1.  Contingent Liabilities not provided for
 
 (Rs. in Lacs)
 
                                             As at           As at
                                            30.06.10       30.06.09
 
 i.  B/G & B/D given by Bankers (including
 counter guarantees issued)                16,528.21       17,756.53
 
 ii. Letters of Credit issued by Bankers      133.13          478.17
 
 2. Interest income is net of interest expenses amounting to Rs. Nil
 (previous year Rs.579.03 lacs).
 
 3.  The outstanding balances as at 30th June, 2010 in respect of some
 of the Sundry Debtors, Creditors, Loans and Advances and Deposits are
 subject to confirmation from the respective parties and consequential
 reconciliation / adjustments arising there from, if any. The
 management, however, does not expect any material variation.
 
 4.  In the opinion of the Board, all current assets, loans & advances
 and other receivables are approximately of the value stated, if
 realised in the ordinary course of business.
 
 5.  Income Taxes
 
 a.  In the current financial year, the Company, in addition to the
 provision made for the previous year ended 31st March, 2010, has
 estimated the Income Tax provision for the subsequent three months
 period ended 30th June, 2010, the ultimate liability for which will be
 determined on the basis of figures for the previous year ending 31st
 March, 2011.
 
 b.  The Company has calculated its tax liability after considering
 Minimum Alternative Tax (MAT).The MAT liability can be carried forward
 and setoff against the future tax liabilities. Accordingly Rs. 1,106.87
 lacs (Previous year Rs.356.88 lacs) is carried forward and shown under
 Provision for Income Tax (Netof Advance Tax and inclusive of MAT
 Credit) in the Balance Sheet asat30th June 2010.
 
 c.  Income Tax Provision as at 30th June 2010 includes Rs.  Nil
 (previous year Rs. 209.75 lacs) excess provision for earlier year
 written back, Rs.5,596.61 lacs (previous year Rs. 4,180.40 lacs)
 towards Current Income Tax, (MAT) Rs.8.00 lacs ( previous year Rs. 8.00
 lacs) towards Wealth Tax, Rs. 547.74 lacs (previous year charge of Rs.
 203.23 lacs) recognised and credited on account of Deferred Tax, Rs.
 Nil (previous year Rs. 105.00 lacs) on account of Fringe Benefit Tax
 and Rs.1,106.87 lacs (previousyear Rs. 356.88 lacs) towards MAT credit.
 
 d.  The break up of Deferred Tax Liability components as at 30.06.10is
 as under:
 
 6.  Out of total 161,194,816 ( P. Y. 161,006,615) Equity Shares:-
 
 a. 15,537,662 (P. Y. 15,537,662) Equity Shares of Rs.10/- each have
 been allotted as fully paid up for consideration other than cash to the
 shareholders of the erstwhile Rolta Computer & Industries Pvt. Ltd.,
 Rolta Leasing & Holdings Ltd., Rolta Investments Pvt. Ltd., Rolta
 Consultancy Services Pvt. Ltd., pursuant to SchemeofAmalgamation.
 
 b.  8,807,272 (P. Y. 8,807,272) Equity Shares of Rs. 10/- each have
 been allotted as fully paid up for consideration other than cash to the
 shareholders of erstwhile Rolta Design and Conversion Services Limited,
 pursuanttoSchemeofArrangement.
 
 c.  1,294,169 (P. Y. 1,105,968) equity shares issued
 pursuanttoEmployeeStock Option Plan.
 
 d.  16,071,429 (P. Y. 16,071,429) Equity Shares of Rs. 10/- each were
 issued by way of US $ Equity Issues represented by Global Depository
 Receipts (GDR), at a priceofUS.60 per Share (inclusiveofpremium).
 
 e. 80,136,523 (P. Y. 80,136,523) Equity Shares, fully paid up have been
 issued as bonus shares by capitalization of Securities Premium.
 
 7.  a.  The external commercial borrowing from Bank of India is
 secured by floating charge on current assets of the Company and from
 Union Bank of India is secured by way of equitable mortgage on a
 specific fixed asset of the Company. Foreign Currency Term Loan is
 secured by first hypothecation paripassu charge on current asset ofthe
 Company.
 
 b.  Rupee term loan is secured by floating charge on the current
 assetsofthe Company.
 
 c.  Working Capital Loans are secured by paripassu charge on the
 current asset of the Company. (including Receivables)
 
 d.  Instalments falling due within one year on above loans Rs, Nil
 (Previous year Rs.Nil)
 
 8.  a.  The company on 28th June 2007 issued Zero Coupon
 
 Foreign Currency Bond (FCCB) aggregating to US $ 150 million at par.
 The bondholders have an option to convert these bonds in equity shares
 at an initial conversion price of Rs.368.70 (as adjusted by 1:1 bonus
 issue) per share at fixed exchange rate (Rs.40.75 = US$ 1.00) between
 August 08, 2007 and June 22, 2012. The conversion price will be subject
 to certain adjustment in certain circumstances as detailed in the
 Offering Circular (OC).
 
 The Bonds canbe mandatorily converted into Shares, in whole but not in
 part, at the option of the Company on or at any time after 28 June 2008
 but not less than seven business days prior to the maturity date at the
 conversion price and on the terms and conditions as definedinthe OC.
 
 Further under certain condition, the company has an option for early
 redemption of the bonds in whole but not in part unless previously
 converted, redeemed or repurchased or cancelled the company will redeem
 the bonds at 139.391 percent of the principal amount on June 29, 2012.
 
 b.  The proceeds from the FCCB issue were utilized for the purpose for
 which the bonds were used i.e funding the capital expenditure,
 expansion of existing facilities, establishing new units, investment in
 subsidiary companies and for acquisition overseas.
 
 c.  In December 2009 (previous year in June 2009), the Company has
 bought back and cancelled 15,000 (previous year 38,310) FCCBs of the
 face value of US$ 1,000 each as per the approval / guidelines of
 Reserve Bank of India at a discount. Consequent to the buy back the
 Company has recognised a net gain of Rs. 32.68 lacs (previous year Rs.
 2,502.31 lacs) on the said buyback, which is disclosed under Other
 Income and has also reversedbycreditingtoSecurities Premium Account
 the premium payable on redemption aggregating to Rs.  1,023.95 lacs
 (previous year Rs.  1,303.88 lacs) provided till 30th June, 2009
 (previous year 30th June 2008).
 
 d. The Company has created FCCBs Redemption Reserve amounting to Rs.
 13,800 lacs as on 30th June, 2010 In accordance with provision of
 section 117C (1) of the Companies Act 1956.
 
 9.  There are no amounts due and outstanding to be credited to
 Investor Educationand Protection Fund.
 
 10 Employee Stock OptionPlan (ESOP)
 
 The Company has instituted various Employee Stock Option Plans. The
 Compensation Committee of the board evaluates the performance and other
 criteria of employees and approves the grant option. The particulars of
 options granted under various plans areasbelow:
 
 ESOP2003
 
 On December 31, 2003, the Company granted 911,500 stock options out of
 the balance and lapsed stock options available under the Employee Stock
 Options Plan (ESOP 2000). These options were grantedatanexercise
 priceofRs.  111.35, which was the closing market priceon the date ofthe
 grant of options. 25% of these options were available for exercise over
 aperiodof4 years i.e at the end of2nd, 3rd, 4th and 5th year after the
 grant of the options. Out of these options a total of 530,934 (previous
 year 457,409) options were exercised by eligible employees. 380,566
 (previous year 365,272) options had lapsed due to non-exercise of
 options and cessation of employment. The options and price are entitled
 for 1:1 bonus issue adjustment. This scheme has expiredonDecember
 31,2009.
 
 ESOP2006
 
 On April 24, 2006, the Company granted further 852,500 stock options
 out of additional 1,500,000 options made available for grantto eligible
 employees under the Employee Stock Options Plan 2005 (ESOP - 2005).
 These options were granted at an exercise price of Rs. 252.30, which
 was the closing market price on the date of the grant of options.  The
 first 75% of these options became available for exercise on April 24,
 2008 (50%) and April 24, 2009 and balance 25%
 
 became available for exercise on April 24, 2010. Out of these options a
 total of 224,913 (previous year 204,335) options were exercised by
 eligible employees and 260,749 (previous year 204,500) options lapsed
 due to cessation of employment. The options and price are entitled for
 1:1 bonus issue adjustment. The outstanding options as on June 30, 2010
 are 366,838 (previous year 443,663).
 
 ESOP2007
 
 On April 24, 2007, the Company granted further 1,427,500 stock options
 out of the balance and lapsed stock options available under the
 Employee Stock Options Plan 2005 (ESOP - 2005) and Employee Stock
 Options Plan 2007 (ESOP - 2007). These options were granted at an
 exercise price of Rs. 419.70, which was the closing market price on the
 date of the grant of options. The first 50% of these options had become
 available for exercise on April 24, 2009 and one option if exercised is
 convertible into two-equity shares. Out of the options granted 225,000
 (previous year 161,250) options lapsed on account of cessation of
 employment and 1,065,000 (previous year 245,000) options lapsed on
 account of surrender of options granted as per the provisions of ESOP
 Plan amended on 15/06/2009 vide approval given by shareholder by Postal
 Ballot. On 23rd July 2007 125,000 Options were granted out of ESOP Plan
 2007, at an exercise price of Rs.481.45, which was the closing market
 price on the date of grant of Options. The said 125,000 (previous year
 nil) options lapsed on account of surrender. The outstanding options as
 on June 30, 2010 are 137,500 (previous year 1,146,250).The options and
 price are entitled for 1:1 bonus issue adjustment.
 
 ESOP2008
 
 On January 31, 2008, the Company granted 125,000 stock options out of
 the balance and lapsed stock options available under the Employee Stock
 Options Plan 2007 (ESOP - 2007). These options were granted at an
 exercise price of Rs.  232.15, which was the closing market price onthe
 date of the grant ofoptions. The said 125,000 (previous year nil)
 options were surrendered as per the Provisions of ESOP Plan amended on
 15/06/2009 (approval given by shareholders through Postal Ballot). The
 outstanding options as on June 30, 2010 are NIL (previous year
 125,000).
 
 On 30th April 2008, the Company granted 300,000 stock options out of
 the balance and lapsed stock options available under the Employee Stock
 Options Plan 2007 (ESOP - 2007). These options were granted at an
 exercise price of Rs.339.35, which was the closing price as on the date
 of the grant of options. Out of the above options granted 150,000
 (previous year 150,000) options lapsed on account of cessation of
 employment and 100,000 (previous year nil) options were surrendered as
 per the Provisions of ESOP Plan amended on 15/06/2009 (approval given
 by shareholders through Postal Ballot). The outstanding options as on
 June 30,2010 are 50,000 (previous year 150,000).
 
 On June 27, 2008, the Company granted 1,455,500 stock options out of
 the balance and lapsed stock options available under the Employee Stock
 Options Plan 2007 (ESOP - 2007) and Employee Stock Options Plan 2008
 (ESOP - 2008). These options were granted at an exercise price of
 Rs.261.75, which was the closing price as on the date of the grant of
 the options.  One option if exercised is convertible into one-equity
 share.  Out of the options granted 95,000 (previous year 42,500)
 options lapsed on account of cessation of employment and 1,347,500
 (Previous year 180,000) options lapsed on account of surrender of
 options granted as per the provisions of ESOP Plan amended on
 15/06/2009 vide (approval given by shareholder by Postal Ballot). The
 outstanding options as on June 30, 2010 are 13,000 (previous year
 1,233,000).
 
 On November 3, 2008, the Company granted further 120,000 stock options
 out of the balance and lapsed stock options available underthe
 EmployeeStock OptionsPlan 2008 (ESOP - 2008). These options were
 granted at an exercise price of Rs.191.70, which was the closing price
 as on the date of the grant of the options. The first 50% of these
 options shall become available for exercise on 03/11/2010 and one
 option if exercised is convertible into one-equity share. The said
 120,000 (previous year nil) options were surrendered as per the
 Provisions of ESOP Plan amended on 15/06/2009 (approval given by
 shareholders through Postal Ballot). The outstanding options as on June
 30, 2010 are NIL (previous year 120,000).
 
 ESOP2009
 
 On August 10, 2009, the Company granted further 5,989,500 stock options
 out of the balance and lapsed stock options available under the
 Employee Stock Options Plan 2007 (ESOP - 2007) and surrendered options
 under Employee Stock Option Plans 2007 & 2008. These options were
 granted at an exercise price of Rs. 145.15, which was the closing
 market price on the date of the grant of options.  The first 25% of
 these options shall become available for exercise on 10/08/2010. Out of
 the options granted 59,500 options lapsed on account of cessation of
 employment. The outstanding optionsasonJune 30,2010 are 5,930,000.
 
 On September 23, 2009, the Company further granted 15,000 stock options
 out of the balance and lapsed stock options available under the
 Employee Stock Options Plan 2009 (ESOP - 2009). These options were
 granted at an exercise priceof Rs.174.15, which was the closing
 priceason the date of the grant of options. The first 25% of these
 options shall become available for exercise on 23/09/2010.
 Theoutstanding optionsasonJune30, 2010 are 15,000.
 
 On January 29, 2010, the Company further granted 120,000 stock options
 out of the balance and lapsed stock options available under the
 Employee Stock Options Plan 2009 (ESOP - 2009). These options were
 granted at an exercise price of Rs.204.70, which was the closing
 priceas onthe date of the grant of options. The first 25% of these
 options shall become available for exercise on 29/01/2011 Out of the
 options granted 20,000 options lapsed on account of cessation of
 employment. The outstanding options as on June 30, 2010 are 100,000.
 
 11.  Related Party Disclosures
 
 i.  List of Related Parties and relationships
 
 Party                              Relation
 
 Rolta International Inc. USA      Subsidiary
 
 Rolta Middle East FZ LLC          Subsidiary
 
 Rolta Saudi Arabia Ltd.           Subsidiary
 
 Rolta UK Ltd                      Subsidiary
 
 Rolta Thales Limited.             Subsidiary
 
 Rolta Benelux BV                  Subsidiary of Rolta UK Ltd.
 
 Rolta Deutschland GmbH            Subsidiary of Rolta UK Ltd.
 
 Rolta Canada Ltd                  Subsidiary of Rolta International Inc.
 
 Rolta TUSC Incorporated           Subsidiary of Rolta International Inc.
 
 Rolta Asia Pacific Pty Ltd.       Subsidiary of Rolta International Inc.
 
 Piocon Technologies Inc.          Subsidiary of Rolta International Inc.
 
 Shaw Rolta Limited.               Joint Venture Company
 
 Key Management Personnel
 
 Mr. K. K. Singh                   Chairman & Managing Director
 
 Mr. A. D. Tayal                   Jt. Managing Director
 
 Dr. Aditya Singh                  Jt. Managing Director
 (upto 31.01.2010)
 
 Mr. A.P. Singh                    Jt. Managing Director
 
 Mr.Hiranya Ashar                  Director Finance & Chief
 
 Financial Officer
 
 Enterprises over which significant influence exercised by Key
 Management Personnel / Directors
 
 Rolta Limited                 Company controlled by Mr. K K Singh
 
 Rolta Properties Pvt. Ltd.    Company controlled by Mr. K K Singh
 
 Rolta Resources (P) Ltd       Company controlled by Mr. K K Singh
  
 Rolta Holding & Finance       Company controlled by Mr. K K Singh
 Corporation Ltd.
 
 Kanga & Company (Solicitor)   Firm in which K.R Modi is a Partner
 
 12. The company has prepared the consolidated financial statements as
 per accounting standard (AS) 21 and accordingly the segment information
 as per AS 17 Segment Reporting has been presented in the consolidated
 financial statements.
 
 13.  The previous years figures are regrouped, rearranged and
 reclassified, wherever considered necessary.