Press Releases

Saturday
April 8, 2006

THIS DOCUMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES. THIS DOCUMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE SECURITIES UNDER THE PROPOSED OFFERING MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933) UNLESS THEY ARE REGISTERED OR EXEMPT FROM REGISTRATION. THERE WILL BE NO PUBLIC OFFER OF SECURITIES IN THE UNITED STATES.

This document may be an advertisement for the purposes of Directive 2003/71/EC (together with any applicable implementing measures in any member state, the "Prospectus Directive") and does not constitute or form part of any offer to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities. Any purchase of or application for the securities described in this document should only be made on the basis of the information contained in the final prospectus expected to be issued on the date hereof or prior to April 18, 2006 in connection with the securities described herein (the "Prospectus"). It is intended that copies of the Prospectus, when approved and published, will be available at the registered office of the Company (as defined below) in India and at the registered office of Rolta UK Limited at Suite No. 2, 100 Longwater Avenue, Green Park, Reading RG2 6GP, United Kingdom.

Rolta India Limited raises up to US$103.5 million through the issuance of GDRs

Rolta India Limited (the "Company") has successfully raised up to US$103.5 million (including an over-allotment option of US$13.5 million) through the issue of up to 18,482,143 Global Depositary Receipts ("GDRs"). Each GDR represents one underlying equity share in the Company. Each GDR was priced at US$5.60, equivalent to Rs.250 per equity share. This was based on the Bombay Stock Exchange average closing price of Rs.250.89 for the four weeks ending on the pricing date. The issue was priced on April 7, 2006 and listing is expected to take place on or about April 18, 2006.

The GDRs are expected to be admitted to listing on the Official List of the UK Listing Authority and admitted to trading on the London Stock Exchange plc's regulated market for listed securities. Lehman Brothers International (Europe) acted as Global Coordinator and Sole Bookrunner on this transaction. Lehman Brothers International (Europe) and Cantor Fitzgerald Europe acted as Joint Lead Managers.

Speaking on the occasion, Mr Kamal K. Singh, Chairman and Managing Director of the Company said, "We are delighted with the success of our inaugural GDR offering. This is one of the first Indian GDRs to be listed on the main board of the London Stock Exchange, and the deal generated substantial demand from top tier investors in Europe, Asia and the US. We believe that the proceeds raised from this offering will allow Rolta to further develop its strength in key markets, both in India and internationally, and continue the success it has achieved thus far".

Some of the information in this press release may contain projections or other forward-looking statements regarding future events or the future financial performance of the Company. You can identify forward-looking statements by terms such as "expect," "believe," "anticipate," "estimate," "intend," "will," "could," "may" or "might", the negative of such terms or other similar expressions. These statements are only predictions and actual events or results may differ materially. We do not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in our projections or forward-looking statements, including, among others, general economic conditions, our competitive environment, as well as many other risks specifically related to the Company and its operations.

This document is being distributed only to, and is directed at (a) persons who have professional experience in matters relating to investments who fall within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or (b) persons to whom it may otherwise lawfully be communicated (together "relevant persons"). The securities described in this document are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be available only to or will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. Persons distributing this document must satisfy themselves that it is lawful to do so.

In addition, if and to the extent that this document is communicated in, or any offer of the securities to which it relates is made in, any EEA member state that has implemented the Prospectus Directive, this document and the offer are only addressed to and directed at persons in that member state who are qualified investors within the meaning of the Prospectus Directive (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in that member state.

This document does not constitute or form part of an offer to sell, or the solicitation of an offer to subscribe for, any securities in the Company to any person in the United States or in any jurisdiction to whom or in which such offer or solicitation is unlawful. Neither this document nor any copy of it may be taken, sent or transmitted into or transmitted within the United States or any of its territories or possessions. None of the securities described in this document have been or will be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States or of any province or territory of Australia, Canada or Japan and may not be offered, sold, pledged or otherwise transferred except (1) in accordance with Rule 144A to a person that the holder and any person acting on its behalf reasonably believes is a qualified institutional buyer within the meaning of Rule 144A (a "QIB"), or (2) in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States.

Neither this document nor the Prospectus has been or will be registered as a prospectus with the Registrar of Companies in India and the securities described herein and therein will not be offered in India, nor will this document or the Prospectus or any other offering document or material relating to such securities be circulated or distributed, directly or indirectly, to the public or any members of the public in India.

The securities described herein have not been and will not be registered under the Securities and Exchange Law of Japan and may not be offered or sold directly or indirectly in Japan except under circumstances that result in compliance all applicable laws, regulations and guidelines promulgated by the relevant governmental and regulatory authorities in effect at the relevant time.

The distribution of this document in other jurisdictions may be restricted by law and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. The price of securities may go up as well as down. Past performance cannot be relied upon as a guide to future performance. Persons needing advice should contact a professional adviser.

For additional information

Mr.V L Ganesh  
Director-Finance & Chief Financial Officer
Telephone: 2832 6666 / 2826 2222 Extn: 1501