Rolta India Limited makes a Tender Offer for repurchase for Cash an amount of outstanding US$ 150,000,000 Zero Coupon Convertible Bonds due 2012

Mumbai: Rolta India Limited (the “Company”), has outstanding US$ 150,000,000 Zero Coupon Convertible Bonds due in 2012 convertible into ordinary shares, each of par value Rs. 10.00 (the “Bonds”) .

The Company has announced its intention to repurchase for cash an aggregate principal amount of the outstanding Bonds in an amount to be determined by the Company at its sole discretion (the “Aggregate Repurchase Amount”), by way of an invitation to holders of Bonds to tender their Bonds for repurchase (the “Invitation to Tender”).

The Invitation to tender will take the form of a modified Dutch Auction, with Bondholders being invited to tender their Bonds at a price not less than 78.00 per cent and not exceeding 85.50 per cent of each nominal amount of US$1,000 of Bonds. The Company will determine a single clearing price which will allow it to repurchase the Aggregate Repurchase Amount. Full terms and conditions of the offer are set out in a Tender Offer Memorandum dated June 22, 2009.

The Invitation to Tender will commence on June 22, 2009 and will expire on June 25, 2009, unless extended, re-opened or earlier terminated as provided in the Tender Offer Memorandum. Settlement is expected to be on June 30, 2009.

Eligible Bondholders are advised to read carefully the Tender Offer Memorandum for full details of, and information regarding participation in the Invitation to Tender. Copies of the Tender Offer Memorandum are available from the Tender Agent as set out below. Barclays Bank PLC and Deutsche Bank AG, Hong Kong Branch are acting as Joint Dealer Managers. Deutsche Bank AG, London Branch, is acting as Tender Agent.

Requests for information in relation to the Invitation to Tender should be directed to:

Rolta India Limited
Hiranya Ashar
Director Finance & CFO
Rolta Tower “A”,
Rolta Technology Park,
MIDC Marol Andheri East,
Mumbai 4000 93
Telephone: +91 (22) 29266470.
Email: hiranya.ashar {at} rolta(.)com

The Joint Dealer Managers:

Barclays Bank PLC
5 The North Colonnade
Canary Wharf
London E14 4BB
United Kingdom
Telephone: +44 20 7773 8990 or +65 6308 3431
Attention: Liability Management Group
Email: liability.management {at} barclayscapital(.)com

Deutsche Bank AG, Hong Kong Branch
56/F Cheung Kong Center
2 Queen’s Road Central
Hong Kong
Telephone: +852 2203 8260 or +852 2203 8077
Attention: ECM Convertible Group
Email: roltacb.tender {at} list.db(.)com

Principal Tender Agent:

Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EX2N 2DB
United Kingdom
Telephone: +44(0)20 7547 5000
Attention: Debt and Equity Restructuring Services
Email: xchange.offer {at} db(.)com]