Rolta India Director Discussions


To,

The Members Rolta India Limited

Dear Members,

Your Directors are pleased to present the 32" Annual Report on the business & operations of your Company together with Audited Financial Statements & Auditors Report for the Financial Year ended March 31,2022.

FINANCIAL HIGHLIGHTS & REVIEW OF PERFORMANCE

Companys financial performance, for the year ended March 31, 2022 is summarised below:

(f in Crore)

Particulan Consolidated Financial year ended March 31, 2022 Financial year ended March 31, 2021
Revenue
Sales of IT Solutions and Services 29.01 943.74
Other Income 09.11 333.86
Total Revenue 38.12

1,277.60

Expenses
Cost of Materials & Technical Sub-contractors 08.20 666.28
Employee Benefit Expenses 31.59 270.49
Finance Costs 755.29 957.31
Depreciation and Amortization Expenses 48.52 125.04
Other Expenses 39.04 65.46
Exchange Difference Gain / (Loss) 24.08 4.72
Total Expenses 906.73 2,089.31
Profit / (Loss) before Exceptional items and tax (868.61) (811.71)
Exceptional Items 185.60 (2,857.05)
Profit / (Loss) before Tax (683.00) (3,668.77)
Deferred Tax (96.86) 405.96
Tax of Earlier Year (67.36) -
Current Tax (0.07) (1.46)
Profit / (Loss) for the year (712.57) (3,264.26)

Results of Operations and the State of Companys Affair

During the financial year 2021-2022, the Companys consolidated revenue was of ~9.01 Crore as against ~43.74 Crore in previous year, registering a decrease of 96.92% in Year-on-Year basis. Consolidated loss after tax for the financial year ended March 31, 2022 is ~(712.57) Crore as against loss of ~(3,264.26) Crore in the previous year registering a reduction of 78.17% in Year-on-Year losses. The basic Earnings Per Share after exceptional item and tax for the financial year ended March 31, 2022 is ~(42.91) as against previous period ~(196.81). The basic Earnings Per Share was computed by considering the weighted average number of shares outstanding during the period as per the provisions of Accounting Standard 20 notified under Section 133 of the Companies Act, 2013 read with Rule 7 of Companies (Accounts) Rule 2014.

Financial perfonnance:

The Financial perfonnance on Standalone basis is as follows:

({ in Crare)

Standalone
Particulars Financial year ended March 31, 2022 Financial year ended March 31, 2021
Revenue
Sales of IT Solutions and Services 07.53 28.81
Other Income 09.69 75.93
Total Revenue 17.22 104.75
Expenses
Cost of Materials & Techoical Sub-contractors 00.36 07.66
Employee Benefit Expenses 12.87 32.85
Finance Costs 753.96 771.60
Depreciation and Amortization Expenses 41.36 71.23
Other Expenses 20.82 25.67
Exchange Difference Gain / (Loss) - 47.42
Total Expenses 829.40 956.43
Profit / (Loss) Before Exceptional Items and Tax (812.18) (851.68)
Exceptional Items 190.55 (2,417.19)
Profit / (Loss) Before Tax (621.63) (3,268.87)
Tax Expenses/ Deferred tax assets (15.49) 107.17
Profit / (Loss) for the year

(606.14)

(3,161.70)

The Companys standalone revenue was f07.53 Crore for the financial year ended March 31, 2022 as against f28 .81 Crore for the previous financial year ended March 31, 2021 representing ( 96.92%) decrease. The loss after tax for the financial year ended March 31, 2022 is f(606.l4) Crore as against f(3,161.70) Crore in the previous financial year ended March 31, 2021 representing reduction in losses by 80.82%.

The Companys standalone net worth is f(4,001.49) Crare as on March 31, 2022 and f(3,248.05) crare in March 31, 2021. The book value per share on a standalone basis, as on March 31, 2022 is f(36.54) as againstf(195.80) as on March 31, 2021.

BUSINESS OPERATIONS OVERVIEW AND OUTLOOK

Business Overview

Digital Transformation has emerged as a driver of sweeping change in the world around us. It is the integration of digital techoology into all areas of a business resulting in fundamental changes of how businesses operate and how they deliver value to customers. This digital revolution is being fueled by techoologies such as the Cloud, Mobility, Enterprise/Cyber Security, Internet of Things (loT) and Big Data Analytics, amongst others.

Rolta with its rare combination of deep Geospatial and Engineering expertise combined with its IT process and differentiated IP based software packages has established an enviable track record to help its customers on their Digital Transformation in each of the areas it serves.

The Company is in position to help various organizations and government bodies to accelerate the digital transformation by abstracting the complexities of the nexus of techoologies such as Geospatial, Engineering, Big Data, Internet of Things, Cloud, Cyber Security, Mobility and Social Media through Roltas digital transfonnation platfonns and solutions built on growing portfolio of IPs and replicable software solutions. Rolta had been uniquely leveraging the exceptional combination of IT, Geospatial and Engineering domains addressing high growth verticals with proven Rolta IP led solutions panning across many Patents together with registered copyrights for software packages and will again do so after ongoing financial restructuring is complete during the financial year 2023-24.

Rolta currently operates in the following verticals;

1. Defence and Security

Rolta continues to serve Indian Defence and Security software market of Command and Control (C2) & Intelligence, Surveillance and Reconnaissance (lSR) and assisting them in their Digital Transformation.

War Gaming: Rolta has developed indigenous software application for Aakrosh, the Indian Armys War gaming project for Counter Insurgency and Counter Terrorism(CIICT) operations. This will meet the Armys need for smart solutions to provide dynamic and cost -effective training by simulating operational and strategic scenarios. It is first of its kind War gaming solution for training Battalion/Company and Platoon levels of the Indian Army to meet the real challenges being faced by them.

2. Geospatial Solutions

With decades of expertise and leadership in the Geospatial techoologies, Rolta has built a formidable track record and IP for replicable Smart City Solutions which include creation of rich geospatial enabled digital repositories, build geo enabled business critical applications, and deep learning based advanced geospatial anaIytics to drive business outcomes. The Company has built an enviable portfolio for addressing a wide spectrum of Smart City requirements cutting across Utilities, Transportation, Environment, Land Management Public Works, Urban Planning, Disaster Management and Safety amongst others.

3. Big Data Analytics

The Internet of Things (loT) and Big Data are two techoologies that are changing the way business is done and is gaining remarkable momentum world over. Roltas rich heritage of creating and designing digital repositories enriched with geospatial and engineering data has uniquely positioned the Company to analyse complex patterns and thereby extract deep insights from the digital data. The Company addresses the full spectrum of loT and

Big Data analytics maturity journey covering initial advisory, data discovery, enablement of big data landscape, establishing an asset information model (AIM) to secure loT integration and culminating in advanced analytics.

Roita Today: The Company continues to work with the investor The Streamcast Group for an investment upto ~5,500/- crore as per the definitive Letter Of Intent dated May 11, 2019, and thereafter on August 6, 2019 Definitive Restructuring Services Agreement (RSA) was executed. This will assist Rolta in repayment and restructuring its liabilities including providing financial assistance. On account of the ongoing COVID-19 pandemic, the Investor was facing issues and was unable to receive certain permissions from the European Central Bank and thus RSA was kept on hold.

An Amendment Agreement (Novation Agreement) has been executed between the Company AND Streamcast Technologies Limited, Malta AND Jump Networks Inc. US on March 23, 2022. This agreement assigns the Restructuring Service Agreement executed on August 06, 2019 between the Company and Streamcast Technologies Limited to Jump Networks, Inc. US - holding Company of Streamcast Technologies Limited, with no changes in terms and conditions.

The said Novation Agreement was executed as Investor (Streamcast Technologies Limited) had carried out internal restructuring and has established Jump Networks Inc. US as a holding Company of the group. Therefore, they believe that the European Central Bank permission will no longer be required to execute RSA through US Company and thus they will be able to implement the RSA.

The Business activities of the Company are currently limited to UK and the Middle East region and India to the extent of supporting UK & Middle East operations. The restructuring will start in Q4 of FY 2022-23 and will be completed by the second quarter of FY 2023-24. The Company will be revived thereafter and will start ramping up operations throughout the world.

DIVIDEND

Your Directors have not recommended any dividend for the Financial Year ended March 31,2022. No amount has been transferred to reserve during the year. The Company had transferred a sum ~48,02,043.00 during the financial year 2021-22 to the Investor Education and Protection Fund established by the Central Goverrunent. The Said amount represents Unclaimed Dividend for the financial year 2013-14 with the Company for a period of 7 years from the date of payment.

SHARE CAPITAL

The paid up equity share capital of the Company as on March 31,2022 was ~1,65,89,13,550/- divided into 16,58,91,355 equity shares of ~1O/- each. During the year under review, the Company has not allotted any shares under ESOP Plan. Further, the Company has not issued shares with differential voting rights. The Company has not issued sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

Pursuantto Section 124(6) of the Companies Act, 2013, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred to the Investor Education and Protection Fund. Such activity requires expenses to be incurred by the Company on a large scale. On account of severe financial crunch faced by the Company, the Company is yet to transfer 1,08,764 Equity Shares of nO/-each to Investor Education Protection Fund (IEPF) Account for the Financial Year 2009-10 and also for subsequent years thereafter. The said transfer will be carried out pursuant to receipt of RSA funds.

EXTRACTOFTHEANNUALRETURN

Pursuant to the provisions of Section 92(1) of the Companies Act, 2013 (Act) as amended by the Companies Amendment Act, 2017, the extract of Annual Return in Form MGT-9 is provided under "Annexure-D" to this Report. Further, pursuant to Section 134 (3) (a) of the Act, a copy of the Annual Return is uploaded on the website of the Company and the web link of which is:

http://www.rolta.com/wp-co ntent/ u p lo ads/ / pdfs/investor-relations/Rolta Annual Rq>ort 2022

NUMBER OF MEETINGS OF THE BOARD

A calendar of Meetings is prepared and circulated in advance to the Directors. During the financial year ended March 31, 2022, Four (4) meetings of the Board were held including a separate meeting of the Independent Directors. It may be noted that the Company was admitted under Insolvency and Bankruptcy Code, 2016 by the National Company Law Tribunal from May 13, 2021 upto August 25, 2021 and hence, no meeting of the Board of Directors could be held during that period. For details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this report.

VIGIL MECHANISM I WHISTLE BWWERPOLICY

In pursuance to the provisions of section 177(9) & (10) of the Companies Act, 2013, the Company has established a Vigil Mechanism named Whistle Blower Policy (WBP) to provide a formal mechanism to the directors and employees to report their genuine concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct, if any. No personnel has been denied access to the Audit Committee pertaining to reporting his/her concern(s) as per WBP mechanism. The details of the WBP is explained in the Corporate Governance Report and also posted on the website of the Company.

Your Company hereby affirms that no complaints were received during the year.

RISK MANAGEMENT POLICY

The Company has adopted a Risk Management Policy in accordance with the provisions of the Companies Act, 2013. The Company reviews the execution of Risk Management Plan and ensures its effectiveness including identification, evaluating, monitoring, and minimizing identifiable risks.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations), Board has carried out an annual evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committee( s) after seeking inputs from all the Directors excluding the Director being evaluated. The details of the Board evaluation is explained in the Corporate Governance Report which forms part of this report.

REMUNERATION POLICY

The members of the Nomination & Remuneration Committee consists only of Independent Directors. The Board has, on the recommendation of the NRC, framed a policy for selection and appointment of Directors, Top Management and their remuneration. The Companys remuneration policy is driven by the success and performance of the individual employee and the Company.

The key objective of this policy is:

a) formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

b) formulation of criteria for evaluation of performance of independent directors and the board of directors;

c) devising a policy on diversity of board of directors;

d) identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the board of directors their appointment and removal.

e) whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

f) whether to extend or continue the term of appointment of the Managing Director and Executive Director, on the basis of the report of performance evaluation of Managing Director and Executive Director.

10-11 g) recommend to the Board on remuneration payable to the Directors, Key Managerial Personnel and Top Management. The authority to identify right candidates for the appointment of Top Management is vested with the Chainnan & Managing Director who reccommends the list of the same to the NRC. The Human Resource Department will facilitate in identifying the candidates internally or externally. NRC will consider the list of various candidates proposed by the Chairman & Managing Director and recommend to the Board for its consideration and appointment in accordance with the applicable provisions of the Act and Rules.

COMPOSITION OF AUDIT COMMITTEE

Audit Committee of the Company has been constituted in line with the provisions of Regulation 18 of the Listing Regulations read with Section 177 of the Companies Act, 2013. The members of Audit Committee comprise of Ms. Homai A Daruwa1la (Chairperson), Mr. Ramnath Pradeep and Mr. Kamal K. Singh. More details of the Audit Committee are given in the Corporate Governance Report.

EMPWYEES STOCK OPTION SCHEME

In accordance with the Employee Stock Options Plan of the company, 8,12,500 Options were outstanding at beginning of the year. No options were granted or exercised during the year under consideration. During the year under review 8,12,500 Options have been surrendered by the holders. Accordingly, there were Nil Options outstanding at end of the financial year. The particulars required under the SEBI (Share Based Employee Benefits) Regulations, 2014 are annexed to and forms part of this report as "Annexure-F" •

PREVENTION OF INSIDER. TRADING

The Company has formulated a policy for Prevention of Insider Trading with a view to regulate, monitor and report trading by its employees and other connected persons in compliance with the SEBI (prohibition of Insider Trading) Regulations, 2015 and the same has been posted on the website of the Company.

DIRECTORS RESPONSmILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and ability confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS

I. Statutory Auditors

In the Annual General Meeting (AGM) held on December 31, 2020, MIS. J. Kala & Associates, Chartered Accountants have been appointed Statutory Auditors of the Company for a period of Five (5) years to hold office till the conclusion of the AGM to be held in the Calendar year 2025.

During the year under review, Statutory Auditors have expressed their qualified opinion I remarks in the Audit Report & comments of the Board of Directors are as under:

For Standalone Financial Statement

Basis for Qualifled Opinion

a) The Company has incurred net loss before tax of f207.10 Crores and f 621.63 Crores, during the quarter and year ended March 31,2022, respectively and having accumulated losses of f4,152.25 Crores as on that date. Considering continuing liquidity crunch, applications pending against the Company in NCLTIDRT and the significant fall in revenues indicate that presently a material uncertainty exists that may cast significant doubt on the Companys ability to continue as a going concern.

The financial statement have been prepared on going concern basis as explained in note no 4 and 5 (a) of the Statement and the same is also dependent upon the implementation of Restructuring Services Agreement(RSA) pending for more than three years

In view of uncertainty, we are unable to express an opinion as to whether the Company can operate as a going concern and also to the extent of the effect on the accumulated losses, assets and liabilities as at the year-end and losses for the year which is presently not ascertainable.

b) (i) During the year ended March 31, 2021, the Company had adjusted in its books, the amount receivable from its US subsidiary, Rolta International Inc. (RUS) arising from devolvement of Standby Letters of Credit (SBLC) and interest thereon against long term export advances received. Further, the Company has also adjusted amount payable to step down subsidiary of RUS against the SBLC dues receivable from RUS. The Company has made necessary applications stating the above facts to Reserve Bank of India for their permission for adjusting the amount receivable from RUS against the amount payable to them, which is still awaited.

(ii) We draw attention to Note 6 of the Statement. The Company has adjusted in its books, the amount receivable from its UK subsidiary i.e. Rolta UK Lirnited (RUK) arising from devolvement of Standby Letter of Credit (SBLC) and interest thereon against long term export advance received. Further, the Company has also adjusted the receivables against the payables and advance of RUK. Similarly the Company has adjusted in its books the amount receivable from its subsidiary i.e. Rolta Middle East FZ LLC (RME) arising from devolvement of Standby Letter of Credit (SBLC) and interest thereon against long term export advance received. Further, the Company has also adjusted the receivables against the payables and advance of RME. The Company has made necessary application stating the above facts to Reserve Bank of India for their permission for adjusting the amount receivable from RUK and RME against the amount payable to them which is still awaited.

Managements views:

a. i) Pursuant to the execution of a definitive Restructuring Services Agreement (RSA) entered with the Streamcast Group on August 6, 2019, under the terms of which the Streamcast Group will assist Rolta India Ltd., its group Companies and its subsidiaries in repayment and restructuring of its liabilities. In view of the difficulties faced by the Streamcast Group, with the statutory authority in Europe, the company has recently signed a tripartite amendment agreement on 23" March, 2022 with Streamcast Group and its holding Company Jump Network Inc, USA. The Board has conducted the due diligence of Jump Network Inc. and are satisfied with their credentials. As per the agreement now the RSA has been taken over by Jump Network Inc. USA and as per the recent communication from Jump Network Inc. USA, the RSA is expected to be implemented from October, 2022 onwards. Thereafter, the Company will be able to come out of the financial crisis and all the liabilities will be settled by Jump Network Inc. Therefore, Management of the Company is of the view that the Company continues to be a going concern.

The Company had received the payment of f227.77 Crores out of which amount of f.7. 72Crores was deducted towards TDS (Income Tax and GST) and also further deducted f.23.18 Crores towards TDS payable by the company for earlier period and remitted the same to the department directly. Accordingly the company received f.l96.87 Crores net of taxes in Kotak Mahindra Bank:. The said amount was not released by Kotak Mahindra Bank due to the claim received from Union Bank: of India. The company therefore filed a commercial suit against Kotak Mahindra Bank in Honble High Court, Mumbai and the matter is sub-judice and Kotak Mahindra Bank: account became non-operational.

Once the company receives a favorable order from the court, the Company will receive f.l96.87 Crores which will help the company to settle all pressing liabilities including statutory dues etc.

ii) The Company is putting full efforts to realise the balance amount from the Government department.

b) The Company has adjusted in its books the amount receivable from its UK subsidiary i.e. Rolta UK Limited (RUK) arising from devolvement of Standby Letter of Credit (SBLC) and interest thereon against long term export advance received. Further, the company has also adjusted the receivables against the payables and advance ofRUK.

Similarly the Company has also adjusted in its books the amount receivable from its subsidiary i.e. Rolta Middle East FZ LLC (RME) arising from devolvement of Standby Letter of Credit (SBLC) and interest thereon against long term export advance received. Further, the Company has also adjusted the receivables against the payables and advance of RME.

The Company has made necessary application stating the above facts to Reserve Bank: of India seeking their permission for the above adjustments and the approval is awaited.

For Consolidated Financial Statement

Basis for Oualified Opinion

a) The Group has incurred net loss before tax of f.239.45 Crores and f.683.00 Crores, during the quarter and year ended March 31, 2022, respectively and having accumulated losses of f.7, 980 .13 Crores as on that date. Considering continuing liquidity crunch, applications pending against the Company in NCLT IDRT and the significant fall in revenues indicate that presently a material uncertainty exists that may cast significant doubt on the Companys ability to continue as a going concern.

The financial statement have been prepared on going concern basis as explained in note no 4 and 5 (a) of the Statement and the same is also dependent upon the implementation of Restructuring Services Agreement (RSA) pending for more than three years.

In view of uncertainty, we are unable to express an opinion as to whether the Company can operate as a going concern and also as to the extent of the effect on accumulated losses, assets and liabilities as at the year-end and losses for the year which is presently not ascertainable.

b) (i) During the year ended March 31, 2021, the Group had adjusted in its books the amount receivable from its US subsidiary, Rolta International Inc. (RUS) arising from devolvement of Standby Letters of Credit (SBLC) and interest thereon against long term export advances received. Further, the company has also adjusted amount payable to step down subsidiary of RUS against the SBLC dues receivable from RUS. The Company has made necessary applications stating the above facts to Reserve Bank: of India for their permission for adjusting the amount receivable from RUS against the amount payable to them, which is still awaited.

(ii) We draw attention to Note no. 6 of the Statement. The Company has adjusted in its books the amount receivable from its UK subsidiary i.e. Rolta UK Limited (RUK) arising from devolvement of Standby Letter of Credit (SBLC) and interest thereon against long term export advance received. Further, the Company has also adjusted the receivables against the payables and advance of RUK. Similarly the Company has adjusted in its books the amount receivable from its subsidiary i.e. Rolta Middle East FZ LLC (RME) arising from devolvement of Standby Letter of Credit (SBLC) and interest thereon against long term export advance received. Further, the Company has also adjusted the receivables against the payables and advance of RME. The Company has made necessary application stating the above facts to Reserve Bank: of India for their permission for adjusting the amount receivable from RUK and RME against the amount payable to them which is still awaited.

Managements views:

a) Pursuant to the execution of a definitive Restructuring Services Agreement (RSA) entered with the Streamcast Group on August 6, 2019, under the terms of which the Streamcast Group will assist Rolta India Ltd., its group companies and its subsidiaries in repayment and restructuring of its liabilities. In view of the difficulties faced by the Streamcast Group, with the statutory authority in Europe, the company has recently signed a tripartite amendment agreement on 23" March, 2022 with Streamcast Group and its holding Company Jump Network Inc, USA. The Board has conducted the due diligence of Jump Network Inc. and are satisfied with their credentials. As per the agreement now the RSA has been taken over by Jump Network Inc. USA and as per the recent communication from Jump Network Inc. USA, the RSA is expected to be implemented from October, 2022 onwards. Thereafter, the Company will be able to come out of the financial crisis and all the liabilities will be settled by Jump Network Inc, USA. Therefore, Management of the Company is of the view that the Company continues to be a going concern.

The Company had received the payment of f.227.77 Crores out of which amount off.7. 72 Crores was deducted towards TDS (Income Tax and GST) and also further deducted f.23.18 Crores towards TDS payable by the company for earlier period and remitted the same to the department directly. Accordingly the Company received f.l96.87 Crores net of taxes in Kotak Mahindra Bank:. The said amount was not released by KotakMahindra Bank due to the claim received from Union Bank: of India. The company therefore filed a commercial suit against Kotak Mahindra Bank: in Honble High Court, Mumbai and the matter is sub-judice and Kotak Mahindra Bank: account became non-operational.

Once the Company receives the favorable order from the court the company will receive f.196.87 Crores which will help the company to settle all pressing liabilities including statutory dues etc.

The Company is putting full efforts to realise the balance amount from the Government department.

b) The Company has adjusted in its books the amount receivable from its UK subsidiary i.e. Rolta UK Limited (RUK) arising from devolvement of Standby Letter of Credit (SBLC) and interest thereon against long term export advance received. Further, the company has also adjusted the receivables against the payables and advance of RUK.

Similarly the company has adjusted in its books the amount receivable from its subsidiary i.e. Rolta Middle East FZ LLC (RME) arising from devolvement of Standby Letter of Credit (SBLC) and interest thereon against long term export advance received. Further, the company has also adjusted the receivables against the payables and advance of RME.

The Company has made necessary application stating the above facts to Reserve Bank: of India seeking their permission for the above adjustment and the approval is still awaited.

Further, the observations and comments given by Auditors in their Report read together with notes to Accounts are self-explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013 and Rules made thereunder.

ii. Secretarial Audit Report

In terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed MIS. Priyanka Yadav & Associates, Practicing Company Secretary (ACS No. 48355, COP No. 19836) as the Secretarial Auditor of the Company to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2022. The report of the said Secretarial Auditor is enclosed as

12-13

"Annexure E" to this report in form MR-3. The qualifications/ notings given by Secretarial Auditor have been replied/ subsequently complied with by the Company.

SUBSIDIAR.Y COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with the Accounting Standard 21 notified under Section 133 the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rule 2014, form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.

As on March 31, 2022, the Company has 3 Indian subsidiaries out of which 2 are wholly owned subsidiaries and 10 Direct/ Indirect 100% overseas subsidiaries some of which were present only upto September 30, 2021. The Company has reorganized during the current year, its various business groups, considering the present challenges being faced by the Company.

Section 136 of the Companies Act, 2013 has exempted companies from attaching the annual reports and other particulars of its subsidiary Companies along with the annual report of the Company. Accordingly, the Annual Reports of the subsidiaries are not attached with this Annual Report. However, statement containing salient features of the financial statements of subsidiaries as per 129 (3) of the Act, is also included in this Annual Report in "Form AOC-1" as "Annexure A". The financial statements of the subsidiary companies are available for inspection of the shareholders at the Registered Office of the Company during the working hours.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

None of the transaction with related parties falls under the scope of Section 188(1) of the Act. Information on transaction with related parties pursuant to Section 134(3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in "Annexure B" in "Form AOC-2" and the same forms part of this report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY

The Company had made an announcement on the Stock Exchanges at Bombay Stock Exchange and National Stock Exchange on May 11, 2019 announcing an investment of ~S,SOO/- crore by a high tech international group, "The Streamcast Group". Further in conjunction to this the Company had executed a Definitive Restructuring Services Agreement (RSA) with Streamcast Group on August 06, 2019, under the terms of which, Streamcast Group will assist Rolta in repayment and restructuring its liabilities (including providing financial assistance) commencing with immediate effect. On account of the ongoing COVID-19 pandemic, the Investor was facing issues and was unable to receive certain permissions from the European Central Bank and thus RSA was kept on hold.

An Amendment Agreement (Novation Agreement) has been executed between the Company AND Streamcast Technologies Limited, Malta AND Jump Networks Inc. US on March 23, 2022. This agreement assigns the Restructuring Service Agreement executed on August 06, 2019 between the Company and Streamcast Technologies Limited to Jump Networks, Inc. US - holding Company of Streamcast Technologies Limited, with no changes in terms and conditions.

The said Novation Agreement was executed as Investor (Streamcast Technologies Limited) had carried out interna1 restructuring and has established Jump Networks Inc. US as a holding Company of the group. Therefore, they believe that the European Central Bank permission will no longer be required to execute RSA through US Company and thus they will be able to implement the RSA.

Except for the abovementioned Investment announcement for ~S,500/-crore investment by hi-tech Investor group and definitive RSA and Novation Agreement, there has been no other material changes and commitments affecting the financial position of the Company during the financial year.

PARTICULARS OF LOANS, GUARANTEES ORINVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

DEPOSITS

During the Financial Year ended March 31, 2022, the Company has not accepted any deposits falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company has an adequate system of interna1 financial control commensurate with its size and nature of business. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (pREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (prevention, Prohibition & Redressal) Act, 2013. Corporate Harmony Committee (CHC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractua1, temporary, trainees) are covered under this policy. The policy has been uploaded on the website of the Company.

Your Company hereby affirms that no complaints were received during the year by the Corporate Harmony Committee.

DIRECTORS

Retirement by rotation

As per Section 152 (6) of the Act, unless the articles provide for the retirement of all directors at every Annual General Meeting, not less than two-thirds of the total number of directors of a public Company shall be liable to determination by retirement of directors by rotation and one-third of such of the directors for the time being as are liable to retire by rotation at every annual general meeting shall be those who have been longest in office since their last appointment, but as between persons who became directors on the same day, those who are to retire shall, in default of and subject to any agreement among themselves, be determined by lot.

The Members, at its Twenty Ninth (29") Annual General Meeting (AGM) held on September 28, 2019 had re-appointed Lt. Gen. K. T. Pamaik (Retd.) as Joint Managing Director of the Company, liable to retire by rotation with effect from May 30, 2019. Accordingly, Lt. Gen. K. T. Pamaik (Retd.), Joint Managing Director of the Company shall retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. The Director currently, does not offer himself for re-appointment.

Managing Director & Executive Director

Mr. Kama1 K. Singh, Chairman & Managing Director of the Company was appointed in 27" Annual General Meeting of the Company held on September 23,2017 to hold office for a period of Five(S) years from July 01, 2017 to June 30, 2022. The term was further extended upto the conclusion of the 32"" Annual General Meeting to be held in the year 2022. The Director currently, does not offer himself for re-appointment

Lt. Gen. K. T. Parnaik (Retd.), Joint Managing Director of the Company was appointed in the 29" Annual General Meeting of the Company held on September 28, 2019 to hold office for a period of Three (3) years from May 30, 2019 upto May 29, 2022. The term was further extended upto the conclusion of the 32"" Annual General Meeting to be held in the year 2022. The Director currently, does not offer himself for re-appointment Jndependent Directors

As per Section 149( 10) of the Act, an Independent Director shall hold office for a term ofupto five consecutive years on the board of a Company, but shall be eligible for re-appointment on passing a special resolution by the Company for another term of five consecutive years on the Board of the Company. The Independent Directors of the Company, Ms. Homai A. Daruwa11a, Non-Executive Independent Director, Mr. Ramnath Pradeep,

Non-Executive Independent Director were re-appointed as Non-Executive Independent Directors of the Company for a second term of five years and or Wltil they attain the age of 75 years, whichever is earlier, in their Twenty Ninth (2~ Annual General Meeting of the Company held on Saturday, September 28, 2019. Mr. Ramdas Gupta, Non-Executive Independent Director, was appointed for a period of three years or until he attains the age of 75, whichever is earlier, by the members in their Thirtieth (3lt) Annual

General Meeting of the Company held on December 31,2020.

Ms. Homai Daruwalla, Mr. Ramnath Pradeep, and Mr. Ramdas Gupta Non-Executive, Independent Directors, are registered under the databank of Independent Directors of the Indian Institute of Corporate Affairs (IlCA) as an Independent Director and are not eligible for appearing for proficiency test.

The Company has received declaration from all Independent Directors of the Company confirming that they meet with criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

CORPORATE SOCIAL RESPONSIBILITY (CSR.) INITIATIVES

The brief outline of the Corporate Social Respotw.bility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in "Annemre an of this report in the format prescnbed in the Companies (Corporate Social Responsibility Policy) Rl1les,

2014. On account of financia1losses faced by the Company in last 3 years, there is no requirement of incurring CSR by the Company. The policy is available on the website ofthe Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo prescribed under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is Annexed as 4I.Ann&:xole Gn to this report.

PAllTICULAIlS OF EMPLOYEES AND RELATED DISCLOSUK.ES

The ratio of the remuneration of each director to the median employees remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rlll.e 5(1) of the Companies (Appointment and Remuneration ofManageria1 Personnel) Rules, 2014, are forming part of this report as "Annexule-C" •

In terms of the provisions of Section 197(12) of the Companies Act. 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employees drawing remuneration in excess of the limits set out in the said Rules are provided inthe Annexure forming part of the Annual Report.

ORDERS PASSED BY THE REGULATOB.S OK. COURTS OR.

TRIBUNALS

DuriIJg the financial Year 2021-22, On May 13, 2021 (received by the Company on May 25, 2021), the Honble National Company Law Tn"bunal (NCLT) had. passed an Order in the matter of Dinesh Gupta vs. R.olta India Limited, appointing Ms. Vandana Garg, as an Interim Resolution Professional to conduct the Insolvency Resolution Process for Rotta India Limited.

The Promotor of Company Mr. Kamal K Singh, had. filed a Special Leave Petition (Civil) with the Honble Supreme Court of India. On August 25, 2021, (received by the Company on September 13, 2021) the Honble Supreme Court of India, allowed the Special Leave Petition (Civil) and set aside the impugned order dated May 13, 2021 passed by the Honble NCLT.

The management, under the supervision of the Board. of Directors had. taken control of the Company and the Powers of the Board were restored, as per the Order passed by the Honble Supreme Court of India on August 25, 2021.

CORPORATE GOVERNANCE REPORT

The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this Report. The requisite certificate from the Secretarial Auditor of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Gove:rnance.

HUMAN RESOURCES

Human Resource policies of the Company are business focused and employee friendly, providing employees with opportunities to grow professionally as well as penonally.

However, the Company has been facing losses and cash crunch which has caused unavoidable suffering to its employees. The Company expects that with the induction of new capital and funds by investor through Restructuring Service Agreement of August 06, 2019, and Novation Agreement dated March 22,2022, situation will be normalised.

ACKNOWLEDGMENTS

The Board of Directoa wishes to express its sincere appreciation and thanks to all customers, stakeholders & shareholders for their consistent support and co-operation for its success.

Your Directors deeply appreciate contributions made by the Roltaites (employees) at all the levels worldwide and acknowledge their hard work and dedication in ensuring that the Company consistently performs well even in current turbulent times.

Kamal K Singh
Mumbai Chairman & Managing Director
November 16, 2022 DIN: 00260977