IGATE CORP - FORM 8-K - EX-99.1 - PATNI 6-K DISCLOSURES FILED ON OCTOBER 18, 2011

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Exhibit 99.1


Patni Computer Systems Limited		FAX to SE

Registered Office : Level II, Tower 3, Cybercity, Magarpatta City, Hadapsar, Pune - 411 013, India.

Corporate Office : Akruti, MIDC Cross Road No 21, Andheri (E), Mumbai - 400 093, India.

Audited financial results of Patni Computer Systems Limited for the three and nine months ended 30 September 2011, as per Indian GAAP (Standalone)

in Lakhs except share data


	Three months ended 30 September				Nine months ended 30 September				Year ended 31 December
	2011		2010		2011		2010		2010
Income
Sales and service income		53,331		48,210		154,333		139,650		189,127
Other operating income		62		1,235		4,290		9,175		13,934

		53,393		49,445		158,623		148,825		203,061

Expenditure
Personnel costs (Refer Note 5)		29,379		24,343		87,285		67,744		94,622
Selling, general and administration costs		10,883		6,373		24,613		26,395		34,878
Depreciation (net of transfer from revaluation reserves)		2,933		2,360		8,058		7,007		9,190

		43,195		33,076		119,956		101,146		138,690


Profit from operations before Other Income and Interest		10,198		16,369		38,667		47,679		64,371
Other income		2,142		1,247		5,694		5,790		7,616

Profit before interest		12,340		17,616		44,361		53,469		71,987

Interest costs		154		126		362		368		434

Profit before prior period items and taxation		12,186		17,490		43,999		53,101		71,553

Tax Expenses		3,082		2,668		8,637		7,142		6,048

Profit after tax and before prior period items		9,104		14,822		35,362		45,959		65,505

Prior period item (Refer Note 8)		—		—		381		—		—


Net Profit for the period		9,104		14,822		34,981		45,959		65,505
Paid up equity share capital (Face value per equity share of 2 each)		2,681		2,620		2,681		2,620		2,628
Reserves excluding revaluation reserves										291,668

Earnings per equity share of 2 each
- Basic		6.79		11.36		26.25		35.42		50.35
- Diluted		6.65		11.04		25.71		34.27		48.77
Dividend per share (Face value per equity share of 2 each)		—		63.00		—		63.00		63.00

Public Shareholding
- Number of Shares		23,972,257		70,884,415		23,972,257		70,884,415		71,327,878
- Percentage of Shareholding		17.88		54.12		17.88		54.12		54.28

Promoters and Promoter group Shareholding
a) Pledge/Encumbered
- Number of shares		—		—		—		—		—
- Percentage of shares (as a % of the total shareholding of promoter group)		—		—		—		—		—
- Percentage of shares (as a % of the total share capital of the Company)		—		—		—		—		—
b) Non-encumbered
- Number of shares		110,090,715		60,091,202		110,090,715		60,091,202		60,091,202
- Percentage of shares (as a % of the total shareholding of promoters and promoter group)		100.00		100.00		100.00		100.00		100.00
- Percentage of shares (as a % of the total share capital of the Company)		82.12		45.88		82.12		45.88		45.72

Notes :

1	The above statement of audited financial results was reviewed by the Audit Committee and approved by the Board of Directors at its meeting held on 18 October 2011.

Pan-Asia iGATE Solutions and iGATE Global Solutions Limited (iGATE), along with iGATE Corporation as the person acting in concert (“PAC”), acquired 62.13% of the equity share capital of the Company from Narendra Patni, Gajendra Patni, Ashok Patni (the “Previous Promoter Group”) and General Atlantic Mauritius Limited. Further 20.27% was acquired from public shareholders of the Company by way of mandatory tender offer in accordance with Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 at a price of LOGO

503.50 per share. As a result, the Acquirers have a majority stake of 82.40% of the equity share capital of the Company.


Patni Computer Systems Limited		FAX to SE

Registered Office : Level II, Tower 3, Cybercity, Magarpatta City, Hadapsar, Pune - 411 013, India.

Corporate Office : Akruti , MIDC Cross Road No 21, Andheri (E) , Mumbai - 400 093, India.

Audited financial results of Patni Computer Systems Limited for the three and nine months ended 30 September 2011, as per Indian GAAP (Standalone) (Contd.)

3	Investor complaints for the quarter ended 30 September 2011


Pending as on 1 July 2011	Received during the quarter		Disposed of during the quarter		Unresolved at the end of the quarter
—		26		26		—

4	Statement of Utilisation of ADS Funds as of 30 September 2011

No of shares

Price

Amount

Amount raised through ADS (6,156,250 ADSs @ $ 20.34 per ADS )

12,312,500

466

57,393

Share issue expenses

3,694

Net proceeds

53,699

Deployment :

1 Held as short term investments

7,258

2 Utilised for Capital expenditure for office facilities

45,232

3 Exchange loss

1,209

Total

53,699

5	As a result of acquisition of the Company, the management in three months ended 30 June 2011 terminated the services of certain employees and incurred 1,690 of severance costs which has been included in Personnel costs in nine months ended 30 September 2011.

6	With effect from 1 April 2011, the Company has aligned the estimated useful lives of Furniture and Fixtures and Electrical Installations with those followed by iGATE Corporation, its ultimate parent Company.

The revisions have been accounted for prospectively as change in accounting estimates resulting in additional depreciation charge in nine months ended 30 September 2011 of LOGO 1,432.

As per Company’s practice, it has finalised the amount of incentive payable to certain employees for the fiscal year 31 December 2010 based on completion of employee appraisals during the nine months ended 30 September 2011. Accordingly, the Company has reversed incentive accrual amounting to LOGO

95 and

1,529 (net of provisions for overachievements) which has been included under personnel cost in profit and loss account for the three and nine months period ended 30 September 2011 respectively.

8	Prior period item for the nine months ended 30 September 2011 includes deferred costs amounting to 381

9	Previous period figures have been appropriately reclassified / regrouped to conform to the current period’s presentation.


				By Order of the Board
				for Patni Computer Systems Limited

Place : Mumbai
Date : 18 October 2011				Mr. Phaneesh Murthy
				CEO & Managing Director


Patni Computer Systems Limited and Subsidiaries			FAX to SE
Registered Office : Level II, Tower 3, Cybercity, Magarpatta City, Hadapsar, Pune - 411 013, India.
Corporate Office : Akruti , MIDC Cross Road No 21, Andheri (E) , Mumbai - 400 093, India.
Audited consolidated financial results of Patni Computer Systems Limited and subsidiaries for the three and nine months ended 30 September 2011, as per Indian GAAP.

in Lakhs except share data


	Three months ended 30 September				Nine months ended 30 September					Year ended 31 December
	2011		2010		2011			2010		2010
Income
Sales and service income		88,934		82,270		257,064			236,721		318,808
Other operating income		244		1,323		4,832			9,400		14,056

		89,178		83,593		261,896			246,121		332,864


Expenditure
Personnel costs (refer note 5)		51,857		48,758		166,535			139,767		188,981
Selling, general and administration costs		23,369		15,696		56,001			50,112		68,758
Depreciation (net of transfer from revaluation reserves)		3,421		3,142		10,259			8,913		11,846

		78,647		67,596		232,795			198,792		269,585


Profit from operations before Other Income and Interest		10,531		15,997		29,101			47,329		63,279
Other income		2,261		1,315		6,058			5,965		7,887
Profit before interest		12,792		17,312		35,159			53,294		71,166
Interest costs		158		128		333			375		478
Impairment of intangibles (refer note 9)						8,918					—

Profit before prior period items and tax		12,634		17,184		25,908			52,919		70,688


Tax expenses		3,607		2,739		4,648			8,096		8,371

Profit after tax and before prior period items		9,027		14,445		21,260			44,823		62,317


Prior period items (refer note 8)		—		—		(1,156	)		—		—

Net Profit for the period		9,027		14,445		20,104			44,823		62,317


Paid up equity share capital (Face value per equity share of 2 each)		2,681		2,620		2,681			2,620		2,628
Reserves excluding revaluation reserves											320,018

Earnings per equity share of 2 each
- Basic		6.74		11.08		15.09			34.55		47.90
- Diluted		6.60		10.77		14.78			33.44		46.44
Dividend per share (Face value per equity share of 2 each)				63.00					63.00		63.00

Public Shareholding
- Number of Shares		23,972,257		70,884,415		23,972,257			70,884,415		71,327,878
- Percentage of Shareholding		17.88		54.12		17.88			54.12		54.28

Promoters and Promoter group Shareholding
a) Pledge/Encumbered
- Number of shares		—		—		—			—		—
- Percentage of shares (as a % of the total shareholding of promoter group)		—		—		—			—		—
- Percentage of shares (as a % of the total share capital of the Company)		—		—		—			—		—
b) Non-encumbered
- Number of shares		110,090,715		60,091,202		110,090,715			60,091,202		60,091,202
- Percentage of shares (as a % of the total shareholding of promoters and promoter group)		100.00		100.00		100.00			100.00		100.00
- Percentage of shares (as a % of the total share capital of the Company)		82.12		45.88		82.12			45.88		45.72


Patni Computer Systems Limited and Subsidiaries			FAX to SE
Registered Office : Level II, Tower 3, Cybercity, Magarpatta City, Hadapsar, Pune - 411 013, India.
Corporate Office : Akruti, MIDC Cross Road No 21, Andheri (E), Mumbai - 400 093, India.

Notes :

1	The above statement of audited financial results was reviewed by the Audit Committee and approved by the Board of Directors at its meeting held on 18 October 2011.

Pan-Asia iGATE Solutions and iGATE Global Solutions Limited (iGATE), alongwith iGATE Corporation as the person acting in concert (“PAC”), acquired 62.13% of the equity share capital of the Company from Narendra Patni, Gajendra Patni, Ashok Patni and General Atlantic Mauritius Limited. Further 20.27% was acquired from public shareholders of the Company by way of mandatory tender offer in accordance with Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 at a price of LOGO

503.50 per share. As a result, iGATE has a majority stake of 82.40% of the equity share capital of the Company.

3	Investor complaints for the quarter ended 30 September 2011

Pending as on

1 July 2011

Received during
the quarter

Disposed of during
the quarter

Unresolved at the
end of the quarter

—

4	Statement of Utilisation of ADS Funds as of 30 September 2011

No of shares

Price

Amount

Amount raised through ADS ( 6,156,250 ADSs @ $20.34 per ADS )

12,312,500

466

57,393

Share issue expenses

3,694

Net proceeds

53,699

Deployment :

1 Held as short term investments

7,258

2 Utilised for Capital expenditure for office facilities

45,232

3 Exchange loss

1,209

Total

53,699

5	As a result of acquisition of the Company, the management in three months ended 30 June 2011 terminated the services of certain employees and incurred 5,942 of severance costs which has been included in Personnel cost in nine months ended 30 September 2011.

6	With effect from 1 April 2011, the Company has aligned the estimated useful lives of Furniture and Fixtures and Electrical Installations with those followed by iGATE Corporation, it’s ultimate parent Company.

The revisions have been accounted for prospectively as change in accounting estimates resulting in additional depreciation charge in nine months ended 30 September 2011 LOGO 1,518 .

188 and

2,488 (net of provisions for overachievements) which has been included under personnel cost in profit and loss account for the three and nine months period ended 30 September 2011 respectively.

8	Prior period items:

Prior period item for the three months and nine months ended 30 September 2011 includes following items:


Particulars	Three months ended 30 September 2011		Nine months ended 30 September 2011
Provision for long term medical benefits		—		(673	)
Compensated absences		—		535
Deferred cost for revenue contracts		—		(1,018	)

Total		—		(1,156	)

During the quarter ended 30 June 2011, the Company evaluated certain IPR with value of LOGO

8,918 and concluded that they were impaired as a result of substantial decline in expected cashflows and change in business strategy for usage of IPR. Accordingly, in the nine months period ended 30 September 2011, the Company recorded an impairment charge of LOGO

8,918.

Consequent to iGATE’ acquiring majority ownership in the Company, there has been change in operational and management structure of the Company. With this change, the board of directors and CEO of the Company review the performance of the Company as one primary segment. Accordingly, no segment disclosure is made for primary business segment.

11	Previous period’s figures have been appropriately reclassified/regrouped to conform to the current period’s presentation.


				By Order of the Board
				for Patni Computer Systems Limited

Mumbai				Phaneesh Murthy
18 October 2011				CEO & Managing Director


Patni Computer Systems Limited and Subsidiaries			FAX to SE

Registered Office : Level II, Tower 3, Cybercity, Magarpatta City, Hadapsar, Pune - 411 013, India.

Corporate Office : Akruti , MIDC Cross Road No 21, Andheri (E) , Mumbai - 400 093, India.

Summary of Consolidated financial results of Patni Computer Systems Limited and subsidiaries for the quarter and nine months ended 30 September 2011, prepared as per US GAAP

US $ in lakhs except share data


	Three months ended 30 September 2011			Three months ended 30 September 2010			16 May 2011 through 30 September 2011			1 January 2011 through 15 May 2011			Nine months ended 30 September 2010			Year ended 31 December 2010
	Successor Company			Predecessor Company			Successor Company			Predecessor Company			Predecessor Company			Predecessor Company
Net revenues		1,910			1,788			2,852			2,799			5,186			7,017
Cost of revenues (exclusive of depreciation and amortization)		1,219			1,113			1,854			1,797			3,114			4,280

Gross profit		691			675			998			1,002			2,072			2,737

Selling, general and administrative expenses		355			327			610			680			1,000			1,342
Depreciation and amortization		111			74			176			110			212			285
Foreign exchange loss (gain), net		68			(48	)		36			(92	)		(139	)		(220	)

Operating income		157			322			176			304			999			1,330

Interest and dividend income		36			28			57			48			112			134
Interest expense		(4	)		(3	)		(5	)		(2	)		(8	)		(11	)
Interest expense reversed		—			—			—			—			—			11
(Loss) gain on sale of investments, net		(2	)		5			4			11			32			56
Other income (loss), net		3			(5	)		5			5			3			5

Income before income taxes		190			347			237			366			1,138			1,525
Income taxes		20			61			40			104			200			193

Net Income		170			286			197			262			938			1,332

Earnings per share
- Basic	$	0.13		$	0.22		$	0.15		$	0.20		$	0.72		$	1.02
- Diluted	$	0.13		$	0.21		$	0.15		$	0.19		$	0.70		$	0.99
Weighted average number of common shares used in computing earnings per share
- Basic		134,020,900			130,424,874			134,175,008			131,464,575			129,750,565			130,101,442
- Diluted		135,457,278			133,862,898			135,611,385			135,165,637			133,633,044			133,848,374
Total assets		15,773			8,327			15,773						8,327			8,728
Cash and cash equivalents		433			855			433						855			787
Investments		3,238			2,323			3,238						2,323			2,836

Notes:

1	The above summary of consolidated unaudited financial results were taken on record by the Board of Directors at its meeting held on 18 October 2011.

Pan-Asia iGATE Solutions and iGATE Global Solutions Limited (iGATE), alongwith iGATE Corporation as the person acting in concert, acquired 62.13% of the equity share capital of the Company from Narendra Patni, Gajendra Patni, Ashok Patni and General Atlantic Mauritius Limited. Further 20.27% was acquired from public shareholders of the Company by way of mandatory tender offer in accordance with Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 at a price of LOGO

503.50 per share. As a result, iGATE has a majority stake of 82.40% of the equity share capital of the Company.

For convenience, the Company has used a cut-off date of 15 May 2011 as the acquisition date since the transactions from 13 May 2011 and 14 May 2011 were insignificant. FASB ASC 805-50-S99 “Business Combinations-Related issues” governs the application of push down accounting in situations where ownership is increased to 80% or more. The Purchasers own 82.40% of the outstanding shares of the Company. As a result of the significant change in share ownership, the post-15 May 2011 Condensed Consolidated Financial Statements reflect the new basis of accounting as required by the authoritative guidance under ASC 805-50-S99, and have applied the SEC rules and guidance regarding “push down” accounting treatment. Accordingly, the Company’s Condensed Consolidated Financial Statements prior to the acquisition by iGATE reflect the historical accounting basis in its assets and liabilities and are labeled Predecessor Company, while such Condensed Consolidated Financial Statements subsequent to the acquisition by iGATE are labeled Successor Company and reflect the push down basis of accounting for the fair values of assets and liabilities acquired by iGATE. This effect is presented in the Company’s Condensed Consolidated Financial Statements by a vertical black line division between the columns entitled Predecessor Company and Successor Company on the statements. The black line signifies that the amounts shown for the periods prior to and subsequent to the iGATE acquisition are not comparable.

The acquisition has been accounted for under the acquisition method of accounting in accordance with ASC 805, “Business Combination”. The total purchase price and noncontrolling interest in connection with the transaction has been allocated to Patni’s net tangible and intangible assets based on their estimated fair values at the date of acquisition. The purchase price allocation is based upon preliminary estimates and assumptions that may be subject to change. The excess purchase price beyond amounts allocated to net tangible and intangible assets has been recorded as Goodwill. The Company does not expect the Goodwill recognized to be deductible for income tax purposes.

The Company has finalized the amount of incentive payable to the employees for the fiscal year 31 December 2010 based on completion of employee appraisals including final determination of key operating parameters applicable to each employee and business unit during the nine months ended 30 September 2011. Accordingly, the Company has reversed incentive accrual amounting to $4 and $63 which has been included in personnel cost in the statement of income for the three months ended 30 September 2011 and for the period 1 January 2011 through 15 May 2011 respectively and overachievement of $7 for the period 16 May 2011 through 30 September 2011.

As a result of acquisition of the Company, the management terminated the service of some of the senior managers. The Company incurred $71 and $62 of severance costs included in Selling and Administrative expenses in the period 1 January 2011 through 15 May 2011 and 16 May 2011 through 30 September 2011, respectively.

6	The Company has evaluated subsequent events through the date of posting the financial statements on its website and no events have occurred from the balance sheet date that would impact the Condensed Consolidated Financial Statements.

7	Certain reclassifications of the prior period amounts and presentation have been made to conform to the presentation adopted for the current period in line with iGATE’s presentation in financial statements.

- Depreciation and amortization expense is reclassified from cost of revenues and selling, general and administrative expenses, respectively, and disclosed separately on the face of the Statement of Income.

- Certain costs relating to office rent, electricity, water, diesel, repair and maintenance are reclassified from cost of revenues and included as part of selling, general and administrative expenses.


Patni Computer Systems Limited and Subsidiaries		FAX to SE

Registered Office : Level II, Tower 3, Cybercity, Magarpatta City, Hadapsar, Pune - 411 013, India.

Corporate Office : Akruti , MIDC Cross Road No 21, Andheri (E) , Mumbai - 400 093, India.

Summary of financial statements prepared as per US GAAP - Convenience translation (Unaudited)

in lakhs except share data

Three months ended
30 September 2011

Three months ended
30 September 2010

16 May
2011
through
30 September 2011

1 January
2011
through
15 May 2011

Nine months
ended 30
September 2010

Year ended 31
December 2010

Successor
Company

Predecessor
Company

Successor
Company

Predecessor
Company

Exchange Rate ( LOGO )

49.05

44.56

49.05

44.86

44.56

44.8

Net revenues

93,668

79,667

139,907

125,555

231,113

314,361

Cost of revenues (exclusive of depreciation and amortization)

59,771

49,573

90,973

80,586

138,724

191,745

Gross profit

33,897

30,094

48,934

44,969

92,389

122,616

Selling, general and administrative expenses

17,442

14,608

29,916

30,513

44,611

60,132

Depreciation and amortization

5,428

3,286

8,640

4,922

9,439

12,744

Foreign exchange loss (gain), net

3,339

(2,167

)

1,738

(4,111

)

(6,189

)

(9,860

)

Operating income

7,688

14,367

8,640

13,645

44,528

59,600

Interest and dividend income

1,753

1,232

2,819

2,133

4,983

6,000

Interest expense

(167

)

(124

)

(251

)

(96

)

(366

)

(472

)

Interest expense reversed

—

477

(Loss) gain on sale of investments, net

(111

)

233

201

473

1,428

2,510

Other income (loss), net

163

(222

)

229

236

131

212

Income before income taxes

9,326

15,486

11,638

16,391

50,704

68,327

Income taxes

979

2,679

1,951

4,646

8,912

8,663

Net Income

8,347

12,807

9,687

11,745

41,792

59,664

Earnings per share

- Basic

6.23

9.82

7.22

8.93

32.21

45.86

- Diluted

6.16

9.51

7.14

8.69

31.21

44.58

Total assets

773,656

371,038

773,656

371,038

391,007

Cash and cash equivalents

21,225

38,097

21,225

38,097

35,273

Investments

158,846

103,514

158,846

103,514

127,069

Disclaimer:

We have translated the financial data derived from our consolidated financial statements prepared in accordance with US GAAP for each period at the noon buying rate in the City of New York on the last business day of such period for cable transfers in Rupees as certified for customs purposes by the Federal Reserve Bank of New York. The translations should not be considered as a representation that such US Dollar amounts have been, could have been or could be converted into Rupees at any particular rate, the rate stated above, or at all. Investors are cautioned not to rely on such translated amounts.

LOGO

Patni Reports Third Quarter Results with a 6.8% Year Over Year Increase in Revenue

Integration with iGATE progressing smoothly and showing results; Continued reduction in attrition levels

Mumbai, India, October 18, 2011: Patni Computer Systems Limited (Patni or the Company) today announced its financial results for the third quarter ended September 30, 2011.

Third Quarter Highlights

•

Revenues for the quarter were at U.S. $191.0 million ( 9,453 million)

•

Revenues increased 6.8% from U.S. $178.8 million ( LOGO 7,967 million) in the corresponding quarter 2010.

•

Percentage of revenue derived from our top ten customers decreased to 46.4% from 48.5% in corresponding quarter 2010.

•

Two Fortune 1000 clients added in the quarter.

•

Non GAAP EBITDA for the quarter was at U.S. $35.7 million

•

Decreased by 1.4% from US $36.2 million in the corresponding quarter 2010.

•

Net Income for the quarter was at U.S. $17.0 million ( 842.4 million)

•

Decreased by 40.8% from U.S. $28.7 million ( LOGO 1,280.9 million) in the corresponding quarter 2010

•

Decreased by 34.1% to U.S. $20.6 million after adjusting for non-GAAP adjustments.

•

Earnings Per Share (or EPS) for the quarter were at U.S. $0.13 per share [$ 0.25 per American Depository Share (or ADS)]; after adjustment for non-GAAP items, EPS were at U.S. $0.15 ( 0.31 per ADS).

•

During the quarter, the Company generated cash flow of U.S. $10.5 million from operating activities and ended the quarter with U.S. $367.1 million in cash and short-term investments.

•

During the quarter, the SGnA cost was reduced by U.S. $4 million through a mix of headcount rationalization, optimization of facilities and administration cost, and centralizing some of the support functions.

•

Headcount was 17,853 as of September 30, 2011.

Commenting on the results, Phaneesh Murthy, Chief Executive Officer and Managing Director, Patni said, “Our integration efforts [with iGATE Corporation (NASADQ: IGTE)] are progressing smoothly. Measurable outcomes like attrition rate and pipeline building are trending in the right direction.”

On the market viewpoint, he said, “While we do not see any cut back in the existing projects, we still retain a cautious outlook for the 2012 budgets in some verticals.”

Key Client Wins

•

A leading U.S.-based Fortune 1000 bank has signed up with Patni for Application Development and Maintenance Services.

•

A Singapore-based healthcare provider has selected Patni for the automation of the financial reporting data from its clinical systems.

•

A leading Fortune 1000 financial services company has chosen Patni to build a utility for its reconciliation activities and to provide it with Business Process Outsourcing (or BPO) services.

•

A Middle East-based petroleum services company has selected Patni to implement business process management software at a group level.

•

A large U.S.-based telecommunications company has signed up with Patni for a large-scale implementation of Siebel’s customer relationship management (or CRM) software.

LOGO

Table 1

Unaudited Consolidated Statement of Income – U.S. GAAP (in U.S. $ thousands) for the quarter ended September 30, 2011.

A1) UNAUDITED CONSOLIDATED STATEMENT OF INCOME - US GAAP (US$ ‘000) for the quarter/ period ended


Particulars	Quarter ended Sep 30 2011 Successor Company		Quarter ended Sep 30 2010 Predecessor Company			YoY change %			Period May 16, 2011 to June 30, 2011 Successor Company			Period Apr 1, 2011 to May 15, 2011 Predecessor Company			Quarter ended Jun 30 2011 Total (NON GAAP)			QoQ change %
Revenue		190,965		178,787			6.8	%		94,268			89,568			183,836			3.9	%
Cost of revenues (exclusive of depreciation and amortization)		121,858		111,250			9.5	%		63,612			59,509			123,121			-1.0	%
Gross Profit		69,107		67,537			2.3	%		30,656			30,059			60,715			13.8	%
Selling, general and administrative expenses		35,559		32,783			8.5	%		25,432			31,701			57,133			-37.8	%
Depreciation & Amortization		11,066		7,373			50.1	%		6,549			3,708			10,257			7.9	%
Foreign exchange Loss (gain), net		6,808		(4,864	)		-240.0	%		(3,265	)		(3,705	)		(6,970	)		-197.7	%
Operating income (loss)		15,674		32,245			-51.4	%		1,940			(1,645	)		295			5205.7	%
Other income, net		3,341		2,512			33.0	%		2,772			1,348			4,120			-18.9	%
Income (loss) before income taxes		19,015		34,757			-45.3	%		4,712			(297	)		4,415			330.7	%
Income taxes		1,996		6,012			-66.8	%		1,982			9			1,991			0.3	%
Net income/(loss)		17,019		28,745			-40.8	%		2,730			(306	)		2,424			602.1	%
Earnings per share — GAAP
- Basic	$	0.13	$	0.22			-42.4	%	$	0.02		($	0.00	)	$	0.02			599.6	%
- Diluted	$	0.13	$	0.21			-41.5	%	$	0.02		($	0.00	)	$	0.02			602.9	%
Weighted average number of common shares used in computing earnings per share
- Basic		134,020,900		130,424,874						133,915,882			133,544,231			133,570,818
- Diluted		135,457,278		133,862,898						135,773,325			135,420,766			135,642,004
NON GAAP Adjustments
Amortization of Intangible assets		2,622		1,450						1,740			798			2,538
Stock Based Compensation		2,184		1,485						1,225			404			1,629
Severance expenses										6,164			11,289			17,453
Total NON GAAP Adjustments		4,806		2,935						9,129			12,491			21,620
Tax on above		1,227		421						2,264			2,906			5,170
Non-GAAP Net Income		20,598		31,259			-34.1	%		9,595			9,279			18,874			9.1	%
Earnings per share — NON GAAP
- Basic	$	0.15	$	0.24			-35.9	%	$	0.07		$	0.07		$	0.14			8.8	%
- Diluted	$	0.15	$	0.23			-34.9	%	$	0.07		$	0.07		$	0.14			9.3	%
NON GAAP Adjustments
Stock Based Compensation		2,184		1,485						1,225			404			1,629
Severance expenses		—		—						6,164			11,289			17,453
Total NON GAAP Adjustments		2,184		1,485						7,389			11,693			19,082
Non-GAAP EBITDA		35,732		36,239			-1.4	%		12,613			10,051			22,664			57.7	%

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Table 2

Unaudited Consolidated Statement of Income ( ‘000) for the quarter ended September 30, 2011, based on Convenience Translation.

D1) UNAUDITED CONSOLIDATED STATEMENT OF INCOME ( ‘000): BASED ON CONVENIENCE TRANSLATION

For the quarter / period ended


Particulars	Quarter ended Sep 30 2011 Successor Company		Period May 16, 2011 to June 30, 2011 Successor Company			Period Apr 1, 2011 to May 15, 2011 Predecessor Company			Quarter ended Jun 30 2011 Total (NON GAAP)			Quarter ended Sep 30 2010 Predecessor Company
Exchange rate$1 = INR		49.50		44.59			44.86			44.72			44.56
Revenues		9,452,768		4,203,407			4,018,019			8,221,427			7,966,747
Cost of revenues (exclusive of depreciation and amortization)		6,031,970		2,836,475			2,669,552			5,506,026			4,957,290
Gross Profit		3,420,798		1,366,932			1,348,467			2,715,400			3,009,457
Selling, general and administrative expenses		1,760,182		1,134,023			1,422,078			2,556,101			1,460,796
Depreciation & Amortization		547,770		291,994			166,347			458,341			328,560
Foreign exchange gain / (loss), net		336,985		(145,593	)		(166,201	)		(311,794	)		(216,723	)
Operating income/(loss)		775,860		86,508			(73,757	)		12,752			1,436,824
Other income, net		165,355		123,606			60,457			184,062			111,936
Income/(loss) before income taxes		941,215		210,114			(13,300	)		196,814			1,548,760
Income taxes		98,813		88,365			424			88,790			267,882
Net income/(loss)		842,403		121,749			(13,724	)		108,024			1,280,878
Earnings per share
- Basic		6.29		0.91			(0.10	)		0.81			9.82
- Diluted		6.22		0.90			(0.10	)		0.80			9.51
Weighted average number of common shares used in computing earnings per share
- Basic		134,020,900		133,915,882			133,544,231			133,570,818			130,424,874
- Diluted		135,457,278		135,773,325			135,420,766			135,642,004			133,862,898

Important Notes to the release

•

Fiscal Year: Patni’s fiscal year commences on January 1 and ends on December 31. The current review covers the financial and operating performance of the Company for the quarter ended September 30, 2011. On May 12, 2011, approximately 82.4% of our shares were acquired by iGATE Corporation. For convenience, we have used a cut-off date of May 15, 2011 as the transactions from May 13, 2011 and May 14, 2011 were insignificant. The post May 15, 2011 consolidated financial statements reflect the new basis of accounting as required by the authoritative guidance under ASC 805-50-S99-1, and have applied the SEC rules and guidance regarding “push down” accounting treatment. Accordingly, our consolidated financial statements prior to the acquisition by iGATE Corporation reflect the historical accounting basis in our assets and liabilities and are labeled Predecessor Company, while such consolidated financial statements subsequent to the acquisition by iGATE Corporation are labeled Successor Company and reflect the push down basis of accounting for the fair values of assets and liabilities acquired by iGATE Corporation. The results for the three months ended September 30, 2011 may not be comparable to the results for the three months ended September 30, 2010 as a result of the push down accounting treatment.

•

U.S. GAAP: A Consolidated Statement of Income in U.S. GAAP is available on Page 3 of the Fact Sheet attached to this release.

•

Percentage analysis: Any percentage amounts, as set forth in this release, unless otherwise indicated, have been calculated on the basis of the U.S. Dollar amounts derived from our consolidated financial statements prepared in accordance with U.S. GAAP, and not on the basis of any translated Rupee amount. Calculation of percentage amounts on the basis of Rupee amounts may lead to results that are different, in a material way, from those calculated as per U.S. Dollar amounts.

•

Convenience translation: A Consolidated Statement of Income as per Convenience Translation prepared in accordance with U.S. GAAP is available on page 6 of the Fact Sheet attached to this release. We have translated the financial data derived from our consolidated financial statements prepared in accordance with U.S. GAAP for each period at the noon buying rate in the City of New York on the last business day of such period for cable transfers in Rupees as certified for customs purposes by the Federal Reserve Bank of New York. The translations should not be considered as a representation that such US Dollar amounts have been, could have been or could be converted into Rupees at any particular rate, the rate stated elsewhere in this document, or at all. Investors are cautioned to not rely on such translated amounts.

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Use of non-GAAP Financial Measures

This press release contains non-GAAP financial measures as defined by the Securities and Exchange Commission. These non-GAAP measures are not in accordance with, or an alternative for measures prepared in accordance with, generally accepted accounting principles in the United States (or GAAP) and may be different from non-GAAP measures used by other companies. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. Reconciliations of these non-GAAP measures to their comparable GAAP measures are included in the attached financial tables.

Patni believes that non-GAAP measures have limitations in that they do not reflect all of the amounts associated with Patni’s results of operations as determined in accordance with GAAP and that these measures should only be used to evaluate Patni’s results of operations in conjunction with the corresponding GAAP measures. These non-GAAP measures should be considered supplemental in nature and should not be considered in isolation or be construed as being more important than comparable GAAP measures.

Patni believes that providing Earnings before Interest, Taxes, Depreciation and Amortization (or EBITDA), Adjusted EBITDA, non-GAAP net income and non-GAAP diluted earnings per share in addition to the related GAAP measures provides investors with greater transparency to the information used by Patni’s management in its financial and operational decision-making. These non-GAAP measures are also used in connection with performance compensation programs.

More specifically, the non-GAAP financial measures contained herein exclude the following items:

•

Amortization of intangible assets. Intangible assets comprise value of customer relationships. Patni incurs charges relating to the amortization of these intangibles. These charges are included in Patni’s GAAP presentation of earnings from operations, operating margin, net income and diluted earnings per share. Patni excludes these charges for purposes of calculating these non-GAAP measures.

•

Severance Cost. As a result of its acquisition by iGATE Corporation, the Company incurred severance costs in connection with the termination of the services of some of its employees.

•

Stock-based compensation. Although stock-based compensation is an important aspect of the compensation of Patni’s employees and executives, determining the fair value of the stock-based instruments involves a high degree of judgment and estimation and the expense recorded may not reflect the actual value realized upon the future exercise or termination of the related stock-based awards. Furthermore, unlike cash compensation, the value of stock-based compensation is determined using a complex formula that incorporates factors, such as market volatility, that are beyond our control. Management believes it is useful to exclude stock-based compensation in order to better understand the long-term performance of our core business.

From time to time in the future, there may be other items that Patni may exclude in presenting its financial results.

About iGATE Patni

‘iGATE Patni’ is the common brand identity of two organizations — iGATE Corporation (or iGATE) and Patni Computer Systems Limited (or Patni). With iGATE having acquired a majority stake in Patni, the two companies, under the common brand iGATE Patni, jointly provide full-spectrum consulting, technology and business process outsourcing, and product engineering services on a Business Outcomes-based model. Armed with over three decades of IT Services experience and powered by the iTOPS (Integrated Technology and Operations) platform, iGATE Patni’s multi-location global organization with a talent pool of 26,000+ people, consistently delivers effective solutions to over 360 Fortune 1000 clients spanning across verticals such as banking and financial services; insurance and healthcare; life sciences; manufacturing, retail, distribution and logistics; media, entertainment leisure and travel; communication, energy and utilities; public sector; and independent software vendors. Visit: www.igatepatni.com

iGATE Corporation is listed on the NASDAQ Stock Market (IGTE), and Patni Computer Systems Limited is listed on the Bombay Stock Exchange (532517), the National Stock Exchange of India (PATNI) and the New York Stock Exchange (PTI).

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Media Contact		Investor Contact

Prabhanjan Deshpande “PD”		Araceli Roiz
+91 80 4104 5006		+1 510 896 3007
PD@igatepatni.com		araceli.roiz@igatepatni.com

Safe Harbor

Certain statements in this release concerning the benefits of the acquisition by iGATE, the business outlook, the demand for products and services, our future growth prospects and all other statements in this release other than recitation of historical facts are forward-looking statements, which involve a number of risks and uncertainties that could cause actual results to differ materially from those in such forward-looking statements. Words such as “expect”, “potential”, “believes”, “anticipates”, “plans”, “intends” and similar expressions are intended to identify such forward-looking statements. The risks and uncertainties relating to these statements include, but are not limited to, risks and uncertainties regarding fluctuations in earnings, our ability to manage growth and the integration of iGATE and Patni, whether the companies can successfully provide services/products and the degree to which these gain market acceptance, our relationship with iGATE, including the risks related to its business, some of which are discussed under the caption “Risk Factors” in iGATE’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, intense competition in IT services including those factors which may affect our cost advantage, wage increases in India, our ability to attract and retain highly skilled professionals, time and cost overruns on fixed-price, fixed-time frame contracts, client concentration, restrictions on immigration, our ability to manage our international operations, reduced demand for technology in our key focus areas, disruptions in telecommunication networks, liability for damages on our service contracts, the success of the companies in which Patni has made strategic investments, withdrawal of governmental fiscal incentives, political instability, legal restrictions on raising capital or acquiring companies outside India, unauthorized use of our intellectual property and general economic conditions affecting our industry. Actual results may differ materially from those contained in the forward-looking statements in this press release. Any forward-looking statements are based on information currently available to the Company. The Company does not undertake to update any forward-looking statement that may be made from time to time by or on behalf of the Company.


*Financial and Operating Information*

for the quarter ended September 30, 2011		October 18, 2011

NOTES:

•

Fiscal Year

Patni follows a January — December fiscal year. The current review covers the financial and operating performance of the Company for the quarter ended September 30, 2011.

•

U.S. GAAP

All figures in this release pertain to accounts presented as per U.S. GAAP unless stated otherwise.

•

Percentage analysis

Any percentage amounts, as set forth in this release, unless otherwise indicated, have been calculated on the basis of the U.S. Dollar amounts derived from our consolidated financial statements prepared in accordance with U.S. GAAP, and not on the basis of any translated Rupee amount. Calculation of percentage amounts on the basis of Rupee amounts may lead to results that are different, in a material way, from those calculated as per U.S. Dollar amounts.

•

Convenience translation

We have translated the financial data derived from our consolidated financial statements prepared in accordance with U.S. GAAP for each period at the noon buying rate in the City of New York on the last business day of such period for cable transfers in Rupees as certified for customs purposes by the Federal Reserve Bank of New York. The translations should not be considered as a representation that such US Dollar amounts have been, could have been or could be converted into Rupees at any particular rate, the rate stated elsewhere, or at all. Investors are cautioned to not rely on such translated amounts.

•

Reclassification

Certain reclassifications have been made in the financial statements of prior years to conform to classifications used in the current year.


*Financial and Operating Information*

for the quarter ended September 30, 2011		October 18, 2011

Fact Sheet Summary Index


Ref Number	Description	Page No.
A	US GAAP Financials
A1	Consolidated Statement of Income		14
A2	Consolidated Balance Sheet		15
A3	Consolidated Cash Flow Statement		15

B	Indian GAAP Financials
B1	Conslidated Statement of Income		15
B2	Consolidated Balance Sheet		16
B3	Consolidated Cash Flow Statement		16

C	Reconcilation between US GAAP and Indian GAAP Income Statement		16

D	US GAAP Financials Based on Convenience Translation
D1	Consolidated Statement of Income		17
D2	Net (loss)/ profit before tax and adjustments		17
D3	Consolidated Cash Flow Statement		17

E	Operational and Analytical Information
E1	Revenue Analysis		17
E2	Revenue Mix and Utilization		18
E3	Employee Metrics		18
E4	Currency Rates		18


*Financial and Operating Information*

for the quarter ended September 30, 2011		October 18, 2011

A1) UNAUDITED CONSOLIDATED STATEMENT OF INCOME - US GAAP (US$ ‘000) for the quarter/ period ended


Particulars	Quarter ended Sep 30 2011 Successor Company		Quarter ended Sep 30 2010 Predecessor Company			YoY change %			Period May 16,2011 to June 30,2011 Successor Company			Period Apr 1,2011 to May 15,2011 Predecessor Company			Quarter ended Jun 30 2011 Total (NON GAAP)			QoQ change %
Revenue		190,965		178,787			6.8	%		94,268			89,568			183,836			3.9	%
Cost of revenues (exclusive of depreciation and amortization)		121,858		111,250			9.5	%		63,612			59,509			123,121			-1.0	%
Gross Profit		69,107		67,537			2.3	%		30,656			30,059			60,715			13.8	%
Selling, general and administrative expenses		35,559		32,783			8.5	%		25,432			31,701			57,133			-37.8	%
Depreciation & Amortization		11,066		7,373			50.1	%		6,549			3,708			10,257			7.9	%
Foreign exchange Loss (gain), net		6,808		(4,864	)		-240.0	%		(3,265	)		(3,705	)		(6,970	)		-197.7	%
Operating income (loss)		15,674		32,245			-51.4	%		1,940			(1,645	)		295			5205.7	%
Other income, net		3,341		2,512			33.0	%		2,772			1,348			4,120			-18.9	%
Income (loss) before income taxes		19,015		34,757			-45.3	%		4,712			(297	)		4,415			330.7	%
Income taxes		1,996		6,012			-66.8	%		1,982			9			1,991			0.3	%
Net income/(loss)		17,019		28,745			-40.8	%		2,730			(306	)		2,424			602.1	%

Earnings per share - GAAP
- Basic	$	0.13	$	0.22			-42.4	%	$	0.02		($	0.00	)	$	0.02			599.6	%
- Diluted	$	0.13	$	0.21			-41.5	%	$	0.02		($	0.00	)	$	0.02			602.9	%

Weighted average number of common shares used in computing earnings per share
- Basic		134,020,900		130,424,874						133,915,882			133,544,231			133,570,818
- Diluted		135,457,278		133,862,898						135,773,325			135,420,766			135,642,004

NON GAAP Adjustments
Amortization of Intangible assets		2,622		1,450						1,740			798			2,538
Stock Based Compensation		2,184		1,485						1,225			404			1,629
Severance expenses										6,164			11,289			17,453
Total NON GAAP Adjustments		4,806		2,935						9,129			12,491			21,620

Tax on above		1,227		421						2,264			2,906			5,170

Non-GAAP Net Income		20,598		31,259			-34.1	%		9,595			9,279			18,874			9.1	%
Earnings per share - NON GAAP
- Basic	$	0.15	$	0.24			-35.9	%	$	0.07		$	0.07		$	0.14			8.8	%
- Diluted	$	0.15	$	0.23			-34.9	%	$	0.07		$	0.07		$	0.14			9.3	%

NON GAAP Adjustments
Stock Based Compensation		2,184		1,485						1,225			404			1,629
Severance expenses		—		—						6,164			11,289			17,453
Total NON GAAP Adjustments		2,184		1,485						7,389			11,693			19,082

Non-GAAP EBITDA		35,732		36,239			-1.4	%		12,613			10,051			22,664			57.7	%

Note On May 12, 2011, approximately 82.4% of our shares were acquired by iGATE Corporation. For convenience, we have used a cut-off date of May 15, 2011 as the transactions from May 13, 2011 and May 14, 2011 were insignificant. The post May 15, 2011 consolidated financial statements reflect the new basis of accounting as required by the authoritative guidance under ASC 805-50-S99-1, and have applied the SEC rules and guidance regarding “push down” accounting treatment. Accordingly, our consolidated financial statements prior to the acquisition by iGATE Corporation reflect the historical accounting basis in our assets and liabilities and are labeled Predecessor Company, while such consolidated financial statements subsequent to the acquisition by iGATE Corporation are labeled Successor Company and reflect the push down basis of accounting for the fair values of assets and liabilities acquired by iGATE Corporation. The results for the three months ended September 30, 2011 may not be comparable to the results for the three months ended September 30, 2010 as a result of the push down accounting treatment.


*Financial and Operating Information*

for the quarter ended September 30, 2011		October 18, 2011

A2) CONSOLIDATED BALANCE SHEET USGAAP (US$ ‘000)


Particulars	30-Sep-11 (Unaudited) Successor Company		30-Jun-11 (Unaudited) Successor Company		30-Sep-10 (Unaudited) Predecessor Company
*Assets*
Total current assets		590,897		624,420		528,835
Goodwill		546,423		596,334		69,931
Intangible assets, net		167,091		187,154		33,480
Property, plant, and equipment, net		146,599		165,993		138,279
Other assets		126,269		135,300		62,144
Total assets		1,577,280		1,709,201		832,670
*Liabilities*
Total current liabilities		127,145		141,603		110,643
Capital lease obligations excluding current instalments		122		151		38
Other liabilities		99,053		106,545		65,991
Total liabilities		226,320		248,299		176,672
Total shareholders’ equity		1,350,960		1,460,902		655,998
Total liabilities & shareholders’ equity		1,577,280		1,709,201		832,670

A3) CONSOLIDATED CASH FLOW STATEMENT USGAAP (US$ ‘000)


Particulars	30-Sep-11 (Unaudited) Successor Company			30-Jun-11 (Unaudited) Successor Company			30-Sep-10 (Unaudited) Predecessor Company
Net cash provided by operating activities		10,478			16,484			45,067
Net cash provided /(used in) investing activities		(20,572	)		(11,916	)		173,997
Capital expenditure, net		(2,773	)		(3,629	)		(1,528	)
Investment in securities, net		(17,799	)		(8,287	)		176,110
Investment in equity method investee					—			(586	)
Net cash provided / (used) in financing activities		(42	)		2,467			(204,326	)
Others		(111	)		(26	)		405
Common shares issued		69			2,493			3,236
Dividend on common shares		—			—			(207,967	)
Net increase / (decrease) in cash and equivalents		(10,136	)		7,036			14,738
Effect of exchange rate changes on cash and equivalents		(6,647	)		88			3,210
Cash and equivalents at the beginning of the period		60,055			52,931			67,549
Cash and equivalents at the end of the period		43,273			60,056			85,497

B1) CONSOLIDATED STATEMENT OF INCOME - INDIAN GAAP (RS. ‘000)

For the quarter / period ended


Particulars	Sep 30 2011 (Audited)		Sep 30 2010 (Audited)		YoY Change %			Jun 30 2011 (Audited)			QoQ Change %
Sales and service income		8,893,447		8,226,993		8.1	%		8,219,139			8.2	%
Other income		250,480		263,792		-5.0	%		526,647			-52.4	%
Total income		9,143,927		8,490,785		7.7	%		8,745,786			4.6	%
Staff costs		5,185,659		4,875,809		6.4	%		6,153,544			-15.7	%
Selling, general and administration expenses		2,679,052		1,883,766		42.2	%		2,170,184			23.4	%
Interest		15,796		12,799		23.4	%		12,572			25.6	%
Impairment of Intangible						—			891,844			-100	%
Total expenditure		7,880,507		6,772,374		16.4	%		9,228,144			-14.6	%
Net (loss)/ profit before tax and adjustments		1,263,420		1,718,411		-26.5	%		(482,358	)		-361.9	%
Prior period adjustment		—		—		0.0	%		57,921			-100.0	%
Provision for taxation		360,720		273,864		31.7	%		(25,116	)		-1536.2	%
(Loss)/Profit for the period after taxation		902,700		1,444,547		-37.5	%		(515,163	)		-275.2	%
Profit and loss account, brought forward		20,040,269		26,007,432		-22.9	%		20,555,432			-2.5	%
Amount available for appropriation		20,942,969		27,451,979		-23.7	%		20,040,269			4.5	%
Dividend on equity shares		—		8,244,435		-100.0	%		—			0.0	%
Dividend tax		—		1,369,298		-100.0	%		—			0.0	%
Profit and loss account, carried forward		20,942,969		17,838,246		17.4	%		20,040,269			4.5	%
Earning per share (Rs. per equity share of Rs. 2 each)
- Basic		6.74		11.08		-39.2	%		(3.86	)		-274.6	%
- Diluted		6.60		10.77		-38.8	%		(3.78	)		-274.3	%
Weighted average number of common shares used in computing earnings per share
- Basic		134,020,900		130,424,874					133,570,818
- Diluted		136,865,186		134,131,996					136,123,246

Note :

USGAAP

On May 12, 2011, approximately 82.4% of our shares were acquired by iGATE Corporation. For convenience, we have used a cut-off date of May 15, 2011 as the transactions from May 13, 2011 and May 14, 2011 were insignificant. The post May 15, 2011 consolidated financial statements reflect the new basis of accounting as required by the authoritative guidance under ASC 805-50-S99-1, and have applied the SEC rules and guidance regarding “push down” accounting treatment. Accordingly, our consolidated financial statements prior to the acquisition by iGATE Corporation reflect the historical accounting basis in our assets and liabilities and are labeled Predecessor Company, while such consolidated financial statements subsequent to the acquisition by iGATE Corporation are labeled Successor Company and reflect the push down basis of accounting for the fair values of assets and liabilities acquired by iGATE Corporation. The results for the three months ended September 30, 2011 may not be comparable to the results for the three months ended September 30, 2010 as a result of the push down accounting treatment.


*Financial and Operating Information*

for the quarter ended September 30, 2011		October 18, 2011

B2) AUDITED CONSOLIDATED BALANCE SHEET - INDIAN GAAP (RS. ‘000)


Particulars	30-Sep-11 (Audited)		30-Jun-11 (Audited)		30-Sep-10 (Audited)
*Assets*
Current assets, loans and advances		14,826,828		14,812,881		14,465,251
Goodwill		5,180,655		4,844,494		4,862,704
Fixed assets(Net of Depreciation)		6,915,754		7,015,073		8,363,284
Investments		15,533,905		14,666,188		10,350,287
Deferred tax asset, net		1,006,663		745,717		789,797
Total assets		43,463,805		42,084,353		38,831,323
*Liabilities*
Current liabilities and provisions		8,132,278		7,919,543		7,873,569
Secured loans		9,018		10,231		5,251
Deferred tax liability, net		81,772		71,077		102,788
Total liabilities		8,223,069		8,000,851		7,981,608
Total shareholders’ equity		35,240,736		34,083,502		30,849,715

Total liabilities & shareholders’ equity		43,463,805		42,084,353		38,831,323

B3) CONSOLIDATED CASH FLOW STATEMENT - INDIAN GAAP (RS ‘000)


Particulars	30-Sep-11 (Audited)			30-Jun-11 (Audited)			30-Sep-10 (Audited)
Cash flows from operating activities (A)		116,485			619,280			2,030,989
Cash flows from ( used in) investing activities (B)		(654,313	)		(385,709	)		8,219,071
Cash flows from (used in) from financing activities (C)		(125	)		74,453			(9,530,698	)
Effect of changes in exchange rates (D)		(23,564	)		18,995			3,296
Net increase (decrease) in cash and cash equivalents during the period (A+B+C+D)		(561,517	)		327,019			722,659
Cash and cash equivalents at the beginning of the period		2,694,170			2,367,151			3,137,732
Cash and cash equivalents at the end of the period		2,132,653			2,694,170			3,860,392

C) Reconcilation of Income as per Indian GAAP and US GAAP (RS. ‘000)


Particulars	30-Sep-11 (Audited)			30-Sep-10 (Audited)			30-Jun-11 (Audited)
Consolidated net income/(loss) as per Indian GAAP		902,700			1,444,500			(515,163	)
Income taxes		256,200			(1,800	)		(111,500	)
Foreign currency differences		(61,900	)		(13,300	)		(100	)
Employee retirement benefits		(52,800	)		(22,000	)		(70,300	)
ESOP related Compensation Cost		(8,400	)		(23,300	)		8,700
Impairment of intangibles		—			—			891,800
Amortisation of Intangibles , arising on Business acquisition		(128,400	)		(28,900	)		(67,700	)
Others		(164,400	)		(3,800	)		(27,700	)
Total		(159,700	)		(93,100	)		623,200

Consolidated net income as per US GAAP		743,000			1,351,400			108,037


*Financial and Operating Information*

for the quarter ended September 30, 2011		October 18, 2011

D1) UNAUDITED CONSOLIDATED STATEMENT OF INCOME (RS. ‘000): BASED ON CONVENIENCE TRANSLATION

For the quarter / period ended


Particulars	Quarter ended Sep 30 2011 Successor Company		Period May 16,2011 to June 30,2011 Successor Company			Period Apr 1,2011 to May 15,2011 Predecessor Company			Quarter ended Jun 30 2011 Total (NON GAAP)			Quarter ended Sep 30 2010 Predecessor Company
Exchange rate$1 = INR		49.50		44.59			44.86			44.72			44.56
Revenues		9,452,768		4,203,407			4,018,019			8,221,427			7,966,747
Cost of revenues (exclusive of depreciation and amortization)		6,031,970		2,836,475			2,669,552			5,506,026			4,957,290
Gross Profit		3,420,798		1,366,932			1,348,467			2,715,400			3,009,457
Selling, general and administrative expenses		1,760,182		1,134,023			1,422,078			2,556,101			1,460,796
Depreciation & Amortization		547,770		291,994			166,347			458,341			328,560
Foreign exchange gain / (loss), net		336,985		(145,593	)		(166,201	)		(311,794	)		(216,723	)
Operating income (loss)		775,860		86,508			(73,757	)		12,752			1,436,824
Other income, net		165,355		123,606			60,457			184,062			111,936
Income (loss) before income taxes		941,215		210,114			(13,300	)		196,814			1,548,760
Income taxes		98,813		88,365			424			88,790			267,882
Net income (loss)		842,403		121,749			(13,724	)		108,024			1,280,878
Earnings per share
- Basic		6.29		0.91			(0.10	)		0.81			9.82
- Diluted		6.22		0.90			(0.10	)		0.80			9.51
Weighted average number of common shares used in computing earnings per share
- Basic		134,020,900		133,915,882			133,544,231			133,570,818			130,424,874
- Diluted		135,457,278		135,773,325			135,420,766			135,642,004			133,862,898

D2) UNAUDITED CONSOLIDATED BALANCE SHEET USGAAP (RS. ‘000): BASED ON CONVENIENCE TRANSLATION


Particulars	As on 30-Sep-11		As on 30-Jun-11 Predecessor Company		As on 30-Sep-10 Predecessor Company
Exchange rate$1 = INR		49.50		44.72		44.56
*Assets*
Total current assets		29,249,396		27,925,028		23,028,245
Goodwill		27,047,952		26,668,991		3,116,119
Intangible assets, net		8,271,019		8,369,821		1,491,890
Property, plant, and equipment, net		7,256,649		7,423,465		6,161,726
Other assets		6,250,330		6,050,820		3,305,800
Total assets		78,075,345		76,438,124		37,103,781
*Liabilities*
Total current liabilities		6,293,672		6,332,697		5,363,371
Capital lease obligations excl. instalments		6,040		6,737		1,679
Other liabilities		4,903,134		4,764,879		2,507,460
Total liabilities		11,202,846		11,104,313		7,872,511
Total shareholders’ equity		66,872,499		65,333,812		29,231,270
Total liabilities & shareholders’ equity		78,075,346		76,438,124		37,103,781

D3) UNAUDITED CONSOLIDATED CASH FLOW STATEMENT USGAAP (RS ‘000): BASED ON CONVENIENCE TRANSLATION


Particulars	Sep 30 2011			Jun 30 2011			Sep 30 2010
Exchange rate $1 = INR		49.50			44.72			44.56
Net cash provided by operating activities		518,677			735,031			2,008,194
Net cash used (provided) in investing activities		(1,018,311	)		(531,326	)		7,753,288
Capital expenditure, net		(137,280	)		(161,826	)		(68,068	)
Investment in securities, net		(881,031	)		(369,500	)		7,847,462
Investment in equity method investee		—			—			(26,105	)
Net cash provided (used) in financing activities		(2,097	)		110,035			(9,104,763	)
Others		(5,507	)		(1,148	)		18,051
Common shares issued		3,410			111,182			144,195
Dividend on common shares		—			—			(9,267,009	)
Net increase (decrease) in cash and equivalents		(501,730	)		313,740			656,720
Effect of exchange rate changes on cash and equivalents		(329,020	)		3,922			143,030
Cash and equivalents at the beginning of the period		2,972,747			2,360,213			3,009,977
Cash and equivalents at the end of the period		2,141,997			2,677,875			3,809,727

E1) REVENUE ANALYSIS


Revenue By Geographical Segments	Sep 30 2011			Jun 30 2011			Sep 30 2010
Americas		78.3	%		79.3	%		80.3	%
EMEA		14.2	%		13.1	%		11.8	%
APAC		7.5	%		7.5	%		8.0	%

Total		100.0	%		100.0	%		100.0	%


Revenue by Project Type	Sep 30 2011			Jun 30 2011			Sep 30 2010
Time and Material		53.7	%		54.2	%		55.1	%
Fixed Price (including Fixed Price SLA)		46.3	%		45.8	%		44.9	%

Total		100.0	%		100.0	%		100.0	%


*Financial and Operating Information*

for the quarter ended September 30, 2011		October 18, 2011

E2) REVENUE MIX AND UTILIZATION


	Sep 30 2011			Jun 30 2011			Sep 30 2010
Efforts
Onsite		25.2	%		26.8	%		26.0	%
Offshore		74.8	%		73.2	%		74.0	%

Revenue
Onsite		52.4	%		51.5	%		54.6	%
Offshore		47.6	%		48.5	%		45.4	%

Utilization		78.5	%		75.7	%		74.0	%

E3) EMPLOYEE METRICS


	Sep 30 2011			Jun 30 2011			Sep 30 2010
Total Employees		17,853			18,372			17,511
Offshore		14,391			14,662			13,996
Onsite		3,462			3,710			3,515
Total		17,853			18,372			17,511

Sales & Support Staff		1,169			1,347			1,690
Net Additions		(519	)		(190	)		1,795

*	Total employees restated to include sub contractors and to reflect organization structure

E4) RUPEE - CURRENCY RATES AGAINST US DOLLAR


	Sep 30 2011		Jun 30 2011		Sep 30 2010
Rupee
Period end rate		48.97		44.69		44.93
Period average rate		46.30		44.62		46.46
Other Currencies (Average Rate)
AUD		1.05		1.06		0.90
EURO		1.41		1.44		1.29
GBP		1.61		1.63		1.55
YEN		0.01		0.01		0.01

By Order of the Board

for Patni Computer Systems Limited

Mumbai

Phaneesh Murthy

18 October 2011

CEO & Managing Director