IGATE CORP - FORM 8-K - EX-99.1 - PATNI 6-K DISCLOSURES

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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 six months ended 30 June 2011, as per Indian GAAP (Standalone)

Rs. in Lakhs except share data


	Three months ended 30 June				Six months ended 30 June				Year ended 31 December
	2011		2010		2011		2010		2010
Income
Sales and service income		49,796		45,671		101,002		91,440		189,127
Other operating income		3,401		2,037		6,468		5,521		13,934

		53,197		47,708		107,470		96,961		203,061

Expenditure
Personnel costs (Refer Note 6)		30,780		21,801		57,913		43,401		94,622
Selling, general and administration costs		8,555		8,981		15,962		17,605		34,878
Depreciation (net of transfer from revaluation reserves)		2,972		2,349		5,126		4,646		9,190

		42,307		33,131		79,001		65,652		138,690


Profit from operations before Other Income and Interest		10,890		14,577		28,469		31,309		64,371
Other income		1,583		2,625		3,552		4,544		7,616

Profit before interest		12,473		17,202		32,021		35,853		71,987

Interest costs		120		23		208		242		434

Profit for the year before prior period items and taxation		12,353		17,179		31,813		35,611		71,553

Tax Expenses		3,980		1,879		5,554		4,474		6,048

Profit for the period after taxation and before prior period items		8,373		15,300		26,259		31,137		65,505

Prior period item (Refer Note 9)		170		—		381		—		—


Net Profit for the period		8,203		15,300		25,878		31,137		65,505
Paid up equity share capital (Face value per equity share of Rs. 2 each)		2,680		2,598		2,680		2,598		2,628
Reserves excluding revaluation reserves										291,668

Earnings per equity share of Rs. 2 each
- Basic		6.14		11.81		19.48		24.06		50.35
- Diluted		6.03		11.39		19.08		23.22		48.77
Dividend per share (Face value per equity share of Rs. 2 each)		—		—		—		—		63.00

Public Shareholding
- Number of Shares		23,924,313		69,800,280		23,924,313		69,800,280		71,327,878
- Percentage of Shareholding		17.85		53.74		17.85		53.74		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)		82.15		46.26		82.15		46.26		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 25 July 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 (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 Rs. 503.50 per share. As a result, the Acquirers have a majority stake of 82.40% of the equity share capital of the Company.

3 Statement of Assets and Liabilities as of 30 June 2011


	As of 30 June
Particulars	2011		2010
Shareholders’ funds
a) Share Capital		4,735		5,021
b) Reserves and Surplus		320,554		348,915
Loan funds		102		64
Deferred tax liability		711		884

Total		326,102		354,884

Fixed assets (Net)		66,370		71,945
Investments		204,045		234,125
Deferred tax asset, net		311		441
Current assets, loans and advances
a) Sundry Debtors		48,186		46,640
b) Cash and Bank balances		7,557		20,068
c) Unbilled revenue		10,389		9,546
d) Loans and Advances		35,142		23,843
Less: Current liabilities and provisions
a) Liabilities		27,780		31,445
b) Provisions		18,118		20,279

Total		326,102		354,884

*	Share Capital includes Share application money Rs. Nil (June 2010 : Rs. 72) and Stock option outstanding Rs. 2,054 (June 2010 : Rs. 2,351)

4 Investor complaints for the quarter ended 30 June 2011


Pending as on 1 April 2011	Received during the quarter		Disposed of during the quarter		Unresolved at the end of the quarter
—		39		39		—

5 Statement of Utilisation of ADS Funds as of 30 June 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

7,359

2 Utilised for Capital expenditure for office facilities

45,131

3 Exchange loss

1,209

Total

53,699

6	As a result of acquisition of the Company, the management terminated the services of some of the employees and incurred Rs. 1,690 of severance costs in Personnel cost in three months ended 30 June 2011.

7	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 three months ended 30 June 2011 of Rs. 708.

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 six months ended 30 June 2011. Accordingly, the Company has reversed incentive accrual amounting to Rs. 780 and Rs. 1,434 (net of provisions for overachievements) which has been included under personnel cost in profit & loss for the three and six months period ended 30 June 2011 respectively.

9	Prior period item for the three months and six months ended June 30, 2011 includes following items:


Particulars	Three months ended 30 June 2011		Six months ended 30 June 2011
Deferred costs		170		381

10 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 : 25 July 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 six months ended 30 June 2011, as per Indian GAAP.

Rs. in Lakhs except share data


	Three months ended 30 June					Six months ended 30 June					Year ended 31 December
	2011			2010		2011			2010		2010
Income
Sales and service income		82,191			76,288		168,130			154,451		318,808
Other operating income		3,561			2,535		6,713			5,844		14,056

		85,752			78,823		174,843			160,295		332,864


Expenditure
Personnel costs (refer note 6)		61,535			45,389		114,679			91,009		188,981
Selling, general and administration costs		17,861			16,443		34,757			32,184		68,758
Depreciation (net of transfer from revaluation reserves)		3,841			2,908		6,838			5,771		11,846

		83,237			64,740		156,274			128,964		269,585


Profit from operations before Other Income and Interest		2,515			14,083		18,569			31,331		63,279
Other income		1,705			2,680		3,797			4,650		7,887
Profit before interest		4,220			16,763		22,366			35,981		71,166
Interest costs		126			28		175			247		478
Impairment of intangibles (refer note 10)		8,918			—		8,918			—		—

(Loss) / Profit before tax		(4,824	)		16,735		13,273			35,734		70,688


Tax Expenses/(Income)		(251	)		2,061		1,040			5,356		8,371

(Loss) / profit tax and before prior period items		(4,573	)		14,674		12,233			30,378		62,317


Prior period items (refer note 9)		(579	)		—		(1,156	)		—		—

(Loss) / profit for the period		(5,152	)		14,674		11,077			30,378		62,317


Paid up equity share capital (Face value per equity share of Rs.2 each)		2,680			2,598		2,680			2,598		2,628
Reserves excluding revaluation reserves												320,018

(Loss)/Earnings per equity share of Rs.2 each
- Basic		(3.86	)		11.33		8.34			23.47		47.90
- Diluted		(3.78	)		10.93		8.17			22.68		46.44
Dividend per share (Face value per equity share of Rs. 2 each)		—			—		—			—		63.00

Public Shareholding
- Number of Shares		23,924,313			69,800,280		23,924,313			69,800,280		71,327,878
- Percentage of Shareholding		17.85			53.74		17.85			53.74		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)		82.15			46.26		82.15			46.26		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 25 July 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 Rs. 503.50 per share. As a result, iGATE has a majority stake of 82.40% of the equity share capital of the Company.

3	Statement of Assets and Liabilities as of 30 June 2011


	As of 30 June
Particulars	2011		2010
Shareholders’ funds
a) Share Capital		5,338		6,132
b) Reserves and surplus		335,497		381,641
Loan funds
Secured loans		102		77
Deferred tax liability, net		711		884

TOTAL		341,648		388,734


Goodwill		48,445		49,566
Fixed assets, net		70,151		85,942
Investments		146,662		185,104
Deferred tax asset, net		7,457		7,974
Current assets, loans and advances
a) Sundry debtors		53,505		54,591
b) Cash and bank balances		26,942		31,377
c) Unbilled revenue		22,255		20,244
d) Loans and advances		45,427		30,079
Less: Current liabilities and provisions
a) Liabilities		50,156		46,152
b) Provisions		29,040		29,991

TOTAL		341,648		388,734

*	Share Capital includes Share application money Rs. NIL (June 2010: Rs. 72) and Stock option outstanding Rs. 2,658 (June 2010: Rs. 3,566)

4	Investor complaints for the quarter ended 30 June 2011

Pending as on

1 April 2011

Received during
the quarter

Disposed of during
the quarter

Unresolved at the
end of the quarter

—

5	Statement of Utilisation of ADS Funds as of 30 June 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

7,359

2 Utilised for Capital expenditure for office facilities

45,131

3 Exchange loss

1,209

Total

53,699

6	As a result of acquisition of the Company, the management terminated the services of some of employees and incurred Rs. 5,942 of severance costs in Personnel costs in three months ended 30 June 2011.

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 three months ended 30 June 2011 of Rs. 751.

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 six months ended 30 June 2011. Accordingly, the Company has reversed incentive accrual amounting to Rs. 125 and Rs. 230 which has been included under personnel cost in profit & loss for the three months and six months period ended 30 June 2011 respectively.

9	Prior period items:

Prior period item for the three months and six months ended 30 June 2011 includes following items:


Particulars	Three months ended 30 June 2011			Six months ended 30 June 2011
Provision for long term medical benefits		673			673
Reversal for compensated absences		(535	)		(535	)
Deferred cost for revenue contracts		441			1,018

Total		579			1,156

During the current quarter, the Company evaluated certain IPR with value of Rs. 8,918 and concluded that they were impaired as a result of substantial decline in expected cashflow and change in business strategy for usage of IPR. Accordingly, in the three months period ended 30 June 2011, the Company recorded an impairment charge of Rs. 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.

12	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
25 July 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 six months ended 30 June 2011, prepared as per US GAAP

Rs. in lakhs except share data


	16 May 2011 through 30 June 2011			1 April 2011 through 15 May 2011			Three months ended 30 June 2010			16 May 2011 through 30 June 2011			1 January 2011 through 15 May 2011			Six months ended 30 June 2010			Year ended 31 December 2010
	Successor Company			Predecessor Company			Predecessor Company			Successor Company			Predecessor Company			Predecessor Company			Predecessor Company
Net revenues		943			896			1,676			943			2,799			3,399			7,017
Cost of revenues (exclusive of depreciation and amortization)		636			595			1,011			636			1,797			1,994			4,280

Gross profit		307			301			665			307			1,002			1,405			2,737

Selling, general and administrative expenses		254			317			323			254			680			681			1,342
Depreciation and amortization		66			37			70			66			110			138			285
Foreign exchange (gain), net		(32	)		(37	)		(43	)		(32	)		(92	)		(91	)		(220	)

Operating income/(expense)		19			(16	)		315			19			304			677			1,330

Interest and dividend income		23			9			44			23			48			83			134
Interest expense		(2	)		(1	)		(1	)		(2	)		(2	)		(5	)		(11	)
Interest expense reversed		—			—			—			—			—			—			11
Gain on sale of investments, net		6			1			21			6			11			27			56
Other income, net		1			4			5			1			5			8			5

Income/(loss) before income taxes		47			(3	)		384			47			366			790			1,525
Income taxes		20			0			67			20			104			140			193

Net Income/(Loss)		27			(3	)		317			27			262			650			1,332

Earnings per share
- Basic	$	0.02		$	(0.00	)	$	0.24		$	0.02		$	0.20		$	0.50		$	1.02
- Diluted	$	0.02		$	(0.00	)	$	0.24		$	0.02		$	0.19		$	0.49		$	0.99
Weighted average number of common shares used in computing earnings per share
- Basic		133,915,882			133,544,231			129,562,441			133,915,882			131,464,575			129,407,822			130,101,442
- Diluted		135,773,325			135,420,766			133,835,341			135,773,325			135,165,637			133,518,117			133,848,374
Total assets		17,092						9,701			17,092						9,701			8,728
Cash and cash equivalents		601						675			601						675			787
Investments		3,338						3,991			3,338						3,991			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 25 July 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 Rs. 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, we have used a cut-off date of 15 May 2011 as the transactions from 13 May 2011 and 14 May 2011 were insignificant. Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805-50-S99-1 “Business Combinations-Related issues” governs the application of push down accounting in situations where ownership is increased to 80% or more. The post 15 May 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. This effect is presented in the Company’s 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 total for the quarter ended 30 June 2011 is not intended to represent or be indicative of the combined results of operations of the Successor Company and the Predecessor Company that would have been reported had the push down accounting treatment not been effected and should not be taken as representative of our future combined results of operations. Additionally, certain totals for the quarter ended 30 June 2011 may not be comparable to the quarter ended 30 June 2010 as a result of the push down accounting treatment.

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 six months ended 30 June 2011. Accordingly, the Company has reversed incentive accrual amounting to $23 and $34 which has been included in personnel cost in the statement of income for the three months ended 31 March 2011, 1 April through 15 May 2011 respectively and overachievement of $6 for 16 May through 30 June 2011.

5	As a result of acquisition of the Company, the management terminated the services of some of the employees. The Company incurred $133 of severance costs in Selling and Administrative expenses in three months ended 30 June 2011.

6	The Company has evaluated subsequent events through the date of filing the financial statements and no events have occurred from the balance sheet date that would impact the 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.

- 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)

Rs. in lakhs except share data


	16 May 2011 through 30 June 2011			1 April 2011 through 15 May 2011			Three months ended 30 June 2010			16 May 2011 through 30 June 2011			1 January 2011 through 15 May 2011			Six months ended 30 June 2010			Year ended 31 December 2010
	Successor Company			Predecessor Company			Predecessor Company			Successor Company			Predecessor Company			Predecessor Company			Predecessor Company
Exchange Rate (Rs.)		44.59			44.86			46.41			44.59			44.86			46.41			44.8
Net revenues		42,034			40,180			77,763			42,034			125,555			157,733			314,361
Cost of revenues (exclusive of depreciation and amortization)		28,365			26,696			46,890			28,365			80,586			92,492			191,745

Gross profit		13,669			13,484			30,873			13,669			44,969			65,241			122,616

Selling, general and administrative expenses		11,340			14,221			14,969			11,340			30,513			31,609			60,132
Depreciation and amortization		2,920			1,663			3,267			2,920			4,922			6,408			12,744
Foreign exchange (gain), net		(1,456	)		(1,662	)		(1,976	)		(1,456	)		(4,111	)		(4,189	)		(9,860	)

Operating income/(expense)		865			(738	)		14,613			865			13,645			31,413			59,600

Interest and dividend income		969			420			2,071			969			2,133			3,907			6,000
Interest expense		(76	)		(49	)		(27	)		(76	)		(96	)		(252	)		(472	)
Interest expense reversed		—			—			—			—			—			—			477
Gain on sale of investments, net		283			46			966			283			473			1,245			2,510
Other income, net		60			187			211			60			236			367			212

Income/(loss) before income taxes		2,101			(134	)		17,834			2,101			16,391			36,680			68,327
Income taxes		884			4			3,105			884			4,646			6,492			8,663

Net Income/(Loss)		1,217			(138	)		14,729			1,217			11,745			30,188			59,664

Earnings per share
- Basic		0.91			(0.10	)		11.37			0.91			8.93			23.33			45.86
- Diluted		0.90			(0.10	)		11.01			0.90			8.69			22.61			44.58
Total assets		762,133						450,242			762,133						450,242			391,007
Cash and cash equivalents		26,779						31,349			26,779						31,349			35,273
Investments		148,827						185,203			148,827						185,203			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

For Immediate Release

Patni’s Q2 2011 Revenue at $183.8 million; Up 9.7% Year on Year

Integration with iGATE on track under a new vision and go-to market strategy

Mumbai, India, July 25, 2011: Patni Computer Systems Limited (Patni) today announced its financial results for the second quarter ended June 30, 2011.

Second Quarter Highlights

•

Revenues for the quarter at US $183.8 million (Rs. 8,221 million)

•

Up 9.7% from US$ 167.6 million (Rs. 7,776 million) in the corresponding quarter 2010.

•

Revenue concentration of Top 10 Customers decreased to 48.4% from 48.6% in corresponding quarter 2010.

•

Three Fortune 1000 clients added in the quarter.

•

Non GAAP EBITDA for the quarter at US$22.7 million

•

Down by 37.7 % from US$36.4 million EBITDA in the corresponding quarter 2010

•

Net Income for the quarter at US$2.4 million (Rs. 108 million)

•

Down 92.4% from US$ 31.7 million (Rs. 1,473 million) in the corresponding quarter 2010

•

Down by 45.6% to US$18.9 million after adjusting for non-GAAP adjustments.

•

EPS for the quarter at US$ 0.02 per share (US$ 0.04 per ADS); adjusted for non GAAP items, is at US$ 0.14 (US$ 0.29 per ADS).

•

During the quarter, the Company generated cash flow of $16.5 million from operating activities and ended the quarter with $394 million in cash and short-term investments.

•

Headcount at 18,372 as on June 30, 2011.

Commenting on the performance, Phaneesh Murthy, CEO and MD, Patni said, “Our integration process is well on track as we build the two companies together under our new vision. We expect our results to stabilize in 2012 after all the integration expenses and the accounting charges related to the acquisition have evened out.

With the front end sales already integrated, I am happy that our joint go-to market strategy has been responding well among our customers and markets. Our focus is on building a platform for long term growth and taking both the companies to the best in class earnings growth that iGATE has been able to achieve over the last three to five years.”

Key Client Wins

•

A leading US Financial Services firm has chosen Patni for Eagle platform upgrade and implementation of new modules.

•

A leading Forest Products Company has engaged with Patni to provide infrastructure management services on an outcomes based model.

•

A German Manufacturing major has engaged with Patni to provide product engineering services leveraging its offshore delivery model.

•

Patni has been chosen by a US Manufacturing major for its ERP implementation.

•

A US healthcare leader has signed up with Patni for a large scale consulting engagement.

•

Patni has been selected by a leading US Manufacturing company to provide support for sales force automation.

•

A leading Communications firm in the Middle East has engaged with Patni to provide offshore support for its ERP applications.

Other highlights of the quarter

•

Patni released the Beta version of ‘Design for Safety (DFS)’ an ISO 26262 functional safety compliance tool; the tool will help automotive organizations design safer electrical and electronic systems.

•

Patni has been re-appraised at CMMI Level 5 version 1.2 by QAI.

•

CHCS Services, Inc., a unit of Patni that offers health and life administration services, was honored with the “Case In Point Platinum Award” for overall case management excellence across the healthcare spectrum.

•

Patni was awarded the Advanced Solutions Partner status with TIA Technology, the Copenhagen based world leader in integrated, leading edge standard software solutions for the global insurance industry.

Acquisition

Further to the share purchase agreements signed with iGATE Corporation and its subsidiaries by the founders of Patni and General Atlantic on Jan 10th, 2011, iGATE Corporation announced completion of the acquisition of a majority stake in Patni Computers on May 12th, subsequent to the Mandatory Tender Offer to the minority share holders of Patni. It was also announced that Patni Computers will continue to be listed in the Indian stock exchanges as a subsidiary of iGATE Corporation while iGATE Corporation will be listed in the NASDAQ. Both the organizations will jointly go to market under the brand name iGATE Patni.

(This space is intentionally left blank)

Table 1

Unaudited Consolidated Statement of Income - US GAAP (US$ ‘000) for the quarter ended June 30, 2011.


Particulars	Period May 16,2011 to June 30, 2011 Successor Company			Period Apr 1,2011 to May 15, 2011 Predecessor Company			Quarter ended June 30 2011 Total NON GAAP			Quarter ended June 30 2010 Predecessor Company			YoY change %			Quarter ended Mar 31 2011 Predecessor Company			QoQ change %
Revenue		94,268			89,568			183,836			167,557			9.7	%		190,314			-3.4	%
Cost of revenues (exclusive of depreciation and amortization)		63,612			59,509			123,121			101,033			21.9	%		120,130			2.5	%
Gross Profit		30,656			30,059			60,715			66,524			-8.7	%		70,184			-13.5	%
Selling, general and administrative expenses		25,432			31,701			57,133			32,254			77.1	%		36,318			57.3	%
Depreciation and amortization		6,549			3,708			10,257			7,040			45.7	%		7,263			41.2	%
Foreign exchange gain, net		(3,265	)		(3,705	)		(6,970	)		(4,259	)		63.7	%		(5,460	)		27.7	%
Operating income / (loss)		1,940			(1,645	)		295			31,489			-99.1	%		32,063			-99.1	%
Other income, net		2,772			1,348			4,120			6,940			-40.6	%		4,772			-13.7	%
Income/(loss) before income taxes		4,712			(297	)		4,415			38,429			-88.5	%		36,835			-88.0	%
Income taxes		1,982			9			1,991			6,689			-70.2	%		10,347			-80.8	%
Net income/(loss)		2,730			(306	)		2,424			31,740			-92.4	%		26,488			-90.8	%
Earnings per share — GAAP
- Basic	$	0.02		$	(0.00	)	$	0.02		$	0.24			-92.6	%	$	0.20			-91.0	%
- Diluted	$	0.02		$	(0.00	)	$	0.02		$	0.24			-92.5	%	$	0.20			-90.9	%
Weighted average number of common shares used in computing earnings per share
- Basic		133,915,882			133,544,231			133,570,818			129,562,441						131,991,860
- Diluted		135,773,325			135,420,766			135,642,004			133,835,341						134,910,508
NON GAAP Adjustments
Amortization of Intangible Assets		1,740			798			2,538			1,231						1,580
Stock Based Compensation		1,225			404			1,629			2,110						2,316
Severance Expenses		6,164			11,289			17,453			—						—
Total NON GAAP Adjustments		9,129			12,491			21,620			3,341						3,896
Tax on above		2,264			2,906			5,170			387						115
NON-GAAP Net Income		9,595			9,279			18,874			34,694			-45.6	%		30,269			-37.6	%
Earnings per share — NON GAAP
- Basic	$	0.07		$	0.07		$	0.14		$	0.27			-47.2	%	$	0.23			-38.4	%
- Diluted	$	0.07		$	0.07		$	0.14		$	0.26			-46.3	%	$	0.22			-38.0	%
NON GAAP Adjustments
Stock Based Compensation		1,225			404			1,629			2,110						2,316
Severance expenses		6,164			11,289			17,453			—						—
Total NON GAAP Adjustments		7,389			11,693			19,082			2,110						2,316
Non-GAAP EBITDA		12,613			10,051			22,664			36,380			-37.7	%		36,182			-37.4	%

Table 2

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


Particulars	Period May 16, 2011 to June 30, 2011 Successor Company			Period Apr 1, 2011 to May 15, 2011 Predecessor Company			Quarter ended June 30 2011 Total			Quarter ended June 30 2010 Predecessor Company			Quarter ended March 31 2011 Predecessor Company
Exchange rate$1 = INR		44.59			44.86			44.72			46.41			44.54
Revenues		4,203,407			4,018,019			8,221,426			7,776,338			8,476,575
Cost of revenues (exclusive of depreciation and amortization)		2,836,475			2,669,552			5,506,027			4,688,962			5,350,573
Gross Profit		1,366,932			1,348,467			2,715,399			3,087,376			3,126,002
Selling, general and administrative expenses		1,134,023			1,422,078			2,556,101			1,496,915			1,617,595
Depreciation and amortization		291,994			166,347			458,341			326,703			323,513
Foreign exchange gain , net		(145,593	)		(166,201	)		(311,794	)		(197,649	)		(243,171	)
Operating income/(loss)		86,508			(73,757	)		12,751			1,461,407			1,428,065
Other income, net		123,606			60,457			184,063			322,095			212,558
Income/(loss) before income taxes		210,114			(13,300	)		196,814			1,783,502			1,640,623
Income taxes		88,365			424			88,789			310,453			460,862
Net income/(loss)		121,749			(13,724	)		108,025			1,473,049			1,179,761
Earnings per share
- Basic		0.91			(0.10	)		0.81			11.37			8.94
- Diluted		0.90			(0.10	)		0.80			11.01			8.74
Weighted average number of common shares used in computing earnings per share
- Basic		133,915,882			133,544,231			133,570,818			129,562,441			131,991,860
- Diluted		135,773,325			135,420,766			135,642,004			133,835,341			134,910,508

Important Notes to the release

•

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 June 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 total for the quarter ended June 30, 2011 is not intended to represent or be indicative of the combined results of operations of the Successor Company and the Predecessor Company that would have been reported had the push down accounting treatment not been effected and should not be taken as representative of our future combined results of operations. Additionally, certain totals for the quarter ended June 30, 2011 may not be comparable to the quarter ended June 30, 2010 and quarter ended March 31, 2011 as a result of the push down accounting treatment.

•

U.S. GAAP: A Consolidated Statement of Income in US 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 US 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.

•

Attached Fact Sheet (results & analysis tables)

About iGATE Patni

‘iGATE Patni’ is the common brand identity of two organizations — iGATE Corporation and Patni Computer Systems Limited ( Patni). With iGATE having acquired a majority stake in Patni, the two companies, under the common brand iGATE Patni, 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 26000+ people, consistently delivers effective solutions to over 360 Fortune 1000 clients spanning across verticals like: banking & financial services; insurance & healthcare; life sciences; manufacturing, retail, distribution & logistics; media, entertainment leisure & travel; communication, energy & utilities; public sector; and independent software vendors. Visit: www.igatepatni.com

iGATE Corporation is listed on NASDAQ (IGTE), and Patni Computer Systems Limited on BSE (532517), NSE (PATNI) and NYSE (PTI).


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 June 30, 2011	July 25, 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 June 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.

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		18
E2	Revenue-Client Metrics		18
E3	Revenue Mix and Utilization		18
E4	Employee Metrics		19
E5	Currency Rates		19

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


Particulars	Period May 16, 2011 to June30, 2011 Successor Company			Period Apr1,2011to May 15,2011 Predecessor Company			Quarter ended Jun 30 2011 Total (NON GAAP)			Quarter ended Jun 30 2010 Predecessor Company			YoY change%			Quarter ended Mar 31 2011 Predecessor Company			QoQ change%
Revenue		94,268			89,568			183,836			167,557			9.7	%		190,314			-3.4	%
Cost of revenues (exclusive of depreciation and amortization)		63,612			59,509			123,121			101,033			21.9	%		120,130			2.5	%
Gross Profit		30,656			30,059			60,715			66,524			-8.7	%		70,184			-13.5	%
Selling, general and administrative expenses		25,432			31,701			57,133			32,254			77.1	%		36,318			57.3	%
Depreciation & Amortization		6,549			3,708			10,257			7,040			45.7	%		7,263			41.2	%
Foreign exchange gain, net		(3,265	)		(3,705	)		(6,970	)		(4,259	)		63.7	%		(5,460	)		27.7	%
Operating income/(loss)		1,940			(1,645	)		295			31,489			-99.1	%		32,063			-99.1	%
Other income, net		2,772			1,348			4,120			6,940			-40.6	%		4,772			-13.7	%
Income / (loss) before income taxes		4,712			(297	)		4,415			38,429			-88.5	%		36,835			-88.0	%
Income taxes		1,982			9			1,991			6,689			-70.2	%		10,347			-80.8	%
Net income/(loss)		2,730			(306	)		2,424			31,740			-92.4	%		26,488			-90.8	%

Earnings per share - GAAP
- Basic	$	0.02		$	(0.00	)	$	0.02		$	0.24			-92.6	%	$	0.20			-91.0	%
- Diluted	$	0.02		$	(0.00	)	$	0.02		$	0.24			-92.5	%	$	0.20			-90.9	%

Weighted average number of common shares used in computing earnings per share
- Basic		133,915,882			133,544,231			133,570,818			129,562,441						131,991,860
- Diluted		135,773,325			135,420,766			135,642,004			133,835,341						134,910,508

NON GAAP Adjustments
Amortization of Intangible assets		1,740			798			2,538			1,231						1,580
Stock Based Compensation		1,225			404			1,629			2,110						2,316
Severance expenses		6,164			11,289			17,453			—						—
Total NON GAAP Adjustments		9,129			12,491			21,620			3,341						3,896

Tax on above		2,264			2,906			5,170			387						115

Non-GAAP Net Income		9,595			9,279			18,874			34,694			-45.6	%		30,269			-37.6	%
Earnings per share - NON GAAP
- Basic	$	0.07		$	0.07		$	0.14		$	0.27			-47.2	%	$	0.23			-38.4	%
- Diluted	$	0.07		$	0.07		$	0.14		$	0.26			-46.3	%	$	0.22			-38.0	%

NON GAAP Adjustments
Stock Based Compensation		1,225			404			1,629			2,110						2,316
Severance expenses		6,164			11,289			17,453			—
Total NON GAAP Adjustments		7,389			11,693			19,082			2,110						2,316

Non-GAAP EBITDA		12,613			10,051			22,664			36,380			-37.7	%		36,182			-37.4	%

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 total for the quarter ended June 30, 2011 is not intended to represent or be indicative of the combined results of operations of the Successor Company and the Predecessor Company that would have been reported had the push down accounting treatment not been effected and should not be taken as representative of our future combined results of operations. Additionally, certain totals for the quarter ended June 30, 2011 may not be comparable to the quarter ended June 30, 2010 and quarter ended March 31, 2011 as a result of the push down accounting treatment.

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


Particulars	30-Jun-11 (Unaudited) Successor Company		31-Mar-11 (Unaudited) Predecessor Company		30-Jun-10 (Unaudited) Predecessor Company
*Assets*
Total current assets		624,420		616,960		660,398
Goodwill		596,334		69,840		69,331
Intangible assets, net		187,154		31,059		34,317
Property, plant, and equipment, net		165,993		135,573		137,873
Other assets		135,300		57,761		68,221
Total assets		1,709,201		911,193		970,140
*Liabilities*
Total current liabilities		141,603		121,797		112,111
Capital lease obligations excluding current installments		151		167		58
Other liabilities		106,545		52,642		53,014
Total liabilities		248,299		174,606		165,183
Total shareholders’ equity		1,460,902		736,587		804,957
Total liabilities & shareholders’ equity		1,709,201		911,193		970,140

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


Particulars	Jun 30 2011 (Unaudited) Successor Company			Mar 31 2011 (Unaudited) Predecessor Company			Jun 30 2010 (Unaudited) Predecessor Company
Net cash provided by operating activities		16,484			11,213			35,526
Net cash provided /(used in) investing activities		(11,916	)		(42,048	)		(18,159	)
Capital expenditure, net		(3,629	)		(4,433	)		(4,167	)
Investment in securities, net		(8,287	)		(37,615	)		4,977
Payment for acquistion/intangibles/Joint Venture		—			—			(18,969	)
Net cash provided / (used) in financing activities		2,467			4,571			(4,945	)
Others		(25	)		336			699
Common shares issued / (Buy Back)		2,493			4,217			2,776
Dividend on common shares		(1	)		18			(8,420	)
Net increase / (decrease) in cash and equivalents		7,037			(26,264	)		12,422
Effect of exchange rate changes on cash and equivalents		88			461			(3,591	)
Cash and equivalents at the beginning of the period		52,931			78,734			58,718
Cash and equivalents at the end of the period		60,056			52,931			67,549

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

For the quarter / period ended


Particulars	Jun 30 2011 (Audited)			Jun 30 2010 (Audited)		YoY Change %			Mar 31 2011 (Audited)		QoQ Change %
Sales and service income		8,219,139			7,628,843		7.7	%		8,593,821		-4.4	%
Other income		526,647			521,501		1.0	%		520,431		1.2	%
Total income		8,745,786			8,150,344		7.3	%		9,114,252		-4.0	%
Staff costs		6,153,544			4,538,925		35.6	%		5,314,344		15.8	%
Selling, general and administration expenses		2,170,184			1,935,066		12.2	%		1,985,307		9.3	%
Interest		12,572			2,841		342.5	%		4,913		155.9	%
Impairment of Intangible		891,844			—		—			—		—
Total expenditure		9,228,144			6,476,832		42.5	%		7,304,564		26.3	%
Net (loss)/ profit before tax and adjustments		(482,358	)		1,673,512		-128.8	%		1,809,688		-126.7	%
Prior period adjustment		57,921			—		0.0	%		57,698		0.4	%
Provision for taxation		(25,116	)		206,089		-112.2	%		129,145		-119.4	%
(Loss)/Profit for the period after taxation		(515,163	)		1,467,423		-135.1	%		1,622,845		-131.7	%
Profit and loss account, brought forward		20,555,432			24,542,607		-16.2	%		18,932,587		8.6	%
Amount available for appropriation		20,040,269			26,010,030		-23.0	%		20,555,432		-2.5	%
Dividend on equity shares		—			2,221		-100.0	%		—		0.0	%
Dividend tax		—			377		-100.0	%		—		0.0	%
Profit and loss account, carried forward		20,040,269			26,007,432		-22.9	%		20,555,432		-2.5	%
Earning per share (Rs. per equity share of Rs. 2 each)
- Basic		(3.86	)		11.33		-134.1	%		12.30		-131.4	%
- Diluted		(3.78	)		10.93		-134.6	%		12.02		-131.5	%
Weighted average number of common shares used in computing earnings per share
- Basic		133,570,818			129,562,441					131,991,860
- Diluted		136,123,246			134,297,615					135,059,362

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. Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805-50-S99-1 “Business Combinations-Related issues” governs the application of push down accounting in situations where ownership is increased to 80% or more. 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. Certain amounts shown for periods prior to and subsequent to the acquisition by iGATE are not comparable.

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


Particulars	30-Jun-11		31-Mar-11		30-Jun-10
*Assets*
Current assets, loans and advances		14,812,881		14,112,490		13,629,017
Goodwill		4,844,494		4,836,443		4,956,587
Fixed assets(Net of Depreciation)		7,015,073		8,146,286		8,594,237
Investments		14,666,188		14,363,442		18,510,382
Deferred tax asset, net		745,717		632,505		797,441
Total assets		42,084,353		42,091,166		46,487,664
*Liabilities*
Current liabilities and provisions		7,919,543		7,499,330		7,614,301
Secured loans		10,231		11,349		7,684
Deferred tax liability, net		71,077		80,998		88,359
Total liabilities		8,000,851		7,591,677		7,710,344
Total shareholders’ equity		34,083,502		34,499,489		38,777,320

Total liabilities & shareholders’ equity		42,084,353		42,091,166		46,487,664

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


Particulars	Jun 30 2011 (Audited)			Mar 31 2011 (Audited)			Jun 30 2010 (Audited)
Cash flows from / (used in) operating activities (A)		619,280			351,188			1,421,123
Cash flows from / (used in) investing activities (B)		(385,709	)		(1,727,339	)		(648,186	)
Cash flows from / (used in) from financing activities (C)		74,453			191,984			(263,901	)
Effect of changes in exchange rates (D)		18,995			17,638			(8,333	)
Net increase / (decrease) in cash and cash equivalents during the period (A+B+C+D)		327,019			(1,166,529	)		500,703
Cash and cash equivalents at the beginning of the period		2,367,151			3,533,680			2,637,030
Cash and cash equivalents at the end of the period		2,694,170			2,367,151			3,137,733

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


Particulars	Jun 30 2011			Jun 30 2010			Mar 31 2011
Consolidated net income/(loss) as per Indian GAAP		(515,163	)		1,467,423			1,622,845
Income taxes		(111,500	)		(95,000	)		(334,700	)
Foreign currency differences		(100	)		9,100			(11,700	)
Employee retirement benefits		(70,300	)		82,300			(25,000	)
ESOP related Compensation Cost		8,700			(8,700	)		(21,500	)
Impairment of Intangible		891,800			—			—
Amortisation of Intangibles , arising on Business acquisition		(67,700	)		(32,100	)		(32,600	)
Others		(27,700	)		(300	)		(1,500	)
Total		623,200			(44,700	)		(427,000	)

Consolidated net income as per US GAAP		108,037			1,422,723			1,195,845

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

For the quarter / period ended


Particulars	Period May 16,2011 to June 30, 2011 Successor Company			Period Apr 1,2011 to May 15, 2011 Predecessor Company			Quarter ended June 30 2011 Total			Quarter ended June 30 2010 Predecessor Company			Quarter ended Mar 31 2011 Predecessor Company
Exchange rate$1 = INR		44.59			44.86			44.72			46.41			44.54
Revenues		4,203,407			4,018,019			8,221,427			7,776,338			8,476,575
Cost of revenues (exclusive of depreciation and amortization)		2,836,475			2,669,552			5,506,027			4,688,962			5,350,573
Gross Profit		1,366,932			1,348,467			2,715,399			3,087,376			3,126,002
Selling, general and administrative expenses		1,134,023			1,422,078			2,556,101			1,496,915			1,617,595
Depreciation & Amortization		291,994			166,347			458,341			326,703			323,513
Foreign exchange gain, net		(145,593	)		(166,201	)		(311,794	)		(197,649	)		(243,171	)
Operating income/(loss)		86,508			(73,757	)		12,751			1,461,407			1,428,065
Other income, net		123,606			60,457			184,063			322,095			212,558
Income/(loss) before income taxes		210,114			(13,300	)		196,814			1,783,502			1,640,623
Income taxes		88,365			424			88,789			310,453			460,862
Net income/(loss)		121,749			(13,724	)		108,025			1,473,049			1,179,761
Earnings per share
- Basic		0.91			(0.10	)		0.81			11.37			8.94
- Diluted		0.90			(0.10	)		0.80			11.01			8.74
Weighted average number of common shares used in computing earnings per share
- Basic		133,915,882			133,544,231			133,570,818			129,562,441			131,991,860
- Diluted		135,773,325			135,420,766			135,642,004			133,835,341			134,910,508

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


Particulars	As on 30-Jun-11		As on 31-Mar-11 Predecessor Company		As on 30-Jun-10 Predecessor Company
Exchange rate$1 = INR		44.59		44.54		46.41
*Assets*
Total current assets		27,842,886		27,479,386		30,649,056
Goodwill		26,590,544		3,110,693		3,217,644
Intangible assets, net		8,345,201		1,383,351		1,592,637
Property, plant, and equipment, net		7,401,629		6,038,411		6,398,678
Other assets		6,033,021		2,572,668		3,166,155
Total assets		76,213,281		40,584,509		45,024,170
*Liabilities*
Total current liabilities		6,314,069		5,424,834		5,203,056
Capital lease obligations excl. installments		6,717		7,423		2,693
Other liabilities		4,750,863		2,344,660		2,460,387
Total liabilities		11,071,649		7,776,917		7,666,136
Total shareholders’ equity		65,141,632		32,807,592		37,358,034
Total liabilities & shareholders’ equity		76,213,281		40,584,509		45,024,170

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


Particulars	Jun 30 2011			Mar 31 2011			Jun 30 2010
Exchange rate $1 = INR		44.59			44.54			46.41
Net cash provided by operating activities		735,031			499,437			1,648,773
Net cash used in investing activities		(531,326	)		(1,872,813	)		(842,763	)
Capital expenditure, net		(161,826	)		(197,434	)		(193,392	)
Investment in securities, net		(369,500	)		(1,675,379	)		230,995
Payment for acquistion/intangibles/Joint Venture		—			—			(880,365	)
Net cash provided / (used) in financing activities		110,034			203,587			(229,493	)
Others		(1,118	)		14,960			32,435
Common shares issued		111,182			187,813			128,854
Dividend on common shares		(30	)		814			(390,783	)
Net increase / (decrease) in cash and equivalents		313,740			(1,169,789	)		576,517
Effect of exchange rate changes on cash and equivalents		3,922			20,529			(166,681	)
Cash and equivalents at the beginning of the period		2,360,213			3,506,827			2,725,107
Cash and equivalents at the end of the period		2,677,875			2,357,567			3,134,943

E1) REVENUE ANALYSIS


Revenue By Geographical Segments	Jun 30 2011			Mar 31 2011			Jun 30 2010
Americas		79.3	%		78.0	%		81.0	%
EMEA		13.1	%		14.6	%		12.0	%
APAC		7.5	%		7.5	%		7.0	%

Total		100.0	%		100.0	%		100.0	%


Revenue by Industry Verticals	Jun 30 2011			Mar 31 2011			Jun 30 2010
Banking & Financial Services		11.7	%		11.6	%		11.2	%
Insurance Healthcare		38.9	%		38.8	%		39.5	%
Manufacturing, Retail, Distribution & Logistics		37.1	%		35.5	%		34.6	%
Communications, Energy & Utilities		9.1	%		10.9	%		11.5	%
Media Entertainment, Leisure and Travel		1.5	%		1.6	%		1.7	%
Public Sector		1.7	%		1.6	%		1.5	%

Total		100.0	%		100.0	%		100.0	%


Revenue by Project Type	Jun 30 2011			Mar 31 2011			Jun 30 2010
Time and Material		54.2	%		54.8	%		56.9	%
Fixed Price (including Fixed Price SLA)		45.8	%		45.2	%		43.1	%

Total		100.0	%		100.0	%		100.0	%

E2) CLIENT - REVENUE METRICS


Particulars	Jun 30 2011			Mar 31 2011			Jun 30 2010
Top client		12.1	%		10.5	%		11.2	%
Top 5 Clients		35.8	%		33.7	%		35.5	%
Top 10 Clients		48.4	%		45.7	%		48.6	%
Client data
No of $1 million clients		97			96			92
No of $5 million clients		31			29			26
No of $10 million clients		15			15			14
No of $50 million clients		3			3			3
No of new clients		19			14			11
No. of active Clients		291			299			280
% of Repeat Business		99.1	%		95.8	%		94.5	%

E3) REVENUE MIX AND UTILIZATION


	Jun 30 2011			Mar 31 2011			Jun 30 2010
Efforts
Onsite		26.8	%		26.5	%		27.4	%
Offshore		73.2	%		73.5	%		72.6	%

Revenue
Onsite		51.5	%		52.6	%		54.4	%
Offshore		48.5	%		47.4	%		45.6	%

Utilization		75.7	%		74.3	%		75.0	%

E4) EMPLOYEE METRICS


	Jun 30 2011			Mar 31 2011			Jun 30 2010
Total Employees		18,372			18,562			15,716
Offshore		14,662			14,926			12,301
Onsite		3,710			3,636			3,415
Total		18,372			18,562			15,716

Sales & Support Staff		1,347			1,373			1,372
Net Additions		(190	)		97			934
Attrition (LTM) excluding BPO		22.9	%		24.6	%		21.5	%

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

E5) RUPEE - CURRENCY RATES AGAINST US DOLLAR


	Jun 30 2011		Mar 31 2011		Jun 30 2010
Rupee
Period end rate		44.69		44.58		46.45
Period average rate		44.62		45.23		45.61
Other Currencies (Average Rate)
AUD		1.06		1.00		0.88
EURO		1.44		1.37		1.27
GBP		1.63		1.60		1.49
YEN		0.01		0.01		0.01

By Order of the Board

for Patni Computer Systems Limited

Mumbai

Phaneesh Murthy

25 July 2011

CEO & Managing Director