The Directors have pleasure in presenting their Thirty Third Annual
 Report together with Audited statements of Accounts for the year ended
 31 December 2010.
 
 Financial Results
 
                               31 December 2010       31 December 2009 
                                (Rs.in million)       (Rs. in million)
 
 Sales                                   18,913                 17,349
 
 Resulting in Profit Before 
 Tax                                      7,155                  5,818
 
 Profit After Tax                         6,551                  5,427
 
 Profit available for appropriation 
 after adding to it Previous Years
 Brought Forward                         26,441                 20,886
 
 Appropriated as under:
 
 Adjustment on account of employee 
 benefits
 
 Transfer to General Reserve                655                    543
  
 Final Proposed Dividend on Equity 
 Shares @ 150% (Previous Year 150%)           2                    387
 
 Special Interim Dividend on Equity 
 Shares @ 3150%                           8,244                      –
 
 Corporate Tax on above Dividend          1,370                     66
 
 Balance Carried to Balance Sheet        16,170                 19,890
 
 
 Business Performance
 
 The performance of your Company during the year under report has shown
 improvement over the previous year. Total revenue for the year ended 31
 December 2010 amounted to Rs. 18,913 million as against Rs. 17,349
 million for the corresponding period last year, registering a growth of
 about 9%. The Company has posted the Net Profits after tax to Rs. 6,551
 million as compared to Rs. 5,427 million for the corresponding period
 last year, registering a growth of about 21% for the year ended 31
 December 2010. Even on a consolidated basis, revenues were increased in
 the current year 2010 by 1.33% to Rs. 31,881 million from Rs. 31,461
 million in 2009.The net income increased by 6%.
 
 Dividend
 
 The Board of Directors of your Company, on 13 August 2010, had approved
 the one time Special Interim Dividend of Rs. 63 per share, which was
 paid during the year.
 
 In view of this payment of dividend, the Board of Directors do not
 recommend any further dividend for the year 2010.
 
 Economic Scenario and Outlook
 
 NASSCOM Strategic Review 2011 states that the IT-BPO sector has become
 one of the most significant growth catalysts for the Indian economy. In
 addition to fuelling Indias economy, this industry is also positively
 influencing the lives of its people through an active direct and
 indirect contribution to the various socio-economic parameters such as
 employment, standard of living and diversity among others. The industry
 has played a significant role in transforming Indias image from a slow
 moving bureaucratic economy to a land of innovative entrepreneurs and a
 global player in providing world class technology solutions and
 business services.
 
 The sector is estimated to aggregate revenues of .1 billion in
 FY2011, with the IT software and services sector (excluding hardware)
 accounting for .1 billion of revenues. During this period, direct
 employment is expected to reach nearly 2.5 million, an addition of
 240,000 employees, while indirect job creation is estimated at 8.3
 million. As a proportion of national GDP, the sector revenues have
 grown from 1.2% in FY1998 to an estimated 6.4% in FY 2011. Its share of
 total Indian exports (merchandise plus services) increased from less
 than 4.0% in FY1998 to 26.0% in FY2011.
 
 Export revenues are estimated to gross $ 59 billion in FY2011
 accounting for a 2 million workforce.
 
 IT services is expected to grow by about 3.5% in 2011 and 4.5% in 2012.
 While focus on cost control and efficiency/productivity remain,
 customers are also evaluating how investments in IT can impact further
 business goals — ROI led transformation - leading to an increase in
 project- based spending. Services such as virtualization,
 consolidation, and managed services that focus on ROI in the short term
 will drive opportunities in the market. Emerging Asian enterprises
 across multiple industries will continue to accelerate services
 spending in their efforts to challenge existing global MNCs.
 Organizations will look for alternative IT models - Cloud, on- demand
 services and SaaS — in order to reduce hardware infrastructure costs
 and provide scalability on demand.
 
 Worldwide packaged software revenue is estimated to reach $ 297 billion
 in 2011, a Y-o-Y growth of over 5%, led by emerging regions, such as
 APAC and LATAM. These regions are expected to invest heavily in
 enterprise software initiatives as they continue to round out the IT
 infrastructure necessary to do business. Business Process Outsourcing
 spending is expected to be driven by analytical services, F&A and
 industry- specific BPO solutions.
 
 In the future, the global IT-BPO industry is likely to go through a
 paradigm shift across five parameters:
 
 Markets — Growth will be driven by new markets — SMBs, Asia, public
 sector and government-influenced entities which will become a priority
 customer base.
 
 Customers — Customers will demand transformative value propositions,
 that go beyond lower-cost replication; as technology creates virtual
 supply chains, customers will require a seamless experience across time
 zones and geographies; increasing demand for innovation and end-to- end
 transformation.
 
 Service Offerings — Offerings that are high-end, deeply embedded in
 customer value chains will emerge. Services and delivery will become
 location-agnostic leading to new opportunities such as design services
 in manufacturing, Remote Infrastructure Management (RIM), etc.
 Solutions for the domestic market will be a key focus area.
 
 Talent — Government pressures to create local jobs and the need for
 local knowledge will alter the employee mix - a higher proportion of
 non-Indians with multilingual and localized capabilities. There will be
 a much greater focus on ongoing development of specialized skills and
 capabilities.
 
 Business Models — Driven by a focus on expertise and intellectual
 property, offerings will shift from piecemeal, technology-centric
 applications to a range of integrated solutions and higher-end
 services, spanning new service lines (e.g., green IT).
 
 Suitably exploiting these emerging opportunities both in the global and
 domestic markets can help India reach 0 billion in IT-BPO revenues
 by FY2015, a CAGR of 14.0%. By FY2015, the Indian IT-BPO industry is
 expected to contribute about 7.0% to annual GDP and create about 14.3
 million employment opportunities (direct and indirect).
 
 Business Overview
 
 Your Company is a leading Indian provider of information technology
 services. Your Company delivers a comprehensive range of IT services
 through globally integrated onsite and offshore delivery locations
 primarily in India, which the Company calls its global delivery model.
 Your Company offers its services to customers through industry-focused
 practices, including insurance, manufacturing retail and distribution,
 financial services and communications, media and utilities, and through
 technology-focused practices. Within these practices, your Companys
 service lines include application development, application maintenance
 and support, packaged software implementation, infrastructure
 management services, product engineering services, business process
 outsourcing and quality assurance services.
 
 Your Company has in-depth knowledge in the industry and technology
 practices. Insurance, manufacturing, retail and distribution,
 communications, media and utilities and financial services accounted
 for 24.7%, 28.9%, 17.9% and 12.8% in 2008, respectively, 29.7%, 29.0%,
 13.5% and 12.8% in 2009, respectively and 30.3%, 30.3%, 11.2% and 11.6%
 in 2010, respectively, of our revenues. Your Companys technology
 practices offer research, design and development services for product
 engineering. Through the dedicated sales and management teams in each
 of its industry and technology practices, your Company believes that it
 is able to provide better client service, effectively cross- sell
 services to its existing clients and develop new client relationships.
 
 Your Company has a track record of successfully developing and managing
 large, long-term client relationships with some of the worlds largest
 and best known companies. Your Companys customer base has increased
 from 239 clients as of 31 December 2006 to 297 clients as of 31
 December 2010. Several of the Companys key executives are located in
 its client geographies to better develop and maintain client
 relationships at senior levels. Repeat business accounted for 93.0%,
 94.0% and 94.6% of the Companys revenues in 2008, 2009 and 2010.
 
 Your Company has invested in new high-tech facilities, which the
 Company refers to as “knowledge parks”, designed for expanding our
 operations and training of the Companys employees. Your Company has
 243 sales and marketing personnel supported by dedicated industry
 specialists in 30 sales offices around the globe, including North
 America, Europe, Japan and the rest of the Asia-Pacific region.
 
 Your Companys key performance highlights are as follows:
 
 - Overall revenues for CY 2010 were at US$ 701.7 million, up by 7.0%
 YoY as compared to US$ 655.9 million in CY 2009. Revenues for Q4 at US$
 183.0 million reflected a 2.4% growth sequentially.
 
 - Net income adjusted for extraordinary items was at US$ 125.8 million
 for the year, higher by 28.7% against US$ 97.8 million for 2009. Net
 income adjusted for extraordinary items was at US$ 31.8 million for the
 quarter and was sequentially higher by 10.8% from US$ 28.7 million.
 
 - Your Company added 19 clients during Q4 taking its total number of
 active clients to 297 at year-end, as compared to 272 at the end of
 2009.
 
 - During the year, your Companys  million client relationships
 increased to 99 as compared to 92 in 2009.  Similarly,  million
 relationships also increased to 28 as compared to 26 in 2009; and 
 million relationships increased to three as compared to two in 2009.
 Percentage of repeat business continued to remain high at 94.6% for the
 year 2010.
 
 - Revenue contribution from your Companys top customer reduced to
 10.9% in 2010 from 11.9% in 2009.  Concentration from Top 10 customers
 reduced to 48.8% in 2010 from 49.7% in 2009.
 
 - Insurance and MRD (manufacturing, retail and distribution) verticals
 continue to be the highest contributors, generating 31.3% and 30.6%,
 respectively of the total revenue. In Q4 Companys focus on expanding
 its service offerings continued, with the contribution of BPO
 increasing significantly to 9.9% from 8.2% in Q3 2010.
 
 - Revenues from the Americas were at 80.7% for year 2010, while the
 APAC contribution increased to 7.2%.
 
 - Overall utilization remained stable at 75% as compared to 2009, on a
 full-year basis. However, sequential utilization was lower at 72.4%
 from 74.0% due to planned fresher intakes.
 
 - On 31 December 2010, our employee strength stood at 17,642 with an
 addition of approximately 1,086 employees over the last quarter and
 3,647 during the last year.
 
 Delivery Model
 
 Your Company addresses its clients needs with its global delivery
 model, through which your Company allocates resources in a
 cost-efficient manner using a combination of onsite client locations in
 North America, Europe and Asia and offshore locations in India. Your
 Company believes an integral part of its delivery is its industry
 knowledge, which your Company refers to as its domain expertise.
 
 Your Company refers to its own industry experts, business analysts and
 solutions architects who are located primarily onsite with the client
 as our “domain wedge”. These experts are supported by additional
 personnel who provide technical services onsite on a temporary basis,
 and by the Companys trained professionals located normally at one or
 more of its nine offshore centers in India.  Typically, at the initial
 stage of a project, your Company provides services through its onsite
 industry and technology experts and its transient onsite delivery
 personnel. By applying its domain wedge approach, your Company delivers
 solutions that can be structured to scale to suit its clients needs.
 In certain cases your Company provides dedicated offshore development
 centers, set up for a particular client. Through these offshore
 development centers your Company integrates its clients processes and
 methodologies and believe your Company is better positioned to provide
 comprehensive and long-term support. Your Company maximizes the cost
 efficiency of its service offerings by increasing the offshore portion
 of the work as the client relationship matures. To complement its
 domain wedge, your Company has aligned a majority of its sales and
 marketing teams to focus on specific industry sectors.
 
 Industry Practices, Technology Practices and Service Lines
 
 Your Company offers its services to customers through industry
 practices in insurance, manufacturing, retail and distribution,
 financial services and communications, media and utilities, as well as
 in other industries. Your Company also has technology practices that
 offer services in product engineering and for Independent Software
 Vendors, or ISVs.  The Companys industry practices and technology
 practices are complemented by its service lines, which your Company
 develops in response to client requirements and technology life cycles.
 The Companys service lines include application development,
 application maintenance and support, packaged software implementation,
 infrastructure management services, product engineering, business
 process outsourcing and quality assurance services.
 
 Sales and Marketing
 
 Your Companys sales teams use a multi-pronged approach to market its
 services. They target certain industries and service lines through
 focused sales executives, geographies through regional sales executives
 and large clients through dedicated account managers. Your Company has
 aligned a majority of its sales and marketing teams to focus on
 specific industries and geographies. In addition to its sales
 executives, your Company has industry experts and solution architects
 who complement its sales efforts by providing specific industry and
 service line expertise. Your Companys sales efforts are also supported
 by its marketing professionals, who assist in brand-building and
 tracking its expertise.
 
 Your Companys senior management and dedicated account managers are
 actively involved in managing client relationships and business
 development through targeted interaction with multiple contacts
 throughout its clients organizations. Your Company aims to develop its
 client relationships into partnerships by working closely with its
 clients managers and senior executives to formulate and execute an
 offshore outsourcing strategy, implement engagement models that suit
 their particular challenges and explore new service lines.
 
 Your Company undertakes detailed periodic reviews to identify existing
 and prospective clients that it believes can develop into large,
 strategic clients. Your Company intends to focus on adding more
 strategic accounts, which it defines as those who provide .0 million
 or more in annual revenues or those with whom the Company believes it
 has the potential to achieve such annual revenue amounts over a 24 to
 30 month period. For each strategic client, a senior executive is
 identified and charged with managing the overall client relationship
 and leading periodic reviews with the client.
 
 Your Company has 30 sales offices across North America, Europe, Japan
 and the rest of the Asia-Pacific region and 243 sales and marketing
 personnel who are supported by dedicated industry specialists. Your
 Company sets targets for its sales personnel at the beginning of each
 year, which are subject to periodic reviews. In addition to a base
 salary, your Companys compensation package for sales personnel
 includes an incentive-based compensation plan driven by achievement of
 the prescribed sales targets.
 
 Your Companys sales and marketing professionals help promote the
 “Patni” brand through targeted analyst outreach programs, trade shows,
 white papers, sponsorships, workshops, road shows, speaking engagements
 and global public relations management. Your Company believes that a
 stronger brand will facilitate its ability to gain new clients and to
 attract and retain talented professionals.
 
 Personnel & Performance
 
 Your Company strongly believes that its ability to maintain and
 continue its growth depends to a large extent on its strength in
 attracting, developing, motivating and retaining the talent. The
 Company operates in seven major cities in India, which enables the
 Company to recruit technology professionals from different parts of the
 country. The key elements of the Companys human resource management
 strategy include talent acquisition, learning and development,
 compensation and retention.
 
 Your Company has established a work ethic based on values that
 transcend across its global operations. The culture is oriented to high
 growth and performance that allows the Company to attract, motivate and
 retain high quality talent worldwide. Abilities are recognized with
 rewards for high performance.
 
 Your Company uses its competitive recruitment program to select talent
 from Indias premier engineering institutions. An adaptive business
 model and mature management structure allow aggressive scalability
 without compromising on flexibility, responsiveness and reliability of
 services.
 
 Your Company employed 14,894, 13,995 and 17,642 employees as of 31
 December 2008, 2009 and 2010, respectively. Out of 17,642 employees,
 13,259 were software professionals as of 31 December 2010. Of these
 software professionals, 2,482 employees were categorized as onsite and
 10,777 as offshore. The geographic breakdown for our employees as of 31
 December 2010 was as follows:
 
 Geography                      Number of Employees
 
 India                                       14,326
 
 North America                                2,694
 
 Rest of the World                              622
 
 Total                                       17,642
 
 
 Centers of Excellence
 
 Your Company has developed internal “centers of excellence” to create
 expertise in emerging technologies. Your Company currently has centers
 of excellence that focus on middleware integration, legacy systems
 modernization, business intelligence, Radio Frequency Identification
 (RFID), process consulting and service oriented architectures based on
 technologies such as J2EE and .NET. For example, your Company uses its
 center of excellence on legacy systems modernization to develop
 solutions for its clients who want to maintain their current
 business-critical systems but at the same time want to utilize the
 latest technologies for new systems. Your Company partners with leading
 technology vendors such as IBM and Microsoft to implement technology
 solutions soon after they are made available in the market.
 
 Facility Expansion
 
 A key component of your Companys global delivery model is the
 telecommunication linkages between client sites and our sites and
 between our distributed sites in India. Your Company has designed a
 global network architecture which provides client connectivity,
 offshore development center connectivity and internet connectivity.
 This network provides seamless access and uses high availability
 networks and advanced routing protocols for redundancy and
 availability.  Although your Company relies on third parties, such as
 telecommunications providers and internet service providers to provide
 such services, your Company ensures that it has multiple service
 providers using multiple routes and media to attain high levels of
 redundancy, availability and performance.  Your Company has dedicated
 teams to monitor the operations of its network operations 24 hours a
 day and seven days a week. Your Company uses encryption techniques for
 confidentiality of data as required.
 
 Your Companys principal executive offices are located at Mumbai,
 India. The Companys North American headquarters are located in
 Cambridge, Massachusetts. These facilities are used primarily for
 management functions and support functions such as sales, marketing and
 general administration.
 
 Your Company has state-of-the-art facilities in nine locations in India
 where our technical staff is located and which serve as our primary
 delivery centers. We also have imaging centers and distribution centers
 in the United States and in the United Kingdom for handling the digital
 processing of documents.
 
 Your Company currently has capacity for approximately 18,400
 professionals at these facilities. As of 31 December 2010, your Company
 had used approximately 75% of its existing office space in its
 operations.
 
 Your Company has approximately 150,000 square feet of leased software
 development facilities in 5 countries outside India.
 
 In keeping with the Companys plans for expansion, your Company has
 constructed new facilities in India, which includes three knowledge
 parks in Chennai, Navi Mumbai and Noida.  These knowledge parks have
 state-of-the-art infrastructure with extensive workspace and training
 facilities and a modular design for ease of segregation of dedicated
 projects with ability to provide scale and service to clients from one
 location. Your Companys Noida Knowledge Park was awarded the
 prestigious LEED Platinum (Leadership in Energy and Environmental
 Design) rating jointly by the U.S Green Building Council and the Indian
 Green Building Council for our Green IT- BPO Centre. This makes your
 Companys Knowledge Park the second largest Platinum rated building in
 the world, and the largest Platinum rated building outside the United
 States.
 
 As of 31 December 2010, your Company had spent approximately 1.3
 million on the knowledge parks. The estimated amounts (net of advances)
 remaining to be executed on contracts in relation to capital
 expenditure for the construction of various facilities, aggregated
 approximately to .5 million as of 31 December 2010 which will be
 executed over a three year period. Your Company anticipates that
 expenditures for its expansion plans will total approximately  to
  million in 2011.
 
 In continuation of its policy to have the Companys own campus
 operations, your Company has acquired land in Pune, Hyderabad and
 Kolkata in addition to its campuses in Mumbai, Chennai and Noida. These
 facilities when fully built are expected to have a seating capacity for
 approximately 25,000 professionals.
 
 Quality and Project Management While quality always has been an
 integral part of your Companys operations, your Company became
 formally certified and assessed for quality models in 1995.
 
 Your Company started with ISO 9000-1994, underwent SEI-CMM Level 4 and
 5 assessments and as of today are ISO 9001-2008 certified and are
 assessed for P-CMM Level 3 and SEI-CMMi Level 5. ISO 9001 is an
 international standard for quality management systems maintained by the
 International Organization for Standardization. The Capability Maturity
 Model (CMM) is a method for evaluating the quality of a companys
 management and software engineering practices, with Level 5 being the
 highest attainable certification. The CMM was developed by the Software
 Engineering Institute (SEI) at Carnegie Mellon University. The Software
 Engineering Institute subsequently released a revised version known as
 the Capability Maturity Model Integration (CMMi). Your Company has been
 using the Six Sigma Program to implement process changes including the
 above.  Your Company continuously strives to better its quality
 management system with the help of industry best practices and research
 findings. Your Companys quality management system involves the review
 and continuous improvement of software development and related
 processes, testing of work products and regular internal and external
 quality audits.  Your Company applies sophisticated project management
 and solution deployment methodologies that your Company has developed
 to help ensure timely, consistent and accurate delivery of IT solutions
 to its clients.
 
 In 2010 your Company has received the following recognitions:
 
 - Listed among the Best 20 Leaders in Financial Services (Insurance)
 in the 2010 Global Outsourcing 100, by IAOP.
 
 - Named a Niche Player in Gartners Magic Quadrant for SAP ERP
 Implementation Service Providers in the North America, 2010 Report.
 
 - Named a Niche Player in Gartners Magic Quadrant for CRM Service
 Providers in the North Americas, 2010 Report, as also in the Europe,
 2010 Report.  Named the IT Supplier of the Year 2010 (for the second
 consecutive year) by Weyerhaeuser, a leading provider of integrated
 forest products.
 
 - Named the Best Supplier for FY 2009-2010 by Toshiba
 Mitsubishi-Electric Industrial Systems Corp.
 
 - Recognized as Genworth Financials 2009 Strategic Supplier of The
 Year.
 
 - Ranked 40th amongst the top technology providers for financial
 institutions in the FinTech 100 — 2009 list.
 
 - Listed in the Global Services 100 — 2009, instituted by
 
 Global Services and neoIT (Neogroup):
 
 – Ranked 7th among Top 10 best performing IT
 
 Infrastructure Service Providers 
 
 – Ranked 8th among Top 10 best performing IT Service
 Providers.
 
 Received BPO Excellence Awards hosted by Stars of the
 
 Industry in the categories:
 
 – BPO Organization of the Year
 
 – Operational Excellence and Quality
 
 – Social Change Agent.
 
 
 
 Patni ESOP 2003 (Revised 2009)
 
 Your Company had introduced the Employees Stock Option Plan known as
 Patni ESOP 2003. The Plan is being administered by the Compensation
 and Remuneration Committee of Directors constituted as per SEBI
 Guidelines.  The details of Options granted under the Plan are given in
 the Annexure to this Report.
 
 Subsidiary Companies
 
 The Company has wholly owned subsidiaries viz. Patni Americas, Inc.,
 Patni Computer Systems (UK) Limited, Patni Computer Systems GmbH, PCS
 Computer Systems Mexico SA de CV and Patni (Singapore) Pte. Ltd.
 
 Patni Telecom Solutions, Inc. and CHCS Services Inc. are the
 subsidiaries of Patni Americas, Inc., one of the Companys main
 subsidiaries. CHCS Services Inc. was acquired by Patni Americas, Inc.,
 during the year 2010. (Effective 1 October 2010, Patni Life Sciences,
 Inc. has been merged with Patni Americas, Inc.)
 
 Patni Telecom Solutions (P) Limited and Patni Telecom Solutions (UK)
 Limited are subsidiaries of Patni Telecom Solutions, Inc.
 
 Patni Computer Systems (Czech) s.r.o. is the subsidiary of Patni
 Computer Systems (UK) Limited.
 
 During the year 2010, Patni Computer Systems Japan Inc. and Patni
 Computer Systems (Suzhou) Ltd were set up as subsidiaries of Patni
 (Singapore) Pte. Ltd.
 
 In view of the above and by virtue of Section 4 of the Companies Act,
 1956 the Company has following subsidiaries (Collectively to be
 referred as “Subsidiary Companies”) i) Patni Americas, Inc.; ii) Patni
 Computer Systems (UK) Limited; iii) PCS Computer Systems Mexico SA de
 CV; iv) Patni Computer Systems GmbH; v) Patni (Singapore) Pte.  Ltd.;
 vi) Patni Telecom Solutions, Inc.; vii) CHCS Services Inc.; viii) Patni
 Telecom Solutions (UK) Limited; ix) Patni Telecom Solutions (P)
 Limited; x) Patni Computer Systems (Czech) s.r.o.; xi) Patni Computer
 Systems Japan Inc.; and xii) Patni Computer Systems (Suzhou) Ltd.
 
 The Company has been granted exemption for the year ended 31 December
 2010 by the Ministry of Corporate Affairs vide its letter dated 23
 February 2011 from attaching to its Balance Sheet, the individual
 Annual Reports of each of its Subsidiary Companies. As per the terms of
 the said letter, a statement containing brief financial details of the
 Companys subsidiaries for the year ended 31 December 2010 is included
 in the Annual Report. The annual accounts of Subsidiary Companies and
 the related detailed information will be made available to any member
 of the Company / its Subsidiary Companies seeking such information at
 any point of time and are also available for inspection by any member
 of the Company / its Subsidiary Companies at the Registered Office of
 the Company. The annual accounts of the said Subsidiary Companies will
 also be available for inspection, as above, at the registered offices
 of the respective Subsidiary Companies.
 
 Acquisition of Controlling Stake in the Company by iGATE
 
 On 10 January 2011, Pan-Asia iGATE Solutions and iGATE Global Solutions
 Limited (“Acquirers”) have entered into the Share Purchase Agreement
 and Securities Purchase Agreement with the Promoters of the Company and
 General Atlantic Mauritius Limited (“PE Investor”) to acquire 63.04% of
 the then Current Equity Share Capital of the Company.
 
 Accordingly, as required under the Securities and Exchange Board of
 India (Substantial Acquisition of Shares and Takeovers) Regulations,
 1997 (“Regulations”), the Acquirers along with iGATE Corporation
 (“Person Acting in Concert”), under Regulation 10 and Regulation 12,
 made an Open Offer to acquire 27,085,565 shares representing 20%* of
 the diluted equity capital of the Company, at the Offer Price of
 Rs.503.50 per share payable in cash.
 
 The details of the acquisition are as follows:
 
 1.  Offer Price                                Rs. 503.50 per fully
                                                paid up equity share
 
 2. Shares acquired by way of                   83,005,150 (61.29%*) 
 MoU or market purchases
 triggering the Offer (No. & %)
 
 a) Acquisition of shares from                           60,091,202 
 then Promoters of the Company
 
 b) Acquisition of shares/ADSs                           22,913,948 
 from the PE Investor
 
 3.  Acquisition of Shares under                  27,085,565 (20%*)
 Open Offer
 
 4.  Size of the Offer (No. of Shares            Rs. 13,637,581,978 
 multiplied by Offer Price
 per Share)
 
 5.  Post Offer shareholding                  110,090,715 (81.29%*) 
 of Acquirers (2+3)
 
 * Percentage shareholding calculated based on the Diluted Equity
 Capital.
 
 The total valid shares tendered under the Open Offer were 34,376,254
 and the total shares accepted under the said Offer are 27,085,565
 amounting to an acceptance ratio of 78%.
 
 With the above acquisition, your Company has become a subsidiary of
 iGATE Corporation.
 
 Reconstitution of the Board
 
 In accordance of the Share Purchase Agreements and Securities Purchase
 Agreement dated 10 January 2011, Mr. Gajendra K Patni and Mr. William O
 Grabe (along with Mr. Abhay Havaldar, as an alternate director)
 resigned as directors of the Company w.e.f. 8 February 2011.
 
 Mr. Phaneesh Murthy and Mr. Shashank Singh were appointed as the
 Additional Directors of the Company w.e.f. 8 February 2011. Pursuant to
 provisions of Section 260 of the Companies Act, 1956, they shall hold
 their office till the ensuing Annual General Meeting of the Company. In
 view of the same, it is proposed to appoint them as directors of the
 Company in the forthcoming Annual General Meeting.
 
 Mr. Pradip Shah, Mr. Ramesh Venkateswaran, Dr. Michael A Cusumano, Mr.
 Pradip Baijal and Mr. Louis Theodoor van den Boog have also tendered
 their resignations w.e.f. 12 May 2011.
 
 Mr. Jai S Pathak and Mr. Göran Lindahl were appointed as the Additional
 Directors of the Company w.e.f. 12 May 2011.  Pursuant to provisions of
 Section 260 of the Companies Act, 1956, they shall hold their office
 till the ensuing Annual General Meeting of the Company. In view of the
 same, it is proposed to appoint them as directors of the Company in the
 forthcoming Annual General Meeting.
 
 The Board, at their meeting held on 12 May 2011, has appointed Mr. Jai
 S Pathak as the Chairman of the Board of Directors and also Chairman of
 the Company.
 
 Mr. Jeya Kumar has ceased to be a Chief Executive Officer of the
 Company w.e.f. 12 May 2011. He also ceased to be a Director of the
 Company w.e.f. 12 May 2011.
 
 Mr. Phaneesh Murthy was appointed as a Chief Executive Officer &
 Managing Director of the Company, subject to the statutory approvals.
 The resolution to this effect is being proposed at the ensuing Annual
 General Meeting of the Company.
 
 In accordance with the requirements of the Companies Act, 1956 and
 Articles of Association of the Company, Mr. Arun Duggal and Mr.  Vimal
 Bhandari are liable to retire and eligible for reappointment in the
 forthcoming Annual General Meeting.
 
 Corporate Governance
 
 Your Company follows the principles of the effective corporate
 governance practices. The Clause 49 of the Listing Agreement deals with
 the Corporate Governance requirements with which every publicly listed
 Company is required to comply with. The Company has taken steps to
 comply with the requirements of revised Clause 49 of the Listing
 Agreement with the Stock Exchanges.
 
 A separate section on Corporate Governance forming part of the
 Directors Report and certificate from the Companys Auditors
 confirming the compliance of conditions on Corporate Governance as
 stipulated in Clause 49 of the Listing Agreement is included in the
 Annual Report.
 
 Particulars of Employees
 
 Particulars of employees as required under the provisions of Section
 217 (2A) of the Companies Act, 1956 read with the Companies
 (Particulars of Employees) Rules, 1975, as amended, forms part of this
 Report. However, in pursuance of Section 219(1)(b)(iv) of the Companies
 Act, 1956, this Report is sent to all the Members of the Company
 excluding the aforesaid information and the said particulars are made
 available at the registered office of the Company. The members desirous
 of obtaining such particulars may write to the Company Secretary at the
 registered office of the Company.
 
 Fixed Deposits
 
 Your Company has not accepted any fixed deposits from the public. As
 such, no amount of principal or interest is outstanding as of the
 balance sheet date.
 
 Auditors
 
 M/s B S R & Co., Chartered Accountants, the present statutory auditors
 of the Company holds office until the conclusion of the ensuing Annual
 General Meeting.  M/s B S R & Co., have expressed their unwillingness
 to be appointed as the statutory auditors of the Company. In view of
 the same, the Board of Directors of the Company, on the recommendation
 of the Audit Committee of the Company, has proposed to appoint M/s S.R.
 Batliboi & Associates, Chartered Accountants as statutory auditors of
 the Company. Accordingly, M/s S.R. Batliboi & Associates are proposed
 to be appointed as the statutory auditors of the Company at the ensuing
 Annual General Meeting of the Company. M/s S.R. Batliboi & Associates,
 under section 224(1) of the Companies Act, 1956, furnished the
 certificate of their eligibility for appointment.
 
 Directors Responsibility Statement
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors,
 based on the representation received from the Operating Management,
 confirm that:
 
 (a) in the preparation of the annual accounts, the accounting standards
 have been followed and that there is no material departure;
 
 (b) they, in selection of accounting policies, have consulted the
 Statutory Auditors and have applied them consistently and made
 judgments and estimates that are reasonable and prudent so as to give a
 true and fair view of the state of affairs of the Company as at 31
 December 2010 and the Profit of the Company for the period 1 January
 2010 to 31 December 2010;
 
 (c) they have taken proper and sufficient care, to their best of
 knowledge and ability, for the maintenance of adequate accounting
 records in accordance with the provisions of the Companies Act, 1956
 for safeguarding the assets of the Company and for preventing and
 detecting fraud and other irregularities; and
 
 (d) they have prepared the annual accounts on a going concern basis.
 
 Conservation of Energy, Technology Absorption and Foreign Exchange
 Earnings/Outgo:
 
 A) Conservation of Energy
 
 Your Company consumes electricity mainly for the operation of its
 computers. Though the consumption of electricity is negligible as
 compared to the total turnover of the Company, your Company has taken
 effective steps at every stage to reduce consumption of electricity.
 
 B) Technology Absorption
 
 This is not applicable to your Company as it has not purchased or
 acquired any Technology for development of software from any third
 party.
 
 C) Foreign Exchange Earnings/Outgo
 
 Earnings in Foreign Currency                          31 Dec 2010
 on account of:                                   (Rs. in million)
 
 Export Sale                                                18,539
 
 Others                                                         51
 
 Total Earnings                                             18,590 
 
 Expenditure in Foreign Currency on 
 account of:
 
 Traveling Expenses                                            133
 
 Overseas Employment Expenses                                2,586
 
 Professional Fees & Consultancy Charges                       428
 
 Subscription & Registration Fees                                2
 
 Other Matters                                                 171
 
 Total Expenditure                                           3,320
 
 Net Earnings in Foreign Currency                           15,270
 
 Acknowledgements
 
 Your Directors wish to convey their appreciation to all the Companys
 employees for their performance and continued support. The Directors
 would also like to thank all the shareholders, consultants, customers,
 vendors, bankers, service providers and governmental & statutory
 authorities for their continued support.
 
                           For and on behalf of the Board of Directors
 
                           Jai S Pathak                Phaneesh Murthy
 
                            Chairman         Chief Executive Officer &
 
                                                     Managing Director
 
 Date: 12 May 2011