UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN ISSUER

Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

For February 1, 2006

PATNI COMPUTER SYSTEMS LIMITED

Akruti Softech Park , MIDC Cross Road No 21,
Andheri (E) , Mumbai - 400 093, India

 (Exact name of registrant and address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ý        Form 40-F o

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o        No ý

If “Yes” is marked, indicate below the file under assigned to the registrant in connection with Rule 12g3-2(b):

Press Release

Patni’s CY2005 Revenues up 38% at

US$ 450.3 million (Rs. 20,242 million)

Net Income higher by 11.3% at US$ 60.9 million (Rs. 2,736 million)

Mumbai, 01 February 2006: Patni Computer Systems Limited (Patni) today announced its financial results for the year and fourth quarter ended 31 December 2005.

Performance Highlights

Annual Performance (CY 2005 v/s. CY 2004):

•      Revenues increased by 37.9% to US$ 450.33 million (Rs. 20,242.42 million) from US$ 326.58 million (Rs. 14,131.19 million).

•      Gross Profit expanded by 30.4% to US$ 161.85 million (Rs. 7,275.21 million) from US$ 124.12 million (Rs. 5,370.68 million).

•      Operating income was higher by 15.8% at US$ 70.43 million (Rs. 3,165.79 million).

•      Net income was up 11.3% to US$ 60.87 million (Rs. 2,735.96 million) from US$ 54.68 million (Rs. 2,366.18 million).

•      The Patni Board declared a dividend of 125%.

Sequential Quarter Review (Q4 2005 v/s. Q3 2005):

•      Revenues increased by 4.8% to US$ 123.90 million (Rs. 5,569.37 million) from US$ 118.28 million (Rs. 5,197.09 million).

•      Gross Profit was higher by 9.2% to US$ 44.51 million (Rs. 2,000.54 million) from US$ 40.76 million (Rs. 1,790.78 million).

•      Operating income was up 1.4% at US$ 18.06 million (Rs. 811.85 million) compared to US$ 17.82 million (Rs. 782.78 million).

•      Net income was at US$ 14.70 million (Rs. 660.93 million) compared to US$ 16.24 million (Rs. 713.58 million).

Corresponding Quarter Review (Q4 2005 v/s. Q4 2004):

•      Revenues increased by 33.6 % to US$ 123.90 million (Rs. 5,569.37 million) from US$ 92.73 million (Rs. 4,012.49 million).

•      Gross Profit grew 31.1% at US$ 44.51 million (Rs. 2,000.54 million) compared to US$ 33.96 million (Rs. 1,469.39 million).

•      Operating income increased by 4.4% at US$ 18.06 million (Rs. 811.85 million) compared to US $ 17.30 million (Rs. 748.55 million).

•      Net income was at US$ 14.70 million (Rs. 660.93 million) from US$ 15.72 million (Rs. 679.99 million).

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Business Analysis

•      Revenue contribution from GE reduced to 22.1% in CY 2005 from 31.7% in CY 2004; and to 17.7% in Q4 2005. Revenues from clients other than GE were higher by 57.3% in CY 2005.

•      U.S. revenues increased by 33.2% in CY 2005; overall, non-U.S. regions grew 71.2% across Europe, Japan, Asia Pacific and all other regions.

•      Offshore effort contribution was higher at 64.6% in CY 2005 from 63.4% in CY 2004.

Key Corporate Developments in CY 2005:

•      ADS offering completed successfully - 7.9 million ADSs subscribed at US$ 20.34 each; primary offering created cash flow of approx. US$ 119 million for Patni.

•      Patni was selected to provide Global Application Development Services to ABN AMRO.

•      Infrastructure expansion initiatives were made across several locations in India.

Future Outlook:

•      Q1 2006 revenues expected to grow by approx. 2% to US$ 126.4 million; net income expected to be 19.0-22.4% higher at US$ 17.5-18.0 million.

•      CY 2006 revenues expected to grow by 23.9-24.8% to US$ 558-562 million; net income expected to be 40.5-45.4% higher at US$ 85.5-88.5 million.

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Notes to this release:

•      Fiscal Year

Patni follows a January - December fiscal year. The current review covers the financial and operating performance of the Company for the financial year and fourth quarter ended 31 December 2005.

•      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 in this document, or at all. Investors are cautioned to not rely on such translated amounts.

Performance synopsis

During the calendar year ended 31 December 2005, Patni’s revenues stood at US$ 450.33 million (Rs. 20,242.42 million), higher by 37.9% over US$ 326.58 million (Rs. 14,131.19 million) in CY 2004. Gross profit was at US$ 161.85 million (Rs. 7,275.21 million), a rise of 30.4% from US$ 124.12 million (Rs. 5,370.68 million). Operating income and income before income taxes (PBT) reported during the year were at US$ 70.43 million (Rs. 3,165.79 million) and US$ 74.67 million (Rs. 3,356.38 million) respectively, higher by 15.8% and 19.7% compared to the previous year. Net income was at US$ 60.87 million (Rs. 2,735.96 million), up 11.3% compared to US$ 54.68 million (Rs. 2,366.18 million). Diluted EPS for the year was at US$ 0.48 (Rs. 21.76) in CY 2005, up from US$ 0.44 (Rs. 19.23) in CY 2004.

In the fourth quarter ended December 31 2005, Patni’s revenues were at US$ 123.90 million (Rs. 5,569.37 million), higher by 33.6% compared to US$ 92.73 million (Rs. 4,012.49 million) in Q4 2004. Gross profit was at US$ 44.51 million (Rs. 2,000.54 million), an increase of 31.1% from US$ 33.96 million (Rs. 1,469.39 million). Operating income and income before income taxes (PBT) reported during the quarter were at US$ 18.06 million (Rs. 811.85 million) and US$ 18.68 million (Rs. 839.54 million) respectively, 4.4% and 5.6% higher than the corresponding quarter last year. Net income was at US$ 14.70 million (Rs. 660.93 million) compared to US$ 15.72 million (Rs. 679.99 million). Diluted EPS for the quarter was at US$ 0.13 (Rs. 5.66).

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Management comments

Commenting on the Q4 2005 performance, Mr. Narendra K Patni, Chairman and CEO, Patni Computer Systems Ltd., said, “Our performance in CY 2005 once again underscores Patni’s ability to deliver sustained growth by leveraging the advantages of its unique and highly scalable business model. During the year being reviewed, we successfully integrated the operations of Cymbal, which showed significant growth as Patni’s telecom vertical; we consolidated our existing verticals while creating growth opportunities in several emerging areas; we reduced our revenue contribution from both the U.S. region and our largest client GE; we increased our offshore contribution ratio further; and at the same time we continued to invest in our market facing resources and delivery infrastructure.

The successful completion of our ADS offering provides further impetus to our organizational initiatives, both in terms of augmenting our capital resources and improving our visibility in the largest market for our services.

Moving into CY 2006, we continue to explore and drive further growth opportunities and expect to continue with our strong track record.”

Speaking on the occasion, Mr. Deepak Sogani, Chief Financial Officer, Patni, added: “In CY 2005, we have made significant progress towards our objective of creating sustainable growth opportunities through the delivery of a comprehensive basket of high quality IT services. During the year under review, we have expanded our existing offerings and invested in the right areas to expand the further potential for growth.

Patni’s operations grew in line with our expectations and the guidance shared with investors. However, we have re-assessed payroll and related taxes in regard to our international operations and some provision for the entire year has been made in Q4 2005.

Subsequent to our ADS offering, we now have a much larger cash reserve of US$ 290 million that will be actively invested in augmenting growth. We now enter the next fiscal year with a much stronger run rate of business and we are confident that we will maintain our growth trend from a growing number of clients, services and geographies and an overall improvement in our business metrics.”

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Corporate developments in CY 2005

ADS offering completed successfully

Patni successfully completed a combined offering of primary and sponsored secondary American Depository Shares in December 2005. A large number of high quality investors subscribed to the 7,906,250 ADSs on offer at a price of US$ 20.34 each. Each ADS represents two underlying equity shares of Rs. 2 each. The primary ADS offering of 6,156,250 ADSs (inclusive of the greenshoe option) aggregated to about US$ 119 million, net of underwriting commissions. These cash flows will supplement the resources required for the development of new infrastructure facilities and other general corporate purposes.

Patni selected to provide Global Application Development Services to ABN AMRO

Patni announced that it has been awarded an Application Development Outsourcing contract by a leading international bank, ABN AMRO. Patni is one of the five preferred partners to support the bank’s IT needs.

Global customer forum - PatniConnect

Patni successfully concluded its second annual customer forum - ‘PatniConnect 2005’ - in the U.S. The Patni leadership team interacted with IT and business leaders representing its customer organizations, and with other pre-eminent industry analysts and professionals who presented their valuable perspectives.

Expansion in leadership resources

Patni announced the appointment of Louis Theodoor van den Boog as an independent director on the Company’s board. Mr. van den Boog has more than 20 years of experience in the software industry, including M&A, public offerings, and funding through private equity and venture capital.

Vijay Khare was given the role of Chief Administrative Officer in addition to his continuing position as Patni’s Global Delivery Coordinator. He is responsible for effecting improvements in Patni’s operational and organizational backbone to support the growth prospects.

Infrastructure expansions

In February 2005, Patni announced its plans to set up a new 2,000-seat facility in Pune. The Company has earmarked an investment of Rs. 1 billion for this initiative. Infrastructure expansion at the two Knowledge Parks in Navi Mumbai and Chennai progressed as per plan. While Phase I at SIPCOT Park, Chennai was fully commissioned in September 2005, the initial facility at Airoli, Navi Mumbai is expected to be operational by Q2 2006. In addition, Patni has announced plans to expand its Hyderabad facilities to support its fast growing telecom business.

In Q2 2005, Patni opened an office at Amsterdam to address the Benelux market. Patni’s European business continues to show significant expansion and the Company already has an established base of clients in Europe.

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Management Discussion & Analysis of Performance

Restatement of accounts - current quarter

For the purposes of accounting for payroll and other related taxes for its international operations, the Company has reassessed the amounts provided in its books. Accordingly, the Company has restated the financial statements for fiscal years 2001, 2002, 2003, 2004 and 2005 with a cumulative charge of approx. US$ 11.4 million, including a charge of approx. US$ 1.4 million in CY 2005.

Revenues

In CY 2005, Patni’s revenues were higher by 37.9% at US$ 450.33 million (Rs. 20,242.42 million) compared to US$ 326.58 million (Rs. 14,131.19 million) achieved in CY 2004. During the year, revenue growth achieved in the ongoing, established business streams was augmented by a number of distinctive vertical and technology practices. The year also saw Patni drive significant growth from several new regions and clients, leading to a reduction in business concentration. Overall, the growth in Patni’s business was driven by higher delivery volumes, some shift towards offshore contribution and marginally higher realized rates.

Patni’s Q4 2005 revenues were higher by 4.8% sequentially to US$ 123.90 million (Rs. 5,569.37 million) from US$ 118.28 million (Rs. 5,197.09 million) in the preceding quarter. Growth achieved this quarter was in line with both the management’s expectations. Key highlights for the quarter were continued offshore growth; reduction in client concentration; and robust performance delivered by the telecom and product engineering practices.

Q4 2005 revenues improved by 33.6% compared to the corresponding quarter last year.

Cost of revenues

In CY 2005, Patni’s cost of revenues increased to US$ 278.07 million (Rs. 12,499.15 million), up 43.8% from US$ 193.44 million (Rs. 8,370.08 million) last year. During the year, Patni expanded the number of its client-facing strategic business units; enhanced its vertical focus; commissioned new facilities and expanded existing facilities; committed more sales and marketing resources; and increased its employee strength by over 2,000 people. Cost of revenues also increased due to salary revisions and higher sub-contractor costs.

Cost of revenues during Q4 2005 was up 2.4% at US$ 76.55 million (Rs. 3,440.81 million), as compared to US$ 74.75 million (Rs. 3,284.55 million) in Q3 2005.

On a corresponding quarter comparison basis, cost of revenues expanded by 36.5%, primarily due to the business growth related expansion of corporate resources and physical infrastructure.

Depreciation on direct assets

Depreciation charged on direct assets increased by 15.4% during CY 2005 to US$ 10.41 million (Rs. 468.06 million). While Patni continues to add to its asset base to support its ongoing growth initiatives, some of the planned facilities are currently in pre-commissioning stages and therefore not being depreciated at present.

In Q4 2005, depreciation on direct assets was higher by 2.8% sequentially at US$ 2.85 million (Rs. 128.02 million) from US$ 2.77 million (Rs. 121.76 million) in Q3 2005. On a corresponding quarter basis, it was higher by 6.5%. In the second half of last year, accelerated depreciation had been charged at the previous Chennai facility before the operations shifted to the Knowledge Park premises, increasing the base.

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Gross profit

Gross profit during CY 2005 was higher by 30.4% at US$ 161.85 million (Rs. 7,275.21 million).

In Q4 2005, gross profit rose by 9.2% to US$ 44.51 million (Rs. 2,000.54 million) compared to US$ 40.76 million (Rs. 1,790.78 million) in the previous sequential quarter. Compared to the corresponding quarter last year, gross profit was higher by 31.1%.

SG&A expenses

During CY 2005, Patni’s selling, general and administrative (SG&A) expenses were at US$ 85.08 million (Rs. 3,824.39 million), higher by 45.7% over the previous year. Sales and marketing expenses increased by 55.6% to US$ 36.06 million (Rs. 1,620.97 million) and G&A expenses were higher by 39.2% at US$ 49.02 million (Rs. 2,203.42 million) during the year. Several initiatives were undertaken at Patni, with the objective of creating organizational improvements to deliver the next level of growth. Their implementation resulted in an increase in expenditure in a few specific areas.

•      Increased salary costs following the expansion in front-end sales teams and recruitment of several experienced domain-focused sales people, as well as the front-ended costs of their recruitment.

•      Engagement of external consultants for enhancing organizational efficiencies, cost reduction and overall operating improvements.

•      Greater focus on brand building, deepening client engagements and global marketing initiatives.

In Q4 2005, sales and marketing expenses were lower by 0.9% at US$ 9.49 million (Rs. 426.39 million), compared to US$ 9.58 million (Rs. 420.78 million) in the previous sequential quarter. G&A expenses were higher by 8.2% at US$ 13.49 million (Rs. 606.55 million) compared to US$ 12.47 million (Rs. 548.00 million).

On a corresponding quarter basis, sales and marketing expenses have increased by 53.9% while G&A expenses are up 29.6%.

Depreciation on SG&A assets

During CY 2005, depreciation provided on Patni’s SG&A assets was higher by 107.8% to US$ 4.80 million (Rs. 215.75 million) compared to CY 2004.

In Q4 2005, depreciation on Patni’s SG&A assets was at US$ 1.35 million (Rs. 60.76 million), higher by 9.1% compared to the previous sequential quarter and by 120.7% from the corresponding quarter last year.

Provision for doubtful debts

In CY 2005, there was a net credit of US$ 0.15 million (Rs. 6.83 million) in the provisioning for doubtful debts and advances. In CY 2004, Patni had provided US$ 0.50 (Rs. 21.45 million). Patni’s days’ sales outstanding (DSO) for the year under review improved significantly, leading to a lower requirement for debtors’ provisioning.

In Q4 2005, a net credit of US$ 0.23 million (Rs. 10.20 million) in the provisioning for doubtful debts compared to a provision of US$ 0.20 million (Rs. 8.58 million) in Q3 2005. In the corresponding quarter last year, Patni had made a similar credit of US$ 0.19 million (Rs. 8.25 million) in its debtors’ provisioning to balance the excess provisions in the first three quarters of the year.

Foreign exchange gain / loss

During CY 2005, Patni booked a forex loss of US$ 1.69 million (Rs. 76.11 million) compared to a loss of US$ 2.08 million (Rs. 90.08 million) in the previous year.

During Q4 2005, Patni recorded a foreign exchange loss of US$ 2.34 million (Rs. 105.21 million) as against a gain of US$ 0.54 million (Rs 23.80 million) reported in Q3 2005. In Q3

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2005, there had been some gains against realizations on forward cover contracted at higher rates. Patni had recorded a foreign exchange gain of US$ 0.34 million (Rs. 14.71 million) in Q4 2004.

Operating income

In CY 2005, Patni’s operating income increased by 15.8% to US$ 70.43 million (Rs. 3,165.79 million) from US$ 60.84 million (Rs. 2,632.67 million). Operating margin during the year was 15.6% of revenues.

In Q4 2005, operating income was higher by 1.4% sequentially at US$ 18.06 million (Rs. 811.85 million) compared to US$ 17.82 million (Rs. 782.78 million) in the preceding quarter. Operating income was 4.4% higher as compared to the corresponding quarter last year. Operating margin was at 14.6% in Q4 2005 compared to 15.1% in Q3 2005.

Other income

Other income (including interest and dividend income, net of interest expenses, profit / loss on the sale of investments and other income) was at US$ 4.24 million (Rs. 190.59 million) in CY 2005, higher by 65.8% compared to CY 2004.

Other income (including interest and dividend income, net of interest expenses, profit / loss on sale of investments and other income) was at US$ 0.62 million (Rs. 27.70 million) in Q4 2005, lower by 60.6% from US$ 1.56 million (Rs. 68.69 million) in Q3 2005 and higher by 57.6% compared to the corresponding quarter last year. During Q4 2005, Patni had a net non-operating gain of about US$ 1.8 million. This gain includes profit on sale of land and forex losses on account of unutilized ADS proceeds. However, Patni provided for interest of US$ 1.1 million on account of the re-assessed liability for payroll and related taxes, which was entirely accounted for during Q4 2005. Further, other expenses (largely financial in nature), adjusted against other income in Q4 2005, were higher by US$ 0.6 million as compared to Q3 2005. In the preceding quarter, Patni had recorded a profit of about US$ 1.0 million from the sale of some investments.

Profit before tax

Patni’s income before income taxes in CY 2005 was at US$ 74.67 million (Rs. 3,356.38 million) compared to US$ 62.38 million (Rs. 2,699.15 million), an increase of 19.7%. Profit before tax in Q4 2005 was US$ 18.68 million (Rs. 839.54 million), which was lower by 3.6% over the previous sequential quarter and higher by 5.6% over the corresponding quarter last year.

Income taxes

Provision for income taxes in CY 2005 was at US$ 13.80 million (Rs. 620.43 million), up 79.4% compared to US$ 7.70 million (Rs. 332.97 million) last year.

In Q4 2005, Patni provided US$ 3.97 million (Rs. 178.62 million) for taxation, compared to US$ 3.14 million (Rs. 137.89 million) in Q3 2005. The income tax provision in Q4 2005 was 101.1% higher than the corresponding quarter last year. Approx. US$ 1.0 million of this rise is on account of the additional payroll and related tax provisions on a sequential quarter comparison basis and approx. US$ 1.4 million when compared to the corresponding quarter last year.

Net income

Net income in CY 2005 was higher by 11.3% at US$ 60.87 million (Rs. 2,735.96 million) compared to US$ 54.68 million (Rs. 2,366.18 million) in CY 2004.

Net income in Q4 2005 was lower by 9.5% at US$ 14.70 million (Rs. 660.93 million) compared to US$ 16.24 million (Rs. 713.58 million) in Q3 2005. Net income in Q4 2005 was impacted by approx. US$ 1.4 million due to the reassessed provision for payroll and other related taxes and foreign exchange related losses were higher than expected by approx. US$ 0.7

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million. In addition, net exceptional non-operating income of US$ 1.0 million was realized during the quarter under review.

Net income in Q4 2005 was lower by 6.4% compared to the corresponding quarter last year.

Earnings per share

Diluted earnings per share for CY 2005 were at US$ 0.48 per share (Rs. 21.47 per share) and at US$ 0.11 per share (Rs. 5.09 per share) for the quarter under review.

Balance Sheet / Cash Flow perspective

The days’ sales outstanding (DSO) levels were at 60 days in CY 2005 compared to 80 days in CY 2004 and at 60 days in Q4 2005, compared to 62 days in Q3 2005 and 71 days in Q4 2004.

Cash and cash equivalents, including short-term investments, at the end of CY 2005 were at US$ 290.59 million (Rs. 13,062.02 million) compared to US$ 162.77 million (Rs. 7,042.9 million) at the close of the previous year. During the year, Patni’s cash increased due to the inflow of US$ 118.78 million (Rs. 5,339.16 million), net of underwriting commissions and issue-related expenses, from the recently concluded ADS offering and net cash of US$ 75.08 million (Rs. 3,374.85 million) generated by Patni’s operations. During the year under review, Patni also used US$ 55.78 million (Rs. 2,507.31 million) towards its ongoing capital expenditure program.

Revenue analysis

Top clients

During CY 2005, Patni’s client concentration reduced significantly - with its top client GE contributing 22.1% of revenues compared to 31.7% in the previous year. GE revenues during CY 2005 were marginally under US$ 100 million compared to approx. US$ 103.6 million in CY 2004. During the final quarter of CY 2005, Patni re-classified its revenues from Genworth, previously a GE Group company, as non-GE business following its sale by GE. Including Genworth’s revenues in Q4 2005 on a pro-forma basis, GE’s aggregate revenue contribution would be at the same level as in CY 2004.

Revenues from the top 10 clients (excluding GE) were higher by 37.8% during CY 2005. Revenues from clients outside the top 10 grew by 80.6% during the year.

During Q4 2005, revenues from GE declined by 20.9% as compared to the previous sequential quarter largely on account of the re-classification of Genworth’s revenues. Including Genworth revenues for Q4 2005 on a pro-forma basis, revenues from GE would be lower by approx. 5% as compared to Q3 2005. During Q3 2005, GE revenues had shown significant expansion on account of some specific project opportunities. Revenue contribution from GE was at 17.7% during Q4 2005 compared to 23.4% in Q3 2005 and 27.2% in Q3 2004. Revenue contribution from GE continues to show a downward trend as Patni expands its other engagements and adds more clients. During Q4 2005, ex-GE revenues were higher by 12.6% over Q3 2005 and by 51.0% over Q4 2004.

Revenue contribution from top 10 clients (excluding GE) was at 39.2% during Q4 2005 compared to 37.8% in Q3 2005 and 37.4% in Q4 2004.

Revenues from clients outside the top 10 showed a rise of 16.3% compared to the previous sequential quarter and increased by 63.0% compared to the corresponding quarter last year.

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Active / million-dollar relationships

The number of million-dollar relationships increased to 61 at the close of CY 2005 and Q4 2005 from 46 at the close of CY 2004 and 60 at the close of the previous sequential quarter.

Client acquisition data

In CY 2005, Patni added 74 new clients and its active relationships increased to 199 at the close of the year. During Q4 2005, 19 new clients were added in the continuing business, compared to 18 in the sequentially preceding quarter and 17 during Q4 2004.

Vertical focus

Patni continues to achieve greater vertical diversification in its revenue streams. During CY 2005, revenues from the insurance, manufacturing and financial services verticals were higher by 16.7%, 6.7% and 15.1% respectively compared to CY 2004. However, their combined contribution reduced to 65.6% of revenues in CY 2005 from 80.3% in CY 2004.

During CY 2005, strong growth was recorded in Patni’s telecom vertical, other vertical lines and the product engineering technology practice.

The product engineering practice continues to be a key growth area for Patni. This practice grew by 124.5% in CY 2005 and its contribution to revenues increased from 4.6% in CY 2004 to 7.5% in CY 2005. During Q4 2005, this practice grew by 43.7% compared to Q3 2005 and by 161.1% compared to Q2 2004. In Q4 2005, its contribution was 9.7% to Patni’s revenues.

Geographical contribution

During CY 2005, Patni’s U.S.-based revenues grew by 33.2%. In addition, Patni saw significant growth from several other regions - Europe grew 59.8%, Japan by 75.6%, Asia Pacific (ex-Japan) by 62.9% and Rest of the World by 253.6%. As a result U.S. contribution to revenues reduced from 87.8% in CY 2004 to 84.8% in CY 2005.

During Q4 2005, U.S. revenues were higher by 4.8% sequentially and 30.6% over the corresponding quarter last year. Revenues from the U.S. contributed 84.3% to the overall revenues in Q4 2005.

Fixed price / T&M contracts

In CY 2005, revenues from T&M and fixed price contracts contributed 59.5% and 40.5% respectively, growing by 42.9% and 31.1% respectively compared to CY 2004.

In Q4 2005, revenues from fixed price contracts contributed 39.3% to overall revenues as compared to 43.4% in Q3 2005 and 39.6% in Q4 2004. T&M project revenues were higher by 12.3% and 34.3% compared to the previous sequential quarter and the corresponding quarter last year.

- ENDS -

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About Patni Computer Systems Ltd:

About Patni:

Patni Computer Systems Limited (NYSE: PTI, BSE: PATNI COMPUT, NSE: PATNI) is a leading Indian provider of information technology services. Patni offers its services through industry-focused practices, including insurance, manufacturing, financial services, and telecommunications, and through technology-focused practices.

Patni’s 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.

For more information on Patni, please visit www.patni.com.

Attached Results and analysis tables

•      Consolidated Statement of Income (US$)

•      Consolidated Statement of Income (INR): based on convenience translation

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Details of the schedule of events are as follows:

FOR MORE INFORMATION PLEASE CONTACT:

Indian investors:

Gurpreet Singh, Patni Computer Systems at +91-22-5693 0500; investors@patni.com

Vaishali Kariya, Patni Computer Systems at +91-22-5693 0500; investors@patni.com

Shiv Muttoo, Citigate Dewe Rogerson at +91-22-4007 5000; shiv@cdr-india.com

U.S. investors:

Gaurav Agarwal, Patni Computer Systems at +1-617-914-8000; investors@patni.com

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Safe Harbor:

Certain statements in this release concerning our future growth prospects 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.  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, 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, and unauthorized use of our intellectual property and general economic conditions affecting our industry.   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.

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PATNI COMPUTER SYSTEMS LIMITED

CONSOLIDATED STATEMENT OF INCOME (US$ ‘000)

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

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Patni Computer Systems Limited

Registered Office : S-1A Irani Market Compound, Yerawada , Pune - 411 006, 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 its subsidiaries for the quarter and year ended 31 December 2005, prepared as per US GAAP

Notes:

1      The above statement of financial results were taken on record by the Board of Directors at the adjourned meeting held on 1st February 2006.

2      The Board has recommended a final dividend of 125% for the year 2005 (previous year 100%) subject to approval of members.

3      The consolidated financial statements of Patni Computer Systems Limited and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States (‘US GAAP’.) All inter-company transactions and balances have been eliminated on consolidation.

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4      The subsidiaries considered in the consolidated financial statements as at 31 December 2005 are wholly owned subsidiaries, namely Patni Computer Systems Inc. USA, Patni Computer Systems (UK) Ltd., Patni Computer Systems GmbH, The Reference Inc, Patni Telecom Solutions Inc. (formerly Cymbal Corporation), Patni Telecom Solutions Pvt. Ltd (formerly Cymbal Information Services (P) Ltd), Patni Telecom Solutions (UK) Ltd (formerly Cymbal Corporation Ltd) and Cymbal Information Services (Thailand) Ltd.

5      On 3 November 2004, Patni Computer Systems Inc. USA acquired 100% equity in Cymbal Corporation. Consequently figures for the quarter and year ended 31 December 2005 are not comparable with corresponding figures of the previous year.

6      For the purpose of accounting for payroll and other related taxes for its international operations, the Company has reassessed the amounts accrued in its books. Consequently, the Company has restated the financial statements for fiscal year 2001, 2002, 2003 and 2004 for a net amount of $17,330,523.

7      In December 2005, pursuant to an Initial Public Offering of American Depository Shares(‘ADSs’) the Company has issued 6,156,250 ADSs (12,312,500 common shares)including the green shoe option of 1,031,250 ADSs for a net proceeds of $117,021,852 (after adjusting for direct expenses relating to ADSs of $8,196,274.)

8      Previous period figures have been appropriately reclassified to conform to the current period’s presentations.

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Summary of financial statements prepared as per US GAAP — Convenience translation

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 to not rely on such translated amounts.

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Audited consolidated financial results of Patni Computer Systems Limited and its subsidiaries for the year ended 31 December 2005, as per Indian GAAP.

Notes:

1      The consolidated financial statements of Patni Computer Systems Limited and its subsidiaries are prepared in accordance with the principles and procedures prescribed by AS 21 - “Consolidated Financial Statements “ issued by the Institute of Chartered Accountants of India for the purpose of preparation and presentation of consolidated financial statements. The financial statements of Patni Computer Systems Limited and its subsidiaries have been combined on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses after eliminating intra-group balances/transactions and resulting unrealized profits in full.  Unrealized losses resulting from intra-group transactions have also been eliminated unless cost cannot be recovered in full.  The amounts shown in respect of accumulated reserves comprises the amount of the relevant reserves as per the balance sheet of the Parent Company and its share in the post acquisition increase/decrease in the relevant reserves/accumulated deficit of its subsidiaries. Consolidated financials statements are prepared using uniform accounting policies across the Group.

2      The subsidiaries considered in the consolidated financial statements as at 31 December 2005 are wholly owned subsidiaries, namely Patni Computer Systems Inc. USA, Patni Computer Systems (UK) Ltd., Patni Computer Systems GmbH, The Reference Inc, Patni Telecom Solutions Inc. ( formerly Cymbal Corporation ), Patni Telecom Solutions Pvt. Ltd ( formerly Cymbal Information Services (P) Ltd ), Patni Telecom Solutions (UK) Ltd ( formerly Cymbal Corporation Ltd ) and Cymbal Information Services (Thailand) Ltd.

3      Paid up equity share capital does not include NIL (2004 : Rs. 4,038) which represents share application money received from employees, on exercise of stock options, pending allotment of shares.

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4      Segment Information:

As on 31 December 2005 and for the year ended

As on 31 December 2004 and for the year ended

5      On 3 November 2004, Patni Computer Systems Inc. USA acquired 100 % equity in Cymbal Corporation subsequently renamed as Patni Telecom Solutions Inc. Consequently figures for year ended 31 December 2005 are not comparable with corresponding figures of the previous year.

6      In December 2005, pursuant to an Initial Public Offering of American Depositary Shares (‘ADSs”), the Company has issued 6,156,250 American Depository Shares ( ‘ADSs’ ) representing 12,312,500 equity shares of Rs. 2 each fully paid-up at a price of US$ 20.34 per ADS for a gross proceeds of Rs. 5,739,262. Each ADS represents two equity shares of Rs 2 each fully paid-up. An amount of Rs. 369,406 has been incurred towards ADS issue expenses and the same has been adjusted against share premium received on the ADS issue in accordance with Section 78 of the Companies Act, 1956.

7      Pursuant to the revision of Accounting Standard on “The Effect of Changes in Foreign Exchange Rates”-(AS 11), the company revised its accounting policy relating to forward exchange contracts, effective 1 January 2005.  Consequent to this change in accounting policy, the profit for the nine months ended 30 September 2005 was lower by Rs. 2,013 and the reserves and surplus were reflected lower by Rs. 16,842.

In January 2006, the Institute of Chartered Accountants of India has come out with a new guideline on the subject. Consequently, the amount directly charged to foreign currency translation reserve of Rs. 45,895 upto December 2005 has been reversed and recognised as an expense in the statement of profit and loss in December 2005.

Due to change in the method of accounting for foreign currency translations, warranted by the revision of Accounting Standard 11 (AS 11) effective 1 January 2005, the profit for the year ended 31 December 2005 is lower by Rs 7,177 and the reserves and surplus is lower by Rs 2,308.

8      In connection with the preparation of the consolidated financial statements for the year ended 31 December,2005 and for the purposes of accounting for payroll and other related taxes for its international operations, the Company has reassessed the amounts accrued in its books.

Consequently, personnel cost, selling general & administration cost, interest and provision for taxation cost for the year ended 31 December 2005  include amounts of Rs 700,223, Rs 93,494, Rs 115,970 and Rs 126,725 respectively, pertaining to prior years/period. These adjustments aggregating to Rs 1,036,412 have also resulted in establishment of deferred tax benefit of Rs 323,138 for the year ended 31 December 2005.

9      Previous period figures have been appropriately reclassified to conform to the current period’s presentations.

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Reconciliation of significant differences between Consolidated Net Income determined in accordance with Indian Generally Accepted Accounting Principles (‘Indian GAAP’) and Consolidated Net Income determined in accordance with US Generally Accepted Accounting Principles (‘US GAAP’) (Unaudited)

Note:

The consolidated net income as per US GAAP shown in the table above differs from the consolidated net income shown under “Summary of financials statements prepared as per US GAAP - Convenience Translation” for reasons explained below the same table.

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Financial results of Patni Computer Systems Limited for the quarter and year ended 31 December 2005, as per Indian GAAP (Standalone)