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 the year ended December 31, 2008

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):

“This Form 6-K contains our Annual Report for the fiscal year ended December 31, 2008, the Notice of the Annual General Meeting of the Shareholders dated 28th April 2009, and the Form of Voting Card, each of which has been mailed to holders of our Equity Shares. Also included in this Form 6-K is the Depositary’s Notice of the Annual General Meeting of Shareholders and the Form of Proxy Card, each of which have been mailed to holders of American Depositary Shares. The information contained in this Form 6-K shall not be deemed “filed” for the purposes of section 18 of the Securities Exchange Act, 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing”.

Unlocking opportunities in challenging times

Annual Report 2008

Contents

Businesses across the planet are facing an unprecedented financial meltdown. Some organizations that had grown successfully for decades have either ceased to exist or are in serious financial trouble. Most of the economies are either reeling under recession, or, witnessing a dramatic reduction in growth rates. The magnitude and complexity of the current global economic turmoil is so severe that none of the usual solutions to combat slowdown seem to be working. Business managers across the globe are struggling to ensure survival of their organizations.

This is the time when companies need to focus on running an optimized business and evolving new capabilities that will enable them to emerge stronger when the economy starts recovering.

In these challenging economic times, Patni sees opportunities to improve our financial and competitive position through strategic initiatives. The unfavourable conditions also present us an opportunity to craft solutions specially designed to help our customers face the turbulent times. Our intensive campaign against the recessionary pressures aims to ensure that the downturn does not impede our growth.

The resolve to unlock opportunities in challenging times, both for us as well as our clients, will continue to drive us in our quest for success.

Highlights of achievements: 2008

2008 has been a year of volatility and uncertainty leading to an economic downturn that impacted the Indian IT-BPO industry more than expected. At Patni, even as the adverse conditions had a slow-down effect on our operations, we continued to invest in initiatives that we believe will enable us to emerge stronger when the global economy starts recovering. We have reason to remain positive on the long-term prospects of our business.

·        Revenues increased by 8.4% to US$ 718.9 million from US$ 662.9 million in 2007; corresponding net income decreased by 11.0%.

·        100 new clients were added during the year, taking the number of active client relationships to 331; the number of million dollar relationships increased to 92. Percentage of repeat business continued to be stable at 93.0%.

·        Added 14 senior management personnel, some of them being key leadership appointments across our global operations.

·        Inaugurated our first Green Global Delivery Centre in Noida, India. Set up at an investment of over US$ 40 million, the center has a seating capacity of over 3500 in a single shift.

·        Opened a Global Delivery Centre in Mexico.

·        Instituted a ‘Strategic Outsourcing Group’ within Patni to spearhead the ‘large deal pursuit’ efforts within the organization.

·        Earned global certification by SAP for our Application Management Services (AMS), making Patni the only Indian global services AMS partner of SAP currently.

·        Invested in developing newer processes, methodologies, and industry & horizontal focused solutions to strengthen our delivery excellence and differentiate ourselves in the marketplace.

Awards and Recognitions

·        Listed as a ‘NeoIT 2008 Global Services 100 Company’.

·        Listed as a ‘IAOP 2008 Global Outsourcing 100 Company’.

·        Received the ‘Smart Workplace Award 2008’ instituted by Economic Times in association with Intel and Acer.

·        Patni Knowledge Center, Noida was awarded the LEED Platinum rating by the Indian Green Building Council in Oct 2008.

·        Received the ‘2008 Marketing Excellence — Diamond Award’ by ITSMA.

·        Received the ‘Managing Health at Work’ and ‘Innovative Retention Strategy’ awards at the ‘World HRD Congress’ 2008-09, in the regional round under the ‘Employer Branding Category’.

·        Ranked amongst the ‘Top 10 Insurance Technology Vendors’ and 35th amongst the ‘top technology providers for financial institutions’ in the ‘FinTech 100 - 2008’ list.

·        Listed among ‘India’s Top ITes & BPO Companies — 2008’, by Dun & Bradstreet.

·        Listed among Top 10 in ‘F&A BPO Competitive Landscape of Up-and-Coming Players — 2008’, by Gartner.

·        Listed in the ‘Black Book of Outsourcing — 2008’:

·         Ranked among Top 5 ‘Health Insurance BPO Providers’

·         Ranked among Top 10 ‘Total Benefits Administration Providers’

·         Ranked among Top 15 ‘Insurance Industry Vendors offering Comprehensive End-to-end BPO Services’.

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Key performance indicators: 2003-08

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Letter to shareholders

Chairman’s review

The macroeconomic environment created by the current recession made 2008 a challenging year for growth. Being an integral part of the global value chain, the recessionary wave sweeping the world has had a direct bearing on the IT-BPO industry in India. Cost-pressures across most of the geographies and industries resulted in intense ‘pricing & volume pressures’, and longer sales cycles. We responded to these challenging times by continuing to emphasize on operating efficiencies and making adaptive organizational and other changes.

Some key changes made during the year:

·        We redefined our vision, mission and values to adapt to the changing industry environment. We strategically changed the definition of our market positioning & differentiation, organizational structure, and growth initiatives. We expect these changes to improver our competitive strength and company performance, and enable us to achieve our growth mission.

·        As part of our transformation program, we continued to invest in three key initiatives:

·       Customer focus and collaboration — We worked on deepening our customer relationships, and developed ACT!Now — a cost transformation program to help our clients transform their business with optimal results.

·       Strengthening our capabilities for competitive differentiation — We focused on integration and consolidation of our collective capability across verticals, horizontals, and centers of excellence to exploit our synergistic potential as an organization. We focused on developing IP-led frameworks, solutions/services and reusable components. We added consulting services and IT transformation services as our offerings.

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·       Operational excellence — We focused on operational efficiencies and effectiveness, cost savings, and organizational optimization with absolute rigor.

·        We completed the succession planning process with the appointment of Jeya Kumar as the new Chief Executive Officer. Jeya has more than 25 years of global IT experience, most recently as CEO of Mphasis — a leading IT solutions, services and BPO provider with over 28,000 employees. Prior to Mphasis, Jeya was a Senior Vice-President with Sun Microsystems, heading its US$ 5.2 billion services business, and also a member of their Executive Management Group.

Industry Environment

NASSCOM’s Strategic Review 2008 reports that even during this difficult phase, the Indian IT-BPO software and services industry aggregated revenues of USD 60 billion in FY 2008-09 and generated employment for over 2.23 million people. Export figures reveal that while the US and UK account for nearly 60% and 19%, respectively; Continental Europe chips in 13%; the Asia Pacific region 8%; with the rest of the world at 2%. While the Banking, Financial Services & Insurance segment (BFSI remains the biggest sector, verticals like Hi-Tech, Telecom, Manufacturing and Retail are increasingly gaining share. Indian IT Service providers have evolved from application development and maintenance companies to full-service players providing testing, infrastructure services, consulting and system integration. BPO is the fastest growing segment of the industry, with a 17.5% growth. Additionally, the engineering, R&D and software products segments showed a 14.4% growth in 2008-09.

Even as the economic downturn has compelled organizations to relook at their spending budgets, the advantages of global sourcing are seen as an opportunity to tide over tough times and maintain competitiveness. Global industry analysts report that as discerning organizations understand the value of business-outcome focused outsourcing as against low-cost focused outsourcing, the current recession could create additional opportunities for the global sourcing industry. Strong fundamentals, a robust enabling environment, and enhanced value delivery capability are the hallmarks of the Indian IT-BPO industry. However, increased competition from among other countries in the global sourcing market, calls for concerted efforts to ensure that the country maintains its leadership position.

Corporate Performance

The Company’s 2008 revenues were up by 8.4% at US$ 718.9 million from US$ 662.9 million in 2007. Our net income, excluding hedging loss, grew by 32% at US$ 119.8m. Despite the cost pressure and lower volume growth, we were able to add US$ 149m in cash from operating activities in the year 2008, against US$ 111m in 2007.

We received the ‘Smart Workplace Award 2008’ instituted by Economic Times, and the ‘2008 Marketing Excellence — Diamond Award’ by ITSMA. We also received the ‘Managing Health at Work’ and ‘Innovative Retention Strategy’ awards at the ‘World HRD Congress’ 2008-09.

Building Solutions for Differentiation

During the year, we consolidated and repurposed a number of Business Units (BUs), specifically the Manufacturing, Retail & Distribution (MRD) BU; and the Communications, Media & Utilities (CMU) BU. We also created a single ‘Customer Dynamics & Intelligence’ (CDI) BU by merging the Customer Relationship Management (CRM), Enterprise Integration (EI) and Business Intelligence (BI) service lines. This move was intended to leverage operational efficiencies, and more importantly to utilize the resultant scale and the synergy between the technology practices and common service lines for improved investment and growth opportunity.

Insurance BU continued to retain the distinction of being the ‘highest revenue and highest margin’ business unit in 2008. We succeeded in retaining our preferred vendor status with most of our clients, while we also acquired several new customers with our exclusive value proposition. Our program of

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We consolidated and repurposed a number of Business Units to leverage operational efficiencies, and utilize the resultant scale and synergy.

developing solution assets has resulted in a number of processes, methodologies and frameworks which will enable us to provide differentiated solutions for Long-Term Care, New Business Fulfillment and Policy Administration consolidation.

Financial Services (FS) BU continued to implement its strategy of rapidly expanding its customer base while growing industry practices like asset management and benefits administration. We acquired 13 new customers, representing leaders in the banking and investment management segments.

Manufacturing, Retail & Distribution (MRD) BU grew its combined revenues by over 13% in 2008. The client base is now well diversified with five relationships exceeding US$ 10 mil in annual billings. Our relationship with our strategic partner SAP strengthened significantly with the execution of several joint marketing campaigns during the year. We further improved our leadership position in Managed Services engagements. We have now developed a new framework that allows our customers to create a multi-year managed services program for new software development.

Communications, Media & Utilities (CMU) BU grew with a de-risked portfolio of revenue tilting away from our traditional North American base and displayed a stellar growth of 27% in the EMEA region. During 2008, we consolidated our consulting, systems integration and offshore platform into a cohesive unit which is now able to seamlessly deliver services for clients across the complete spectrum of the value chain. Consulting revenues tripled in 2008. CMU’s most notable success, however, was the acquisition of another large European Broadband service provider, which enabled us to secure our first true end-to-end outsourcing and managed service contract which also incorporated complex TUPE operations.

Product Engineering Services (PES) BU did well in sustaining its business engine with revenues, more than 90% of which

came from repeat business from diverse industries. The BU now nurtures approximately 90 customer relationships, with the world’s leading R&D and technology enterprises, and OEMs. We continue to maintain our industry leadership position in the Medical, Storage, and Automation domains.

Life Sciences BU started working with several new clients and expanded its relationship with many others. The BU continued to build its deep domain knowledge and bring new offerings to market. Our two new industry solutions: Patni ADEPTTM — an adverse event case processing toolbox, and iCAPA — a NetWeaver-based corrective and preventive action software product show great promise of success. We also built and brought to market a new offering in the LIMS Master Data Management space.

Enterprise Application Solutions (EAS) BU achieved significant wins in high value-add areas like supply network collaboration (SNC), variant configuration (VC), multi-resource scheduling (MRS), complex maintenance repairs & overhaul (CMRO). We further consolidated our position in Application Management Services (AMS) with large deals. As the only Indian global services AMS partner of SAP, currently, we are uniquely placed to jointly partner with SAP to take this offering to their large customer base.

Customer Dynamics & Intelligence (CDI) BU launched multiple solutions catering to telecom, financial services and life sciences industries. Our horizontal CRM & SOA solutions were launched at Oracle Open World. Business Intelligence solutions for predictive analytics and data mining were launched and delivered in collaboration with SAS.

CIS & BPO BU posted a revenue growth of nearly 40% in 2008, added several marquee names to its growing clientele and expanded business in the EMEA region. This consistent growth and performance is a validation of our strategy to stay focused in select areas including complex and high value

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We expanded our geographical footprint to get a larger share of revenues from emerging markets in the EMEA and APAC regions.

services and taking integrated IT+ CIS-BPO propositions to the market.

The BU scaled up its Insurance, KPO, telecom, F&A, asset management and integrated help desk practices and also launched new service offerings in the areas of retail banking and asset administration (financial control & reporting) and content management services. We are among the market leaders in select service lines like health insurance, actuarial services, asset management, help desk, analytics and benefits administration.

Infrastructure Management Services (IMS) BU, received noteworthy recognitions and accolades during the year. We were ranked among the ‘Top 10 Best Performers in IT Infrastructure Services’ in the Global Services 100 listing. We were also positioned in the challenger’s quadrant of Gartner’s ‘Magic quadrant for Help Desk Outsourcing Services, North America’ for 2009. The IMS team was applauded by a large media co in the US for its phenomenal contribution in ensuring seamless coverage of key events in the year 2008, such as the Beijing 2008 Olympics, the US Presidential elections and the Super Bowl.

In response to changing market conditions, IMS repackaged its services to RIMO++ and ADM++ with the intent of transitioning operation risks from the customer to Patni. Database Administration, Web Operations and Datacenter Operations continue to be key productized offerings.

Verification & Validation (V&V) BU, a third-party Testing services group, maintained its high-growth trajectory and grew by 33% in 2008. With its Managed Test Center offering, which consolidates various testing projects into one test center, it was able to offer an optimized solution for testing. A key event in the automated testing area was the release of ‘Framework for Accelerated Automation Solution for Testing (FAAST)’, which was developed, piloted and implemented across a few clients.

The Business Process Management (BPM) CoE strengthened its service offerings by expanding its solutions across most leading BPM suite platforms.

The IT Governance CoE grew its footprint by launching innovative solutions specifically ‘e-mail plug in on blackberry for HP-PPM & CA-Clarity’, ‘Data archival solution for HP-PPM’ and ‘Workflow maker for HP-PPM’.

Regional Performance

During the year, our strong focus on geographical diversification started yielding results. We expanded our geographical footprint to get a larger share of revenues from emerging markets in the EMEA (Europe, Middle East and Africa) and APAC (Asia Pacific) regions.

US region continued to be the biggest market with a 77% contribution to the total revenues in 2008.

EMEA region’s contribution increased to 17.4% in 2008.

Asia Pacific region registered a 25% growth and contributed 5.6% to the total revenues for the year.

Infrastructure

In 2008, we inaugurated a Green IT-BPO Patni Knowledge Centre in Noida. Set up at an investment of over US$ 40 million (Rs. 175 crores), the centre is spread across 5 acres and has a seating capacity of over 3,500 in a single shift.

The launch of Patni’s first Green centre is a significant step in demonstrating the Company’s commitment to environment conservation and giving employees a healthier and better workplace. The facility is designed and constructed as per the guidelines of LEED (Leadership in Energy and Environmental Design) and has been awarded the LEED Platinum rating.

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Over the three decades in the industry, we have built a strong culture, which upholds compliance in letter and spirit.

People Initiatives

As we continued to enhance our strengthened teams and globalize our workforce, several new initiatives were rolled out in the year 2008. Our global team strength stood at 14,894 at the close of 2008. We added 14 senior management personnel at the Vice-President level and above, during the year. ‘Engagement initiatives’ introduced during the year resulted in a sharp dip in our net attrition rate.

The Patni Academy for Competency Enhancement (PACE) and Learning & Development delivered technical, functional & behavioral training of close to 86,000 person days in 2008. Totally, 150 employees have completed their Master’s degree through Patni—BITS collaborative program in Software Engineering.

Global Resources in Technology (GRiT) was launched as a corporate initiative with the primary intent of building the technology competency of the Company, to make us industry leaders. Over 4000 technical professionals were brought under GRiT. Campus Connect programs were launched through the ‘Pledge’ initiative to build focused relationships with select graduate colleges, and to improve the quality of college education for the IT industry.

New Corporate Social Responsibility (CSR) initiatives have renewed the sense of responsibility with the launch of the payroll giving program, blood donation camps and other employee CSR group activities.

Corporate Governance

In the light of the concerns of investors with respect to Corporate Governance issues, I would like to assure all our shareholders that your Company operates with highest standards of conduct for its board, management and employees. Over the three decades in the industry, we have built a strong culture, which upholds compliance in letter and spirit. We have always prided ourselves for setting the highest standards of business ethics in our dealings with all our stakeholders.

Looking Beyond

When the going gets tough, the tough get going. I have great confidence in the spirit of Team Patni. Besides, Jeya Kumar is a seasoned professional with tremendous experience in the services industry, and a strong track record of excellent performance. I am very confident that the Company will continue to flourish under his leadership from here on. I also want to take the opportunity to thank Loek van den Boog who was appointed as Executive Director of the Company in helping me in this succession and also devoting his time to run the operations of the Company during the last 9-12 months.

Despite the all-pervasive recessionary forces that are posing numerous challenges in achieving visibility in business growth and profitability, I am confident that the Company’s efforts led by a transformed, strengthened, and re-energized Team Patni, will yield positive results in the mid-to long-term. I am also confident that Patni will soon regain its position as a strong player in this exciting market.

Regards,

Narendra K. Patni

5 May 2009

Mumbai

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The road ahead

Jeya Kumar CEO

The current global macroeconomic challenges and the looming threat that this phenomenon is both multi-faceted and multi-dimensional requiring a longer recovery cycle, are on the top of our minds. The 1991 and the 2001 recessions were largely cyclical downturns, where business activity briefly dived, but rapidly moved back to previous levels. This time it’s more structural. Structural changes will typically cause changes to operating fundamentals globally, and at an industry level. What is most important though is how organizations respond to these changes.

More than three decades ago, Patni pioneered the offshoring industry, and as recent as five years ago we were among the first to augment a vertical focus to expand and deepen our expertise in key industries. These pioneering efforts have laid the foundation for rapid and sustainable growth over the years. In time, this value proposition has quickly matured becoming common benchmarks within the industry. The stage is now set for the next wave which challenges the fundamental paradigms of growth.

We will accelerate our key transformation initiatives driving customer focus and collaboration by strengthening our capabilities for greater competitive differentiation built on our operational excellence. We will be aligned, accountable and accelerate our pace for excellence built on innovative solutions for our customers.

Over the recent years, we have built our IMS and CIS & BPO business units. In the coming years, we will build greater capabilities both organically and by leveraging our alliance ecosystem to bring our value proposition to our customers and our alliance partners. Emerging technologies in cloud computing and business models as in SaaS and eBPO will fundamentally change the game, and the IMS and CIS & BPO business units will be at the forefront of our growth story.

Our PES business, both in its diversity of solutions and depth of innovation is a tremendous growth story by itself. We will extend our solutions more broadly within the industries we serve with greater depth of innovation challenging the fundamentals of design principles to provide more breakthrough solutions.

In the verticals that we currently operate, we will continue our growth momentum growing broadly in the accounts we serve with greater domain expertise. Our domain build-out has been evolutionary and will now need to become more revolutionary to produce the outcomes our customers expect.

Driving all of these efforts is innovation — the core to our future. We are currently in the process of building our Patni Labs as the nerve center of our innovation; bringing our best and brightest together to focus on consolidating our IP, creating frameworks and solutions, and driving repeatability and scale in our delivery. We will start focusing on solutions which will ensure a marginal cost of delivery.

The promise of our legacy and the potential of our future is deeply embedded in our employees. We have built strong technical leadership in our sphere of execution and we also reinforce our sustainability through greater investments in our talent development and management. The Patni Leadership Institute will bring together our employees reinforcing our vision, mission and values with latest management tools and practices to build out a strong management bench-strength to complement our technical leadership.

Our future will be built on the best of our past and the promise to optimize the best of our potential to unleash the power of Patni, and earn our place among the top IT Service players in India and globally.

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Unlocking opportunities in challenging times

Just around a year ago, the overall mood of individuals and businesses globally was imbued with optimism, as most economies chugged along comfortably. The retail sector was buoyant, the housing markets were booming, and the banks and financial institutions sizzled with an astounding gush of cash.

In less than a year, through 2008, the financial tsunami struck the US economy, which snowballed into a global recession of epic proportions. In what is described as the most severe recession since the Great Depression of the early 20th century, the mood of business leaders across the globe has shifted from exuberance to pessimism. Such is the economic volte-face, that global companies of iconic stature that once symbolized financial stability and wealth, declared bankruptcy. In general, there is a shift towards a conservative mindset that prefers the option of shoring up savings for survival rather than pumping in investments to resume the quest for growth. However, we at Patni are adopting a different approach. We are determined to take measures that will help us maintain competitiveness in the current year and take a head start when the economy turns the corner.

An optimist sees not just the cloud but also the silver lining.

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Developing a strategic architecture

While the organization is in good financial health, we saw the need to regenerate our core strategies in order to defy gravity and prevent the Company from plummeting into a downward spiral of negative growth. The executive leadership has redefined a new vision for the Company. There has been fresh thinking about corporate direction and strategic architecture. A challenge to the assumptions of everybody from the top to the bottom about “who we are, and what we do” precipitated the agenda for change and created a sense of urgency to chalk out a time-bound course of action. We move forward with a clear understanding of how we align resources to the opportunities on the horizon, and reconfigure existing competencies to grab hold of the levers of growth.

Focusing on cost management

In these times of financial squeeze, we are relying on rigorous cost management to protect margins and alleviate liquidity strains. We have initiated programs to identify opportunities to reduce costs, eliminate wastes, improve business velocity and drive significant improvements in productivity and efficiency. Curtailed SG&A expenses, flattened employee pyramid, increased offshore leverage, higher utilisation levels and increased number of fixed-price contracts will help us drive cost-optimisation and margin improvement.

A penny saved is a penny earned.

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Harnessing the synergistic potential of our business units

Our customers demand efficiencies, innovation and speed like never before. However, sometimes sub-scale industry practices can be counterproductive in meeting the demands placed by the clients. Recognizing this, we consolidated and reorganized some of our industry practices. We merged the three industry practices focused on communications, media & entertainment, and utilities sectors to form a new business unit. On similar lines, we created another business unit by consolidating the industry practices in manufacturing, retail and logistics & transportation verticals. The key objective was to ensure that the merged industry practices should not skip a beat in terms of their operations or growth, and that the unified business units should emerge stronger and more competitive, with highly differentiated solutions. The consolidation will enable us to leverage operational efficiencies and utilize the resultant scale and synergy to align investments with growth opportunity.

Pursuing operational excellence

This is the time to drive operational efficiencies and effectiveness with absolute rigor. We have adopted automation, standardization and the kinds of engineering and management principles that are traditionally prevalent in manufacturing and supply chains. We expect these to result into best-in-class service delivery, enhanced client satisfaction and improved margins.

The year 2009 is the year of financial discipline, reduction in corporate overheads and organizational optimization. However, we will not roll back the investments earmarked for initiatives that will help drive efficiencies, build new capabilities and generate revenues.

We have set up an enterprise Program Management Office (PMO) for effective governance, efficient financial management, process and tools standardization, project selection for investment prioritization, and project success rate improvement. PatniPLUSTM — our suite of methodologies for application

Tireless striving stretches its arms towards perfection.

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development, support, testing and implementation has been effective in driving productivity and quality improvements and ensuring on-time project completion. The Enterprise Risk Management (ERM) cell plays an important role in helping us keep the operational risks under control by providing early warning for effective risk monitoring.

Focusing on client-centricity and collaboration

Client-centric ethos is an effective lever of change. It continues to be a driving force in forging mutually beneficial relationships with our key customers. Our constant endeavor to help clients meet their business objectives through IT initiatives adds to our credibility as a strategic partner. More and more customers are sharing their growth plans and seeking our involvement in pushing their strategic agenda. This has prompted us to shift key skills and decision-making closer to the client and the marketplace.

We have designed an Engagement Excellence Program to create value for our strategic customers. The newly constituted Strategic Outsourcing Group (SOG) manages this program. It has access to frameworks, tools, best practices, and resources across practices and different regions to drive desired business outcome at every stage of an engagement life-cycle. The SOG is poised to start new initiatives that promise to deliver enhanced business value to customers; it will also leverage the Company’s potential to swing multi-million, multi-year deals in our favour.

Aligning solutions and services to market needs

Customers’ wants and demands have changed with economic pressures. In response, we have sharpened our focus on delivering solutions and services that help clients improve business performance and cost competiveness. Our ACT!Now program is aimed at helping clients to transform their cost structures. Through this program, we offer an innovative cost reduction

There’s a way to do it better — find it.

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framework that helps add flexibility to cost structures, drive immediate improvements in profits, and create a mid-to-long-term roadmap for sustainable productivity gains. We were quick to respond to the growing concerns of our clients and prospects regarding vendor stability and introduced the ‘Lift & Shift’ model for vendor replacement.

Our capacity to innovate does not end with this. We have designed a host of solutions that will help clients do more with their shrinking IT budgets. The value proposition of these solutions rests on the plank of cost reduction and business results. A retooled framework for application management enables our clients to drive continuous service improvements while realizing recurring cost savings during the engagement life-cycle. Our other cost optimization offerings include managed testing services, managed data center operations, remote infrastructure management services, BI spend rationalisation services, and integrated global support services. We have restructured the entire portfolio of our infrastructure management services in response to the imminent need to align IT spending with business outcomes.

We leverage our alliances and partnerships to create value for our customers and jointly pursue opportunities in the marketplace. Our new industry solutions, PatniADEPTTM — an adverse event case processing toolbox, iCAPA — solution for corrective and preventive action and inventory liability and risk management dashboards, have a short payback period and promise to drive bottom-line improvements for our clients.

Besides re-orienting, retooling and realigning services and solutions, we are equipped with innovative pricing models, service delivery mechanisms, solution accelerators and business case driven methodology for ROI justification.

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Creating a lasting people advantage

Intellectual and emotional commitment is imperative to see us through these uncertain times. In the current year, we are focusing on competency development, employee engagement, performance management and talent demand & supply synchronization. Given the market conditions we are cautiously conservative in hiring, but we will continue to make investments in training programs aimed at developing technical and professional competencies.

Through our ‘Global Resources in Technology’ (GRiT) and ‘Patni Academy for Competency Enhancement’ (PACE) programmes, including several new ‘employee engagement’ initiatives, we are focused on securing the intellectual and emotional commitment of our people to fuel the engine of our revenue growth.

Driving a culture of accountability

As the economic climate becomes more challenging, there is a renewed emphasis on accountability. We recognise the fact that only when we assume full accountability for our beliefs, actions, and results, can we control our own destiny. Hence, we are consciously promoting a culture of accountability in which everyone in the company becomes accountable for producing the results the company must achieve. We believe that the culture of accountability will help us stimulate growth, spur innovation, and align with the needs and wants of clients. Going forward, it is going to be a fundamental work ethos that will not change.

At a time when the consequences of the economic crisis are hard hitting, we have strengthened our resolve to reverse the impact. This confidence does not stem from anxiety but builds from our deep-rooted conviction in the capabilities and competitive assets of Patni.

Accountability fosters

result-orientation.

When opportunity meets

preparation, together they

breed success!

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Directors’ Report

To,

The Members,

PATNI COMPUTER SYSTEMS LIMITED

Your Directors have pleasure in presenting their Thirty First Annual Report together with the Audited statements of Accounts for the year ended 31 December 2008:

Financial Results:

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Board of Directors

(Left to Right - Top Row)

Louis Theodoor van den Boog Non-Executive Director

Ramesh Venkateswaran Independent Director

Abhay Havaldar Alternate Director to William O. Grabe

Ashok K. Patni Non-Executive Director

Gajendra K. Patni Non-Executive Director

William O. Grabe Non-Executive Director

(Left to Right – Bottom Row)

Pradip Shah Independent Director

Arun Maira Independent Director

Arun Duggal Independent Director

Michael A. Cusumano Independent Director

Narendra K. Patni Chairman

Executive Leadership Team

Realizing Our Vision

Our Stakeholders

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 2008 amounted to Rs. 15,410 million as against Rs. 11,717 million for the corresponding period last year, registering a growth of about 32%. The Company has posted the Net Profits after tax to Rs. 3,892 million as compared with Rs. 3,875 million for the corresponding period last year, registering a growth of about 0.44% for the year ended 31 December 2008. Even on consolidated basis, revenues were increased in the current year 2008 by 16% to Rs. 31,173 million from Rs. 26,885 million in 2007. The net income decreased by 9%.

Dividend

Your Directors are pleased to recommend the payment of dividend for the year ended 31 December 2008 at Rs. 3 (Rupees Three only) per share (150 percent) on face value of Rs. 2 [Previous year Rs. 3 per share (150 percent)], subject to approval of Members at the ensuing Annual General Meeting.

Economic Scenario and Outlook

The year 2008 was unparalleled, with the unfolding of an unprecedented financial crisis on Wall Street. Falling property prices, coupled with massive leveraging, sparked off the sub-prime crisis in the housing mortgage sector in the US. Due to tight integration of the financial markets across the world, this contagion has spread to the global banking sector. Finally, this has traversed from the financial to the real estate sector, and has precipitated into a global economic slowdown.

The global financial situation is uncertain as the financial markets in major advanced economies are in a tailspin, causing dramatic reversals in investment flows to emerging economies like our country. Growth rates in the industrial economies have turned negative, forcing a liquidity crunch. It now appears that the recession will be deeper and the recovery will take longer than earlier expected.

The growth prospects of emerging economies such as India have most definitively been undermined by the ongoing crisis and the resilience of the Indian economy is being tested like never before. There is evidence of a slowdown in the economy with moderation of real GDP growth in the first half of 2008-09. Industrial activity, particularly in the manufacturing and infrastructure sectors, is decelerating. The services sector including IT, which has been our prime growth engine in the past five years or so, is slowing, mainly in the sub-sectors construction, transport, communication, trade and hotels. For the first time in seven years, exports have declined in absolute terms in the October—December 2008 quarter. The softening demand has dented corporate margins, while the uncertainty surrounding the crisis has affected business confidence.

The Central Government and the Reserve Bank of India have announced fiscal and monetary measures to revive growth. The Government is seeking to boost through various stimulus packages by way of enhanced expenditure on infrastructure and through tax reductions. The central bank has progressively lowered benchmark rates to infuse liquidity in the system and spur consumers to borrow. However, business confidence and economy may take a while to rebound due to the traditional lag effect associated with stimulus packages.

Our Business Overview

Your Company is one of the leading providers of information technology services. The Company delivers a comprehensive range of IT services through globally integrated onsite and offshore delivery locations primarily in India. Your Company addresses its clients’ needs with its global delivery model, through which it allocates resources in a cost-efficient manner using a combination of onsite client locations in USA, Europe, Japan, Asia Pacific and Rest of the world and offshore locations in India (your Company believes that its domain expertise is integral to its delivery competence). Overall, your Company derives significant strength from its focused industry expertise, successful client relationships, extensive suite of IT services, delivery and operational excellence, highly experienced management team, and dedicated and highly skilled delivery professionals.

Business Segments

Your Company offers its services to customers through industry practices in insurance, manufacturing, financial services and

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telecommunications, as well as in other industries. Your Company also has technology practices that offer services in product engineering and for Independent Software Vendors (ISVs). Both industry practices and technology practices are complemented by service lines, which are developed in response to client requirements and technology life cycles. Your Company’s range of services includes application development, application maintenance and support, packaged software implementation, infrastructure management services, product engineering, business process outsourcing and quality assurance services.

Customer Relationships

Your Company has always demonstrated the ability to build and manage relationships with some of the world’s largest and best known companies. Our strategy to diversify our revenue profile is on course. In keeping with our thrust to diversify our revenue profile, our top client contribution towards revenue reduced from 11.8% in 2007 to 10.7% during 2008. Similarly, revenues from top 10 clients reduced from 47.3% in 2007 to 45.6% in 2008. While nurturing long-term relationships with existing customers, your Company has continued to expand its customer base. The Company added 100 new clients during 2008 and its active client base has increased significantly to 331 clients. The number of US$ 1 million client relationships increased to 92 during the year from 84 in previous year. Your Company’s percentage of repeat business continued to be stable at 93.0%. In line with your Company’s strategy to diversify the Company’s geographical profile, EMEA’s (Europe and Middle East) contribution to the Company’s revenues increased to 17.4% in the year 2008 from 16.1% in 2007. Correspondingly APAC’s (Asia Pacific) contribution to the Company’s revenues increased to 5.6% in CY2008 from 4.9% in 2007. Your Company’s strong focus on geographical diversification have started yielding initial results as EMEA region grew 17% while APAC grew more than 25%.

On the industry vertical front, your Company’s Manufacturing and Insurance verticals continued to deliver strong and sustained growth during the year and contributed 25.1% and 24.7%, respectively to the Company’s business, while collectively contributing more than 50% of the Company’s business. Your Company’s focus on expanding the Company’s service offerings continues, with contribution of Application Development & Maintenance reducing to 63.8% in the year 2008 from 64.9% in 2007. During 2008, Package Software implementation, Product Engineering Services, Infrastructure Management Services and BPO contributed 14.5%, 11.2%, 4.9% and 5.6%, respectively.

Sales and Marketing Initiatives

Your Company has further consolidated its go-to-market strategy and sharpened its business focus. As a result, the Company will deliver solutions and services that help clients improve business performance and cost competiveness. The marketing organization has been restructured to focus on strengthening the brand, augmenting the industry services, realigning the value proposition of horizontal services to the imminent needs of the market place, and developing capabilities to capitalize on emerging technology and business trends. The Company’s sales teams have been organized around vertical segments in global markets driven by scale considerations. This has enabled the mirroring of the verticalized structure of the solution and delivery units so that they operate in a ‘two-in-a-box’ model to ensure optimal collaboration. The Company has continued to invest in strengthening an in-market presence of industry experts and solution architects. Verticals and horizontal service lines have a strong base of experts, who complement the sales efforts in deal pursuit.

Personnel & Performance

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 India’s premier engineering institutions. An adaptive business model and mature management structure allow aggressive scalability without compromising on flexibility, responsiveness and reliability of services.

On 31 December 2008, the employee strength of your

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Company stood at 14,894. The Company added 14 senior management personnel at the Vice-President level and above, during the year.

Facility Expansion

In view of the anticipated growth in business and expansion of employee base, your Company is investing in new high-tech facilities. In 2008, your Company inaugurated a Green IT-BPO Patni Knowledge Centre in Noida. Set up at an investment of over US$ 40 million (Rs. 175 Crores), the centre is spread across 5 acres and has a seating capacity of over 3,500 in a single shift.

The launch of Company’s first Green centre is a significant step in demonstrating your Company’s commitment to environment conservation and giving employees a healthier and better workplace. The facility is designed and constructed as per the guidelines of LEED (Leadership in Energy and Environmental Design) and has been awarded the LEED Platinum rating.

Corporate Developments & Accolades

Your Company was ranked amongst the ‘Top 10 Insurance Technology Vendors’ and 35th amongst the ‘top technology providers for financial institutions’ in the ‘FinTech 100 - 2008’ list.

Your Company received the ‘2008 Marketing Excellence — Diamond Award’ by ITSMA.

Patni Knowledge Center (PKC), Noida was awarded the LEED Platinum rating by the Indian Green Building Council in Oct 2008.

Your Company received the ‘Smart Workplace Award 2008’ instituted by Economic Times. The Company also received the ‘Managing Health at Work’ and ‘Innovative Retention Strategy’ awards at the ‘World HRD Congress’ 2008-09.

Patni ESOP 2003 (Revised 2008)

Your Company had introduced the Employees Stock Option Plan known as ‘Patni ESOP 2003’. Under the Plan, the Company is authorised to issue 11,142,085 equity shares of Rs. 2/- each upon the exercise of options granted to employees and / or directors of the Company and its subsidiaries. As these Options were issued on market related prices, the recent fall in the prices in general and the information technology companies shares in particular, the options granted to the employees have become unattractive. In order to compensate such loss of opportunity, the Board proposes to grant Options at the revised price as Restricted Stock Options (RSUs) to the employees who are holding the Options granted earlier and also fresh options to the employees. It is now proposed to increase the Options available under the Patni ESOP — (Revised — 2008). The necessary resolutions seeking the consent of the members are being sought as proposed in the notice convening the Annual General Meeting.

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. (formerly Patni Computer Systems, Inc), Patni Computer Systems (UK) Limited and Patni Computer Systems GmbH and Patni Computer Systems Brasil Ltda.

During the year, the Company set up the wholly owned subsidiary in Mexico viz. PCS Computer Systems Mexico S.A.

Patni Telecom Solutions, Inc. and Patni Life Sciences, Inc are the subsidiaries of Patni Americas, Inc., Company’s one of the main subsidiaries.

Patni Telecom Solutions (P) Limited and Patni Telecom Solutions (UK) Limited are subsidiaries of Patni Telecom Solutions, Inc.

During the year, Patni Computer Systems (UK) Limited set up a subsidiary in Czech Republic viz. Patni Computer Systems (Czech) s.r.o.

In view of the above and by virtue of Section 4 of the Companies Act, 1956 the Company has following ten subsidiaries (Collectively to be referred as “Subsidiary Companies”) i) Patni Americas, Inc.; ii) Patni Computer Systems (UK) Limited; iii) Patni Computer Systems GmbH; iv) Patni Computer Systems Brasil Ltda; v) PCS Computer Systems Mexico S.A.; vi) Patni Telecom Solutions, Inc.;

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vii) Patni Telecom Solutions (UK) Limited; viii) Patni Telecom Solutions (P) Limited; ix) Patni Life Sciences, Inc.; and x) Patni Computer Systems (Czech) s.r.o.

The Company has been granted exemption for the year ended 31 December 2008 by the Ministry of Corporate Affairs vide its letter dated 24 April 2009 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 Company’s subsidiaries for the year ended 31 December 2008 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.

Directors

In accordance with the requirements of the Companies Act, 1956 and Articles of Association of the Company, Mr. Pradip Shah and Mr. Arun Maira are liable to retire and eligible for reappointment in the forthcoming Annual General Meeting.

Mr. N K Patni has ceased to a Chief Executive Office of the Company with effect from 20 February 2009 and continues to be Chairman of the Company.

The Board of Directors, at its Meeting held on 11 February 2009, had appointed Mr. Jeya Kumar as a ‘Manager’ (designated as ‘Chief Executive Officer’) under the provisions of the Companies Act, 1956. Mr. Jeya Kumar has assumed the office of the Chief Executive Officer w.e.f. 20 February 2009. Mr. Jeya Kumar will be inducted into the Board of the Company in accordance with provisions of Articles of Association of the Company. The Company has received a notice under section 257 of the Companies Act,1956 proposing the candidature of Mr. Jeya Kumar for the office of the Director. The Board supports the said resolution.

Mr. Louis Theodoor van den Boog has resigned as an Executive Director of the Company and accordingly ceased to be Executive Director w.e.f. 20 February 2009. However, he continues to act as Non Executive Director on the Board of Directors of the Company.

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 which every publicly listed Company is required to comply with. The Company has taken steps to comply with the requirements of the revised Clause 49 of the Listing Agreement with the Stock Exchanges.

A separate section on Corporate Governance forming part of the Directors’ Report and the certificate from the Company’s Auditors 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. It is proposed to reappoint them as the statutory auditors of the Company until

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the conclusion of the next Annual General Meeting. M/s B S R & Co., have, under section 224(1) of the Companies Act, 1956, furnished the certificate of their eligibility for reappointment.

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:

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 outside party.

C) Foreign Exchange Earnings/Outgo

Acknowledgements

Your Directors wish to convey their appreciation to all the Company’s 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

Date: 28 April 2009

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Annexure to the Directors’ Report — ESOP

Information as on 31 December 2008

(Currency: Rs. in thousands except share data)

Table 1

Table 2

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Disclosures required under Clause 12.2 of SEBI ESOP Guidelines

(Currency: Rs. in thousands except share data)

Table 1

** Net of options lapsed.

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Corporate Governance Report

Your Company has complied, in all material respects, with features of Corporate Governance Code as per Clause 49 of the Listing Agreement with the Stock Exchanges.

A report on the implementation of the Corporate Governance Code of the Listing Agreement by the Company is furnished below.

Philosophy on Corporate Governance

A good corporate governance process aims to achieve balance between shareholders’ interest and corporate goals by providing long-term vision of its business and establishing systems that help the Board in understanding and monitoring risk at every stage of the corporate evolution process to enhance the trust and confidence of the stakeholder without compromising with laws and regulations.

The Company’s philosophy on corporate governance encompasses achieving balance between individual interests and corporate goals through the efficient conduct of its business and meeting its stakeholder obligations in a manner that is guided by transparency, accountability and integrity. Accountability improves decision-making and transparency helps to explain the rationale behind decisions and to build stakeholder confidence.

At Patni Computer Systems Limited, we strive towards excellence through adoption of best governance and disclosure practices.

A. Board of Directors

1. Composition of directors

The Board of Directors of the Company (“the Board”) has an optimum combination of directors wherein, half of the Board comprises Independent Directors.

At present, the Board comprises ten members. The relevant details in respect of the existing composition of the Board are furnished below.

(1)     Mr. Narendra K Patni is promoter and Chairman.

(2)     Promoter.

(3)     Mr. Abhay Havaldar acts as an alternate director to Mr. William O Grabe.

(4)     Resigned as an Executive Director w.e.f. 20 February 2009.

*            This includes directorships held in public limited companies, foreign companies and subsidiaries of public limited companies but excludes directorships held in private limited companies.

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Changes in composition of the Board during the year ended 31 December 2008.

·  Mr. Arun Duggal and Mr. William O Grabe were subsequently reappointed as a director (liable to retire by rotation) at the Annual General Meeting held on 26 June 2008.

2. Number of Board Committees of the Company and of other companies on which directors are Member or Chairman.

*Mr. Abhay Havaldar acts as an alternate director to Mr. William O Grabe.

Note: (As required under the Listing Agreement)

1. For the purpose of considering the limit of the committees on which a director can serve, all public limited companies, whether listed or not, have been included and all other companies including private limited companies, foreign companies and companies under Section 25 of the Companies Act have been excluded.

2. For the purpose of considering the limit on memberships of the committees, the Audit Committee and the Shareholders’ / Investors’ grievance committee alone are considered.

3. Number of board meetings held and the dates on which such meetings were held:

Four board meetings were held during the year ended 31 December 2008 with a time gap of not more than four months between any two meetings and the required information as stipulated under clause 49 of the Listing Agreement was made available to the members of the Board. The dates of such board meetings were 5-7 February 2008, 29-30 April 2008, 23-24 July 2008, and 22-23 October 2008.

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4. Attendance of each director at the board meetings and the last AGM

5. Compensation to Directors

Details of compensation paid to Directors for the year ended 31 December 2008 as below:

*Gross amounts subjected to applicable TDS.

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Notes:

1.         Payment to Non-Executive Directors:

The Company pays US$ 40,000 as an annual commission to its Independent Directors as approved by the Board within the limits approved by the Members of the Company. The amount of such commission, taken together for all non executive directors, shall not exceed 1% of the net profits of the Company in financial year. The Independent Directors are also paid a sitting fee of Rs. 20,000 per meeting, being the maximum amount permissible under the present regulations, for attending the Board /Committee meetings. In addition to abovementioned commission, following are entitled for a one time annual commission as under.

·                  The Chairman of the Audit Committee: US$ 10,000 p.a.

·                  Members of the Audit Committee: US$ 5,000 p.a.

·                  The Chairman of Compensation & Remuneration Committee: US$ 5,000 p.a.

·                  The Chairman of Shareholders’ and Investors’ Grievance Committee: US$ 5,000 p.a.

In addition to the above, the Independent Directors are also eligible for stock option grants under Company’s Stock Option Plan i.e. Patni ESOP 2003 (Revised 2008).

2.    Payment to the Executive Director:

During the year, the Company paid remuneration to its Executive Director within the limits envisaged under the applicable provisions of the Companies Act, 1956. The remuneration paid was approved by the Board within the limits approved by the Members of the Company.

During the year, Mr. Louis Theodoor van den Boog was appointed as an Executive Director of the Company w.e.f. 29 April 2008. However, he ceased to be an Executive Director w.e.f. 20 February 2009.

The breakup of remuneration paid to him in capacity of executive director is as under:

3. Compensation to Mr. Narendra K Patni:

It was paid by Patni Americas Inc., a wholly owned subsidiary of the Company. The Compensation is as described in footnote 28(1)(a) of the financial statement.

Non-Executive Directors’ Shareholding in the Company for the year ended 31 December 2008

# Shareholding includes shares held by their relatives.

* During the year, Mr. Louis Theodoor van den Boog was appointed as an Executive Director of the Company w.e.f. 29 April 2008. However, he ceased to be an Executive Director w.e.f. 20 February 2009.

Stock Options Grant

The Company had introduced PATNI ESOP 2003 for employees of the Company / subsidiaries including non-executive directors of the Company in terms of SEBI Guidelines on ESOP. In pursuance of PATNI ESOP 2003, the Company issued an initial grant of 20,000 options each to the then Independent Directors on 1 July 2004 as approved by the Board at the exercise price of Rs. 254 per share. 25% of the options granted in July 2004 as mentioned above, vested each in July 2005, July 2006, July 2007 and July 2008.

The Board of Directors, at its meeting held on 26 April 2005, approved initial grant of 20,000 options to Mr. Louis Theodoor van den Boog on joining the Board and 5,000 options each to other Independent Directors, at the exercise price of Rs. 381 per share. 25% of the options granted in April 2005 as mentioned above, vested each in April 2006, April 2007, April 2008 and April 2009.

The Board of Directors, at its meeting held on 25 April 2006, approved the grant of 5,000 options each to the then

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Independent Directors, at the exercise price of Rs. 458 per share. 25% of the options granted in April 2006 as mentioned above, vested each in April 2007, April 2008 and April 2009.

Subsequent to listing of Company’s ADRs on New York Stock Exchange (NYSE), Members of the Company at their Annual General Meeting held on 21 June 2006, approved the amendment to Patni ESOP 2003 (“Patni ESOP 2003 - Revised 2006”) (“the Plan”) to enable the Company to issue the ADR linked Options upto limits provided in the said shareholders resolutions.

Pursuant to the Plan, Mr. Arun Maira, on joining the Board, was granted 20,000 options at an exercise price of Rs. 336/- per share. The effective date of above grant was 1 July 2006. 25% of the options granted to Mr. Arun Maira vested in July 2007 and July 2008.

The Board of Directors, at its meeting held on 24 April 2007, approved the grant of 5,000 options each to the then Independent Directors, at the exercise price of Rs. 455/- per share. 25% of the options granted in April 2007 as mentioned above vested in April 2008 and April 2009.

The Members of the Company, at their meeting held on 26 June 2008, approved the amendment to the Plan to enable the Company to issue the Restricted Stock Units (RSUs) at an exercise price of Rs. 2 each under the Patni ESOP 2003 — Revised 2008 (the “Revised Plan”).

The Compensation and Remuneration Committee of Directors vide its resolution dated 25 November 2008, approved the grant of 96,000 RSUs to Mr. Louis Theodoor van den Boog, at an exercise price of Rs. 2 per share. None of the RSUs have been vested so far.

All options, except RSUs, have been granted with an exercise price which has been arrived pursuant to the SEBI Guidelines on ESOP. All the options which have been granted, vest in four equal annual instalments beginning one year from the date of grant. The options can be exercised within five years from the date of vesting.

Code of Conduct:

Pursuant to the requirements of the Clause 49 of the Listing Agreement, the Board has adopted Code of Business Conduct and Ethics for the executive directors, whole time directors, officers and employees of the Company as well as the separate Code of Business Conduct and Ethics for Non-Executive Directors of the Company. The said Code has been posted on website of the Company.

All the Board Members and senior management personnel have affirmed compliance with the Code for the year 2008 and a declaration to this effect signed by the CEO of the Company is provided at the end of this report.

Tenure:

As per the provisions of the Companies Act, 1956 and the Articles of Association of the Company, two third of the total directors of the Company retire by rotation. Out of this two third, one third will be retiring at every Annual General Meeting. Accordingly, the tenure of each director is three years but they are eligible for reappointment.

In accordance with the Articles of Association of the Company, Mr. Narendra K Patni, Mr. Gajendra K Patni and Mr. Ashok K Patni are permanent members of the Board.

Further, Mr. Louis Theodoor van den Boog was appointed as an Executive Director of the Company w.e.f. 29 April 2008. However, he ceased to be an Executive Director w.e.f. 20 February 2009 and he continues to be Non-Executive Director liable to retire by rotation.

B. Audit Committee

1. Brief description of terms of reference

The Audit Committee was initially set up on 19 December 2001 and reconstituted on 12 November 2003 in line with then corporate governance norms. Subsequently, the Audit Committee was further reconstituted on 30 March 2005 and on 29 April 2008. The Audit Committee has three non-executive members, all being independent. The Chairman of the Committee is an independent director. All members of the Audit Committee are financially literate and they have accounting or related financial management expertise.

Existing Charter of the Audit Committee, including terms of reference, is as under:

I. Purpose

The primary purpose of the Audit Committee is to assist the Board of Directors (the “Board”) of Patni Computer Systems Limited, (the “Company”), in fulfilling its oversight responsibilities with respect to (a) the accounting and financial reporting processes of the Company, including the integrity of the audited financial statements and other financial

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information provided by the Company to its stockholders, the public, any stock exchange and others, (b) the Company’s compliance with legal and regulatory requirements, (c) the Company’s independent auditors’ qualifications and independence, (d) the audit of the Company’s financial statements, and the performance of the Company’s internal audit function and its independent auditors

II. Organization

The Audit Committee shall have minimum of three Directors as its Members. All Member of the Audit Committee shall be independent Directors and shall be financially literate and at least one member shall have accounting or related financial management expertise. The Board shall appoint a chairperson of the Audit Committee and in the absence of such person the members of the Audit Committee shall appoint one of their members present as the Chairman by a vote of the majority of the full Audit Committee. The Chairman of the Audit Committee shall be present at the Annual General Meeting of the Company to answer shareholder queries.

The Audit Committee may invite such of the executives, as it consider appropriate (and Particularly the CFO) to be present at the meetings of the committee, but on occasions it may also meet without the presence of any executives of the company. The CFO, head of Internal Audit and representative of the Statutory Auditor may be present as invitees for the meetings of the Audit Committee.

III. Meetings

The Audit Committee should meet at least four times in a year and not more than four months shall elapse between two meetings. The Quorum shall be either two members or one third of the members of the Audit Committee whichever is greater.

IV. Authority and Responsibilities

Subject to and in accordance with Clause 49 of the listing agreement

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