MIRA INFORM REPORT

Report Date :

28.12.2012

IDENTIFICATION DETAILS

Name :	SATYAM COMPUTER SERVICES LIMITED
Registered Office :	Mahindra Satyam Infocity, Unit 12, Plot NO. 35 and 36, Hi-tech City Layout, Survey No.64, Madhapur, Hyderabad-500081, Andhra Pradesh
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	24.06.1987
Com. Reg. No.:	01-007564
Capital Investment / Paid-up Capital :	Rs. 2354.000 Millions
CIN No.: [Company Identification No.]	L72200AP1987PLC007564
TAN No.: [Tax Deduction & Collection Account No.]	HYDS00106B
Legal Form :	A Public Limited Liability Company. The Company’s shares are listed on Stock Exchange.
Line of Business :	The subject is engaged in business of comprehensive range of IT services, including IT enabled services, application development and maintenance, consulting and enterprise business solutions, extended engineering solutions and infrastructure management services.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

B (35)

RATING		STATUS	PROPOSED CREDIT LINE
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small

Maximum Credit Limit :	USD 132500000
Status :	Moderate
Payment Behaviour :	Slow
Litigation :	Exit
Comments :	Subject is now a Mahindra Group Company. It is a well established company having moderate track record. There are various cases filed against the company which are still pending. However, trade relations are reported as fair. Business is active. Payments are reported to be slow. The company can be considered for business dealings with some caution.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – June 30, 2012

Country Name	Previous Rating (31.03.2012)	Current Rating (30.06.2012)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

INDIAN ECONOMIC OVERVIEW

India is developing into an open-market economy, yet traces of its past autarkic policies remain. Economic liberalization, including industrial deregulation, privatization of state-owned enterprises, and reduced controls on foreign trade and investment, began in the early 1990s and has served to accelerate the country's growth, which has averaged more than 7% per year since 1997. India's diverse economy encompasses traditional village farming, modern agriculture, handicrafts, a wide range of modern industries, and a multitude of services. Slightly more than half of the work force is in agriculture, but services are the major source of economic growth, accounting for more than half of India's output, with only one-third of its labor force. India has capitalized on its large educated English-speaking population to become a major exporter of information technology services and software workers. In 2010, the Indian economy rebounded robustly from the global financial crisis - in large part because of strong domestic demand - and growth exceeded 8% year-on-year in real terms. However, India's economic growth in 2011 slowed because of persistently high inflation and interest rates and little progress on economic reforms. High international crude prices have exacerbated the government's fuel subsidy expenditures contributing to a higher fiscal deficit, and a worsening current account deficit. Little economic reform took place in 2011 largely due to corruption scandals that have slowed legislative work. India's medium-term growth outlook is positive due to a young population and corresponding low dependency ratio, healthy savings and investment rates, and increasing integration into the global economy. India has many long-term challenges that it has not yet fully addressed, including widespread poverty, inadequate physical and social infrastructure, limited non-agricultural employment opportunities, scarce access to quality basic and higher education, and accommodating rural-to-urban migration.

Source : CIA

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

LOCATIONS

Registered Office :	Mahindra Satyam Infocity, Unit 12, Plot NO. 35 and 36, Hi-tech City Layout, Survey No.64, Madhapur, Hyderabad-500081, Andhra Pradesh, India
Tel. No.:	91-40-27813166/ 27843222
Fax No.:	91-40-27840058/ 27840058 / 27813166
E-Mail :	mktg@satyam.com raju@satyam.com
Website :	http://www.satyam.com
Branch Office :	Located At Visakhapatnam Bhubaneswar Chennai Pune Nagpur
Overseas Office :	Located At USA Brazil China Saudi Arabia Singapore Bahrain Korea Thailand Turkey Sultanat of Oman United Arab Emirates Kuwait Japan Malaysia Qatar Taiwan France Denmark Belgium Sweden Spain Italy Ireland Germany Kenya Australia

DIRECTORS

AS ON 31.03.2012

Name :	Mr. Vineet Nayyar
Designation :	Chairman
Name :	Mr. C P Gurnani
Designation :	Whole Time Director and CEO
Name :	Mr. Ulhas N Yargop
Designation :	Non-Executive Director
Name :	Mr. T N Manoharan
Designation :	Director
Name :	Mr. Ravindta Kulkarni
Designation :	Director
Name :	Mr. M Rajyalakshmi Rao
Designation :	Director

KEY EXECUTIVES

Name :	Mr. S Krishnan
Designation :	Chief Financial Officer
Name :	Mr. G Jayaraman
Designation :	Company Secretary

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 30.09.2012

Category of Shareholder	No. of Shares	% of No. of Shares
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Bodies Corporate	501843740	42.64
Any Others (Specify)	0	0
Sub Total	501843740	42.64
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	501843740	42.64
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	56707923	4.82
Financial Institutions / Banks	479127	0.04
Central Government / State Government(s)	3480879	0.3
Insurance Companies	41617319	3.54
Foreign Institutional Investors	306123046	26.01
Sub Total	408408294	34.7
(2) Non-Institutions
Bodies Corporate	33605767	2.86
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 Million	190939945	16.22
Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million	15898150	1.35
Any Others (Specify)	26184670	2.22
Non Resident Indians	17053886	1.45
Foreign Nationals	3245771	0.28
Trusts	2126719	0.18
Clearing Members	3758294	0.32
Sub Total	266628532	22.66
Total Public shareholding (B)	675036826	57.36
Total (A)+(B)	1176880566	100
(C) Shares held by Custodians and against which Depository Receipts have been issued	0	0
(1) Promoter and Promoter Group	0	0
(2) Public	0	0
Sub Total	0	0
Total (A)+(B)+(C)	1176880566	0

BUSINESS DETAILS

Line of Business :

The subject is engaged in business of comprehensive range of IT services, including IT enabled services, application development and maintenance, consulting and enterprise business solutions, extended engineering solutions and infrastructure management services.

Products :

ITC Code	Products
85249009	Computer Software

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

• Bank of Baroda
• BNP Paribas
• Citibank N.A.
• HDFC Bank Limited
• HSBC Limited
• ICICI Bank Limited
• Kotak Mahindra Bank Limited

Facilities :

Secured Loan	Rs. In Millions 31.03.2012	Rs. In Millions 31.03.2011
Long-term borrowings
Vehicle loans
- From banks	1.000	6.000
- From other parties	0.000	3.000
Long term maturities of finance lease obligations	232.000	211.000
TOTAL	233.000	220.000
NOTES (i) Vehicle loans are secured by hypothecation of the vehicles financed through the loan arrangements. Such loans are repayable in equal monthly installments over a period of 5 years and carry interest rates ranging between 9.75% and 13.5% p.a (ii) Lease obligations are secured by the assets financed through the finance lease arrangements and the terms of repayment etc, are as under : (a) For vehicles such obligations are repayable in equal monthly installment over periods of 3-5 years and carry a finance charge (b) For furniture, fixture and leasehold improvements such obligations are repayable in equal monthly installments over a period of 9 years and carry a finance charge (c) For plant and equipment (computers) such obligations are repayable in equal quarterly installments over a period of 3 years and carry a finance charge

Banking Relations :	--
Auditors :
Name :	Deloitte Haskin and Sells Chartered Accountant
Address :	1-8-384 and 385, 3^rd Floor, Gowra Grand, S P Road, Secunderabad-500003, Andhra Pradesh, India
Subsidiaries :	Satyam BPO Limited Satyam Computer Services (Shanghai) Company Limited Satyam Computer Services (Nanjing) Company Limited Satyam Technologies, Inc Knowledge Dynamics Pte. Limited Nitor Global Solutions Limited Citisoft Plc. Satyam Computer Services (Egypt) S.A.E. Satyam Computer Services Belgium, BVBA C and S System Technologies Private Limited Bridge Strategy Group LLC Satyam Venture Engineering Services Private Limited Satyam Computer Services De Mexico S.DE R.L.DE C.V Satyam Servicos De Informatica LTDA (Satyam Brazil) Satyam (Europe) Limited Vision Compass, Inc.
Other Related Parties :	Mahindra Satyam Foundation Trust (formerly Satyam Foundation Trust) Satyam Associate Trust Venturbay Consultants Private Limited Tech Mahindra Limited

CAPITAL STRUCTURE

AS ON 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
1400000000	Equity Shares	Rs.2/- each	Rs. 2800.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
1176797836	Equity Shares	Rs.2/- each	Rs. 2354.000 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2012	31.03.2011	31.03.2010
SHAREHOLDERS FUNDS
1] Share Capital		2354.000	2353.000	2352.000
2] Share Application Money		0.000	0.000	1.000
3] Reserves & Surplus		30788.000	19259.000	43963.000
4] (Accumulated Losses)		0.000	0.000	(23346.000)
NETWORTH		33142.000	21612.000	22970.000
LOAN FUNDS
1] Secured Loans		233.000	220.000	420.000
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		233.000	220.000	420.000
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
Amounts Pending Investigation Suspense Account		12304.000	12304.000	12304.000
TOTAL		45679.000	34136.000	35694.000
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		7535.000	6137.000	5330.000
Capital work-in-progress		2000.000	2408.000	3730.000
INVESTMENT		2383.000	5321.000	7266.000
DEFERREX TAX ASSETS		1621.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	146.000	592.000	0.000
	Sundry Debtors	13276.000	10495.000	8505.000
	Cash & Bank Balances	26898.000	26416.000	20920.000
	Other Current Assets	5285.000	4369.000	4717.000
	Loans & Advances	11173.000	3594.000	3791.000
Total Current Assets		56778.000	45466.000	37933.000
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	5873.000	5693.000	5684.000
	Other Current Liabilities	7807.000	8934.000	2206.000
	Provisions	10958.000	10569.000	10675.000
Total Current Liabilities		24638.000	25196.000	18565.000
Net Current Assets		32140.000	20270.000	19368.000
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		45679.000	34136.000	35694.000

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Income	59643.000	47761.000	51005.000
		Other Income	3900.000	2837.000	129.000
		TOTAL (A)	63543.000	50598.000	51134.000
Less	EXPENSES
		Employees Benefits Expenses	36354.000	32760.000	36648.000
		Operating, Administration and Other Expenses	13431.000	10182.000	8705.000
		Provision for diminution in the value of long-term investments	103.000	393.000	0.000
		Exceptional Items	(518.000)	6411.000	4169.000
		TOTAL (B)	49370.000	49746.000	49522.000
Less	PROFIT / (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		14173.000	852.000	1612.000
Less	FINANCIAL EXPENSES (D)		112.000	92.000	254.000
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		14061.000	760.000	1358.000
Less/ Add	DEPRECIATION/ AMORTISATION (F)		1494.000	1499.000	1908.000
	PROFIT / (LOSS) BEFORE TAX (E-F) (G)		12567.000	(739.000)	(550.000)
Less	TAX (H)		539.000	537.000	162.000
	PROFIT / (LOSS) AFTER TAX (G-H) (I)		12028.000	(1276.000)	(712.000)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		NA	NA	(22634.000)
	BALANCE CARRIED TO THE B/S		NA	NA	(23346.000)
	EARNINGS IN FOREIGN CURRENCY
		Information technology and consulting services	55832.000	45294.000	48558.000
		Domestic sales in foreign currency	1081.000	913.000	0.000
		Sale of hardware equipment and other items	92.000	304.000	101.000
		Reimbursements from customers	699.000	700.000	833.000
		Other income	126.000	110.000	73.000
	TOTAL EARNINGS		57830.000	47321.000	49565.000
	IMPORTS
		Capital Goods	292.000	151.000	13.000
		Others	2.000	16.000	2.000
		Software Packages	32.000	0.000	1.000
	TOTAL IMPORTS		326.000	167.000	16.000
	Earnings Per Share (Rs.)		10.22	(1.08)	(0.65)

QUARTERLY RESULTS

PARTICULARS	30.06.2012	30.09.2012
	1^st Quarter	2^nd Quarter
Net Sales	17380.600	17808.700
Total Expenditure	13572.000	14838.300
PBIDT (Excl OI)	3808.600	2970.400
Other Income	1275.100	853.200
Operating Profit	5083.700	3823.600
Interest	29.300	27.100
Exceptional Items	0.000	0.000
PBDT	5054.400	3796.500
Depreciation	458.800	389.900
Profit Before Tax	4595.600	3406.60
Tax	1270.000	889.000
Provisions and contingencies	0.000	0.000
Profit After Tax	3325.600	2517.600
Extraordinary Items	0.000	0.000
Prior Period Expenses	0.000	0.000
Other Adjustments	0.000	0.000
Net Profit	3325.600	2517.600

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
PAT / Total Income	(%)	18.93	(2.52)	(1.39)
Net Profit Margin (PBT/Sales)	(%)	21.07	(1.55)	(1.08)
Return on Total Assets (PBT/Total Assets}	(%)	19.06	(1.43)	(1.27)
Return on Investment (ROI) (PBT/Networth)		0.38	(0.03)	(0.02)
Debt Equity Ratio (Total Liability/Networth)		1.12	1.75	1.36
Current Ratio (Current Asset/Current Liability)		2.30	1.80	2.04

LOCAL AGENCY FURTHER INFORMATION

COURT CASE

ITTA 87 / 2012	ITTASR 1870 / 2009	CASE IS:PENDING
PETITIONER		RESPONDENT
THE COMMISSIONER OF INCOME TAX(CENTRAL)		VS M/S. SATYAM COMPUTER SERVICES LIMITED,
PET.ADV. : PRASAD (SC FOR INCOME TAX)		RESP.ADV. : VIVEK REDDY
SUBJECT: U/Sec. 143 Assessment		DISTRICT:  HYDERABAD
FILING DATE:  24-06-2009	POSTING STAGE :  INTERLOCUTORY
REG. DATE    :   18-02-2012	LISTING DATE :  null	STATUS   :  ---------
HON'BLE JUDGE(S):	DEPUTY REGISTRAR LIST

ITTA 161 / 2012	ITTASR 1873 / 2009	CASE IS:PENDING
PETITIONER		RESPONDENT
THE COMMISSIONER OF INCOME TAX (CENTRAL), HYDERABAD		VS M/S. SATYAM COMPUTER SERVICES LIMITED,
PET.ADV. : PRASAD (SC FOR INCOME TAX)		RESP.ADV. :
SUBJECT: U/Sec. 143 Assessment		DISTRICT:  HYDERABAD
FILING DATE:  24-06-2009	POSTING STAGE :  FOR ADMISSION
REG. DATE    :   17-04-2012	LISTING DATE :  25-09-2012	STATUS   :  ADMIT
HON'BLE JUDGE(S):	GODA RAGHURAM	M.S.RAMACHANDRA RAO

ITTA 293 / 2012	ITTASR 3407 / 2009	CASE IS:PENDING
PETITIONER		RESPONDENT
THE DY. COMMISSIONER OF INCOME TAX,HYD		VS M/S. SATYAM COMPUTER SERVICES LIMITED
PET.ADV. : PRASAD (SC FOR INCOME TAX)		RESP.ADV. :
SUBJECT: Income Tax Tribunal Appeals		DISTRICT:  HYDERABAD
FILING DATE:  15-09-2009	POSTING STAGE :  FOR ADMISSION
REG. DATE    :   04-08-2012	LISTING DATE :  09-08-2012	STATUS   :  ---------
HON'BLE JUDGE(S):	GODA RAGHURAM	M.S.RAMACHANDRA RAO

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	Yes
8]	No. of employees	No
9]	Name of person contacted	No
10]	Designation of contact person	No
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	-----
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	Yes
21]	Market information	-----
22]	Litigations that the firm / promoter involved in	-----
23]	Banking Details	Yes
24]	Banking facility details	Yes
25]	Conduct of the banking account	-----
26]	Buyer visit details	-----
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	Yes
30]	Major Shareholders, if available	No
31]	Date of Birth of Proprietor/Partner/Director, if available	No
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	No

CORPORATE INFORMATION

Subject is an information technology (‘IT’) services provider that uses a global infrastructure to deliver value-added services to its customers, to address IT needs in specific industries and to facilitate electronic business, or eBusiness, initiatives. The Company was incorporated on June 24, 1987 in Hyderabad, Andhra Pradesh, India. The Company offers a comprehensive range of IT services, including IT enabled services, application development and maintenance, consulting and enterprise business solutions, extended engineering solutions and infrastructure management services. SCSL has established a diversified base of corporate customers in a wide range of industries including insurance, banking and financial services, manufacturing, telecommunications, transportation and engineering services.

BUSINESS OVERVIEW

The Financial Year 2011-12 witnessed the transformation of Mahindra Satyam (MSat) as it embarked on a robust growth phase. During the year, the Company recorded Rs. 59,643 Million towards income from operations. North America, Europe, Asia Pacific including India and rest of the world accounted for 50.51%, 24.52%, 22.27% and 2.70% of the revenues respectively. Offshore revenue during the year was 47.38% while onsite stood at 52.62%.

The Company’s focus on profitable growth, new logo wins across geographies and regaining acceleration across the legacy strengths in Enterprise Business Solutions have borne fruit. There is a continuing focus on opening low cost offshore centers outside India, strategic acquisitions that reinforce the domain and technology strengths and set aside funds to encourage Entrepreneurship within and outside the Company.

The Company was certified as the Platinum Partner for Oracle and the Microsoft Technology Excellence Center (MTEC) at Mahindra Satyam (in collaboration with their Healthcare practice) came out as winners in the Cloud application development contest held by Microsoft. These are the result of investments the Company has made in building on technology and vertical competencies across all areas and they are definitely giving the returns as planned. The Company announced the first edition of MS at young engineer’s awards – reiterating its commitment

to recognize and encourage outstanding engineering students across the country. Clearly, the Company is ambitious for growth and ready to invest more to ensure for achieving top percentile growth in the Industry.

SCHEME OF AMALGAMATION

On March 21, 2012, the Board approved the proposal to amalgamate the Company along with C and S System Technologies Private Limited, the wholly owned subsidiary of the Company, Venturbay Consultants Private Limited, CanvasM Technologies Limited and Mahindra Logisoft Business Solutions Limited, the wholly owned subsidiaries of Tech Mahindra (hereinafter referred to as the “Transferor Companies”) with Tech Mahindra Limited (the “Transferee Company”). The scheme of amalgamation and arrangement (“the Scheme”) was proposed with a rationale to consolidate the software related businesses and form a single entity in this sector, to reduce overall cost and attain efficiencies, synergy and benefits, and to enhance value for the shareholders of the Company.

The share exchange ratio of 2(two) equity shares of Tech Mahindra Limited of Rs. 10/- each fully paid up for every 17(seventeen) shares of the Company Rs. 2/- each fully paid up was jointly recommended by the valuers, Ernst and Young Private Limited and KPMG India Private Limited (“the Valuers”). M/s. J. P. Morgan India Private Limited, a Category - I merchant banker had given a fairness opinion certifying that the methodologies applied by the Valuers, for determining the share exchange ratio is fair and reasonable.

Accordingly, the Board of Directors of the Company, other Transferor Companies and Transferee Company at their respective board meetings held on March 21, 2012 approved the Scheme and the exchange ratio arrived at by the Valuers. The Appointed Date for this scheme, if approved, is with effect from April 01, 2011.

The National Stock Exchange of India Limited and BSE Limited respectively vide their letters dated April 10, 2012 granted no-objection under Clause 24(f) of the Listing Agreement to the said Scheme.

The Competition Commission of India has vide its order dated April 26, 2012 approved the proposed merger of the Transferor Companies with the Transferee Company, under section 31(1) of The Competition Act 2002. Further the Transferor Companies and the Transferee Company are also in the process of obtaining other approvals from agencies such as the U.S.A. Federal Trade Commission (FTC).

Pursuant to the order dated April 18, 2012 passed by the Hon’ble High Court of Judicature of Andhra Pradesh at Hyderabad, the Court convened meeting for shareholders was held on June 8, 2012 and obtained their approval for the Scheme.

The Company filed the petition with the Hon’ble High Court of Judicature of Andhra Pradesh at Hyderabad praying for the order sanctioning the proposed Scheme of Arrangement and the petition has been admitted on July 09, 2012.

AWARDS AND RECOGNITIONS:

The Company won several accolades during the year.

• Best Sourcing Relationship in BPO Category for APAC region, for its relationship with Russell Investments, issued by The Paragon Awards, held on March 29, 2012 at Opera House, Sydney Information Services Group (ISG)

• Excellence in Thought Leadership”- partner Award from Pega systems, in global sales conference on January 09, 2012 in Orlanda, Florida

• EMC 2012 Partner Innovation Award for the outstanding Industry Solution for Financial Services – Profina, at the

EMC Partner Conference, held at Momentum Berlin on October 31, 2011.

• Ranks 6th out of 20 Best Employers in the survey conducted by Dataquest CMR Best Employers 2011

• First Indian IT services company in Singapore, to achieve SS 507:2008 certification for Business Continuity and Disaster Recovery Services

• Systems Integrator of the Year’ at the 2nd Computer News Middle East (CNME) ICT Achievement Awards 2011

MANAGEMENT DISCUSSION AND ANALYSIS

INDUSTRY STRUCTURE, DEVELOPMENT AND OUTLOOK

COMPANY OVERVIEW

Subject (hereinafter referred to as ‘SCSL’ or ‘Mahindra Satyam’ or ‘the Company’) is a leading global business and information technology services company that leverages deep industry and functional expertise, leading technology practices, and an advanced, global delivery model to help clients transform their highest-value business processes and improve their business performance.

The Company’s professionals excel in enterprise solutions, supply chain management, client relationship management, business intelligence, business process quality, engineering and product lifecycle management, and infrastructure services, among other key capabilities.

Mahindra Satyam is part of the $14.4 billion Mahindra Group, a global federation of companies and one of the top 10 business houses based in India. The Group’s interests span automotive products, aviation components, farm equipment, financial services, hospitality, information technology, logistics, real estate and retail.

Mahindra Satyam development and delivery centres in the US, Canada, Brazil, the UK, Hungary, Egypt, UAE, India, China, Malaysia, Singapore and Australia serve numerous clients, including many Fortune 500 organizations.

CURRENT ENVIRONMENT AND OUTLOOK

Despite year 2011 ending in a difficult economic environment, some geographic regions and services are expected to circumvent the situation in 2012. The global GDP, after growing by 2.7 percent in 2011, is expected to grow 2.5 per cent in year 2012 according to UN, with developing economies growing thrice as fast as the developed economies. Better economic conditions in the second half of the year signifying return of consumer confidence and renewal of business growth, is expected to drive IT spending going forward.

The current trend toward offshore outsourcing is a lot more complex than simply seeking skills and resources at low cost locations. The driving forces in the IT outsourcing market are quality and speed to market, not just cost of services. A new wave of outsourcing is allowing companies to acquire reliable IT quickly, in order to deploy specialized services, and ramp down easily when these services are no longer needed. At the same time, off shoring is pushing the world beyond the information economy and toward a global knowledge-based economy. Technology enables knowledge to be shared quickly throughout the developed and developing world, allowing a variety of regional specializations to arise.

These trends are conspiring to bring further changes to the global outsourcing market in the next decade. First of all, consumer demand and spending power in the emerging economies is growing more quickly than expected. As they grow in strength and stability, the risks of outsourcing can be spread further as companies have a wider variety of geographic locations from which it can select the outsourcing partner.

No doubt they at Mahindra Satyam consciously keep on investing in setting up global delivery centres across the world to serve their customers better. In the future, many companies will not outsource to a particular country at all. Instead, they will turn to large multinational corporations with access to a variety of resources and expertise across the globe and the ability to spread risk. As these one-stop shops grow in size and skills, they will gain a significant competitive advantage over the strongest individual outsourcing markets.

GLOBAL IT SERVICES OVERVIEW

In the face of the volatile economic environment and currency fluctuations, 2011 recorded steady growth for the technology and related services sector, with worldwide spending exceeding USD 1.7 trillion, a growth of 5.4% over 2010. Software products, IT and BPO services continued to lead; accounting for over USD 1 trillion- 63% of the totals spend. IT hardware spends, at USD 645 billion, accounted for the balance 37% of the worldwide technology spends in 2011.

The future of the global technology industry will be shaped by economic forces, adoption of new technologies and currency fluctuations. Lingering debt crises, volatile financial markets and government austerity programs in the US and Europe could have a negative impact on technology spend spilling over to the other regions which could in turn affect business and consumer confidence. However investing in new technologies like smart computing products, cloud computing, mobility and analytics will enable vendors to gain efficiency and agility which when properly leveraged will provide tremendous opportunity for the delivery of real competitive value to clients.

Mahindra Satyam believes that the future of spending in the IT services sector is driven by factors such as:

• Innovation in IT and customer centricity being a driver for meeting business goals

• New Business Models coming into vogue where IT plays a prominent role

• Emergence of solutions around new technology platforms and that is where they have come up with a fresh approach N-MACS (Networks, Mobility, Analytics, Cloud Computing and Security Consulting)

• Efficiency improvement initiatives and cost focus

INDIAN IT SERVICES INDUSTRY OVERVIEW

According to the NASSCOM Strategic Review 2012, the Indian IT services is the fastest growing segment, increasing by 19% in FY2012, to account for exports of USD 40 billion. There is a considerable traction in traditional segments and an increased acceptance from mature segments such as BFSI, US and large corporations and emerging segments such as retail, healthcare and utilities, SMBs, Asia Pacific and Row. The industry is re-tooling itself to adjust to rapid change in customer priorities from SLAs to increased time-to-market and emerging technologies such as cloud computing, mobility, social media and big data / analytics are unleashing new opportunities to the industry and solution provider like them.

India continues its position as the world’s leader in the global sourcing industry. Its sharing in the global sourcing stands at 58% in 2011. While cost remains as one of the key sourcing drivers, India’s value proposition includes unparalleled human capital, unique customer centricity, supportive ecosystem and a secure environment.

India with its unique strengths continues to lead in the global sourcing arena. India’s market share grew from 55% in 2010 to 58% in 2011, largely driven by increased focus on

1. Cost efficiencies

2. Customer centricity

3. Highly supportive ecosystem

4. Unparalleled human capital

5. Secure environment

FINANCIAL PERFORMANCE

OVERVIEW

The financial statements have been prepared in compliance with the requirements of the Companies Act, 1956 and Generally Accepted Accounting Principles (GAAP) in India. The Consolidated financial statements have been prepared in compliance with the Accounting Standards AS 21 as prescribed by the Companies (Accounting Standards) Rules, 2006.

FIXED ASSETS

• Land
• Building
• Plant and Machinery
• Furniture and Factures
• Office Equipments
• Vehicles
• Software

STATEMENT OF STANDALONE AUDITED FINANCIAL RESULTS FOR THE YEAR ENDED SEPTEMBER 30, 2012

(Rs. in millions)

Sr. No.	Particular	Quarter Ended		Year Ended
		30.09.2012 (Unaudited)	30.06.2012 (Unaudited)	30.09.2012 (Audited)
1.	Net Sales/Income from Operations	17808.700	17380.600	35189.300
2.	Expenditure
	Employee Benefits Expenses	10314.500	10063.700	20378.200
	Operating, administration and other expenses	3719.700	3508.300	7228.000
	Depreciation and Amortization Expenses	389.900	458.800	848.700
	f) Total	14424.100	14030.800	28454.900
3.	Profit From Operations before Other Income, Interest and Exceptional Items (1-2)	3384.600	3349.800	6734.400
4.	Other Income	49.100	1275.100	1324.200
5.	Profit Before Interest and Exceptional Items (3+4)	3433.700	4624.900	8058.600
6.	Interest	27.100	29.300	56.400
7.	Profit After Interest but before Exceptional Items (5-6)	3406.600	4595.600	8002.200
8.	Exceptional Items	--	--	--
9.	Profit from Ordinary Activities before Tax (7+8)	3406.600	4595.600	8002.200
10.	Tax Expense	889.000	1270.000	2159.000
11.	Net Profit from Ordinary Activities after Tax (9-10)	2517.600	3325.600	5843.200
12.	Extraordinary Item (net of expense)	--	--	--
13.	Net Profit for the period (11-12)	2517.600	3325.600	5843.200
14.	Paid-up Equity Share Capital (Face Value of Rs.10/- Each)	2353.800	23353.700	2353.800
15.	Reserves Excluding Revaluation Reserve	--	--	--
16.	Basic and Diluted Earning Per Share (EPS) (Rs.)-Not Annualised
	a) Basic and diluted EPS before extraordinary items	2.14	2.83	4.97
	b) Basic and diluted EPS after extraordinary items	2.14	2.82	4.96
17.	Public Shareholding
	-Number of Shares	675036826	674981487	675036826
	- Percentage of Shareholding	57.36	57.36	57.36
18.	Promoters and Promoter Group Shareholding
	a) Pledged/Encumbered
	- Number of Shares	--	--	--
	- Percentage of Shares (as a % of the Total Shareholding of promoter and promoter group)	--	--	--
	- Percentage of Shares (as a % of the Total Share Capital of the Company)	--	--	--
	b) Non Encumbered
	- Number of Shares	501843740	501843740	501843740
	- Percentage of Shares (as a % of the Total Shareholding of Promoter and Promoter Group)	100%	100%	100%
	- Percentage of Shares (as a % of the Total Share Capital of the Company)	42.64	42.64	42.64

INVESTOR COMPLAINTS FOR THE QUARTER ENDED SEPTEMBER 30, 2012

Particulars	During the quarter
	Received	Disposed
Dividend related	9	9
Others	10	10
Total	19	19

NOTES

1. Standalone statement of Assets and Liabilities

(Rs. In Millions)

PARTICULARS	31.03.2012 AUDITED
Equity and liabilities
Shareholders' fund
Share capital	2353.800
Reserve & surplus	36995.500
Sub-total - Shareholders' funds	39349.300
Share application money pending allotment	0.200
Non - current liabilities
Long term borrowings	231.000
Other long term liabilities	16.700
Long term provisions	1621.300
Sub-total - Non-current liabilities	1869.000
Current liabilities
Trade payables	6079.500
Other current liabilities	6898.000
Short term provisions	9253.500
Sub-total - Current liabilities	22231.000
Amounts pending investigation suspense account (net)	12304.000
Total - Equity & Liabilities	75753.500
Assets
Non-current assets
Fixed assets	9935.100
Non-current investments	2902.400
Deferred tax assets	1561.900
Long term loans & advances	4735.800
Other non-current assets	92.200
Sub-total - Non-current Assets	19227.400
Current assets
Current Investments	1034.500
Inventories	234.600
Trade receivables	14586.500
Cash & bank balances	27645.100
Short term loans & advances	6643.600
Other current assets	6381.800
Sub-total - Current Assets	56526.100
Total – Assets	75753.500

2. The standalone audited financial results of the Company for the half year ended September 30, 2012 and the standalone unaudited financial results of the Company for the quarter ended September 30, 2012 have been reviewed by the Audit Committee and were approved by the Board of Directors in their respective meetings held on October 30, 2012.

The Statutory Auditors have carried out an audit of the financial results for the half year ended September 30, 2012 and a limited review of the financial results for the quarter ended September 30, 2012.

3. Segment information has been presented in the Consolidated Audited Financial Results for the half year ended September 30, 2012 as permitted by AS 17 on Segment Reporting

4. During the quarter ended September 30, 2012, the Company allotted 55,339 equity shares of Rs. 2 each, consequent to the exercise of stock options by the Associates.

5. Proposed Scheme of Amalgamation and Arrangement

The Board of Directors of the Company in their meeting held on March 21, 2012 have approved the "Scheme of Amalgamation and Arrangement, under sections 391 to 394 read with sections 78, 100 to 104 and other applicable provisions of the Companies Act, 1956, of Venturbay Consultants Private Limited and Satyam Computer Services Limited and C and S System Technologies Private Limited and Mahindra Logisoft Business Solutions Limited and CanvasM Technologies Limited with Tech Mahindra Limited and their respective shareholders and creditors"

Pursuant thereto, the shareholders of Tech Mahindra Limited and Satyam Computer Services Limited approved the Scheme at their meetings held on June 7, 2012 and June 8, 2012, respectively. The Company has filed a Company Petition for the requisite approval before the Hon'ble High Court of Andhra Pradesh ("the Court") on June 27, 2012. The Petition was admitted on July 9, 2012 and is pending hearing. As per the Scheme, consequent to the amalgamation of Venturbay Consultants Private Limited with Tech Mahindra Limited, Satyam Computer Services Limited shall amalgamate with Tech Mahindra Limited and the shareholders of the Company shall receive Two (2) equity shares of Tech Mahindra Limited of Rs. 10 each fully paid up in respect of every Seventeen (17) equity shares of Rs. 2 each fully paid up, held by them

Upon coming into effect of the Scheme and with effect from the Appointed Date i.e. April 1, 2011 (after amalgamation of Venturbay with Tech Mahindra Limited is deemed to have taken effect), and subject to the provisions of the Scheme, the entire business and whole of the undertaking of the Company as a going concern including but not limited to all the movables and immovable properties, assets, debts, liabilities, duties and obligations of the Company, shall without any further act or deed, but subject to the charges affecting the same, be transferred and/or deemed to be transferred to and vested in Tech Mahindra Limited as a going concern so as to become the assets and liabilities of Tech Mahindra Limited.

The Company has received letters from thirty seven companies claiming themselves to be "creditors" and requesting inter-alia that the Company convene a meeting of the creditors and be allowed to vote on the resolution considering the proposed merger. The Company has, responded to these letters denying the various contentions and allegations and further denying the claim of the thirty seven companies that they are creditors and stating that all relevant issues would be considered by the Court at the time of considering the Scheme. One of them has filed an application before the Court objecting to the Scheme and the Company has filed its counter affidavit.

On September 28, 2012, the Hon'ble High Court of Judicature at Bombay has approved the Company Petitions filed by Venturbay Consultants Private Limited, C and S System Technologies Private Limited, Mahindra Logisoft Business Solutions Limited, CanvasM Technologies Limited and Tech Mahindra Limited subject to the approval of the Company Petition filed by the Company before the Hon'ble High Court of Andhra Pradesh at Hyderabad.

6. Financial irregularities

On January 7, 2009, in a communication ("the letter") addressed to the then-existing Board of Directors of the Company and copied to the Stock Exchanges and Chairman of Securities and Exchange Board of India ("SEBI"),

the then Chairman of the Company, Mr. B. Rarnalinga Raju ("the erstwhile Chairman") admitted that the Company's Balance Sheet as at September 30, 2008 cried inflated cash and bank balances, non-existent accrued interest, understated liability and overstated debtors position.

Consequently, various regulators/investigating agencies, such as the Central Bureau of Investigation (CI31), Serious Fraud Investigation Office (SFIO) / Registrar of Companies (ROC), SEBI, ED, etc., have initiated their investigations and legal proceedings, which are ongoing.

As per the assessment of the Management, based on the forensic investigation and the information available, all

Identified required adjustments/disclosures arising from the identified financial irregularities, had been made in the

financial statements as at March 31, 2009.

Since matters relating to several of the financial irregularities are sub judice and the various investigations/proceedings are ongoing, any further adjustments/disclosures, if required, would be made in the financial results of the Company as and when the outcome of the above uncertainties is known and the consequential adjustments/ disclosures are identified

The Company, based on the forensic investigation, accounted Rs. 11393.200 Millions (net debit) under "Unexplained differences suspense account (net)" during FY 2008-09 due to non-availability of complete information and the same was fully provided for in that year on grounds of prudence. The Company has not received any further information which requires adjustments on this account to the financial results.

Alleged advances

Consequent to the letter of the erstwhile Chairman, on January 8, 2009, the Company received letters from thirty seven companies requesting confirmation by way of acknowledgement for receipt of certain alleged amounts referred to as "alleged advances". These letters were followed by legal notices from these companies dated August 4/5,2009, claiming repayment of Rs.12304.000 Millions allegedly given as temporary advances. The legal notices also claim damaged compensation @18% per annum from the date of advance till the date of repayment. The Company has not acknowledged any liability to any of the thirty seven companies and has replied to the legal

notices stating that the claims are legally untenable.

The Directorate of Enforcement (ED) is investigating the matter under the Prevention of Money Laundering Act, 2002 (PMLA) and directed the Company to Furnish details with regard to the alleged advances and has further directed the Company not to return the alleged advances until further instructions from the ED. In furtherance to the investigation by the ED, the Company has been served with a provisional attachment order dated October 18, 2012 issued by the Joint Director, Directorate of Enforcement, Hyderabad under Section S(1) of the PMLA ("the Order"), attaching certain Fixed Deposit accounts of the Company aggregating Rs. 8220.000 Millions for a period of 150 days. This attachment has been initiated consequent to the charge sheets filed by the Central Bureau of Investigation (CBI) against the erstwhile promoters of the Company and others and investigation conducted by the ED under the PMLA. As stated in the Order, the investigations of the ED revealed that Rs. 8220.000 Millions constitutes "proceeds of crime" as defined in the PMLA. The Company is examining the implications of this Order and will respond appropriately.

The thirty seven companies had filed petitions 1 suits for recovery against the Company before the City Civil Court, Secunderabad ("Court"), with a prayer that these companies be declared as indigent persons for seeking exemption from payment of requisite court fees.

Some petitions, (except in the case of one petition where court fees have been paid and the pauper petition converted into a suit which is pending hearing), are before the Court, at the stage of rejection / trial of pauperism

The remaining petitions are at a preliminary stage before the Court, for considering condo nation of delay in re-submission of pauper petitions. In one petition, the delay had been condoned by the Court and the Company has

obtained an interim stay order from the Hon'ble High Court of Andhra Pradesh.

The Company has received legal notices from nearly all of the above companies, calling for payment of the amounts allegedly advanced by them (including interest and damages), failing which they would be constrained to file a petition for winding up the affairs of the Company. The Company has responded] is in the process of responding by denying and refuting the claim and the maintainability of any such petition.

The amount of alleged advances aggregating to Rs. 12304.000 Millions (As at March 31, 2012 – Rs. 12304.000 Millions) has been presented separately in the Balance Sheet under "Amounts pending investigation suspense account (net)". Since the matter is sub judice and the investigation by various Government Agencies is in progress and having regard to all the related developments in this matter, the Management at this point of time, is not in a position to predict the ultimate outcome of the ongoing investigations1 legal proceedings.

Other matters

The Company has filed a civil suit in the City Civil Court Hyderabad, against the past Board of Directors (the Board prior to the Government nominated Board), certain former employees and the former statutory auditors, its affiliates and partners, seeking damages for inter-alia perpetrating fraud, breach of fiduciary responsibility and obligations and negligence in performance of duties. The matter is pending before the City Civil Court.

The former statutory auditors have filed a suit in the Rang Reddy District Court against the Company and certain former Directors and former employees seeking, inter-alia, damages aggregating Rs. 1000.000 Millions and interest. The matter is pending hearing before the Ranga Reddy District Court and in the opinion of the Management, the claims insofar as they relate to the Company are not tenable. The Company has filed a petition in the Hon'ble High Court of Andhra Pradesh to transfer the said case from the Ranga Reddy District Court to the City Civil Court, Hyderabad, which is pending.

7. Commitments and contingencies (Update since the previous announcement under Clause 41)

Aberdeen (UK) Complaint

In April 2012, the Company was served with an Amended Claim Form and Amended Particulars of Claim dated December 22, 2011, initiating proceedings in the Commercial Court in London (the "English Court") by Aberdeen Asset Management PLC on behalf of 23 "Claimants" who are said to represent 30 funds who had invested in the Company's common stock that traded on the exchanges in India (the "English Action"). The English Action alleges the Claimants' losses to be in excess of USD I50 million and simple interest at 8% p.a.

The Company is currently contesting the jurisdiction of the English Court. Accordingly, it is uncertain whether the

English Court will even continue to exercise jurisdiction over the lawsuit and consequently its outcome is unpredictable.

Income tax matters

Petition before Hon'ble High Court of Andhra Pradesh

The Company had tiled various petitions before CBDT requesting for stay of demands for the financial years 2002-03 to 2007-08 till the correct quantification of income and taxes payable is done for the respective years. In

March 2011, the CBDT rejected the Company's petition and the Company filed a Special Leave Petition before the Hon'ble Supreme Court which directed the Company to file a comprehensive petition/representation before CBDT giving all requisite details / particulars in support of its case for re-quantification /re-assessment of income. For the a foresaid years and to submit a Bank Guarantee (BG) for Rs. 6170.000 Millions. Pursuant to the direction by the Hon'ble Supreme Court, the Company submitted the aforesaid BG and also filed a comprehensive petition before the CBDT in April 2011.

The CBDT vide its order July 11, 2011 disposed the Company's petition directing it to make its submissions before the Assessing Officer in course of the ongoing proceedings for the aforesaid years and directed the Income Tax Department not to encash the BG furnished by the Company till December 31, 2011. Aggrieved by CBDT's order, the Company filed a writ petition before the Hon'ble High Court of Andhra Pradesh on August 16, 2011. The Hon'ble High Court of Andhra Pradesh vide its order dated December 14, 2011 adjourned the hearing to January 31, 2012 and directed the Income Tax Department not to encash the BG until then. 'Ile BG has been subsequently extended up to April 19,2013.

In the meanwhile, the Assessing Officer served an order for provisional attachment of properties under Section 281B of the Income Tax Act, 1961 on January 30, 2012 attaching certain immovable assets of the Company on the grounds that there is every likelihood of a large demand to be raised against the Company for the financial years 2002-3 to 2008-9 along with interest liability. Aggrieved by such order. the Company filed a writ petition in the Hon'ble High Court of Andhra Pradesh which granted a stay on the operation of the attachment order until disposal of the writ. These writ petitions are pending hearing.

Appointment of Special Auditor and re-assessment proceedings

Financial years 200142 and 2006-07:

The Assessing Officer had commissioned a special audit which has been challenged by the Company on its validity and terms vide writ petitions filed before the Hon'ble High Court of Andhra Pradesh (the "A.P. High Court"). The said petitions are pending hearing.

In August, 2011, the Additional Commissioner of Income Tax issued the Draft of Proposed Assessment Orders accompanied with the Draft Notice of demand amounting to Rs. 7960.300 Millions and Rs. 10757.300 Millions for the financial years 2001-02 and 2006-07, respectively, proposing variations to the total income, including variations on account of Transfer Pricing adjustments. The Company has filed its objections to the Draft of Proposed Assessment Orders for the aforesaid years on September 16, 2011 with the Hon'ble Dispute Resolution Panel. Hyderabad which is pending hearing. Financial years 2002-03 and 200708:

In December 2011, the Additional Commissioner of Income Tax appointed a Special Auditor under section 142(2A) of the Income Tax Act. 1961 to audit the accounts of the Company for financial years 2002-03 and 2007-08

The above disputes may result in additional interest/penalty in case of an unfavourable order being finalized.

Provision for tax

The Company is carrying a total amount of Rs. 5606.700 Millions (net of payments) [As at March 31, 2012: Rs. 5227.900 Millions (net of payments)] towards provision for taxation including provisions pertaining to prior years for which the assessments are under dispute. Considering the effects of financial irregularities, status of the disputed tax demands and the appeals claims pending before the various authorities, the consequent significant uncertainties regarding the outcome of these matters and the significant uncertainties in determining the tax liability, the Company has been professionally advised that it is not appropriate to make adjustments to the provisions pertaining to aforesaid prior years at this stage.

8. Aberdeen action (USA)

On November 13, 2009, a trustee of two trusts that are purported assignees of the claims of twenty investors who

had invested in the Company's ADS and common stock, filed a complaint against the Company, its former auditors and others ("the Action") alleging losses suffered by the twenty investors (Claimants) to be over USD 68 Million.

On July 27, 2012, the Company entered into an Agreement of Settlement ("the Settlement") with Aberdeen Claims Administration, Inc., the trustee for the two trusts and the twenty underlying investors.

The obligations incurred pursuant to the Settlement are in full and final disposition of the Action and the appropriate consent order of the Court in the Southern District of New York has been received in the current quarter. Under the Settlement, the Company is required to inter-alia deposit in an Escrow Account an amount of USD 12 Million ("Settlement Amount").

An amount of Rs. 667.300 Millions, being the rupee equivalent of the Settlement Amount has been expensed and disclosed as an Exceptional item with an equivalent amount being reversed from provision for contingencies during the quarter ended June 30, 2012

9. Other income includes:

(Rs. In Millions)

Particular	Quarter ended 30.09.2012 (Unaudited)	Quarter ended 30.06.2012 (Unaudited)	Half Year ended 30.09.2012 (Audited)
Gain / (Loss) on Exchange Fluctuations (Net)	(804.100)	585.100	(219.000)

10. Exceptional items

The exceptional items (income) / expenditure are stated as under:

(Rs. In Millions)

Particular	Quarter ended 30.09.2012 (Unaudited)	Quarter ended 30.06.2012 (Unaudited)	Half Year ended 30.09.2012 (Audited)
Disputed matters settled	--	667.300	667.300
Release from provision for contingencies	--	(667.300)	(667.300)
Total	--	--	--

11. Tax expense

Tax expense comprises current tax and deferred tax.

Current tax

The Company has made provision towards current tax in respect of its domestic operations for the quarter and half year ended September 30, 2012. Further, the Management has assessed the Company's tax position in respect of its overseas operations taking into account the relevant rules and regulations as applicable in the respective countries. Based on professional advice, it has determined that the provision made currently is adequate.

Deferred tax

Recognition of deferred tax is as permitted by the Accounting Standard (AS) 22 on Accounting for Taxes on Income, taking into account the principles of prudence in respect of certain items.

12. Previous period figures

Previous period figures have been regrouped, wherever necessary.

13. Qualifications in the Auditors Report

The qualifications made by the Auditors in their audit report for the half year ended September 30, 2012 and their limited review report for the quarter ended September 30, 201 2 are set out as under. These qualifications were also made in the Auditors' report for the year ended March 31. 2012 and in their limited review report, for the quarter ended June 30, 2012

(a) Inability to comment on any adjustments/disclosures which may become necessary as a result of further findings of the ongoing investigations/ legal proceedings by the regulatory authorities and the consequential impact, if any, on the financial results.

(b) Inability to comment on the accounting treatment/disclosure of the unexplained amounts aggregating Rs. 11393.200 Millions accounted under "Unexplained differences suspense account (net)" which was fully provided for in the financial results for the year ended March 31, 2009.

(c) Inability to determine whether any adjustments/disclosure will be required in respect of the alleged advances amounting to Rs. 12304.000 Millions (net) and in respect of the non-accounting of any damages / compensation I interest in the financial results.

Inability to comment on the consequential impact, if any, in relation to the Aberdeen (UK) Complaint, filed by certain investors in the United Kingdom, the outcome of which is not determinable at this stage.

Inability to comment on the adequacy or otherwise of the provision for taxation pertaining to prior years for which

the assessments are under dispute and the consequential impact, if any, due to uncertainties regarding the outcome of the tax disputes and the tax demands pending before various authorities.

WEBSITE DETAILS

NEWS

PRESS REALEASE

MSAT REPORTS STELLAR Q2 PERFORMANCE!

REVENUES AT RS 19380.000 MILLIONS; UP 23% YOY

EBITDA UP 73% YOY;

Hyderabad, India, October 30, 2012: Mahindra Satyam, a leading global consulting and IT services provider, today announced its audited consolidated financial results under Indian GAAP for the second quarter ended September 30, 2012

Financial Highlights for the quarter ended September 30, 2012

• Consolidated Revenues at Rs 19380.000 Millions, up 23% YoY
• EBITDA at Rs 4170.000 Millions, up 73% YoY, margin at 21.5%
• PAT at Rs 2780.000 Millions, as compared to Rs 2380.000 Millions in the previous year
• EPS was Rs 2.36 per share in Q2

Financial Highlights in USD (per convenience translation)

• Consolidated Revenues at USD 354 million, up 3.5% QoQ
• EBITDA at USD 76 million
• PAT at USD 51 million

Other Highlights:

• Total headcount stood at 36,787 as of September 30, 2012, a net addition of 791 QoQ
• IT Attrition improves to 13.1% in Q2FY13 as compared to 14.1% in last quarter
• Total Active clients stood at 363 on consolidated basis
• Cash and cash equivalent stood at Rs 30620.000 Millions as on September 30, 2012

Vineet Nayyar, Chairman, Mahindra Satyam, said, "Our strong focus on growth and operational efficiencies continue. Our strengths in certain key verticals and competencies combined with increasing client confidence helped us deliver on both revenue growth and operating margins."

Speaking on the occasion, CP Gurnani, CEO, Mahindra Satyam, said, “With investments in new infrastructure, focus on strengthening industry partnerships and a lower than industry attrition, Mahindra Satyam is firing on all engines towards its next three year transformation journey. Our focus on traditional domains continue and greater investments are being made into NMACS as a step towards our future readiness”

Key Wins

• Awarded contract by a leading National Regulatory Authority in the area of Enterprise Business Solutions (EBS)

• Selected by a leading small aircraft manufacturing company for its SAP maintenance and support services

• Chosen by a leading Oil and Gas Exploration, Production and Transportation Company for implementation of its Geo Disaster Recovery system

• Awarded mobile testing and certification project in Collaboration with Tech Mahindra by a leading Japanese mobile manufacturer

Key Appointment

• Edward Pretty appointed as Chairman: Australia and New Zealand operations of Mahindra Satyam. The move is towards expediting rapid expansion and creating deeper relationships in the Australian, New Zealand and Asian markets

Partnership

• Partnered with IFS, the global enterprise applications company, for joint sales and marketing activities around the IFS Applications software suite as well as staff training. The companies will cooperate on a number of key market opportunities and are already working together on a number of large projects

Infrastructure

Mahindra Satyam announced the commencement of construction of its IT Development Center during the Ground Breaking Ceremony in MIHAN SEZ, Nagpur. As part of Expansion Program, the company will setup up 1,000 seat capacity IT Development Centre with an initial investment of around Rs.80 cr. The Phase-I of the Campus would be operational within 15-18 months period and as per the Master Plan for expanding operations in Nagpur in a phased manner. Mahindra Satyam also announced its expansion at Bhubaneswar (Odisha) to expand the existing Campus.

Awards, References, New Product launches

• Wins the Frost and Sullivan 2012 APAC Best Practices award for "Excellence in growth" category

• Launched a new accelerated framework "Apparel and Fashion xPress" for Oracle Retail implementations. Apparel and Fashion xPress caters to specific business functionality requirements of Mid-market Fashion and Apparel Retailers in the areas of global sourcing and procurement

• Launched Motor Vehicle Enterprise Solution (MOVES) for modernizing Department of Motor Vehicles’ business operations in USA.  MOVES addresses the needs of financially constrained state and local governments to move into the future with a proven software platform that not only delivers a better DMV customer experience but also reduces the risk of implementation

• Mahindra Satyam announced the global launch of its unique infotainment solution under the aegis of its “Connected Vehicle Concept”. While several players in this space have been focusing on bringing a standalone product offering to market, Mahindra Satyam with its proven expertise in Infotainment and Telematics has positioned itself as an end-to-end solution provider with this launch

• Launched business insights solution REIMS - Retail Enterprise Information Management System, which will enable global retailers improve decision-making processes. This would help retailers to swiftly identify the optimal courses of action to achieve their business objectives

• Launched HealthConnection™, a health insurance exchange (HIX) solution that complies with U.S. Affordable Care Act requirements for establishing health insurance exchanges for businesses, employers and individuals.

About Mahindra Satyam

Mahindra Satyam is a leading global business and information technology services company that leverages deep industry and functional expertise, leading technology practices, and an advanced, global delivery model to help clients transform their highest-value business processes and improve their business performance. The company's professionals excel in enterprise solutions, supply chain management, client relationship management, business intelligence, business process quality, engineering and product lifecycle management, and infrastructure services, among other key capabilities.

Mahindra Satyam is part of the $15.4 billion Mahindra Group, a global federation of companies and one of the top 10 business houses based in India. The group focuses on enabling people to rise. Mahindra operates in the key industries that drive economic growth, enjoying a leadership position in tractors, utility vehicles, information technology, vacation ownership, rural and semi-urban financial services, etc. Mahindra has a significant and growing presence amongst others, in the automotive industry, agribusiness, aerospace, automotive components, consulting services, defence, energy, industrial equipment, logistics, real estate, retail, steel and two wheelers.

Mahindra Satyam development and delivery centers in the US, Canada, Brazil, the UK, Hungary, Egypt, UAE, India, China, Malaysia, Singapore, and Australia serve numerous clients, including many Fortune 500 organizations.

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs. 54.84
UK Pound	1	Rs. 88.54
Euro	1	Rs. 72.63

INFORMATION DETAILS

Report Prepared by :

DPT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	4
PAID-UP CAPITAL	1~10	4
OPERATING SCALE	1~10	4
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	4
--PROFITABILIRY	1~10	4
--LIQUIDITY	1~10	4
--LEVERAGE	1~10	4
--RESERVES	1~10	4
--CREDIT LINES	1~10	3
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	YES
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		35

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
-	NB	New Business	-

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.