1. 1 © Mahindra Satyam 2009 Version 1.0 Bid Management Process

2. 2 © Mahindra Satyam 2009 Bid Management Process Purpose The intent is to outline the process for opportunity management in order to:  Generate feasible proposals and quotations that meet the needs and requirements of all potential customers  Ensure bid preparation activity with optimal efficiency  Win the business contract from the Customers Scope  Starts with Relationship Manager or Sales Manager receiving the RFI /RFP from the Customer or Prospect  Ends with the knowledge capture of the submitted proposal post win/loss and handling over to delivery  Covers all the RFIs / RFPs /Tenders / Pre-Bid Qualification information received from a Lead / Prospect / Customer irrespective of the domain or naming conventions such as government bids/tender, etc., Out of Scope: Proposals out of the scope from the Bid Management process are those where there is no change in prevailing contractual terms and conditions and the bids that are covered under the following categories:  Repeat business in terms of work packages (PO/WO)  Business arising due to Change Control in current proposals/contracts  Extension of existing contracts  Standard Contracting Assignments on T&M basis where existing person day-rates are not being changed  Contracts between Mahindra Satyam and other parties who provide products or services, which are covered separately by the Vendor Management process.

3. 3 © Mahindra Satyam 2009 Key Highlights Comprehensive process covering end-to-end management of bids Integration of all sub-processes (for ex: 30-60-90, Estimation) which were earlier managed in silos Checklists for Bid Qualification, Bid review, Contract sign-off and Transition to Delivery are introduced Authority matrix highlighting approval levels for various bid sizes Integrated Win room process touch points Bid Manager as a role is identified in the process Sign-off by Delivery Head is introduced Process elements for formal Transition to delivery is introduced Win/loss analysis and repository creation/Updation is introduced

4. 4 © Mahindra Satyam 2009 Bid Management Process – High Level 4 Bid PlanningBid Review Proposal Defense & Deal Finalization Transition to Delivery Contract Sign-off

5. 5 © Mahindra Satyam 2009 Bid Management Process YES Submit Proposal RFI / RFP with OPID and updated / Opportunity information in xSell Proxima Bid Planning Bid Qualification Bid-No Bid Criteria Bid Go Ahead? END YES NO Bid Strategy and Planning Proposal Defense & Deal Finalization Proposal Defense NO Transition to Delivery Bid Closure Review & Win-loss Analysis KT and Handover to Delivery END Contract Review, Negotiations and Sign Off by Delivery, CoRCC, HR, Commercials, Corporate Services, Finance, Legal & Corporate Develop 1. Solution 2. Delivery Plan 3. Commercials 4. Risks Develop 1. Solution 2. Delivery Plan 3. Commercials 4. Risks Touch Points Estimation Process 30-60-90 Planning Process Contract Management – Finance Contract Management – Legal Touch Points Repository Updation Archive Contract documents Bid Review Contract Signoff Review & Approval by Delivery, CoRCC, HR, Commercials, Corporate Services, Finance, Legal & Corporate Bid Approval ? YES Contract Approved? YES NO Bid Shortlisted ? NO Win Room to be involved for all deals >=$3M

6. 6 © Mahindra Satyam 2009 PHASE I - Bid Planning 6 PROCESS RFI / RFP with OPID and updated / Opportunity information in xSell Proxima Define scope Conduct Kick-off Meeting with all Stakeholders Responsibility INPUTS Sales / Relationship Manager Pre-Sales, Sales / Relationship Manager Bid Manager, Presales, Solutions, Delivery (IBU &CDU) RFP/ RFI/ RFQ/LOI / Any other Opportunity Info Executive Summary Template Bid-No Bid Checklist Primary Accountability Understand Requirements Identify all stakeholders (to involve Win Room if bid value >=3m US$ ?) Bid Manager, Sales /Relationship, Presales, Solutions, Delivery (IBU & CDU), Legal, Finance, Win Room, CoRCC, HR, Commercials, Corporate Services Bid Manager, Pre- Sales, Win Room Win Room to be involved for all deals >=$3M Identify Bid Manager IBG/IBU Sales Head A A

7. 7 © Mahindra Satyam 2009 7 PROCESS Bid Strategy and Planning (Key Deliverables, Timelines) Develop 1. Solution 2. Delivery Plan 3. Estimations 4. Pricing 5. Procurement 6. Risks 7. Assumptions Responsibility INPUTS Bid Manager Bid Manager, Bid Team, Pre-Sales, Solution, * Delivery Head (IBU & CDU), Legal, Finance, CoRCC, HR, Corporate Services, Quality, Sales / Relationship Bid Manager, Presales, Solutions, Bid Team 1.Proposal Checklist 2.Proposal Schedule 1.Solution Architecture Brainstorming Worksheet 2.Estimation Procedure, templates 3.Risk Management Plan Template 4.30-60-90 Planning Process Form Bid Team Primary Accountability Customer Intelligence A A Deviations identified during Bid Review B B Integrate Proposal Sales / Relationship Manager PHASE I - Bid Planning Contd. C C Bid Go Ahead? END NO YES

8. 8 © Mahindra Satyam 2009 8 PROCESS Responsibility INPUTS Delivery Head / Rep (IBU & CDU) 1.Integrated Proposal 2.Bid Review Checklist 3.Proposal Response Review Checklist 4.Delivery Manager’s Validation Checklist 5. Proposal Approval Checklist 6. Deal Review Checklist (Win Room) 7. Deal Review Process (Win Room) Y Delivery Review * No Proposal will be finalized without the sign off from Delivery Primary Accountability PHASE II – Bid Review Other SSUs (CoRCC, HR, Commercials, Corporate Services) Reviews Finance Review Legal Review Corporate Review** Approved C C C C C C B B D D Y Y Y NN N N CoRCC, HR, Commercial, Corporate Services Head / Rep Finance Head / Rep Legal Head / Rep IBG Head / IBD Head, COO / CEO / CFO Submit Proposal Sales / Relationship Manager Exceptions / Deviations Approved? Approved Rejected - to be Re-Worked Rejected END To be used for deals $3M & above ** All deviations identified by Finance & Legal to be approved by Corporate

9. 9 © Mahindra Satyam 2009 PHASE III - Proposal Defense & Deal Finalization 9 PROCESS Proposal Defense BAFO** Accepted ? Responsibility INPUTS 1.Submitted Proposal 2.Guidelines for Due Diligence N Y Proposal Shortlisted? N 1.Contract Management - Legal 2.Contract Management - Finance * During Negotiations, compromise to be made on commercials and not on effort beyond what delivery agrees Primary Accountability Contract Negotiation Bid Manager, Bid Team, Pre-Sales, Solution, * Delivery Head (IBU & CUD), Legal, Finance, CoRCC, HR, Corporate Services, Quality, Sales / Relationship D D E E G G Customer Y Bid Won Negotiation Possible? Y N F F ** Best And Final Offer Deviations identified during Contract Review, for re- Negotiations

10. 10 © Mahindra Satyam 2009 10 PROCESS Responsibility INPUTS Delivery Head / Rep (IBU & CDU) 1.Contract from Customer 2.Contract Sign-off Checklist Y Delivery Review Note: Sign off from Delivery is mandatory Primary Accountability PHASE IV – Contract Signoff Other SSUs (CoRCC, HR, Commercials, Corporate Services) Reviews Finance Review Legal Review Corporate Review** Sign Off F F F F E E YYY NN N N Finance Head / Rep Legal Head / Rep G G F F Exceptions / Deviations Approved? Approved Rejected to be Re-Negotiated With Customer Rejected ** All deviations identified by Legal to be approved by Corporate IBG Head / IBD Head, COO / CEO / CFO CoRCC, HR, Commercial, Corporate Services Head / Rep

11. 11 © Mahindra Satyam 2009 PHASE V - Transition to Delivery 11 PROCESS Bid Closure Review/ Win- loss Analysis Handover all documents / Knowledge Transition to Delivery Responsibility INPUTS Bid Manager, Sales, Relationship, Solutions, Delivery (IBU & CDU), Legal, Finance, Bid Team Bid Manager, PreSales, Solutions Bid Manager, Delivery Head / Rep (IBU & CDU) 1.Customer Feedback Form 2.Deal Win-Loss Analysis Template Update Repository in PreSales Portal Archive copy of Contract END Legal, Finance Rep 1.Extract Learning Report 2.Final Proposal Primary Accountability Sign off from Delivery Presales, Bid Manager G G Bid Won Transition to Delivery Checklist

12. 12 © Mahindra Satyam 2009 Roles & Responsibilities 12

13. 13 © Mahindra Satyam 2009 Roles & Responsibilities IBG/IBU Heads Ensure pipeline data compliance and accuracy of data on xSell Proxima Identify the Bid Manager Identify the right Deal Owner for Win Room Deals and communicating to Win Room Participate in deal reviews: Blue Team Reviews, Red Team Reviews & LOS Reviews Validate of all information on Deal Wins and Losses: IBG Heads will be copied on all Win Room-Deal Team communication Act as the First point of resolution for deal teams Deal Team staffing Deal related escalations and support requirements For Win Room support, be in loop for all support requirements Help in Bid/No-Bid decision, where required Final Bid Sign-off based on clearance from Solution, Delivery, Legal and Finance.

14. 14 © Mahindra Satyam 2009 Roles & Responsibilities Sales / Relationship Team Qualify opportunity, update opportunity info in xSell Proxima and provide OPID info Participate in bid qualification/chances of winning and identify risks Participate in Bid/ No-Bid decision Receive and dispatch customer documentations e.g. RFP, RFQ, RFI, LOI etc. Inform customer drivers, preferences and background to the bid team Provide information about likely competition and their strengths/weaknesses Liaison with the customer for seeking clarifications queries Inform the bid team of happenings at the customer end and competition activities Prepare the Executive Summary and get the same reviewed Bid submission and related logistics Commercial Interaction with third-party suppliers Provide support during Proposal Defense.

15. 15 © Mahindra Satyam 2009 Roles & Responsibilities Bid Manager Carries end to end responsibility from the receipt of the proposal to the closure of the bid Proposal Planning & Tracking Responsible for Bid /No-Bid Decision Provide Response Strategy Obtain necessary approvals required for the bid Overall Co-ordination for strategic decisions & directions Participate in proposal defense Participate in contract review Ensure knowledge capture and updation of repository Ensure transition to delivery with sign-off in case of Win Responsible for production of the bid, integrating technical and other sections of the document Responsible for the final version of the proposal Agree and Track SLAs with all Stakeholders participating in the Bid Bid Team Provide support in proposal planning, tracking, and identification of risks Provide support in preparing & review effort estimates Review proposal for alignment with the acceptance criteria Quality Estimation Approach & Review Provide description of various process and company wide quality metrics Review bid process periodically Provide standard updated documentation on Quality management practices

16. 16 © Mahindra Satyam 2009 Roles & Responsibilities Delivery Head / Delivery Team (IBU / CDU) Help in Bid/No-Bid decision based on experience with the customer and delivery capabilities Assign Proposal manager and delivery support staff Proposal / Executive summary review Provide delivery experience collateral relevant to the bid Prepare and review effort estimates Technical Interaction with third-party suppliers Prepare project team build-up plan Bid response Sign-off during bid review and contract sign-off Provide support during Proposal Defense. Solution Team Help in Bid/No-Bid decision based on technical capability and availability of skilled resources Provide technical solution and technology consultancy Liaison with third party product or technical services suppliers Provide product or technology comparisons and recommendations Prepare technology specific description in the proposal Identify and engage with external consultants or experts to assist in the bid preparation Prepare and review technical effort estimates Cost/ benefit analysis of alternate solutions thereby adding value to customer Provide support during Proposal Defense.

17. 17 © Mahindra Satyam 2009 Roles & Responsibilities Finance Help in Bid/No-Bid decision depending on commercial risks and profits. Build proposal costing and commercial models Create commercial scenarios for pricing decisions (ex: taxes, insurance, shift-allowances, warranty, etc.,) Calculate proposal pricing and margin/ sensitivity analysis Calculate cash flow against milestones and credit period. Undertake customer credit check for new customers Highlight tough and risky legal and commercial terms with revenue impact and obtain corporate approvals, if any. Signoff on financials of the bid response during bid review and contract signoff Legal Conduct due diligence of legal terms and conditions Negotiate contract terms with customer-end legal counterparts Draft NDA, MoUs, MSAs, Subcontracting Agreements, Alliance Agreements, Master Consulting Agreements, Teaming Agreements and IP related agreements etc. Highlight tough and risky legal and commercial terms to Corporate and the respective Stakeholders Obtain corporate approval on all identified deviations before Sign-off Ensure language in proposal ties in with Terms & Conditions Signoff on legal aspects of the bid response during bid review and contract signoff Win Room: Support to all Large Deals Management of Bid Information Facilitation and institutionalization of Deal Reviews Support and guidance through deal Mentors Support though high level Corporate intervention Win / Loss Analysis MSAT Pipeline management and Corporate reporting

18. 18 © Mahindra Satyam 2009 CoRCC Ascertain availability of required project resources and assist in formulating resource build plan for the bid Develop Resource strategy for complex or large bids Provide CVs for the proposals Resource through contracting agencies and agree on contractor rates Maintain/ Provide up-to-date skill-wise data for inclusion in Bids HR Describe various HR practices for inclusion in bids where specifically asked Develop HR strategy for bids where transfer of customer people in scope Assist PSD in recruiting skills to meet the resource build plan Provide resource numbers data, attrition rates and other demographics Ensure VISA ready / immigration clearance associate available as per the requirement Insurance coverage to be taken care of by HR Engage local partner for recruitment in demographics as required and obtain the necessary approvals Commercial Vendor/sub-contractor selection & management Support in securing quotes for procurement and help in price negotiations Provide guidance on Procurement Policy Create commercial scenarios for pricing decisions Sign-off on vendor/sub-contractor terms & conditions Corporate Services Support in necessary logistic arrangements Provide cost inputs for workstation availability, setup etc. required for project execution Roles & Responsibilities

19. 19 © Mahindra Satyam 2009 Annexures 19

20. 20 © Mahindra Satyam 2009 Templates / Checklists / Guidelines 20 1.Bid-No Bid Checklist 2.Executive Summary Template 3.Proposal Preparation Checklist 4.Proposal Schedule 5.Solution Brainstorming Worksheet 6.Risk Management Plan 7.Bid Review Checklist 8.Contract Sign-off Checklist 9.Estimation Review Checklist 10.Finance Effort Estimation Sheet 11.Deal Win-Loss Analysis Template 12. * Empowerment Matrix 13.Customer Feedback Form 14.Extract Learning Report 15.Deal Review Template (Win Room) 16.Deal Review Policy (Win Room) 17.Transition to Delivery Checklist 18. ** Standard Rate Card Method * Esupport >> Collaboration >> SSU >> Finance >> Pricing Portal >> Process & Empowerment ** Esupport >> Collaboration >> SSU >> Finance >> Pricing Portal >> Pricing Methods (write to finance for access to rate cards)

21. 21 © Mahindra Satyam 2009 Reference Processes: 21 ProcessPath in Qualify Contract Management - Finance Qualify >> Support Processes >> Finance >> Contract Management Contract Management -Legal Qualify >> Support Processes >> Legal >> Contact Management Estimation ProcessQualify >> Generic >> Project Estimation 30-60-90 Planning Process Qualify >> Support Processes >> CORCC >> Resource Planning >> Demand Planning Contract Review ProcedureQuality>>Customer Relationships>>Contract Review Win Room ProcessAvailable with Corporate Win Room team Pricing Portal (Empowerment Matrix, Std Rate Card Method) Esupport >> Collaboration >> SSU >> Finance >> Pricing Portal

22. 22 © Mahindra Satyam 2009 mahindrasatyam.net Safe Harbor This document contains forward-looking statements within the meaning of section 27A of Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements contained herein are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements. Satyam undertakes no duty to update any forward-looking statements. For a discussion of the risks associated with our business, please see the discussions under the heading “Risk Factors” in our report on Form 6-K concerning the quarter ended September 30, 2008, furnished to the Securities and Exchange Commission on 07 November, 2008, and the other reports filed with the Securities and Exchange Commission from time to time. These filings are available at http://www.sec.gov 22