<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



       Date of Report (Date of earliest event reported) February 11, 2004
                                                       ------------------


                                  Syntel, Inc.
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             (Exact Name of Registrant as Specified in Its Charter)


                                    Michigan
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                 (State or Other Jurisdiction of Incorporation)


              0-22903                              38-2312018
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        (Commission File Number)        (IRS Employer Identification No.)


        525 E. Big Beaver Road, Suite 300, Troy, Michigan        48083
       ------------------------------------------------------------------
               (Address of Principal Executive Offices)       (Zip Code)


                                 (248) 619-2800
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              (Registrant's Telephone Number, Including Area Code)


       ------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)





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ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

(c)  Exhibits.

       Exhibit
       Number
       -------
    
       99.1      Press Release dated February 11, 2004.



ITEM 12.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On February 11, 2004, Syntel, Inc. (the "Company") issued a press release
announcing results of operations and related financial information for the
fourth quarter and full year ended December 31, 2003. A copy of the press
release is attached to this Report as Exhibit 99.1. The information contained in
this Current Report, including Exhibit 99.1, is being furnished and shall not be
deemed to be "filed" for the purposes of Section 18 of the Securities and
Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the
liabilities of that Section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933 or the Exchange Act, except if the
Company expressly states that such information is to be considered "filed" under
the Exchange Act or incorporates it by specific reference in such filing.








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                                   SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                                   Syntel, Inc.
                                   ------------------------------------------
                                                  (Registrant)




Date     February 11, 2004        By            /s/ Keshav Murugesh
       --------------------          ----------------------------------------
                                     Keshav Murugesh, Chief Financial Officer









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EXHIBIT INDEX


Exhibit No.           Description


99.1                  Press Release dated February 11, 2004.









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                                                                    EXHIBIT 99.1

( BW)(MI-SYNTEL)(SYNT) Syntel Reports Fourth Quarter and
Full-Year 2003 Results

   Business Editors/High-Tech Writers

   TROY, Mich.--(BUSINESS WIRE)--February 11, 2004--Syntel, Inc. (NASDAQ: SYNT):

   Highlights:

   --  Revenue for Q4 was $47.4M and FY2003 was $179.5M

   --  Gross margin for the Q4 and FY2003 was 43.6% and 43.3%,
       respectively

   --  EPS for Q4 and FY2003 was $0.27 and $0.99 per diluted share,
       respectively

   --  Global headcount grew by 1,067 to 3,861 in 2003

   --  Year end 2003 cash balance & marketable securities of $136.8M

        Syntel, Inc. (NASDAQ: SYNT), a global information technology services
firm, today announced financial results for the fourth quarter and full-year
ended December 31, 2003.
        "We are very pleased with our performance for the fourth quarter and
full-year, as we continued to show improvement across our key business metrics,"
said Bharat Desai, Syntel Chairman and CEO. 
        Syntel's total revenue for the fourth quarter increased 20 percent to
$47.4 million, compared to $39.4 million in the prior-year period and 7 percent
sequentially from $44.1 million in the third quarter of 2003. The Company's
gross margin was 43.6 percent in the fourth quarter of 2003, compared to 43.6
percent in the prior-year period and 41.6 percent in the third quarter of 2003.
        Syntel's
 income from operations was 27.5 percent in the fourth quarter,
compared to 38.3 percent in the prior-year period and 29.5 percent in the third
quarter of 2003. Matters of litigation related to the Metier transaction, an IT
services company that Syntel acquired in 1999 were settled during the fourth
quarter of 2002. Accordingly, $5.7 million of accrued Metier liabilities were
reversed into income during that quarter, resulting in higher than usual income
from operations.
        Net income for the fourth quarter was $10.9 million or $0.27 per diluted
share compared to $11.2 million or $0.28 per diluted share in the prior year
period, and $10.8 million or $0.26 per diluted share in the third quarter of
2003.
        For the full-year 2003, Syntel's revenue increased more than 11 percent
to $179.5 million, compared to $161.5 million in 2002. Net income for 2003 was
$40.3 million or $0.99 per diluted share, compared to $32.5 million or $0.81 per
diluted share in 2002. The Company finished 2003 with gross margin of 43.3
percent compared to 41.8 percent in 2002. Year-over-year, Syntel's key focus
area of applications outsourcing grew by 19.7 percent and now accounts for 76
percent of total revenue.
        During 2003, Syntel added 33 new corporate clients and launched 235 new
engagements. Syntel signed 16 new "hunting licenses" or preferred partnership
agreements with Global 2000 corporations and finished 2003 with 56 of these
strategic relationships in place.
        Syntel's financial position and cash generation remain very strong. The
Company ended 2003 with $136.8 million in cash and marketable securities. In the
third quarter of 2003, Syntel paid a

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special one-time dividend of $1.25 per share and initiated a $0.06 per share
quarterly dividend. The Company remains debt-free.
        "Syntel reached several milestones in 2003," added Desai. "We reached
the 3,861 employee mark, which was an addition of over 1,000 employees during
the year. We also reached 2,664 billable consultants, with the addition of over
500. Syntel also recorded its highest quarter and best year overall with respect
to revenue. For the first time, Syntel delivered a higher percentage of client
work from India, which reflects customer demand and our strong push to more
fully leverage our robust Global Development Center network. Syntel will
continue to focus on delivering enhanced value to our key strategic clients in
2004 and look to further leverage our strength as a culturally-aligned IT
partner to accelerate growth."

        Outlook

        "Syntel remains cautiously optimistic with respect to 2004," said Keshav
Murugesh, Syntel's Chief Financial Officer. "We continue to work closely with
our key clients to accelerate their outsourcing activity levels, but forecasting
the timing of that acceleration continues to present a challenge.
        "Currently we expect 2004 revenue to be in the range of $198 million to
$208 million and diluted earnings per share between $0.92 and $1.00. This
guidance reflects our aggressive hiring plans as well as investments necessary
to fuel our growth."

        Syntel to Host Conference Call

        Syntel will discuss its fourth quarter performance today on a conference
call at 10:00 a.m. (Eastern). To listen to the call, please dial (888) 689-9220.
The call will also be broadcast live via the Internet at Syntel's web site:
www.syntelinc.com under the "Investor Relations" section. Please go to the web
site at least 15 minutes prior to call start time to register and download any
necessary audio software. A replay will be made available by calling (800)
642-1687 and entering "5025359" beginning at 1 p.m. (Eastern) on February 11,
2004 through midnight (Eastern) on February 16, 2004.

        About Syntel

        Syntel (SYNT) is a leading global provider of custom outsourcing
solutions in a broad spectrum of information technology and information
technology-enabled services. The Company's vertical practices support the entire
Design-Build-Operate-Optimize lifecycle of systems and processes for
corporations in the Financial Services, Insurance, Retail, Health Care and
Automotive industries. The first US-based firm to launch a Global Delivery
Service to drive speed-to-market and quality advantages for its customers,
Syntel now leverages this efficient model for the majority of its Global 2000
customers. Recently named one of Forbes Magazine's "Best 200 Small Companies in
America," Syntel has over 3,800 employees worldwide, is assessed at Level 5 of
the SEI's CMM and is ISO 9001:2000 certified. To learn more, visit us at:
www.syntelinc.com.

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                          SYNTEL, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENT OF INCOME
                      (in thousands, except per share data)


<TABLE>
<CAPTION>

                                 3 MONTHS             12 MONTHS
                                ENDED DEC 31         ENDED DEC 31
                              ------------------  -------------------
                                 2003     2002      2003       2002
                              --------- --------  --------- ---------
<S>                           <C>       <C>       <C>       <C>  
Revenues (net)                 $47,409  $39,391   $179,507  $161,507
Cost of revenues                26,725   22,216    101,699    94,010
                              --------- --------  --------- ---------
Gross profit                    20,684   17,175     77,808    67,497
Selling, general and
 administrative expenses         7,627    7,776     27,396    31,421
Write Back related to Metier
 Settlement                          0    5,698          0     5,698
                              --------- --------  --------- ---------

Income from operations          13,057   15,097     50,412    41,774

Other income, principally
 interest                        1,076      985      3,168     3,191
                              --------- --------  --------- ---------

 Income before income taxes     14,133   16,082     53,580    44,965

Income tax                       3,190    4,790     13,242    12,338
                              --------- --------  --------- ---------

Net income before loss from
 equity investment and
investment write off            10,943   11,292     40,338    32,627

Profit / Loss from equity
 investment                          0      141         34       141
                              --------- --------  --------- ---------
 Net income                    $10,943  $11,151    $40,304   $32,486
                              ========= ========  ========= =========

EARNINGS PER SHARE
 Basic                           $0.27    $0.29      $1.02     $0.84
 Diluted                         $0.27    $0.28      $0.99     $0.81

 Weighted average common
  shares outstanding:

 Basic                          40,000   38,913     39,609    38,733
                              ========= ========  ========= =========
 Diluted                        41,081   40,304     40,797    39,917
                              ========= ========  ========= =========
</TABLE>


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                          SYNTEL, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                 (in thousands)

                                            December 31,  December 31,
                                                2003          2002
                                            ------------  ------------

                    ASSETS

Current assets:
  Cash and cash equivalents                    $110,699      $134,976
  Investments, marketable securities             26,137         5,737
  Accounts receivable, net  of provision for
   doubtful accounts                             32,429        24,329
  Advanced billings and other current assets      5,931         9,674
                                              ----------  ------------

       Total current assets                     175,196       174,716

Property and equipment                           25,617        20,950
  Less accumulated depreciation                  18,502        15,801
                                              ----------  ------------

       Property and equipment, net                7,115         5,149

Goodwill                                            906           906

Deferred income taxes and other noncurrent
 assets                                           2,864         2,801
                                              ----------  ------------
                                               $186,081      $183,572
                                              ==========  ============

                 LIABILITIES

Current liabilities:
  Accrued payroll and related costs             $11,851       $11,885
  Income taxes payable                            6,507         2,530
  Accounts payable and other current
   liabilities                                    9,861         9,027
  Deferred revenue                                4,456         5,286
                                              ----------  ------------
       Total liabilities                         32,675        28,728

             SHAREHOLDERS' EQUITY


Total Shareholders' equity                      153,406       154,844
                                              ----------  ------------
Total liabilities and shareholders' equity     $186,081      $183,572
                                              ==========  ============


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