IGTE (MM)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2014

The accompanying unaudited Condensed Consolidated Financial Statements of IGATE Corporation (“IGATE” or the “Company”) have been prepared by management in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and disclosures required by GAAP. The Consolidated Financial Statements reflect all adjustments of a normal, recurring nature that are, in the opinion of management, necessary for a fair presentation of results for these interim periods.

The accompanying balance sheet and financial information as of December 31, 2013 is derived from audited financial statements but does not include all of the information and footnotes required by GAAP for complete financial statements. The results of operations for the three and six months ended June 30, 2014 are not necessarily indicative of the results that may be expected for the full year. These financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2013.

There have been no significant changes in our reported financial position or results of operations or cash flows or to our significant accounting policies as a result of the adoption of new accounting pronouncements as compared to our Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

Principles of Consolidation

The Condensed Consolidated Financial Statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated.

Use of Estimates

Preparing financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Actual results may differ from these estimates. Interim results are not necessarily indicative of results for a full year.

The changes in the carrying value of goodwill for the six months ended June 30, 2014 (in thousands) are as follows:

The following describes changes in the carrying value of intangibles for the six months ended June 30, 2014 (in thousands):

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IGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2014

As of June 30, 2014, intangible assets were comprised of the following (in thousands):

As of June 30, 2014 and December 31, 2013, accumulated amortization expense related to Intellectual property rights amounted to $4.9 million and $4.1 million, respectively, and Customer relationships amounted to $31.2 million and $26.7 million, respectively. Intangible assets are amortized over the remaining weighted average period of 11.5 years. Intellectual property rights are amortized over a weighted average period of 3.0 years. Customer relationship is amortized over its remaining useful life of 11.9 years.

Amortization expenses related to identifiable intangible assets were $2.7 million and $2.6 million for the three months ended June 30, 2014 and 2013, respectively and $5.3 million and $5.4 million for the six months ended June 30, 2014 and 2013, respectively. Future estimated annual amortization is as follows (in thousands):

On January 10, 2011, the Company entered into a securities purchase agreement, with Viscaria Limited, to raise equity financing to pay a portion of the cash consideration for the acquisition of IGATE Computer Systems Limited (“IGATE Computer”). Under the securities purchase agreement, the Company agreed to sell, in a private placement, up to 480,000 shares of newly designated 8.00% Series B Convertible Participating Preferred Stock, no par value per share (the “Series B Preferred Stock”), for an aggregate purchase price of up to $480 million. On February 1, 2011 and May 9, 2011, the Company issued 210,000 shares and 120,000 shares, respectively, of the Series B Preferred Stock for a consideration of $330 million.

Significant economic terms of the Series B Preferred Stock are as follows:

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IGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2014

The Company incurred issuance costs amounting to $3.4 million which have been netted against the proceeds received from the issuance of Series B Preferred Stock. The Series B Preferred Stock is being accreted over a period of six years. The amount accreted totaled $0.1 million each during the three months ended June 30, 2014 and 2013 and $0.3 million and $0.2 million during the six months ended June 30, 2014 and 2013, respectively. As of June 30, 2014 and 2013, the remaining unamortized balance of issuance costs was $1.9 million and $2.5 million, respectively.

The Company is accruing for cumulative dividends at a rate of 8.00% per annum, compounded quarterly. The amount of dividends accrued was $8.4 million and $7.8 million during the three months ended June 30, 2014 and 2013, respectively, and $16.5 million and $15.3 million during the six months ended June 30, 2014 and 2013, respectively.

As of June 30, 2014 and 2013, the shares of Series B Preferred Stock are potentially convertible into 21.1 million and 19.5 million shares of common stock, respectively.

On February 21, 2011, the Company entered into an arrangement with a bank for an unsecured revolving working credit facility of $70.0 million at an annual interest rate of LIBOR plus 195 basis points. On July 3, 2014, the interest rate was renegotiated to LIBOR plus 50 basis points. As of June 30, 2014, the Company had $18.0 million of availability under this line of credit. Interest expense for each of the three months ended June 30, 2014 and 2013 was $0.2 million and interest expense for each of the six months ended June 30, 2014 and 2013 was $0.4 million.

On May 10, 2011, the Company entered into a credit agreement with a bank for revolving credit commitments in an aggregate principal of $50.0 million, maturing on May 10, 2016. The proceeds are to be used for working capital and other general corporate purposes. This facility carries an interest rate of LIBOR plus 280 basis points. As of June 30, 2014, the Company had $50.0 million of availability under this revolving credit.

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IGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2014

On November 22, 2013, Pan-Asia iGATE Solutions (“Pan-Asia”), a 100% owned subsidiary of the Company, entered into a credit arrangement for a secured term loan facility with a consortium of banks, in an aggregate principal amount of $360 million, which was made available in two tranches. The first tranche comprised of $270 million maturing 60 months from the utilization date of November 25, 2013, carrying an interest rate of LIBOR plus 325 basis points. The second tranche comprised of $90 million maturing 9 months from the utilization date of November 25, 2013, carrying an interest rate of LIBOR plus 200 basis points. On July 18, 2014, Pan-Asia made a part payment of $29.0 million against the second tranche of the loan.

In connection with the term loan, the Company recorded an interest expense of $2.8 million and $5.6 million for the three months and six months ended June 30, 2014, respectively The Company incurred debt issuance costs of $8.9 million of which the amount amortized was $0.6 million and $1.3 million for the three and six months ended June 30, 2014, respectively.

This facility was used to pay down a portion of the Company’s Senior Notes in April 2014. IGATE Technologies Inc. (“ITI”), the immediate parent company of Pan-Asia, pledged 65% of its equity investment amounting to $394.4 million in Pan-Asia. The loan documents contain customary representations and warranties, events of default, affirmative, negative covenants and financial covenants and the loan was guaranteed by the Company and several of its 100% owned subsidiaries.

As of June 30, 2014, the Company was in compliance with all covenants associated with the aforementioned borrowings.

On April 2, 2014, the Company completed the private placement of $325 million aggregate principal amount of 4.75% Senior Notes due April 15, 2019 (the “Notes”) to several initial purchasers. The initial purchasers subsequently sold the Notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to persons outside the United States under Regulation S of the Securities Act. The Notes were issued pursuant to an indenture (the “Indenture”), dated as of April 2, 2014, by and among the Company, ITI, IGATE, Inc., IGATE Holding Corporation and Wilmington Trust, National Association (“the trustee”). The interest is payable semi-annually in cash in arrears on April 15 and October 15 of each year, beginning on October 15, 2014. The Notes are senior unsecured obligations of the Company guaranteed by the Company’s domestic 100% owned subsidiaries, as identified in Note 18, with exceptions considered customary for such guarantees under which a subsidiary’s guarantee would terminate.

The terms of the Indenture will, among other things, limit the ability of the Company and its restricted subsidiaries to (i) incur additional indebtedness or issue certain preferred stock; (ii) pay dividends on, or make distributions in respect of, their capital stock or repurchase their capital stock; (iii) make certain investments or other restricted payments; (iv) sell certain assets; (v) create liens or use assets as security in other transactions; (vi) merge, consolidate or transfer or dispose of substantially all of their assets; and (vii) engage in certain transactions with affiliates. These covenants are subject to a number of important limitations and exceptions that are described in the Indenture. The Indenture also contains certain financial covenants relating to Consolidated Total Leverage Ratio, Consolidated Total Secured Leverage Ratio and a Fixed Charge Coverage Ratio that the Company must comply with, when any of the above events occur. As of June 30, 2014, no such events have occurred.

The Notes will be redeemable, in whole or in part, at any time on or after April 15, 2016, at the redemption prices specified in the Indenture, together with accrued and unpaid interest, if any, to the redemption date At any time prior to April 15, 2016, the Company may redeem up to 40% of the aggregate principal amount of the Senior Notes with the net cash proceeds from certain equity offerings at a redemption price equal to 104.75% of the principal amount of such Senior Notes and accrued and unpaid interest, if any, to the redemption date. At any time and from time to time on or after April 15, 2016, the Company may redeem the Senior Notes, in whole or in part, at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest to the redemption date:

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IGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2014

Upon the occurrence of a change of control triggering event specified in the Indenture, the Company must offer to purchase the Senior Notes at a redemption price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase.

As of June 30, 2014, the amortizable debt issuance cost was $5.4 million, of which $1.0 million is accounted for as part of prepaid expenses and other current assets and $4.4 million as part of deposits and other assets. These costs are being amortized to interest expense over the balance period of approximately five years using the effective interest method. The amount amortized was $0.2 million each for the three and six months ended June 30, 2014. Interest expense (including amortized debt issue costs) for the three and six months ended June 30, 2014 was $4.0 million each.

Pursuant to the “Optional Redemption”, as per the terms of the indenture, dated April 29, 2011, the Company redeemed all the outstanding 9.00% Senior Notes of $770 million together with a make whole premium of $36.3 million on April 22, 2014 and charged the loss on extinguishment of $51.8 million (inclusive of unamortized debt issuance cost of $15.5 million) to earnings during the quarter. Interest expense (including amortized debt issue costs) for the three and six months ended June 30, 2014 was $4.5 million and $23.5 million, respectively, as compared to $18.9 million and $37.8 million for the three and six months ended June 30, 2013, respectively.

The provision for income taxes consists of provisions for federal, state and foreign income taxes. The Company operates in an international environment with significant operations in various locations outside the U.S. Accordingly, the consolidated income tax rate is a composite rate reflecting the earnings in various locations and the applicable tax rates. In the normal course of business, the Company is subject to examination by taxing authorities throughout the world, including such major jurisdictions as India, Canada and the United States.

The Company uses the estimated annual effective tax rate method in computing its interim tax provision. Certain items, including those deemed to be unusual, infrequent or that cannot be reliably estimated, are excluded from the estimated annual effective tax rate. In these cases, the actual tax expense or benefit applicable to those items is recorded in the same period as the related item. The Company’s effective tax rate (“ETR”) was (1618.7)% and 22.9% for the three and six months ended June 30, 2014, respectively. For the three and six months ended June 30, 2013, the Company’s ETR was 33.2% and 31.5%, respectively. Lower ETR for the three and six months ended June 30, 2014 is primarily due to the tax benefit of $19.7 million on account of extinguishment of the $770 million Senior Notes.

The difference in the effective tax rate as compared to the U.S. statutory rate of 35.0% is primarily attributable to the tax benefit on the loss on extinguishment of debt in U.S. jurisdiction, tax holiday benefits enjoyed by the Company’s subsidiary in India. During the first quarter of 2014, the Company also claimed certain additional tax benefits on account of filing the amended tax returns for earlier years in India jurisdiction.

During the three months ended June 30, 2014, the Company released a valuation allowance of $2.0 million pertaining to its subsidiary in U.K. jurisdiction. The Company weighed all evidences as of June 30, 2014 and determined that the positive evidences relating to the realizability of its deferred tax asset particularly the evidences that were objectively verifiable outweighed the negative evidences. The positive evidences as of June 30, 2014 that outweighed the negative evidences includes (i) three years cumulative income position; (ii) the strong positive trend in the subsidiary’s financial performance over four consecutive quarters; (iii) the forecasted income for 2014 and future taxable income; (iv) indefinite carry forward period of the net operating losses; and (v) improved trend in earnings and increased customer revenues from contracts entered in 2013 and new contracts entered in 2014. Accordingly, the Company concluded that it is more likely than not that the deferred tax assets will be realized and released the valuation allowance.

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IGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2014

Under the Indian Income-tax Act, 1961, IGATE Global Solutions Limited (“IGATE Global”) is eligible to claim income tax holiday on profits derived from the export of software services from divisions registered under Special Economic Zone (“SEZ”) arrangements. Profits derived from the export of software services from these divisions registered under the SEZ scheme are eligible for a 100% tax holiday during the initial five consecutive assessment years followed by 50% for the subsequent five years, and 50% for another five years subject to fulfillment of certain conditions; from the date of commencement of operations by the respective SEZ. Effective April 1, 2014, two of the divisions registered under SEZ scheme has completed its first five years of 100% tax holiday. For the three months ended June 30, 2014 and 2013, the tax holiday benefits were $2.7 million and $2.2 million, respectively. For the six months ended June 30, 2014 and 2013, the tax holiday benefits were $4.2 million and $4.5 million, respectively. This SEZ tax holiday will begin to expire from March 2023 through 2029.

As of June 30, 2014 and December 31, 2013, total gross unrecognized tax benefits, excluding related interest and penalties, were $21.6 million and $16.6 million respectively. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):

The Company recognizes interest related to uncertain tax positions within the interest expense line in the consolidated statements of income. During the six months ended June 30, 2014 and 2013, the Company has recorded interest expense of $1.1 million and $1.2 million, respectively, in relation to uncertain tax positions in the condensed consolidated statements of income. The total amount of accrued interest in the condensed consolidated balance sheet amounted to $1.8 million as of June 30, 2014.

As of June 30, 2014, the Company had $19.1 million of net unrecognized tax benefits arising out of the tax positions which would affect the effective tax rate, if recognized. The nature of the events that would cause the change to the reserves will be mainly due to the expiry of the statute of limitation in the U.S and completion of assessment by tax authorities for all open assessment years in India jurisdiction. Although it is difficult to anticipate the final outcome on timing of resolution of any particular uncertain tax position, the Company believes that the total amount of net unrecognized tax benefits will be decreased by approximately $6.2 million during the next twelve months due to the expiration of the statute of limitations.

The Company computes earnings per share in accordance with ASC Topic 260, “ Earnings per share” and ASC Topic 260-10-45 “ Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities ”. Basic earnings per share for different classes of stock (common stock, unvested restricted stock and the Series B Preferred Stock) is calculated by dividing net income available to each class by the weighted average number of shares of each class. Diluted earnings per share is computed using the weighted average number of common stock, unvested restricted stock plus the potentially dilutive effect of common stock and Series B Preferred Stock equivalents.

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IGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2014

Earnings per share for the common stock, unvested restricted stock and Series B Preferred Stock under the two class method are presented below (dollars and shares in thousands, except per share data):

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IGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2014

The number of outstanding options to purchase common shares for which the option exercise prices exceeded the average market price of the common shares aggregated 0.0 million and 1.1 million shares for the three months ended June 30, 2014 and 2013, respectively, and 0.1 million and 0.9 million shares for the six months ended June 30, 2014 and 2013, respectively. These options were excluded from the computation of diluted earnings per share under the treasury stock method. The number of shares of outstanding Series B Preferred Stock for which the earnings per share exceeded the earnings per share of common stock aggregated to 21.1 million and 19.5 million for the three and six months ended June 30, 2014 and 2013, respectively. These shares were excluded from the computation of diluted earnings per share as they were anti-dilutive.

Short term investments comprise the following (in thousands):

Contractual maturities of short-term and other investments in available for sale securities as of June 30, 2014 was as follows (in thousands):

Realized gains and losses on the cost of securities sold or disposed is determined on First in First out (“FIFO”) method.

Realized gains and proceeds from the sale of available for sale securities are as follows (in thousands):

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IGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2014

The changes in the unrealized gain, net, on marketable securities carrying value for the three and six months ended June 30, 2014 and 2013 are as follows (in thousands):

The changes in the balances of accumulated other comprehensive income (loss), net of tax, by component for the three and six months ended June 30, 2014 and 2013 are summarized as follows (in thousands):

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IGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2014

The changes in the tax expense (benefit) of accumulated other comprehensive income (loss), by component for the three and six months ended June 30, 2014 and 2013, are summarized as follows (in thousands):

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IGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2014

The following table summarizes the reclassifications out of accumulated other comprehensive income (loss) for the three and six months ended June 30, 2014 and 2013 (in thousands):