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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q





(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2011



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

Commission File Number 000-21755





iGATE
CORPORATION

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|PENNSYLVANIA                                                   |  | 25-1802235                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|6528 Kaiser Drive Fremont, CA                                  |  | 94555                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

Registrants telephone number, including area code: (510) 896-3015

Securities registered pursuant to Section 12(g) of the Act: None





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes   ̈    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.:



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  | x
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  x

The number of shares of the registrants Common Stock, par value $.01 per share, outstanding as of April 30, 2011 was
56,452,026.









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iGATE CORPORATION

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2011

TABLE OF CONTENTS



|           |  |                                                                                                      |    |      |    | 
|---------- |  | ---------------------------------------------------------------------------------------------------- | -- | ---- | -- | 
|           |  |                                                                                                      |    | Page |   
|PART I.    |  | FINANCIAL INFORMATION                                                                                |    |      | 3  | 
|           |  |                                                                                                     
|Item 1.    |  | Financial Statements:                                                                                |    |      |    | 
|           |  |                                                                                                     
|           |  | Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2011 and
2010      |    |      | 3  | 
|           |  |                                                                                                     
|           |  | Condensed Consolidated Balance Sheets as of March 31, 2011 and December 31,
2010                    |    |      | 4  | 
|           |  |                                                                                                     
|           |  | Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 
31, 2011 and 2010 |    |      | 5  | 
|           |  |                                                                                                     
|           |  | Notes to Condensed Consolidated Financial Statements                                                |    |      | 6  | 
|           |  |                                                                                                     
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of
Operations                |    |      | 19 | 
|           |  |                                                                                                     
|Item 3.    |  | Quantitative and Qualitative Disclosures About Market Risk                                           |    |      | 25 | 
|           |  |                                                                                                     
|Item 4.    |  | Controls and Procedures                                                                              |    |      | 26 | 
|           |  |                                                                                                     
|PART II.   |  | OTHER INFORMATION                                                                                    |    |      | 27 | 
|           |  |                                                                                                     
|Item 1A.   |  | Risk Factors                                                                                         |    |      | 27 | 
|           |  |                                                                                                     
|Item 6.    |  | Exhibits                                                                                             |    |      | 29 | 
|           | 
|SIGNATURES |  |                                                                                                      | 30 |     



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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

iGATE CORPORATION

CONDENSED CONSOLIDATED
STATEMENTS OF INCOME

(Amounts in thousands, except per share data)

(unaudited)



|                                                              |  |                             |        |   |      |   |        |  
|------------------------------------------------------------- |  | --------------------------- | ------ | - | ---- | - | ------ | -
|                                                              |  | Three Months
EndedMarch 31, |       
|                                                              |  | 2011                        |        |   | 2010 |  
|Revenues                                                      |  | $                           | 75,798 |   |      | $ | 57,890 |  
|Cost of revenues (exclusive of depreciation and amortization) |  |                             | 44,795 |   |      |   | 34,678 |  
|                                                              |  |                             |        |   |      |   |        |  
|Gross margin                                                  |  |                             | 31,003 |   |      |   | 23,212 |  
|Selling, general and administrative                           |  |                             | 21,747 |   |      |   | 10,005 |  
|Depreciation and amortization                                 |  |                             | 2,307  |   |      |   | 2,222  |  
|                                                              |  |                             |        |   |      |   |        |  
|Income from operations                                        |  |                             | 6,949  |   |      |   | 10,985 |  
|Interest expense                                              |  |                             | (89    | ) |      |   | (19    | )
|Foreign exchange gain/(loss), net                             |  |                             | 18,845 |   |      |   | (1,321 | )
|Other income                                                  |  |                             | 1,097  |   |      |   | 2,172  |  
|                                                              |  |                             |        |   |      |   |        |  
|Income before income taxes                                    |  |                             | 26,802 |   |      |   | 11,817 |  
|Income tax expense                                            |  |                             | 8,863  |   |      |   | 203    |  
|                                                              |  |                             |        |   |      |   |        |  
|Net income                                                    |  |                             | 17,939 |   |      |   | 11,614 |  
|Accretion to preferred stock                                  |  |                             | 15     |   |      |   |       |  
|Preferred dividend                                            |  |                             | 2,723  |   |      |   |       |  
|                                                              |  |                             |        |   |      |   |        |  
|Net income attributable to iGATE common shareholders          |  | $                           | 15,201 |   |      | $ | 11,614 |  
|                                                              |  |                             |        |   |      |   |        |  
|Distributed earnings per share:                               |  |                             |        |   |      |   |        |  
|Common stock                                                  |  | $                           |       |   |      | $ | 0.11   |  
|Unvested restricted stock                                     |  |                             |       |   |      |   | 0.11   |  
|                                                              |  |                            
|Basic earnings per share                                      |  |                             |        |   |      |   |        |  
|Common stock                                                  |  | $                           | 0.23   |   |      | $ | 0.21   |  
|Unvested restricted stock                                     |  |                             | 0.23   |   |      |   | 0.21   |  
|                                                              |  |                            
|Diluted earnings per share                                    |  | $                           | 0.22   |   |      | $ | 0.20   |  
|                                                              |  |                             |        |   |      |   |        |  

See accompanying notes.



3



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iGATE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share and per share data)



|                                                                                                                                                                                                                                            |  |                          |         |   |                  |   |         |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------ | ------- | - | ---------------- | - | ------- | -
|                                                                                                                                                                                                                                            |  | March 31,2011(unaudited) |         |   | December 31,2010 |  
|ASSETS                                                                                                                                                                                                                                      |  |                          |         |   |                  |   |         |  
|Current assets:                                                                                                                                                                                                                             |  |                          |         |   |                  |   |         |  
|Cash and cash equivalents                                                                                                                                                                                                                   |  | $                        | 343,663 |   |                  | $ | 67,924  |  
|Short-term investments                                                                                                                                                                                                                      |  |                          | 36,592  |   |                  |   | 71,915  |  
|Accounts receivable, net                                                                                                                                                                                                                    |  |                          | 40,854  |   |                  |   | 37,946  |  
|Unbilled revenues                                                                                                                                                                                                                           |  |                          | 20,712  |   |                  |   | 13,893  |  
|Prepaid expenses and other current assets                                                                                                                                                                                                   |  |                          | 5,022   |   |                  |   | 5,380   |  
|Foreign exchange derivative contracts                                                                                                                                                                                                       |  |                          | 14,855  |   |                  |   | 794     |  
|Deferred tax assets                                                                                                                                                                                                                         |  |                          | 2,887   |   |                  |   | 5,422   |  
|Receivable from Mastech Holdings, Inc.                                                                                                                                                                                                      |  |                          | 143     |   |                  |   | 140     |  
|                                                                                                                                                                                                                                            |  |                          |         |   |                  |   |         |  
|Total current assets                                                                                                                                                                                                                        |  |                          | 464,728 |   |                  |   | 203,414 |  
|Deposits and other assets                                                                                                                                                                                                                   |  |                          | 5,475   |   |                  |   | 5,443   |  
|Property and equipment, net                                                                                                                                                                                                                 |  |                          | 54,819  |   |                  |   | 52,950  |  
|Deferred tax assets                                                                                                                                                                                                                         |  |                          | 14,347  |   |                  |   | 10,117  |  
|Intangible assets, net                                                                                                                                                                                                                      |  |                          | 1,182   |   |                  |   | 1,378   |  
|Goodwill                                                                                                                                                                                                                                    |  |                          | 31,819  |   |                  |   | 31,741  |  
|                                                                                                                                                                                                                                            |  |                          |         |   |                  |   |         |  
|Total assets                                                                                                                                                                                                                                |  | $                        | 572,370 |   |                  | $ | 305,043 |  
|                                                                                                                                                                                                                                            |  |                          |         |   |                  |   |         |  
|LIABILITIES, PREFERRED STOCK AND SHAREHOLDERS EQUITY                                                                                                                                                                                       |  |                          |         |   |                  |   |         |  
|Current liabilities:                                                                                                                                                                                                                        |  |                          |         |   |                  |   |         |  
|Accounts payable                                                                                                                                                                                                                            |  | $                        | 3,806   |   |                  | $ | 3,291   |  
|Line of credit                                                                                                                                                                                                                              |  |                          | 30,000  |   |                  |   |        |  
|Accrued payroll and related costs                                                                                                                                                                                                           |  |                          | 18,613  |   |                  |   | 19,709  |  
|Other accrued liabilities                                                                                                                                                                                                                   |  |                          | 36,232  |   |                  |   | 31,354  |  
|Accrued income taxes                                                                                                                                                                                                                        |  |                          | 3,636   |   |                  |   | 715     |  
|Deferred revenue                                                                                                                                                                                                                            |  |                          | 1,005   |   |                  |   | 667     |  
|                                                                                                                                                                                                                                            |  |                          |         |   |                  |   |         |  
|Total current liabilities                                                                                                                                                                                                                   |  |                          | 93,292  |   |                  |   | 55,736  |  
|Other long-term liabilities                                                                                                                                                                                                                 |  |                          | 1,239   |   |                  |   | 1,251   |  
|                                                                                                                                                                                                                                            |  |                          |         |   |                  |   |         |  
|Total liabilities                                                                                                                                                                                                                           |  |                          | 94,531  |   |                  |   | 56,987  |  
|                                                                                                                                                                                                                                            |  |                          |         |   |                  |   |         |  
|                                                                                                                                                                                                                                            |  |                         
|Commitments and Contingencies (Note 16)                                                                                                                                                                                                     |  |                          |         |   |                  |   |         |  
|Series B Preferred stock, without par value: 480,000 shares authorized, and 210,000 shares issued and outstanding as of
March 31, 2011                                                                                                      |  |                          | 212,044 |   |                  |   |        |  
|Shareholders equity:                                                                                                                                                                                                                       |  |                          |         |   |                  |   |         |  
|Preferred shares, without par value: 20,000,000 shares authorized, 1 share held in treasury                                                                                                                                                 |  |                          |        |   |                  |   |        |  
|Common shares, par value $0.01 per share:                                                                                                                                                                                                   |  |                          |         |   |                  |   |         |  
|100,000,000 shares authorized : 57,433,542 and 57,216,747 shares issued as of March 31, 2011 and December 31, 2010,
respectively, and 56,443,440 and 56,226,645 shares outstanding as of March 31, 2011 and December 31, 2010, respectively |  |                          | 574     |   |                  |   | 572     |  
|Common shares held in treasury, at cost, 990,102 shares                                                                                                                                                                                     |  |                          | (14,714 | ) |                  |   | (14,714 | )
|Additional paid-in capital                                                                                                                                                                                                                  |  |                          | 190,060 |   |                  |   | 188,389 |  
|Retained earnings                                                                                                                                                                                                                           |  |                          | 90,675  |   |                  |   | 75,474  |  
|Accumulated other comprehensive loss                                                                                                                                                                                                        |  |                          | (800    | ) |                  |   | (1,665  | )
|                                                                                                                                                                                                                                            |  |                          |         |   |                  |   |         |  
|Total shareholders equity                                                                                                                                                                                                                  |  |                          | 265,795 |   |                  |   | 248,056 |  
|                                                                                                                                                                                                                                            |  |                          |         |   |                  |   |         |  
|Total liabilities, preferred stock and shareholders equity                                                                                                                                                                                 |  | $                        | 572,370 |   |                  | $ | 305,043 |  
|                                                                                                                                                                                                                                            |  |                          |         |   |                  |   |         |  

See accompanying notes.



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iGATE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(unaudited)



|                                                                              |  |                              |         |   |      |   |         |  
|----------------------------------------------------------------------------- |  | ---------------------------- | ------- | - | ---- | - | ------- | -
|                                                                              |  | Three Months endedMarch 
31, |        
|                                                                              |  | 2011                         |         |   | 2010 |  
|Cash Flows From Operating Activities:                                         |  |                              |         |   |      |   |         |  
|Net income                                                                    |  | $                            | 17,939  |   |      | $ | 11,614  |  
|Adjustments to reconcile net income to cash provided by operating activities: |  |                              |         |   |      |   |         |  
|Depreciation and amortization                                                 |  |                              | 2,307   |   |      |   | 2,222   |  
|Stock based compensation                                                      |  |                              | 1,508   |   |      |   | 1,199   |  
|Write off of software implementation costs                                    |  |                              | 1,196   |   |      |   |        |  
|Provision for lease termination                                               |  |                              | 446     |   |      |   |        |  
|Realized gain on investments                                                  |  |                              | (976    | ) |      |   | (436    | )
|Unrealized gain on fair value hedges                                          |  |                              | (14,336 | ) |      |   |        |  
|(Recovery)/Provision for doubtful debts                                       |  |                              | (27     | ) |      |   | 5       |  
|Deferred income taxes                                                         |  |                              | (1,637  | ) |      |   | (1,493  | )
|Gain on sale of fixed assets                                                  |  |                              | (4      | ) |      |   | (1,118  | )
|Gain on sale of investments in affiliate                                      |  |                              |        |   |      |   | (568    | )
|Deferred rent                                                                 |  |                              | 6       |   |      |   | 62      |  
|Working capital items:                                                        |  |                              |         |   |      |   |         |  
|Accounts receivables and unbilled receivables                                 |  |                              | (8,882  | ) |      |   | (6,240  | )
|Prepaid and other assets                                                      |  |                              | 369     |   |      |   | 605     |  
|Accounts payable                                                              |  |                              | (629    | ) |      |   | 181     |  
|Accrued and other liabilities                                                 |  |                              | 6,326   |   |      |   | (1,792  | )
|Deferred revenue                                                              |  |                              | 319     |   |      |   | (421    | )
|Restructuring reserve                                                         |  |                              |        |   |      |   | (26     | )
|                                                                              |  |                              |         |   |      |   |         |  
|Net cash flows provided by operating activities                               |  |                              | 3,925   |   |      |   | 3,794   |  
|                                                                              |  |                              |         |   |      |   |         |  
|                                                                              |  |                             
|Cash Flows From Investing Activities:                                         |  |                              |         |   |      |   |         |  
|Purchase of property and equipment                                            |  |                              | (4,168  | ) |      |   | (1,924  | )
|Proceeds from sale of property and equipment                                  |  |                              | 4       |   |      |   | 2,829   |  
|Purchase of available-for-sale investments                                    |  |                              | (73,697 | ) |      |   | (25,795 | )
|Proceeds from maturities and sale of available-for-sale investments           |  |                              | 109,307 |   |      |   | 14,459  |  
|Payments for lease deposits                                                   |  |                              | (7      | ) |      |   | (217    | )
|Proceeds from sale of investments in affiliates                               |  |                              |        |   |      |   | 568     |  
|                                                                              |  |                              |         |   |      |   |         |  
|Net cash flows provided by/ (used in) investing activities                    |  |                              | 31,439  |   |      |   | (10,080 | )
|                                                                              |  |                             
|Cash Flows From Financing Activities:                                         |  |                              |         |   |      |   |         |  
|Payments on capital lease obligations                                         |  |                              | (61     | ) |      |   | (46     | )
|Line of credit                                                                |  |                              | 29,652  |   |      |   |        |  
|Preferred stock, net of issuance costs                                        |  |                              | 209,305 |   |      |   |        |  
|Dividends paid                                                                |  |                              |        |   |      |   | (6,076  | )
|Purchase of subsidiarys stock                                                |  |                              | (8      | ) |      |   | (10     | )
|Net proceeds from exercise of stock options                                   |  |                              | 164     |   |      |   | 306     |  
|Tax benefits related to stock option exercises                                |  |                              |        |   |      |   | 34      |  
|                                                                              |  |                              |         |   |      |   |         |  
|Net cash flows provided by/ (used in) financing activities                    |  |                              | 239,052 |   |      |   | (5,792  | )
|                                                                              |  |                              |         |   |      |   |         |  
|Effect of currency translation                                                |  |                              | 1,323   |   |      |   | 1,024   |  
|                                                                              |  |                              |         |   |      |   |         |  
|                                                                              |  |                             
|Net change in cash and cash equivalents                                       |  |                              | 275,739 |   |      |   | (11,054 | )
|Cash and cash equivalents, beginning of period                                |  |                              | 67,924  |   |      |   | 29,565  |  
|                                                                              |  |                              |         |   |      |   |         |  
|Cash and cash equivalents, end of period                                      |  | $                            | 343,663 |   |      | $ | 18,511  |  
|                                                                              |  |                              |         |   |      |   |         |  

See accompanying notes



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iGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2011 AND 2010



|1. | Basis of Presentation
|-- | ---------------------

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 for interim financial information and applicable rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all
of the information and disclosures required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of the management, all adjustments (consisting only of normally recurring adjustments) considered
necessary for a fair presentation have been included.

The accompanying balance sheet and financial information as of
December 31, 2010 is derived from audited financial statements but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. The results of operations for
the three months ended March 31, 2011 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, 2010.

Recent Developments

Acquisition of a Majority Stake in Patni Computer Systems Limited

On January 10, 2011, two of the Companys wholly-owned subsidiaries, Pan-Asia iGATE Solutions, a company incorporated under the laws of Mauritius (iGATE Mauritius), and iGATE
Global Solutions Limited, a company incorporated under the laws of India (iGS and, together with iGATE Mauritius, the Purchasers) entered into certain definitive agreements to acquire a majority stake in Patni Computer
Systems Limited (the Patni Acquisition).

The Patni Acquisition involves acquiring 60.1 million shares or
45.6% of the outstanding share capital from the promoters of Patni Computer Systems Limited (Patni) (43.6% of the outstanding share capital on a fully diluted basis) and 22.9 million shares (inclusive of the American Depositary
Shares representing 20.2 million shares) or 17.4% of the outstanding share capital of Patni from General Atlantic Mauritius Limited (16.6% of the outstanding share capital on a fully diluted basis). In accordance with the requirements of the
Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997, as amended, and a tender offer pursuant to the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations of the U.S.
Securities and Exchange Commission, the Purchasers made a mandatory open public offer on April 8, 2011 to the other shareholders of Patni to purchase up to an additional 20.6% of the outstanding shares of Patni (20% of the outstanding share
capital on a fully diluted basis). The mandatory open offer closed on April 27, 2011 and was fully subscribed.

The Patni
Acquisition is valued at approximately $1.22 billion. The Patni Acquisition is expected to be completed on or about May 12, 2011. The Patni Acquisition is subject to several conditions, including receipt of required regulatory approvals (or
termination of applicable waiting periods).

Post announcement of the acquisition, the Company has obtained clearance on
January 24, 2011 under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, and also obtained clearance on January 28, 2011 from the Irish Competition Authority. The Company has also applied for regulatory clearances from
the Austrian Federal Competition Authority, Brazilian Cade, SEAE and SDE. The Company received approval from the Securities Exchange Board of India on March 25, 2011.

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 U.S. generally accepted accounting principles 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.



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iGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2011 AND 2010



|2. | Goodwill and Intangible Assets
|-- | ------------------------------

The changes in the carrying value of goodwill for the three months ended March 31, 2011 (in thousands):



|                                    |  |        |        | 
|----------------------------------- |  | ------ | ------ | 
|                                    |  | Amount |       
|Goodwill as of December 31, 2010    |  | $      | 31,741 | 
|Foreign currency translation effect |  |        | 78     | 
|                                    |  |        |        | 
|Goodwill as of March 31, 2011       |  | $      | 31,819 | 
|                                    |  |        |        | 

Intangible assets are comprised of customer relationships. The changes in the carrying value for the three
months ended March 31, 2011 (in thousands):



|                                          |  |        |       |  
|----------------------------------------- |  | ------ | ----- | -
|                                          |  | Amount |      
|Intangible assets as of December 31, 2010 |  | $      | 1,378 |  
|Foreign currency translation effect       |  |        | 1     |  
|Amortization                              |  |        | (197  | )
|                                          |  |        |       |  
|Intangible assets as of March 31, 2011    |  | $      | 1,182 |  
|                                          |  |        |       |  

Amortization expenses related to identifiable intangible assets were $0.2 million and $0.2 million for the
three months ended March 31, 2011 and 2010, respectively. Future estimated annual amortization is as follows (in thousands):



|                  |  |   |       | 
|----------------- |  | - | ----- | 
|Remainder of 2011 |  | $ | 596   | 
|2012              |  |   | 586   | 
|                  |  |   |       | 
|                  |  | $ | 1,182 | 
|                  |  |   |       | 



|3. | Series B Preferred Stock
|-- | ------------------------

On January 10, 2011, the Company entered into a securities purchase agreement, with Viscaria Limited, a company backed by funds
advised by Apax Partners LLP and Apax Partners, L.P., to raise equity financing to pay a portion of the cash consideration for the Patni Acquisition. Under the securities purchase agreement, the Company agreed to sell to Viscaria Limited, 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, the Company issued 210,000 shares of Series B Preferred Stock to Viscaria Limited for a consideration of $210 million.

The salient terms of the Series B Preferred Stock are as follows:



| |  |  | accrues cumulative dividends at a rate of 8.00% per annum, which dividends will be added to the liquidation preference of the Series B Preferred
Stock and compounded quarterly;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | is entitled to participate in dividends and other distributions payable on the Companys common stock on an as-converted basis;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------



| |  |  | provides for a holder option to convert the outstanding principal plus accrued and unpaid dividends into the Companys common stock at any time
and from time to time at an initial conversion price of $20.30 per share (which conversion price is subject to adjustment in certain circumstances);
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | is subject to a Company option to convert the Series B Preferred Stock into common stock of the Company after 18 months from the applicable closing
date if, among other things, the volume weighted average price of the Companys common stock exceeds 205% of the then applicable conversion price for a specified period of time;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | is redeemable for cash at an amount equal to the outstanding principal plus accrued and unpaid dividends upon the exercise of the holders put
right at six years from the last occurring closing date;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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iGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2011 AND 2010



| |  |  | provides that, if the Series B Preferred Stock is not sooner converted, such preferred stock is subject to a mandatory conversion into shares of the
Companys common stock on the date that is six years from the applicable closing date (subject to extension in limited circumstances) unless the holder exercises the put right described in the immediately preceding bullet point; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | provides the holder the right to receive, prior to any payment in respect of any junior equity securities, the greater of the outstanding principal
plus accrued and unpaid dividends and the as-converted value upon liquidation of the Company or upon certain changes of control.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Company incurred issuance costs amounting to $0.7 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 during the three months ended March 31, 2011 totaled $0.02 million.

The Company is accruing for cumulative dividends at a rate of 8.00% per annum, compounded quarterly. The amount of such dividend accrued during the three months ended March 31, 2011 was $2.7
million.



|4. | Line of credit
|-- | --------------

On
February 21, 2011, the Company entered into an arrangement with a bank for availing an unsecured revolving working credit facility of $70 million at an annual interest rate of LIBOR plus 195 basis points, renewable on an annual basis. In the
current quarter, the Company borrowed $30 million of the line of credit at an interest rate of 2.41%.



|5. | Income tax
|-- | ----------

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.

For the three months ended March 31, 2011, the Companys
effective tax rate is 33.1%.

For the three months ended March 31, 2010, the difference between the Companys
recorded provision arrived at based on an effective tax rate of 1.7% and the provision that would result from applying the U.S. statutory rate of 34.0% is primarily attributable to:



| | a) | Tax holiday in India that expired in 2011.
| | -- | ------------------------------------------



| | b) | Tax benefit on net operating loss.
| | -- | ----------------------------------



| | c) | Losses generated in the U.S. branch operation of the Indian entity.
| | -- | -------------------------------------------------------------------

Under the Indian Income Tax Act, 1961, the Companys Indian subsidiary is eligible to claim a tax holiday for 10 consecutive assessment years on profits derived from the export of software services
from divisions registered under the Software Technology Parks at Bangalore, Chennai, Hyderabad and Noida. For the quarters ended March 31, 2011 and 2010, the tax holiday resulted in income tax benefits of $0.2 million and $2.6 million,
respectively, when calculated at the statutory US rate. The tax holiday expired on March 31, 2011.

In 2009, iGS set up
units in Chennai and Hyderabad Special Economic Zone (SEZ). Under the Indian Income Tax Act, 1961, iGS is eligible to claim income tax holiday of 100% for the initial five consecutive assessment years followed by 50% for the subsequent
ten consecutive assessment years on the profits derived from the export of software services from the divisions registered under the SEZ. For the quarters ended March 31, 2011 and 2010, the tax holiday resulted in income tax benefits of
$0.1 million and $0.9 million, respectively, when calculated at the statutory US rate.



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iGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2011 AND 2010



|6. | Earnings Per Share
|-- | ------------------

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.

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):



|                                                      |  |                              |        |  |      |   |        | 
|----------------------------------------------------- |  | ---------------------------- | ------ |  | ---- | - | ------ | 
|                                                      |  | Three Months EndedMarch 
31, |       
|                                                      |  | 2011                         |        |  | 2010 |  
|Net income attributable to iGATE common shareholders  |  | $                            | 15,201 |  |      | $ | 11,614 | 
|Add: Dividend on Series B Preferred Stock             |  |                              | 2,723  |  |      |   |       | 
|                                                      |  |                              |        |  |      |   |        | 
|                                                      |  |                              | 17,924 |  |      |   | 11,614 | 
|                                                      |  |                             
|Less: Dividends paid on                               |  |                              |        |  |      |   |        | 
|Common stock                                          |  | $                            |       |  |      | $ | 6,076  | 
|Unvested restricted stock                             |  |                              |       |  |      |   | 60     | 
|Series B Preferred Stock                              |  |                              | 2,723  |  |      |   |       | 
|                                                      |  |                              |        |  |      |   |        | 
|Undistributed Income                                  |  | $                            | 15,201 |  |      | $ | 5,478  | 
|                                                      |  |                              |        |  |      |   |        | 
|                                                      |  |                             
|Basic and diluted allocation of undistributed income: |  |                              |        |  |      |   |        | 
|Common stock                                          |  | $                            | 12,771 |  |      | $ | 5,426  | 
|Unvested restricted stock                             |  |                              | 59     |  |      |   | 52     | 
|Series B Preferred Stock                              |  |                              | 2,371  |  |      |   |       | 
|                                                      |  |                              |        |  |      |   |        | 
|                                                      |  | $                            | 15,201 |  |      | $ | 5,478  | 
|                                                      |  |                              |        |  |      |   |        | 
|                                                      |  |                             
|Weighted average shares outstanding:                  |  |                              |        |  |      |   |        | 
|Common stock                                          |  |                              | 56,311 |  |      |   | 55,234 | 
|Unvested restricted stock                             |  |                              | 262    |  |      |   | 527    | 
|                                                      |  |                              |        |  |      |   |        | 
|                                                      |  |                              | 56,573 |  |      |   | 55,761 | 
|                                                      |  |                              |        |  |      |   |        | 
|Weighted average common stock outstanding             |  |                              | 56,311 |  |      |   | 55,234 | 
|Dilutive effect of stock options outstanding          |  |                              | 1,481  |  |      |   | 1,488  | 
|                                                      |  |                              |        |  |      |   |        | 
|Dilutive weighted average shares outstanding          |  |                              | 57,792 |  |      |   | 56,722 | 
|                                                      |  |                              |        |  |      |   |        | 

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 0.7 million and 0.4 million shares for the three months ended March 31, 2011 and 2010, 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 10.5 million shares for the three months ended
March 31, 2011. These shares were excluded from the computation of diluted earnings per share as they were anti-dilutive.



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iGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2011 AND 2010



|7. | Investments
|-- | -----------

Short term
investments comprise of the following (in thousands):



|                           |               |                         |        |                 |  |   |            |  |  |   |        | 
|-------------------------- | ------------- | ----------------------- | ------ | --------------- |  | - | ---------- |  |  | - | ------ | 
|                           |               | As of March 31, 2011    |       
|                           | CarryingValue |                         |        | Unrealized Gain |  |   | Fair Value | 
|Money market mutual funds  |               | $                       | 35,271 |                 |  | $ | 200        |  |  | $ | 35,471 | 
|Non convertible debentures |               |                         | 1,121  |                 |  |   |           |  |  |   | 1,121  | 
|                           |               |                         |        |                 |  |   |            |  |  |   |        | 
|                           |               | $                       | 36,392 |                 |  | $ | 200        |  |  | $ | 36,592 | 
|                           |               |                         |        |                 |  |   |            |  |  |   |        | 
|                           |              
|                           |               | As of December 31, 2010 |       
|                           | CarryingValue |                         |        | Unrealized Gain |  |   | Fair Value | 
|Money market mutual funds  |               | $                       | 70,123 |                 |  | $ | 673        |  |  | $ | 70,796 | 
|Non convertible debentures |               |                         | 1,119  |                 |  |   |           |  |  |   | 1,119  | 
|                           |               |                         |        |                 |  |   |            |  |  |   |        | 
|                           |               | $                       | 71,242 |                 |  | $ | 673        |  |  | $ | 71,915 | 
|                           |               |                         |        |                 |  |   |            |  |  |   |        | 

Other investments included in deposits and other assets, comprise of the following (in thousands):



|                           |               |                         |       |                 |  |   |            |  |  |   |       | 
|-------------------------- | ------------- | ----------------------- | ----- | --------------- |  | - | ---------- |  |  | - | ----- | 
|                           |               | As of March 31, 2011    |      
|                           | CarryingValue |                         |       | Unrealized Gain |  |   | Fair Value | 
|Non convertible debentures |               | $                       | 2,242 |                 |  | $ |           |  |  | $ | 2,242 | 
|                           |               |                         |       |                 |  |   |            |  |  |   |       | 
|                           |               | $                       | 2,242 |                 |  | $ |           |  |  | $ | 2,242 | 
|                           |               |                         |       |                 |  |   |            |  |  |   |       | 
|                           |              
|                           |               | As of December 31, 2010 |      
|                           | CarryingValue |                         |       | Unrealized Gain |  |   | Fair Value | 
|Non convertible debentures |               | $                       | 2,237 |                 |  | $ |           |  |  | $ | 2,237 | 
|                           |               |                         |       |                 |  |   |            |  |  |   |       | 
|                           |               | $                       | 2,237 |                 |  | $ |           |  |  | $ | 2,237 | 
|                           |               |                         |       |                 |  |   |            |  |  |   |       | 



|8. | Comprehensive income
|-- | --------------------

The
components of comprehensive income, net of tax, were as follows (in thousands):



|                                                 |  |                              |        |   |      |   |        | 
|------------------------------------------------ |  | ---------------------------- | ------ | - | ---- | - | ------ | 
|                                                 |  | Three Months EndedMarch 
31, |       
|                                                 |  | 2011                         |        |   | 2010 |  
|Net income                                       |  | $                            | 15,201 |   |      | $ | 11,614 | 
|Foreign currency translation                     |  |                              | 1,324  |   |      |   | 6,397  | 
|Unrecognized actuarial gain on pension liability |  |                              | 276    |   |      |   | 93     | 
|Change in fair value of cash flow hedges         |  |                              | (262   | ) |      |   | 2,625  | 
|Unrealized (loss)/gain on investments            |  |                              | (473   | ) |      |   | 356    | 
|                                                 |  |                              |        |   |      |   |        | 
|Comprehensive income                             |  | $                            | 16,066 |   |      | $ | 21,085 | 
|                                                 |  |                              |        |   |      |   |        | 



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iGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2011 AND 2010



Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss were as follows (in thousands):



|                                                       |  |           |        |   |              |   |        |  
|------------------------------------------------------ |  | --------- | ------ | - | ------------ | - | ------ | -
|                                                       |  | As of     |       
|                                                       |  | March 31, |        |   | December 31, |  
|                                                       |  | 2011      |        |   | 2010         |  
|Net unrealized gain on cash flow hedges                |  | $         | 509    |   |              | $ | 771    |  
|Net unrealized gain on marketable securities           |  |           | 200    |   |              |   | 673    |  
|Actuarial gain (loss) relating to defined benefit plan |  |           | 130    |   |              |   | (146   | )
|Foreign currency translation adjustment                |  |           | (1,639 | ) |              |   | (2,963 | )
|                                                       |  |           |        |   |              |   |        |  
|Accumulated other comprehensive loss                   |  | $         | (800   | ) |              | $ | (1,665 | )
|                                                       |  |           |        |   |              |   |        |  

The changes in the net unrealized gain (loss) on marketable securities carrying value for the three months
ended March 31, 2011 and 2010 are as follows (in thousands):



|                                                                                |  |                              |      |   |      |   |      |  
|------------------------------------------------------------------------------- |  | ---------------------------- | ---- | - | ---- | - | ---- | -
|                                                                                |  | Three Months EndedMarch 
31, |     
|                                                                                |  | 2011                         |      |   | 2010 |  
|Unrealized gain/(loss) on marketable securities at the beginning of the quarter |  | $                            | 673  |   |      | $ | (387 | )
|Reclassification of (loss) gain into earnings on maturity                       |  |                              | (187 | ) |      |   | 230  |  
|Net unrealized gain (loss) due to changes in the fair value                     |  |                              | (286 | ) |      |   | 126  |  
|                                                                                |  |                              |      |   |      |   |      |  
|Unrealized gain (loss) on marketable securities at the end of the year          |  | $                            | 200  |   |      | $ | (31  | )
|                                                                                |  |                              |      |   |      |   |      |  



|9. | Derivative Instruments and Hedging Activities
|-- | ---------------------------------------------

As part of the Companys on-going business operations, certain assets and forecasted transactions are exposed to foreign currency risks due to fluctuations in exchange rates between the Rupee, CAD
and USD. The objective for holding derivatives is to eliminate or reduce the impact of these exposures.

The Company enters
into forward foreign exchange contracts to mitigate the risk of changes in foreign exchange rates on inter-company transactions and forecasted transactions denominated in foreign currencies. Contracts are designated as cash flow hedges if they
satisfy the criteria for hedge accounting under ASC Topic 815 Accounting for Derivative Instruments and Hedging Activities. The effective portion of the gain or loss on the derivative is reported as a component of other
comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. The ineffective portion of the gain or loss of hedging instruments is recognized in the earnings of each period.
The Company also entered into forward foreign exchange contracts to mitigate the risk of changes in foreign exchange rates on payments related to the Patni Acquisition. These contracts do not satisfy the criteria for hedge accounting. For the three
months ended March 31, 2011, the unrealized gain on these contracts amounting to $14.3 million was recognized in earnings.

The Company documents all relationships between hedging instruments, including the risk management objectives and strategy for
each hedge transaction. In addition, formal assessment is done for effectiveness testing both at the inception of the hedge and on a quarterly basis. If it is determined that a derivative or a portion thereof is not highly effective as a hedge, or
if a derivative ceases to be a highly effective hedge, the Company will prospectively discontinue hedge accounting with respect to that derivative.

In all situations in which hedge accounting is discontinued and the derivative is retained, the derivative is continued to be carried at its fair value on the balance sheet and any subsequent change in
its fair value is recognized in the consolidated statement of income.



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iGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2011 AND 2010



The following table presents information related to foreign currency contracts held:

OUTSTANDING HEDGE TRANSACTIONS ON MARCH 31, 2011 (in thousands)



|                              |  |                      |             |  |                                  |  |       |        |  |   |                                            |  |  |   |       |  
|----------------------------- |  | -------------------- | ----------- |  | -------------------------------- |  | ----- | ------ |  | - | ------------------------------------------ |  |  | - | ----- | -
|                              |  | Maturity Date Ranges |             |  | Strike PriceAt Rupee 
RateRanges |  |       | Amount |  |   | Net UnrealizedGains/(Losses)March 31, 2011 | 
|CURRENCY OPTION CONTRACTS USD |  |                      |             |  |                                  |  |       |        |  |   |                                            |  |  |   |       |  
|From:                         |  |                      | 25-Apr-2011 |  |                                  |  | 43.00 |        |  |   |                                            |  |  |   |       |  
|To:                           |  |                      | 27-Mar-2012 |  |                                  |  | 48.00 |        |  |   |                                            |  |  |   |       |  
|Subtotal                      |  |                      |             |  |                                  |  |       |        |  | $ | 55,050                                     |  |  | $ | 1,330 |  
|CURRENCY OPTION CONTRACTS CAD |  |                      |             |  |                                  |  |       |        |  |   |                                            |  |  |   |       |  
|From:                         |  |                      | 26-Apr-2011 |  |                                  |  | 44.50 |        |  |   |                                            |  |  |   |       |  
|To:                           |  |                      | 27-Mar-12   |  |                                  |  | 48.00 |        |  |   |                                            |  |  |   |       |  
|Subtotal                      |  |                      |             |  |                                  |  |       |        |  | $ | 56,000                                     |  |  |   | (821  | )
|                              |  |                      |             |  |                                  |  |       |        |  |   |                                            |  |  |   |       |  
|                              |  |                      |             |  |                                  |  |       |        |  |   |                                            |  |  | $ | 509   |  
|                              |  |                      |             |  |                                  |  |       |        |  |   |                                            |  |  |   |       |  

The option contracts as of March 31, 2011 will all mature by March 27, 2012. As each contract
matures, the Company will sell USDs and CADs at each contracted strike price depending upon prevailing Rupee exchange rates. The outstanding contracts meet the qualifying criteria to receive hedge accounting and have been deemed to be effective. As
a result, the Company has recorded accumulated other comprehensive gain of $0.51 million and $0.77 million as on March 31, 2011 and December 31, 2010, respectively. The unamortized premium on options amounted to $0.01 million and $0.02
million as of March 31, 2011 and December 31, 2010, respectively, and it is disclosed as a derivative asset as of March 31, 2011 and December, 31, 2010, respectively, in the consolidated balance sheet.

The estimated net amount of existing gains as of March 31, 2011 that is expected to be reclassified from accumulated other
comprehensive income into earnings within the next 12 months is $0.51 million.

The Effect of Derivative Instruments on the
Condensed Consolidated Statements of Income for the Quarter ended March 31, 2011 (in thousands):



|                                                            |  |                                                    |     |  |                                                                   |                         |                                                                   |                                                                                    |     |                                                          |  |                                                                    |  |  |   | 
|----------------------------------------------------------- |  | -------------------------------------------------- | --- |  | ----------------------------------------------------------------- | ----------------------- | ----------------------------------------------------------------- | ---------------------------------------------------------------------------------- | --- | -------------------------------------------------------- |  | ------------------------------------------------------------------ |  |  | - | 
|Derivatives in ASC Topic 815 Cash Flow HedgingRelationships |  | Amount ofGain/(Loss)recognized in OCIon Derivative |     |  | Location ofGain/(Loss)reclassified fromAccumulated OCIinto
Income |                         | Amount 
ofGain/(Loss)reclassified 
fromAccumulated OCIinto Income |                                                                                    |     | Location ofGain/(Loss)reclassified inIncome onDerivative |  | Amount of 
Gain/(Loss)Reclassified 
fromAccumulatedOCI into Income | 
|                                                            |  | (Effective Portion)March 31, 2011                  |     |  | (Effective Portion)March 31,
2011                                 |                         |                                                                   | (Ineffective Portion and amountexcluded from effectiveness 
testing)March 31, 2011 |    
|                                                            |  |                                                    |     |  |                                                                  
|Foreign Exchange Contracts                                  |  | $                                                  | 509 |  |                                                                   | Other Income/(expenses) |                                                                   | $                                                                                  | 317 |                                                          |  | Other Income/(expenses)                                            |  |  |  | 



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iGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2011 AND 2010



The Effect of Derivative Instruments on the Condensed Consolidated Statements of
Income for the Quarter ended March 31, 2010 (in thousands):



|                                                            |  |                                                      |       |  |                                                                   |                         |                                                                  |                                                                                   |      |                                                          |  |                                                                    |  |  |   | 
|----------------------------------------------------------- |  | ---------------------------------------------------- | ----- |  | ----------------------------------------------------------------- | ----------------------- | ---------------------------------------------------------------- | --------------------------------------------------------------------------------- | ---- | -------------------------------------------------------- |  | ------------------------------------------------------------------ |  |  | - | 
|Derivatives in ASC Topic 815 Cash Flow HedgingRelationships |  | Amount 
ofGain/(Loss)recognized in 
OCIon Derivative |       |  | Location ofGain/(Loss)reclassified fromAccumulated OCIinto
Income |                         | Amount 
ofGain/(Loss)reclassified fromAccumulated OCIinto Income |                                                                                   |      | Location ofGain/(Loss)reclassified inIncome onDerivative |  | Amount of 
Gain/(Loss)Reclassified 
fromAccumulatedOCI into Income | 
|                                                            |  | (Effective Portion)March 31,
2010                    |       |  | (Effective Portion)March 31,
2010                                 |                         |                                                                  | (Ineffective Portion and amountexcluded from
effectiveness testing)March 31, 2010 |     
|                                                            |  |                                                      |       |  |                                                                  
|Foreign Exchange Contracts                                  |  | $                                                    | 1,308 |  |                                                                   | Other Income/(expenses) |                                                                  | $                                                                                 | (758 | )                                                        |  | Other Income/(expenses)                                            |  |  |  | 

Information on the location and amounts
of derivative fair values in the Condensed Consolidated Balance Sheets (in thousands):



|                                                                        |  |                       |                |  |                   |   |     |                       |  |  |                |  |  |   |     | 
|----------------------------------------------------------------------- |  | --------------------- | -------------- |  | ----------------- | - | --- | --------------------- |  |  | -------------- |  |  | - | --- | 
|                                                                        |  | March 31, 2011        |                |  | December 31, 2010 |  
|Derivatives designated as hedging instruments under ASC Topic 815       |  | Balance SheetLocation |                |  | Fair Value        |   |     | Balance SheetLocation |  |  | FairValue      | 
|Foreign Exchange Contracts                                              |  |                       | Current Assets |  |                   | $ | 509 |                       |  |  | Current Assets |  |  | $ | 771 | 
|                                                                        |  |                       |                |  |                   |   |     |                       |  |  |                |  |  |   |     | 
|                                                                        |  |                       |                | 
|Total Derivatives designated as hedging instruments under ASC Topic 815 |  |                       |                |  |                   | $ | 509 |                       |  |  |                |  |  | $ | 771 | 
|                                                                        |  |                       |                |  |                   |   |     |                       |  |  |                |  |  |   |     | 



|10. | Fair Value Measurements
|--- | -----------------------

FASB ASC Topic 820Fair Value Measurements establishes a three-tier value hierarchy, which prioritizes the inputs used
in the valuation methodologies in measuring fair value:

Level 1  Observable inputs that reflect quoted prices
(unadjusted) for identical assets or liabilities in active markets.

Level 2  Includes other inputs that are directly or
indirectly observable in the marketplace.

Level 3  Unobservable inputs which are supported by little or no market
activity.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of
unobservable inputs when measuring fair value.

In accordance with ASC 820, assets and liabilities are to be measured based on
the following valuation techniques:

Market approach  Prices and other relevant information generated by market
transactions involving identical or comparable assets or liabilities.

Income approach  Converting the future amounts
based on the market expectations to its present value using the discounting methodology.



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iGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2011 AND 2010



Cost approach  Replacement cost method.

The Company uses the market approach for measuring the fair value of the assets and liabilities. Cash equivalents, short term investments
comprising of money market mutual funds and foreign currency derivative contracts are measured at fair value. The cash equivalents and money market mutual funds are valued using quoted market prices and classified within Level 1. The foreign
currency derivative contracts are classified within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments in active markets.

Assets and liabilities measured at fair value are summarized below (in thousands):



|                                      |  |                                                             |        |  |                                                |   |        |                                         |  |   |        |  |  |   |   | 
|------------------------------------- |  | ----------------------------------------------------------- | ------ |  | ---------------------------------------------- | - | ------ | --------------------------------------- |  | - | ------ |  |  | - | - | 
|Description                           |  | March 
31,2011                                              |        |  | Fair value measurement at reporting date using |  
|                                      |  | Quoted Prices 
inActive Marketsfor
IdenticalAssets(Level 1) |        |  | SignificantOtherObservableInputs(Level 2)      |   |        | SignificantUnobservable
Inputs(Level 3) | 
|                                      |  |                                                             |       
|Assets                                |  |                                                             |        |  |                                                |   |        |                                         |  |   |        |  |  |   |   | 
|Short term investments:               |  |                                                             |        |  |                                                |   |        |                                         |  |   |        |  |  |   |   | 
|Money market mutual funds             |  | $                                                           | 35,471 |  |                                                | $ | 35,471 |                                         |  | $ |       |  |  | $ |  | 
|Non convertible debentures            |  |                                                             | 1,121  |  |                                                |   |       |                                         |  |   | 1,121  |  |  |   |  | 
|Foreign exchange derivative contracts |  |                                                             | 14,917 |  |                                                |   |       |                                         |  |   | 14,917 |  |  |   |  | 
|                                      |  |                                                             |        |  |                                                |   |        |                                         |  |   |        |  |  |   |   | 
|Total current assets                  |  | $                                                           | 51,509 |  |                                                | $ | 35,471 |                                         |  | $ | 16,038 |  |  | $ |  | 
|                                      |  |                                                             |        |  |                                                |   |        |                                         |  |   |        |  |  |   |   | 
|Other investments:                    |  |                                                             |        |  |                                                |   |        |                                         |  |   |        |  |  |   |   | 
|Non convertible debentures            |  | $                                                           | 2,242  |  |                                                | $ |       |                                         |  | $ | 2,242  |  |  | $ |  | 
|                                      |  |                                                             |        |  |                                                |   |        |                                         |  |   |        |  |  |   |   | 
|Total assets                          |  | $                                                           | 2,242  |  |                                                | $ |       |                                         |  | $ | 2,242  |  |  | $ |  | 
|                                      |  |                                                             |        |  |                                                |   |        |                                         |  |   |        |  |  |   |   | 
|Liabilities                           |  |                                                             |        |  |                                                |   |        |                                         |  |   |        |  |  |   |   | 
|Foreign exchange derivative contracts |  | $                                                           | 62     |  |                                                | $ |       |                                         |  | $ | 62     |  |  | $ |  | 
|                                      |  |                                                             |        |  |                                                |   |        |                                         |  |   |        |  |  |   |   | 
|Total liabilities                     |  | $                                                           | 62     |  |                                                | $ |       |                                         |  | $ | 62     |  |  | $ |  | 
|                                      |  |                                                             |        |  |                                                |   |        |                                         |  |   |        |  |  |   |   | 
|                                      |  |                                                            
|Description                           |  | December 
31,2010                                           |        |  | Fair value measurement at reporting date using |  
|                                      |  | Quoted Prices 
inActive Marketsfor
IdenticalAssets(Level 1) |        |  | SignificantOtherObservableInputs(Level 2)      |   |        | SignificantUnobservable
Inputs(Level 3) | 
|                                      |  |                                                             |       
|Assets                                |  |                                                             |        |  |                                                |   |        |                                         |  |   |        |  |  |   |   | 
|Short term investments:               |  |                                                             |        |  |                                                |   |        |                                         |  |   |        |  |  |   |   | 
|Money market mutual funds             |  | $                                                           | 70,796 |  |                                                | $ | 70,796 |                                         |  | $ |       |  |  | $ |  | 
|Non convertible debentures            |  |                                                             | 1,119  |  |                                                |   |       |                                         |  |   | 1,119  |  |  |   |  | 
|Foreign exchange derivative contracts |  |                                                             | 1,049  |  |                                                |   |       |                                         |  |   | 1,049  |  |  |   |  | 
|                                      |  |                                                             |        |  |                                                |   |        |                                         |  |   |        |  |  |   |   | 
|Total current assets                  |  | $                                                           | 72,964 |  |                                                | $ | 70,796 |                                         |  | $ | 2,168  |  |  | $ |  | 
|                                      |  |                                                             |        |  |                                                |   |        |                                         |  |   |        |  |  |   |   | 
|Other investments:                    |  |                                                             |        |  |                                                |   |        |                                         |  |   |        |  |  |   |   | 
|Non convertible debentures            |  | $                                                           | 2,237  |  |                                                | $ |       |                                         |  | $ | 2,237  |  |  | $ |  | 
|                                      |  |                                                             |        |  |                                                |   |        |                                         |  |   |        |  |  |   |   | 
|Total assets                          |  | $                                                           | 2,237  |  |                                                | $ |       |                                         |  | $ | 2,237  |  |  | $ |  | 
|                                      |  |                                                             |        |  |                                                |   |        |                                         |  |   |        |  |  |   |   | 
|Liabilities                           |  |                                                             |        |  |                                                |   |        |                                         |  |   |        |  |  |   |   | 
|Foreign exchange derivative contracts |  | $                                                           | 255    |  |                                                | $ |       |                                         |  | $ | 255    |  |  | $ |  | 
|                                      |  |                                                             |        |  |                                                |   |        |                                         |  |   |        |  |  |   |   | 
|Total liabilities                     |  | $                                                           | 255    |  |                                                | $ |       |                                         |  | $ | 255    |  |  | $ |  | 
|                                      |  |                                                             |        |  |                                                |   |        |                                         |  |   |        |  |  |   |   | 



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iGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2011 AND 2010



|11. | Employee Benefits
|--- | -----------------

Defined
Contribution Plan

The Companys eligible employees in India participate in the Employees Provident Fund (the
Provident Fund), which is a defined contribution plan. The employee and the Company make monthly contributions of a specified percentage of salary to the Provident Fund, which is administered by the prescribed authority in India. The
aggregate contributions along with interest thereon are paid at retirement, death, incapacitation or termination of employment. The Companys contribution to the Provident Fund for the three months ended March 31, 2011 and 2010 was $0.7
million and $0.6 million, respectively.

401(k) Plan

Eligible United States employees of the Company participate in an employee retirement savings plan (the Plan) under Section 401(k) of the United States Internal Revenue Code. The Plan
allows for employees to defer a portion of their annual earnings on a pre-tax basis through voluntary contributions to the Plan. The Plan does not provide for any Company matching.

Defined Benefit Plan

The Company provides for gratuity, a defined benefit
retirement plan covering eligible employees in India. The plan provides a lump sum payment to the vested employees at retirement, death, incapacitation or termination of employment, subject to a specified period of service based on the respective
employees salary and the tenure of employment. Liabilities with regard to the plan are determined by actuarial valuation. The contributions are made to the Company administered trust and managed by a third party fund manager.

The following table sets forth the net periodic cost recognized by the Company in respect of the Plan (in thousands):



|                                      |  |                              |     |   |      |   |     |  
|------------------------------------- |  | ---------------------------- | --- | - | ---- | - | --- | -
|                                      |  | Three Months EndedMarch 
31, |    
|                                      |  | 2011                         |     |   | 2010 |  
|Net periodic plan cost                |  |                              |     |   |      |   |     |  
|Service cost                          |  | $                            | 254 |   |      | $ | 215 |  
|Interest cost                         |  |                              | 86  |   |      |   | 52  |  
|Expected return on plan asset         |  |                              | (71 | ) |      |   | (54 | )
|Recognized net actuarial (gain)/loss  |  |                              | (16 | ) |      |   | 5   |  
|                                      |  |                              |     |   |      |   |     |  
|Net periodic plan cost for the period |  | $                            | 253 |   |      | $ | 218 |  
|                                      |  |                              |     |   |      |   |     |  



|12. | Share-based compensation
|--- | ------------------------

During the three months ended March 31, 2011 and 2010, the Company granted 128,000 and 184,238 options, respectively. During the
three months ended March 31, 2011 and 2010, the Company granted 120,411 and 245,733 stock awards, respectively.

The
dividends paid on unvested restricted stock awards are charged to compensation cost. The Company recorded nil and $0.06 million as compensation cost for dividends paid on shares of unvested restricted stock for the three months period ended
March 31, 2011 and 2010, respectively.

Share-based compensation expense recorded in income from operations during the
three months ended March 31, 2011 and 2010 (in thousands):



|                                            |  |                              |       |  |      |   |       | 
|------------------------------------------- |  | ---------------------------- | ----- |  | ---- | - | ----- | 
|                                            |  | Three Months EndedMarch 
31, |      
|                                            |  | 2011                         |       |  | 2010 |  
|Share-based compensation recorded in        |  |                              |       |  |      |   |       | 
|Cost of revenues                            |  | $                            | 424   |  |      | $ | 444   | 
|Selling, general and administrative expense |  |                              | 1,084 |  |      |   | 815   | 
|                                            |  |                              |       |  |      |   |       | 
|Total share-based compensation expense      |  | $                            | 1,508 |  |      | $ | 1,259 | 
|                                            |  |                              |       |  |      |   |       | 



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##### Table of Contents

iGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2011 AND 2010



During the three months ended March 31, 2011 and 2010, the Company issued
0.22 million and 0.14 million shares, respectively, upon exercise of stock options and awards.



|13. | Other income
|--- | ------------

Components
of other income for the three months ended March 31, 2011 and 2010 (in thousands):



|                             |  |                              |       |  |      |   |       | 
|---------------------------- |  | ---------------------------- | ----- |  | ---- | - | ----- | 
|                             |  | Three Months EndedMarch 
31, |      
|                             |  | 2011                         |       |  | 2010 |  
|Investment income            |  | $                            | 1,026 |  |      | $ | 471   | 
|Gain on sale of fixed assets |  |                              | 4     |  |      |   | 1,118 | 
|Other                        |  |                              | 67    |  |      |   | 583   | 
|                             |  |                              |       |  |      |   |       | 
|Other income                 |  | $                            | 1,097 |  |      | $ | 2,172 | 
|                             |  |                              |       |  |      |   |       | 



|14. | Concentration of revenues
|--- | -------------------------

The following is a concentration of iGATE revenues greater than 10% by customer for the periods shown:



|                         |  |                              |    |   |      |  |    |  
|------------------------ |  | ---------------------------- | -- | - | ---- |  | -- | -
|                         |  | Three Months EndedMarch 
31, |   
|                         |  | 2011                         |    |   | 2010 | 
|Royal Bank of Canada     |  |                              | 38 | % |      |  | 33 | %
|General Electric Company |  |                              | 19 | % |      |  | 20 | %



|15. | Share capital
|--- | -------------

On
January 4, 2011, the Board of Directors approved, and recommended to the shareholders, an amendment to increase the number of authorized shares of Common Stock issuable under our articles of incorporation from 100,000,000 to 700,000,000.

On January 4, 2011, the Board of Directors also authorized the creation and issuance of 480,000 shares of Series B
Preferred Stock out of the 20,000,000 existing authorized shares of Preferred Stock. Pursuant to the securities purchase agreement with Viscaria Limited, on February 1, 2011 (the first closing date), the Company issued 210,000 shares of Series
B Preferred Stock to Viscaria Limited for a purchase consideration of $210 million.



|16. | Commitments and Contingencies
|--- | -----------------------------

Capital
commitments

As of March 31, 2011, the Company has open purchase orders totaling $4.9 million to purchase property and
equipment.

Bank guarantees

As of March 31, 2011, guarantees and letter of credit provided by banks on behalf of iGS to customs authorities and vendors for capital procurements aggregated to $0.5 million. These guarantees and
letters of credit have a remaining expiry term of approximately one to three years.

Other commitments

The Companys business process delivery centers in India are 100% Export Oriented units or Software Technology Parks of India units
(STPI) under the STPI guidelines issued by the Government of India. These units are exempted from customs, central excise duties, and levies on imported and indigenous capital goods, stores, and spares. The Company has executed legal
undertakings to pay custom duty, central excise duty, levies, and liquidated damages payable, if any, in respect of imported and indigenous capital goods, stores, and spares consumed duty free, in the event that certain terms and conditions are not
fulfilled.



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iGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2011 AND 2010



The Company has entered into a service agreement with a customer that provides such
customer the option, exercisable at any time by providing 60 days notice to the Company to acquire an equity stake of up to 7% of the Companys outstanding voting shares at fair market value. The fair market value is the volume weighted
average trading price of the Companys shares on the NASDAQ Market for five consecutive trading days immediately before the date on which the customer delivers its notice under the option. The option does not restrict the customer in any way
from buying the Companys shares in the open market. The service agreement also requires the Company to register the shares upon exercise of the option by the customer and there are no events or circumstances that would require the Company to
transfer consideration under the agreement.

Contingencies

As of March 31, 2011, iGS has open tax demands amounting to $0.6 million including interest of $0.09 million issued by the Income tax department pertaining to assessment years 2004-05 and 2006-07
disallowing the tax benefits under section 10A of the Indian Income Tax Act, 1961. iGS has appealed with the Commissioner of Income Tax (Appeals) (CIT Appeals) and Income tax Appellate Tribunal (ITAT). Pending the disposal of
the appeals, the entire demand has been paid by the Company and recorded as advance payment of income taxes. During the current quarter, iGS has received the final assessment order with a demand of $2.4 million including interest of $0.7 million
issued by the Income tax department pertaining to the assessment year 2007-08 disallowing tax benefits under section 10A of the Indian Income Tax Act, 1961, transfer pricing adjustment for the interest on loans to its subsidiary. iGS has filed
an appeal with the CIT Appeals. iGS has obtained stay for payment of 50% of the demand amount and the remaining 50% has been paid by the Company and recorded as advance payment of income taxes.

Based on managements assessment of the tax demands received by iGS and on advice of its counsel, the
Company believes that it is not probable that a loss will result from the above tax demands.

As of March 31,
2011, CIT (Appeals) and ITAT allowed the tax benefits claimed under section 10A of the Indian Income Tax Act, 1961, made by iGS amounting to $1.17 million pertaining to the demand issued by the Income tax department for the assessment years 2001-02,
2002-03 and 2003-04. The tax department has appealed this matter to the High Court.



|17. | Subsequent Events
|--- | -----------------

In
accordance with the requirements of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997, as amended, and a tender offer pursuant to the U.S. Securities Exchange Act of 1934, as amended, and
the rules and regulations of the U.S. Securities and Exchange Commission, on April 8, 2011, the Purchasers made a mandatory open public offer to the other shareholders of Patni to purchase up to an additional 20.6% of the outstanding shares of
Patni (20% of the outstanding share capital on a fully diluted basis). The mandatory open offer closed on April 27, 2011 and was fully subscribed.

On April 29, 2011, the Company issued $770 million in aggregate principal amount of 9.0% Senior Notes (the Notes) due 2016, the proceeds of which will be used to finance the Patni
Acquisition. Net proceeds from the sale of Notes were $738 million after reducing commitment, placement and other financing and professional fees. The Notes require semi-annual interest payments on May 1 and November 1. The Notes are
fully and unconditionally guaranteed (the Guarantees), jointly and severally, on a senior unsecured basis by each of the Companys existing and future wholly-owned domestic (USA) subsidiaries. The Notes and the Guarantees are ranked
senior in right of payment to all the Companys and the guarantors subordinated indebtedness and equal in right of payment with any of the Companys and the guarantors other senior unsecured indebtedness. The Notes will mature
on May 1, 2016 and the entire principal amount will be paid at maturity. The Company may redeem the Notes in whole or in part on and after May 1, 2014 at the redemption prices specified in the indenture governing the Notes, plus accrued
and unpaid interest to the date of redemption. The Company may also redeem the Notes in whole or in part prior to May 1, 2014 by paying a make-whole premium, plus accrued and unpaid interest to the date of redemption. In addition,
the Company may redeem up to 35% of the Notes before May 1, 2014 with the proceeds of certain equity offerings.



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iGATE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2011 AND 2010



The Company has evaluated subsequent events through the date of filing the financial
statements and no events have occurred, other than those described above, from the balance sheet date that would impact the Consolidated Financial Statements.



|18. | Recently Adopted Accounting Pronouncements
|--- | ------------------------------------------

In October 2009, the FASB issued ASU No. 2009-13 Revenue recognitionMultiple deliverable revenue arrangements. The ASU provides amendments to the criteria in Revenue
recognitionmultiple element arrangements for separating consideration in multiple element arrangements. The amendments in this ASU establish a selling price hierarchy for determining the selling price of a deliverable. Further, the term
fair value in the revenue guidance will be replaced with selling price to clarify that the allocation of revenue is based on entity-specific assumptions rather than assumptions of a market place participant. The amendments in this ASU
will be effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The adoption of this ASU did not have a significant impact on the
Companys financial position and results as of and for the three months ended March 31, 2011.



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##### Table of Contents

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Some of the statements in this Form 10-Q contain statements that are not historical facts and
that constitute forward-looking statements within the meaning of such term under the Private Securities Litigation Reform Act of 1995. These forward-looking statements include our financial growth and liquidity projections as well as
statements concerning our plans, strategies, intentions and beliefs concerning our business, cash flows, costs and the markets in which we operate. Without limiting the foregoing, the words believes, anticipates,
plans, expects and similar expressions are intended to identify certain forward-looking statements. These forward-looking statements are based on information currently available to us, and we assume no obligation to update
these statements as circumstances change. There are risks and uncertainties that could cause actual events to differ materially from these forward-looking statements. While we cannot predict all of the risks and uncertainties, they include, but are
not limited to, our ability to predict our financial performance, the level of market demand for our services, the highly-competitive market for the types of services that we offer, the impact of competitive factors on profit margins, market
conditions that could cause our customers to reduce their spending for our services, our ability to create, acquire and build new businesses and grow our existing businesses, our ability to attract and retain qualified personnel, our ability to
reduce costs and conserve cash, currency fluctuations and market conditions in India and elsewhere around the world, political and military tensions in India and Southern Asia, changes in generally accepted accounting principles and/or their
interpretation and other risks that are described in more detail in our filings with the Securities and Exchange Commission, including our Form 10-K (Form 10-K) for the year ended December 31, 2010.

Unless otherwise indicated or the context otherwise requires, all references in this report to iGATE, the
Company, us, our, or we are to iGATE Corporation, a Pennsylvania corporation, and its consolidated subsidiaries. iGATE Corporation, formerly named iGATE Capital Corporation, through its operating
subsidiaries, is a worldwide provider of Information Technology (IT) and IT enabled operations offshore outsourcing services to large and medium-sized organizations. These services include client/server design and development,
conversion/migration services, offshore outsourcing, enterprise resource planning (ERP) package implementation and integration services, software development and applications maintenance outsourcing.

Website Access to SEC Reports

The Companys website is http://www.igate.com. The Companys Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, current reports on Form 8-K and any amendments to these reports are
available free of charge on the Investors page of the Companys website as soon as reasonably practicable after the reports are filed electronically with the Securities and Exchange Commission.

Business Overview

We
are a worldwide outsourcing provider of integrated end-to-end offshore centric information technology (IT) and IT-enabled operations solutions and services. Our clients are primarily Global 2000 customers from the financial, insurance,
manufacturing, retail, healthcare, and media and entertainment industries. We work with clients to optimize their businesses, secure year-on-year cost benefits, and tie costs to business needs and results. Our IT services include client/server
design and development, conversion/migration services, offshore business services provisioning, enterprise resource planning (ERP) package implementation and integration services, software development and applications maintenance,
outsourcing technology and process consulting, data warehousing, enterprise solutions, application development, testing services, infrastructure management services and business process outsourcing (BPO). We also offer Integrated
Technology and Operations (iTOPS) solutions that integrate IT outsourcing and IT-enabled operations, offshore outsourcing solutions and services seamlessly. In addition to cost savings, the iTOPS model provides clients with innovative
ways to enhance the quality and performance of their operations through better alignment of business processes to IT infrastructure.

We believe our innovative approach of integrating IT and IT-enabled operations and our ability to leverage a global delivery model provide our clients with clearly differentiated and demonstrated value.
We employ an offshore/nearshore delivery model with over 8,000 employees and 29 offices worldwide. Our global delivery model leverages both onsite delivery and comprehensive offshore services, depending upon a clients location and preferences.
We target large and medium-sized organizations across a diverse set of industries, including financial services, insurance, manufacturing, retail, healthcare and media and entertainment. We were founded in 1986 and our principal executive office is
located in Fremont, California. We have operations in India, Canada, the United States, Europe, Mexico, Singapore, Malaysia, Japan and Australia.

A majority of our clients have headquarters in North America and operate internationally. iGATE has 8,130 employees as of April 30, 2011.

We market our service offerings to large and medium-sized organizations. Certain contracts are based upon a fixed price with payment
based upon deliverables and/or project milestones reached. Certain contracts are time-and-materials based where contract payments are based on the number of consultant hours worked on the project. Certain contracts with no stated deliverables have a



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##### Table of Contents

designated workforce and are based on fixed periodic payments. Some process outsourcing contracts provide pricing per transaction. Customers typically have the right to cancel contracts with
minimal notice. Contracts with deliverables or project milestones can provide for certain penalties if the deliverables or project milestones are not met within contract timelines.

We service customers in a wide range of industries. Our largest customer is Royal Bank of Canada (RBC) which accounted for
approximately 38% and 33% of revenues for the three months ended March 31, 2011 and March 31, 2010, respectively. Our second largest customer, General Electric Company (GE), accounted for approximately 19% and 20% of revenues
for the three months ended March 31, 2011 and 2010, respectively. iGATE is a Global Preferred Partner of RBC.

Recent Developments

Acquisition of a Majority Stake in Patni Computer Systems Limited

On January 10, 2011, two of the Companys wholly-owned subsidiaries, Pan-Asia iGATE Solutions, a company incorporated under the
laws of Mauritius (iGATE Mauritius), and iGATE Global Solutions Limited, a company incorporated under the laws of India (iGS and, together with iGATE Mauritius, the Purchasers) entered into certain definitive
agreements to acquire a majority stake in Patni Computer Systems Limited (the Patni Acquisition).

The Patni
Acquisition involves acquiring 60.1 million shares or 45.6% of the outstanding share capital from the promoters of Patni Computer Systems Limited (Patni) (43.6% of the outstanding share capital on a fully diluted basis) and
22.9 million shares (inclusive of the American Depositary Shares representing 20.2 million shares) or 17.4% of the outstanding share capital from General Atlantic Mauritius Limited (16.6% of the outstanding share capital on a fully diluted
basis) from General Atlantic Mauritius Limited. In accordance with the requirements of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997, as amended, and a tender offer pursuant to the U.S.
Securities Exchange Act of 1934, as amended, and the rules and regulations of the U.S. Securities and Exchange Commission, the Purchasers made a mandatory open public offer on April 8, 2011 to the other shareholders of Patni to purchase up to
an additional 20.6% of the outstanding shares of Patni (20% of the outstanding share capital on a fully diluted basis). The mandatory open offer closed on April 27, 2011 and was fully subscribed.

The Patni Acquisition is valued at approximately $1.22 billion. The Patni Acquisition is expected to be completed on or about
May 12, 2011. The Patni Acquisition is subject to several conditions, including receipt of required regulatory approvals (or termination of applicable waiting periods).

Post announcement of the acquisition, the Company has obtained clearance on January 24, 2011 under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, and also obtained clearance on
January 28, 2011 from the Irish Competition Authority. The Company has also applied for regulatory clearances from the Austrian Federal Competition Authority, Brazilian Cade, SEAE and SDE. The Company received approval from the Securities
Exchange Board of India on March 25, 2011.

On January 10, 2011, we also entered into a securities purchase
agreement, with Viscaria Limited, a company backed by funds advised by Apax Partners LLP and Apax Partners, L.P., to raise equity financing to fund a portion of the cash consideration required to consummate the Patni Acquisition. Under the
securities purchase agreement, we agreed to sell to Viscaria Limited, 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 up to an aggregate purchase price of $480 million. Pursuant to the terms of such securities purchase agreement, the purchase of the Series B Preferred Stock occurs at two separate closings. On February 1, 2011, (the first
closing date), Viscaria Limited purchased 210,000 shares of the Series B Preferred Stock, for an aggregate purchase price of $210 million ($209.3 million net of issuance costs).

On April 29, 2011, the Company issued $770 million aggregate principal amount of 9.0% Senior Notes due 2016 (Notes) in a
private placement for financing part of the Patni Acquisition. Net proceeds from the sale of Notes were $738 million after reducing commitment, placement and other financing and professional fees. The Notes require semi-annual interest payments on
May 1 and November 1. The Notes will mature on May 1, 2016 and the entire principal amount will be paid at maturity.



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##### Table of Contents

Reportable Financial Segments

The Companys Chief Executive Officer, who is the chief decision-making officer, reviews the operations of the Company on a
consolidated basis. As a result of this, the Company is operating as a single reportable segment.

Critical Accounting Policies

Our critical accounting policies are described in the summary of significant accounting policies as discussed in Note 1 of
our Form 10-K.

Recently Adopted Accounting Pronouncements

In October 2009, the FASB issued ASU No. 2009-13 Revenue recognitionMultiple deliverable revenue arrangements . The ASU provides amendments to the criteria in Revenue
recognitionmultiple element arrangements for separating consideration in multiple element arrangements. The amendments in this ASU establish a selling price hierarchy for determining the selling price of a deliverable. Further, the term
fair value in the revenue guidance will be replaced with selling price to clarify that the allocation of revenue is based on entity-specific assumptions rather than assumptions of a market place participant. The amendments in this ASU
will be effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The adoption of this ASU did not have a significant impact on the
Companys financial position and results as of and for the three months ended March 31, 2011.

Results of Operations for the
Three Months Ended March 31, 2011 as Compared to the Three Months Ended March 31, 2010:



|                                               |  |                              |        |  |              |  |       |                                       |  |   |              |   |  |  |       |   |  |  |       |  
|---------------------------------------------- |  | ---------------------------- | ------ |  | ------------ |  | ----- | ------------------------------------- |  | - | ------------ | - |  |  | ----- | - |  |  | ----- | -
|                                               |  | Three months ended March 31, |       
|                                               |  | 2011                         |        |  | 2010         |  |       | % changeof Amountfromcomparableperiod | 
|                                               |  | Amount                       |        |  | % ofRevenues |  |       | Amount                                |  |   | % ofRevenues |   |  |  |      
|Revenues                                       |  | $                            | 75,798 |  |              |  | 100.0 | %                                     |  | $ | 57,890       |   |  |  | 100.0 | % |  |  | 30.9  | %
|Cost of revenues (a)                           |  |                              | 44,795 |  |              |  | 59.1  |                                       |  |   | 34,678       |   |  |  | 59.9  |   |  |  | 29.2  |  
|                                               |  |                              |        |  |              |  |       |                                       |  |   |              |   |  |  |       |   |  |  |       |  
|Gross margin                                   |  |                              | 31,003 |  |              |  | 40.9  |                                       |  |   | 23,212       |   |  |  | 40.1  |   |  |  | 33.6  |  
|Selling, general and administrative            |  |                              | 21,747 |  |              |  | 28.7  |                                       |  |   | 10,005       |   |  |  | 17.3  |   |  |  | 117.3 |  
|Depreciation and amortization                  |  |                              | 2,307  |  |              |  | 3.0   |                                       |  |   | 2,222        |   |  |  | 3.8   |   |  |  | 3.9   |  
|                                               |  |                              |        |  |              |  |       |                                       |  |   |              |   |  |  |       |   |  |  |       |  
|Income from operations                         |  |                              | 6,949  |  |              |  | 9.2   |                                       |  |   | 10,985       |   |  |  | 19.0  |   |  |  | (36.7 | )
|Interest expense                               |  |                              | 89     |  |              |  | 0.1   |                                       |  |   | 19           |   |  |  | (b    | ) |  |  | (c    | )
|Foreign exchange gain/(loss), net              |  |                              | 18,845 |  |              |  | 24.9  |                                       |  |   | (1,321       | ) |  |  | (2.3  | ) |  |  | (d    | )
|Other income                                   |  |                              | 1,097  |  |              |  | 1.4   |                                       |  |   | 2,172        |   |  |  | 3.8   |   |  |  | (49.5 | )
|                                               |  |                              |        |  |              |  |       |                                       |  |   |              |   |  |  |       |   |  |  |       |  
|Income before income taxes                     |  |                              | 26,802 |  |              |  | 35.4  |                                       |  |   | 11,817       |   |  |  | 20.5  |   |  |  | 126.8 |  
|Income tax expense                             |  |                              | 8,863  |  |              |  | 11.7  |                                       |  |   | 203          |   |  |  | 0.4   |   |  |  | (e    | )
|                                               |  |                              |        |  |              |  |       |                                       |  |   |              |   |  |  |       |   |  |  |       |  
|Net income                                     |  |                              | 17,939 |  |              |  | 23.7  |                                       |  |   | 11,614       |   |  |  | 20.1  | % |  |  | 54.5  |  
|Accretion to preferred stock                   |  |                              | 15     |  |              |  | (b    | )                                     |  |   |             |   |  |  |      |   |  |  | (f    | )
|Preferred dividend                             |  |                              | 2,723  |  |              |  | 3.6   |                                       |  |   |             |   |  |  |      |   |  |  | (f    | )
|                                               |  |                              |        |  |              |  |       |                                       |  |   |              |   |  |  |       |   |  |  |       |  
|Net income attributable to common stockholders |  | $                            | 15,201 |  |              |  | 20.1  | %                                     |  | $ | 11,614       |   |  |  | 20.1  | % |  |  | 30.9  | %
|                                               |  |                              |        |  |              |  |       |                                       |  |   |              |   |  |  |       |   |  |  |       |  



|(a) | Cost of revenues is exclusive of depreciation and amortization.
|--- | ---------------------------------------------------------------

|(b) | The % is insignificant.
|--- | -----------------------

|(c) | As the absolute numbers are insignificant, the % change from comparable period is not computed.
|--- | -----------------------------------------------------------------------------------------------

|(d) | As the current period has unrealized and realized foreign currency movements gain on fair value hedges which is the main component of other income, net as compared
to the previous year comparable period, the % change from comparable period is not computed.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(e) | As the effective tax rate is a better comparable measure, the % change from comparable period is not computed.
|--- | --------------------------------------------------------------------------------------------------------------



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|(f) | As the Series B Preferred Stock was issued during the current period, the % change of preferred dividend and accretion to preferred stock, is not computed.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------

Revenues for the three months ended March 31, 2011 increased by 30.9%, as compared to the three months
ended March 31, 2010. Our revenue increase for the periods presented is directly attributable to a combination of increased business with our recurring customers, favorable movement in currency markets and new customer wins. There was an
increase in average billable headcount from 6,705 for the three months ended March 31, 2010 to 7,728 for the three months ended March 31, 2011. Revenues increased due to increased volume by 18.2%, increased average blended realization rate
by 9.3% and favorable movement in currency markets by 3.4% for the three months ended March 31, 2011 as compared to the three months ended March 31, 2010. Our top five customers accounted for 73.3% and 72.7% of the revenue for the three
months ended March 31, 2011 and 2010, respectively.

The gross margin as a percentage of revenues (gross margin
percentage) was 40.9% for the three months ended March 31, 2011, as compared to 40.1% for the three months ended March 31, 2010. The marginal difference in the gross margin percentage is due to the favorable movement of the US Dollar
against other currencies.

Selling, general and administrative expenses (S,G&A) include all costs that are not
directly associated with revenue generating activities. S,G&A expenses include employee costs, corporate costs and facilities costs. Employee costs include administrative salaries and related employee benefits, travel, recruiting and training
costs. Corporate costs include costs such as legal, accounting and outside consulting fees. Facilities costs primarily include rent and communications costs.

S,G&A costs for the three months ended March 31, 2011 were 28.7% of revenues, as compared to 17.3% of revenues for the three months ended March 31, 2010. Our net employee costs increased by
approximately $1.3 million for the three months ended March 31, 2011 as compared to the three months ended March 31, 2010, mainly due to an increase in salaries, performance bonus and benefits of $0.8 million and travel related expenses of
$0.4 million. Our net corporate costs increased by $10.0 million mainly due to expenses associated with the Patni Acquisition of $7.8 million, lease termination costs $0.5 million and SAP software write off charges of $1.5 million. Our net
facilities costs increased by $0.5 million for the three months ended March 31, 2011, mainly due to increase in rental, maintenance and communication related expenses.

Depreciation and amortization cost for the three months ended March 31, 2011 were 3.0% of revenue, as compared to 3.8% of revenue for the three months ended March 31, 2010 representing an
increase of $0.1 million.

Operating income percentage was 9.2% for the three months ended March 31, 2011 as compared to
19.0% for the three months ended March 31, 2010. The decrease in operating income percentage was mainly due to onetime expenses associated with the Patni Acquisition amounting to $7.8 or 10.3% or revenues recorded for the three months ended
March 31, 2011.

Foreign exchange gain/(loss), net

In connection with the investments in Patni, in January 2011 iGATE Mauritius entered into flexible non-deliverable forward contracts USD/INR with Standard Chartered Bank (SCB) and The Hongkong
and Shanghai Banking Corporation Limited (HSBC) for notional amounts totaling $760 million to sell USD and buy INR at the strike rate, with various settlement dates between February 7, 2011 to May 20, 2011 (both the days
inclusive). Foreign exchange gain is primarily comprised of favorable foreign currency movement resulting in unrealized gain amounting to $14.3 million on these contracts which was partly offset by realized loss on settled contracts amounting to
$0.5 million for the three months ended March 31, 2011.

The Company also recognized favorable foreign currency movement
resulting in the realized gain of $0.3 million on settlement of cash flow hedges for the three months ended March 31, 2011 as compared to loss of $0.8 million for the three months ended March 31, 2010. As of March 31, 2011, all of our
outstanding option contracts designated as cash flow hedges met the qualifying criteria to receive hedge accounting.

We also
recognized a favorable foreign currency gain of $4.6 million on remeasurement of escrow account balance for the three months ended March 31, 2011 and $0.1 million of favorable foreign currency gain related to our intercompany debt in India as
compared to an unfavorable foreign currency loss of $0.6 million for the three months ended March 31, 2010.

Other income

Our investment income for the three months ended March 31, 2011 totaled $1.1 million as compared to $0.5 million
for the three months ended March 31, 2010. The increase in investment income is due to the profit on redemption of mutual fund units during the current quarter. We recognized gain on sale of fixed assets of $1.1 million and gain on sale of
investment in affiliate of $0.6 million during the three months ended March 31, 2010



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Our effective tax rate was 33.1% and 1.7% during the three months ended March 31, 2011
and 2010, respectively. The increase in effective tax rate is mainly due to the expiry of the tax holiday on our foreign earnings in March 2011.

Preferred dividend

On February 1, 2011, pursuant to the
securities purchase agreement with Viscaria Limited dated January 10, 2011, the Company issued 210,000 shares of Series B Preferred Stock to Viscaria Limited for a consideration of $210 million. We have accrued for cumulative dividends of $2.7
million at a rate of 8.00% per annum, compounded quarterly for the three months ended March 31, 2011.

Liquidity and Capital
Resources

Cash from Operations

Cash provided by operations was $3.9 million and $3.8 million for the three months ended March 31, 2011 and 2010, respectively. Cash provided by operations has historically been our significant
source of liquidity.

Cash collected from the customers is $66.4 million during the three months ended March 31, 2011 as
compared to $51.0 million for the three months ended March 31, 2010. Payments made to the vendors for operating activities are $63.7 million during the three months ended March 31, 2011 as compared to $47.2 million for the three months
ended March 31, 2010. The collections and payments have increased in 2011 as compared to 2010 due to the increased operations.

Investing Activities

Cash provided by investing activities was $31.4
million for the three months ended March 31, 2011 as compared to the cash used in investing activities of $10.1 million for the three months ended March 31, 2010.

During the three months ended March 31, 2011, we incurred capital expenditures of $4.2 million as compared $1.9 million for the three months ended March 31, 2010. During the three month period
ended March 31, 2010, we sold an office building located in Bangalore, India for a consideration of $2.8 million.

Our
investment portfolio and other investments decreased by $35.6 million for the three months ended March 31, 2011 as compared to an increase of $11.3 million for the three months ended March 31, 2010. The decrease in investments during the
current period was due to liquidating our portfolio in anticipation of the Patni Acquisition.

Financing Activities

Cash provided by financing activities for the three months ended March 31, 2011 was $239.1 million, as compared to
cash used in financing activities of $5.8 million for the three months ended March 31, 2010. On February, 1, 2011, we issued Series B Preferred Stock amounting to $210 million and the proceeds from such issuance (net of issuance costs of $0.7
million) of $209.3 million will be used to finance the Patni Acquisition. On February 21, 2011, we entered into an arrangement with a bank for availing an unsecured revolving working credit facility of $70 million at an annual interest rate of
LIBOR plus 195 basis points, renewable on an annual basis. In the current quarter, the Company borrowed $30.0 million of the line of credit at an interest rate of 2.41%. Dividends paid amounted to $6.1 million for the three months ended
March 31, 2010 and no dividends were paid during the current period, as the Board of Directors decided to retain the 2010 profits for funding the Patni Acquisition. The net proceeds from exercise of employee stock options were $0.2 million and
$0.3 million for the three months ended March 31, 2011 and 2010, respectively.

The Companys cash, cash equivalents
and short-term investments as of March 31, 2011 were $380.3 million as compared to $139.8 million as of December 31, 2010. The Company believes that cash generated from operations along with the unutilized line of credit arrangement will
be adequate to meet the Companys reasonably foreseeable operating liquidity requirements.

Recent events impacting
future cash flows

On January 10, 2011, the Purchasers entered into definitive agreements in connection with Patni
Acquisition. The Patni Acquisition involves acquiring 60.1 million shares or 45.6% of the outstanding share capital from the promoters of Patni (43.6% of the outstanding share capital on a fully diluted basis) and 22.9 million shares
(inclusive of the American Depositary Shares of 20.2 million shares) or 17.4% of the outstanding share capital (16.6% of the outstanding share capital on a fully diluted basis) from General Atlantic Mauritius Limited. In accordance with the
requirements of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997, as amended, and a tender offer pursuant to the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations
of the U.S. Securities and Exchange Commission, the Purchasers made a mandatory open public offer on April 8, 2011 to the other shareholders of Patni to purchase up to an additional 20.6% of the outstanding share capital of Patni (20% on a
fully diluted basis). The mandatory open offer closed on April 27, 2011 and was fully subscribed.



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On January 10, 2011, we also entered into a securities purchase agreement with Viscaria
Limited, a company backed by funds advised by Apax Partners LLP and Apax Partners, L.P., to raise equity financing to fund a portion of the cash consideration required to consummate the Patni Acquisition. Under the securities purchase agreement, we
agreed to sell to Viscaria Limited, 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 up to an aggregate
purchase price of $480 million. Pursuant to the terms of such securities purchase agreement, the purchase of the Series B Preferred Stock occurs at two separate closings. On February 1, 2011, (the first closing date), Viscaria Limited purchased
210,000 shares of Series B Preferred Stock, for an aggregate purchase price of $210 million ($209.3 million net of issuance costs).

On April 29, 2011, the Company issued $770 million ($738 million, net of commitment, placement and other financing and professional fees) aggregate principal amount of 9.0% Senior Notes due 2016
(Notes) in a private placement for financing part of the Patni Acquisition. The Notes require semi-annual interest payments on May 1and November 1. The Notes will mature on May 1, 2016 and the entire principal amount
will be paid at maturity.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.



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##### Table of Contents

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk Factors

Market risk factors associated with our business are discussed in Item 7A in our Annual Report on Form 10-K for the year ended December 31, 2010. There have been no material changes from the
market risk factors previously disclosed in the Companys Form 10-K.

Effect of Hypothetical Currency Rate
Fluctuations

Our primary net foreign currency exposure is the Rupee. The fair value of foreign exchange contracts is
subject to changes in foreign currency exchange rates.

As of March 31, 2011, the potential gain or loss in the fair
value of iGSs outstanding foreign currency contracts assuming hypothetical 10%, 5%, 2% and 1% fluctuations in currency rates would be approximately:



|                       |  |                                                |        |  |                               |   |        |                                                |  |   |        |  |  |   |        |  |  |    |        |  |    |   |        |     |  |   |        |   |  |   |        |   |  |   |        |  
|---------------------- |  | ---------------------------------------------- | ------ |  | ----------------------------- | - | ------ | ---------------------------------------------- |  | - | ------ |  |  | - | ------ |  |  | -- | ------ |  | -- | - | ------ | --- |  | - | ------ | - |  | - | ------ | - |  | - | ------ | -
|                       |  | Valuation given X% decreaseIn Rupee /
USD rate |        |  | Fair Valueas
ofMarch 31, 2011 |   |        | Valuation given X% increasein Rupee /
USD rate | 
|                       |  | (10%)                                          |        |  | (5%)                          |   |        | (2%)                                           |  |   | (1%)   |  |  |   | 1%     |  |  | 2% |        |  | 5% |   |        | 10% | 
|Rupee to U.S. Rate     |  |                                                | 40.136 |  |                               |   | 42.365 |                                                |  |   | 43.703 |  |  |   | 44.149 |  |  |    | 44.595 |  |    |   | 45.041 |     |  |   | 45.487 |   |  |   | 46.825 |   |  |   | 49.055 |  
|Derivative Instruments |  | $                                              | 12.9   |  |                               | $ | 6.4    |                                                |  | $ | 2.8    |  |  | $ | 1.6    |  |  | $  | 0.5    |  |    | $ | (0.6   | )   |  | $ | (1.7   | ) |  | $ | (4.8   | ) |  | $ | (9.6   | )

Seasonality

Our operations are generally not affected by seasonal fluctuations. However, our consultants billable hours are affected by national
holidays and vacation policies, which vary by country and by operating company.

Economic Trends and Outlook

According to Gartner Inc., an IT research and advisory company, the IT Services industry worldwide IT spending is forecasted to total
$824.4 billion in 2011, a 5.0 % increase from 2010 revenue of nearly $784.9 billion.

The global economic recovery
continues and modest growth in IT spending is expected. The potential for event-driven shocks such as the recent events occurred in Japan may impact the IT spending. The industry is aggressively pursuing innovations that it expects to stimulate
demand beyond such modest growth. Besides the organic growth, the industry players are also aggressively pursuing mergers and acquisitions to stimulate growth. We believe that our business model is somewhat diversified, both geographically and
operationallywe serve both IT and IT enabled solutions. We believe our strategy of a global delivery model and the Patni Acquisition positions us well to provide a greater breadth of services in catering to market needs and opportunities.



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##### Table of Contents

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities
Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to the Companys management, including its
Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the
participation of Company management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Companys disclosure controls and procedures pursuant to the Securities Exchange
Act of 1934 Rules 13a-15(b) and 15d-15(b). Based upon, and as of the date of this evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Companys disclosure controls and procedures were effective. The
results of managements assessment were reviewed with the Companys Audit Committee.

The certification required by
Section 302 of the Sarbanes-Oxley Act of 2002 are filed as exhibits 31.1 and 31.2, respectively, to this quarterly report on Form 10-Q.



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##### Table of Contents

PART II. OTHER INFORMATION

ITEM 1A. RISK FACTORS

The following risk factors are added to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2010.

Risks Relating to Our 9% Senior Notes due 2016 (the Notes) and Other Indebtedness

Our substantial indebtedness could materially adversely affect our financial health and prevent us from fulfilling our obligations under the Notes.

Our substantial amount of indebtedness could have important consequences. For example, it could:



| |  | make it more difficult for us to satisfy our obligations with respect to the Notes;
|- |  | -----------------------------------------------------------------------------------



| |  | limit our ability to borrow additional funds, or to sell assets to raise funds, if needed, for working capital, capital expenditures, acquisitions or
other purposes;
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | increase our vulnerability to adverse economic and industry conditions;
|- |  | -----------------------------------------------------------------------



| |  | require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing funds available for operations,
future business opportunities or other purposes, such as funding our working capital and capital expenditures;
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | limit our flexibility in planning for, or reacting to, changes in the business and industry in which we operate;
|- |  | ----------------------------------------------------------------------------------------------------------------



| |  | limit our ability to service our indebtedness;
|- |  | ----------------------------------------------



| |  | place us at a competitive disadvantage compared to any less leveraged competitors; and
|- |  | --------------------------------------------------------------------------------------



| |  | prevent us from raising the funds necessary to repurchase all Notes tendered to us upon the occurrence of certain changes of control, which failure to
repurchase would constitute a default under the indenture governing the Notes (the Indenture).
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The occurrence
of any one of these events could have a material adverse effect on our business, financial condition, cash flows, results of operations, prospects or ability to satisfy our obligations under the Notes.

Despite the level of our indebtedness, we may still incur significantly more indebtedness. This could further increase the risks associated with
our indebtedness.

Despite our current level of indebtedness, we and our subsidiaries may be able to incur significant additional
indebtedness, including secured indebtedness, in the future. Although the terms of the agreements governing our outstanding debt place restrictions on our and our subsidiaries ability to incur additional indebtedness, these restrictions are
subject to a number of qualifications and exceptions, and, under certain circumstances, the indebtedness incurred in compliance with such restrictions could be substantial. If new indebtedness is added to our and our subsidiaries debt levels,
the related risks that we and they face would be increased, and we may not be able to meet all of our debt obligations, including repayment of the Notes, in whole or in part.

The agreements governing our outstanding debt contain various covenants limiting the discretion of our management in operating our business and could prevent us from capitalizing on business
opportunities and taking some corporate actions.

The agreements governing our outstanding debt, including the Indenture, impose
significant operating and financial restrictions on us. These restrictions will limit or restrict, among other things, our ability and the ability of our restricted subsidiaries to:



| |  | incur additional indebtedness;
|- |  | ------------------------------



| |  | make restricted payments (including paying dividends on, redeeming, repurchasing or retiring our capital stock);
|- |  | ----------------------------------------------------------------------------------------------------------------



| |  | make investments;
|- |  | -----------------



| |  | create liens;
|- |  | -------------



| |  | sell assets;
|- |  | ------------



| |  | enter into agreements restricting our subsidiaries ability to pay dividends, make loans or transfer assets to us;
|- |  | ------------------------------------------------------------------------------------------------------------------



| |  | engage in transactions with affiliates; and
|- |  | -------------------------------------------



| |  | consolidate, merge or sell all or substantially all of our assets.
|- |  | ------------------------------------------------------------------



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These covenants are subject to certain exceptions and qualifications. In addition, the agreements governing
our outstanding debt require us, under certain circumstances, to maintain compliance with a financial covenant. Our ability to comply with this covenant may be affected by events beyond our control.

A breach of any of the covenants contained in these agreements, including our inability to comply with the financial covenants, could result in an event
of default thereunder, which would allow the lenders to declare all borrowings outstanding to be due and payable, which would in turn trigger an event of default under the Indenture and, potentially, our other indebtedness. At maturity or in the
event of an acceleration of payment obligations, we would likely be unable to pay our outstanding indebtedness with our cash and cash equivalents then on hand. We would, therefore, be required to seek alternative sources of funding, which may not be
available on commercially reasonable terms, terms as favorable as our current agreements or at all, or face bankruptcy. If we are unable to refinance our indebtedness or find alternative means of financing our operations, we may be required to
curtail our operations or take other actions that are inconsistent with our current business practices or strategy.

We may not have the
ability to raise the funds necessary to finance a change of control offer if required by the Indenture or the terms of our other indebtedness; certain important corporate events may not constitute a change of control.

Upon the occurrence of certain change of control events, we will be required to offer to purchase all outstanding Notes and other outstanding debt. A
change of control event under the Indenture could also constitute a change of control under our other outstanding debt, which could result in the acceleration of such outstanding debt. Any of our future debt agreements may contain similar
restrictions and provisions. If a change of control were to occur, we cannot assure you that we would have sufficient funds to pay the purchase price for all the Notes tendered by the holders or such other indebtedness and under the Indenture and
other agreements governing our outstanding debt we may not be permitted to repurchase such other indebtedness, which could result in an event of default under such indebtedness.

Moreover, under the Indenture, certain important corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a change of
control and thus would not give rise to any repurchase obligations.

The trading prices for the Notes will be directly affected by
many factors, including our credit ratings, many of which are beyond our and our managements control.

Credit rating agencies
continually revise their ratings for companies they follow, including us. Any ratings downgrade could adversely affect the trading price of the Notes, or the trading market for the Notes, to the extent a trading market for the Notes develops. The
condition of the financial and credit markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future and any fluctuation may impact the trading price of the Notes.

The trading price of the Notes may be volatile.

Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the Notes. We cannot assure you that
any such disruptions may not adversely affect the prices at which you may sell your Notes. The Notes may trade, if at all, at a discount from the initial offering price of the Notes, depending upon prevailing interest rates, the market for similar
Notes, our performance and other factors, many of which are beyond our and our managements control.

A lowering or withdrawal of
the ratings assigned to our debt securities by rating agencies may increase our future borrowing costs and reduce our access to capital.

Our debt currently has a non-investment grade rating, and there can be no assurances that any rating assigned will remain for any given period of time or that a rating will not be lowered or withdrawn
entirely by a rating agency if, in that rating agencys judgment, future circumstances relating to the basis of the rating, such as adverse changes, so warrant. A lowering or withdrawal of the ratings assigned to our debt securities by rating
agencies may increase our future borrowing costs and reduce our access to capital, which could have a material adverse impact on our financial condition, cash flows and results of operations.



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ITEM 6. EXHIBITS



|(a) | Exhibits
|--- | --------



|      |  |                                                                                                                                                                                                                                                                                                                                     
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1   |  | Share Purchase Agreement, dated as of January 10, 2011, by and amongst Pan-Asia iGATE Solutions, iGATE Global Solutions Limited and the sellers party thereto is incorporated by
reference to Exhibit 2.1 to iGATEs Form 8-K, filed on January 12, 2011.                                                                           
|      | 
|2.2   |  | Share Purchase Agreement, dated as of January 10, 2011, by and amongst Pan-Asia iGATE Solutions and General Atlantic Mauritius Limited is incorporated by reference to Exhibit 2.2 to
iGATEs Form 8-K, filed on January 12, 2011.                                                                                                  
|      | 
|2.3   |  | Securities Purchase Agreement, dated as of January 10, 2011, by and amongst Pan-Asia iGATE Solutions and General Atlantic Mauritius Limited is incorporated by reference to Exhibit
2.3 to iGATEs Form 8-K, filed on January 12, 2011.                                                                                             
|      | 
|3.1   |  | Statement with Respect to Shares8% Series B Convertible Participating Preferred Stock, no par value per share is incorporated by reference to Exhibit 3.1 to iGATEs Form
8-K, filed on February 4, 2011.                                                                                                                          
|      | 
|4.1   |  | Indenture, by and among iGATE Corporation, iGATE Technologies, Inc. and Wilmington Trust FSB, dated April 29, 2011 is incorporated by reference to Exhibit 4.1 to iGATEs Form
8-K, filed on May 5, 2011.                                                                                                                           
|      | 
|4.2   |  | Registration Rights Agreement, by and among iGATE Corporation, iGATE Technologies, Inc., Jefferies & Company, Inc. and RBC Capital Markets, LLC, dated April 29, 2011 is
incorporated by reference to Exhibit 4.1 to iGATEs Form 8-K, filed on May 5, 2011.                                                                        
|      | 
|10.1  |  | Performance Guarantee, dated as of January 10, 2011, by iGATE Corporation to the Sellers named therein is incorporated by reference to Exhibit 10.1 to iGATEs Form 8-K, filed
on January 12, 2011.                                                                                                                                 
|      | 
|10.2  |  | Performance Guarantee, dated as of January 10, 2011, by iGATE Corporation to General Atlantic Mauritius Limited is incorporated by reference to Exhibit 10.2 to iGATEs Form
8-K, filed on January 12, 2011.                                                                                                                        
|      | 
|10.3  |  | Debt Commitment Letter, dated as of January 10, 2011, by and among iGATE Corporation, Jefferies Finance LLC and Royal Bank of Canada is incorporated by reference to Exhibit 10.3 to
iGATEs Form 8-K, filed on January 12, 2011.                                                                                                   
|      | 
|10.4  |  | Securities Purchase Agreement, dated as of January 10, 2011, by and among iGATE Corporation and Viscaria Limited is incorporated by reference to Exhibit 10.1 to iGATEs Form
8-K, filed on January 12, 2011.                                                                                                                       
|      | 
|10.5  |  | Equity Commitment Letter, dated as of January 10, 2011, by and among iGATE Corporation, Apax Europe VII-A, L.P., Apax Europe VII-B, L.P., Apax Europe VII-1, L.P., Apax Europe VI-A,
L.P., Apax Europe VI-1, L.P. and Apax US VII- L.P. is incorporated by reference to Exhibit 10.2 to iGATEs Form 8-K, filed on January 12, 2011.
|      | 
|10.6  |  | Amended and Restated Voting and Standstill Agreement, dated as of February 1, 2011, by and among iGATE Corporation, Viscaria Limited and the shareholders party thereto is
incorporated by reference to Exhibit 10.2 to iGATEs Form 8-K, filed on February 4, 2011.                                                                
|      | 
|10.7  |  | Investor Rights Agreement, dated as of February 1, 2011, by and among iGATE Corporation and Viscaria Limited is incorporated by reference to Exhibit 10.1 to iGATEs Form 8-K,
filed on February 4, 2011.                                                                                                                           
|      | 
|10.8  |  | Amendment Agreement, effective January 1, 2010, by and between iGATE Global Solutions Limited and Sean Suresh Narayanan incorporated by reference to Exhibit 10.1 to iGATEs
Form 8-K, filed on February 16, 2011.                                                                                                                  
|      | 
|10.9  |  | Amendment Agreement, effective January 1, 2010, by and between iGATE Global Solutions Limited and Sujit Sircar incorporated by reference to Exhibit 10.2 to iGATEs Form 8-K,
filed on February 16, 2011.                                                                                                                           
|      | 
|10.10 |  | Purchase Agreement, by and among iGATE Corporation, iGATE Technologies, Inc., Jefferies & Company, Inc. and RBC Capital Markets, LLC, dated April 14, 2011 incorporated by
reference to Exhibit 10.1 to iGATEs Form 8-K, filed on April 15, 2011.                                                                                  
|      | 
|10.11 |  | Escrow Agreement, by and among iGATE Corporation, as Grantor, Wilmington Trust FSB, as Trustee, and Standard Chartered Bank, as Escrow Agent, dated April 29, 2011 is incorporated by
reference to Exhibit 4.1 to iGATEs Form 8-K, filed on May 5, 2011.                                                                           
|      | 
|10.12 |  | Account Security Deed, by iGATE Corporation, as Chargor, and Wilmington Trust FSB, as Chargee, dated May 3, 2011 is incorporated by reference to Exhibit 10.2 to
iGates Form 8-K, filed on May 5, 2011.                                                                                                                            
|      | 
|31.1  |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer is filed herewith.                                                                                                                                                                                                           
|      | 
|31.2  |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Financial Officer is filed herewith.                                                                                                                                                                                                           
|      | 
|32.1  |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer is filed
herewith.                                                                                                                                                            
|      | 
|32.2  |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by the Chief Financial Officer is filed
herewith.                                                                                                                                                           



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##### Table of Contents

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, thereunto duly authorized, on this 6th day of May 2011.



|            |  |                                                     
|----------- |  | ----------------------------------------------------
|            |  | iGATE CORPORATION                                   
|            | 
|May 6, 2011 |  | /S/ PHANEESH
MURTHY                                 
|            |  | Phaneesh Murthy Chief Executive Officer and Director
|            | 
|            |  | /S/ SUJIT
SIRCAR                                    
|            |  | Sujit Sircar Chief Financial Officer                



30



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##### Table of Contents

EXHIBIT INDEX



|      |  |                                                                                                                                                                                                                                                                                                                                     
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1   |  | Share Purchase Agreement, dated as of January 10, 2011, by and amongst Pan-Asia iGATE Solutions, iGATE Global Solutions Limited and the sellers party thereto is incorporated by
reference to Exhibit 2.1 to iGATEs Form 8-K, filed on January 12, 2011.                                                                           
|      | 
|2.2   |  | Share Purchase Agreement, dated as of January 10, 2011, by and amongst Pan-Asia iGATE Solutions and General Atlantic Mauritius Limited is incorporated by reference to Exhibit 2.2 to
iGATEs Form 8-K, filed on January 12, 2011.                                                                                                  
|      | 
|2.3   |  | Securities Purchase Agreement, dated as of January 10, 2011, by and amongst Pan-Asia iGATE Solutions and General Atlantic Mauritius Limited is incorporated by reference to Exhibit
2.3 to iGATEs Form 8-K, filed on January 12, 2011.                                                                                             
|      | 
|3.1   |  | Statement with Respect to Shares8% Series B Convertible Participating Preferred Stock, no par value per share is incorporated by reference to Exhibit 3.1 to iGATEs Form
8-K, filed on February 4, 2011.                                                                                                                          
|      | 
|4.1   |  | Indenture, by and among iGATE Corporation, iGATE Technologies, Inc. and Wilmington Trust FSB, dated April 29, 2011 is incorporated by reference to Exhibit 4.1 to iGATEs Form
8-K, filed on May 5, 2011.                                                                                                                           
|      | 
|4.2   |  | Registration Rights Agreement, by and among iGATE Corporation, iGATE Technologies, Inc., Jefferies & Company, Inc. and RBC Capital Markets, LLC, dated April 29, 2011 is
incorporated by reference to Exhibit 4.1 to iGATEs Form 8-K, filed on May 5, 2011.                                                                        
|      | 
|10.1  |  | Performance Guarantee, dated as of January 10, 2011, by iGATE Corporation to the Sellers named therein is incorporated by reference to Exhibit 10.1 to iGATEs Form 8-K, filed
on January 12, 2011.                                                                                                                                 
|      | 
|10.2  |  | Performance Guarantee, dated as of January 10, 2011, by iGATE Corporation to General Atlantic Mauritius Limited is incorporated by reference to Exhibit 10.2 to iGATEs Form
8-K, filed on January 12, 2011.                                                                                                                        
|      | 
|10.3  |  | Debt Commitment Letter, dated as of January 10, 2011, by and among iGATE Corporation, Jefferies Finance LLC and Royal Bank of Canada is incorporated by reference to Exhibit 10.3 to
iGATEs Form 8-K, filed on January 12, 2011.                                                                                                   
|      | 
|10.4  |  | Securities Purchase Agreement, dated as of January 10, 2011, by and among iGATE Corporation and Viscaria Limited is incorporated by reference to Exhibit 10.1 to iGATEs Form
8-K, filed on January 12, 2011.                                                                                                                       
|      | 
|10.5  |  | Equity Commitment Letter, dated as of January 10, 2011, by and among iGATE Corporation, Apax Europe VII-A, L.P., Apax Europe VII-B, L.P., Apax Europe VII-1, L.P., Apax Europe VI-A,
L.P., Apax Europe VI-1, L.P. and Apax US VII- L.P. is incorporated by reference to Exhibit 10.2 to iGATEs Form 8-K, filed on January 12, 2011.
|      | 
|10.6  |  | Amended and Restated Voting and Standstill Agreement, dated as of February 1, 2011, by and among iGATE Corporation, Viscaria Limited and the shareholders party thereto is
incorporated by reference to Exhibit 10.2 to iGATEs Form 8-K, filed on February 4, 2011.                                                                
|      | 
|10.7  |  | Investor Rights Agreement, dated as of February 1, 2011, by and among iGATE Corporation and Viscaria Limited is incorporated by reference to Exhibit 10.1 to iGATEs Form 8-K,
filed on February 4, 2011.                                                                                                                           
|      | 
|10.8  |  | Amendment Agreement, effective January 1, 2010, by and between iGATE Global Solutions Limited and Sean Suresh Narayanan incorporated by reference to Exhibit 10.1 to iGATEs
Form 8-K, filed on February 16, 2011.                                                                                                                  
|      | 
|10.9  |  | Amendment Agreement, effective January 1, 2010, by and between iGATE Global Solutions Limited and Sujit Sircar incorporated by reference to Exhibit 10.2 to iGATEs Form 8-K,
filed on February 16, 2011.                                                                                                                           
|      | 
|10.10 |  | Purchase Agreement, by and among iGATE Corporation, iGATE Technologies, Inc., Jefferies & Company, Inc. and RBC Capital Markets, LLC, dated April 14, 2011 incorporated by
reference to Exhibit 10.1 to iGATEs Form 8-K, filed on April 15, 2011.                                                                                  
|      | 
|10.11 |  | Escrow Agreement, by and among iGATE Corporation, as Grantor, Wilmington Trust FSB, as Trustee, and Standard Chartered Bank, as Escrow Agent, dated April 29, 2011 is incorporated by
reference to Exhibit 4.1 to iGATEs Form 8-K, filed on May 5, 2011.                                                                           
|      | 
|10.12 |  | Account Security Deed, by iGATE Corporation, as Chargor, and Wilmington Trust FSB, as Chargee, dated May 3, 2011 is incorporated by reference to Exhibit 10.2 to
iGates Form 8-K, filed on May 5, 2011.                                                                                                                            
|      | 
|31.1  |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer is filed herewith.                                                                                                                                                                                                           
|      | 
|31.2  |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Financial Officer is filed herewith.                                                                                                                                                                                                           
|      | 
|32.1  |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer is filed
herewith.                                                                                                                                                            
|      | 
|32.2  |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by the Chief Financial Officer is filed
herewith.                                                                                                                                                           



31