Board of Directors · S. R. Batliboi & Associates LLP Firm Registration No. : 101049W Chartered Accountants UB City, ‘Canberra Block’, 12th.& 13th. Floors No. 24, Vittal Mallya

CONTENTSNotice ................................................................................ 02

Board’s Report .................................................................... 07

Financial Statement – Indian GAAP ...................................... 24

Consolidated Financial Statement – Indian GAAP ................. 59

Board of Directors

Ashok TrivediChairman

Mukund Srinath

Sunil WadhwaniVice Chairman

Ashok Vemuri Sujit Sircar

Audit Committee Compensation Committee Sunil Wadhwani : Chairman Ashok Trivedi : ChairmanAshok Trivedi Sunil Wadhwani Ashok Vemuri Ashok Vemuri

Shareholders’/Investors’ Committee CSR CommitteeAshok Vemuri : Chairman Ashok Trivedi : ChairmanSunil Wadhwani Sunil Wadhwani Ashok Trivedi Ashok Vemuri

Company Secretary AuditorsS. R. Batliboi & Associates LLP.Firm Registration No. : 101049WChartered AccountantsUB City, ‘Canberra Block’, 12th & 13th FloorNo. 24, Vittal Mallya RoadBengaluru – 560 001 Registrar & Share Transfer AgentKarvy Computershare Private LimitedPlot Nos. 17 to 24, Vittal Rao Nagar, Madhapur Hyderabad – 600 081

Audit CommitteeR Ramaswamy: Chairman

Kalpana Rao

Sujit Sircar

Stakeholders Relationship CommitteeR Ramaswamy: Chairman

Kalpana Rao

Sujit Sircar

Company Secretary

Kalpana Rao

Mukund Srinath

Board of Directors

Nomination & Remuneration CommitteeKalpana Rao: Chairperson

R Ramaswamy

Hubert Giraud

CSR CommitteeKalpana Rao: Chairperson

R Ramaswamy

Sujit Sircar

AuditorsS. R. Batliboi & Associates LLPFirm Registration No. : 101049WChartered AccountantsUB City, ‘Canberra Block’, 12th.& 13th. FloorsNo. 24, Vittal Mallya Road, Bengaluru – 560 001

Registrar & Share Transfer AgentKarvy Computershare Pvt. Ltd.,Karvy Selenium Tower B,Plot No.31-32,Gachibowli,Financial District, Nanakramguda, Hyderabad – 500 032

R Ramaswamy Hubert Giraud Sujit Sircar

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NOTICE

Notice is hereby given that the Twenty Second Annual General Meeting of the Members of IGATE Global Solutions Limited will be held at 10.00 a.m. on Monday, December 28, 2015, at IGATE Global Solutions Limited, No.14, Rajiv Gandhi Infotech Park, Hinjewadi, Phase III, MIDC-SEZ, Village Man, Taluka Mulshi, Pune - 411 057, Maharashtra to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Financial Statements as at March 31, 2015 and the Independent Auditors Report thereon and the report of the Board of Directors.

2. To appoint a Director in place of Mr. Hubert Giraud (DIN: 00817709) who retires by rotation and being eligible, offers himself for re-appointment.

3. To consider, and if thought fit, to pass, the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Messrs. BSR & Co. LLP (ICAI Firm Registration Number 101248W/100022) who have offered themselves for appointment and have confirmed their eligibility to be appointed as Auditors, in terms of provisions of Section 141 of the Act and Rule 4 of the Rules, be and are hereby appointed as Statutory Auditors of the Company to hold office for a period of five years i.e. from the conclusion of this Meeting until the conclusion of the 27th Annual General Meeting of the Company, to be held in the year 2020, in place of the retiring Auditors, Messrs. S. R. Batliboi & Associates LLP, Chartered Accountants (ICAI Firm registration No. 101049W) who have furnished to the Company notice in writing, expressing their unwillingness to be re-appointed as Auditors on their retirement at the ensuing Annual General Meeting.

RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to fix such remuneration as may be determined by the Board of Directors in consultation with the Auditors plus applicable service tax and reimbursement of out-of-pocket expenses in connection with the audit and the remuneration may be paid on a progressive billing basis to be agreed between the Auditors and the Board of Directors of the Company.”

SPECIAL BUSINESS:

4. To re-appoint Mr. Sujit Sircar (DIN:00026417) as a Whole-time Director of the Company and to consider and, if thought fit, to pass, the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions Sections 196, 197, 198 and Schedule V of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013, if any, (“Act”), and the rules made thereunder (including statutory modification(s) or re-enactment thereof for the time being in force), read with Schedule V to the Act, the Company hereby approves the re-appointment and the remuneration of Mr. Sujit Sircar (DIN:00026417) – Whole-time Director of the Company for a period of 5 years with effect from January 1, 2015 to December 31, 2020 upon the terms and conditions as set out in the Explanatory Statement annexed hereto (including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year during the tenure of his appointment) with the authority for the Board of Directors to alter and vary the terms and conditions of the said appointment in such a manner as may be agreed between the Board of Directors and Mr. Sujit Sircar.”

5. To appoint Ms. Kalpana Rao (DIN:07093566) as a Director of the Company and to consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 149, 152 and other applicable provisions of the Companies Act, 2013, if any, and the rules made thereunder(including statutory modification(s) or re-enactment thereof for the time being in force), Ms. Kalpana Rao (DIN: 07093566) who was appointed as an Additional Director of the Company with effect from February 13, 2015, be and is hereby appointed as a Director of the Company.”

6. To appoint Ms. Kalpana Rao (DIN: 07093566) as an Independent Director of the Company and to consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Sections 149, 150, 152 and other applicable provisions of the Companies Act, 2013, if any, and the rules made thereunder (including statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV of the Companies Act, 2013, Ms. Kalpana Rao (DIN: 07093566) be and is hereby appointed as an Independent Director of the Company.”

7. To appoint Mr. R Ramaswamy (DIN:00038146) as a Director of the Company and to consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 149, 152 and other applicable provisions of the Companies Act, 2013, if any, and the rules made thereunder (including statutory modification(s) or re-enactment thereof for the time being in force),Mr. R Ramaswamy (DIN: 00038146) who was appointed as an Additional Director of the Company with effect from February 13, 2015, be and is hereby appointed as a Director of the Company.”

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8. To appoint Mr. R Ramaswamy (DIN:00038146) as an Independent Director of the Company and to consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Sections 149, 150, 152 and other applicable provisions of the Companies Act, 2013, if any, and the rules made thereunder (including statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV of the Companies Act, 2013, Mr. R Ramaswamy (DIN: 00038146) be and is hereby appointed as an Independent Director of the Company.”

By Order of the Board of Directors For IGATE Global Solutions Limited

Mukund SrinathDate : November 16, 2015 Senior Vice President - LegalPlace: Bangalore & Company Secretary

Registered Office:No. 14, Rajiv Gandhi Infotech Park,Hinjewadi Phase-III, MIDC-SEZ,Village Man, Taluka Mulshi,PUNE-411 057Maharashtra

NOTES:

I. A member entitled to attend and vote at the Annual General Meeting (the “Meeting”) is entitled to appoint a proxy to attend and vote on a poll instead of himself and the proxy need not be a member of the Company. The instrument appointing the proxy should, however, be deposited at the registered office of the Company not less than forty-eight hours before the commencement of the Meeting.

A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

II. The business set out in the Notice will be transacted through electronic voting system and the Company is providing facility for voting by electronic means. Instructions and other information relating to e-voting are given in this Notice under Note No. XII. The Company will also send communication relating to remote e-voting which inter alia would contain details about User ID and password along with a copy of this Notice to the members, separately.

III. Corporate members intending to send their authorised representatives to attend the Meeting are requested to send to the Company a certified true copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting.

IV. In terms of Section 152 of the Companies Act, 2013, Mr. Hubert Giraud (DIN: 00817709) Director, retires by rotation at the Meeting and being eligible, offer himself for reappointment. The Board of Directors of the Company recommends the re-appointment.

V. An Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, relating to the Special Business to be transacted at the Meeting is annexed hereto.

VI. Members are requested to bring their attendance slip along with their copy of Annual Report to the Meeting.

VII. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.

VIII. Relevant documents referred to in the accompanying Notice and the Statement are open for inspection by the members at the Registered Office of the Company on all working days, except Saturdays, during business hours up to the date of the Meeting.

IX. Register of Members and Share Transfer Books of the Company will remain closed from Tuesday, December 22, 2015 to Monday, December 28, 2015 (both days inclusive).

X. Members holding shares in electronic form are requested to intimate immediately any change in their address or bank mandates to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form are requested to advise any change in their address or bank mandates immediately to the Company or its Registrars and Transfer Agents, Karvy Computershare Private Limited (Karvy).

XI. The Company has transferred the unpaid or unclaimed dividends declared up to financial years 2007-08, from time to time on due dates, to the Investor Education and Protection Fund (the IEPF) established by the Central Government. Pursuant to the

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provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 24, 2014 (date of last Annual General Meeting) on the website of the Company (www.igate.com), as also on the website of the Ministry of Corporate Affairs.

Members who have not registered their e-mail addresses so far, are requested to register their e-mail address for receiving all communication electronically including Annual Report, Notices, Circulars, etc. from the Company.

XII. Information and other instructions relating to e-voting are as under:

(i) E-Voting

The Company is pleased to provide an e-voting facility to the shareholders of the Company to enable them to cast their votes electronically on the items mentioned in the notice.

The Company has appointed Mr. Vishvas Bokil, Practising Company Secretary as the Scrutinizer for conducting the e-voting process in a fair and transparent manner. E-voting is optional. The e-voting rights of the shareholders/beneficiary owners shall be reckoned on the equity shares held by them as on Tuesday, December 22, 2015 being the cut-off date for the purpose. Shareholders of the Company holding shares either in physical or in dematerialized form, as on the cut-off date, may cast their vote electronically.

INSTRUCTIONS FOR E-VOTING

(a) To use the following URL for e-voting: i) From Karvy Computershare Private Limited - website : http://evoting.karvy.com

(b) Shareholders of the Company holding shares either in physical form or in dematerialized form, as on the cut-off date, may cast their vote electronically.

(c) Enter the login credentials i.e., user id and password mentioned on the enclosed form/EMAIL. Your Folio No / DP ID / Client ID will be your user ID.

(d) After entering the details appropriately, click on LOGIN.

(e) You will reach the Password change menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character. The system will prompt you to change your password and update any contact details like mobile, email etc. on first login. You may also enter the secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(f) You need to login again with the new credentials.

(g) On successful login, the system will prompt you to select the EVENT i.e., IGATE GLOBAL SOLUTIONS LIMITED.

(h) On the voting page, enter the number of shares as on the cut-off date, December 22, 2015 under FOR / AGAINST or alternately you may enter partially any number in FOR and partially in AGAINST but the total number in FOR /AGAINST taken together should not exceed the total shareholding. You may also choose the option ABSTAIN.

(i) Shareholders holding multiple folios / demat account shall choose the voting process separately for each folio / demat account.

(j) Cast your vote by selecting an appropriate option and click on SUBMIT. A confirmation box will be displayed. Click OK to confirm else CANCEL to modify. Once you confirm, you will not be allowed to modify your vote. During the voting period, shareholders can login any number of times till they have voted on the resolution.

(k) Corporate/Institutional Members (Corporate/FIs/FIIs/Trust/Mutual Funds/Banks etc.,) are required to send scan (PDF format) of the relevant Board resolution to the Scrutinizer through E-mail to [email protected] with copy to [email protected]. The files scanned image of the Board resolution should be in the naming format “Corporate Name 2198”.

(l) Once the vote on the resolution is cast by the shareholder, he shall not be allowed to change it subsequently.

(m) The Portal will be open for voting from Friday, December 25, 2015 at 9.00 a.m. and ends on Sunday, December 27, 2015 at 5.00 p.m. (both days inclusive).

(n) In case of any queries, you may refer the Frequently Asked Questions (FAQs) for shareholders and e-voting User Manual for shareholders available at the download section of http://evoting.karvy.com or contact Karvy Computershare Private Limited at Tel No. 1800 345 4001 (toll free).

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EXPLANATORY STATEMENT(Pursuant to the Section 102 of the Companies Act, 2013)

The following explanatory statement sets out the material facts relating to the Special Business mentioned in the accompanying Notice of the Annual General Meeting to be held on December 28, 2015.

Item No. 4:

The Board of Directors (“the Board”) at its meeting held on December 24, 2014, based on the recommendation of the Compensation Committee and subject to the approval of the Members of the Company at the Annual General Meeting of the Company, approved the re-appointment and terms of remuneration of Mr. Sujit Sircar, Whole time Director of the Company, for a period of five years from January 01, 2015 to December 31, 2020.

The amended Employment Contract entered between the Company and Mr. Sujit Sircar is available for inspection of the Members at the Registered Office situated at No.14, Rajiv Gandhi Infotech Park, Hinjewadi Phase III, MIDC-SEZ, Village Man, Taluka Mulshi, Pune - 411 057, Maharashtra between 10.30 am and 12.30 pm on any working day except Saturday till the date of the Annual General Meeting.

A brief profile of Mr. Sujit Sircar is given below:

Mr. Sujit Sircar, age 47, is a Member of the Board of the Company. Mr. Sircar has previously served as Senior Vice President – Finance, of the Company since June 2008. Mr. Sircar joined the Company in April 1998 as Senior Manager – Finance,he was promoted to the position of Financial Controller in April 2001, and served as Financial Controller until May 2005. In May 2005, he was promoted to the position of Vice President- Finance, and served in that position until June 2008. He was appointed to the Board of Directors of the Company on January 01, 2010. Mr. Sircar’s professional experience consists of extensive experience and exposure covering Corporate Finance, Treasury Management, Domestic and International Taxation, and Accounting and Business Laws.

He started his career in Wipro Limited and was instrumental in setting up the finance processes for its joint venture with British Telecom. In his five year stint with Wipro Limited, he handled various job responsibilities and was the Finance Head for various divisions of the company.

Mr. Sujit Sircar is a Chartered Accountant by qualification and is an Associate Member of the Institute of Chartered Accountants of India. He holds a Bachelor of Commerce degree from the University of West Bengal.

The main terms and conditions of appointment of Mr. Sujit Sircar (hereinafter referred to as ‘WTD’) are given below: An abstract of terms of the Amended Employment Contract is set out below:

1. Tenure of Appointment:

The appointment of the WTD is for a period of five years with effect from January 01, 2015.

2. Nature of Duties:

The WTD shall devote his whole time and attention to the business of the Company and carry out such duties as may be entrusted to him by the Board of Directors from time to time and separately communicated to him and such powers as may be assigned to him, subject to superintendence, control and directions of the Board in connection with and in the best interests of the business of the Company and the business of any one or more of its associated companies and/or joint venture companies and/or subsidiaries. This includes performing duties as assigned by the Board from time to time by serving on the boards of such associated companies and/or joint venture companies and/or subsidiaries or any other executive body or any committee of such a company for which he may be allowed to receive remuneration as may be determined by the Board of such associated companies and/or joint venture companies and/or subsidiaries, subject to compliance with the applicable provisions of the prevailing laws and regulations.

3. Remuneration:

(i) Base Annual Salary: INR 1,66,50,000/- (Rupees One Crore Sixty Six Lakhs Fifty Thousand Only) provided that the Board of Directors of the Company (Board) may, at its discretion, review the base salary from time to time and grant such increments, not exceeding 50% of the then base salary as may be deemed appropriate provided that the annual base salary shall not exceed INR 2,49,75,000/- (Rupees Two Crores Forty Nine Lakhs Seventy Five Thousand Only).

(ii) Annual Performance Based Incentive: INR 83,50,000/- (Rupees Eighty Three Lakhs Fifty Thousand Only) with a maximum payout up to 150% of the Performance Based Incentive. The Annual Performance Based Incentive to be paid upon review of Executive performance by the Board of Directors of the Company. The performance based incentive to be paid quarterly/half yearly/ annually, as may be decided by the Company.

4. Benefits, Perquisites and Allowances:

Entitlement to the benefit schemes of the Company shall be in accordance with the applicable law and as per the Company policies in force from time to time. He shall be entitled to join the benefit schemes of the Company, which may include health or other insurance packages, if the Company decides to offer these to its employees.

No sitting fee shall be paid to Mr. Sujit Sircar for attending the meetings of the Board of Directors or any Committee thereof.

Expenses - The Company will reimburse all properly documented expenses reasonably related to Mr. Sujit Sircar’s performance of Executive’s duties hereunder in accordance with its standard policy.

Club Membership - Mr. Sujit Sircar shall be eligible for membership of 2 clubs as a Corporate Nominee of the Company.

Holidays - Mr. Sujit Sircar will be entitled to avail of holidays as per the policies of the Company in force from time to time.

5. Minimum Remuneration:

Notwithstanding anything contrary herein contained, where in any financial year during the tenure of the Whole-time Director, where the Company has no profits or the profits are inadequate, the Company will pay remuneration subject to further approvals as may be required under Schedule V of the Companies Act, 2013, or any modification(s) thereto.

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6. Other terms of appointment:

a. Whole-time Director is entitled for any bonus/ex-gratia payment or any other such payments, as may be applicable to other senior employees of his level and as may be decided by the Company, subject to the aggregate of the remuneration, within the overall ceiling laid down under the Companies Act, 2013.

b. The compensation payable to Whole-time Director shall be reviewed annually, based on his performance. His total Annual Compensation is inclusive of all benefits and variable pay and will be subject to deductions of tax at source in accordance with the prevailing laws. Variable Pay-out is administered on annual basis and governed as per relevant policy of the Company.

Accordingly, it is proposed to seek the approval of the Members as per the resolution proposed.

None of the Directors, Key Managerial Personnel and relatives thereof other than Mr. Sujit Sircar is concerned or interested in the said Resolution.

The Board commends the resolution for your approval.

Item Nos. 5&6:

The Board of Directors (based on the recommendation of Nomination and Remuneration Committee) had appointed Ms. Kalpana Rao (DIN: 07093566) as an Additional Director effective from February 13, 2015 to hold office up to the date of this Annual General Meeting.

Ms. Kalpana Rao (DIN: 07093566), aged 51 years is an achiever with over 27 years in the area of Human Resource development, with experience in Corporate and NGO Consulting, Training, Manpower Planning, Recruitment, Fitness promotions , Industrial relations, Labour Welfare and Compensation. Ms. Kalpana Rao holds bachelor’s degree in Arts and passed civil service examination.

In terms of Section 161(1) of the Companies Act, 2013 read with Article 114 of the Articles of Association of the Company, Ms. Kalpana Rao holds office as an Additional Director only up to the date of the forthcoming Annual General Meeting. The Company has received a notice pursuant to Section 160 of the Companies Act, 2013 along with the amount of requisite deposit from one of the member signifying his intention to propose the appointment of Ms. Kalpana Rao as a Director. The Board of Directors is of the opinion that her vast knowledge and varied experience will be of great value to the Company and hence recommends the Resolution at Item No. 5 of this Notice for your approval.

In terms of Item No.6, your approval is sought for designating her as an Independent Director also. Notice received under Section 160 of the Companies Act, 2013 is available for inspection by the members at the Registered Office of the Company during the business hours on any working day except Saturday up to the date of the Annual General Meeting.

None of the Directors, Key Managerial Personnel and relatives thereof other than Ms. Kalpana Rao is concerned or interested in the said Resolutions.

The Board commends the resolutions for your approval.

Item Nos. 7&8:

The Board of Directors (based on the recommendation of Nomination and Remuneration Committee) had appointed Mr. R. Ramaswamy (DIN: 00038146) as an Additional Director effective from February 13, 2015 to hold office up to the date of this Annual General Meeting.

Mr. R. Ramaswamy (DIN: 00038146), aged 60 years is a fellow member of the Institute of Company Secretaries of India and is also a fellow member of the Institute of Chartered Accountants of India. He has held important positions with Indo-National Limited, Welcast Steels Limited, TTK Group and MRO-TEK Limited. He has over 37 years of post-qualification experience in efficiently heading core portfolios of Finance, Secretarial, Legal, Taxation and Administrative functions.

In terms of Section 161(1) of the Companies Act, 2013 read with Article 114 of the Articles of Association of the Company, Mr. Ramaswamy holds office as an Additional Director only up to the date of the forthcoming Annual General Meeting. The Company has received a notice pursuant to Section 160 of the Companies Act, 2013 along with the amount of requisite deposit from one of the member signifying his intention to propose the appointment of Mr. Ramaswamy as a Director. The Board of Directors is of the opinion that his vast knowledge and varied experience will be of great value to the Company and hence recommends the Resolution at Item No. 7 of this Notice for your approval.

In terms of Item No.8, your approval is sought for designating him as an Independent Director also. Notice received under Section 160 of the Companies Act, 2013 is available for inspection by the members at the Registered Office of the Company during the business hours on any working day except Saturday up to the date of the Annual General Meeting.

None of the Directors, Key Managerial Personnel and relatives thereof other than Mr. R. Ramaswamy is concerned or interested in the said Resolutions.

The Board commends the resolutions for your approval.

By Order of the Board of Directors For IGATE Global Solutions Limited

Mukund SrinathDate : November 16, 2015 Senior Vice President - LegalPlace: Bangalore & Company Secretary

Registered Office:No. 14, Rajiv Gandhi Infotech Park,Hinjewadi Phase-III, MIDC-SEZ,Village Man, Taluka Mulshi,PUNE-411 057Maharashtra

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BOARD’S REPORT

Dear Members

The Directors are pleased to present the Twenty Second Annual Report and the Audited Statement of Accounts for the year ended March 31, 2015:

FINANCIAL RESULTS (Rs. In million)

2014-15 2013-14

Income

Income from operations 33,502 34,247

Other Income 1,853 1,509

Total Income (I) 35,355 35,756

Expenses

Employee benefit expenses 19,610 18,690

Other expenses 7,867 9,161

Depreciation and amortization expense 1,419 1,250

Finance costs 88 156

Total (II) 28,984 29,257

Profit before tax (I) –(II) 6,371 6,499

Tax expenses

Current tax

Pertaining to profit for the current period 1,473 1,948

Adjustment of tax relating to earlier period (664) (453)

Deferred tax 130 60

Total tax expenses 939 1,555

Profit after taxes 5,432 4,944

Profit brought forward 25,689 20,737

Transfer pursuant to scheme of Amalgamation 1,318

Adjustment pursuant to Buyback of shares (6,464)

Transfer to Capital Redemption Reserve (29)

Adjustment pursuant to Scheme of Amalgamation (2)

Movement during the year 8

Balance carry forward 25,944 25,689

OPERATIONS REVIEW

Previous year figures are not comparable with that of the current years as the current year figures include that of IGATE Information Services Private Limited (IISPL) consequent upon to the merger of IISPL with the Company. Also previous year figures have been regrouped/reclassified, where necessary, to confirm to this year’s classification.

Business activities

• Shifting of Registered Office of the Company:

The Registered Office of the Company was shifted effective September 7, 2015 to No.14, Rajiv Gandhi Infotech Park, Hinjewadi Phase III, MIDC-SEZ, Village Man, Taluka Mulshi, Pune - 411 057, Maharashtra.

• Scheme of Arrangement between the Company and IGATE Information Services Private Limited (IISPL):

IGATE Information Services Private Limited (IISPL) was merged with the Company, pursuant to the approval of the Scheme of Amalgamation by the Shareholders of both companies and Order dated September 4, 2015 of the Hon’ble High Court having judicature at Bombay which became effective from October 15, 2015. The Appointed date fixed under the Scheme of Arrangement was April 01, 2014. Pursuant to the merger, the erstwhile shareholders of IISPL, who were holding shares of IISPL as on the Record date i.e., October 15, 2015 were allotted 566,758 equity shares of the Company in the ratio of 27:20 i.e., 20 shares of IISPL were exchanged for 27 shares of the Company.

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It may please be noted that the Company has presented the merged financial results of the Company (post giving effect of the said Scheme of Arrangement) for the year ended March 31, 2015.

• Divestment and transfer of infrastructure support business of the Company’s wholly owned subsidiary - IGATE Infrastructure Management Services Limited (IGIMS) to Mindsquare Technologies (India) Private Limited, on a going concern basis.

In line with the group’s overall business strategy, IGIMS divested and transferred vide Shareholders approval obtained in their Meeting held on December 29, 2014, substantially the whole of the business undertaking on a going concern basis, by way of novation of existing customer contracts of IGIMS and the transfer of Employees to Mindsquare Technologies (India) Private Limited. Mindsquare Technologies (India) Private Limited is in the business of IT services with focus on IT infrastructure management services.

• Disinvestment in Mascot Systems GmbH (Germany) (wholly owned subsidiary of the Company).

The Company had two wholly owned subsidiaries in Germany – i.e., Mascot Systems GmbH and Patni Computer Systems GmbH. Under the re-organisation plan of the Company, Patni Computer Systems GmbH acquired 100% shares of Mascot Systems GmbH from the Company.

Share Capital

The Authorised Capital of the Company as on October 31, 2015 was Rs 91,75,00,000 (Rupees Ninety One Crores Seventy Five Lakhs) divided in 8,09,50,000 (Eight Crores Nine Lakhs Fifty Thousand) equity shares of Rs 10 (Rupees ten) each and 1,08,00,000 (One Crore Eight Lakhs) preference shares of Rs 10 (Rupees ten) each. Authorised Capital of IISPL was added with Company’s Authorised capital pursuant to the Scheme of Amalgamation.

The Issued and Paid-up Capital of the Company as on October 31, 2015 stood at Rs. 27,12,82,340 (Rupees Twenty Seven Crores Twelve Lakhs Eighty two Thousand Three Hundred and Forty) divided into 2,71,28,234 (Two Crores Seventy One Lakhs Twenty eight Thousand Two Hundred and Thirty four) equity shares of Rs. 10 (Rupees ten) each.

Particulars of loans, guarantees and investments

The particulars of loans, guarantees and investments have been disclosed in the financial statements. There have been no investments made or guarantees given under Section 186 of the Companies Act, 2013 during the year under review. The particulars of loans given as part of operations of the Company bearing interest 10% p.a. form part of the financials.

Human Resources

Your Company maintains a healthy and productive environment and offers clean and ergonomic workspaces. Human resources are key assets of your Company and your Company invests continuously in imparting latest technology skills together with a range of soft skills to help them in their roles. Your Company has a strong talent management processes to nurture employee careers, groom future leaders and create a high performance workforce. Your Company follows global best HR practices. Your Company’s total manpower as on March 31, 2015 was 25560 as compared to 24,498 as on March 31, 2014.

Dividend

Keeping in view the future strategic initiatives of the Company, your Directors do not recommend any dividend for the year ended March 31, 2015.

Transfer to General Reserves

No amount is proposed to be transferred to the general reserve.

Material changes and commitments affecting financial position between end of the financial year and date of report

There have been no material changes and commitments affecting financial position between end of the financial year and the date of the report.

Significant and material orders

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

Adequacy of internal controls

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Accordingly, there exists an adequate internal control system commensurate with the size of the Company and the nature of its business.

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Fixed Deposits

Your Company has not accepted any fixed deposits and as such there were no outstanding of principal or interest payments on the Balance Sheet date.

Directors’ responsibility statement

Pursuant to the requirements of Section 134 (5) of the Act the Directors hereby confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Directors and key managerial personnel

Mr. Sunil Wadhwani (DIN:00380408), Mr. Ashok Trivedi (DIN: 00024566) resigned w.e.f. July 1, 2015 and Mr. Ashok Vemuri (DIN: 03545559) resigned w.e.f. October 6, 2015 from the Office of Director of the Company. The Board places on record its appreciation for the valuable contributions rendered by them during the tenure as Directors of the Company.

Mr. Hubert Giraud (DIN:00817709) was appointed as a Director on the Board of the Company to fill casual vacancy with effect from October 16, 2015 caused due to the resignation of Mr. Ashok Vemuri.

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. Hubert Giraud (DIN: 00817709) retires by rotation and is eligible for re-appointment

During the year Ms. Kalpana Rao (DIN: 07093566) and Mr. R Ramaswamy (DIN: 00038146) were appointed as Additional Directors with effect from February 13, 2015 and they hold office till the conclusion of the Twenty Second Annual General Meeting and both have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013. Notices have been received from shareholder to appoint Ms. Kalpana Rao and Mr. R Ramaswamy as Directors, alongwith the requisite deposit amount.

Every new Independent Director of the Board attends a familiarization program. The program provides insight in to the Company’s affairs, state of business, emerging technologies etc. to gain better understanding of the business of the Company.

None of the Directors are related to each other within the meaning of the term “relative” as per Section 2 (77) of the Act.

Thirteen meetings of the Board of Directors of the Company were held during the year.

Pursuant to the provisions of Section 203 of the Act, the appointments of Mr. Sujit Sircar, Whole – time Director; Mr. Prashanth Idgunji, Chief Financial Officer and Mr. Mukund Srinath, Company Secretary as Key Managerial Personnel of the Company were formalized with effect from January 1, 2015.

Mr. Prashanth Idgunji, resigned as Chief Financial Officer with effect from February 13, 2015 and subsequently Mr. Nagesh Kumar M was appointed as Chief Financial Officer from the very same day.

Directors’ appointment and remuneration policy

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Directors’ Appointment and Remuneration Policy is annexed as Annexure I.

Information as per Rule 5(2) of the Chapter XIII, of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Details of employee remuneration as required under provisions of Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available at the Registered Office of the Company during working hours before 21 days of the Annual General Meeting. Any member interested in obtaining such particulars may write to the Company Secretary or through mail addressed to [email protected]

Auditors

The retiring Statutory Auditors of the Company, Messrs. S. R. Batliboi & Associates LLP, Chartered Accountants (Firm registration No. 101049W) have given written notice to the Company expressing their unwillingness to be re-appointed as Statutory Auditors on their

10

retirement in the ensuing Annual General Meeting on account of their likely conflict of interest in view of the recent acquisition of the IGATE Group by Capgemini Group.

In view of the above, the Board has proposed, subject to the approval of the Members in the ensuing Annual General Meeting, the appointment of Messrs BSR & Co LLP (ICAI Firm Registration Number 101248W/100022) be and are hereby appointed as Statutory Auditors of the Company to hold office for a period of five years i.e. from the conclusion of this Meeting till the conclusion of the 27th Annual General Meeting of the Company to be held in the year 2020, in place of the retiring Auditors, Messrs. S. R. Batliboi & Associates LLP, Chartered Accountants (ICAI Firm registration No. 101049W)

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Vijayakrishna K T, Practising Company Secretary (CP: 980), to conduct the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure II.

Auditor’s Report and Secretarial Auditor’s Report

There are no disqualifications, reservations, adverse remarks or disclaimers in the auditor’s report and secretarial auditor’s report.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

As prescribed under sub-section (3) (m) of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are given below.

Conservation of Energy: The operations of the Company are not energy - intensive. However, significant measures are being taken to reduce energy consumption by ensuring that the entire product range including personal computers, servers and peripherals are designed keeping in view the Company’s energy saving philosophy. The Company constantly evaluates new technologies and invests to make its infrastructure more energy efficient. We had switched over to energy efficient LED lights instead of compact fluorescent lamps, T5 fittings to reduce power consumption. We have installed high energy efficient Hybrid chillers, Trirotar chiller for central air-conditioning along with variable air volume and variable frequency drive. VRF and precision air conditioner for localized areas are used. High efficiency hydro- pneumatic pumps are being used in water pumping system. The Company has installed automatic power factor controllers to save maximum demand charges. The Company has waste water management techniques, in place by virtue of which water is optimally used. The waste generated is processed through Organic Waste Converter and the manure produced is used for in-house landscaping. The Company is LEED Certified – it has been conferred with the platinum and gold certification from USGBC (United States Green Building Council). The Company has installed renewable energy initiative by installing solar powered panel for lighting and water heating purpose. This has helped us in reducing the carbon foot print of the organization.

Technology Absorption: The Company does not have any technical collaboration arrangements with any business partners; the issue of absorption of such technologies therefore, does not arise.

Foreign Exchange Earnings and outgo: The Company earned Rs. 33,157 million in foreign exchange as against Rs. 33,912 million in the previous year. The Foreign Exchange outgo, including capital goods was Rs. 6,681 million as against Rs. 10,118 million in the previous year.

Risk management policy

The Company has established a Risk Management Policy (Policy) which sets out the Company’s principles and processes with regard to identification, analysis and management of applicable risks. The Policy mandates the ways in which respective risks are expected to be mitigated and monitored.

Corporate social responsibility

IGATE has always been committed to Corporate Social Responsibility (CSR) and is one of our commitments to the society. We have been carrying out the CSR activities in line with our focus areas. Presently, CSR is being regulated by law and we are determined to strengthen our commitment to further our CSR initiatives in accordance with law. ICARE is IGATE’s Corporate Social Responsibility wing that supports the cause of ‘Education and Empowerment’ and believes in playing a pivotal role to help build a better tomorrow for children. ICARE also provides IGATORS opportunities to make a meaningful difference to society by volunteering in the ICARE initiatives.

The brief report of the CSR initiatives undertaken by the Company on CSR activities during the year are set out in Annexure III of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The CSR Policy is available on the website of the Company.

Vigil Mechanism/Whistle Blower Policy

The Company has established a Code of Ethics and Business Conduct (Code) which is applicable to its employees and directors. The Code also extends to its suppliers and partners. Regular dissemination of the code and trainings are conducted to reinforce the concepts and ensure that any changes are communicated. The Company’s vigil mechanism deals with reporting and dealing with instances of fraud and mismanagement and forms part of the Code. The Company has in place a confidential reporting mechanism for any whistle blower to report a matter.

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Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has a zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

During the financial year 2014-15, the Company had received seven complaints on sexual harassment, all were investigated and disposed of with appropriate action taken and no complaint remains pending as on March 31, 2015.

Extract of annual return

As provided under Section 92 (3) of the Act, the extract of annual return is given in Annexure IV in the prescribed Form MGT-9, which forms part of this Report.

Board evaluation

The Board of Directors had carried out an annual evaluation of its own performance, the Directors individually as well as the evaluation of the working of the Board Committees viz., Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee as required under sub – section 3 of Section 134 of the Companies Act, 2013.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as board structure and composition, formation and delegation of responsibilities to Committees, Board processes and their effectiveness, degree of effective communication with the stakeholders.

The Board and the Nomination and Remuneration Committee (NRC) reviewed the performance of the individual directors on the basis of criteria such as contribution at Board/Committee meetings, their preparedness on the issues to be discussed, guidance to the management.

The performance of the board committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as committee composition, structure, effectiveness of committee meetings.

Review of Subsidiaries, Associates and Joint Venture Companies

As on March 31, 2015, your Company has subsidiaries in India, Germany, Mexico, Singapore, Japan and China.

As per Section 129 (3) of the Companies Act, 2013, the consolidated Financial Statements of the Company and its Subsidiaries, Joint Ventures and Associates, prepared in accordance with the relevant Accounting Standard specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, form part of this Annual Report. Pursuant to the provisions of said Section, a statement containing the salient features of the financial statements of the Company’s Subsidiaries, Associates and Joint Ventures in Form AOC-1 is being annexed as Annexure V in this Annual Report.

There have been no material changes in the nature of the business of the Subsidiaries (including Associates and Joint Ventures) during the financial year 2014-15. Acquisitions/ divestments, as applicable have been adequately disclosed in the Financial Statements.

The annual accounts of the Subsidiary Companies are available for inspection of the members at the Registered Office of the Company. A copy of the same shall be sent to a member upon request.

Particulars of Contracts or Arrangements with Related Parties

Information on transactions with related parties pursuant to Section 134 (3) (h) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given as Annexure VI in Form AOC-2 in this Annual Report.

Companies which have become or ceased to be Subsidiaries

The following companies ceased to be the Subsidiaries of the Company:

1. IGATE Computer Systems Japan Inc. (Japan)

2. Patni Computer Systems Indonesia (Indonesia)

Consolidation of accounts

In line with the requirements of Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial information of its Subsidiaries.

For and on behalf of the Board of Directors IGATE Global Solutions Limited

Place: Bangalore Sujit Sircar R. RamaswamyDate : November 16, 2015 Member of the Board Member of the Board

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ANNEXURE I

REMUNERATION POLICY

The philosophy for remuneration of Directors, Key Managerial Personnel (“KMP”) and all other employees of IGATE Global Solutions Limited (“Company”) is based on the commitment of fostering a culture of leadership with trust. The remuneration policy is aligned to this philosophy.

This remuneration policy has been prepared pursuant to the provisions of Section 178(3) of the Companies Act, 2013 (“Act”). In case of any inconsistency between the provisions of law and this remuneration policy, the provisions of the law shall prevail and the company shall abide by the applicable law. While formulating this policy, the Nomination and Remuneration Committee (“NRC”) has considered the factors laid down under Section 178(4) of the Act, which are as under:

“(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(c) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals”

Key principles governing this remuneration policy are as follows:

• Remuneration for independent directors and non-independent non-executive directors

o Independent directors (“ID”) may be paid sitting fees (for attending the meetings of the Board and of committees of which they may be members)

o Quantum of sitting fees may be subject to review on a periodic basis, as required.

In addition to the sitting fees, the Company may pay to any director such fair and reasonable expenditure, as may have been incurred by the director while performing his/her role as a director of the Company. This could include reasonable expenditure incurred by the director for attending Board/Board committee meetings, general meetings, court convened meetings, meetings with shareholders/creditors/ management, site visits, induction and training (organized by the company for directors) and in obtaining professional advice from independent advisors in the furtherance of his/ her duties as a director.

• Remuneration for whole – time director (“WTD”)/ executive directors (“ED”)/ KMP/ rest of the employees

o The extent of overall remuneration should be sufficient to attract and retain talented and qualified individuals suitable for every role. Hence remuneration should be

◊ Market competitive (market for every role is defined as companies fromwhich the company attracts talent orcompanies to which the company loses talent)

◊ Drivenbytheroleplayedbytheindividual

◊ Reflectiveofsizeofthecompany,complexityofthesector/industry/company’soperationsandthecompany’scapacity to pay

◊ Consistentwithrecognizedbestpracticesand

◊ Alignedtoanyregulatoryrequirements.

o In terms of remuneration mix or composition,

◊ TheremunerationmixfortheWTD/EDsisasperthecontractapprovedbytheshareholders.Incaseofanychange,the same would require the approval of the shareholders.

◊ Basic/fixedsalaryisprovidedtoallemployeestoensurethatthereisasteadyincomeinlinewiththeirskillsandexperience.

◊ Inadditiontothebasic/fixedsalary,theCompanyprovidesemployeeswithcertainperquisites,allowancesandbenefits to enable a certain level of lifestyle and to offer scope for savings and tax optimization, where possible. The Company also offers social security coverage as applicable. Other benefits offered are Medical Insurance coverage, life, accidental and disability coverage. We also run Wellness Program for our employees under which doctor’s come and talk to them on topics such as lifestyle and health related issues, well-being etc.

◊ TheCompanyprovidesretirementbenefitsasapplicable.

o In addition to the basic/ fixed salary, benefits, perquisites and allowances as provided above, the Company provides WTD/EDs such remuneration by way of an annual incentive remuneration/performance linked bonus subject to the achievement of certain performance criteria and such other parameters as may be considered appropriate from time to time by the Board. The Company provides the rest of the employees a performance linked bonus. The performance linked bonus would be driven by the outcome of the performance appraisal process and the performance of the company.

• Policy implementation

The NRC is responsible for recommending the remuneration policy to the Board. The Board is responsible for approving and overseeing implementation of the remuneration policy.

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ANNEXURE II

Form No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31.03.2015 [Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To

The Members, IGATE GLOBAL SOLUTIONS LIMITED

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by IGATE Global Solutions Limited (hereinafter called ‘the Company’). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31.03.2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by IGATE Global Solutions Limited for the financial year ended on 31.03.2015 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The Industry specific laws applicable to the Company are as follows:

a) The Information Technology Act, 2000

b) The Special Economic Zone Act, 2005

c) Policy relating to Software Technology Parks of India and its regulations

d) The Indian Copyright Act, 1957

e) The Patents Act, 1970

f) The Trade Marks Act, 1999

I have further reviewed the systems and mechanism established by the Company for ensuring compliance under the other applicable Acts, Rules, Regulations and Guidelines prescribed under various laws which are applicable to the Company and are categorized under the following major heads/groups:

1. Labour laws and other incidental laws related to labour and employees appointed by the Company including those on contractual basis as relating to wages, gratuity, prevention of sexual harassment, dispute resolution welfare, provident fund, insurance, compensation etc.;

2. Acts relating to consumer protection including the Competition Act, 2002;

3. Acts and Rules prescribed under prevention and control of pollution;

4. Acts and Rules relating to Environmental protection and energy conservation;

5. Acts and Rules relating to hazardous substances and chemicals;

6. Acts relating to Electricity, fire, petroleum, drugs, motor vehicles, explosives, Boilers, etc.;

7. Acts relating to protection of IPR;

8. Land revenue laws; and

9. Other local laws as applicable to various plants and offices.

I have also examined compliances with the applicable clauses of the following:

(i) Secretarial Standards issued by the Institute of Company Secretaries of India (came into effect from 1st July, 2015; hence not applicable for the financial year ended 31.03.2015).

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I further state that during the period under review and based on my verification of the records maintained by the Company and also on the review of compliance reports/statements by respective department heads/Chief Financial Officer/ Company Secretary taken on record by the Board of Directors of the Company, in my opinion, adequate systems and process and control mechanism exist in the Company to monitor and ensure compliance with applicable labour laws, environmental laws and other applicable laws as mentioned above. Certain non-material findings made during the course of the audit relating to the provisions of Companies Act, Labour Laws were addressed suitably by the Management.

I further report that I have not reviewed the applicable financial laws, direct and indirect tax laws since the same have been subject to review and audit by the Statutory Auditors of the Company.

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors which took place during the period under review were carried out in compliance with the provisions of the Act.

As per the information received from the Secretarial team, adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes as per the practice followed. However, during the period under report, there was no such case instance.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

(Vijayakrishna KT) Place: Bangalore FCS No.: 1788 Date: September 18, 2015 C P No.: 980

ANNEXURE III

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

1 A brief outline of the Company’s CSR Policy, including overview of the Projects or Programs proposed to be undertaken and a reference to the web-link to the CSR Policy and the Projects or Programs.

IGATE’s Corporate Social Responsibility Program believes in supporting pivotal areas of social change, which will play a significant role in building a better tomorrow for children and community at large. IGATE through its CSR program - ICARE supports Education(with special emphasis on girl child education and rural sports) as its focus areas of support. It also provides its employees a platform to volunteer in socially meaningful activities by volunteering in ICARE initiatives. The link to the CSR policy is given below :

http://www.igate.com/documents/11041/0/Annexure_IGSL_CSR_Policy.pdf/51babef9-90b0-4896-951e-a603bf554bbf

2 The composition of the CSR Committee Mrs. Kalpana Rao, Chairperson (Independent Director)

Mr. R Ramaswamy (Independent Director)

Mr. Sujit Sircar(Whole-time Director)

3 Average net profits of the Company for the last three financial years INR 4,52,72,57,865

4 Prescribed CSR Expenditure ( two percent of the amount as in item 3 above) INR 9,05,45,157

5 Details of CSR spend for the financial year 2014-15:

a. Total amount to be spent for the financial year

b. Amount unspent, if any

c. Manner in which the amount spent during the financial year is detailed in the next page:

INR 3,57,95,053

INR 9,05,45,157

INR 5,47,50,104

15

Manner in which the amount spent during the financial year is detailed:

SN CSR project / activity identified Sector in which the project is covered

Projects or programs

(1) local area (2) Specify

the state and district where

projects or programs

where undertaken

Amount outlay

(budget) project/ program

wise

(in Rs.)

Amount spent on

projects or programs Subheads : (1) Direct

expenditure of projects

or programs (2)Overheads

(in Rs.)

Cumulative expenditure

upto reporting

period

(in Rs.)

Amount spent: Direct or through

implementing agency

1 Providing scholarships for higher education for academically meritorious students from underprivileged backgrounds

Education Bangalore city - Urban Karnataka and Four Taluks of rural Karnataka- Magadi, Chennapatna, Kanakpura and Ramanagara

5,607,000 4,059,792 4,059,792 Implementing agency- Prerana Foundation

2 Supporting educational aspirations of meritorious girls from rural schools with scholarships for higher education and holistic development

Education Four Taluks of rural Karnataka- Magadi, Chennapatna, Kanakpura and Ramanagara

2,223,803 661,656 661,656 Implementing agency: Sivarasi Charitable Trust

3 Supporting the existing education system to achieve quality education in Government schools and enhance the learning levels in reading, writing and Arithmetic

Education Rural Karnataka- Hoskote and Ramanagara

4,699,500 3,532,200 3,532,200 Implementing agency: Sivarasi Charitable Trust

4 Supporting the existing education system in 20 Zilla parishad schools in Pune to achieve quality education in Government schools and enhance the learning levels in reading, writing and Arithmetic

Education Rural Pune - Maharashtra

1,496,000 120,000 120,000 Implementing agency: Sivarasi Charitable Trust

5 Providing Abacus education for Government school students in Bangalore city, at primary level for developing faster arithmetic skills

Education Bangalore city - Urban Karnataka

2,836,680 1,570,539 1,570,539 Implementing agency: CN Rajan Charitable Trust

6 Supporting government schools with computer labs at Government schools that facilitate learning of Math and English through technology

Education Mumbai - Maharashtra

3,014,912 263,760 263,760 Implementing agency: Save The Children India

7 Supporting Government schools with innovative and experiential science labs to promote hands on learning of science

Education Pune - Maharashtra

714,000 659,938 659,938 Implementing agency: GREAT Foundation

8 Providing computer training to youth from disadvantaged backgrounds for economic empowerment

Education Bangalore city - Urban Karnataka

3,399,409 308,693 308,693 Implementing agency: HOPE Foundation

9 Providing computer training to youth from disadvantaged backgrounds for economic empowerment


2,683,996 1,610,398 1,610,398 Implementing agency: HOPE Foundation

10 Providing IT and vocational training to marginalized youth and women from disadvantaged backgrounds for economic empowerment

Education Gandhinagar - Gujarat

1,528,340 917,004 917,004 Implementing agency: SAATH Foundation

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11 Supporting community schools to reinstate out of school students from the community to provide quality education and mainstream them back to schools

Education Hyderabad - Andhra Pradesh

2,698,870 1,793,993 1,793,993 Implementing agency: Sankalp Foundation

12 Supporting students from migrant communities with the right education, facilities and mainstreaming them back to schools

Education Noida - Uttar Pradesh

1,708,000 1,558,849 1,558,849 Implementing agency: ANK Foundation

13 Supporting rural study centers with opportunities for equal and quality education for holistic development of children in rural India


1,512,036 251,080 251,080 Implementing agency: Light of Life Trust

14 Supporting out of school, migrant labour children from the community by providing quality education and mainstream them back to schools

Education Bangalore, Pune and Noida

1,362,827 1,362,827 1,362,827 Implementing agency: Samirddhi Trust

15 Supporting children in the rural communities with study centers and counselling support to help them to provide learning and co-curricular opportunities

Education Chennai- Tamil Nadu

528,065 528,065 528,065 Implementing agency: Thozhamai CharitableTrust

16 Project Akshara Education Bangalore, Mumbai, Noida, Chennai and Pune

14,891,733 14,891,733 14,891,733 Direct

Expenditure towards base line study and administration expenses

Overheads 1,704,526 1,704,526

TOTAL 50,905,171 35,795,053 35,795,053

This being the first year of implementation of the CSR activities under the Companies Act 2013, there was a lead time involved in setting up internal team and identification of beneficiaries. Hence a part of the committed amount will be spent in the next financial year in line with progress of the relevant projects.

The implementation and monitoring of CSR is in compliance with the CSR Policy of the Company.

Place: Bangalore Kalpana Rao Sujit SircarDate November 16, 2015 Member of the Board Member of the Board

ANNEXURE IVForm No. MGT 9

EXTRACT OF ANNUAL RETURN As on financial year ended on 31.03.2015

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

1 CIN U85110PN1993PLC145950

2 Registration Date December 27, 1993

3 Name of the Company IGATE Global Solutions Limited

4 Category/Sub-category of the Company Public Company limited by shares

5 Address of the Registered office & contact details

No.14, Rajiv Gandhi Infotech Park, Hinjewadi, Phase III, MIDC-SEZ, Village Man, Taluka Mulshi, Pune - 411 057, MaharashtraT: +91-20-66991000| F: +91-20-66995050Email: [email protected] | www.igate.com

6 Whether listed company No

7 Name, Address & contact details of the Registrar & Transfer Agent, if any.

Karvy Computershare Pvt. Ltd., Karvy Selenium Tower No.B, Plot No.31-32,Gachibowli,Financial District, NanakramgudaHyderabad : 500 032 – Telengana, India T: +91 040 67161591 | www.karvycomputershare.com

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II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

S. No. Name and Description of main products / services NIC Code of the Product/service

% to total turnover of the company

Other information technology and computer service activities 62099 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

Sl. No.

Name and Address of the Company CIN/GLNHolding/

Subsidiary/ Associate

% of shares held

Applicable Section

1 IGATE CorporationC T Corporation System 116 Pine StreetSuite 320Harrisburg, PA 17101

NA Holding 11.54 2(46)

2 IGATE IncC T Corporation System 116 Pine StreetSuite 320Harrisburg, PA 17101


3 PAN-ASIA IGATE SolutionsSuite 206, SIT Business Center, NG Tower, Cyber City, Ebene, Mauritius


4 Mascot Systems GmbHHaus 2/3. OG Landsberger Strasse 155, 80687 Munich, Germany

NA Subsidiary 100 2(87)

5 IGATE Global Solutions Mexico S.A de C.V6th Floor, Atlantic Tower Etea, WTC Guadalajara Complex, Guadalajara, JALISCO CP 44540, MEXICO


6 IGATE Infrastructure Management Services Limited158-162P & 165P-170P, EPIP Phase II, Whitefield, Bangalore - 560 066

U74140KA1999PLC036394 Subsidiary 100 2(87)

7 IGATE (Singapore) Pte Ltd61 Robinson Road#16-02 Robinson CentreSingapore 068893.


8 Patni Computer Systems GmbHExcellent Business CenterBockenheimer Landstraße 17/1960325 Frankfurt am MainGermany.


9 PCS Computer Systems Mexico, SA de CVManuel Gomez Morin 3970 700, Centro Sur, Queretaro, Queretaro C.P. 76090 Mexico.


10 IGATE Computer Systems (Suzhou) Co LtdBuilding No.3, Suzhou Software &Technology Park, No.2 Keling RoadSND Suzhou – 215163, China.


11 IGATE Computer Systems Japan Inc.,Ichigaya UN Building, 4-3-8 Kudankita, Chiyoda-ku, Tokyo


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IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

A) Category-wise Share Holding

Category of ShareholdersNo. of Shares held at the beginning of the year

[As on 31-March-2014]No. of Shares held at the end of the year

[As on 31-March-2015] % Change during

the year Demat Physical Total% of Total

SharesDemat Physical Total

% of Total

Shares

A. Promoters

(1) Indian

a) Individual/ HUF - - - - - - - - -

b) Central Govt - - - - - - - - -

c) State Govt(s) - - - - - - - - -

d) Bodies Corp. - - - - - - - - -

e) Banks / FI - - - - - - - - -

f) Any other - - - - - - - - -

Sub-total (A) (1) - - - - - - - - -

(2) Foreign

(a) Individuals (NRIs/Foreign Individuals)

29182852 104485 29287337 99.50 26319959 104378 26424337 99.48 0.02

b) Other – Individuals - - - - - - - - -

c) Bodies Corp.

d) Banks / FI - - - - - - - - -

e) Any Other…. - - - - - - - - -

Sub-total (A) (2) 29182852 104485 29287337 99.50 26319959 104378 26424337 99.48 0.02

Total shareholding of Promoter (A) =

(A)(1)+(A)(2)29182852 104485 29287337 99.50 26319959 104378 26424337 99.48 0.02

Total shareholding of Promoter (A)

29182852 104485 29287337 99.50 26319959 104378 26424337 99.48 0.02

B. Public Shareholding

1. Institutions

a) Mutual Funds - - - - - - - - -

b) Banks / FI 11 0 11 0.00 11 0 11 0.00 0.00

c) Central Govt - - - - - - - - -

d) State Govt(s) - - - - - - - - -

e) Venture Capital Funds - - - - - - - - -

Sub-Total B(1) : 11 0 11 0.00 11 0 11 0.00 0.00

f) Insurance Companies - - - - - - - - -

g) FIIs

h) Foreign Venture Capital Funds - - - - - - - - -

i) Others (specify) - - - - - - - - -

Sub-total (B)(1):- - - - - - - - - -

19

2. Non-Institutions

a) Bodies Corp. 6387 0 6387 0.02 5941 0 5941 0.02 0.00

i) Indian

ii) Overseas - - - - - - - - -

b) Individuals

i) Individual shareholders holding nominal share capital upto Rs. 1 lakh

135697 65 135762 0.46 127222 76 127298 0.48 -0.02

ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh

- - - - - - - - -

c) Others (specify) - - - - - - - - -

Non Resident Indians 3850 0 3850 0.01 3873 16 3889 0.01 0.00

Overseas Corporate Bodies

Foreign Nationals

Clearing Members - - - - - - - - -

Trusts - - - - - - - - -

Foreign Bodies – D R - - - - - - - - -

Sub-total (B)(2):- 145934 65 145999 0.50 137036 92 137128 0.52 -0.02

Total Public Shareholding (B)=(B)(1)+ (B)(2)

145945 65 146010 0.50 137047 92 137139 0.52 -0.02

C. Shares held by Custodian for GDRs & ADRs

Grand Total (A+B+C) 29328797 104550 29433347 100.00 26457006 104470 26561476 100.00 0.00

B) Shareholding of Promoter-

SN Shareholder’s Name Shareholding at the beginning of the year as on 01 April 2014

Shareholding at the end of the year as on 31 March 2015

% change in shareholding

during the year

No. of Shares

% of total Shares of the

company

% of Shares Pledged/ en-cumbered to total shares

No. of Shares

% of total Shares of the

company

% of Shares Pledged/

encumberedto total shares

1 Pan Asia IGATE Solutions 16522959 56.14 0 13659959 51.43 0 4.71

2 IGATE Inc 9600000 32.62 0 9600000 36.14 0 3.53

3 IGATE Corporation 3164378* 10.75 0 3164378* 11.91 0 1.16

Total 29287337 99.50 Nil 26424337 99.48 Nil 9.40

*1,00,000 Shares are held by 7 Beneficial shareholders of IGATE Corporation holding Shares (under section 187C of the Companies Act, 1956)

C) Change in Promoters’ Shareholding (please specify, if there is no change)

SN Particulars

Shareholding at the beginning of the year as on 01 April 2014

Cumulative Shareholding during the year (01 April 2014 to March 31, 2015)

No. of shares% of total shares of the company

No. of shares% of total shares of the company

1 At the beginning of the year 29287337 99.50 29287337 99.50

Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.):

-2863000* 0.02*

At the end of the year 26424337 99.48 26424337 99.48

* The decrease in the shareholding of promoters is due to the surrender of 2863000 shares by PAN Asia IGATE Solutions under the Buyback scheme offered by the Company during the period 23 July 2014 to 06 August 2014.

20

D) Shareholding Pattern of top ten Shareholders:

(Other than Directors, Promoters and Holders of GDRs and ADRs):

Shareholding at the beginning of the Year

Cumulative Shareholding during the Year

SN Name of Top 10 Share Holder No of Shares

% of total shares of the company

Increase / Decrease in

shareholdingReason No of

Shares% of total shares of the company

1 RAMESH CHAMPALAL JAIN 798 0.00 0 Nil movement 798 0.00

2 RAHUL DEV GUPTA 750 0.00 750 0.00

Closing Balance -750 Sale 0 0.00

3 KARVY STOCK BROKING LIMITED 567 0.00 567 0.00

11 Purchase 578 0.00

-60 Sale 518 0.00

Closing Balance 518 0.00

4 BAHUBALI GOODS PRIVATE LIMITED 550 0.00 0 Nil movement 550 0.00

5 ARCADIA SHARE & STOCK BROKERS PVT. LTD 547 0.00 547 0.00

300 Purchase 847 0.00

-300 Sale 547 0.00

Closing Balance 547 0.00

6 ISHWAR JAYANTILAL KAKKAD 511 0.00 0 Nil movement 511 0.00

7 AMBALAL PARSOTTAMDAS PATEL 375 0.00 0 Nil movement 375 0.00

8 NITIN DATTATRAYA MOTLAG 366 0.00 0 Nil movement 366 0.00

9 K CHANDRABHAN 352 0.00 0 Nil movement 352 0.00

10 KAYNET FINANCE LIMITED 295 0.00 0 Nil movement 295 0.00

E) Shareholding of Directors and Key Managerial Personnel:

Shareholding at the beginning of the YearCumulative Shareholding

during the Year

SN Key Managerial PersonnelNo of

Shares

% of total shares of the

company

Increase / Decrease in

shareholdingReason

No of Shares

% of total shares of the

company

1 Sujit Sircar, Director 20,000* 0.07 0 Nil movement 20,000* 0.07

2 Mukund Srinath, Company Secretary 20,000* 0.07 0 Nil movement 20,000* 0.07

*Holding shares as beneficial shareholders of IGATE Corporation under section 187C of the Companies Act, 1956

V. INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment. (Rs.)

Indebtedness at the beginning of the financial yearSecured Loans

excluding depositsUnsecured Loans Deposits Total Indebtedness

Principal Amount 67,704,074 3,113,760,000 - 3,181,464,074

Interest due but not paid - - - -

Interest accrued but not due - 479,066 - 479,066

Total (i+ii+iii) 67,704,074 3,114,239,066 - 3,181,943,140

Change in Indebtedness during the financial year

* Addition 23,467,224 3,249,740,000 - 3,273,207,224

* Reduction 7,273,315 3,113,760,000 - 3,121,033,315

Net Change 16,193,909 135,980,000 - 152,173,909

Indebtedness at the end of the financial year - - - -

Principal Amount 83,897,983 3,249,740,000 - 3,333,637,983

Interest due but not paid - - - -

Interest accrued but not due - 66,525 - 66,525

Total (i+ii+iii) 83,897,983 3,249,806,525 - 3,333,704,508

21

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

SN. Particulars of RemunerationName of MD/WTD/ Manager Total Amount(Rs.)

Mr. Sujit Sircar

1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 3,84,80,773

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 6,90,39,208

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 - 10,75,19,981

2 Stock Option3 Sweat Equity -4 Commission

- as % of profit - others, specify

- -

5 Others, please specify - -

Total (A) 10,75,19,981 10,75,19,981

Ceiling as per the Act Rs. 310,642 ,083 (being 5% of the net profits of the Company calculated as per section 198 of the Companies Act, 2013 )

B. Remuneration to other directors

SN. Particulars of Remuneration Name of DirectorsTotal Amount

(Rs.)1 Independent Directors Mrs. Kalpana Rao Mr. R Ramaswamy -

Fee (Rs.) for attending board /committee meetings 50,000 50,000 100,000Commission - - -Others, please specify - - -Total (1) 50,000 50,000 100,000

2 Other Non-Executive Directors Mr. Ashok Vemuri Mr. Ashok Trivedi Mr. Sunil Wadhwani Fee for attending board committee meetings - - - -Commission - - - -Others, please specify - - - -Total (2) - - - -Total (B)=(1+2) - - - -Total Managerial Remuneration - - - -Overall Ceiling as per the Act Rs. 62,128,417 (being 1% of the net profits of the Company

calculated as per section 198 of the Companies Act 2013)

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

SN Particulars of Remuneration Key Managerial Personnel

CS CFO CFO Total

Mr. Mukund Srinath Mr. Nagesh Kumar (w.e.f. 13.02.2015)

Mr. Prashanth Idgunji (01.01.2015 till 13.02.2015)

1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

52,39,933 43,28,002 58,09,364 153,77,299

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

60,43,551 - 5,98,619 66,42,170

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

- - - -

2 Stock Option - - -

3 Sweat Equity -

4 Commission - - - -

- as % of profit - - - -

Others, specify… - - - -

5 Others, please specify

Total 1,12,83,484 43,28,002 64,07,983 220,19,469

22

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

TypeSection of the

Companies ActBrief

DescriptionDetails of Penalty / Punishment/

Compounding fees imposed

Authority [RD / NCLT/

COURT]

Appeal made, if any (give

Details)

A. COMPANY

Penalty - - - - -

Punishment - - - - -

Compounding - - - - -

B. DIRECTORS

Penalty - - - - -



C. OTHER OFFICERS IN DEFAULT

Penalty - - - - -



ANNEXURE V

FORM AOC-1

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures

Name of Subsidiary Patni Computer Systems GmbH

PCS Computer Systems

Mexico SA de CV

IGATE (Singapore)

Pte. Ltd

IGATE Computer Systems

Japan Inc. *

IGATE Computer Systems (Suzhou) Co., Ltd

IGATE Global

Solutions Mexico

S.A. DE. C.V.

Mascot Systems GmbH

IGATE Infra-structure

Management Services Limited

Country Germany Mexico Singapore Japan China Mexico Germany India

Reporting Currency EUR MXN SGD JPY CNY MXN EUR INR

Exchange Rate 67.16 4.07 45.48 0.52 10.08 4.07 67.16 1.00

Share capital 376 95 342 32 48 118 31 29

Reserves 64 (195) (75) (32) 39 (71) 152 (2)

Total Assets 485 56 285 0 159 68 187 157

Total Liabilities 45 156 18 0 72 21 4 130

Investments 189 49

Turnover 347 12 316 1 179 151 1 104

Profit/(Loss) before taxation 143 (24) 30 7 14 25 (8) (32)

Provision for Taxation (27) 1 0 0 (1) (2) (2) 0

Profit/(Loss) After Taxation 170 (25) 30 7 15 27 (6) (32)

Proposed Dividend - - - - - - - -

% of shareholding 100% 100% 100% 100% 100% 100% 100% 100%

*The Company is liquidated June 30 ,2015

For and on behalf of the Board of Directors of

IGATE Global Solutions Limited

Sujit Sircar R. Ramaswamy Mukund Srinath Nagesh Kumar M Member of the Board Member of the Board Senior Vice President - Chief Financial Officer Legal & Company Secretary

Place : BangaloreDate : November 16, 2015

23

ANNEXURE VI

FORM AOC-2

[Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rule, 2014]

Details of material contracts or arrangements or transactions at arm’s length basis:

a) Name of related party and nature of relationship

Name of related party Nature of relationship

Duration of contract Salient terms

IGATE Information Services (UK) Ltd Associate Company April 01, 2014 to March 31, 2015 Based on transfer pricing guidelines

CHCS Services Inc Associate Company April 01, 2014 to March 31, 2015 Based on transfer pricing guidelines

Patni Computer Systems GmbH Subsidiary April 01, 2014 to March 31, 2015 Based on transfer pricing guidelines

IGATE Corporation Ultimate Holding Company

April 01, 2014 to March 31, 2015 Based on transfer pricing guidelines

IGATE Computer Systems (UK) Ltd Associate Company April 01, 2014 to March 31, 2015 Based on transfer pricing guidelines

IGATE Global Solutions Mexico S.A. DE. C.V.

Subsidiary April 01, 2014 to March 31, 2015 Based on transfer pricing guidelines

IGATE (Singapore) Pte. Ltd Subsidiary April 01, 2014 to March 31, 2015 Based on transfer pricing guidelines

IGATE Technologies Inc. Associate Company April 01, 2014 to March 31, 2015 Based on transfer pricing guidelines

IGATE Technologies Inc., Canada Associate Company April 01, 2014 to March 31, 2015 Based on transfer pricing guidelines

IGATE Technologies Luxembourg S.á r.l.

Associate Company April 01, 2014 to March 31, 2015 Based on transfer pricing guidelines

IGATE Infrastructure Management Services Limited


IGATE Computer Systems Japan Inc. Subsidiary April 01, 2014 to March 31, 2015 Based on transfer pricing guidelines

Mascot Systems GmbH Subsidiary April 01, 2014 to March 31, 2015 Based on transfer pricing guidelines

PCS Computer Systems Mexico S.A. DE. C.V.


PAN - Asia IGATE Solutions Holding Company April 01, 2014 to March 31, 2015 Based on transfer pricing guidelines

IGATE Computer Systems (Suzhou) Co., Ltd


b) Aggregate value of the above contracts or arrangements or transactions is Rs. 24,759 million during the year.

For and on behalf of the Board of Directors IGATE Global Solutions Limited

Place: Bangalore Sujit Sircar R. RamaswamyDate : November 16, 2015 Member of the Board Member of the Board

24

INDEPENDENT AUDITOR’S REPORT

To the Members of IGATE Global Solutions Limited

Report on the Financial Statements

We have audited the accompanying standalone financial statements of IGATE Global Solutions Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”)with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment,including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at March 31, 2015, its profit, and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s report) Order, 2015 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure 1 a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

(c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) On the basis of written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of section 164 (2) of the Act;

Financial Statement - Indian GAAP

25

(f) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

For S.R. Batliboi & Associates LLPChartered AccountantsICAI Firm Registration Number: 101049W

per Prashant SinghalPartnerMembership No: 93283

Place: GurgaonDate: November 16, 2015

26

Annexure 1 to the Auditors’ ReportThe Annexure referred to in our report to the members of IGATE Global Solutions Limited (‘the Company’) for the year ended March 31, 2015.

We report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(ii) (a) The Company’s business does not involve inventories and, accordingly, the requirements under paragraph 4(ii) of the Order are not applicable to the Company.

(iii) (a) The Company has granted loans to one of its subsidiary covered in the register maintained under section 189 of the Companies Act, 2013. In respect of loans granted, repayment of the principal amount is as stipulated. The payment of interest is not yet due.

(b) There is no overdue amount of loans granted to companies, firms or other parties listed in the register maintained under section 189 of the Companies Act, 2013.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and for rendering of services. The activities of the Company do not involve purchase of inventory and the sale of goods. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the Company in respect of these areas.

(v) The Company has not accepted any deposits from the public.

(vi) To the best of our knowledge and as explained, the Company is not in the business of sale of any goods. Therefore, in our opinion, the provisions of clause 3(vi) of the Order are not applicable to the Company.

(vii) (a) Undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, value added tax, cess and other material statutory dues have generally been regularly deposited with the appropriate authorities though there have been slight delays in few cases.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees’ state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, value added tax, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows:

Name of the statuteDisputed

Amount (Rs.)Amount paid under

protest (Rs.)Period to which the

amount relatesForum where dispute

is pending

Income Tax Act, 1961 5,850,158,296 1,554,554,149

AY 2006-2007, AY 2007-2008 to AY 2009-10 and AY 2010-2011

Income Tax Appellate Tribunal, Pune

Income Tax Act, 1961 25,318,682 25,318,682AY 2006-2007 and

AY 2009-10Income Tax Appellate Tribunal, Bangalore

Income Tax Act, 1961 2,770,420 - AY 2010-11Commissioner of

Income Tax, Appeals

Income Tax Act, 1961 72,174,148 27,220,707AY 2005-2006,

AY 2007-2008 and 2010-2011

Income Tax Appellate Tribunal, Hyderabad

Income Tax Act, 1961 751,530 2,189,106 AY 2006-2007Assessing Officer,

Hyderabad

(d) According to the information and explanation given to us, the amount required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under has been transferred to such fund within time.

27

(viii) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year.

(ix) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

(x) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xi) The Company did not have any term loans outstanding during the year.

(xii) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.


per Prashant SinghalPartnerMembership No: 93283

Place: GurgaonDate: November 16, 2015

28

Balance Sheet as at 31 March 2015(Rs. in millions)

As at As at Notes 31 March 2015 31 March 2014

Equity and liabilitiesShareholders’ fundsShare capital 3 266 294Share capital pending allotment 3.1 6 -Stock options outstanding - 1Reserves and surplus 4 26,676 26,482

26,948 26,777

Non-current liabilitiesLong-term borrowings 5 60 40Other long-term liabilities 6 102 65Long-term provisions 7 895 1,685

1,057 1,790

Current liabilitiesShort-term borrowings 8 3,250 3,114Trade payables 9 1,710 3,725Other current liabilities 9 975 635Short-term provisions 7 746 870

6,681 8,344

TOTAL 34,686 36,911

AssetsNon-current assetsFixed assetsTangible assets 10 11,424 6,933Intangible assets 11 118 232Capital work-in-progress 2,633 2,544

14,175 9,709Non-current investments 12 747 778Deferred tax assets (net) 13 226 439Loans and advances 14 5,527 4,969Other non-current assets 17 2 2

20,677 15,897Current assetsCurrent investments 15 3,609 8,665Trade receivables 16 6,440 7,239Cash and bank balances 18 1,843 2,211Loans and advances 14 1,134 1,444Other current assets 17 983 1,455

14,009 21,014

TOTAL 34,686 36,911

Summary of significant accounting policies 2.1

The accompanying notes are an integral part of the financial statements.

As per our report of even date

For S.R. Batliboi & Associates LLP For and on behalf of the Board of Directors ofFirm registration number: 101049W IGATE Global Solutions LimitedChartered Accountants

per Prashant Singhal Sujit Sircar R. RamaswamyPartner Member of the Board Member of the Board Membership no. 93283 Mukund Srinath Nagesh Kumar M Senior VP - Legal & Company Secretary Chief Financial Officer

Place : Gurgaon Place : BangaloreDate : November 16, 2015 Date : November 16, 2015

29

Statement of profit and loss for the year ended 31 March 2015(Rs. in millions)

Year ended Year ended Notes 31 March 2015 31 March 2014

Income

Revenue from operations 33,502 34,247

Other income 19 1,853 1,509

Total revenue (I) 35,355 35,756

Expenses

Employee benefits expense (including reversal of prior period Rs.20 million during the year) 20 19,610 18,690

Other expenses [including prior period of Rs 19 million (Rs.167 million reversal during the previous year)] 21 7,867 9,161

Depreciation and amortization expense 22 1,419 1,250

Finance costs 23 88 156

Total (II) 28,984 29,257

Profit before tax (I) - (II) 6,371 6,499

Tax expenses

Current tax


Adjustment of tax relating to earlier periods (664) (453)

Deferred tax 130 60

Total tax expense 939 1,555

Profit for the year 5,432 4,944

Earnings per equity share[nominal value of share of Rs 10 27 (31 March 2014: Rs 10)]

Basic & Diluted 192.85 167.97

Computed on the basis of profit for the year







30

Cash flow statement for the year ended 31 March 2015(Rs. in millions)

As at As at 31 March 2015 31 March 2014

Cash flow from operating activities

Profit before tax 6,371 6,499

Adjustment to reconcile profit before tax to net cash flows

Depreciation and amortization 1,419 1,250

Provision for diminution in value of investment in subsidiary company - 93

Bad debts written off, including provision 55 (3)

Profit on sale of fixed assets, net (17) (123)

Net gain on sale of current and non current investments (632) (1,146)

Liabilities no longer required write back (9) (3)

Provision no longer required write back (25) -

Unrealised foreign exchange 137 182

Interest expense 66 156

Interest income on bank deposits (2) (5)

Interest income on others (59) (47)

Deferred rent 29 35

Operating profit before working capital changes 7,333 6,888

Movements in working capital:

Decrease in trade payables (2,159) (594)

Decrease in short-term provisions (256) (69)

Decrease in other current liabilities (108) (264)

Increase/(decrease) in long-term provisions 7 (15)

Decrease in trade receivables 994 992

Decrease in short-term loans and advances 99 718

Increase in long-term loans and advances (520) (210)

Decrease in other current assets 623 614

Decrease in other non-current assets 2 5

Cash generated from operations 6,015 8,065

Direct taxes paid (net of refunds) (1,160) (1,544)

Net cash flows from operating activities (A) 4,855 6,521

Cash flows from investing activities

Purchase of fixed assets, including intangible assets, CWIP and capital advances (5,201) (2,716)

Proceeds from sale of fixed assets 24 154

Investments in bank deposits (having original maturity of more than twelve months) (2) -

Proceeds of non- current investments 190 1,098

Purchase of current investments (30,251) (43,888)

Proceeds from sale of current investments 36,731 62,203

Investment pursuant to amalgamation - (23,860)

Interest received on bank deposits 2 5

Net cash flows used in investing activities (B) 1,493 (7,004)

Cash flows from financing activities

Repayment of long-term borrowings - 2

Repayment of short-term borrowings (6,423) (6,098)

Proceeds from short-term borrowings 6,417 6,366

Payment towards repurchase of equity shares (6,493) -

Proceeds from issuance of share capital (ESOP) - (11)

Repayment towards capital leases (40) (51)

Interest paid (28) (62)

Net cash flows from/(used in) financing activities (C) (6,567) 146

31

Net decrease in cash and cash equivalents during the year (A+B+C) (219) (337)

Effect of exchange differences on cash and cash equivalents held in foreign currency (209) 51

Cash and cash equivalents at the beginning of the year 2,211 2,497

Add: Cash and Cash equivalents acquired on merger 60 -

Cash and cash equivalents at the end of the year 1,843 2,211

Components of cash and cash equivalents

Balances with banks:

On current accounts 1,609 2,198

Deposits with original maturity of more than 3 months but less than 12 months 12 10

On unpaid dividend account 2 3

Cash on hand (cash in transit) 220 -

1,843 2,211


Cash flow statement for the year ended 31 March 2015 (Contd.)(Rs. in millions)






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1. Corporate information

IGATE Global Solutions Limited (“the Company” or “IGS”) is a public Company domiciled in India and incorporated under the provisions of the Companies Act, 1956. The Company is primarily engaged in providing Information Technology (“IT”) and IT - enabled operations offshore outsourcing solutions and services to large and medium-sized organizations using an offshore/onsite model. The Company has its branches and subsidiaries in United States, Canada, Japan, Singapore, Australia, Sweden, Switzerland, United Kingdom, Belgium, France, Finland, Germany, Mexico and Netherlands. IT services and IT-enabled operation offshore outsourcing solutions is delivered using the offshore centres located in Bangalore, Hyderabad, Chennai, Noida, Mumbai, Pune and Gandhinagar in India.

On June 16, 2014, the Company’s Board of Directors approved a proposal for the Buyback of 2,873,019 fully paid-up equity shares of face value of Rs.10 each representing 9.8% of the total number of equity shares of the Company, at a price of Rs.2,261 per equity share out of free reserves, from the existing shareholders of the Company on a proportionate basis. As a result, the Company has repurchased 2,871,871 equity shares as per the Buyback offer which was closed on 6th August 2014. For this purpose Rs.6,464 million has been utilized from free reserves. Section 69(1) of the Companies Act, 2013 requires the Company to transfer from free reserves an amount equal to the face value of the shares repurchased to Capital redemption reserve which is Rs.29 million.

On January 20, 2015, the Company’s Board of Directors approved the plan to merge IGATE Information services Private Limited (IISPL) with the Company and filed a scheme of amalgamation with the High Court in Mumbai, India on January 21, 2015. On February 26, 2015, IISPL sent to its shareholders a notice convening a meeting of shareholders to approve the merger scheme (as filed with the High Court) of IISPL with IGS. The Company received High Court Order on September o4, 2015 for merger with IISPL effective April 1, 2014, being the appointed date.

1.1 Amalgamation of IGATE Information Services Private Limited with the Company

In accordance with the scheme of Amalgamation (hereinafter referred to as “the Scheme”) erstwhile IGATE Information Services Private Limited, primarily engaged in providing IT and IT enabled operations offshore outsourcing solutions and services, (hereinafter referred to as “the Amalgamating Company”) as approved by the members on March 23, 2015, and subsequently sanctioned by the Honorable High Court of Mumbai by order dated 04 September 2015, have been merged with the Company. The undertaking of the Amalgamating Company being all the properties, rights and powers including all the assets, debts, liabilities, duties and obligations have been transferred to and vested in the Company retrospectively with effect from April 1, 2014. The Scheme has accordingly been given effect to in the accounts.

The amalgamation has been accounted for under the “Pooling of interest” method as prescribed by Accounting Standard (AS) 14 (Accounting for Amalgamations) issued by the Institute of Chartered Accountants of India (ICAI). Accordingly the assets, liabilities and reserves of the Amalgamating Company are recorded by the Company at their existing carrying amounts as on April 1, 2014 after making necessary adjustments to bring about the uniformity in the accounting policies followed by the two companies as specified in the Scheme.

Pursuant to the Scheme 5,66,758 Equity shares of Rs.10 each of the Company are to be allotted to the shareholders of the Amalgamating Company in the ratio of 27 equity share for 20 shares held in the Amalgamating Company as complete settlement for purchase consideration. For the purpose of exchange, IGS and IISPL equity shares were valued at Rs. 2,179 and Rs. 2,941 respectively. Pending allotment, an amount of Rs.5,667,580 has been shown under Share Capital Pending Allotment as at March 31, 2015 (refer note 3.1).

In terms of the Scheme, the equity shares when issued and allotted by the Company shall rank for dividend, voting rights and in all other respects pari-passu with the existing equity shares of the Company.

As provided in the scheme of amalgamation the following adjustments are provided in the books of the Company:

a) the inter-company balances shall stand eliminated and there shall be no further outstanding balances.

b) the assets and liabilities of the amalgamating Company pursuant to the Scheme have been recorded at book values.

c) The deficit, being the difference between the value of shares issued and book value of net assets taken over after accounting for the cancellation of investments have been debited to accumulated credit balance in the statement of profit and loss.

d) The cancellation of the share capital of the amalgamating Company pursuant to scheme and utilization of the securities premium account of the transferee company as mentioned in Clause (c) above, shall be effected as an integral part of the Scheme in accordance with the provisions of Section 52 of the Companies Act, 2013.

All profits or income accruing or arising to and expenditures or losses incurred by the Amalgamating Company during the period April 1, 2014 to March 31, 2015 have also been incorporated in these accounts. During this period, the amalgamating Company carried on the existing business and activities in trust for and on behalf of the Company,

Notes to financial statements for the year ended 31 March 2015

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accordingly all vouchers, documents, etc. for the period are in the name of the Amalgamating Company. The title deeds for all contracts, deeds, bonds, licenses, agreements, loan documents, etc., are being transferred in the name of the Company.

In terms of the scheme, all employees in service of the Amalgamating Company have become employees of the Company without any break of interruption in service. All rights, duties, powers and obligation of the Amalgamating Company in relation to Provident Fund, ESI, Gratuity Fund, Superannuation Fund, etc. have been transferred to the Company.

The details of assets and liabilities taken over pursuant to scheme of amalgamation are as follows:

Rs. in millions

Fixed assets (refer note 10) 16

Non-current investments 1

Other non-current assets 3

Deferred tax assets 25

Long-term loans and advances 127

Current investments 951

Trade receivables 169

Cash and bank balances 60

Other current assets 1

Short-term loans and advances 60

Total assets (A) 1,413

Liabilities

Long-term provisions 20

Trade payables 37

Other current liabilities 7

Short-term provisions 20

Total Liabilities (B) 84

Reserves (refer note 4)

Securities premium account 7

Net surplus in the statement of profit and loss 1,318

Total Reserves (C) 1,325

Net Asset (A-B-C) 4

Purchase consideration 6

Excess of Purchase consideration over net assets debited to surplus in the statement of profit and loss. (refer Note 4) (2)

In view of the aforesaid amalgamation with effect from April 01, 2014, the figures for the current year are not comparable with corresponding figures of the previous year.

2. Basis of preparation

The financial statements of the Company have been prepared in accordance with the generally accepted accounting principles in India (Indian GAAP). The Company has prepared these financial statements to comply in all material respects with the accounting standards notified under section 133 of the Companies Act, 2013, read together with paragraph 7 of the Companies (Accounts) Rules 2014. The financial statements have been prepared on an accrual basis and under the historical cost convention except for certain financial instruments which are measured at fair values.

The accounting policies adopted in the preparation of financial statements are consistent with those of previous year.

Notes to financial statements for the year ended 31 March 2015 (Contd.)

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2.1 Summary of significant accounting policies

a) Use of estimates

The preparation of financial statements in conformity with Indian GAAP requires the management to make Judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities, at the end of the reporting period. Although these estimates are based on management’s best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods.

b) Tangible fixed assets

Fixed assets are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. The cost comprises purchase price, borrowing costs, if capitalization criteria are met and directly attributable cost of bringing the asset to its working condition for the intended use. Any trade discounts and rebates are deducted in arriving at the purchase price.

Subsequent expenditure related to an item of fixed asset is added to its book value only if it increases the future benefits from the existing asset beyond its previously assessed standard of performance. All other expenses on existing fixed assets, including day-to-day repair and maintenance expenditure and cost of replacing parts, are charged to the statement of profit and loss for the period during which such expenses are incurred.

Gains or losses arising from derecognition of fixed assets are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the statement of profit and loss when the asset is derecognized.

c) Depreciation on tangible fixed assets

Till the year ended March 31, 2014, Schedule XIV to the Companies Act, 1956, prescribed requirements concerning depreciation of fixed assets. From current year, Schedule XIV has been replaced by Schedule II to the Companies Act, 2013. The applicability of Schedule II has resulted in the following changes related to depreciation of fixed assets. Unless stated otherwise, the impact mentioned for the current year is likely to hold good for future years also.

Till the year ended March 31, 2014, depreciation rates prescribed under Schedule XIV were treated as minimum rates and the company was not allowed to charge depreciation at lower rates even if such lower rates were justified by the estimated useful life of the asset. Schedule II to the Companies Act, 2013 prescribes useful lives for fixed assets which, in many cases, are different from lives prescribed under the erstwhile Schedule XIV. However, Schedule II allows companies to use higher/ lower useful lives and residual values if such useful lives and residual values can be technically supported and justification for difference is disclosed in the financial statements.

Depreciation on fixed assets is calculated on a straight-line basis using the rates arrived at based on the useful lives estimated by the management, or those prescribed under the Schedule II to the Companies Act, 2013.The management believes that depreciation rates currently used fairly reflect its estimate of the useful lives and residual values of fixed assets, though these rates in certain cases are different from lives prescribed under Schedule II. The Company has used the following useful lives to provide depreciation on its fixed assets.

Asset “Years (SLM)”

Building 25 - 40

Computers and related assets 3 - 5

Vehicles 4 - 5

Office equipments 5

Furniture and fixtures 5

Leasehold land and lease hold improvements are depreciated over the primary lease period or remaining useful life, whichever is lower, on a straight line basis.

As per Schedule II to the Companies Act, 2013 Assets individually costing Rs 5,000 or less are not required to depreciate fully within 12 months from the date of purchase. However, the management has decided to depreciate asset costing Rs 5000 or less with in 12 months from the date of purchase.

d) Intangible assets

Intangible assets acquired separately are initially recognized at cost. Following initial recognition, intangible assets are carried at cost less accumulated amortization and accumulated impairment losses, if any. Intangible assets are amortized on a straight-line basis over the estimated useful economic life and are assessed for impairment whenever there is an indication that the intangible asset may be impaired.


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Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the statement of profit and loss when the asset is derecognized.

Goodwill is amortized over a period of 10 years and computer software held for use in business purpose is amortized over an estimated useful life of 3 - 5 years or the period of licenses, whichever is lower.

e) Leases

Finance leases, which effectively transfer to the Company substantially all the risks and benefits incidental to ownership of the leased item, are capitalized at the lower of the fair value and present value of the minimum lease payments at the inception of the lease term and disclosed as leased assets. Lease payments are apportioned between the finance charges and reduction of the lease liability based on the implicit rate of return. Finance charges are recognized as finance costs in the statement of profit and loss. Lease management fees, legal charges and other initial direct costs are capitalized.

A leased asset is depreciated on a straight-line basis over the useful life of the asset. However, if there is no reasonable certainty that the Company will obtain the ownership by the end of the lease term, the capitalized asset is depreciated on a straight-line basis over the shorter of the estimated useful life of the asset or the lease term .

Leases, where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item, are classified as operating leases. Operating lease payments are recognized as an expense in the statement of profit and loss on a straight-line basis over the lease term.

f) Impairment of tangible and intangible assets

The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s net selling price and its value in use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining net selling price, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used.

Impairment losses are recognized in the statement of profit and loss. After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life.

An assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the Company estimates the asset’s recoverable amount. A previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognized. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the statement of profit and loss unless the asset is carried at a revalued amount, in which case the reversal is treated as a revaluation increase.

g) Investments

Investments, which are readily realizable and intended to be held for not more than one year from the date on which such investments are made, are classified as current investments. All other investments are classified as long-term investments.

On initial recognition, all investments are measured at cost. The cost comprises purchase price and directly attributable acquisition charges such as brokerage, fees and duties. Current investments are carried in the financial statements at lower of cost and fair value determined on an individual investment basis. Long-term investments are carried at cost. However, provision for diminution in value is made to recognize a decline other than temporary in the value of the investments.

On disposal of an investment, the difference between its carrying amount and net disposal proceeds is charged or credited to the statement of profit and loss.

h) Revenue Recognition

Revenue, net of volume discounts is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognized:


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Income from services

(i) Time and material contracts Revenues from time and material services are recognized as the related services are performed.

(ii) Fixed price, milestone based contracts Revenue from fixed-price development contracts are recognized using the percentage-completion method,

under which the contract performance is determined by relating the actual costs incurred to date to the estimated total costs for each contract. Any anticipated losses expected upon contract completion are recognized immediately. Changes in job performance, conditions and estimated profitability may result in revisions and corresponding revenues and costs are recognized in the period in which the changes are identified.

(iii) Other Contracts Revenue from contracts with amounts to be billed on monthly basis is recognized on a straight-line basis

over the term of the contract. Revenue from transaction-priced contracts is recognized on rendering of the services as per the terms of the contracts.

Revenue from export services also comprises income from development of custom software applications and other IT services rendered on the basis of agreed upon mark up on cost incurred by the Company.

Unbilled revenue represent amounts recognized as revenues for the periods presented based on services performed in accordance with the terms of contracts that will be billed in subsequent periods.

Deferred revenue represents amounts billed in excess of revenue earned for which related services are expected to be performed in subsequent periods.

Interest

Interest income is recognized on a time proportion basis taking into account the amount outstanding and the applicable interest rate. Interest income is included under the head “other income” in the statement of profit and loss.

Other income

Other income is recognized on accrual basis.

i) Foreign currency transactions and balances

i) Initial Recognition Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency

amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction.

ii) Conversion Foreign currency monetary items are retranslated using the exchange rate prevailing at the reporting date.

Non-monetary items which are measured in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction.

iii) Exchange Differences Exchange differences arising on the settlement of monetary items or on reporting such monetary items of

Company at rates different from those at which they were initially recorded during the year, or reported in previous financial statements, are recognized as income or as expenses in the year in which they arise.

iv) Hedging of monetary assets and liabilities The Premium or discount arising at the inception of forward exchange contracts and option is amortized as

expense or income over the life on the contract. Exchange differences on such contracts are recognized in the statement of profit and loss in the year in which the exchange rates change. Any profit or loss arising on cancellation or renewal of forward exchange contract is recognized as income or expense for the year.

v) Translation of integral and non-integral foreign operation The financial statements of an integral foreign operation are translated as if the transactions of the foreign

operation have been those of the Company itself.

The assets and liabilities of a non-integral foreign operation are translated into the reporting currency at the exchange rate prevailing at the reporting date. Their statement of profit and loss are translated at exchange rates prevailing at the dates of transactions or weighted average weekly rates, where such rates approximate the exchange rate at the date of transaction. The exchange differences arising on translation are accumulated in the foreign currency translation reserve. On disposal of a non-integral foreign operation, the accumulated foreign currency translation reserve relating to that foreign operation is recognized in the statement of profit and loss.

When there is a change in the classification of a foreign operation, the translation procedures applicable to the revised classification are applied from the date of the change in the classification.


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j) Retirement and other employee benefits

Retirement benefit in the form of provident fund is a defined contribution scheme. The contributions to the provident fund are charged to the statement of profit and loss for the year when the contributions are due. The Company has no obligation, other than the contribution payable to the provident fund.

Gratuity liability is a defined benefit obligation and is provided for on the basis of an actuarial valuation on projected unit credit method made at the end of each financial year.

Accumulated leave, which is expected to be utilized within the next twelve months, is treated as short-term employee benefit. The Company measures the expected cost of such absences as the additional amount that it expects to pay as a result of the unused entitlement that has accumulated at the reporting date.

The Company treats accumulated leave expected to be carried forward beyond twelve months, as long-term employee benefit for measurement purposes. Such long-term compensated absences are provided for based on the actuarial valuation using the projected unit credit method at the year-end. Actuarial gains/losses are immediately taken to the statement of profit and loss and are not deferred.

k) Income taxes

Tax expense comprises of current and deferred tax. Current income tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income-tax Act, 1961 enacted in India and tax laws prevailing in the respective tax jurisdictions where the Company operates. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date.

Deferred income taxes reflect the impact of timing differences between taxable income and accounting income originating during the current year and reversal of timing differences for the earlier years. Deferred tax is measured using the tax rates and the tax laws enacted or substantively enacted at the reporting date.

Deferred tax liabilities are recognized for all taxable timing differences. Deferred tax assets are recognized for deductible timing differences only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. In situations where the Company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognized only if there is virtual certainty supported by convincing evidence that they can be realized against future taxable profits.

In the situations where the Company is entitled to a tax holiday under the Income-tax Act, 1961, enacted in India or tax laws prevailing in the respective tax jurisdictions where it operates, no deferred tax (asset or liability) is recognized in respect of timing differences which reverse during the tax holiday period, to the extent the Company’s gross total income is subject to the deduction during the tax holiday period. Deferred tax in respect of timing differences which reverse after the tax holiday period is recognized in the year in which the timing differences originate. However, the Company restricts recognition of deferred tax assets to the extent that it has become reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which such deferred tax assets can be realized. For recognition of deferred taxes, the timing differences which originate first are considered to reverse first.

At each reporting date, the Company re-assesses unrecognized deferred tax assets. It recognizes unrecognized deferred tax assets to the extent that it has become reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which such deferred tax assets can be realized.

The carrying amount of deferred tax assets are reviewed at each reporting date. The Company writes-down the carrying amount of a deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which deferred tax asset can be realized. Any such write-down is reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set-off current tax assets against current tax liabilities and the deferred tax assets and deferred taxes relate to the same taxable entity and the same taxation authority.

Minimum alternate tax (MAT) paid in a year is charged to the statement of profit and loss as current tax. The Company recognizes MAT credit available as an asset only to the extent that there is convincing evidence that the Company will pay normal income tax during the specified period, i.e., the period for which MAT credit is allowed to be carried forward. In the year in which the Company recognizes MAT credit as an asset in accordance with the Guidance Note on Accounting for Credit Available in respect of Minimum Alternative Tax under the Income-tax Act, 1961, the said asset is created by way of credit to the statement of profit and loss and shown as “MAT Credit Entitlement.” The Company reviews the “MAT credit entitlement” asset at each reporting date and writes down the asset to the extent the Company does not have convincing evidence that it will pay normal tax during the specified period.


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l) Segment reporting

Identification of segments

The Company is engaged in the business of providing Information Technology and IT Enabled services, which in the context of Accounting Standard 17, Segment Reporting, issued by the Institute of Chartered Accountants of India, is considered as the only business segment. Further, the operations of the Company are managed from independent locations based on customer, which are located in different geographical locations.

Segment accounting policies

The Company prepares its segment information in conformity with the accounting policies adopted for preparing and presenting the financial statements of the Company as a whole.

m) Earnings per share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. Partly paid equity shares are treated as a fraction of an equity share to the extent that they are entitled to participate in dividends relative to a fully paid equity share during the reporting period. The weighted average number of equity shares outstanding during the period is adjusted for events such as bonus issue, bonus element in a rights issue, share split, and reverse share split (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

n) Provisions

A provision is recognized when the Company has a present obligation as a result of past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation at the reporting date. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates.

o) Provision for Warranty

Provisions for warranty-related costs are recognized when the product is sold or service provided. Provision is based on historical experience. The estimate of such warranty-related costs is revised annually.

p) Contingent Liabilities

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The Company does not recognize a contingent liability but discloses its existence in the financial statements.

q) Cash and cash equivalents

Cash and cash equivalents for the purpose of cash flow statement comprise cash at bank and in hand and short-term investments with an original maturity of three months or less.

r) Derivative instrument and hedge accounting

The Company uses derivative financial instruments (foreign currency forward and option contracts) to hedge its risks associated with foreign currency fluctuations relating to certain forecasted transactions.

The use of foreign currency forward contracts and options are governed by the Company’s policies, which provide written principles on the use of such financial derivatives consistent with the Company’s risk management strategy. The Company does not use derivative financial instruments for speculative purposes.

The derivative instruments are initially measured at fair value, and are remeasured at subsequent reporting dates in accordance with recognition and measurement principles of Accounting Standard (AS) 30, Financial Instruments : Recognition and Measurement.

Based on the recognition and measurement principles of hedge accounting set out in AS 30, changes in the fair values of derivative financial instruments designated as cash flow hedges are recognized directly in reserves/equity and are reclassified to the statement of profit and loss account upon occurrence of the hedged transaction. Changes in the fair value related to derivatives not designated as hedges are recognized in the statement of profit and loss.


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In respect of derivative contracts which are replaced with successive new contracts up to the period in which the forecasted transactions are expected to occur (roll-over hedging), the hedge effectiveness is assessed based on changes in fair value attributable to changes in spot prices, are recorded in hedging reserve account under reserves until the hedged transactions occur and at that time are recognized in the profit and loss account. Accordingly, the changes in the fair value of the contract related to the changes in the difference between the spot price and the forward price i.e. forward premium/discount are excluded from assessment of hedge effectiveness and is recognized in the statement of profit and loss and are included in foreign exchange gain (loss).

Hedge accounting is discontinued from the last testing date when the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. Cumulative gain or loss on such hedging instrument recognized in shareholders’ funds is retained there until the forecasted transaction occurs. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognized in shareholders’ funds is transferred to the statement of profit and loss for the year.

s) Amalgamation accounting

The company treats an amalgamation in the nature of merger if it satisfies all the following criteria:

i) All the assets and liabilities of the transferor company become, after amalgamation, the assets and liabilities of the transferee Company.

ii) Shareholders holding not less than 90% of the face value of the equity shares of the transferor company (other than the equity shares already held therein, immediately before the amalgamation, by the transferee company or its subsidiaries or their nominees) become equity shareholders of the transferee Company.

iii) The consideration for amalgamation receivable by those equity shareholders of the transferor company who agree to become shareholders of the transferee Company is discharged by the transferee Company wholly by the issue of equity shares, except that cash may be paid in respect of any fractional shares.

iv) The business of the transferor company is intended to be carried on, after the amalgamation, by the transferee Company.

v) The transferee Company does not intend to make any adjustment to the book values of the assets and liabilities of the transferor company, except to ensure uniformity of accounting policies.

t) Corporate Social Responsibility (‘CSR’)

CSR Expenditure as per provisions of Section 135 of the Companies Act, 2013, read with rules thereon, is charged to the statement of profit and loss as an expense.

3. Share capital

31 March 2015 31 March 2014 Rs. in millions Rs. in millions

Authorised shares

80,950,000 (31 March 2014 - 79,950,000) equity shares of Rs. 10 each 810 800

10,800,000 (31 March 2014 - 10,800,000) compulsorily convertible preference shares (‘CCPS’) of Rs 10 each 108 108

Issued, subscribed and fully paid up shares


Total issued, subscribed and fully paid up share capital 266 294

a. Reconciliation of shares outstanding at the beginning and at the end of the reporting period

Equity shares

31 March 2015 31 March 2014 No. of shares Rs. in millions No. of shares Rs. in millions

At the beginning of the period 2,94,33,347 294.3 1,27,64,378 127.5

Issued during the period - - 1,66,68,969 166.5

Bought back during the period 28,71,871 28.7 - -

Outstanding at the end of the period 2,65,61,476 266 2,94,33,347 294


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b. Terms/right attached to equity shares

The Company has only one class of equity shares having par value of Rs 10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. Any dividends proposed by the Board of Directors is subject to the approval of the shareholders in the Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company. The distribution will be in proportion to the number of equity shares held by the shareholders.

c. Shares held by holding/ultimate holding Company and/or their subsidiaries/associates

Out of total shares issued by the Company, shares held by its holding company, ultimate holding company and their subsidiaries/associates are as below:


PAN-Asia IGATE Solutions, Mauritius, the holding company 13,659,959 (31 March 2014 - 16,522,959) equity shares of Rs.10 each fully paid 137 165

IGATE Inc. USA, the associate company 9,600,000 (31 March 2014 - 9,600,000) equity shares of Rs.10 each fully paid 96 96

IGATE Corporation, USA, the ultimate holding company 3,064,378 (31 March 2014 - 3,064,378) equity shares of Rs.10 each fully paid 31 31

264 292

d. Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date:

31 March 2015 31 March 2014 No. of shares No. of shares

Equity shares of Rs 10 each bought back by the Company 28,71,871 -

Equity shares of Rs 10 each issued pursuant to the scheme of amalgamation of IGATE Computer Systems Limited with the Company. 1,66,68,969 1,66,68,969

e. Details of shareholders holding more than 5% shares in the Company

31 March 2015 31 March 2014 No. of shares % holding in No. of shares % holding in

the class the class

Equity shares of Rs.10 each fully paid

PAN-Asia IGATE Solutions, Mauritius, the holding company 1,36,59,959 51.43% 1,65,22,959 56.14%

IGATE Inc. USA, the associate company 96,00,000 36.14% 96,00,000 32.62%

IGATE Corporation, USA, the ultimate holding company 30,64,378 11.54% 30,64,378 10.41%

As per the records of the Company, including its register of shareholders/members and other declaration received from shareholders regarding beneficial interest, the above shareholding represents the legal ownership of shares.

3.1. Share capital pending allotment


566,758 (31 March 2014 Nil) equity shares of Rs.10 each to be issued to the erstwhile shareholders of IGATE Information Services Private Limited in pursuant to the scheme of merger with IGATE Global Solutions Limited (refer note 1.1) 6 -

6 -


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4. Reserves and surplus


Building revaluation reserve

Balance as per the last financial statements 1 1

Closing balance 1 1

Capital redemption reserve


Add: Transfer pursuant to Buyback of shares 29 -

Closing balance 304 275

Securities premium account

Balance as per the last financial statements - -

Add: Transfer pursuant to Scheme of Amalgamation (refer note 1.1) 7 -

Closing balance 7 -

Hedging reserve


Gains arising during the year 112 124


Foreign currency translation difference account


Movement during the year (209) 51

Closing balance (85) 124

Surplus in the statement of profit and loss

Balance as per the last financial statements 25,689 20,737

Add: Transfer pursuant to scheme of Amalgamation (refer note 1.1) 1,318 -

Add: Movement during the year - 8

Less: Adjustment pursuant to Buyback of shares (6,464) -

Less: Transfer to Capital Redemption Reserve (29) -

Less: Adjustment pursuant to Scheme of Amalgamation (refer note 1.1) (2) -


Net surplus in the statement of profit and loss 25,944 25,689

Total reserves and surplus 26,676 26,482

5. Long-term borrowings

Non-current portion Current maturities 31 March 2015 31 March 2014 31 March 2015 31 March 2014

Rs. in millions Rs. in millions Rs. in millions Rs. in millions

Finance lease obligation (secured) 60 40 24 27

Amount disclosed under the head “other current liabilities” (refer note 9) - - (24) (27)

Net amount 60 40 - -

Lease obligations relate to vehicles and other equipment’s purchased under a financing arrangement. The loans are repayable over three to five years along with interest at 9.75% to 16% p.a.


42

6. Other long-term liabilities


Deferred rent 102 65

102 65

7. Provisions

Long-term Short-term 31 March 2015 31 March 2014 31 March 2015 31 March 2014


Provision for employee benefits

Provision for leave benefits 273 309 166 231

Provision for gratuity (refer note 31) 83 - 4 5

Provision for pension (refer note 31) 2 1 - -

Others

Provision for interest on tax 81 102 - -

Provision for tax (net of advance tax) 456 1,273 306 180

Provision for volume discount - - 265 446

Provision for warranty - - 5 8

895 1,685 746 870

8. Short-term borrowings


Pre-shipment credit in foreign currency from banks (unsecured) 3,250 3,114

3,250 3,114

The Company has entered into the arrangement with three banks for availing the unsecured facility at an annual interest rate within a range of LIBOR plus 35 to 50 basis points. The credit facility is renewable every six months.

9. Other current liabilities


Trade payables (refer note 36) 1,710 3,725

Other current liabilities

Current maturities of finance lease obligation (refer note 5) 24 27

Capital creditors 592 135

Advance from customers 14 24

Deferred rent 2 10

Unclaimed dividend 2 3

Statutory liabilities 333 384

Deferred revenue 8 52

975 635

2,685 4,360


43

10. Tangible Assets (Rs. in millions)

Land Land Building Computers Office Furniture & Leasehold Vehicles Total

(Freehold) (Leasehold) (refer note a) Equipment Fixtures Improve- (refer note c)

(refer note b) ments

Cost or valuation

At 1 April 2013 219 1,224 4,853 3,430 2,865 1,888 358 113 14,950

Other Adjustments - - - - (895) 895 - - -

Additions - 7 14 551 239 141 26 50 1,028

Disposals - 21 - 83 63 43 56 28 294

At 31 March 2014 219 1,210 4,867 3,898 2,146 2,881 328 135 15,684

Additions on merger (refer note 1.1) - - 18 71 39 39 46 - 213

Additions - - 2,482 646 1,274 1,187 67 69 5,725

Disposals - - - 244 37 97 - 40 418

At 31 March 2015 219 1,210 7,367 4,371 3,422 4,010 441 164 21,204

Depreciation

At 1 April 2013 - 58 815 2,987 2,347 1,470 262 60 7,999


Charge for the year - 15 130 362 210 218 35 29 999

Disposals - 2 - 73 57 40 51 24 247

At 31 March 2014 - 71 945 3,276 1,680 2,468 246 65 8,751

Additions on merger (refer note 1.1) - - 4 70 39 39 45 - 197

Charge for the year - 10 164 434 287 276 30 33 1,234

Disposals - - - 243 39 97 - 23 402

At 31 March 2015 - 81 1,113 3,537 1,967 2,686 321 75 9,780

Net block

At 31 March 2014 219 1,139 3,922 622 466 413 82 70 6,933

At 31 March 2015 219 1,129 6,254 834 1,455 1,324 120 89 11,424

Notes :

a. Buildings include those constructed on lease hold land: Gross block Rs.5,114 (31 March 2014 - Rs.2,896) Depreciation charge for the year Rs.95 (31 March 2014 - Rs.73) Accumulated depreciation Rs.575 (31 March 2014 - Rs.480) Net book value Rs.4,539 (31 March 2014 - Rs.2,416)

b. Furniture & Fixtures include assets taken on finance lease: Gross block Rs.13 (31 March 2014 - Rs.13) Depreciation charge for the year Rs.2 (31 March 2014 - Rs.3) Accumulated depreciation Rs.12 (31 March 2014 - Rs.10) Net book value Rs.1 (31 March 2014 - Rs.3)

c. Vehicles include vehicles taken on finance lease: Gross block Rs.134 (31 March 2014 - Rs.107) Depreciation charge for the year Rs.26 (31 March 2014 - Rs.11) Accumulated depreciation Rs.58 (31 March 2014 - Rs.51) Net book value Rs.76 (31 March 2014 - Rs.56)

d. Building includes assets held for sale amounting to Gross block Rs 18 million (Net block Rs 14 million ) as part of fixed assets.


44

11. Intangible Assets (Rs. in millions)

Goodwill Computer Software Total

Gross Block

At 1 April 2013 106 2,400 2,506

Purchase - 121 121

Disposals - 11 11

At 31 March 2014 106 2,510 2,616

Additions on merger (refer note 1.1) 41 41

Purchase - 75 75

Disposals - 17 17

At 31 March 2015 106 2,609 2,715

Amortization

At 1 April 2013 105 2,037 2,142

Charge for the year 1 250 251

Disposals - 9 9

At 31 March 2014 106 2,278 2,384

Additions on merger (refer note 1.1) 41 41

Charge for the year - 185 185

Disposals - 13 13

At 31 March 2015 106 2,491 2,597

Net block

At 31 March 2014 - 232 232

At 31 March 2015 - 118 118

12. Non-current investments


Trade investments (valued at cost unless stated otherwise)

Unquoted equity instruments

Investment in subsidiaries

Nil (31 March 2014 - 1) equity shares of Euro 625,000 fully paid up in Mascot Systems GmbH, Germany - 31

2,857,877 (31 March 2014 - 2,857,877) equity shares of Rs.10 each fully paid up in IGATE Infrastructure Management Services Ltd 24 24

33,285 (31 March 2014 - 33,285) equity shares of Pesos 1,000 each fully paid up in IGATE Global Solutions Mexico S.A. de C.V - - (At cost less provision for diminution in value Rs.118 million (31 March 2014 : Rs.118 million))

6,150,000 (March 2014 - 6,150,000) of Euro Contribution towards Capital of IGATE Computer Systems GmbH 381 381

10,125,237 (March 2014 - 10,125,237) equity shares of 1 SGD each fully paid of IGATE Singapore Pte Ltd 342 342

26,068,788 (March 2014 - 25,808,100) equity shares of 1 pesos each fully paid of PCS Computer Systems Mexico SA de CV - - (At cost less provision for diminution in value Rs.93 million (31 March 2014 : 93 million))

747 778

Aggregate provision for diminution in value of investments 211 211


45

13. Deferred tax assets (net)


Deferred tax liability Fixed assets: Impact of difference between tax depreciation and depreciation/ amortization charged for the financial reporting 51 - Gross deferred tax liability 51 -

Deferred tax asset Net operating loss - 108 Fixed assets: Impact of difference between tax depreciation and depreciation/ amortization charged for the financial reporting - 6 Impact of expenditure charged to the statement of profit and loss in the current year but allowed for tax purposes on payment basis 125 160 Provision for doubtful debts and delivery 65 43 Others 87 122

Gross deferred tax asset 277 439

Net deferred tax asset 226 439

14. Loans and advances

Non-Current Current 31 March 2015 31 March 2014 31 March 2015 31 March 2014


Unsecured, Considered good Capital advances 327 495 - - Security deposit 428 369 118 51 Prepaid expenses 19 2 304 270 Loan and advances to related parties (note 24) 61 34 53 119 Advances to employees - - 30 33 Advances recoverable in cash or kind - 5 92 143 Other loans and advances Advance income-tax (net of provision for tax) 1,905 1,956 345 452 Balances with statutory/government authorities 1,433 1,008 5 - MAT Credit Entitlement 1,354 1,100 187 376

5,527 4,969 1,134 1,444

15. Current investments


Current investments (valued at lower of cost and fair value, unless stated otherwise)

Unquoted mutual funds

78,847 (31 March 2014– 43,193) units of Rs.1,268 each fully paid in Axis banking debt fund – direct plan – growth 100 50

Nil (31 March 2014– 195,581) units if Rs.1,422 each fully paid in Axis liquid fund direct plan growth - CFDG - 274

173,944 (31 March 2014– Nil) units of Rs.2,248 each fully paid in Reliance Liquidity Fund Cash Plan Direct Growth Plan 390 -

Nil (31 March 2014– 295,585) units of Rs.3,128 each fully paid in Reliance liquid fund-treasury plan -direct growth plan - 920

103,958 (31 March 2014– 340,414) units of Rs.1,924 each fully paid in Religare liquid fund - growth direct plan 200 600

Nil (31 March 2014– 197,178) units of Rs.1,778 each fully paid in Religare ultra short term fund - growth option - direct plan - 350

Nil (31 March 2014– 312,059) units of Rs.1,765 each fully paid in Reliance money manager fund - growth plan - 550

312,559 (31 March 2014– 120,996) units of Rs.1,569 each fully paid in Religare invesco credit opportunity fund - direct plan growth option

491 170

5,000,000 (31 March 2014– Nil) units of Rs.10 each fully paid in DSP Black Rock Ultra Short Term Fund Direct Plan Growth 50 -

Nil (31 March 2014– 31,458) units of Rs.1,836 each fully paid in DSP Black Rock liquidity fund-direct plan -growth - 56

Nil (31 March 2014– 262,666) units of Rs.1,751 each fully paid in DSP Black Rock money manager fund - direct plan - growth - 450

Nil (31 March 2014– 3,630,429) units of Rs.167 each fully paid in DWS insta cash plus fund-growth - 602


46

9,426,776 (31 March 2014– Nil) units of Rs.28 each fully paid in HDFC Liquid Fund Direct Plan Growth Option 260 -

Nil (31 March 2014– 11,469,385) units of Rs.27 each fully paid in HDFC cash management fund - savings plan-growth option direct plan

- 303

6,253,961 (31 March 2014– 9,569,452) units of Rs.24 each fully paid in HDFC floating rate income fund- short term direct plan wholesale option-growth option

150 208

Nil (31 March 2014– 20,319) units of Rs.1,279 each fully paid in HSBC cash fund growth direct plan - 25

117,684 (31 March 2014– Nil) units of Rs.1,699 each fully paid in IDFC Cash Fund -Regular Plan-Growth Direct Plan 200 -

Nil (31 March 2014– 9,364,448) units of Rs.16 each fully paid in IDFC ultra short term fund growth - 168

16,711,381 (31 March 2014– 14,891,885) units of Rs.22 each fully paid in IDFC-Money Manager Fund- treasury plan growth-direct plan

367 300

Nil (31 March 2014– 950,327) units of Rs.26 each fully paid in IDFC Super Saver Income Fund Short Term Plan Growth - 23

2,669,242 (31 March 2014– Nil) units of Rs.23 each fully paid in IDFC Super Saver Income Fund Medium Term Plan Growth Direct Plan

63 -

Nil (31 March 2014– 28,761) units of Rs.2,378 each fully paid in Kotak Liquid scheme -plan A -(growth) direct plan - 74

1,342,651 (31 March 2014– 1,246,400) units of Rs.261 each fully paid in ICICI Prudential flexible income direct plan growth 350 300

1,804,164 (31 March 2014– Nil) units of Rs.193 each fully paid in ICICI Prudential Money Market Fund - Direct Plan -Growth 348 -

Nil (31 March 2014– 4,761,179) units of Rs.11 each fully paid in ICICI Prudential intevel fund II quarterly plan C-direct plan-growth - 50

Nil (31 March 2014– 6,061,887) units of Rs.190 each fully paid in ICICI Prudential liquid direct plan growth - 1,148

Nil (31 March 2014– 19,431,512) units of Rs.13 each fully paid in ICICI Prudential ultra short term direct plan growth - 250

370,890 (31 March 2014– Nil) units of Rs.270 each fully paid in Birla Sun Life Savings Fund-Growth - Direct plan 100 -

Nil (31 March 2014– 6,926,353) units of Rs.206 each fully paid in BSL cash plus - 1,423

891,950 (31 March 2014– Nil) units of Rs.224 each fully paid in Birla Sun Life Cash Plus - Growth Direct Plan 200 -

76,293 (31 March 2014– Nil) units of Rs.262 each fully paid in Birla Sun Life Savings Fund-Growth - Direct Plan 20 -

Nil (31 March 2014– 238,904) units of Rs.1,558 each fully paid in IDFC cash fund -growth- direct - 371

145,301 (31 March 2014– Nil) units of Rs.2,204 each fully paid in Tata Money Market Fund Direct Plan Growth 320 -

3,609 8,665

Aggregate amount of unquoted investments (Market value: Rs. 3,639 million (31 March 2014: Rs. 8,721 million)) 3,609 8,665

16. Trade receivables


Outstanding for a period exceeding six months from the date they are due for payment

Unsecured, considered good 15 8

Unsecured, considered doubtful 170 118

Provision for doubtful receivables (170) (118)

(A) 15 8

Other receivables

Unsecured, considered good 6,425 7,231



(B) 6,425 7,231

Total (A+B) 6,440 7,239


15. Current investments (contd.)


47

17. Other assets



Unsecured, considered good

Unbilled revenues - - 451 1,056

Gratuity receivable (refer note 31) - 2 - -

Foreign currency hedging impact - - 532 399

Non-current bank balances (refer note 18) 2 - - -

2 2 983 1,455

18. Cash and bank balances



Cash and cash equivalents Balances with banks: On current accounts - - 1,609 2,198 On unpaid dividend account - - 2 3 Cash on hand (including cash in transit of 220 million (31 March 2014: Nil)) - - 220 - Other bank balances Margin money deposit - - - Deposits with original maturity for more than 3 months but less than 12 months - - 12 10 Deposits with original maturity for more 12 months 2 - - - Amount disclosed under non-current assets (refer note 17) (2) - - - - - 1,843 2,211

19. Other income


Interest income on bank deposits 2 5

Interest income on others 59 129

Net gain on sale of non-current investments 158 58

Net gain on sale of current investments 474 1,088

Liabilities no longer required written back 9 3

Profit on sale of fixed assets, net 17 123

Exchange differences (net) 1,071 -

Recovery of bad debts 7 16

Provision no longer required written back 25 -

Miscellaneous income 31 87

1,853 1,509

20. Employee benefit expense


Salaries, wages and bonus (including reversal of prior period Rs.20 million during the year) 17,798 16,839

Employee stock compensation expense (refer note 25) 485 561

Pension and gratuity expense (refer note 31) 167 49

Contribution to provident and other fund 841 802

Staff welfare expenses 147 172

Other employee benefits 172 267

19,610 18,690


48

21. Other expenses 31 March 2015 31 March 2014 Rs. in millions Rs. in millions

Sub-contracting expenses 2,648 3,979 Power 561 512 Rent 670 532 Rates and taxes [including prior period of Rs 19 million (Rs.28 million during the previous year)] 286 99 Insurance 57 66 Repairs and maintenance Building 379 266 Computers 462 360 Others 224 271 Advertisement and sales promotion 115 70 Merger and reorganization expenses (including prior period Rs.30 million during the previous year) 3 120 Travel and conveyance (including reversal of prior period Rs.225 million during the previous year) 1,020 1,044 Communication costs 238 237 Recruitment and training 144 129 Legal and professional fees 256 295 Outside consultancy charges 557 627 CSR expenditure (refer note below) 36 - Payment to auditor (refer note below) 10 7 Exchange differences (net) - 311 Provision for diminution in value of investment in subsidiary - 93 Bad debts written off 62 13 Miscellaneous expenses 139 130 7,867 9,161

Payment to auditor 31 March 2015 31 March 2014 Rs. in millions Rs. in millions

As auditor: Audit fee 5 3 Tax audit fee 1 1 In other capacity: Other services 4 3 10 7 Expenditure on corporate social responsibility(CSR) activities Consequent to requirement of section 135 and schedule VII of the companies Act, 2013, the Company is required to contribute 2% of

its average net profits during the immediately three preceding financial years in pursuance of its corporate social responsibility policy. The Company has constituted CSR committee in accordance with provision of the Companies Act, 2013. The focus CSR

activities of the Company comprise promotion of education.a) The gross amount to be spent on Corporate Social Responsibility activities during the year was Rs. 91 million.

b) Amount spent during the year on: Particulars In cash Total On purpose other than construction/acquisition of any assets 36 36

22. Depreciation and amortization 31 March 2015 31 March 2014 Rs. in millions Rs. in millions

Depreciation of tangible assets 1,234 999 Amortization of intangible assets 185 251 1,419 1,250

23. Finance costs 31 March 2015 31 March 2014 Rs. in millions Rs. in millions

Finance charges on leases 11 9 Interest on others 11 - Interest on loans 28 47 Interest on tax 27 85 Bank charges 11 15

88 156


49

24. Related party disclosures

Names of related parties and related party relationship

Related party where control exists

Ultimate Holding Company

IGATE Corporation

Holding Company

PAN-Asia IGATE Solutions

Subsidiary Companies

Patni Computer Systems GmbHIGATE Infrastructure Management Services Limited.IGATE Global Solutions Mexico, S.A. de C.V.PCS Computer Systems Mexico, S.A. de C.V.Patni Computer Systems (Suzhou) Co. LtdIGATE Computer Systems Japan Inc.IGATE Singapore Pte LtdMascot Systems GmbH

Other related parties (enterprise controlled by key management personnel)Mastech Holdings Inc.Pangea3 LLC

Key Management PersonnelAshok Vemuri (Resigned on October 6, 2015)Sujit SircarMukund SrinathAshok Trivedi (Resigned on July 1, 2015)Sunil Wadhwani (Resigned on July 1, 2015)Nagesh Kumar M

Related parties with whom transactions have taken place during the year

IGATE Corporation Ultimate Holding CompanyMascot Systems GmbH Subsidiary CompanyIGATE Infrastructure Management Services Limited Subsidiary CompanyIGATE Global Solutions Mexico, S.A. de C.V. Subsidiary CompanyIGATE Computer Systems (UK) Limited Associate CompanyPatni Computer Systems (Suzhou) Co Ltd Subsidiary CompanyIGATE (Singapore) Pte Ltd. Subsidiary CompanyIGATE Information Services (UK) Limited Associate CompanyIGATE Technologies Inc. Associate CompanyIGATE Technologies Canada Inc., Associate CompanyPatni Computer Systems GmbH Subsidiary CompanyIGATE Technologies Luxembourg S.á r.l. Associate CompanyPAN-Asia IGATE Solutions Holding Company

Related party transactions


a) Revenues from operations

IGATE Technologies Inc., 15,296 11,580

IGATE Computer Systems (UK) Limited 2,784 1,883

IGATE Technologies Canada Inc., 2,537 2,583

Others 441 407

b) Expense incurred by Company on behalf of

IGATE Technologies Inc., 289 250

IGATE Computer Systems (UK) Limited 62 28

Others 76 42


50



c) Expenses cross charged


IGATE Corporation 485 475


IGATE Technologies Inc., Canada 328 263

Others 205 268

d) Loans given/(repaid) during the year

IGATE Infrastructure Management Services Limited 26 24

e) Investment sold during the year

Patni Computer Systems GmbH 189 -

PAN-Asia IGATE Solutions - 1,098

f) Shares repurchased

PAN-Asia IGATE Solutions 6,473 -

g) Share capital pending allotment

IGATE Technologies Inc., 6 -

h) Remuneration

Key Management Personnel 47 48

i) ESOP Cost


Note: The remuneration to the key managerial personnel does not include the provisions made for gratuity and leave benefits, as they are determined on an actuarial basis for the Company as a whole.

Balances outstanding


a) Trade receivables



IGATE Technologies Canada Inc., 564 274

Others 290 465

b) Short term loans and advances




Others 3 7

c) Other liabilities


IGATE Corporation 54 1,020



Others 50 280

d) Loan Given

IGATE Infrastructure Management Services Limited 61 34

51


f) Other transactions

On March 31, 2015, the Company entered into a share purchase agreement with its subsidiary company, Patni Computer Systems Germany GmbH (“Patni GmbH”) to transfer all the shares of Mascot Systems GmbH to Patni GmbH for a total consideration of Rs.189 million. The Company has earned profit of Rs. 158 million on sale of the subsidiary which is disclosed in Net gain on sale of investments.

On January 29, 2014, the Company entered into a share purchase agreement with its holding company, PAN-Asia IGATE Solutions (“PAN-Asia”) to transfer all the shares of IGATE Computer Systems (UK) Limited (f/k/a Patni Computer Systems (UK) Limited.) to PAN-Asia for a total consideration of Rs.1,098 million. The Company has earned profit of Rs. 58 million on sale of the subsidiary which is disclosed in Net gain on sale of investments.

During the previous year, the Company has paid Rs.8 million towards corporate membership to clubs for key management personnel.

25. Employee stock compensation plans

“Certain employees of the Company are entitled to share-based compensation plans of IGATE Corporation (the ultimate Holding company). The Institute of Chartered Accountants of India has issued a Guidance Note on Accounting for Employee Share-based Payments, which is applicable to employee share-based payment plans, the grant date in respect of which falls on or after April 1, 2005. The management is of the opinion that the schemes of the ultimate holding company is managed and administered by the ultimate holding company for its own benefit and do not have any settlement obligations on the Company. Further, the aforesaid schemes pertain to shares of the ultimate holding company and the impact of compensation benefits in respect of such schemes is assessed and accounted for in the books of the ultimate holding company. Accordingly, the Company is of the opinion that the same is in compliance with the said Guidance Note.

During the year, the Company has been cross charged Rs. 485 million (31 March 2014: Rs. 561 million) by the ultimate holding company as stock compensation expense towards the cost incurred by the ultimate holding company for providing stock options to some of its employees. The Company recognizes the intra group cost when it is actually levied or paid. The stock compensation expense has been recorded in the statement of profit and loss under employee benefit expense. “

26. Leases

Finance lease: Company as lessee

The Company has acquired motor vehicles under finance leases, for which the future minimum lease payments under finance lease are as follows:


Total minimum lease payments at the year end 105 81 Less: amount representing finance charges 21 14 Present value of minimum lease payments (rate of interest: 9.75% to 16% p.a.) 84 67

Minimum lease payments: Within one year [Present value of Rs 24 million (31 March 2014 Rs 27 million)] 36 35 After one year but not more than five years [Present value of Rs 60 million (31 March 2014 Rs 40 million)] 69 46

105 81

Operating lease: Company as lessee

The Company has operating leases for its office premises, guest houses, and vehicles. The lease arrangements for premises and guest houses have been entered up to a maximum of 10 years from date of inception. Some of these arrangements have price escalation clauses generally ranging from 5% to 15%. These leases are generally further renewable by mutual agreement. There are no restrictions imposed by lease arrangement. Vehicles taken on operating lease has been entered up to a maximum of 3 years from date of inception.

Future minimum lease rentals payable under non-cancellable operating leases are as follows:


Within one year 541 454

After one year but not more than five years 1,519 1,384

More than five years 264 352

2,324 2,190

52


27. Earnings Per Share (EPS)

The following reflects the profit and share data used in the basic and diluted EPS computations:


Net profit/(loss) for calculation of basic EPS 5,432 4,944

Weighted average number of equity shares in calculating basic and diluted EPS 28,166,828 29,433,347

Basic and diluted earnings per share (Rs) 192.85 167.97

No. of shares No. of shares

Weighted average number of equity shares in calculating basic EPS

Weighted average number of equity shares 28,166,828 29,433,347

Weighted average number of equity shares in calculating diluted EPS 28,166,828 2,94,33,347

As per para 18 of (AS) 20, Earnings per share issued by ICAI, equity shares issued as part of the consideration for the amalgamation has been considered in the calculation of the weighted average number of shares from the beginning of the reporting period 1 April 2014. Accordingly 566,758 shares issued to the erstwhile shareholders of IISPL in pursuant to the scheme of merger with IGATE Global Solutions Limited are also included in the above weighted average number of equity shares in calculating basic and diluted EPS from the beginning of the previous year.

28. Derivative instruments and unhedged foreign currency exposure

Derivatives outstanding as at the balance sheet date including the hedge of expected future revenue

Forward contracts outstanding at the balance sheet date

31 March 2015 31 March 2014 Sell Covers Amount in millions Rs. in millions Amount in millions Rs. in millions

(respective Currency) (respective Currency)

USD/INR 200 12,519 105 6,299

CAD/INR 29 1,420 15 822

CAD/USD 4 171 3 163

AUD/INR 1 38 - -

CHF/INR 12 782 - -

CHF/USD 2 109 - -

EUR/INR 1 27 - -

GBP/INR 19 1,714 14 1,379

GBP/USD 1 46 - -

JPY/INR 368 192 - -

JPY/USD 250 130 - -

887 17,148 137 8,663

31 March 2015 31 March 2014 Options Amount in millions Rs. in millions Amount in millions Rs. in millions


Range forward

USD/INR - - 26 1,557

- - 26 1,557

53


Unhedged foreign currency exposures as on 31 March 2015 In millions

ParticularsCash and cash

equivalentsTrade

receivablesLoans and advances

Other assets

Trade Payables

Short term borrowings

Other liabilities

Provisions

USD 5 72 2 - 4 52 - 4

EUR 3 4 - - 2 - - -

JPY 116 955 20 37 126 - 64 68

GBP - 13 - - 4 - - -

CAD 9 15 2 1 4 - - 3

AUD 3 2 1 - 2 - - -

MYR 4 1 1 1 - - - -

CHF 4 4 1 1 2 - 1 2

SEK 7 25 - - 3 - 2 1

CNY - 1 - - - - - -

DKK - 3 - - 3 - - -

MXN - 3 - - - - - -

AED 1 - - - 1 - - -

ZAR 2 1 - - 1 - - -

HUF - - - - 67 - - -



equivalentsTrade


Other assets

Trade Payables


Other liabilities

Provisions

USD 17 72 - 1 11 52 4 11

EUR 2 10 - - 4 - - -

SGD - 2 - - 1 - - -

JPY 191 173 25 63 220 - 95 105

GBP 1 1 - 1 1 - - -

CAD 7 8 4 3 2 - 2 -

AUD 1 3 - 1 1 - 1 1

MYR 3 1 1 1 - - - -

CHF 3 4 2 1 2 - 1 1

SEK 4 - - 3 3 - 1 1

CNY - - - - 5 - - -

DKK - 3 - - - - - -

MXN - 13 1 - 1 - - -

29. Contingent liabilities

As of March 31, 2015, guarantees issued by banks on behalf of the Company, to customs authorities, customers and vendors for capital procurements amounted to Rs. 233 million (31 March 2014 - Rs 218 million).

30. Capital commitments

Estimated amount of contracts remaining to be executed on capital account (net of advances) and not provided for Rs.1,421 million (31 March 2014 - Rs 2,132 million).

31. Employee benefit plans

(i) Gratuity benefits

The Company has a defined benefit gratuity plan. Every eligible employee gets gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded.

The following table summarizes the components of net benefit expense recognized in the statement of profit and loss and the funded status and amounts recognized in the balance sheet for the respective plans.

54


Statement of profit and loss

Net employee benefit expense recognized in the employee cost 31 March 2015 31 March 2014 Rs. in millions Rs. in millions

Current service cost 158 141

Interest cost on benefit obligation 77 68

Expected return on plan assets (55) (54)

Net actuarial gain recognized (13) (100)

Net benefit expense 167 55

Actual return on plan assets 97 46

Balance Sheet

Benefit asset/liability 31 March 2015 31 March 2014 Rs. in millions Rs. in millions

Present value of defined benefit obligation (967) (803)

Fair value of plan assets 880 800

Plan asset/(liability) (87) (3)

Changes in the present value of the defined benefit obligation are as follows: 31 March 2015 31 March 2014 Rs. in millions Rs. in millions

Opening defined benefit obligation 803 797

On account of merger 20 -


Interest cost 77 68

Benefits paid (120) (95)

Actuarial (gain)/loss 29 (108)

Closing defined benefit obligation 967 803

Changes in the fair value of plan assets are as follows: 31 March 2015 31 March 2014 Rs. in millions Rs. in millions

Opening fair value of plan assets 800 774

Contributions by employer 101 75

Expected return 55 54

Actuarial gain/(losses) 43 (8)


Closing fair value of plan assets 880 800

The Company expects to contribute 144 million to gratuity in next one year (31 March 2014; 140 million)

The major categories of plan assets as a percentage of the fair value of total plan assets are as follows:

31 March 2015 31 March 2014

Investments with the Insurer/Trust 100% 100%

The principal assumptions used in determining gratuity are shown below:

Increase in compensation cost 6% - 10% 6% - 10%

Employee turnover 12% - 23% 13% - 26%

Discount rate 7.95% 8.75%

Expected rate of return on plan assets 7.50% 7.50%

The estimates of future salary increase, consideration in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market. The expected rate of return on plan assets is based on the long term yield on government bonds.

55


Amounts for the current and previous four period are as follows

31-March-11 31-March-12 31-March-13 31-March-14 31-March-15

Defined benefit obligation 142 181 792 797 967

Plan Assets 122 169 694 749 879

Surplus/(Deficit) (20) (13) (10) (48) (86)

Exp Adj on Plan Liabilities - - 586 (57) (17)

Exp Adj on Plan Assets - - 364 (8) 42

(ii) Pension benefits

One of the founder director of erstwhile IGATE Computer Systems Limited is entitled to receive pension benefits upon retirement or on termination from employment at the rate of 50% of his last drawn monthly salary. The payment of pension will start when he reaches the age of 65. The Company has invested in a plan with Life Insurance Corporation of India which will mature at the time the founder director will reach the age of 65. Since the Company is obligated to fund the shortfall, if any, between annuity payable and the value of plan asset, the pension liability is actuarially valued at each balance sheet date.


Statement of profit and loss Net employee benefit expense recognized in the employee cost




Net benefit expense - (6)


Balance Sheet Benefit asset/liability





Changes in the present value of the defined benefit obligation are as follows: 31 March 2015 31 March 2014 Rs. in millions Rs. in millions


Interest cost 4 4


Changes in the fair value of plan assets are as follows: 31 March 2015 31 March 2014 Rs. in millions Rs. in millions


Expected return on plan assets 4 10



31 March 2015 31 March 2014


The principal assumptions used in determining pension are shown below:

Discount rate (p.a) 7.00% 7.00%


56




Plan Assets - 55 58 62 66

Surplus/(Deficit) (54) - (1) (1) (2)

Exp Adj on Plan Liabilities (7) - - - -

Exp Adj on Plan Assets - 2 - - -

32. Segment information

The Company’s operations predominantly relate to providing Information Technology (‘IT’) services and IT Enabled services, delivered to customers globally across the geographies, the work being performed onsite and offshore. The Company considers all of these services to be relating to one segment i.e. IT enabled services. Accordingly, the board of directors and Chief Executive Officer of the Company review the performance of the Company as one primary segment as IT and IT- enabled operations solutions and services. Secondary segmental reporting is performed on the basis of the geographical segmentation since Company operates in various countries. The Company has assessed and concluded in that it operates in a single operating segment of IT and IT-enabled operations solutions and services considering similar risk and return for various types of services provided by the Company.

The Company’s geographic segmentation is based on location of customers and comprises India and Rest of the world. Revenue in relation to geographic segments is categorised based on the location of the specific customer entity for which services are performed irrespective of the customer entity that is billed for the services and whether the services are delivered onsite or offshore. Categorisation of customer related assets in relation to geographic segments is based on the location of the specific customer entity which is billed for the services.

Significant portions of assets other than customer related assets are located in India . The majority of additions to fixed assets are in India.

Geographic segments


Segment Revenue

India 778 769

Rest of the world 32,724 33,478

33,502 34,247

Segment Assets

India 363 281


Unallocated 27,795 28,616

34,686 36,911

Fixed assets (including intangible assets) and current assets (other than debtors and unbilled revenue) have not been identified to any reportable segments as they are used interchangeably between segments. The Company believes that it is currently not practicable to provide segment information relating to total liabilities.

57

33. Earnings in foreign currency (accrual basis)



Other Income 161 149

Total 33,157 33,912

34. Value of imports calculated on CIF basis


Capital goods 764 587

Software consumables 6 2

770 589

35. Expenditure in foreign currency (accrual basis)


Employee benefit expense 2,220 4,284

Other Expenses

Sub-contracting expenses 2,705 3,953

Power 2 2

Rent 60 80

Rates and taxes 23 16

Insurance 9 12

Repairs and maintenance 106 123

Advertisement and sales promotion 29 18

Travel and conveyance 116 313

Communication costs 59 93

Recruitment and training 21 23

Legal and professional fees 95 72

Outside consultancy charges 442 490

Provisions for warranty cost - 3

Miscellaneous expenses 20 41

Finance costs 4 6

Total 5,911 9,529

36. Details of dues to micro and small enterprises as defined under the MSMED Act, 2006

Based on information available with the Company, there are no suppliers who are registered as micro, small or medium enterprises under “The Micro, Small and Medium Enterprises Development Act, 2006” as at 31 March 2015 and 31 March 2014.

37. Transfer Pricing

The Company has a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under section 92-99F of the Income Tax Act, 1961. The Company has relied on independently researched Transfer Pricing Study to determine that the international transactions are at arm’s length and hence believes that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.


58

38. Subsequent events

On July 1st 2015 Cap Gemini S.A (“SA”), Capgemini North America, Inc. (“NA” and, together with SA, “Parent company”) and Laporte Merger Sub, Inc., a wholly owned subsidiary of NA (“Merger Sub”) acquired the Ultimate Parent Company ‘IGATE Corporation’ .Merger Sub will merge with and into the Ultimate Parent Company (the “Merger”), whereupon the separate existence of Merger Sub will cease and the Ultimate Parent Company will be the surviving corporation and a wholly owned subsidiary of NA. In connection with the Merger (“Effective Time”), each outstanding share of Ultimate Parent Company common stock (other than shares owned by the Company as treasury stock or by Parent or Merger Sub) will be converted into the right to receive $48 in cash.

39. Previous year figures

Previous year figures have been regrouped / reclassified, where necessary, to confirm to this year’s classification.






59

INDEPENDENT AUDITOR’S REPORTTo the Members of IGATE Global Solutions Limited

We have audited the accompanying consolidated financial statements of IGATE Global Solutions Company Limited (hereinafter referred to as “the Holding Company”) and its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”) comprising of the consolidated Balance Sheet as at March 31, 2015, the consolidated Statement of Profit and Loss and consolidated Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as ‘the consolidated financial statements’).

Management’s Responsibility for the Consolidated Financial Statements

The Holding Company’s Board of Directors is responsible for the preparation of these consolidated financial statements in terms with the requirement of the Companies Act, 2013 (“the Act”) that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group in accordance with accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company’s preparation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Holding Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Holding Company’s Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in paragraph (a) of the Other Matters below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the consolidated state of affairs of the Group as at March 31, 2015, their consolidated profit/loss, and their consolidated cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, based on the comments in the auditor’s report of the Holding company and its subsidiaries incorporated in India, to whom the Order applies, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by section 143 (3) of the Act, we report, to the extent applicable, that:

(a) We / the other auditors whose reports we have relied upon have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the aforesaid consolidated financial statements;

(b) In our opinion proper books of account as required by law relating to preparation of the aforesaid consolidation of the financial statements have been kept so far as it appears from our examination of those books and reports of the other auditors;

(c) The consolidated Balance Sheet, consolidated Statement of Profit and Loss, and consolidated Cash Flow Statement dealt with by this Report are in agreement with the books of account maintained for the purpose of preparation of the consolidated financial statements;

(d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

Consolidated Financial Statement - Indian GAAP

60

Annexure 1 to the Auditors’ ReportAnnexure referred to in paragraph 1 of the section on “Report on other legal and regulatory requirements” of our report of even date

The Group, comprising IGATE Global Solutions Limited (‘Holding Company’) and its subsidiary (IGATE Infrastructure Management Services Limited) incorporated in India and to whom the provisions of the Order apply (referred to as “the Covered entity” in this report)

We report that:

(i) (a) The Holding Company and the Covered entity of the Group have maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) All fixed assets have not been physically verified by the management of the Holding Company and subsidiary during the year but there is a regular programme of verification which, in our opinion is reasonable having regard to the size of the of the Holding Company and the Covered entity of the Group and the nature of its assets. No material discrepancies were noticed on such verification.

(ii) (a) The business of the Holding Company and the Covered entity of the Group does not involve inventories and, accordingly, the requirements under paragraph 4(ii) of the Order are not applicable to the Holding Company and the Covered entity of the Group.

(iii) (a) The Company has granted loans to one of its subsidiary covered in the register maintained under section 189 of the Companies Act, 2013. In respect of loans granted, repayment of the principal amount is as stipulated. The payment of interest is not yet due.

(b) There is no overdue amount of loans granted by the Holding Company and the covered entity of the Group to companies, firms or other parties listed in the register maintained under section 189 of the Companies Act, 2013.

(iv) In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of the Holding Company and the covered entity of the Group and the nature of its businesses, for purchase of fixed assets and for the sale of services, to the extent applicable to the nature of the business of the covered

(e) On the basis of the written representations received from the directors of the Holding Company as on March 31, 2015 taken on record by the Board of Directors of the Holding Company and the reports of the auditors who are appointed under Section 139 of the Act and of its subsidiaries incorporated in India, none of the directors of the Group’s companies incorporated in India is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Group entities does not have any pending litigations which would impact its consolidated financial position;

ii. The Group entities did not have any material foreseeable losses in long-term contracts including derivative contracts;

iii. There has been no delay in transferring amounts required to be transferred, to the Investor Education and Protection Fund by the Holding Company and there were no amounts which were required to be transferred to the Investor Education and Protection Fund by its Subsidiaries incorporated in India.

Other Matter(a) The accompanying consolidated financial statements include total assets of Rs 1,240 million as at March 31, 2015, and total

revenues and net cash outflows of Rs 1,006 million and Rs 41 million for the year ended on that date, in respect of seven subsidiaries, which have been audited by other auditors, which financial statements, other financial information and auditor’s reports have been furnished to us by the management. Our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and our report in terms of sub-sections (3) and (11) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries, is based solely on the reports of such other auditors.

Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements above, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the financial statements and other financial information certified by the Management


per Prashant SinghalPartnerMembership Number: 93283

Place of Signature: GurgaonDate: November 16, 2015

61

entity of the Group. During the course of our audit, no major weakness was observed or continuing failure to correct any major weakness in the internal control system of the Holding Company and the Covered entity of the Group in respect of these areas.

(v) The Holding Company and the Covered entity of the Group have not accepted any deposits from the public.

(vi) To the best of our knowledge, the Holding Company and the Covered entity of the Group are not in the business of sale of any goods. Therefore, in our opinion, the provisions of clause 3(vi) of the Order are not applicable to the Holding Company and the Covered entity of the Group.

(vii) (a) Undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, value added tax, cess and other material statutory dues have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases in respect of the Holding Company and the covered entities of the Group.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees’ state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, value added tax, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable for the covered entity of the Group.

(c) According to the records of the Holding Company and the Covered entity of the Group, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, value added tax and cess on account of any dispute, are as follows:

Name of the statuteDisputed

Amount (Rs.)Amount paid under

protest (Rs.)Period to which the

amount relatesForum where dispute

is pending

Income Tax Act, 1961 5,850,158,296 1,554,554,149

AY 2006-2007, AY 2007-2008 to AY 2009-10 and AY 2010-2011

Income Tax Appellate Tribunal, Pune

Income Tax Act, 1961 25,318,682 25,318,682AY 2006-2007 and

AY 2009-10Income Tax Appellate Tribunal, Bangalore

Income Tax Act, 1961 2,770,420 - AY 2010-11Commissioner of

Income Tax, Appeals

Income Tax Act, 1961 72,174,148 27,220,707AY 2005-2006,

AY 2007-2008 and 2010-2011

Income Tax Appellate Tribunal, Hyderabad

Income Tax Act, 1961 751,530 2,189,106 AY 2006-2007Assessing Officer,

Hyderabad

(d) According to the information and explanations given to us, the amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder has been transferred to such fund within time to the extent applicable to the covered entities.

(viii) The Holding Company has no accumulated losses at the end of the financial year and has not incurred cash losses in the current and immediately preceding financial year. With respect to Covered entity of the Group, accumulated losses at the end of the financial year are less than fifty per cent of its net worth and it has incurred cash losses in the current and immediately preceding financial year.

(ix) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Covered entity of the Group have not defaulted in their repayment of dues to a financial institution, bank or debenture holders.

(x) According to the information and explanations given to us, the Holding Company and the Covered entity of the Group have not given any guarantee for loans taken by others from bank or financial institutions.

(xi) The Holding Company and the Covered entity of the Group did not have any term loans outstanding during the year.

(xii) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the consolidated financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Holding Company and the Covered entity of the Group have been noticed or reported during the year.


per Prashant SinghalPartnerMembership Number: 93283

Place of Signature: GurgaonDate: November 16, 2015

62

Equity and liabilitiesShareholders’ fundsShare capital 3 266 294Share capital pending allotment 3.1 6 -Stock options outstanding - 1Reserves and surplus 4 26,654 26,510

26,926 26,805

Non-current liabilitiesLong-term borrowings 5 60 40Other long-term liabilities 6 103 65Long-term provisions 7 899 1,633

1,062 1,738

Current liabilitiesShort-term borrowings 8 3,250 3,114Trade payables 9 1,732 3,761Other current liabilities 9 1,147 813Short-term provisions 7 769 910

6,898 8,598

TOTAL 34,886 37,141

Assets

Non-current assetsFixed assetsTangible assets 10 11,425 6,940Intangible assets 11 127 241Capital work-in-progress 2,633 2,544 14,185 9,725

Deferred tax assets (net) 12 226 440Loans and advances 13 5,567 4,045Other non-current assets 16 3 2

19,981 14,212

Current assetsCurrent investments 14 3,609 8,665Trade receivables 15 6,558 7,222Cash and bank balances 17 2,531 3,046Loans and advances 13 1,195 2,476Other current assets 16 1,012 1,520

14,905 22,929

TOTAL 34,886 37,141


Consolidated Balance Sheet as at 31 March 2015(Rs. in millions)

As at As at Notes 31 March 2015 31 March 2014






63

Consolidated Statement of profit and loss for the year ended 31 March 2015(Rs. in millions)

Year ended Year ended Notes 31 March 2015 31 March 2014

Income


Other income 18 1,802 1,538

Total revenue (I) 36,193 40,029

Expenses

Employee benefits expense (including reversal of prior period Rs.20 million during the year) 19 20,313 21,113

Other expenses [including prior period of Rs 21 million (Rs.166 million reversal during the previous year)] 20 7,967 9,957

Depreciation and amortization expense 21 1,421 1,291

Finance costs 22 91 161

Total (II) 29,792 32,522

Profit before tax (I) - (II) 6,401 7,507

Profit from continuing operations before tax 6,401 6,826

Tax expenses

Current tax


Adjustment of tax relating to earlier periods (702) (462)

Deferred tax 131 54

Total tax expense 908 1,612


Profit from discontinued operations before tax 26 - 681

Tax expenses of discontinued operations

Current tax - (16)

Total tax expense - (16)

Profit after tax from discontinued operations - 697

Earnings per equity share[nominal value of share of Rs 10 27

(31 March 2014: Rs 10)]

Basic & Diluted

Computed on the basis of profit for the year 195.02 200.83

Computed on the basis of profit from continuing operations 195.02 177.15







64

Consolidated Cash flow statement for the year ended 31 March 2015(Rs. in millions)


Cash flows from operating activities

Profit before tax from continuing operations 6,401 6,826

Profit before tax from discontinued operations - 681

Adjustment to reconcile profit before tax to net cash flows

Depreciation and amortization on continuing operations 1,421 1,273

Depreciation and amortization on discontinued operations - 18

Bad debts written off, including provision 55 (1)

Profit on sale of fixed assets, net (14) (120)

Net gain on sale of current and non current investments (474) (1,146)

Liabilities no longer required write back (9) -

Provisions no longer required write back (25) -

Unrealised foreign exchange 151 180

Interest expense 67 161

Interest income on bank deposits (2) (6)

Interest income on others (54) (47)

Deferred rent 30 35

Operating profit before working capital changes 7,547 7,854

Movements in working capital:

Decrease in trade payables (2,173) (805)

Decrease in short-term provisions (256) (65)

Decrease in other current liabilities (114) (200)

Increase/(decrease) in long-term provisions 107 (12)

Increase in other non-current liabilities - 3

Decrease in trade receivables 868 912

Decrease in short-term loans and advances 1,068 709

Increase in long-term loans and advances (1,491) (208)

Decrease in other current assets 659 441

Decrease/(increase) in other non-current assets 1 (322)

Cash generated from operations 6,215 8,307

Direct taxes paid (net of refunds) (1,202) (1,596)

Net cash flows from operating activities (A) 5,013 6,711

Cash flows from investing activities

Purchase of fixed assets, including intangible assets, CWIP and capital advances (5,199) (2,748)

Proceeds from sale of fixed assets 18 158

Purchase of non-current investments - 5

Proceeds of non- current investments - 1,098

Investments in bank deposits (having original maturity of more than twelve months) (2) -

Purchase of current investments (30,251) (43,908)

Proceeds from sale of current investments 36,731 62,223

Investment pursuant to amalgamation - (23,860)

Interest received on bank deposits 2 6

Net cash flows used in investing activities (B) 1,300 (7,026)

65

Cash flows from financing activities

Repayment of long-term borrowings - 2

Repayment of short-term borrowings (6,423) (6,098)

Proceeds from short-term borrowings 6,417 6,366

Payment towards repurchase of equity shares (6,493) -

Proceeds from issuance of share capital (ESOP) - (12)

Repayment towards capital leases (40) (51)

Interest paid (29) (67)

Net cash flows from/(used in) financing activities (C) (6,568) 140

Net decrease in cash and cash equivalents during the year (A+B+C) (255) (175)

Effect of exchange differences on cash and cash equivalents held in foreign currency (320) 145

Cash and cash equivalents at the beginning of the year 3,046 3,564

Add: Cash and Cash equivalents of subsidiaries sold during the year - (488)

Add: Cash and Cash equivalents acquired on merger 60 -

Cash and cash equivalents at the end of the year 2,531 3,046

Components of cash and cash equivalents


On current accounts 2,297 3,032

Deposits with original maturity more than 3 months but less than 12 months 12 11

On unpaid dividend account 2 3

Cash on hand (Cash in transit) 220 -

2,531 3,046


Consolidated Cash flow statement for the year ended 31 March 2015 (Contd.)(Rs. in millions)






66

1. Corporate information

IGATE Global Solutions Limited (“the Company” or “IGS”) is a public Company domiciled in India and incorporated under the provisions of the Companies Act, 1956. The Company is primarily engaged in providing Information Technology (“IT”) and IT - enabled operations offshore outsourcing solutions and services to large and medium-sized organizations using an offshore/onsite model. The Company has its branches and subsidiaries in United States, Canada, Japan, Singapore, Australia, Sweden, Switzerland, United Kingdom, Belgium, France, Finland, Germany, Mexico and Netherlands. IT services and IT-enabled operation offshore outsourcing solutions is delivered using the offshore centers located in Bangalore, Hyderabad, Chennai, Noida, Mumbai, Pune and Gandhinagar in India.

On June 16, 2014, the Company’s Board of Directors approved a proposal for the Buyback of 2,873,019 fully paid-up equity shares of face value of Rs.10 each representing 9.8% of the total number of equity shares of the Company, at a price of Rs.2,261 per equity share out of free reserves, from the existing shareholders of the Company on a proportionate basis. As a result, the Company has repurchased 2,871,871 equity shares as per the Buyback offer which was closed on 6th August 2014. For this purpose Rs.6,464 million has been utilized from free reserves. Section 69(1) of the Companies Act 2013 requires the Company to transfer from free reserves an amount equal to the face value of the shares repurchased to Capital redemption reserve which is Rs.29 million.

On January 20, 2015, the Company’s Board of Directors approved the plan to merge IGATE Information services Private Limited (IISPL) with the Company and filed a scheme of amalgamation with the High Court in Mumbai, India on January 21, 2015. On February 26, 2015, IISPL sent to its shareholders a notice convening a meeting of shareholders to approve the merger scheme (as filed with the High Court) of IISPL with IGS. The Company received High Court Order on September o4, 2015 for merger with IISPL effective April 1, 2014, being the appointed date.

1.1 Amalgamation of IGATE Information Services Private Limited with the Company

In accordance with the scheme of Amalgamation (hereinafter referred to as “the Scheme”) erstwhile IGATE Information Services Private Limited , primarily engaged in providing IT and IT enabled operations offshore outsourcing solutions and services, (hereinafter referred to as “the Amalgamating Company”) as approved by the members on March 23, 2015, and subsequently sanctioned by the Honorable High Court of Mumbai by order dated 04 September 2015, have been merged with the Company. The undertaking of the Amalgamating Company being all the properties, rights and powers including all the assets, debts, liabilities, duties and obligations have been transferred to and vested in the Company retrospectively with effect from April 1 2014. The Scheme has accordingly been given effect to in the accounts.

The amalgamation has been accounted for under the “Pooling of interest” method as prescribed by Accounting Standard (AS) 14 (Accounting for Amalgamations) issued by the Institute of Chartered Accountants of India (ICAI). Accordingly the assets, liabilities and reserves of the Amalgamating Company are recorded by the Company at their existing carrying amounts as on April 1, 2014 after making necessary adjustments to bring about the uniformity in the accounting policies followed by the two companies as specified in the Scheme.

Pursuant to the Scheme 566,758 Equity shares of Rs.10 each of the Company are to be allotted to the shareholders of the Amalgamating Company in the ratio of 27 equity share for 20 shares held in the Amalgamating Company as complete settlement for purchase consideration. For the purpose of exchange, IGS and IISPL equity shares were valued at Rs. 2,179 and Rs. 2,941 respectively. Pending allotment, an amount of Rs.6 million has been shown under Share Capital Pending Allotment as at March 31, 2015 (refer note 3.1).

In terms of the Scheme, the equity shares when issued and allotted by the Company shall rank for dividend, voting rights and in all other respects pari-passu with the existing equity shares of the Company.

As provided in the scheme of amalgamation the following adjustments are provided in the books of the Company:

a) the inter-company balances shall stand eliminated and there shall be no further outstanding balances.

b) the assets and liabilities of the amalgamating Company pursuant to the Scheme have been recorded at book values.

c) The deficit, being the difference between the value of shares issued and book value of net assets taken over after accounting for the cancellation of investments have been debited to accumulated credit balance in the statement of profit and loss.

d) The cancellation of the share capital of the amalgamating Company pursuant to scheme and utilization of the securities premium account of the transferee company as mentioned in Clause (c) above, shall be effected as an integral part of the Scheme in accordance with the provisions of Section 52 of the Companies Act, 2013.

All profits or income accruing or arising to and expenditures or losses incurred by the Amalgamating Company during the period April 1, 2014 to March 31, 2015 have also been incorporated in these accounts. During this period, the amalgamating Company carried on the existing business and activities in trust for and on behalf of the Company, accordingly all vouchers, documents, etc. for the period are in the name of the Amalgamating Company. The title deeds for all contracts, deeds, bonds, licenses, agreements, loan documents, etc., are being transferred in the name of the Company.

In terms of the scheme, all employees in service of the Amalgamating Company have become employees of the Company without any break of interruption in service. All rights , duties, powers and obligation of the Amalgamating Company in relation to Provident Fund, ESI, Gratuity Fund, Superannuation Fund, etc. have been transferred to the Company.

Notes to consolidated financial statements for the year ended 31 March 2015

67

The details of assets and liabilities taken over pursuant to scheme of amalgamation are as follows:

Rs. in millions

Fixed assets (refer note 10 ) 16

Non-current investments 1

Other non-current assets 3

Deferred tax assets 25

Long-term loans and advances 127

Current investments 951

Trade receivables 169

Cash and bank balances 60

Other current assets 1

Short-term loans and advances 60

Total assets (A) 1,413

Liabilities

Long-term provisions 20

Trade payables 37

Other current liabilities 7

Short-term provisions 20

Total Liabilities (B) 84

Reserves

Securities premium account 7

Net surplus in the statement of profit and loss (refer note 4) 1,318

Total Reserves (C) 1,325

Net Asset (A-B-C) 4

Purchase consideration 6

Excess of Purchase consideration over net assets debited to surplus in the statement of profit and loss. (refer Note 4) (2)

In view of the aforesaid amalgamation with effect from 1 April 2014, the figures for the current year are not comparable with corresponding figures of the previous year.

2. Basis of preparation

The financial statements of the Company have been prepared in accordance with the generally accepted accounting principles in India (Indian GAAP). The Company has prepared these financial statements to comply in all material respects with the accounting standards notified under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules 2014. The financial statements have been prepared on an accrual basis and under the historical cost convention except for certain financial instruments which are measured at fair values.

The accounting policies adopted in the preparation of financial statements are consistent with those of previous year.

2.1 Summary of significant accounting policies

a) Principles of consolidation

The financials statements are prepared in accordance with the principles and procedures for the preparation and presentation of consolidated financial statements as laid down under AS 21, Consolidated Financial Statements prescribed by the Companies (Accounting Standards) Rules, 2006 (as amended).

The financial statements of IGATE and the subsidiary companies have been combined on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses, after eliminating intra-group balances and intra-group transactions resulting in unrealized profits and losses.

The consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented to the extent possible, in the same manner as IGATE’s separate financial statements.

The excess of cost to IGATE of its investments in the subsidiary companies, over its proportionate share in equity of the investee company as at the date of acquisition is recognized in the consolidated financial statements as goodwill under fixed assets. The excess of value of IGATE’s equity in the subsidiary companies over the acquisition cost is recognized in the consolidated financial statements as Capital Reserve.

Notes to consolidated financial statements for the year ended 31 March 2015 (Contd.)

68

Particulars of subsidiary companies

Name of the subsidiary Country of incorporation

Date of becoming subsidiary company

Proportion of ownership

Mascot Systems GmbH Germany November 26, 2002 100%

IGATE Infrastructure Management Services Limited* India May 20, 2003 100%

IGATE Global Solutions Mexico S.A. de C.V. Mexico August 29,2008 100%

IGATE Computer Systems GmbH Germany April 01, 2012 100%

IGATE Singapore Pte Ltd. Singapore April 01, 2012 100%

IGATE Computer Systems (Suzhou) Co., Ltd. China April 01, 2012 100%

IGATE Computer Systems Japan Inc. Japan April 01, 2012 100%

PCS Computer Systems Mexico S.A. de C.V. Mexico April 01, 2012 100%

* In line with the overall corporate strategy, IGATE Infrastructure Management Services Limited (“IIMS”) has sold most of its contracts/arrangements during the current year. While these factors would normally indicate the existence of material uncertainty which may cast significant doubt on IIMS ability to continue as going concern, the management is currently evaluating potential business avenues in line with IGS overall strategy. IIMS has also received letter of comfort from IGS that they would be able to fund the operations of the IIMS. In view of the above, accompanying financial statements have been prepared under the going concern assumption and no adjustments have been made to the carrying values and classification of recorded asset amounts and to the amounts and classification of liabilities.

Summary of Net Assets and Share in Profit or loss of the group

31 March 2015

Net Assets As % of Share in As % of consolidated Profit/(loss) consolidated net assets profit/(loss)

ParentIGATE Global Solutions Limited 26,212 97.36% 5,275 96.04%SubsidiariesIndianIGATE Infrastructure Management Services Limited 27 0.10% (32) -0.58%ForeignMascot Systems GmbH 183 0.68% (6) -0.11%IGATE Global Solutions Mexico S.A. de C.V. 47 0.17% 26 0.47%PATNI Computer Systems GmbH 251 0.93% 170 3.09%IGATE Singapore Pte Ltd. 219 0.81% 63 1.15%IGATE Computer Systems (Suzhou) Co., Ltd. 87 0.32% 15 0.27%IGATE Computer Systems Japan Inc. 0 0.00% 7 0.13%PCS Computer Systems Mexico SA de CV (100) -0.37% (25) -0.46%Total 26,926 100.00% 5,493 100.00%

31 March 2014

Net Assets As % of Share in As % of consolidated Profit/(loss) consolidated net assets profit/(loss)

ParentIGATE Global Solutions Limited 26,008 97.03% 4,993 84.48%SubsidiariesIndianIGATE Infrastructure Management Services Limited 59 0.22% (30) -0.51%ForeignMascot Systems GmbH 229 0.85% 85 1.44%IGATE Global Solutions Mexico S.A. de C.V. 24 0.09% 25 0.42%PATNI Computer Systems GmbH 344 1.28% 42 0.71%IGATE Singapore Pte Ltd. 165 0.62% 67 1.13%IGATE Computer Systems (Suzhou) Co., Ltd. 69 0.26% 16 0.27%IGATE Computer Systems Japan Inc. (7) -0.03% 2 0.03%PCS Computer Systems Mexico SA de CV (86) -0.32% 11 0.19%IGATE Computer Systems (UK) Limited - 0.00% 697 11.79%IGATE Computer Systems (Dalian) Co., Ltd. - 0.00% 3 0.05%Total 26,805 100.00% 5,911 100.00%


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b) Use of estimates

The preparation of financial statements in conformity with Indian GAAP requires the management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities, at the end of the reporting period. Although these estimates are based on management’s best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods.

c) Tangible fixed assets

Fixed assets are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. The cost comprises purchase price, borrowing costs, if capitalization criteria are met and directly attributable cost of bringing the asset to its working condition for the intended use. Any trade discounts and rebates are deducted in arriving at the purchase price.

Subsequent expenditure related to an item of fixed asset is added to its book value only if it increases the future benefits from the existing asset beyond its previously assessed standard of performance. All other expenses on existing fixed assets, including day-to-day repair and maintenance expenditure and cost of replacing parts, are charged to the statement of profit and loss for the period during which such expenses are incurred.

Gains or losses arising from derecognition of fixed assets are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the statement of profit and loss when the asset is derecognized.

d) Depreciation on tangible fixed assets

Till the year ended 31 March 2014, Schedule XIV to the Companies Act, 1956, prescribed requirements concerning depreciation of fixed assets. From current year, Schedule XIV has been replaced by Schedule II to the Companies Act, 2013. The applicability of Schedule II has resulted in the following changes related to depreciation of fixed assets. Unless stated otherwise, the impact mentioned for the current year is likely to hold good for future years also.

Till the year ended 31 March 2014, depreciation rates prescribed under Schedule XIV were treated as minimum rates and the Company was not allowed to charge depreciation at lower rates even if such lower rates were justified by the estimated useful life of the asset. Schedule II to the Companies Act 2013 prescribes useful lives for fixed assets which, in many cases, are different from lives prescribed under the erstwhile Schedule XIV. However, Schedule II allows companies to use higher/ lower useful lives and residual values if such useful lives and residual values can be technically supported and justification for difference is disclosed in the financial statements.

Depreciation on fixed assets is calculated on a straight-line basis using the rates arrived at based on the useful lives estimated by the management, or those prescribed under the Schedule II to the Companies Act, 2013.The management believes that depreciation rates currently used fairly reflect its estimate of the useful lives and residual values of fixed assets, though these rates in certain cases are different from lives prescribed under Schedule II The Company has used the following useful lives to provide depreciation on its fixed assets.

Asset “Years (SLM)”

Building 25 - 40 Computers and related assets 3 - 5 Vehicles 4 - 5 Office equipments 5 Furniture and fixtures 5

Leasehold land and lease hold improvements are depreciated over the primary lease period or remaining useful life, whichever is lower, on a straight line basis.

As per Schedule II to the Companies Act 2013, Assets individually costing Rs 5,000 or less are not required to depreciate fully within 12 months from the date of purchase. However the management has decided to depreciate asset costing Rs 5,000 or less with in 12 months from the date of purchase.

e) Intangible assets

Intangible assets acquired separately are initially recognized at cost. Following initial recognition, intangible assets are carried at cost less accumulated amortization and accumulated impairment losses, if any. Intangible assets are amortized on a straight-line basis over the estimated useful economic life and are assessed for impairment whenever there is an indication that the intangible asset may be impaired.

Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the statement of profit and loss when the asset is derecognized.


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Goodwill is amortized over a period of 10 years and computer software held for use in business purpose is amortized over an estimated useful life of 3 - 5 years or the period of licenses, whichever is lower.

f) Leases

Finance leases, which effectively transfer to the Company substantially all the risks and benefits incidental to ownership of the leased item, are capitalized at the lower of the fair value and present value of the minimum lease payments at the inception of the lease term and disclosed as leased assets. Lease payments are apportioned between the finance charges and reduction of the lease liability based on the implicit rate of return. Finance charges are recognized as finance costs in the statement of profit and loss. Lease management fees, legal charges and other initial direct costs are capitalized.

A leased asset is depreciated on a straight-line basis over the useful life of the asset. However, if there is no reasonable certainty that the Company will obtain the ownership by the end of the lease term, the capitalized asset is depreciated on a straight-line basis over the shorter of the estimated useful life of the asset or the lease term.

Leases, where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item, are classified as operating leases. Operating lease payments are recognized as an expense in the statement of profit and loss on a straight-line basis over the lease term.

g) Impairment of tangible and intangible assets

The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s net selling price and its value in use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining net selling price, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used.

Impairment losses are recognized in the statement of profit and loss. After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life.

An assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the Company estimates the asset’s recoverable amount. A previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognized. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the statement of profit and loss unless the asset is carried at a revalued amount, in which case the reversal is treated as a revaluation increase.

h) Investments

Investments, which are readily realizable and intended to be held for not more than one year from the date on which such investments are made, are classified as current investments. All other investments are classified as long-term investments.

On initial recognition, all investments are measured at cost. The cost comprises purchase price and directly attributable acquisition charges such as brokerage, fees and duties. Current investments are carried in the financial statements at lower of cost and fair value determined on an individual investment basis. Long-term investments are carried at cost. However, provision for diminution in value is made to recognize a decline other than temporary in the value of the investments.

On disposal of an investment, the difference between its carrying amount and net disposal proceeds is charged or credited to the statement of profit and loss.

i) Revenue Recognition

Revenue, net of volume discounts is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognized:

Income from services

(i) Time and material contracts

Revenues from time and material services are recognized as the related services are performed.


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(ii) Fixed price, milestone based contracts

Revenue from fixed-price development contracts are recognized using the percentage-completion method, under which the contract performance is determined by relating the actual costs incurred to date to the estimated total costs for each contract. Any anticipated losses expected upon contract completion are recognized immediately. Changes in job performance, conditions and estimated profitability may result in revisions and corresponding revenues and costs are recognized in the period in which the changes are identified.

(iii) Other Contracts

Revenue from contracts with amounts to be billed on monthly basis is recognized on a straight-line basis over the term of the contract. Revenue from transaction-priced contracts is recognized on rendering of the services as per the terms of the contracts.

Revenue from export services also comprises income from development of custom software applications and other IT services rendered on the basis of agreed upon mark up on cost incurred by the Company.

Unbilled revenue represent amounts recognized as revenues for the periods presented based on services performed in accordance with the terms of contracts that will be billed in subsequent periods.

Deferred revenue represents amounts billed in excess of revenue earned for which related services are expected to be performed in subsequent periods.

Interest

Interest income is recognized on a time proportion basis taking into account the amount outstanding and the applicable interest rate. Interest income is included under the head “other income” in the statement of profit and loss.

Other income

Other income is recognized on accrual basis.

j) Foreign currency transactions and balances

i) Initial Recognition

Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction.

ii) Conversion

Foreign currency monetary items are retranslated using the exchange rate prevailing at the reporting date. Non-monetary items which are measured in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction.

iii) Exchange Differences

Exchange differences arising on the settlement of monetary items or on reporting such monetary items of Company at rates different from those at which they were initially recorded during the year, or reported in previous financial statements, are recognized as income or as expenses in the year in which they arise.

iv) Hedging of monetary assets and liabilities

The Premium or discount arising at the inception of forward exchange contracts and option is amortized as expense or income over the life on the contract. Exchange differences on such contracts are recognized in the statement of profit and loss in the year in which the exchange rates change. Any profit or loss arising on cancellation or renewal of forward exchange contract is recognized as income or expense for the year.

v) Translation of integral and non-integral foreign operation

The financial statements of an integral foreign operation are translated as if the transactions of the foreign operation have been those of the Company itself.

The assets and liabilities of a non-integral foreign operation are translated into the reporting currency at the exchange rate prevailing at the reporting date. Their statement of profit and loss are translated at exchange rates prevailing at the dates of transactions or weighted average weekly rates, where such rates approximate the exchange rate at the date of transaction. The exchange differences arising on translation are accumulated in the foreign currency translation reserve. On disposal of a non-integral foreign operation, the accumulated foreign currency translation reserve relating to that foreign operation is recognized in the statement of profit and loss.


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When there is a change in the classification of a foreign operation, the translation procedures applicable to the revised classification are applied from the date of the change in the classification.

k) Retirement and other employee benefits

Retirement benefit in the form of provident fund is a defined contribution scheme. The contributions to the provident fund are charged to the statement of profit and loss for the year when the contributions are due. The Company has no obligation, other than the contribution payable to the provident fund.

Gratuity liability is a defined benefit obligation and is provided for on the basis of an actuarial valuation on projected unit credit method made at the end of each financial year. Actuarial gains/losses are immediately taken to the statement of Profit and Loss and are not deferred.

Accumulated leave, which is expected to be utilized within the next twelve months, is treated as short-term employee benefit. The Company measures the expected cost of such absences as the additional amount that it expects to pay as a result of the unused entitlement that has accumulated at the reporting date.

The Company treats accumulated leave expected to be carried forward beyond twelve months, as long-term employee benefit for measurement purposes. Such long-term compensated absences are provided for based on the actuarial valuation using the projected unit credit method at the year-end.

l) Income taxes

Tax expense comprises of current and deferred tax. Current income tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income-tax Act, 1961 enacted in India and tax laws prevailing in the respective tax jurisdictions where the Company operates. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date.

Deferred income taxes reflect the impact of timing differences between taxable income and accounting income originating during the current year and reversal of timing differences for the earlier years. Deferred tax is measured using the tax rates and the tax laws enacted or substantively enacted at the reporting date.

Deferred tax liabilities are recognized for all taxable timing differences. Deferred tax assets are recognized for deductible timing differences only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. In situations where the Company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognized only if there is virtual certainty supported by convincing evidence that they can be realized against future taxable profits.

In the situations where the Company is entitled to a tax holiday under the Income-tax Act, 1961 enacted in India or tax laws prevailing in the respective tax jurisdictions where it operates, no deferred tax (asset or liability) is recognized in respect of timing differences which reverse during the tax holiday period, to the extent the Company’s gross total income is subject to the deduction during the tax holiday period. Deferred tax in respect of timing differences which reverse after the tax holiday period is recognized in the year in which the timing differences originate. However, the Company restricts recognition of deferred tax assets to the extent that it has become reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which such deferred tax assets can be realized. For recognition of deferred taxes, the timing differences which originate first are considered to reverse first.

At each reporting date, the Company re-assesses unrecognized deferred tax assets. It recognizes unrecognized deferred tax assets to the extent that it has become reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which such deferred tax assets can be realized.

The carrying amount of deferred tax assets are reviewed at each reporting date. The Company writes-down the carrying amount of a deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which deferred tax asset can be realized. Any such write-down is reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set-off current tax assets against current tax liabilities and the deferred tax assets and deferred taxes relate to the same taxable entity and the same taxation authority.

Minimum alternate tax (MAT) paid in a year is charged to the statement of profit and loss as current tax. The Company recognizes MAT credit available as an asset only to the extent that there is convincing evidence that the Company will pay normal income tax during the specified period, i.e., the period for which MAT credit is allowed to be carried forward. In the year in which the Company recognizes MAT credit as an asset in accordance with the Guidance Note on Accounting for Credit Available in respect of Minimum Alternative Tax under the Income-tax Act, 1961, the said asset is created by way of credit to the statement of profit and loss and shown as “MAT Credit Entitlement.” The Company reviews the “MAT credit entitlement” asset at each reporting date and writes down the asset to the extent the Company does not have convincing evidence that it will pay normal tax during the specified period.


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m) Segment reporting

Identification of segments

The Company is engaged in the business of providing Information Technology and IT Enabled services, which in the context of Accounting Standard 17, Segment Reporting, issued by the Institute of Chartered Accountants of India, is considered as the only business segment. Further, the operations of the Company are managed from independent locations based on customer, which are located in different geographical locations.

Segment accounting policies

The Company prepares its segment information in conformity with the accounting policies adopted for preparing and presenting the financial statements of the Company as a whole.

n) Earnings per share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. Partly paid equity shares are treated as a fraction of an equity share to the extent that they are entitled to participate in dividends relative to a fully paid equity share during the reporting period. The weighted average number of equity shares outstanding during the period is adjusted for events such as bonus issue, bonus element in a rights issue, share split, and reverse share split (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

o) Provisions

A provision is recognized when the Company has a present obligation as a result of past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation at the reporting date. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates.

p) Provision for warranty

Provisions for warranty-related costs are recognized when the product is sold or service provided. Provision is based on historical experience. The estimate of such warranty-related costs is revised annually.

q) Contingent Liabilities

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The Company does not recognize a contingent liability but discloses its existence in the financial statements.

r) Cash and cash equivalents

Cash and cash equivalents for the purpose of cash flow statement comprise cash at bank and in hand and short-term investments with an original maturity of three months or less.

s) Derivative instrument and hedge accounting

The Company uses derivative financial instruments (foreign currency forward and option contracts) to hedge its risks associated with foreign currency fluctuations relating to certain forecasted transactions.

The use of foreign currency forward contracts and options are governed by the Company’s policies, which provide written principles on the use of such financial derivatives consistent with the Company’s risk management strategy. The Company does not use derivative financial instruments for speculative purposes.

The derivative instruments are initially measured at fair value, and are remeasured at subsequent reporting dates in accordance with recognition and measurement principles of Accounting Standard (AS) 30, Financial Instruments : Recognition and Measurement.

Based on the recognition and measurement principles of hedge accounting set out in AS 30, changes in the fair values of derivative financial instruments designated as cash flow hedges are recognized directly in reserves/equity and are reclassified to the statement of profit and loss account upon occurrence of the hedged transaction.


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Changes in the fair value related to derivatives not designated as hedges are recognized in the statement of profit and loss.

In respect of derivative contracts which are replaced with successive new contracts up to the period in which the forecasted transactions are expected to occur (roll-over hedging), the hedge effectiveness is assessed based on changes in fair value attributable to changes in spot prices, are recorded in hedging reserve account under reserves until the hedged transactions occur and at that time are recognized in the profit and loss account. Accordingly, the changes in the fair value of the contract related to the changes in the difference between the spot price and the forward price i.e. forward premium/discount are excluded from assessment of hedge effectiveness and is recognized in the statement of profit and loss and are included in foreign exchange gain (loss).

Hedge accounting is discontinued from the last testing date when the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. Cumulative gain or loss on such hedging instrument recognized in shareholders’ funds is retained there until the forecasted transaction occurs. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognized in shareholders’ funds is transferred to the statement of profit and loss for the year.

t) Amalgamation accounting

The Company treats an amalgamation in the nature of merger if it satisfies all the following criteria:

i) All the assets and liabilities of the transferor company become, after amalgamation, the assets and liabilities of the transferee Company.

ii) Shareholders holding not less than 90% of the face value of the equity shares of the transferor company (other than the equity shares already held therein, immediately before the amalgamation, by the transferee company or its subsidiaries or their nominees) become equity shareholders of the transferee Company.

iii) The consideration for amalgamation receivable by those equity shareholders of the transferor company who agree to become shareholders of the transferee Company is discharged by the transferee Company wholly by the issue of equity shares, except that cash may be paid in respect of any fractional shares.

iv) The business of the transferor company is intended to be carried on, after the amalgamation, by the transferee Company.

v) The transferee Company does not intend to make any adjustment to the book values of the assets and liabilities of the transferor company, except to ensure uniformity of accounting policies.

u) Corporate Social Responsibility (‘CSR’)

CSR Expenditure as per provisions of Section 135 of the Companies Act, 2013, read with rules thereon, is charged to the statement of profit and loss as an expense.

3. Share capital


Authorised shares


10,800,000 (31 March 2014 - 10,800,000) compulsorily convertible preference shares (‘CCPS’) of Rs 10 each 108 108

Issued, subscribed and fully paid up shares


Total issued, subscribed and fully paid up share capital 266 294

a. Reconciliation of shares outstanding at the beginning and at the end of the reporting period

Equity shares

31 March 2015 31 March 2014 No. of shares Rs. in millions No. of shares Rs. in millions

At the beginning of the period 2,94,33,347 294.3 1,27,64,378 127.5

Issued during the period - - 1,66,68,969 166.5

Bought back during the period 28,71,871 28.7 - -

Outstanding at the end of the period 2,65,61,476 265.6 2,94,33,347 294.0


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b. Terms/right attached to equity shares

The Company has only one class of equity shares having par value of Rs 10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. Any dividends proposed by the Board of Directors is subject to the approval of the shareholders in the Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company. The distribution will be in proportion to the number of equity shares held by the shareholders.

c. Shares held by holding/ultimate holding Company and/or their subsidiaries/associates

Out of total shares issued by the Company, shares held by its holding Company, ultimate holding Company and their subsidiaries/associates are as below:


PAN-Asia IGATE Solutions, Mauritius, the holding company 13,659,959 (31 March 2014 - 16,522,959) equity shares of Rs.10 each fully paid 137 165

IGATE Inc. USA, the associate company 9,600,000 (31 March 2014 - 9,600,000) equity shares of Rs.10 each fully paid 96 96

IGATE Corporation, USA, the ultimate holding company 3,064,378 (31 March 2014 - 3,064,378) equity shares of Rs.10 each fully paid 31 31

264 292

d. Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date:

31 March 2015 31 March 2014 No. of shares No. of shares

Equity shares of Rs 10 each bought back by the Company 28,71,871 -

Equity shares of Rs 10 each issued pursuant to the scheme of amalgamation of IGATE Computer Systems Limited with the Company. 1,66,68,969 1,66,68,969

e. Details of shareholders holding more than 5% shares in the Company

31 March 2015 31 March 2014 No. of shares % holding in No. of shares % holding in

the class the class

Equity shares of Rs.10 each fully paid

PAN-Asia IGATE Solutions, Mauritius, the holding company 1,36,59,959 51.43% 1,65,22,959 56.14%

IGATE Inc. USA, the associate company 96,00,000 36.14% 96,00,000 32.62%

IGATE Corporation, USA, the ultimate holding company 30,64,378 11.54% 30,64,378 10.41%

As per the records of the Company, including its register of shareholders/members and other declaration received from shareholders regarding beneficial interest, the above shareholding represents the legal ownership of shares.

3.1. Share capital pending allotment


566,758 equity shares of Rs.10 each to be issued to the erstwhile shareholders of IGATE Information Services Private Limited in pursuant to the scheme of merger with IGATE Global Solutions Limited (refer note 1.1 ) 6 -

6 -

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4. Reserves and surplus


Capital reserve

Opening balance 1 1

Movement during the year - -

Closing balance 1 1

Building revaluation reserve


Closing balance 1 1

Capital redemption reserve


Add: Transfer pursuant to Buyback of shares 29 -


Securities premium account


Less: Disposition of subsidiary - (14)

Add: Transfer pursuant to scheme of Amalgamation 7 -

Closing balance 9 2

Hedging reserve


Movement during the year 112 124


General reserve

Balance as per the last financial statements - 4

Movement during the year - 3

Less: Disposition of subsidiary - (7)

Closing balance - -

Foreign currency translation difference account


Add: Disposition of subsidiary - 39

Movement during the year (320) 225

Closing balance (22) 298

Surplus in the statement of profit and loss

Balance as per the last financial statements 25,540 19,417

Add: Transfer pursuant to scheme of Amalgamation (refer note 1.1) 1,318 -

Add: Movement during the year - 8

Add: Disposition of subsidiary - 204

Less: Adjustment pursuant to Scheme of Amalgamation (refer note 1.1) (2) -

Less: Adjustment pursuant to Buyback of shares (6,464) -

Less: Transfer to Capital Redemption Reserve (29) -


Net surplus in the statement of profit and loss 25,856 25,540

Total reserves and surplus 26,654 26,510


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5. Long-term borrowings

Non-current portion Current maturities 31 March 2015 31 March 2014 31 March 2015 31 March 2014


Finance lease obligation (secured) 60 40 24 27 Amount disclosed under the head “other current liabilities” (refer note 9) - - (24) (27) Net amount 60 40 - -

Lease obligations relate to vehicles and other equipments purchased under a financing arrangement. The loans are repayable over three to five years along with interest at 9.75% to 16% p.a.

6. Other long-term liabilities


Deferred rent 103 65

103 65

7. Provisions

Long-term Short-term 31 March 2015 31 March 2014 31 March 2015 31 March 2014


Provision for employee benefits Provision for leave benefits 274 312 181 255 Provision for gratuity (refer note 31) 84 - 4 5 Provision for pension (refer note 31) 1 1 - -

Others Provision for interest on tax 81 - - - Provision for tax (net of advance tax) 459 1,320 308 198 Provision for volume discount - - 270 452 Provision for warranty - - 6 - 899 1,633 769 910

8. Short-term borrowings


Pre-shipment credit in foreign currency from banks (unsecured) 3,250 3,114

3,250 3,114

The Company has entered into the arrangement with three banks for availing the unsecured facility at an annual interest rate within a range of LIBOR plus 35 to 50 basis points. The credit facility is renewable every six months.

9. Other current liabilities


Trade payables (refer note 36) 1,732 3,761 Other current liabilities Current maturities of finance lease obligation (refer note 5) 24 27 Inter-corporate Loan (unsecured) 156 149 Capital creditors 592 135 Advance from customers 14 24 Deferred rent 2 10 Unclaimed dividend 2 3 Statutory liabilities 349 412 Deferred revenue 8 53

1,147 813

2,879 4,574


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10. Tangible Assets (Rs. in millions)

Land Land Building Computers Office Furniture & Leasehold Vehicles Total

(Freehold) (Leasehold) (refer note a) Equipment Fixtures Improve- (refer note c)

(refer note b) ments

Cost or valuation

At 1 April 2013 219 1,224 4,853 3,560 2,914 1,954 426 113 15,263


Additions - 7 14 596 250 155 38 50 1,110

Disposals - 21 - 87 63 56 65 28 320

Disposition of Subsidiary - - - 63 37 47 42 - 189

At 31 March 2014 219 1,210 4,867 4,006 2,169 2,901 357 135 15,864

“Additions on merger (refer note 1.1)” - - 18 71 39 39 46 - 213

Additions - - 2,483 646 1,274 1,187 65 69 5,724

Disposals - - - 286 39 97 16 40 478

Exchange Rate - - - (2) - (4) - - (6)

At 31 March 2015 219 1,210 7,368 4,435 3,443 4,026 452 164 21,318

Depreciation

At 1 April 2013 - 58 815 3,104 2,387 1,517 302 60 8,243



Disposals - 2 - 62 48 37 50 24 223

Disposition of Subsidiary - - - 36 30 42 22 - 130

At 31 March 2014 - 71 945 3,385 1,703 2,485 270 65 8,924

“Additions on merger (refer note 1.1)” - - 4 71 39 39 45 - 198


Disposals - - - 285 41 98 16 23 463

Exchange Rate - - - (5) (2) (1) 5 - (2)

At 31 March 2015 - 81 1,113 3,601 1,988 2,702 332 75 9,893

Net block

At 31 March 2014 219 1,139 3,922 621 466 416 87 70 6,940

At 31 March 2015 219 1,129 6,255 834 1,455 1,324 120 89 11,425

Notes :

a. Buildings include those constructed on lease hold land: Gross block Rs.5,114 (31 March 2014 - Rs.2,896) Depreciation charge for the year Rs.95 (31 March 2014 - Rs.73) Accumulated depreciation Rs.575 (31 March 2014 - Rs.480) Net book value Rs.4,539 (31 March 2014 - Rs.2,416)

b. Furniture & Fixtures include assets taken on finance lease: Gross block Rs.13 (31 March 2014 - Rs.13) Depreciation charge for the year Rs.2 (31 March 2014 - Rs.3) Accumulated depreciation Rs.12 (31 March 2014 - Rs.10) Net book value Rs.1 (31 March 2014 - Rs.2)

c. Vehicles include vehicles taken on finance lease: Gross block Rs.134 (31 March 2014 - Rs.107) Depreciation charge for the year Rs.26 (31 March 2014 - Rs.11) Accumulated depreciation Rs.70 (31 March 2014 - Rs.63) Net book value Rs.76 (31 March 2014 - Rs.56)

d. Building includes assets held for sale amounting to Gross block Rs 18 million (Net block Rs 14 million ) as part of fixed assets.


79

11. Intangible Assets (Rs. in millions)

Goodwill Computer Software Total

Gross Block

At 1 April 2013 443 2,407 2,850

Purchase - 121 121

Disposals - 11 11

Disposition of Subsidiary 265 9 274

At 31 March 2014 178 2,508 2,686

“Additions on merger (refer note 1.1)” - 41 41

Purchase - 73 73

Disposals - 13 13

At 31 March 2015 178 2,609 2,787

Amortization

At 1 April 2013 164 2,038 2,202

Charge for the year 5 252 257

Disposals - 9 9

Disposition of Subsidiary - 5 5

At 31 March 2014 169 2,276 2,445

“Additions on merger (refer note 1.1)” - 41 41

Charge for the year - 185 185

Disposals - 11 11

At 31 March 2015 169 2,491 2,660

Net block

At 31 March 2014 9 232 241

At 31 March 2015 9 118 127

12. Deferred tax assets (net)


Deferred tax liability

Fixed assets: Impact of difference between tax depreciation and depreciation/amortization charged for the financial reporting 51 -

Gross deferred tax liability 51 -

Deferred tax asset

Net operating loss - 109

Fixed assets: Impact of difference between tax depreciation and depreciation/amortization charged for the financial reporting - 6

Impact of expenditure charged to the statement of profit and loss in the current year but allowed for tax purposes on payment basis 125 325

Provision for doubtful debts and delivery 65 -

Others 87 -

Gross deferred tax asset 277 440

Net deferred tax asset 226 440


80

13. Loans and advances



Unsecured, Considered good

Capital advances 327 495 - -

Security deposit 431 376 118 51

Prepaid expenses 19 2 312 277

Loan and advances to related parties (note 23) - - 50 111

Advances to employees - - 34 36

Advances recoverable in cash or kind - 5 96 137

Other loans and advances

Advance income-tax (net of provision for tax) 1,988 2,040 393 478

Balances with statutory/government authorities 1,448 20 5 1,010

MAT Credit Entitlement 1,354 1,107 187 376

5,567 4,045 1,195 2,476

14. Current investments


Current investments (valued at lower of cost and fair value, unless stated otherwise)

Unquoted mutual funds

78,847 (31 March 2014– 43,193) units of Rs.1,268 each fully paid in Axis banking debt fund – direct plan – growth 100 50

Nil (31 March 2014– 195,581) units if Rs.1,422 each fully paid in Axis liquid fund direct plan growth - CFDG - 274

173,944 (31 March 2014– Nil) units of Rs.2,248 each fully paid in Reliance Liquidity Fund Cash Plan Direct Growth Plan 390 -

Nil (31 March 2014– 295,585) units of Rs.3,128 each fully paid in Reliance liquid fund-treasury plan -direct growth plan - 920

103,958 (31 March 2014– 340,414) units of Rs.1,924 each fully paid in Religare liquid fund - growth direct plan 200 600

Nil (31 March 2014– 197,178) units of Rs.1,778 each fully paid in Religare ultra short term fund - growth option - direct plan - 350

Nil (31 March 2014– 312,059) units of Rs.1,765 each fully paid in Reliance money manager fund - growth plan - 550

312,559 (31 March 2014– 120,996) units of Rs.1,569 each fully paid in Religare invesco credit opportunity fund - direct plan growth option

491 170

5,000,000 (31 March 2014– Nil) units of Rs.10 each fully paid in DSP Black Rock Ultra Short Term Fund Direct Plan Growth 50 -

Nil (31 March 2014– 31,458) units of Rs.1,836 each fully paid in DSP Black Rock liquidity fund-direct plan -growth - 56

Nil (31 March 2014– 262,666) units of Rs.1,751 each fully paid in DSP Black Rock money manager fund - direct plan - growth - 450

Nil (31 March 2014– 3,630,429) units of Rs.167 each fully paid in DWS insta cash plus fund-growth - 602

9,426,776 (31 March 2014– Nil) units of Rs.28 each fully paid in HDFC Liquid Fund Direct Plan Growth Option 260 -

Nil (31 March 2014– 11,469,385) units of Rs.27 each fully paid in HDFC cash management fund - savings plan-growth option direct plan

- 303

6,253,961 (31 March 2014– 9,569,452) units of Rs.24 each fully paid in HDFC floating rate income fund- short term direct plan wholesale option-growth option

150 208

Nil (31 March 2014– 20,319) units of Rs.1,279 each fully paid in HSBC cash fund growth direct plan - 25

117,684 (31 March 2014– Nil) units of Rs.1,699 each fully paid in IDFC Cash Fund -Regular Plan-Growth Direct Plan 200 -


81

Nil (31 March 2014– 9,364,448) units of Rs.16 each fully paid in IDFC ultra short term fund growth - 168

16,711,381 (31 March 2014– 14,891,885) units of Rs.22 each fully paid in IDFC-Money Manager Fund- treasury plan growth-direct plan

367 300

Nil (31 March 2014– 950,327) units of Rs.26 each fully paid in IDFC Super Saver Income Fund Short Term Plan Growth - 23

2,669,242 (31 March 2014– Nil) units of Rs.23 each fully paid in IDFC Super Saver Income Fund Medium Term Plan Growth Direct Plan

63 -

Nil (31 March 2014– 28,761) units of Rs.2,378 each fully paid in Kotak Liquid scheme -plan A -(growth) direct plan - 74

1,342,651 (31 March 2014– 1,246,400) units of Rs.261 each fully paid in ICICI Prudential flexible income direct plan growth 350 300

1,804,164 (31 March 2014– Nil) units of Rs.193 each fully paid in ICICI Prudential Money Market Fund - Direct Plan -Growth 348 -

Nil (31 March 2014– 4,761,179) units of Rs.11 each fully paid in ICICI Prudential intevel fund II quarterly plan C-direct plan-growth - 50

Nil (31 March 2014– 6,061,887) units of Rs.190 each fully paid in ICICI Prudential liquid direct plan growth - 1,148

Nil (31 March 2014– 19,431,512) units of Rs.13 each fully paid in ICICI Prudential ultra short term direct plan growth - 250

370,890 (31 March 2014– Nil) units of Rs.270 each fully paid in Birla Sun Life Savings Fund-Growth - Direct plan 100 -

Nil (31 March 2014– 6,926,353) units of Rs.206 each fully paid in BSL cash plus - 1,423

891,950 (31 March 2014– Nil) units of Rs.224 each fully paid in Birla Sun Life Cash Plus - Growth Direct Plan 200 -

76,293 (31 March 2014– Nil) units of Rs.262 each fully paid in Birla Sun Life Savings Fund-Growth - Direct Plan 20 -

Nil (31 March 2014– 238,904) units of Rs.1,558 each fully paid in IDFC cash fund -growth- direct - 371

145,301 (31 March 2014– Nil) units of Rs.2,204 each fully paid in Tata Money Market Fund Direct Plan Growth 320 -

3,609 8,665

Aggregate amount of unquoted investments (Market value: Rs. 3,639 million (31 March 2014: Rs. 8,721 million)) 3,609 8,665

Aggregate provision for diminution in value of investments - -

15. Trade receivables


Outstanding for a period exceeding six months from the date they are due for payment

Unsecured, considered good 15 8



(A) 15 8

Other receivables

Unsecured, considered good 6,543 7,214



(B) 6,543 7,214

Total (A+B) 6,558 7,222

14. Current investments (contd.)



82

16. Other assets



Unsecured, considered good

Unbilled revenues - - 480 1,121

Gratuity receivable (refer note 31) 1 2 - -

Foreign currency hedging impact - - 532 399

Non Current bank balances 2 - - -

3 2 1,012 1,520

17. Cash and bank balances



Cash and cash equivalents


On current accounts - - 2,297 3,032

On unpaid dividend account - - 2 3

Cash on hand (including cash in transit of Rs 220 million (31 March 2014: Nil)) - - 220 -

Other bank balances Deposits with original maturity for more than 3 months but less than 12 months - - 12 11

Deposits with original maturity for more 12 months 2 - - -

Amount disclosed under non-current assets (refer note 16) (2) - - -

- - 2,531 3,046

18. Other income


Interest income on bank deposits 2 6

Interest income others 54 130

Net gain on sale of non-current investments - 58

Net gain on sale of current investments 474 1,088

Liabilities no longer required written back 9 4

Provision no longer required written back 25 -

Profit on sale of fixed assets, net 14 120

Exchange differences (net) 1,143 -

Recovery of bad debts 8 18

Miscellaneous income 73 114

1,802 1,538

19. Employee benefit expense


Salaries, wages and bonus(including reversal of prior period Rs.20 million during the year) 18,393 18,895

Employee stock compensation expense (refer note 24) 488 608

Pension and gratuity expense (refer note 31) 171 48

Contribution to provident and other fund 921 1,036

Staff welfare expenses 150 195

Other employee benefits 190 331

20,313 21,113


83

20. Other expenses


Sub-contracting expenses 2,582 3,814

Power 564 519

Rent 692 585

Rates and taxes [including prior period of Rs 19 million ( Rs.29 million during the previous year)] 289 113

Insurance 59 79

Repairs and maintenance

Building 382 282

Computers ( including prior period expense of Rs 2 million) 469 439

Others 228 276

Advertisement and sales promotion 119 119

Merger and reorganization expenses (including prior period Rs.30 million during the previous year) 5 120

Travel and conveyance (including reversal of prior period Rs.225 million during the previous year) 1,068 1,252

Communication costs 245 279

Recruitment and training 145 155

Legal and professional fees 281 357

CSR expenditure (refer note below) 36 23

Outside consultancy charges 584 1,011

Payment to auditor (refer note below) 11 8

Exchange differences (net) - 389

Bad debts written off 63 17

Miscellaneous expenses 145 120

7,967 9,957

Payment to auditor


As auditor:

Audit fee 6 4

Tax audit fee 1 1

In other capacity:

Other services 4 3

11 8

Expenditure on corporate social responsibility (CSR) activities

Consequent to requirement of section 135 and schedule VII of the companies Act, 2013, the Company is required to contribute 2% of its average net profits during the immediately three preceding financial years in pursuance of its corporate social responsibility policy.

The Company has constituted CSR committee in accordance with provision of the Companies Act 2013. The focus CSR activates of the Company comprise promotion of education.

a) The gross amount to be spent on Corporate Social Responsibility activities during the year was Rs. 91 million.

b) Amount spent during the year on:

Particulars In cash Total On purpose other than construction/acquisition of any assets 36 36

21. Depreciation and amortization


Depreciation of tangible assets 1,236 1,034

Amortization of intangible assets 185 257

1,421 1,291


84

22. Finance costs


Finance charges on leases 11 11

Interest on others 11 -

Interest on loans 29 47

Interest on tax 27 85

Bank charges 13 18

91 161

23. Related party disclosuresNames of related parties and related party relationshipRelated party where control exists

Ultimate Holding CompanyIGATE Corporation

Holding Company PAN-Asia IGATE Solutions

Fellow Subsidiaries IGATE Technologies Inc., IGATE Technologies Canada Inc., CHCS Services Inc IGATE Inc IGATE Holding Corporation IGATE Information Services (UK) Limited IGATE Ventures I,LP Pure Pay Partners,Inc IGATE Management,Inc IGATE Government Solutions Inc IGATE Technologies,Luxembourg IGATE Mortgage Services IGATE Computer Systems (UK) Limited (W.e.f February 1, 2014)

Other related parties (enterprise controlled by key management personnel) Mastech Holdings Inc. Pangea3 LLC

Key Management Personnel Ashok Vemuri (Resigned on October 6, 2015) Sujit Sircar Mukund Srinath Ashok Trivedi (Resigned on July 1, 2015) Sunil Wadhwani (Resigned on July 1, 2015)

Nagesh Kumar M

Related parties with whom transactions have taken place during the year IGATE Corporation Ultimate Holding Company IGATE Computer Systems (UK) Limited Associate Company Patni Telecom Solutions (UK) Limited Associate Company IGATE Technologies Inc., Associate Company IGATE Technologies Canada Inc., Associate Company PAN-Asia IGATE Solutions Holding Company IGATE Technologies Luxembourg S.á r.l. Associate Company

Related party transactions


a) Revenues from operations


IGATE Technologies Canada Inc., 2,537 2,583

IGATE Computer Systems (UK) Limited 2,915 402

Others 294 146


85


b) Expense incurred by Company on behalf of




Others 41 14

c) Expenses cross charged


IGATE Corporation 488 475



Others 121 168

d) Investment sold during the year

PAN-Asia IGATE Solutions - 1,098

e) Shares repurchased

PAN-Asia IGATE Solutions 6,473 -

f) Share capital pending allotment

IGATE Technologies Inc., 6 -

g) Remuneration


h) ESOP Cost


Note: The remuneration to the key managerial personnel does not include the provisions made for gratuity and leave benefits, as they are determined on an actuarial basis for the company as a whole.

Balances outstanding


a) Trade receivables




Others 200 147

b) Short term loans and advances




c) Other liabilities

PAN-Asia IGATE Solutions - -


IGATE Corporation 57 1,021



Others 20 146


86

d) Other transactions

On January 29, 2014, the Company entered into a share purchase agreement with its holding company, PAN-Asia IGATE Solutions (“PAN-Asia”) to transfer all the shares of IGATE Computer Systems (UK) Limited (f/k/a Patni Computer Systems (UK) Limited.) to PAN-Asia for a total consideration of Rs.1,098 million. The Company has earned profit of Rs. 58 million on sale of the subsidiary which is disclosed in Net gain on sale of non-current investments.

During the previous year, the Company has paid Rs.8 million towards corporate membership to clubs for key management personnel.

24. Employee stock compensation plans

“Certain employees of the Company are entitled to share-based compensation plans of IGATE Corporation (the ultimate Holding Company). The Institute of Chartered Accountants of India has issued a Guidance Note on Accounting for Employee Share-based Payments, which is applicable to employee share-based payment plans, the grant date in respect of which falls on or after April 1, 2005. The management is of the opinion that the schemes of the ultimate holding company is managed and administered by the ultimate holding company for its own benefit and do not have any settlement obligations on the Company. Further, the aforesaid schemes pertain to shares of the ultimate holding company and the impact of compensation benefits in respect of such schemes is assessed and accounted for in the books of the ultimate holding company. Accordingly, the Company is of the opinion that the same is in compliance with the said Guidance Note. During the year, the company has been cross charged Rs. 488 million (31 March 2014: Rs. 608 million) by the ultimate holding company as stock compensation expense towards the cost incurred by the ultimate holding company for providing stock options to some of its employees. The Company recognises the intra group recharge when it is actually levied or paid. The stock compensation expense has been recorded in the statement of profit and loss under employee benefit expense. “

25. Leases

Finance lease: Company as lessee

The Company has acquired motor vehicles under finance leases, for which the future minimum lease payments under finance lease are as follows:


Total minimum lease payments at the year end 105 81

Less: amount representing finance charges 21 14

Present value of minimum lease payments (rate of interest: 9.75% to 16% p.a.) 84 67

Minimum lease payments:

Within one year [Present value of Rs 24 million (31 March 2014 Rs 27 million)] 36 35

After one year but not more than five years [Present value of Rs 60 million

(31 March 2014 Rs 40 million)] 69 46

105 81

Operating lease: Company as lessee

The Company has operating leases for its office premises, guest houses, and vehicles. The lease arrangements for premises and guest houses have been entered up to a maximum of 10 years from date of inception. Some of these arrangements have price escalation clauses generally ranging from 5% to 15%. These leases are generally further renewable by mutual agreement. There are no restrictions imposed by lease arrangement. Vehicles taken on operating lease has been entered up to a maximum of 3 years from date of inception.

Future minimum lease rentals payable under non-cancellable operating leases are as follows:


Within one year 555 454

After one year but not more than five years 1,540 1,384

More than five years 264 352

2,359 2,190

26. Discontinuing operations

On January 29, 2014, the Company entered into a share purchase agreement with its holding company, PAN-Asia IGATE Solutions (“PAN-Asia”) to transfer all the shares of IGATE Computer Systems (UK) Limited (f/k/a Patni Computer Systems (UK) Limited.) to PAN-Asia for a total consideration of Rs.1,098 million. The Company has earned profit of Rs. 58 million on sale of the subsidiary which is disclosed in Net gain on sale of non-current investments.


87

The following statement shows the revenue and expenses of discontinued operations


Income

Revenue from operations* - 4,895

Other income - 6

- 4,901

Expenses

Employee benefits expense - 1,634

Other expenses* - 2,568

Depreciation and amortization expense - 18

Finance costs - -

- 4,220

Profit before tax - 681

Income tax expenses - (16)

Profit after tax - 697

* During previous year, the revenue from discontinued operations include Rs. 299 million billed to Continuing operations and Other expenses include Rs. 1,570 million billed by Continuing operations.

The net cash flows attributable to the discontinued operation are as below: 31 March 2015 31 March 2014 Rs. in millions Rs. in millions

Operating activities - (25)

Investing activities - (28)

Net cash inflows / (outflows) - (53)

27. Earnings per share (EPS)

The following reflects the profit and share data used in the basic and diluted EPS computations: 31 March 2015 31 March 2014 Rs. in millions Rs. in millions

Total operations for the year

Net profit/(loss) for calculation of basic EPS 5,493 5,911

Weighted average number of equity shares in calculating basic and diluted EPS 2,81,66,828 2,94,33,347


Continuing operations Net profit/(loss) for calculation of basic EPS 5,493 5,214

Weighted average number of equity shares in calculating basic and diluted EPS 2,81,66,828 2,94,33,347


Discontinuing operations Net profit/(loss) for calculation of basic EPS - 697

Weighted average number of equity shares in calculating basic and diluted EPS - 2,94,33,347

Basic and diluted earnings per share (Rs) - 23.68

No. of shares No. of shares

Weighted average number of equity shares in calculating basic EPS

Issued, subscribed and fully paid up shares 2,81,66,828 2,94,33,347

Weighted average number of equity shares in calculating diluted EPS 2,81,66,828 2,94,33,347

As per para 18 of (AS) 20, Earnings per share issued by ICAI, equity shares issued as part of the consideration for the amalgamation has been considered in the calculation of the weighted average number of shares from the beginning of the reporting period 1 April 2014. Accordingly 566,758 shares issued to the erstwhile shareholders of IISPL in pursuant to the scheme of merger with IGATE Global Solutions Limited are also included in the above weighted average number of equity shares in calculating basic and diluted EPS from the beginning of the previous year.


88

28. Derivative instruments and unhedged foreign currency exposure

Derivatives outstanding as at the balance sheet date including the hedge of expected future revenue

31 March 2015 31 March 2014 Sell Covers Amount in millions Rs. in millions Amount in millions Rs. in millions


USD/INR 200 12,519 105 6,299

CAD/INR 29 1,420 15 822

CAD/USD 4 171 3 163

AUD/INR 1 38 - -

CHF/INR 12 782 - -

CHF/USD 2 109 - -

EUR/INR 1 27 - -

GBP/INR 19 1,714 14 1,379

GBP/USD 1 46 - -

JPY/INR 368 192 - -

JPY/USD 250 130 - -

887 17,148 137 8,663

31 March 2015 31 March 2014 Options Amount in millions Rs. in millions Amount in millions Rs. in millions


Range forward

USD/INR - - 26 1,557

- - 26 1,557



equivalentsTrade


Other assets

Trade Payables


Other liabilities

Provisions

USD 11 74 2 - 5 52 - 4

EUR 6 4 - - 2 - - -

SGD - 1 - - 1 - - -

JPY 116 955 20 37 127 - 64 68

GBP - 13 - - 4 - - -

CAD 9 15 2 1 4 - - 3

AUD 3 2 1 - 2 - - -

MYR 5 1 1 1 - - - -

CHF 4 4 1 1 2 - 1 2

SEK 7 25 - - 3 - 2 1

CNY 2 1 - - 2 - - 1

DKK - 3 - - 3 - - -

MXN 6 3 4 - 2 - 39 -

AED 1 - - - 1 - - -

ZAR 2 1 - - 1 - - -

HUF - - - - 67 - -


89



equivalentsTrade


Other assets

Trade Payables


Other liabilities

Provisions

USD 23 74 - 1 14 52 4 11

EUR 6 11 - - 3 - - 1

SGD - - - 1 - - - -

JPY 243 81 25 62 192 - 95 105

GBP 1 1 - 1 1 - - -

CAD 7 8 4 3 2 - 2 -

AUD 1 3 - 1 1 - 1 1

MYR 3 1 1 1 - - - -

CHF 3 4 2 1 2 - 1 1

SEK 4 - - 3 3 - 1 1

CNY 1 - - - 1 - - 1

DKK - 3 - - - - - -

MXN 11 - 6 - 2 - 1 1

29. Contingent liabilities

As of March 31, 2015, guarantees issued by banks on behalf of the Company, to customs authorities, customers and vendors for capital procurements amounted to Rs. 233 million (31 March 2014 - Rs 218 million).

30. Capital commitments

Estimated amount of contracts remaining to be executed on capital account (net of advances) and not provided for Rs.1,421 million (31 March 2014 - Rs 2,132 million).

31. Employee benefit plans

(i) Gratuity benefits

The Company has a defined benefit gratuity plan. Every eligible employee gets gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded.


Statement of profit and loss

Net employee benefit expense recognized in the employee cost





Net actuarial loss recognized (12) (102)

Effect of limit in para 59 (b) 1 -



Balance Sheet

Benefit asset/liability




Amount not recognised as an asset (1) -



90

Changes in the present value of the defined benefit obligation are as follows:



On account of merger 20 -


Interest cost 78 69


Actuarial (gain)/loss 30 (110)

Liabilities assumed on divestiture (5) -


Changes in the fair value of plan assets are as follows:



Contributions by employer 101 75

Expected return 55 55

Actuarial gain/(losses) 41 (8)



The Company expects to contribute 144 million to gratuity in next one year ( 31 March 2014; 142 million)


31 March 2015 31 March 2014


The principal assumptions used in determining gratuity are shown below:

Increase in compensation cost 6% - 10% 6% - 10%

Employee turnover 12% - 23% 13% - 26%

Discount rate 7.95% 8.75%


The estimates of future salary increase, consideration in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market. The expected rate of return on plan assets is based on the long term yield on government bonds.

Amounts for the current and previous four period are as follows



Plan Assets 133 180 701 755 883

Surplus/(Deficit) (18) (12) (11) (48) (84)

Exp Adj on Plan Liabilities - - 587 (58) (16)

Exp Adj on Plan Assets - - 364 (8) 42

(ii) Pension benefits

One of the founder director of erstwhile IGATE Computer Systems Limited is entitled to receive pension benefits upon retirement or on termination from employment at the rate of 50% of his last drawn monthly salary. The payment of


91

pension will start when he reaches the age of 65. The Company has invested in a plan with Life Insurance Corporation of India which will mature at the time the founder director will reach the age of 65. Since the Company is obligated to fund the shortfall, if any, between annuity payable and the value of plan asset, the pension liability is actuarially valued at each balance sheet date.


Statement of profit and loss Net employee benefit expense recognized in the employee cost




Net benefit expense - (6)


Balance Sheet Benefit asset/liability





Changes in the present value of the defined benefit obligation are as follows:



Interest cost 4 4


Changes in the fair value of plan assets are as follows:



Expected return on plan assets 4 10


The principal assumptions used in determining pension are shown below:

31 March 2015 31 March 2014

Discount rate (p.a) 7.00% 7.00%




Plan Assets - 55 58 62 66

Surplus/(Deficit) (54) - (1) (1) (2)

Exp Adj on Plan Liabilities (7) - - - -

Exp Adj on Plan Assets - 2 - - -


92

32. Segment information

The Company’s operations predominantly relate to providing Information Technology (‘IT’) services and IT Enabled services, delivered to customers globally across the geographies, the work being performed onsite and offshore. The Company considers all of these services to be relating to one segment i.e. IT enabled services. Accordingly, the board of directors and Chief Executive Officer of the Company review the performance of the Company as one primary segment as IT and IT- enabled operations solutions and services. Secondary segmental reporting is performed on the basis of the geographical segmentation since Company operates in various countries. The Company has assessed and concluded in that it operates in a single operating segment of IT and IT-enabled operations solutions and services considering similar risk and return for various types of services provided by the Company.

The Company’s geographic segmentation is based on location of customers and comprises India and Rest of the world. Revenue in relation to geographic segments is categorised based on the location of the specific customer entity for which services are performed irrespective of the customer entity that is billed for the services and whether the services are delivered onsite or offshore. Categorisation of customer related assets in relation to geographic segments is based on the location of the specific customer entity which is billed for the services.

Significant portions of assets other than customer related assets are located in India . The majority of additions to fixed assets are in India.

Geographic segments


Segment Revenue

India 877 921


34,391 38,491

Segment Assets

India 343 278


Unallocated 27,848 28,798

34,886 37,141

Fixed assets (including intangible assets) and current assets (other than debtors and unbilled revenue) have not been identified to any reportable segments as they are used interchangeably between segments. The Company believes that it is currently not practicable to provide segment information relating to total liabilities.

33. Earnings in foreign currency (accrual basis)



Other Income 287 179

Total 34,292 40,341

34. Value of imports calculated on CIF basis


Capital goods 764 587

Software consumables 6 2

770 589


93

35. Expenditure in foreign currency (accrual basis)


Employee benefit expense 2,831 6,601 Other Expenses Sub-contracting expenses 2,860 6,115 Power 5 8 Rent 81 133 Rates and taxes 23 28 Insurance 11 25 Repairs and maintenance 116 221 Advertisement and sales promotion 33 67 Travel and conveyance 163 511 Communication costs 65 135 Recruitment and training 22 49 Legal and professional fees 119 136 Outside consultancy charges 456 860 Provisions for warranty cost - 3 Miscellaneous expenses 22 41 Finance costs 6 9

Total 6,813 14,942

36. Details of dues to micro and small enterprises as defined under the MSMED Act, 2006 Based on information available with the Company, there are no suppliers who are registered as micro, small or medium

enterprises under “The Micro, Small and Medium Enterprises Development Act, 2006” as at 31 March 2015 and 31 March 2014.

37. Transfer Pricing The Company has a comprehensive system of maintenance of information and documents as required by the transfer pricing

legislation under section 92-99F of the Income Tax Act, 1961. The Company has relied on independently researched Transfer Pricing Study to determine that the international transactions are at arm’s length and hence believes that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.

38. Subsequent Events

On July 1st 2015 Cap Gemini S.A (“SA”), Capgemini North America, Inc. (“NA” and, together with SA, “Parent company”) and Laporte Merger Sub, Inc., a wholly owned subsidiary of NA (“Merger Sub”) acquired the Ultimate Parent Company ‘IGATE Corporation’. Merger Sub will merge with and into the Ultimate Parent Company (the “Merger”), whereupon the separate existence of Merger Sub will cease and the Ultimate Parent Company will be the surviving corporation and a wholly owned subsidiary of NA. In connection with the Merger (“Effective Time”), each outstanding share of Ultimate Parent Company common stock (other than shares owned by the Company as treasury stock or by Parent or Merger Sub) will be converted into the right to receive $48 in cash.

39. Previous year figures Previous year figures have been regrouped / reclassified, where necessary, to confirm to this year’s classification.






94

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Regd. Office: No.14, Rajiv Gandhi Infotech Park, Hinjewadi, Phase III, MIDC-SEZ, Village Man, Taluka Mulshi, Pune - 411 057 MaharashtraCIN: U85110PN1993PLC145950; E-mail: [email protected]; Website: www.igate.com

Telephone: +91-20-66991000; Fax: +91-20-66995050

Regd. Office: No.14, Rajiv Gandhi Infotech Park, Hinjewadi, Phase III, MIDC-SEZ, Village Man, Taluka Mulshi, Pune - 411 057 MaharashtraCIN: U85110PN1993PLC145950; E-mail: [email protected]; Website: www.igate.com

Telephone: +91-20-66991000; Fax: +91-20-66995050



Twenty Second Annual General Meeting Proxy FormForm No. MGT-11

[Pursuant to section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration), Rules, 2014]

Twenty Second Annual General Meeting Attendance Slip

Name of the member(s): E-mail Id:

Registered address: Folio No/Client Id:

DP Id:

I/We, being the member(s) of IGATE Global Solutions Limited holding_________shares, hereby appoint

1. Mr./Ms. ................................................................................................................................ Address........................................................

...................................................................................................................................................................................................................

e-mail id: .........................................................................................................Signature , or failing him/her

2. Mr./Ms. ................................................................................................................................ Address........................................................

...................................................................................................................................................................................................................

e-mail id: .........................................................................................................Signature , or failing him/her

3. Mr./Ms. ................................................................................................................................ Address........................................................

...................................................................................................................................................................................................................

e-mail id: .........................................................................................................Signature , or failing him/heras my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Twenty Second Annual General Meeting of the Company, to be held on Monday,the 28th day of December, 2015 at 10.00 am at IGATE Global Solutions Limited, No.14, Rajiv Gandhi Infotech Park, Hinjewadi, Phase III, MIDC-SEZ, Village Man, Taluka Mulshi, Pune - 411 057, Maharashtra and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution No.

Description Tick the relevant item for which the proxy is appointed

1 Adoption of the Audited Financial Statements of the Company for the year ended March 31, 2015 and the Independent Auditors Report thereon and the report of the Board of Directors.

2 Re-appointment of Mr. Hubert Giraud (DIN: 00817709)as a Director, who retires by rotation.

3 Appointment of Messrs. BSR & Co. LLP, Chartered Accountants as the Statutory Auditors of the Company in place of the retiring Auditors, M/s. S. R. Batliboi& Associates LLP, Chartered Accountants.

4 Re-appointment of Mr. Sujit Sircar (DIN :00026417) as a Whole-time Director of the Company.

5 Appointment of Ms. Kalpana Rao (DIN :07093566) as a Director

6 Appointment of Ms. Kalpana Rao (DIN : 07093566) as an Independent Director

7 Appointment of Mr. R Ramaswamy (DIN :00038146)as a Director

8 Appointment of Mr. R Ramaswamy (DIN : 00038146) as an Independent Director

Signed this....................day of ............................ 2015

Signature of Shareholder(s)Notes: a. Proxies in order to be effective must be duly filled, stamped and signed and must reach the Company’s Registered Office not less than 48

hours before the Meeting. b. Please note that a single proxy cannot represent more than 50 number of members and more than 10% of the voting rights of the Company.

Folio No.: DP ID*: Client ID*:

* Applicable for equity shareholders holding equity shares in dematerialized form

I hereby record my presence at the Twenty Second Annual General Meeting of the Company at 10.00 am on Monday, December 28, 2015 at IGATE Global

Solutions Limited, No.14, Rajiv Gandhi Infotech Park, Hinjewadi, Phase III,MIDC-SEZ, Village Man, Taluka Mulshi, Pune -411 057, Maharashtra

Name of the Shareholder (In Block Letters): .....................................................................................................................................................................

Signature of the Shareholder or Proxy: .............................................................................................................................................................................

Notes: 1. Please complete this attendance slip and hand it over at the entrance of the hall

2. Members are requested to bring their copies of Annual Report to the Meeting.

AffixRevenueStamp

Documents

Board of Directors · S. R. Batliboi & Associates LLP Firm Registration No. : 101049W Chartered Accountants UB City, ‘Canberra Block’, 12th.& 13th. Floors No. 24, Vittal Mallya