UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 5, 2008

GENPACT LIMITED

(Exact name of registrant as specified in its charter)

Canon’s Court, 22 Victoria Street

Hamilton HM, Bermuda

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (441) 295-2244

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Item 2.02   Results of Operations and Financial Condition.

On August 5, 2008, Genpact Limited issued a press release announcing its financial results for the three months and six months ended June 30, 2008.  Genpact is furnishing this Form 8-K pursuant to Item 2.02, “Results of Operations and Financial Condition.”  A copy of this press release, attached hereto as Exhibit 99.1, is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit 99.1                       Press release dated August 5, 2008

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Signature

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

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EXHIBIT INDEX

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Exhibit 99.1

Genpact Reports Financial Results for the Second Quarter of 2008

Second Quarter Revenues Grow 26%  year over year

Adjusted Income from Operations Increases 40%  year over year

Gurgaon, India and New York, NY, August 5, 2008 — Genpact Limited (NYSE: G), a leader in the globalization of services and technology and a pioneer in managing business processes for companies around the world, today announced financial results for the second quarter ended June 30, 2008.

Key Financial Results - Second Quarter 2008

·                 Revenues were $253.6 million, up 26% from the second quarter of 2007.

·                 Net income was $24.8 million, up 250% from $7.1 million in the second quarter of 2007; net income margin for the second quarter of 2008 was 9.8%, up from 3.5% in the second quarter of 2007.

·                 Earnings per common share were $0.11, up from a loss of $0.17 per share in the second quarter of 2007.

·                 Adjusted income from operations increased 40% to $41.8 million compared to the second quarter of 2007.

·                 Adjusted income from operations margin was 16.5%, up from 14.9% in the second quarter of 2007.

·                 Adjusted diluted earnings per share were $0.18, up from $0.10 in the second quarter of 2007.

Pramod Bhasin, Genpact’s President and CEO said, “Our excellent second quarter results continue our track record of strong growth and delivering on our commitments. Given our results to date and our expectations for the remainder of the year, we are increasing our full year revenue guidance and our guidance on adjusted income from operations margin.  We expect revenues for the full year to grow organically by 26-28% from $823 million in 2007.  As a result of increased internal efficiencies, a shift towards higher value work and improved pricing for the value we deliver, we now expect our adjusted income from operations margin to improve by 80 to 100 basis points to between 17.1% and 17.3% in 2008 from 16.3% in 2007. Genpact’s Six Sigma, process and technology expertise are driving market penetration and sustainable, superior growth as we create value for our clients and all our key stakeholders.”

Global Client revenues increased 68% over the second quarter of 2007 (growth with existing clients, or organic growth, was 75%), driven by Genpact’s ability to expand its existing client relationships and build new ones.

Genpact continues to expand its client base. Among new additions are:

·                 a large office products company;

·                 a global leader in healthcare, lighting and consumer lifestyle products;

·                 a leading UK-based financial services group providing a wide range of banking and financial services; and

·                 a global financial services company operating in automotive finance, real estate finance, insurance and commercial finance businesses.

GE revenues for the second quarter of 2008 grew 1% over the second quarter of 2007.  Organic GE revenue growth was 9% this quarter.  This excludes revenues from businesses divested by GE in 2007, all of which Genpact continues to serve and whose revenues are now included in Global Client revenues.

As of the end of the second quarter of 2008, 25 clients each accounted for $5 million or more of Genpact’s revenues in the last twelve months. Of those, four clients each accounted for $25 million or more of Genpact’s revenues in the last twelve months.

Among the many services and solutions Genpact provides to its clients, the mix between business process services and IT services revenues remained relatively steady in the second quarter of 2008, with business process services contributing approximately 79% of revenues in the second quarter of 2008 up from 76% for the full year 2007.

Genpact generated $48 million of cash from operations in the second quarter of 2008, up from $44 million in the second quarter of 2007.

Year-to-Date Results

·                 Revenues were $488.2 million, up 30% from the first half of 2007.

·                 Net income was $44.5 million, up 398% from $8.9 million in the first half of 2007; net income margin for the first half of 2008 was 9.1%, up from 2.4% in the first half of 2007.

·                 Earnings per common share were $0.20, up from a loss of $0.39 per share in the first half of 2007.

·                 Adjusted income from operations increased 37% to $70.2 million compared to the first half of 2007.

·                 Adjusted income from operations margin was 14.4%, up from 13.6% in the first half of 2007.

·                 Adjusted diluted earnings per share were $0.32, up from $0.16 in the first half of 2007.

Annualized revenue per employee in the first half of 2008 was approximately $29,700, an increase from approximately $28,200 for the full year of 2007.  As of June 30, 2008, Genpact had more than 35,500 employees worldwide. Genpact’s attrition rate for the first half of 2008, measured from day one of employment, was 25% compared to 30% in 2007. Genpact’s attrition rate would be 19% if measured after six months of employment as many of Genpact’s competitors do.

Revised Presentation of the Income Statement

In order to more clearly reflect Genpact’s costs, including the impact of its long-term foreign exchange hedging strategy, Genpact has reclassified its foreign exchange gains or losses from a separate line item forming part of income from operations to selling, general and administrative expenses, cost of revenue or net revenues, as applicable.  The residual foreign exchange gains or losses, primarily relating to the re-measurement of foreign currency assets or liabilities, mainly accounts receivable, are now shown on the income statement below income from operations.  This reclassification does not affect net income or earnings per share.  The financial data contained in this press release reflect such reclassification.

Conference Call to Discuss Financial Results

Genpact management will host a conference call at 8 a.m. (Eastern Daylight Time) on August 6, 2008 to discuss the Company’s performance for the periods ended June 30, 2008. To participate, callers can dial 1 (866) 800-8652 from within the U.S. or 1 (617) 614-2705 from any other country. Thereafter, callers need to enter the participant passcode, which is 39842521.

Conference Call to Discuss Revised Presentation of Income Statement

Genpact management will host a second conference call at 9.30 a.m. (Eastern Daylight Time) on August 6, 2008 to discuss the revised presentation of the Company’s income statement. To participate, callers can dial 1 (866) 800-8652 from within the U.S. or 1 (617) 614-2705 from any other country. Thereafter, callers need to enter the participant passcode, which is 39842521.

For those who cannot participate in the calls, a replay and podcast will be available on our website, www.genpact.com, after the end of the calls. A transcript of both calls will also be made available on our website.

About Genpact

Genpact is a leader in the globalization of services and a pioneer in managing business processes for companies around the world. The company combines process expertise, information technology and analytical capabilities with operational insight and experience in diverse industries to provide a wide range of services using its global delivery platform. Genpact helps companies improve the ways in which they do business by applying Six Sigma and Lean principles plus technology to continuously improve their business processes. Genpact operates service delivery centers in India, China, Hungary, Mexico, the Philippines, the Netherlands, Romania, Spain and the United States. For more information, see our website at: www.genpact.com.

Safe Harbor

This press release contains certain statements concerning our future growth prospects and forward-looking statements, as defined in the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those in such forward-looking statements. These risks and uncertainties include but are not limited to the risks and uncertainties arising from our past and future acquisitions, slowdown in the economies and sectors in which our clients operate, a slowdown in the BPO and IT Services sectors, our ability to manage growth, factors which may impact our cost advantage, wage increases, our ability to attract and retain skilled professionals, risks and uncertainties regarding fluctuations in our earnings, general economic conditions affecting our industry as well as other risks detailed in our reports filed with the U.S. Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K. These filings are available at www.sec.gov. Genpact may from time to time make additional written and oral forward-looking

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statements, including statements contained in our filings with the Securities and Exchange Commission and our reports to shareholders. Although the company believes that these forward-looking statements are based on reasonable assumptions, you are cautioned not to pay undue reliance on these forward-looking statements, which reflect management’s current analysis of future events. The Company does not undertake to update any forward-looking statements that may be made from time to time by or on behalf of the Company.

Contact

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Genpact Limited and its Subsidiaries

Consolidated Balance Sheets

(In thousands, except per share data)

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Genpact Limited and its Subsidiaries

Consolidated Balance Sheets

(In thousands, except per share data)

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Genpact Limited and its Subsidiaries

Consolidated Statements of Income

(Unaudited)

(In thousands, except per share data)

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Genpact Limited and its Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

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Reconciliation of Adjusted Non-GAAP Financial Measures to GAAP Measures

To supplement the consolidated financial statements presented in accordance with GAAP, this press release includes the following measures defined by the Securities and Exchange Commission as non-GAAP financial measures: non-GAAP adjusted income from operations, adjusted net income, adjusted earnings per share and pro forma earnings per share. These non-GAAP measures are not based on any comprehensive set of accounting rules or principles and should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and may be different from non-GAAP measures used by other companies. In addition, these non-GAAP measures, the financial statements prepared in accordance with GAAP and the reconciliations of Genpact’s GAAP financial statements to such non-GAAP measures should be carefully evaluated.

For its internal management reporting and budgeting purposes, Genpact’s management uses financial statements that do not include stock-based compensation expense related to employee stock options, amortization of acquired intangibles at formation in 2004 and additional depreciation due to mark-to-market adjustment at formation in 2004 for financial and operational decision-making, to evaluate period-to-period comparisons or for making comparisons of Genpact’s operating results to that of its competitors. Moreover, because of varying available valuation methodologies, subjective assumptions and the variety of award types that companies can use when adopting FAS 123(R), Genpact’s management believes that providing financial statements that do not include stock-based compensation allows investors to make additional comparisons between Genpact’s operating results to those of other companies. In addition, Genpact’s management believes that providing non-GAAP financial measures that exclude amortization of acquired intangibles and additional depreciation due to mark-to-market adjustment at formation allows investors to make additional comparisons between Genpact’s operating results to those of other companies. The Company also believes that it is unreasonably difficult to provide its financial outlook in accordance with GAAP for a number of reasons including, without limitation, the Company’s inability to predict its future stock-based compensation expense under FAS 123(R) and the amortization of intangibles associated with further acquisitions, if any. Accordingly, Genpact believes that the presentation of non-GAAP adjusted income from operations and adjusted net income, when read in conjunction with the Company’s reported results, can provide useful supplemental information to investors and management regarding financial and business trends relating to its financial condition and results of operations.

In addition, for its internal management reporting for 2007, Genpact’s management used adjusted earnings per share and pro forma earnings per share that do not include impact of the undistributed earnings to preferred stock, preferred dividend and beneficial interest on conversion of preferred stock dividend and assumes the preferred stock was converted to common shares. As of July 13, 2007, prior to the IPO, all the preferred stock has been converted to common shares. Accordingly, the Company believes that to evaluate period to period comparisons, the presentation of non-GAAP adjusted earnings per share and pro forma earnings per share when read in conjunction with the Company’s reported results, can provide useful supplemental information to investors and management regarding financial and business trends relating to its financial condition and results of operations.

A limitation of using non-GAAP adjusted income from operations and adjusted net income versus income from operations and net income calculated in accordance with GAAP is that non-GAAP adjusted income from operations and adjusted net income excludes costs, namely, stock-based compensation, that are recurring. Stock-based compensation has been and will continue to be a significant recurring expense in Genpact’s business for the foreseeable future. Management compensates for this limitation by providing specific information regarding the GAAP amounts excluded from non-GAAP adjusted income from operations and adjusted net income and evaluating such non-GAAP financial measures with financial measures calculated in accordance with GAAP.

During the second quarter of 2008, Genpact has reclassified its foreign exchange gains or losses from a separate line item in order to more clearly reflect Genpact’s costs, including the impact of its long-term foreign exchange hedging strategy. This reclassification affects income from operations and consequently affects adjusted income from operations. This reclassification does not affect adjusted net income or adjusted earnings per share.

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The following tables show the reconciliation of the adjusted financial measures from GAAP on a reclassified basis for the periods ended June 30, 2008:

Reconciliation of Adjusted Income from Operations

(Unaudited)

(In thousands)

Reconciliation of Adjusted Net Income

(Unaudited)

(In thousands, except per share data)

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Reconciliation of Pro Forma Earnings Per Share

(Unaudited)

(In thousands, except per share data)

(a) Pro forma earnings per share give effect to Genpact’s 2007 reorganization of legal entities as if it occurred on January 1, 2007. In Genpact’s 2007 reorganization, the shareholders of Genpact Global Holdings exchanged their preferred and common shares of Genpact Global Holdings for common shares of Genpact Limited.

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Statements of Income on a

Historical and Reclassified Basis

(Q1 2006 - - Q2 2008)

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The following tables provide GAAP financial measures, on historical and reclassified bases, together with reconciliations of the adjusted financial measures from GAAP on a reclassified basis, for the periods indicated:

Historical Basis

Genpact Limited and its Subsidiaries

(Table A)

Consolidated Statements of Income

(Unaudited)

(In thousands, except per share data)

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Reclassified Basis

Genpact Limited and its Subsidiaries

(Table B)

Consolidated Statements of Income

(Unaudited)

(In thousands, except per share data)

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Genpact Limited and its Subsidiaries

(Table C)

Allocation of Reclassified Items

(Unaudited)

(In thousands, except per share data)

(1)  Reclassified below income from operations.

Reclassified Basis

Reconciliation of Adjusted Income from Operations

(Table D)

(Unaudited)

(In thousands, except per share data)