View:

Download DOC

Download PDF

Download XLS

QuickLinks -- Click here to rapidly navigate through this document

As filed with the Securities and Exchange Commission on May 11, 2007.

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

GENPACT LIMITED
(Exact name of registrant as specified in its charter)

Bermuda (State or other jurisdiction of incorporation or organization)		541990 (Primary Standard Industrial Classification Code Number)		98-0533350 (I.R.S. Employer Identification Number)
Canon's Court 22 Victoria Street Hamilton HM Bermuda (441) 295-2244 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Victor Guaglianone, Esq.
1251 Avenue of the Americas
New York, NY 10020
(646) 624-5929
(Name and address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Timothy G. Massad, Esq. Cravath, Swaine & Moore LLP Worldwide Plaza 825 Eighth Avenue New York, New York 10019 (212) 474-1000 Fax: (212) 474-3700		Richard A. Drucker, Esq. Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 (212) 450-4000 Fax: (212) 450-3800

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee(2)


Common Shares, $0.01 par value per share	$600,000,000	$18,420

(1): Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(o) of Regulation C under the Securities Act of 1933, as amended.
(2): Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We and the selling shareholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and neither we nor the selling shareholders are soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS (Subject to Completion)
Issued May 11, 2007

Shares

COMMON SHARES

This is the initial public offering of our common shares. We are offering common shares and the selling shareholders identified in this prospectus are offering an additional common shares. We will not receive any of the proceeds from the common shares sold by the selling shareholders. The estimated initial public offering price is between $ and $ per share. Prior to this offering, there has been no public market for our common shares.

We will apply to have our common shares quoted on the New York Stock Exchange under the symbol "G."

Investing in our common shares involves risks. See "Risk Factors" beginning on page 10.

PRICE $ A SHARE

		Price to Public		Underwriting Discounts and Commissions		Proceeds to Genpact		Proceeds to Selling Shareholders
Per share		$		$		$		$
Total		$		$		$		$

We have granted to the underwriters an option to purchase up to an additional common shares to cover over-allotments at the initial public offering price, less underwriting discounts and commissions.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the common shares to purchasers on , 2007.

MORGAN STANLEY

CITI

JPMORGAN

, 2007

You should rely only on the information contained in this prospectus. We and the selling shareholders have not authorized anyone to provide you with information that is different. We, the selling shareholders and the underwriters are not making an offer of our common shares in any jurisdiction or state where the offer is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus.

We have not taken any action to permit a public offering of the common shares outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of the common shares and the distribution of this prospectus outside of the United States.

We have been designated by the Bermuda Monetary Authority as a non-resident for Bermuda exchange control purposes. This designation allows us to engage in transactions in currencies other than the Bermuda dollar and there are no restrictions on our ability to transfer funds other than funds denominated in Bermuda dollars, in and out of Bermuda or to pay dividends to United States residents who are holders of our common shares.

Approvals or permissions given by the Bermuda Monetary Authority do not constitute a guarantee by the Bermuda Monetary Authority as to our performance or our creditworthiness. Accordingly, in giving such consent or permissions, the Bermuda Monetary Authority shall not be liable for the financial soundness, performance or default of our business or for the correctness of any opinions or statements expressed in this prospectus. In some cases, issuances and transfers of common shares involving persons deemed resident in Bermuda for exchange control purposes require the specific consent of the Bermuda Monetary Authority.

This prospectus will be filed with the Registrar of Companies in Bermuda pursuant to Part III of the Companies Act 1981 (Bermuda) as amended. In accepting this prospectus for filing, the Registrar of Companies in Bermuda shall not be liable for the financial soundness, performance or default of our business or for the correctness of any opinions or statements expressed in this prospectus.

TABLE OF CONTENTS

		Page
Industry and Market Data		ii
Prospectus Summary		1
Summary Historical Financial and Operating Data		8
Risk Factors		10
Forward-Looking Statements		27
Dividend Policy		30
Capitalization		31
Dilution		33
Selected Financial and Operating Data		34
Management's Discussion and Analysis of Financial Condition and Results of Operations		36
Business		57
Management		81
Certain Relationships and Related Party Transactions		104
Principal and Selling Shareholders		107
Description of Share Capital		110
Common Shares Eligible for Future Sale		118
Certain Material Bermuda and United States Federal Tax Consequences		120
Underwriters		124
Legal Matters		127
Experts		127
Where You Can Find More Information		127
Index to Financial Statements		F-1

INDUSTRY AND MARKET DATA

Industry and market data used throughout this prospectus were obtained through internal company research, surveys and studies conducted by third parties and industry and general publications. The information contained in the NASSCOM-McKinsey report referred to herein, published by the National Association of Software and Service Companies, or NASSCOM, and McKinsey & Company, or McKinsey, in 2005 is based on studies and analyses of surveys of business process outsourcing service providers and clients conducted by McKinsey. The NASSCOM-McKinsey report was the primary source for third-party industry and market data and forecasts referred to herein. In addition, we have included in this prospectus information from the International Data Corporation, or IDC, market analysis reports published in 2005. Industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of included information. We have not independently verified any of the data from third-party sources nor have we ascertained any underlying economic assumptions relied upon therein. While we are not aware of any misstatements regarding the industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the headings "Risk Factors" and "Forward-Looking Statements."

PROSPECTUS SUMMARY

The following is a summary of some of the information contained in this prospectus and it may not contain all the information that you should consider before investing in our common shares. You should read the entire prospectus carefully, especially the "Risk Factors" section and the financial statements and accompanying notes included in this prospectus before making an investment decision. Unless otherwise indicated, all information relating to the Company contained in this prospectus gives effect to the transactions described under "—The Company—2007 Reorganization" and "—The Company—2004 Reorganization"as if the same had been in effect for all periods discussed. We use the terms "Genpact," "our company," "we" and "us" to refer to our business as described under "—The Company."

GENPACT LIMITED

We manage business processes for companies around the world. We combine our process expertise, information technology expertise and analytical capabilities, together with operational insight derived from our experience in diverse industries, to provide a wide range of services using our global delivery platform. Our goal is to help our clients improve the ways in which they do business by continuously improving their business processes, including through the application of Six Sigma and Lean principles and by leveraging technology. We strive to be a seamless extension of our clients' operations.

We have a unique heritage. We built our business by meeting the demands of the leaders of the General Electric Company, or GE, to increase the productivity of their businesses. We began in 1997 as the India-based captive business process services operation for General Electric Capital Corporation, or GE Capital, GE's financial services business. As the value of offshore outsourcing was demonstrated to the management of GE, it became a widespread practice at GE and our business grew in size and scope. We took on a wide range of complex and critical processes and we became a significant provider to many of GE's businesses, including Consumer Finance (now GE Money), Commercial Finance, Insurance, Healthcare, Industrial, NBC Universal and GE's corporate offices.

Our leadership team, our methods and our culture have been deeply influenced by our eight years as a captive operation of GE. Many elements of GE's success—the rigorous use of metrics and analytics, the relentless focus on improvement, a strong emphasis on the client and innovative human resources practices—are the foundations of our business.

We became an independent company at the beginning of 2005 and since that time we have grown rapidly, continued to expand our range of services and diversified our client base. Since January 1, 2005, we have entered into contracts with more than 35 new clients in a variety of industries, including banking and finance, insurance, manufacturing, transportation and healthcare. We have the benefit of a multi-year contract with GE that provides us with committed revenues through 2013. In addition, we have opportunities for expansion with many new clients.

As of March 31, 2007, we have more than 28,000 employees, with operations in nine countries. In 2006, we had net revenues of $613.0 million, of which 25.8% was from clients other than GE, which we refer to as Global Clients.

Our Opportunity

Globalization of the world's economy remains the most powerful economic trend of our lifetime. It is driven by expanding technology capabilities, more efficient global telecommunications, the relaxation of local laws and regulations that previously impeded cross-border trade and the recognition by business leaders that a highly skilled global workforce can be a competitive business advantage. These dynamics are creating an entirely new set of competitive challenges for companies around the world.

Companies have been forced to focus on ways to improve productivity and manage costs more aggressively in order to maintain or enhance their competitive positions and increase shareholder value. As

part of their response to these pressures, in recent years, business leaders began offshoring business processes to captive operations and outsourcing business processes to third parties, including sending such processes offshore to workers in countries where wage levels were lower than those in North America and Europe. Initially, India became the primary destination for offshore business process outsourcing. However, as demand and the range of services have grown, other destinations have become increasingly important.

Outsourcing initially focused on realizing immediate cost savings and involved labor-intensive processes such as call center services and data entry. The frequency with which these processes were outsourced increased as companies recognized that offshore service providers could run these processes more efficiently by recruiting and training skilled labor in larger numbers and at lower cost than was available in a company's home market.

The use of information technology has also been an important catalyst for the growth of outsourcing. Before outsourcing business processes, companies more frequently outsourced IT operations. As companies realized benefits from outsourcing IT services, they became more willing to outsource other types of processes. At the same time, growth in the use of IT contributed to greater efficiencies in business processes and other productivity enhancements. As a result, knowledge of IT platforms and technology became increasingly important to effective business process management.

According to International Data Corporation, or IDC, aggregate worldwide spending on IT and business process outsourcing, or BPO, services is estimated to be $934 billion for 2006. The NASSCOM-McKinsey report estimates the total addressable market for offshore IT and BPO services to be approximately $300 billion, of which only about 10% has been penetrated. The NASSCOM-McKinsey report projects that spending on offshore IT and BPO services will grow from $30 billion in 2005 to $110 billion in 2010, representing a compound annual growth rate, or CAGR, of 30%.

This growth is a function of the increasing acceptance of outsourcing and the constantly expanding notions of what can be outsourced and the benefits that can be achieved. The services that are being outsourced today are much broader, and involve much higher valued functionality than originally outsourced, and include engineering, design, software programming, accounting, healthcare services, legal services, financial analysis, consulting activities and other services, and cut across all industries. Companies also look to achieve a wider range of objectives from outsourcing, and to generate business impact such as increased revenue, expanded margins, improved working capital management, increased customer satisfaction and enhancement of their competitive positions.

Today, the willingness to outsource a broader array of business processes, from the relatively simple to the more critical and complex, and the fact that many business processes can be enhanced through the application of IT, has created an opportunity for service providers that have broad and deep capabilities, as well as expertise in both process operation and IT platforms. Companies that are ready to embrace the outsourcing of complex business processes are seeking service providers with a broad range of capabilities with which they can establish a strategic relationship that will grow over time. Many senior, or C-level, executives today consider the following factors when looking to collaborate with a service provider:

•: process excellence;
•: global delivery;
•: analytical capabilities;
•: IT expertise;
•: domain expertise;
•: a stable workforce; and
•: scale.

Our Solution

We manage a wide range of business processes that address the transactional, managerial, reporting and planning needs of our clients. We seek to build long-term client relationships with companies that wish to improve the ways in which they do business and to which we can offer a wide range of services. With our broad and deep capabilities and our global delivery platform, our goal is to deliver comprehensive solutions and continuous process improvement to clients around the world and across multiple industries.

Our Broad Expertise

Our services include finance and accounting, collections and customer services, insurance, supply chain and procurement, analytics, enterprise application and IT infrastructure. Significant business impact can often best be achieved by redesigning and operating a combination of processes, as well as providing multiple services that combine elements of several of our service offerings. In offering our services, we draw on three core capabilities—process expertise, analytical ability and technology expertise—as well as the operational insight we have acquired from our experience managing thousands of processes in diverse industries.

•: Process Expertise. We have extensive experience in operating a wide range of processes. We have developed a repository of knowledge of best practices in many industries, including banking and financial services, insurance, manufacturing, transportation and healthcare. We have extensive experience in transitioning myriad processes from our clients. We apply the principles of Six Sigma and Lean to eliminate defects and variation and reduce inefficiency. We also develop and track operational metrics to measure process performance as a means of monitoring service levels and enhancing productivity.
•: Analytical Capabilities. Our analytical capabilities are central to our improving business processes. They enable us to work with our clients and identify weaknesses in business processes and redesign and re-engineer them to create additional business value. We also rigorously apply analytical methodologies, which we use to measure and enhance performance of our client services. We also apply these methodologies to measure and improve our own internal functions, including recruiting and retention of personnel.
•: Technology Expertise. Our information technology expertise includes extensive knowledge of third-party hardware, network and computing infrastructure, and enterprise resource planning and other software applications. We also use technology to better manage the transition of processes, to operate processes more efficiently and to replace or redesign processes so as to enhance productivity. Our ability to combine our business process and IT expertise along with our Six Sigma and Lean skills allows us to perform, for example, enterprise resource planning, or ERP, implementations on budget and on time, as well as to ensure our clients achieve the full potential of business intelligence platforms and webstack software platforms.

In addition, we believe that one of the factors that differentiates us from our competitors is the operational insight we have developed from our experience managing thousands of processes.

•: Operational Insight. Our operational insight enables us to make the best use of our core capabilities. Operational insight starts with the ability to understand the business context of a process. We place great value on understanding not only the industry in which a client operates, but also the business culture and institutional parameters within which a process is operated. Operational insight is also the judgement to determine the best way to improve a process in light of the knowledge of best practices across different industries as well as an appreciation of what solutions can be implemented in the context of the particular business environment.

Our Strategic Client Model

We seek to create long-term relationships with our clients where they view us as an integral part of their organization and not just as a service provider. To achieve this goal, we developed the Genpact Virtual Captive^SM model for service delivery, and we may implement all or some of its features in any given client relationship, depending on the client's needs. Under this approach, we strive to be a seamless extension of our client's operations which involves providing the client with dedicated leadership, infrastructure and employees who are trained in that client's culture. This helps us to provide more services to those clients, to integrate us further into their business and to establish us as a reliable and important strategic service provider.

Our Global Delivery Platform

Clients with global operations have global needs. We deliver services from a global network of more than 25 locations in nine countries. Our service delivery locations, which we refer to as Delivery Centers, are in India, China, Hungary, Mexico, the Philippines, the Netherlands, Romania, Spain and the United States. Our presence in locations other than India provides us with multi-lingual capabilities, access to a larger employee pool and "near-shoring" capabilities to take advantage of time zones. With this network, we can manage complex processes in multiple geographic regions.

Our People and Culture

We have an experienced and cohesive leadership team and a culture that emphasizes teamwork, constant improvement of our processes and, most importantly, dedication to the client. Many members of our leadership team developed their management skills working within GE and many of them were involved in the founding of our business. As of March 31, 2007, we have more than 28,000 employees including over 5,500 Six Sigma trained green-belts, 300 Six Sigma trained black-belts and 60 Six Sigma trained master black-belts, as well as more than 4,500 Lean trained employees.

A key determinant of our success, especially as we continue to increase the scale of our business, is our ability to attract, train and retain employees in highly competitive labor markets. We manage this challenge through innovative human resources practices. These include broadening the employee pool by opening Delivery Centers in diverse locations, using creative recruiting techniques to attract the best talent, emphasizing ongoing training, instilling a vibrant and distinctive culture and providing well-defined long term career paths. We monitor and manage our attrition rate very closely, and believe our attrition rate is one of the lowest in the industry.

Our Strategy For Growth

The specific elements of our strategy to grow our business include the following:

Expand Relationships with Existing Clients. We intend to deepen and expand relationships with our existing clients, including GE. Since our separation from GE, we have succeeded in forming more than 35 new Global Client relationships with major companies. Many of those relationships are at an early stage and we believe they offer significant opportunities for growth. As we demonstrate the value that we can provide, often with a discrete process, we are frequently able to expand the scope of our work in a variety of ways.

Develop New Client Relationships. In addition to expanding our existing client relationships, we plan to continue to develop new long-term client relationships, especially with those clients where we have an opportunity to deliver a wide range of our capabilities and have a meaningful impact on our clients' business.

Continue To Promote Process Excellence. Our ability to deliver continuous process improvement is an important part of the value that we deliver to our clients. We have built a significant repository of process expertise across a wide range of processes such as finance and accounting, supply chain, analytics and client service. Our process expertise is complemented by our ability to work across multiple technology platforms in diverse industries.

Continue To Deepen Expertise and Global Capabilities. We will continue to expand our capabilities globally as well as across industries and service offerings. While we expect this will occur primarily through organic growth, we also plan to evaluate strategic partnerships, alliances and acquisitions to expand into new services offerings as well as into new industries.

Maintain Our Culture and Enhance Our Human Capital. Our ability to grow our business will depend on our ability to continue to attract, train and retain large numbers of talented individuals. We will continue to develop innovative recruiting techniques and to emphasize learning throughout the tenure of an employee's career. We also believe that maintaining our vibrant and distinctive culture, in which we emphasize teamwork, continuous process improvement and dedication to the client, is critical to growing our business.

The Company

The 2004 Reorganization

Prior to December 30, 2004, our business was conducted through various entities and divisions of GE. On December 30, 2004, in a series of transactions we refer to as the "2004 Reorganization," GE reorganized these operations by placing them all under Genpact Global Holdings SICAR S.à.r.l., or GGH, a newly formed Luxembourg entity. GE also sold an indirect 60% interest in GGH to Genpact Investment Co. (Lux) SICAR S.à.r.l., or GICo, an entity owned in equal portions by General Atlantic LLC, or General Atlantic, and Oak Hill Capital Partners, or Oak Hill. On December 16, 2005, GE sold a portion of its equity in us to a subsidiary of Wachovia Corporation. As of December 31, 2006, GE owned approximately 29% of our equity (after giving effect to the conversion of preferred stock but excluding shares issuable pursuant to outstanding options).

Following the 2004 Reorganization, we began operating as an independent company. We separated ourselves operationally from GE and began building the capabilities necessary to be successful as an independent company. Among other things, we expanded our management infrastructure and business development capabilities so that we could secure business from clients other than GE. We substantially expanded administrative functions for which we had previously relied primarily on GE, such as finance, legal, accounting and human resources. We created separate employee benefit and retirement plans, developed our own leadership training capability and enhanced our management information systems.

The 2007 Reorganization

On March 29, 2007, we formed Genpact Limited in Bermuda to be the new holding company for our business. Genpact Limited is presently a subsidiary of GGH with no operations and de minimis assets. Prior to this offering, we will effectuate a transaction that will result in Genpact Limited owning 100% of the capital stock of GGH. This transaction is referred to as the "2007 Reorganization."

The chart below sets forth our beneficial ownership structure immediately following the consummation of this offering, assuming no exercise of the underwriters' overallotment option. See also "Principal and Selling Shareholders" for a discussion of certain relationships and arrangements among certain of our shareholders.

Our registered office is located at Canon's Court, 22 Victoria Street, Hamilton HM, Bermuda.

THE OFFERING

Common shares offered by us		shares
Common shares offered by the selling shareholders		shares
Common shares to be outstanding after this offering		shares
Offering price		The initial public offering price is $ per share.
Selling shareholders		Entities owned by GE, General Atlantic and Oak Hill.
Over-allotment option		We have granted to the underwriters an option to purchase up to an additional common shares to cover over-allotments at the initial public offering price less underwriting discounts and commissions.
Use of proceeds		To repay indebtedness outstanding under our credit facilities and for working capital and general corporate purposes, including potential acquisitions.
		We will not receive any proceeds from the sale of our common shares by the selling shareholders.
Proposed New York Stock Exchange symbol		G
Dividend policy		We do not anticipate paying cash dividends for the foreseeable future.
Lock-up		We, the selling shareholders, our directors and our executive officers have agreed with the underwriters, subject to certain exceptions, not to sell, transfer or dispose of any of our common shares for a period of 180 days after the date of this prospectus.
Risk factors		See "Risk Factors" for a discussion of factors you should consider before investing in our common shares.

The number of common shares to be outstanding after this offering is based on common shares outstanding as of , 2007, and, unless we indicate otherwise:

•: assumes no exercise of the underwriters' option to purchase up to additional common shares to cover over-allotments. If the underwriters exercise this option in full, common shares would thereafter be outstanding; and
•: excludes common shares issuable upon the exercise of share options vested and outstanding as of , 2007 and common shares reserved for issuance under our equity-based compensation plans.

SUMMARY HISTORICAL FINANCIAL AND OPERATING DATA

The table below provides a summary of our historical financial and certain operating data. Prior to December 30, 2004, our business was conducted through various entities and divisions that were wholly owned by GE. On December 30, 2004, in the 2004 Reorganization, GE transferred such operations to a newly-formed entity, GGH, and sold a 60% interest in GGH to General Atlantic and Oak Hill. Therefore, the financial data for these operations, or our predecessor, as of and for the years ended December 31, 2004, 2003 and 2002, which are the periods prior to the 2004 Reorganization, are presented on a combined basis. The financial data as of and for the years ended December 31, 2006 and 2005, which are the periods after the 2004 Reorganization, are presented on a new basis of accounting and are not directly comparable to the data for 2004, 2003 and 2002.

The financial data as of and for the years ended December 31, 2006, 2005 and 2004 are derived from our audited financial statements included in this prospectus (except for the December 31, 2004 balance sheet which is not included). The financial data as of and for the years ended December 31, 2003 and 2002 are derived from the unaudited combined financial statements of the predecessor which are not included in this prospectus. All such financial statements are prepared in accordance with U.S. GAAP.

You should read this summary financial data together with the financial statements included herein as well as "Capitalization" and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

								Predecessor
		Year Ended December 31,
		2006			2005			2004		2003			2002
										(unaudited)			(unaudited)
		(dollars in millions, except per share data)
Statement of income data:
Net revenues—GE		$	453.3		$	449.7		$	408.9	$	371.5		$	287.9
Net revenues—Global Clients			158.3			42.2			20.3		10.2			7.1
Other revenues			1.5			—			—		—			—

Total net revenues			613.0			491.9			429.1		381.7			295.0
Cost of revenue			360.9			304.0			263.6		245.2			192.1

Gross profit			252.2			187.9			165.5		136.5			102.9
Operating expenses:
	Selling, general and administrative expenses		159.2			117.5			76.3		69.2			40.6
	Amortization of acquired intangible assets		41.7			47.0			—		—			—
	Foreign exchange (gains) losses, net		13.0			12.8			7.3		(6.9	)		(2.0	)
	Other operating income		(4.9	)		(6.2	)		—		—			—

Income from operations			43.2			16.9			81.9		74.2			64.3
Other income (expense), net			(9.2	)		(6.1	)		8.2		10.7			1.8

Income before income taxes			33.9			10.7			90.2		84.9			66.1
Income tax expense (benefit)			(5.9	)		(6.4	)		6.7		6.6			5.1

Net income		$	39.8		$	17.1		$	83.4	$	78.3		$	61.0

Pro forma earnings per common share:
	Basic	$
	Diluted
Pro forma weighted average common shares outstanding:
	Basic
	Diluted

							Predecessor
	As of December 31,
	2006		2005		2004		2003		2002
							(unaudited)		(unaudited)
	(dollars in millions)
Balance sheet data:
Cash and cash equivalents	$	35.4	$	44.7	$	49.8	$	15.0	$	13.3
Total assets		1,081.3		970.2		941.9		394.9		330.6
Total liabilities		456.6		378.2		318.9		121.6		137.7
Total stockholders' equity		624.7		592.0		623.0		273.3		192.9
Operating data (unaudited):
Employees		26,060		19,532		16,031		15,279		14,696
Delivery Centers		23		17		11		11		10

RISK FACTORS

Investing in our common shares involves substantial risks. You should carefully consider the following risks and other information in this prospectus before deciding to invest in our common shares. Any of the risks described below could have a material adverse effect on our business, financial condition or results of operations, in which case the trading price of our common shares could decline and you could lose part or all of your investment in our common shares. The section below also contains forward-looking statements. See "Forward-Looking Statements."

Risks Related to our Business

We have a limited operating history as an independent company for you to evaluate.

We ceased to be wholly-owned by GE on December 30, 2004. Accordingly, we have only a limited track record as an independent entity for you to evaluate. We may not be as successful in managing our operations on an independent basis as we were when we were part of GE. In addition, although we have begun to diversify our client base, our ability to develop and retain clients other than GE over an extended period of time has not been demonstrated.

We may be unable to manage our growth effectively and maintain effective internal controls, which could have a material adverse effect on our business, results of operations and financial condition.

Since we became an independent company, we have experienced rapid growth and significant expansion and diversification of our operations, which has placed significant demands on our leadership team's time and our operational resources. Since December 30, 2004, we have incurred, and we continue to incur, substantial expenses to create the management infrastructure and other capabilities necessary to operate as a stand-alone business. From January 1, 2005 to December 31, 2006 our net revenues have grown approximately 43% and our number of employees has grown approximately 63%. As our revenues grow there can be no assurance that our margins will also grow. In order to manage growth effectively, we must implement and improve operational systems, procedures and internal controls on a timely basis. If we fail to implement these systems, procedures and controls on a timely basis, we may not be able to retain clients or obtain new business, hire and retain new employees, complete future acquisitions or operate our business effectively.

GE accounts for a significant portion of our revenues and any loss of business from, or change in our relationship with, GE could have a material adverse effect on our business, results of operations and financial condition.

We have derived and are likely to continue to derive a significant portion of our revenues from GE. For 2005 and 2006, GE accounted for 91.4% and 73.9% of our revenues, respectively. In addition, our more mature client relationships, such as GE, typically generate higher margins than those from newer clients. The loss of business from GE could have a material adverse effect on our business, results of operations and financial condition.

Our master services agreement, or MSA, with GE commits GE to purchase, on an annual basis through 2013, a stipulated minimum dollar amount of services or pay us certain costs in lieu thereof. The costs which GE would be required to pay if it does not meet a minimum annual commitment are not necessarily equal to the amount by which GE's purchases fall short of that minimum annual commitment. While our revenues from GE in 2006 were $453.3 million, exceeding by $93.3 million the stipulated minimum annual amount for that year, there is no assurance that actual revenues from GE in future years will meet the minimum annual commitment or exceed it by as much as in 2006 or that GE will continue to be a client at all. Revenues in excess of the minimum annual commitment can be credited, subject to certain limitations, against shortfalls in subsequent years. In addition, the MSA provides that the minimum annual committed amount of $360 million will be reduced during the last three years of the term, to $270 million in 2011, $180 million in 2012 and $90 million in 2013. The MSA provides that the minimum annual committed amount is subject to reduction in certain circumstances, including as a result of the

termination of any statements of work, or SOWs, by GE for cause, non-performance of services by us due to specified force majeure events or certain other reasons. The MSA also does not require GE to engage us exclusively in respect of business process services.

In addition, pricing terms and pricing levels under future SOWs may be lower than in the past. In particular, because of the size of GE and its importance to our business it is able to exert considerable leverage on us when negotiating the terms of SOWs.

Our business from GE comes from a variety of GE's businesses and decisions to use our services are currently, as a general matter, made by a number of people within GE. Therefore, although some decisions may be made centrally at GE, the total level of business we receive generally depends on the decisions of the various operating managers of such businesses. In addition, if GE sells or divests any of the businesses to which we provide services, the new management or new owners of such businesses may choose to discontinue our services. Furthermore, following December 31, 2009, GE will no longer be subject to a contractual restriction with us on its ability to set up a separate business unit to provide English-language business process services from low-wage countries. There can be no assurance that GE will not establish such a separate business unit or otherwise compete with us at such time. While we were a captive operation of GE, GE followed a practice of granting to the business units that purchased our services a credit for financial measurement purposes designed to approximate the profit realized by our business on such services. We have been advised that this practice remains in effect for SOWs entered into prior to January 1, 2006 and is not in effect for SOWs entered into after such time. We have entered into new SOWs with most of the divisions of GE since the practice was discontinued. The discontinuation of this practice could affect whether and on what terms a GE business unit may enter into new SOWs in the future.

To date, GE has been a significant shareholder of our company and it will beneficially own % of our common shares following this offering, assuming the over-allotment option of the underwriters is not exercised. It also has the right to nominate two directors to our board pursuant to a shareholders agreement with our other major shareholders. If GE's percentage of ownership of our common shares decreases in the future, there can be no assurance that GE will continue to contract for our services to the same extent or on the same terms.

We may fail to attract and retain enough qualified employees to support our operations.

Our industry relies on large numbers of skilled employees and our success depends on our ability to attract, train and retain a sufficient number of qualified employees. High employee attrition is common in our industry. See "Business—Our People." In 2006, our attrition rate for all employees who were employed for a day or more was approximately 32%. We cannot assure you that we will be able to reduce our level of attrition or even maintain our attrition rate at the 2006 level. If our attrition rate increases, our operating efficiency and productivity may decrease.

Competition for qualified employees, particularly in India and China, has intensified significantly in recent years and we expect such competition to continue. We compete for employees not only with other companies in our industry but also with companies in other industries, such as software services, engineering services and financial services companies. In many locations in which we operate, there is a limited pool of employees who have the skills and training needed to do our work. If our business continues to grow, the number of people we will need to hire will increase. We will also need to increase our hiring if we are not able to maintain our attrition rate through innovative recruiting and retention policies. Increased competition for employees could have an adverse effect on our ability to expand our business and service our clients, as well as cause us to incur greater personnel expenses and training costs.

Over the next few years we will lose certain tax benefits provided by India to companies in our industry and it is not clear whether new tax policies will provide equivalent benefits and incentives.

Under the Indian Income Tax Act, 1961, our Delivery Centers in India, from which we derived 66% of our revenues in fiscal 2006, benefit from a ten-year holiday from Indian corporate income taxes in respect

of their export income, as defined in the legislation. As a result of this tax holiday, we incurred minimal income tax expense with respect to our Indian operations in 2006 ($0.6 million) as well as in prior years. In the absence of this tax holiday, income derived from our Indian operations would be taxed up to the maximum tax rate generally applicable to Indian enterprises, which, as of December 31, 2006, was 33.66%. The tax holiday enjoyed by our Delivery Centers in India expires in stages, on March 31 in each of 2007 (in respect of approximately 35% of our Indian operations), 2008 (in respect of approximately 15% of our Indian operations) and 2009 (in respect of the balance of our Indian operations), depending in each case on when each Delivery Center commenced operations. When our Indian tax holiday expires, our Indian tax expense will materially increase and our after-tax profitability will be materially reduced, unless we can obtain comparable benefits under new legislation or otherwise reduce our tax liability.

The Special Economic Zones Act, 2005, or the SEZ legislation, introduced a new 15-year tax holiday scheme for operations established in designated "special economic zones" or SEZs. Under the SEZ legislation, qualifying operations are eligible for a deduction from taxable income equal to (i) 100% of their profits or gains derived for the first five years from the commencement of operations; (ii) 50% of those profits or gains for the next five years; and (iii) 50% of those profits or gains for a further five years, subject to satisfying certain capital investment requirements. The Finance Minister of India announced in the 2007-2008 budget on February 28, 2007 that the SEZ legislation will be amended to ensure that this holiday is available only for new business operations that are conducted at qualifying SEZ locations and would not be available to operations formed by splitting up or reconstructing existing operations or transferring existing technology infrastructure to new locations.

We are currently in the process of establishing new centers, subject to regulatory approvals, that we expect to be eligible for the SEZ benefits. It is not clear, however, what percentage of our operations or income in India, if any, will be eligible for SEZ benefits, as this will depend on how much of our business can be conducted at the qualifying locations and on how much of that business can be considered to be new business under the SEZ legislation. Also, because this is new legislation, there is continuing uncertainty as to the interpretation of the required governmental and regulatory approvals. This uncertainty may delay development of our proposed SEZ locations.

The SEZ legislation is currently a politically sensitive issue in India. The Ministry of Finance in India has expressed concern about potential tax revenues being lost as a result of the exemptions under the SEZ legislation. The SEZ legislation has been criticized on economic grounds by the International Monetary Fund and it has been suggested that the SEZ legislation may be challenged by the World Trade Organization. It is possible that, as a result of such political pressures, the procedure for obtaining the benefits of the SEZ legislation may become more onerous, that the types of land eligible for SEZ status will be further restricted or that the SEZ legislation will be amended or repealed.

Accordingly, we currently do not expect that the benefits, if any, that we may derive under the SEZ legislation will be equivalent to the benefits we will gradually lose under the existing tax holiday. Consequently, we expect that our tax rate in India will increase and, depending on the size of the increase, this could have a material adverse effect on our business, results of operations and financial condition. As a result, we currently expect our overall tax rate to increase over the next few years and such increase may be material.

If the transfer pricing arrangements we have among our subsidiaries are determined to be inappropriate, our tax liability may increase.

We have transfer pricing arrangements among our subsidiaries in relation to various aspects of our business, including operations, marketing, sales and delivery functions. U.S. and Indian transfer pricing regulations, as well as regulations applicable in other countries in which we operate, require that any international transaction involving associated enterprises be at arm's-length terms. We consider the transactions among our subsidiaries to be on arm's-length terms. If, however, a tax authority in any jurisdiction reviews any of our tax returns and determines that the transfer prices and terms we have applied are not appropriate, or that other income of our affiliates should be taxed in that jurisdiction, we

may incur increased tax liability, including accrued interest and penalties, which would cause our tax expense to increase, possibly materially, thereby reducing our profitability and cash flows.

New tax legislation and the results of actions by taxing authorities may have an adverse effect on our operations and our overall tax rate.

The Government of India recently proposed levying a fringe benefit tax on the exercise of share options granted to employees based in India. As currently proposed, this tax would be payable by the issuers of the share options and recoverable at the option of company from the employees. We are analyzing the consequences of this proposed levy upon our Indian operations, including the applicability to existing outstanding options. If the legislation is enacted and this tax is imposed and is not recoverable from our employees, our business, results of operations and financial condition could be materially and adversely affected.

The Government of India may assert that certain of our clients have a "permanent establishment" in India by reason of the activities we perform on their behalf, particularly those clients that exercise control over or have substantial dependency on our services. Such an assertion could affect the size and scope of the services requested by such clients in the future.

The Government of China recently enacted amendments to the tax laws applicable to our operations that would increase the applicable tax rate from 15% to 25%, subject to certain grandfathering provisions. Depending upon the final application of these proposals and the growth of our business in China, the effect on our overall tax rate could be material.

Our ability to repatriate surplus earnings from our Delivery Centers in a tax-efficient manner is dependent upon interpretations of local laws, possible changes in such laws and the renegotiation of existing double tax avoidance treaties. Changes to any of these may adversely affect our overall tax rate, which would have a material adverse effect on our business, results of operations and financial condition.

Wage increases in the countries in which we have operations may prevent us from sustaining our competitive advantage and may reduce our profit margin.

Salaries and related benefits of our employees are our most significant costs. Most of our employees are based in India and other countries in which wage levels have historically been significantly lower than wage levels in the United States and Western Europe for comparably skilled professionals, which has been one of our competitive advantages. However, wage levels for comparably skilled employees in most of the countries in which we operate have increased and further increases are expected at a faster rate than in the United States and Western Europe because of, among other reasons, faster economic growth, increased competition for skilled employees and increased demand for business process services. We will lose this competitive advantage to the extent that we are not able to control or share wage increases with our clients. Sharing wage increases may cause our clients to be less willing to utilize our services. In addition, wage increases may reduce our margins. We will attempt to control such costs by our efforts to add capacity in locations where we consider wage levels of skilled personnel to be satisfactory, but we may not be successful in doing so. We may need to increase our wage levels significantly and rapidly in order to attract the quantity and quality of employees that are necessary for us to remain competitive, which may have a material adverse effect on our business, results of operations and financial condition.

Restrictions on entry visas may affect our ability to compete for and provide services to clients, which could have a material adverse effect on our business and financial results.

Our business depends on the ability of our employees to obtain the necessary visas and entry permits to do business in the countries where our clients and, in some cases, our Delivery Centers, are located. In response to recent terrorist attacks and global unrest, immigration authorities generally, and those in the United States in particular, have increased the level of scrutiny in granting visas. If further terrorist attacks occur then obtaining visas for our personnel may become even more difficult. Local immigration laws may also require us to meet certain other legal requirements as a condition to obtaining or maintaining entry visas. In addition, immigration laws are subject to legislative change and varying standards of application

and enforcement due to political forces, economic conditions or other events, including terrorist attacks. If we are unable to obtain the necessary visas for our personnel who need to travel internationally, if the issuance of such visas is delayed or if the length of such visas is shortened, we may not be able to provide services to our clients or to continue to provide services on a timely and cost-effective basis, receive revenues as early as expected or manage our Delivery Centers as efficiently as we otherwise could, any of which could have a material adverse effect on our business, results of operations and financial condition.

Our senior leadership team is critical to our continued success and the loss of such personnel could harm our business.

Our future success substantially depends on the continued service and performance of the members of our senior leadership team. These personnel possess business and technical capabilities that are difficult to replace. In particular, our Chief Executive Officer and other members of our senior leadership team have been involved in our business since its commencement under GE. Our employment agreement with our Chief Executive Officer does not obligate him to work for us for any specified period, but does contain a limited non-compete clause and a non-solicitation clause should his employment terminate. If we lose key members of our senior leadership team, we may not be able to effectively manage our current operations or meet ongoing and future business challenges, and this may have a material adverse effect on our business, results of operations and financial condition.

We derive a significant portion of our revenues from clients in the United States. If events or conditions occur which adversely affect our ability to do business in the United States, our business, results of operations and financial condition may be materially and adversely affected.

We currently derive, and are likely to continue to derive, a significant portion of our revenues from clients located in the United States. A number of factors could adversely affect our ability to do business in the United States, which could in turn have a material adverse effect on our business, results of operations and financial condition. These factors include changes in economic conditions in the United States, declines in the value of the U.S. dollar against the Indian rupee, in which we incur the majority of our costs, or other currencies in which we incur costs or enactment of laws in the United States that impose restrictions on, or taxation or other financial penalties with respect to, offshore outsourcing.

We typically face a long selling cycle to secure a new contract as well as long implementation periods that require significant resource commitments, which result in a long lead time before we receive revenues from new relationships.

We typically face a long selling cycle to secure a new contract. If we are successful in obtaining an engagement, that is generally followed by a long implementation period in which the services are planned in detail and we demonstrate to a client that we can successfully integrate our processes and resources with their operations. During this time a contract is also negotiated and agreed. There is then a long ramping up period in order to commence providing the services.

We typically incur significant business development expenses during the selling cycle. We may not succeed in winning a new client's business, in which case we receive no revenues and may receive no reimbursement for such expenses. Even if we succeed in developing a relationship with a potential new client and begin to plan the services in detail, a potential client may choose a competitor or decide to retain the work in-house prior to the time a final contract is signed. If we enter into a contract with a client, we will typically receive no revenues until implementation actually begins. Our clients may also experience delays in obtaining internal approvals or delays associated with technology or system implementations, thereby further lengthening the implementation cycle. We generally hire new employees to provide services to a new client once a contract is signed. We may face significant difficulties in hiring such employees and incur significant costs associated with these hires before we receive corresponding revenues. If we are not successful in obtaining contractual commitments after the selling cycle, in maintaining contractual commitments after the implementation cycle or in maintaining or reducing the duration of unprofitable initial periods in our contracts, it may have a material adverse effect on our business, results of operations and financial condition.

Our profitability will suffer if we are not able to price appropriately and maintain asset utilization levels and control our costs.

Our profitability is largely a function of the efficiency with which we utilize our assets, and in particular our people and Delivery Centers, and the pricing that we are able to obtain for our services. Our utilization rates are affected by a number of factors, including our ability to transition employees from completed projects to new assignments, to hire and assimilate new employees, forecast demand for our services and thereby maintain an appropriate headcount in each of our geographies and workforces and manage attrition, and our need to devote time and resources to training, professional development and other typically non-chargeable activities. The prices we are able to charge for our services are affected by a number of factors, including our clients' perceptions of our ability to add value through our services, competition, introduction of new services or products by us or our competitors, our ability to accurately estimate, attain and sustain revenues from client engagements, margins and cash flows over increasingly longer contract periods and general economic and political conditions. Therefore, if we are unable to price appropriately or manage our asset utilization levels, there could be a material adverse effect on our business, results of operations and financial condition. Our profitability is also a function of our ability to control our costs and improve our efficiency. As we increase the number of our employees and grow our business, we may not be able to manage the significantly larger and more geographically diverse workforce that may result and our profitability may not improve.

Our long selling cycle and implementation period make it difficult for us to prepare accurate internal financial forecasts and respond in a timely manner to offset such fluctuations.

Our operating results may fluctuate significantly from period to period. The long selling cycle for our services as well as the time required to complete the implementation phases of new contracts makes it difficult to accurately predict the timing of revenues from new clients or new SOWs as well as our costs. Our period to period results may also fluctuate due to changes in our costs or other unforeseen events. In addition, our results may vary due to currency fluctuations and changes in other global or regional economic and political conditions. Due to these factors, we may be unable to prepare accurate internal financial forecasts or replace anticipated revenues that we do not receive as a result of delays arising from these factors, and our operating results in future reporting periods may be significantly below the expectations of the public market, securities analysts or investors.

Currency exchange rate fluctuations in various currencies in which we do business, especially the Indian rupee and the U.S. dollar, could have a material adverse effect on our business, results of operations and financial condition.

Most of our revenues are denominated in U.S. dollars, with the remaining amounts largely in euros, pounds sterling and Japanese yen. Most of our expenses are incurred and paid in Indian rupees, with the remaining amounts largely in U.S. dollars, Chinese renminbi, pounds sterling and euros. As we expand our operations to new countries, we will incur expenses in other currencies. We report our financial results in U.S. dollars. The exchange rates between the Indian rupee and other currencies in which we incur costs or receive revenues, on the one hand, and the U.S. dollar, on the other hand, have changed substantially in recent years and may fluctuate substantially in the future.

Our results of operations could be adversely affected by certain movements in exchange rates, particularly if the Indian rupee or other currencies in which we incur expenses or receive revenues, appreciate against the U.S. dollar. Although we take steps to hedge a substantial portion of our Indian rupee-U.S. dollar and our Chinese renminbi-Japanese yen foreign currency exposures, there is no assurance that our hedging strategy will be successful or that the hedging markets will have sufficient liquidity or depth for us to implement our strategy in a cost effective manner. In addition, in some countries such as India and China, we are subject to legal restrictions on hedging activities, as well as convertibility of currencies, which could limit our ability to use cash generated in one country in another country and could limit our ability to hedge our exposures. See also "Management's Discussion and Analysis of Financial Condition and Results of Operations—Overview—Foreign exchange (gains) losses, net."

We enter into long-term contracts and fixed price contracts with our clients. Our failure to correctly price these contracts may negatively affect our profitability and we have only limited experience as an independent company in pricing such contracts.

The pricing of our services is usually included in SOWs entered into with our clients, many of which are for terms of three to five years. In certain cases, we have committed to pricing over this period with only limited sharing of risk regarding inflation and currency exchange rates. In addition, we are obligated under some of our contracts to deliver productivity benefits to our clients. If we fail to estimate accurately future wage inflation rates, currency exchange rates or our costs, or if we fail to accurately estimate the productivity benefits we can achieve under a contract, it could have a material adverse effect on our business, results of operations and financial condition. We have only operated as an independent business since the beginning of 2005, and thus our experience in pricing our contracts is limited.

A small portion of our SOWs are currently billed on a fixed price basis rather than on a time and materials basis. We may increase the number of fixed price contracts we perform in the future. Any failure to accurately estimate the resources or time required to complete a fixed price engagement or to maintain the required quality levels or any unexpected increase in the cost to us of employees, office space or technology could expose us to risks associated with cost overruns and could have a material adverse effect on our business, results of operations and financial conditions.

Future legislation in the United States and other jurisdictions could significantly affect the ability of our clients to utilize our services.

The issue of companies outsourcing services to organizations operating in other countries has become a topic of political discussion in many countries. For example, many organizations and public figures in the United States have publicly expressed concern about a perceived association between offshore service providers and the loss of jobs in the United States. In addition, there has been recent publicity about negative experiences associated with offshore outsourcing, such as theft and misappropriation of sensitive client data, particularly involving service providers in India. Current or prospective clients may elect to perform such services themselves or may be discouraged from transferring these services from onshore to offshore providers to avoid negative perceptions that may be associated with using an offshore provider. Any slowdown or reversal of existing industry trends toward offshore outsourcing would seriously harm our ability to compete effectively with competitors that provide services from the United States. Measures aimed at limiting or restricting offshore outsourcing have been enacted in a few states and there is currently legislation pending in several states and at the federal level in the United States. The measures that have been enacted to date generally have restricted the ability of government entities to outsource work to offshore business process service providers and have not significantly adversely affected our business, primarily because we do not currently work for such governmental entities and they are not currently a focus of our sales strategy. However, there can be no assurance that pending or future legislation in the United States that would significantly adversely affect our business, results of operations and financial condition will not be enacted.

Legislation enacted in certain European jurisdictions and any future legislation in Europe, Japan or any other country in which we have clients restricting the performance of business process services from an offshore location could also have a material adverse effect on our business, results of operations and financial condition. For example, new legislation recently enacted in the United Kingdom, based on the 1977 EC Acquired Rights Directive which has been adopted in some form by many European Union, or EU, countries, provides that if a company outsources all or part of its business to a service provider or changes its current service provider, the affected employees of the company or of the previous service provider are entitled to become employees of the new service provider, generally on the same terms and conditions as their original employment. In addition, dismissals of employees who were employed by the company or the previous service provider immediately prior to that transfer are automatically considered unfair dismissals that entitle such employees to compensation. As a result, in order to avoid unfair dismissal claims we may have to offer, and become liable for, voluntary redundancy payments to the

employees of our clients in the United Kingdom and other EU countries who have adopted similar laws who outsource business to us. We believe that this legislation may materially affect our ability to obtain new business from companies in the EU and, after including the cost of the potential compensation paid for unfair dismissal claims or redundancies, to provide outsourced services to our current and future clients in the EU in a cost-effective manner.

We could be liable to our clients for damages and subject to criminal liability and our reputation could be damaged if our information systems are breached or client data is compromised.

We may be liable to our clients for damages caused by disclosure of confidential information or system failures. We are often required to collect and store sensitive or confidential client data to perform the services we provide under our contracts. Many of our contracts do not limit our potential liability for breaches of confidentiality. If any person, including any of our current or former employees, penetrates our network security or misappropriates sensitive data or if we do not adapt to changes in data protection legislation, we could be subject to significant liabilities to our clients or to our clients' customers for breaching contractual confidentiality provisions or privacy laws. Unauthorized disclosure of sensitive or confidential client data, whether through breach of our computer systems, systems failure or otherwise, could also damage our reputation and cause us to lose existing and potential clients. We may also be subject to civil actions and criminal prosecution by government or government agencies for breaches relating to such data. Our insurance coverage for breaches or mismanagement of such data may not continue to be available on reasonable terms or in sufficient amounts to cover one or more large claims against us and our insurers may disclaim coverage as to any future claims.

We may be subject to claims for substantial damages by our clients arising out of disruptions to their businesses or inadequate service, and our insurance coverage may be inadequate.

Most of our service contracts with clients contain service level and performance requirements, including requirements relating to the quality of our services. Failure to consistently meet service requirements of a client or errors made by our employees in the course of delivering services to our clients could disrupt the client's business and result in a reduction in revenues or a claim for damages against us. Additionally, we could incur liability if a process we manage for a client were to result in internal control failures or impair our client's ability to comply with its own internal control requirements.

Under our MSAs with our clients, our liability for breach of our obligations is generally limited to actual damages suffered by the client and is typically capped at the greater of an agreed amount or the fees paid or payable to us under the relevant agreement. These limitations and caps on liability may be unenforceable or otherwise may not protect us from liability for damages. In addition, certain liabilities, such as claims of third parties for which we may be required to indemnify our clients or liability for breaches of confidentiality, are generally not limited under those agreements. Our MSAs are governed by laws of multiple jurisdictions, therefore the interpretation of such provisions, and the availability of defenses to us, may vary, which may contribute to the uncertainty as to the scope of our potential liability. Although we have commercial general liability insurance coverage, the coverage may not continue to be available on acceptable terms or in sufficient amounts to cover one or more large claims and our insurers may disclaim coverage as to any future claims. The successful assertion of one or more large claims against us that exceed available insurance coverage, or changes in our insurance policies (including premium increases or the imposition of large deductible or co-insurance requirements), could have a material adverse effect on our business, results of operations and financial condition.

Any failures to adhere to the regulations that govern our business could result in our being unable effectively to perform our services. Failure to adhere to regulations that govern our clients' businesses could result in breaches of contract under our MSAs.

Our clients' business operations are often subject to regulation, and our clients may require that we perform our services in a manner that will enable them to comply with applicable regulations. Our clients are located around the world, and the laws and regulations that apply include, among others, United States federal laws such as the Gramm-Leach-Bliley Act and the Health Insurance Portability and Accountability

Act, state laws on debt collection in the United States and the Financial Services Act in the United Kingdom as well as similar consumer protection laws in other countries in which our clients' customers are based. Failure to perform our services in a manner that complies with any such requirement could result in breaches of contracts with our clients. In addition, we are required under various laws to obtain and maintain permits and licenses for the conduct of our business in all jurisdictions in which we have operations, including India, and, in some cases, where our clients receive our services, including the United States and Europe. If we do not maintain our licenses or other qualifications to provide our services or if we do not adapt to changes in legislation or regulation, we may have to cease operations in the relevant jurisdictions and may not be able to provide services to existing clients or be able to attract new clients. In addition, we may be required to expend significant resources in order to comply with laws and regulations in the jurisdictions mentioned above. Any failure to abide by regulations relating either to our business or our clients' businesses may also, in some limited circumstances, result in civil fines and criminal penalties for us. Any such ceasing of operations or civil or criminal actions may have a material adverse effect on our business, results of operations and financial condition.

Some of our contracts contain provisions which, if triggered, could result in lower future revenues and have a material adverse effect on our business, results of operation and financial condition.

Many of our contracts allow a client, in certain limited circumstances, to request a benchmark study comparing our pricing and performance with that of an agreed list of other service providers for comparable services. Based on the results of the study and depending on the reasons for any unfavorable variance, we may be required to make improvements in the services we provide or to reduce the pricing for services to be performed under the remaining term of the contract, which could have an adverse effect on our business, results of operations and financial condition.

Many of our contracts, including our contract with GE, contain provisions that would require us to pay penalties to our clients and/or provide our clients with the right to terminate the contract if we do not meet pre-agreed service level requirements. Failure to meet these requirements could result in the payment of significant penalties by us to our clients which in turn could have a material adverse effect on our business, results of operations and financial condition.

A few of our MSAs provide that during the term of the MSA and under specified circumstances, we may not provide similar services to their competitors. Some of our contracts also provide that, during the term of the contract and for a certain period thereafter ranging from six to 12 months, we may not provide similar services to certain or any of their competitors using the same personnel. These restrictions may hamper our ability to compete for and provide services to other clients in the same industry, which may inhibit growth and result in lower future revenues and profitability.

Many of our contracts with clients specify that if a change of control of our company occurs during the term of the contract, the client has the right to terminate the contract. These provisions may result in our contracts being terminated if there is such a change in control, resulting in a potential loss of revenues. In addition, these provisions may act as a deterrent to any attempt by a third party to acquire our company. Upon the consummation of this offering, GE loses its right to terminate our MSA upon a change of control of our company.

Many of our contracts with clients require that we bear the cost of any sales or withholding taxes or unreimbursed value-added taxes imposed on payments made under those contracts. While we have arranged our contracts to minimize the imposition of these taxes, changes in law or the interpretation thereof and changes in our internal structure may result in the imposition of these taxes and a reduction in our net revenues.

Our industry is highly competitive, and we may not be able to compete effectively.

Our industry is highly competitive, highly fragmented and subject to rapid change. We believe that the principal competitive factors in our markets are breadth and depth of process and technology expertise, service quality, the ability to attract, train and retain qualified people, compliance rigor, global delivery capabilities, price, knowledge of industries served and marketing and sales capabilities. We compete for

business with a variety of companies, including large multinational firms that provide consulting, technology and/or business process services, off-shore business process service providers in low-cost locations like India, in-house captives of potential clients, software services companies that also provide business process services and accounting firms that also provide consulting or outsourcing services.

Some of our competitors have greater financial, marketing, technological or other resources and larger client bases than we do, and may expand their service offerings and compete more effectively for clients and employees than we do. Some of our competitors have more established reputations and client relationships in our markets than we do. In addition, some of our competitors who do not have global delivery capabilities may expand their delivery centers to the countries in which we are located which could result in increased competition for employees and could reduce our competitive advantage. The trend toward outsourcing and technological changes may result in new and different competitors entering our markets. There could also be newer competitors that are more powerful as a result of strategic consolidation of smaller competitors or of companies that each provide different services or service different industries.

We expect competition to intensify in the future as more companies enter our markets. Increased competition may result in lower prices and volumes, higher costs for resources, especially people, and lower profitability. We may not be able to supply clients with services that they deem superior and at competitive prices and we may lose business to our competitors. Any inability to compete effectively would adversely affect our business, results of operations and financial condition.

Our business could be materially and adversely affected if we do not protect our intellectual property or if our services are found to infringe on the intellectual property of others.

Our success depends in part on certain methodologies, practices, tools and technical expertise we utilize in designing, developing, implementing and maintaining applications and other proprietary intellectual property rights. In order to protect our rights in these various intellectual properties, we rely upon a combination of nondisclosure and other contractual arrangements as well as trade secret, copyright and trademark laws. We also generally enter into confidentiality agreements with our employees, consultants, clients and potential clients and limit access to and distribution of our proprietary information. We also have submitted United States federal and foreign trademark applications for the names of additional service offerings. We may not be successful in maintaining or obtaining trademarks for these trade names. India is a member of the Berne Convention, an international intellectual property treaty, and has agreed to recognize protections on intellectual property rights conferred under the laws of other foreign countries, including the laws of the United States. There can be no assurance that the laws, rules, regulations and treaties in effect in the United States, India and the other jurisdictions in which we operate and the contractual and other protective measures we take, are adequate to protect us from misappropriation or unauthorized use of our intellectual property, or that such laws will not change. We may not be able to detect unauthorized use and take appropriate steps to enforce our rights, and any such steps may not be successful. Infringement by others of our intellectual property, including the costs of enforcing our intellectual property rights, may have a material adverse effect on our business, results of operations and financial condition.

Although we believe that we are not infringing on the intellectual property rights of others, claims may nonetheless be successfully asserted against us in the future. The costs of defending any such claims could be significant, and any successful claim may require us to modify, discontinue or rename any of our services. Any such changes may have a material adverse effect on our business, results of operations and financial condition.

A substantial portion of our assets and operations are located in India and we are subject to regulatory, economic, social and political uncertainties in India.

We are subject to several risks associated with having a substantial portion of our assets and operations located in India.

In recent years, we have benefited from many policies of the Government of India and the Indian state governments in the states in which we operate, which are designed to promote foreign investment generally and the business process services industry in particular, including significant tax incentives, relaxation of regulatory restrictions, liberalized import and export duties and preferential rules on foreign investment and repatriation. There is no assurance that such policies will continue. Various factors, such as changes in the current federal government, could trigger significant changes in India's economic liberalization and deregulation policies and disrupt business and economic conditions in India generally and our business in particular.

In addition, our financial performance and the market price of our common shares may be adversely affected by general economic conditions and economic and fiscal policy in India, including changes in exchange rates and controls, interest rates and taxation policies, as well as social stability and political, economic or diplomatic developments affecting India in the future. In particular, India has experienced significant economic growth over the last several years, but faces major challenges in sustaining that growth in the years ahead. These challenges include the need for substantial infrastructure development and improving access to healthcare and education. Our ability to recruit, train and retain qualified employees, develop and operate our Delivery Centers, and attract and retain clients could be adversely affected if India does not successfully meet these challenges.

Our Delivery Centers are at risk of damage from natural disasters and other disruptions.

Our Delivery Centers or our data and voice communications may be damaged or disrupted as a result of natural disasters such as earthquakes, floods, heavy rains, epidemics, tsunamis and cyclones, technical disruptions such as electricity or infrastructure breakdowns, computer glitches and electronic viruses or man-made events such as protests, riots and labor unrest. Such events may lead to the disruption of information systems and telecommunication services for sustained periods. They also may make it difficult or impossible for employees to reach our business locations. Damage or destruction that interrupts our provision of services could adversely affect our reputation, our relationships with our clients, our leadership team's ability to administer and supervise our business or it may cause us to incur substantial additional expenditure to repair or replace damaged equipment or Delivery Centers. We may also be liable to our clients for disruption in service resulting from such damage or destruction. While we currently have commercial liability insurance, our insurance coverage may not be sufficient. Furthermore, we may be unable to secure such insurance coverage at premiums acceptable to us in the future or at all. Prolonged disruption of our services would also entitle our clients to terminate their contracts with us. Any of the above factors may adversely affect our business, results of operations and financial condition.

We may face difficulties as we expand our operations into countries in which we have no prior operating experience.

We intend to continue to expand our global footprint in order to maintain an appropriate cost structure and meet our clients' delivery needs. This may involve expanding into countries other than those in which we currently operate. It may involve expanding into less developed countries, which may have less political, social or economic stability and less developed infrastructure and legal systems. As we expand our business into new countries we may encounter regulatory, personnel, technological and other difficulties that increase our expenses or delay our ability to start up our operations or become profitable in such countries. This may affect our relationships with our clients and could have an adverse affect on our business, results of operations and financial condition.

We will incur increased costs as a result of being a public company subject to the Sarbanes-Oxley Act of 2002 and our leadership team faces challenges in implementing those requirements.

As a public company, we will incur additional legal, accounting and other expenses that we do not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as new rules subsequently implemented by the Securities and Exchange Commission and the New York Stock Exchange, have imposed increased regulation and disclosure and required enhanced corporate governance practices of public companies. We are committed to maintaining high standards of corporate governance and public

disclosure, and our efforts to comply with evolving laws, regulations and standards in this regard are likely to result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. If we do not implement the requirements of Section 404 in a timely manner or with adequate compliance, we might be subject to sanctions or investigation by regulatory authorities, such as the Securities and Exchange Commission. Any such action could harm our reputation and the confidence of investors and clients in our company and could adversely affect our business and cause our share price to fall. We will also incur additional costs associated with our reporting requirements as a public company. We expect these new rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified candidates to serve on our board of directors or as executive officers.

Terrorist attacks and other acts of violence involving any of the countries in which we or our clients have operations could adversely affect our operations and client confidence.

Terrorist attacks and other acts of violence or war, such as the attacks in recent years in the United States, Spain, England and India may adversely affect worldwide financial markets and could potentially lead to economic recession, which could adversely affect our business, results of operations, financial condition and cash flows. These events could adversely affect our clients' levels of business activity and precipitate sudden significant changes in regional and global economic conditions and cycles. These events also pose significant risks to our people and to our Delivery Centers and operations around the world.

Southern Asia has, from time to time, experienced instances of civil unrest and hostilities among neighboring countries, including India and Pakistan. In recent years, military confrontations between India and Pakistan have occurred in the region of Kashmir and along the India/Pakistan border. There have also been incidents in and near India such as terrorist attacks on the Indian Parliament and in the city of Mumbai, troop mobilizations along the India/Pakistan border and an aggravated geopolitical situation in the region. Such military activity or terrorist attacks in the future could influence the Indian economy by disrupting communications and making travel more difficult. Resulting political tensions could create a greater perception that investments in companies with Indian operations involve a high degree of risk, and that there is a risk of disruption of services provided by companies with Indian operations, which could have a material adverse effect on our share price and/or the market for our services. Furthermore, if India were to become engaged in armed hostilities, particularly hostilities that were protracted or involved the threat or use of nuclear weapons, we might not be able to continue our operations. We generally do not have insurance for losses and interruptions caused by terrorist attacks, military conflicts and wars.

If more stringent labor laws become applicable to us or if our employees unionize, our profitability may be adversely affected.

India has stringent labor legislation that protects employee interests, including legislation that sets forth detailed procedures for dispute resolution and employee removal and legislation that imposes financial obligations on employers upon retrenchment. Though we are exempt from some of these labor laws at present under exceptions in some states for providers of IT-enabled services, there can be no assurance that such laws will not become applicable to us in the future. If these labor laws become applicable to our employees, it may become difficult for us to maintain flexible human resource policies and attract and employ the numbers of sufficiently qualified candidates that we need or discharge employees, and our compensation expenses may increase significantly.

In addition, our employees may in the future form unions. If employees at any of our Delivery Centers become eligible for union membership, we may be required to raise wage levels or grant other benefits that could result in an increase in our compensation expenses, in which case our profitability may be adversely affected.

We may not succeed in identifying suitable acquisition targets or integrating any acquired business into our operations, which could have a material adverse effect on our business and financial results.

Our growth strategy includes expanding our service offerings, both organically and through strategic acquisitions in order to augment our capabilities to service our existing clients. For example, we acquired ICE Enterprise Solutions B.V. in 2007 (now called Genpact Netherlands B.V.), MoneyLine Lending Services Inc. in 2006 (now called Genpact Mortgage Services) and Creditek Corporation in 2005.

We may not be able to identify suitable acquisition targets or negotiate attractive terms, which may adversely affect our competitiveness and our ability to grow our business. We may not be able to integrate effectively any existing or future acquisitions into our operations and may not obtain the expected profitability or other benefits in the short or long term from such acquisitions. Our leadership team's attention may also be diverted by any historical or potential acquisitions. Any of the above factors may have a material adverse effect on our business, results of operations and financial condition.

Our principal shareholders will continue to exercise significant influence over us, and their interests in our business may be different from yours.

Almost all of our issued and outstanding common shares are currently beneficially owned by General Atlantic, Oak Hill, GE and Wachovia Corporation, or Wachovia. Following the consummation of this offering and assuming that the underwriters do not exercise their over-allotment option to purchase additional common shares and there is no exercise of any of our outstanding share options:

•: General Atlantic and Oak Hill will beneficially own (through a common entity) % of our outstanding common shares;
•: GE will beneficially own % of our outstanding common shares; and
•: Wachovia will beneficially own % of our outstanding common shares.

Prior to the commencement of this offering these shareholders will enter into a shareholders agreement which will provide that they will agree to exercise their shareholder votes to ensure that GE is able to nominate two directors to our board and General Atlantic and Oak Hill, together, are able to nominate four directors to our board, so long as they maintain certain minimum shareholding thresholds. Accordingly, the principal shareholders can exercise significant influence over our business policies and affairs and all matters requiring a shareholders' vote, including the composition of our board of directors, the adoption of amendments to our certificate of incorporation and the approval of mergers or sales of substantially all of our assets, our dividend policy and our capital structure and financing. This concentration of ownership also may delay, defer or even prevent a change in control of our company and may make some transactions more difficult or impossible without the support of these shareholders, even if such transactions are beneficial to other shareholders. The interests of these shareholders may conflict with your interests. In particular, GE and Wachovia are our clients. General Atlantic and Oak Hill are significant shareholders and currently hold interests in companies that could, from time to time, compete with us and they may, from to time, make significant investments in companies that could compete with us.

We may become subject to taxation in Bermuda, which would have a material adverse effect on our business, results of operations and financial condition.

We have received a written assurance from the Bermuda Minister of Finance under The Exempted Undertaking Tax Protection Act 1966 of Bermuda to the effect that if there is enacted in Bermuda any legislation imposing tax computed on profits or income, or computed on any capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance tax, then the imposition of any such tax shall not be applicable to us or to any of our operations or common shares, debentures or other obligations until March 28, 2016, except in so far as such tax applies to persons ordinarily resident in Bermuda or is payable by us in respect of real property owned or leased by us in Bermuda. We cannot assure you that a future Minister would honor that assurance, which is not legally binding, or that after such date we would

not be subject to any such tax. If we were to become subject to taxation in Bermuda, it could have a material adverse effect on our business, results of operations and financial condition.

Risks Related to this Offering

Sales of common shares eligible for future sale may cause the market price of our common shares to decline significantly, even if our business is doing well.

The market price of our common shares could decline as a result of sales of a large number of common shares in the market after this offering or the perception that these sales could occur. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. Upon consummation of this offering, we will have common shares outstanding (approximately if the underwriters exercise their option to purchase additional common shares in full). Of these shares, the common shares offered hereby will be freely tradable without restriction in the public market, unless purchased by our affiliates.

Following this offering, General Atlantic, Oak Hill, GE and Wachovia will beneficially own in the aggregate approximately common shares, representing approximately % of our outstanding common shares. Such shareholders will be able to sell their common shares in the public market from time to time without registering them, subject to the lock-up period described below, and subject to certain limitations on the timing, amount and method of those sales imposed by Rule 144 under the Securities Act of 1933, as amended. If any of these shareholders were to sell a large number of their common shares, the market price of our common shares could decline significantly. In addition, the perception in the public markets that sales by them might occur could also adversely affect the market price of our common shares.

In connection with this offering, the aforementioned shareholders, our directors and our executive officers have each agreed to enter into a lock-up agreement and thereby be subject to a lock-up period, meaning that they and their permitted transferees will not be permitted to sell any of their common shares without the prior consent of the underwriters for 180 days after the date of this prospectus. Although we have been advised that there is no present intention to do so, the underwriters may, in their sole discretion and without notice, release all or any portion of the common shares from the restrictions in any of the lock-up agreements described above.

Pursuant to these agreements, these holders will have the right, subject to certain conditions, to require us to file registration statements covering common shares (including restricted shares and common shares issuable upon the exercise of currently outstanding options) which they will own upon consummation of this offering or to include those common shares and additional common shares in registration statements that we may file for ourselves or other shareholders. Following their registration and sale under the applicable registration statement, those shares will become freely tradable. By exercising their registration rights and selling a large number of common shares, these holders could cause the price of our common shares to decline. In addition, options to purchase common shares will be outstanding upon consummation of this offering. Moreover, following this offering, we intend to file a registration statement under the Securities Act registering common shares reserved for issuance under our equity incentive plans and common shares held for resale by our existing shareholders that were previously issued under our equity incentive plans. Such further issuance and resale of our common shares could cause the price of our common shares to decline.

Also, in the future, we may issue our securities in connection with investments and acquisitions. The amount of our common shares issued in connection with an investment or acquisition could constitute a material portion of our then outstanding common shares.

We do not intend to pay dividends in the foreseeable future.

We have never declared or paid any cash dividends on our common shares, other than dividends paid by the predecessor to GE in the 2004 Reorganization. For the foreseeable future, we intend to retain any

earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our common shares. Our ability to pay dividends is also subject to restrictive covenants contained in our credit facility agreement governing indebtedness we and our subsidiaries have incurred or may incur in the future.

Any dividends paid to U.S. shareholders could be subject to tax at ordinary income rates.

The maximum U.S. tax rate on certain dividends paid to individuals is 15 percent through 2010. Legislation has been recently introduced that, if enacted in its present form, would deny to individuals the 15 percent tax rate on dividends received from a corporation located in a jurisdiction, like Bermuda, that lacks a comprehensive tax system. If this bill becomes law, dividends paid to U.S. shareholders, if any, could be subject to tax at ordinary income rates.

We are organized under the laws of Bermuda, and Bermuda law differs from the laws in effect in the United States and may afford less protection to shareholders.

Our shareholders may have more difficulty protecting their interests than would shareholders of a corporation incorporated in a state of the United States. As a Bermuda company, we are governed by the Companies Act 1981 Bermuda, as amended, or the Companies Act. The Companies Act differs in some material respects from laws generally applicable to U.S. corporations and shareholders, including the provisions relating to interested directors, mergers, amalgamations and acquisitions, takeovers, shareholder lawsuits and indemnification of directors. See "Description of Share Capital."

Generally, the duties of directors and officers of a Bermuda company are owed to the company only. Shareholders of Bermuda companies generally do not have rights to take action against directors or officers of the company and may only do so in limited circumstances. Officers of a Bermuda company must, in exercising their powers and performing their duties, act honestly and in good faith with a view to the best interests of the company and must exercise the care and skill that a reasonably prudent person would exercise in comparable circumstances. Directors have a duty not to put themselves in a position in which their duties to the company and their personal interests may conflict and also are under a duty to disclose any personal interest in any contract or arrangement with the company or any of its subsidiaries. If a director or officer of a Bermuda company is found to have breached his or her duties to that company, he may be held personally liable to the company in respect of that breach of duty. A director may be liable jointly and severally with other directors if it is shown that the director knowingly engaged in fraud or dishonesty. In cases not involving fraud or dishonesty, the liability of the director will be determined by the Bermuda courts on the basis of their estimation of the percentage of responsibility of the director for the matter in question, in light of the nature of the conduct of the director and the extent of the causal relationship between his or her conduct and the loss suffered.

In addition, our bye-laws contain a broad waiver by our shareholders of any claim or right of action, both individually and on our behalf, against any of our officers or directors. The waiver applies to any action taken by an officer or director, or the failure of an officer or director to take any action, in the performance of his or her duties, except with respect to any matter involving any fraud or dishonesty on the part of the officer or director or to recover any gain, personal profit or advantage to which such officer or director is not legally entitled. This waiver limits the right of shareholders to assert claims against our officers and directors unless the act or failure to act involves fraud or dishonesty. For a description of these restrictions, see "Description of Share Capital." In addition, the rights of our shareholders and the fiduciary responsibilities of our directors under Bermuda law are not as clearly established as under statutes or judicial precedent in existence in jurisdictions in the United States, particularly the State of Delaware. Therefore, our shareholders may have more difficulty protecting their interests than would shareholders of a corporation incorporated in a state within the United States.

There is no prior public market for our common shares and therefore we cannot assure you that an active trading market or any specific price for our common shares will be established.

Currently, there is no public trading market for our common shares. We have applied for approval to list our common shares on the New York Stock Exchange under the symbol "G." The initial public offering price per share was determined by agreement among us, the selling shareholders and the representatives of the underwriters and may not be indicative of the market price of our common shares after our initial public offering. An active trading market for our common shares may not develop and continue upon the completion of this offering and the market price of our common shares may decline below the initial public offering price.

Because the initial public offering price per share is substantially higher than our book value per share, purchasers in this offering will immediately experience a substantial dilution in net tangible book value.

Purchasers of our common shares will experience immediate and substantial dilution in net tangible book value per share from the initial public offering price per share. After giving effect to the sale of common shares in this offering, after deducting underwriting discounts, commissions and estimated offering expenses payable by us, and the application of the net proceeds therefrom, our as adjusted net tangible book value as of December 31, 2006 would have been $ million, or $ per share. This represents an immediate dilution in net tangible book value of $ per share to new investors purchasing common shares in this offering. For a calculation of the dilution purchasers in this offering will incur, see "Dilution."

The market price for our common shares may be volatile.

The market price for our common shares is likely to be highly volatile and subject to wide fluctuations in response to factors including the following:

•: actual or anticipated fluctuations in our quarterly operating results;
•: changes in financial estimates by securities research analysts;
•: changes in the economic performance or market valuations of other companies engaged in providing business process services;
•: loss of one or more significant clients;
•: addition or loss of executive officers or key employees;
•: regulatory developments in our target markets affecting us, our clients or our competitors;
•: announcements of technological developments;
•: sales or expected sales of additional common shares; and
•: terrorist attacks or natural disasters or other such events impacting countries where we or our clients have operations.

In addition, securities markets generally and from time to time experience significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may have a material adverse effect on the market price of our common shares.

You may be unable to effect service of process or enforce judgments obtained in the United States or Bermuda against us or our assets in the jurisdictions in which we or our executive officers operate.

We are organized under the laws of Bermuda, and a significant portion of our assets are located outside the United States. It may not be possible to enforce court judgments obtained in the United States against us in Bermuda or in countries, other than the United States, where we have assets based on the civil liability or penal provisions of the federal or state securities laws of the United States. In addition,

there is some doubt as to whether the courts of Bermuda and other countries would recognize or enforce judgments of United States courts obtained against us or our directors or officers based on the civil liability or penal provisions of the federal or state securities laws of the United States or would hear actions against us or those persons based on those laws. We have been advised by Appleby, our Bermuda counsel, that the United States and Bermuda do not currently have a treaty providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. Therefore, a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not based solely on United States federal or state securities laws, would not automatically be enforceable in Bermuda. Similarly, those judgments may not be enforceable in countries, other than the United States, where we have assets.

We will have broad discretion in how we use the proceeds of this offering and we may not use these proceeds effectively. This could affect our profitability and cause our share price to decline.

Our leadership team will have considerable discretion in the application of the net proceeds of this offering, and you will not have the opportunity, as part of your investment decision, to assess whether we are using the proceeds appropriately. We currently intend to use the net proceeds to repay term loan indebtedness outstanding under our credit facilities and for working capital and general corporate purposes. From time to time we will consider acquisitions or investments if a suitable opportunity arises, in which case a portion of the proceeds may be used to fund such an acquisition or investment. We have no commitments or understandings to make any such acquisition or investment. We have not yet finalized the amount of net proceeds that we will use specifically for each of these purposes. We may use the net proceeds for corporate purposes that do not improve our profitability or increase our market value, which could cause our share price to decline.

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that are based on current expectations, estimates, forecasts and projections about the industry in which we operate and our leadership team's beliefs and assumptions. Such statements include, in particular, statements about our plans, strategies and prospects under the headings "Prospectus Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business." Words such as "expect," "anticipate," "intend," "plan," "believe," "seek," "estimate," "could," "may," "shall," "will," "would" and variations of such words and similar expressions, or the negative of such words or similar expressions, are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements, including as a result of risks discussed under the heading "Risk Factors." These forward-looking statements include, but are not limited to, statements relating to:

•: our ability to retain existing clients and contracts;
•: our ability to win new clients and engagements;
•: the expected value of the statements of work under our master service agreements;
•: our beliefs about future trends in our market;
•: expected spending on business process services by clients;
•: our rate of employee attrition;
•: foreign currency exchange rates;
•: our effective tax rate; and
•: competition in our industry.

All forward-looking statements involve risks and uncertainties. The occurrence of the events described, and the achievement of the expected results, depend on many events, some or all of which are not predictable or within our control. Actual results may differ materially from expected results.

Factors that may cause actual results to differ from expected results include, among others:

•: our limited operating history and our ability to grow our business and effectively manage growth and international operations while maintaining effective internal controls;
•: our relative dependence on GE;
•: our ability to hire and retain enough qualified employees to support our operations;
•: our dependence on favorable tax legislation and tax policies that may be amended in an adverse manner to us or be unavailable to us in future;
•: increases in wages in locations in which we have operations;
•: restrictions on visas for our employees traveling to North America and Europe;
•: our ability to retain senior management;
•: our dependence on revenues derived from clients in the United States;
•: the selling cycle for our client relationships;
•: our ability to maintain pricing and asset utilization rates;

•: fluctuations in exchange rates between U.S. dollars, euros, pounds sterling, renminbi, yen and Indian rupees;
•: our ability to attract and retain clients and our ability to develop and maintain client relationships based on attractive terms;
•: legislation in the United States or elsewhere that adversely affects the performance of business process services offshore;
•: increasing competition in our industry;
•: telecommunications or technology disruptions or breaches, or natural or other disasters;
•: our ability to protect our intellectual property and the intellectual property of others;
•: regulatory, legislative and judicial developments, including the withdrawal of governmental fiscal incentives;
•: the international nature of our business
•: technological innovation;
•: unionization of any of our employees;
•: political or economic instability in countries where we have operations;
•: worldwide political, economic and business conditions; and
•: our ability to successfully consummate or integrate strategic acquisitions.

All future written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except as required under the federal securities laws and the rules and regulations of the SEC, we undertake no obligation, and specifically decline any obligation, to update publicly or revise any forward-looking statements after we distribute this prospectus, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this prospectus might not occur.

See the section titled "Risk Factors" for a more complete discussion of these risks and uncertainties and for other risks and uncertainties. These factors and the other risk factors described in this prospectus are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could harm our results. Consequently, actual results or developments anticipated by us may not be realized or, even if substantially realized, may not have the expected consequences to, or effects on, us. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements.

USE OF PROCEEDS

We estimate that we will receive approximately $ million in net proceeds from this offering, based on an assumed initial public offering price of $ per share, which is the mid-point of the range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriters' option to purchase additional shares in this offering is exercised in full, we estimate that our net proceeds will be approximately $ million. We will not receive any proceeds from common shares sold by the selling shareholders.

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share would increase (decrease) the net proceeds to us from this offering by $ million, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us and assuming no other change to the number of common shares offered by us as set forth on the cover page of this prospectus. If the underwriters' option to purchase additional common shares in this offering is exercised in full we estimate that our net proceeds will be approximately $ million. We will not receive any proceeds from common shares sold by the selling shareholders.

We intend to use approximately $ million of the net proceeds from this offering to repay term loan and revolving loan indebtedness outstanding under our credit facilities. We plan to use the remainder of the net proceeds for working capital and general corporate purposes. From time to time we will consider acquisitions or investments if a suitable opportunity arises in which case a portion of the proceeds may be used to fund such an acquisition or investment. We have no current commitments or understandings to make any such acquisition or investment. Pending such uses, we may invest the net proceeds from this offering in short-term investments.

As of March 31, 2007, we had a total of $133 million principal amount of term loan indebtedness outstanding under our credit facility, which was incurred in 2004 to finance in part the 2004 Reorganization. Such indebtedness has quarterly repayment dates with a final maturity date in 2011 and bears interest at a variable rate based upon LIBOR. As of March 31, 2007, we had a total of $103.4 million principal amount of short-term loan indebtedness outstanding under our revolving credit facility. At March 31, 2007, the weighted average interest rate on our indebtedness outstanding under our credit facility was 6.125%. Following the application of the net proceeds from this offering, we expect that our credit facility will consist of only an undrawn revolving credit facility.

DIVIDEND POLICY

We have never declared or paid any dividends on our common shares, other than dividends paid by the predecessor to GE in 2004. We currently intend to retain all of our future earnings, if any, to finance the growth and development of our business. In addition, our ability to declare and pay cash dividends is restricted by our credit facility. As a result, we do not anticipate declaring or paying any cash dividends on our common shares in the foreseeable future. Any future change in our dividend policy will be made at the discretion of our board of directors and will depend on our financial condition, results of operations, cash flows, capital requirements, any contractual restrictions on the payment of dividends and other factors our board of directors deems relevant. Accordingly, you will need to sell your common shares to realize a return on your investment, and you may not be able to sell your common shares at or above the price you paid for them.

CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of December 31, 2006:

•

on an actual basis for GGH;

•

on a pro forma basis for Genpact Limited, assuming that the 2007 Reorganization was completed as of December 31, 2006; and

•

on a pro forma as adjusted basis, assuming the 2007 Reorganization and each of the following was completed as of December 31, 2006:

•: the sale of common shares in this offering at an assumed initial public offering price of $ , which is the mid-point of the price range set forth on the front cover of this prospectus; and
•: the application of a portion of the net proceeds received from this offering to repay indebtedness as described under "Use of Proceeds."

This table should be read in conjunction with "Prospectus Summary—The Company," "Use of Proceeds," "Selected Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the financial statements and accompanying notes included in this prospectus.

				As of December 31, 2006
				Actual			Pro Forma	Pro Forma As Adjusted
				(in millions, except share and per share data)
Cash and cash equivalents				$	35.4		$	$
Short-term borrowings					83.0
Long-term debt					143.0
Stockholders' equity:
	Preferred shares, actual: $31.00 par value per share, 6,095,736 shares authorized and outstanding; pro forma and pro forma as adjusted: $ par value, shares authorized, no shares outstanding				189.0
	Common shares, actual, $31.00 par value per share, 394,642 shares authorized and outstanding; pro forma and pro forma as adjusted: $ par value, shares authorized, shares outstanding pro forma and shares outstanding pro forma as adjusted(1)				12.2				(2	)
	Additional paid-in capital				482.8
	Retained earnings				6.0
	Accumulated other comprehensive income (losses)				(15.3	)
		Treasury stock, 20,056 common shares and 59,000 Cumulative Series A convertible preferred shares			(50.0	)

		Total stockholders' equity(3)			624.7

			Total capitalization	$	886.2		$	$

(1): Excludes (i) shares issued upon exercise of options during the period from , 2007 to , 2007 and (ii) shares issuable upon exercise of outstanding options and shares reserved for future issuance under our equity-based compensation plans. See "Management—Equity-Based Compensation Plans."

(2): A $1.00 increase (decrease) in the assumed initial public offering price of $ per share, would increase (decrease) each of additional paid-in capital, total shareholders' equity and total capitalization by $ million.
(3): The shareholders' equity of GGH consists of preferred shares and common shares. The preferred shares are convertible into common shares which have the same voting rights as the common shares. In the 2007 Reorganization, such preferred shares and common shares of GGH will be exchanged for common shares of Genpact Limited. See "Prospectus Summary—The Company."

DILUTION

If you invest in our common shares, your interest will be diluted to the extent of the difference between the initial public offering price per share of our common shares and the net tangible book value per share of our common shares after this offering. Dilution results from the fact that the per share initial public offering price of our common shares is in excess of the book value per share attributable to the existing shareholders for the presently outstanding common shares.

Our pro forma net tangible book value as of December 31, 2006, was approximately $ million, or $ per share of common shares (on a pro forma basis for the 2007 Reorganization). We determined pro forma net tangible book value per share as of December 31, 2006, by dividing the net tangible book value (total book value of tangible assets less total liabilities) of GGH determined after giving effect to the completion of the 2007 Reorganization by , the pro forma number of common shares outstanding as of December 31, 2006 after giving effect to the 2007 Reorganization.

After giving effect to the sale of common shares at an assumed initial public offering price of $ per share, the mid-point of the price range set forth on the front cover of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us in connection with this offering and giving effect to the use of the net proceeds of this offering as set forth in "Use of Proceeds," our pro forma net tangible book value as of December 31, 2006, would have been $ million, or $ per common share. This represents an immediate increase in net tangible book value per share of $ to existing shareholders and immediate dilution in net tangible book value per share of $ to new investors purchasing common shares in this offering. The following table illustrates this per share dilution:

Assumed initial public offering price per share			$
Pro forma net tangible book value per share as of December 31, 2006		$
	Increase in net tangible book value per share attributable to this offering	$

Pro forma net tangible book value per share after this offering			$
Dilution per share to new investors in this offering			$

The following table sets forth, as of December 31, 2006, on the pro forma basis described above, the number of common shares purchased from us, the total consideration paid to us and the average price per share paid to us by our existing shareholders and to be paid by new investors purchasing common shares in this offering, based on an assumed initial public offering price of $ per share, the mid-point of the price range set forth on the front cover of this prospectus, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us:

		Common Shares Purchased
					Total Consideration
					Total Consideration			Average Price Per Share
		Number	Percent		Amount	Percent		Average Price Per Share
Existing shareholders				%	$		%	$
New investors

	Total		100.0	%	$	100.0	%

If the underwriters exercise their over-allotment option in full, (1) the number of common shares held by existing shareholders will decrease to approximately % of the total number of common shares outstanding after this offering, and (2) the number of common shares held by new investors will increase to approximately % of the total number of common shares outstanding after this offering.

The discussion and tables in this section assume no exercise of outstanding share options. As of March 31, 2007, there were options outstanding to purchase a total of common shares at a weighted average price of $ per share. To the extent that any of these options are exercised, there may be further dilution to new investors.

SELECTED FINANCIAL AND OPERATING DATA

The table below presents our selected historical financial and certain operating data. Prior to December 30, 2004, our business was conducted through various entities and divisions that were wholly owned by GE. On December 30, 2004, in the 2004 Reorganization, GE transferred such operations to a newly formed entity, GGH, and sold a 60% interest in GGH to General Atlantic and Oak Hill. Therefore, the financial data for these operations, or our predecessor, as of and for the years ended December 31, 2004, 2003 and 2002, which are the periods prior to the 2004 Reorganization, are presented on a combined basis. The financial data as of and for the years ended December 31, 2006 and 2005, which are the periods after the 2004 Reorganization, are presented on a new basis of accounting and are not directly comparable to the data for 2004, 2003 and 2002.

You should read the selected financial data together with the financial statements included herein as well as "Capitalization", "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Prospectus Summary—The Company".

									Predecessor
			Year Ended December 31,
			2006			2005			2004		2003			2002
											(unaudited)			(unaudited)
			(dollars in millions, except per share data)
Statement of income data:
	Net revenues—GE		$	453.3		$	449.7		$	408.9	$	371.5		$	287.9
	Net revenues—Global Clients			158.3			42.2			20.3		10.2			7.1
	Other revenues			1.5			—			—		—			—

Total net revenues				613.0			491.9			429.1		381.7			295.0
Cost of revenue				360.9			304.0			263.6		245.2			192.1

Gross profit				252.2			187.9			165.5		136.5			102.9
Operating expenses:
Selling, general and administrative expenses				159.2			117.5			76.3		69.2			40.6
Amortization of acquired intangibles				41.7			47.0			—		—			—
Foreign exchange (gains) losses, net				13.0			12.8			7.3		(6.9	)		(2.0	)
Other operating income				(4.9	)		(6.2	)		—		—			—

Income from operations				43.2			16.9			81.9		74.2			64.3
Other income (expense), net				(9.2	)		(6.1	)		8.2		10.7			1.8

Income before income taxes				33.9			10.7			90.2		84.9			66.1
Income tax expense (benefit)				(5.9	)		(6.4	)		6.7		6.6			5.1

Net income			$	39.8		$	17.1		$	83.4	$	78.3		$	61.0

	Pro forma earnings per common share:
		Basic	$
		Diluted	$
	Pro forma weighted average common shares outstanding:
		Basic
		Diluted

							Predecessor
	As of December 31,
	2006		2005		2004		2003		2002
							(unaudited)		(unaudited)
	(dollars in millions)
Balance sheet data:
Cash and cash equivalents	$	35.4	$	44.7	$	49.8	$	15.0	$	13.3
Total assets		1,081.3		970.2		941.9		394.9		330.6
Long-term debt, including current portion		143.0		157.9		175.8		—		40.0
Total liabilities		456.6		378.2		318.9		121.6		137.7
Retained earnings		6.0		0.7		—		196.4		133.2
Total stockholders' equity		624.7		592.0		623.0		273.3		192.9
Total liabilities and stockholders' equity		1,081.3		970.2		941.9		394.9		330.6
Operating data (unaudited):
Employees at period end		26,060		19,532		16,031		15,279		14,696
Delivery Centers at period end		23		17		11		11		10

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion in conjunction with the audited and unaudited historical financial statements and the accompanying notes included in this prospectus, as well as the discussion under "Selected Financial Data." This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in or implied by any of the forward-looking statements as a result of various factors, including but not limited to those listed under "Risk Factors" and "Forward Looking Statements."

Overview

We manage business processes for companies around the world. We began in 1997 as the India-based captive business process services operation for General Electric Capital Corporation, or GE Capital, GE's financial services business. As the value of offshore outsourcing was demonstrated to the management of GE, it became a widespread practice at GE and our business grew in size and scope. We took on a wide range of complex and critical processes and we became a significant provider to many of GE's businesses, including Consumer Finance (GE Money), Commercial Finance, Insurance, Healthcare, Industrial, NBC Universal and GE's corporate offices.

Prior to December 30, 2004, the business of the Company was conducted through various entities and divisions of GE. On December 30, 2004, in a series of transactions we refer to as the "2004 Reorganization," GE reorganized these operations by placing them all under Genpact Global Holdings, a newly formed Luxembourg entity, and subsequently sold an indirect 60% interest in that entity to General Atlantic and Oak Hill. See "Prospectus Summary—The Company—The 2004 Reorganization." Following the 2004 Reorganization, on December 16, 2005, GE sold a portion of its equity in us to a subsidiary of Wachovia Corporation. As of December 31, 2006, GE owned approximately 29% of our equity, after giving effect to the conversion of preferred stock but excluding shares issuable pursuant to outstanding options.

We began actively pursuing business from Global Clients as of January 1, 2005. Since that time, we have succeeded in increasing our business and diversifying our revenue sources. As a result, our net revenues from Global Clients have increased from $20.3 million in 2004, to $42.2 million in 2005 and $158.3 million in 2006, representing a compound annual growth rate, or CAGR, of approximately 180%. See "—Classification of Certain Net Revenues" for an explanation of the classification of revenues related to businesses once owned by GE and subsequently sold.

During the same period, we increased our net revenues from GE. For the fiscal year 2004, our net revenues from GE were $408.9 million, which amount includes $23.8 million in revenues under a contract that was not assigned to us in connection with the 2004 Reorganization and from which we did not earn revenue after 2004, which we refer to as the Unassigned Revenues. See "—Classification of Certain Net Revenues." Our net revenues from GE excluding the Unassigned Revenues were $385.1 million in 2004, $449.7 million in 2005 and $453.3 million in 2006, respectively, representing a CAGR of approximately 8.5%.

Since we became an independent company, we have increased our business from both GE and Global Clients such that total net revenues (excluding the Unassigned Revenue) have increased from $405.4 million in 2004 to $491.9 million in 2005 and $613.0 million in 2006 representing a CAGR of 23.0%.

Our net revenues from Global Clients as a percentage of total net revenues (excluding the Unassigned Revenue) have increased from 5.0% in 2004 to 8.6% in 2005 and 25.8% in 2006.

Revenues. We earn revenues pursuant to contracts which generally take the form of a master service agreement, or MSA, which is a framework agreement that is then supplemented by statements of work, or SOWs. Our MSAs specify the general terms applicable to the services we will provide. They are typically for terms of five to seven years, although they may also have an indefinite term. In most cases they do not specify pricing terms or obligate the client to purchase a particular amount of services. We then enter into SOWs under an MSA, which specify particular services to be provided and the pricing terms. Most of our SOWs have terms of two to five years. We typically have multiple SOWs under any given MSA, and the terms of the SOWs vary depending on the nature of the services provided.

In connection with the 2004 Reorganization, we entered into an MSA with GE, which governs SOWs for the services we were then providing to GE as well as new SOWs entered into thereafter. Since January 1, 2005, we have entered into MSAs with more than 35 new Global Clients. Many of these relationships are at an early stage and we are just beginning to perform services for such clients. Therefore, while we believe we have significant opportunities under these contracts, we have only limited experience with which to judge the success of the terms we have established in such contracts.

We seek to develop long-term relationships with our clients. We believe that these relationships offer the greatest potential for benefits to our clients and to us as they create opportunities for us to provide a variety of services using the full range of our capabilities and to deliver continuous process improvement. We typically face a long selling cycle in securing a new client. It is not unusual for us to spend twelve months or more from the time we begin actively soliciting a new client until we begin to recognize revenues. Our sales efforts usually involve four phases. We may make an initial sales effort in response to an invitation by a client, a specific request for a proposal or at our own initiative. This may be followed by a second phase, during which we work with the client to determine the exact scope and nature of the required services, the proposed solutions and initial transition planning. It is typically only upon the completion of this second phase that a client would decide to retain us. A third phase follows which would involve negotiating the MSA, as well as the initial SOWs. This third phase would also involve detailed planning of the transition of the services as well as the transfer of the knowledge needed to implement the services under such SOWs. The final phase involves commencement of the work and ramping up to meet the agreed upon service levels.

We expend significant time and capital throughout all of these phases. We generally do not receive any revenues or reimbursement of costs until an MSA and one or more SOWs are signed, which as noted above usually occurs sometime in the third phase of the client development effort. We typically begin hiring employees specifically for the services to be provided to a client once the SOW for the services is signed. Because there is no certainty that a new client will retain us, and because the time involved in these initial phases is significant and unpredictable, we may incur expenses for a significant period of time without receiving any revenues.

All costs related to contract acquisition are expensed as incurred and classified as selling, general and administrative expenses. Once a contract is signed, we defer revenues from the transition of services to our Delivery Centers, as well as the related cost of revenue (to the extent of such deferred revenues). We recognize such deferred revenues and related cost of revenue over the period during which we expect to benefit from these costs, which is estimated to be three years.

We price our services under a variety of arrangements, including time and materials contracts and, to a lesser extent, fixed-price contracts. When services are priced on a time and materials basis, we charge the client based on full-time equivalent, or FTE, rates for the personnel who will directly perform the services. The FTE rates are determined on an annual basis, vary by category of service delivery personnel and are set at levels to reflect all our costs, including the cost of supervisory personnel and the allocable portion of other costs, and a margin. In some cases, time and materials contracts are based on hourly rates of the

personnel providing the services. Time and materials pricing does not require us to estimate the volume of transactions or other processes that the client expects us to operate.

A small portion of our revenues are derived from fixed-price contracts. Our profitability under a fixed-price contract, as compared to a time and materials contract, is more dependent on our ability to estimate the number of FTEs required to perform the services, the time required to complete the contract and the amount of travel and other expenses that will be incurred in performing that contract. Accordingly, while we may have an opportunity to realize a higher profit, our profitability under each of our fixed-price contracts could also be lower than we expect.

There are a variety of other aspects to our pricing of contracts, many of which represent options from which a client may choose, such as whether the client wants to provide for higher levels of business continuity planning or whether the client wants shared or dedicated support personnel and/or infrastructure. Under most of our MSAs, we are able to share a limited amount of inflation and currency exchange risk when services are priced on a time and materials basis. Many of our MSAs also provide that, under time and materials-based SOWs, we are entitled to retain a portion of certain productivity benefits we achieve, such as those resulting from being able to provide the same volume of services with fewer FTEs. However, some of our SOWs require certain minimum productivity benefits to be passed on entirely to our clients.

Once an MSA and related SOW are signed and production of services commences, our revenues and expenses increase as services are ramped up to the agreed upon level. In many cases, we may have opportunities to increase our margins over the life of an MSA and over the life of a particular SOW. This is due to a number of factors. Margins under an MSA can improve to the extent that the time and expense involved in negotiating additional SOWs, transitioning the processes to our Delivery Centers and starting up production are generally less with respect to additional services provided under an MSA than they are with respect to the initial services provided under that MSA. Margins under an MSA or an SOW can improve as a result of the realization of economies of scale as the volume of services increases or the achievement of productivity benefits. Thus, our more mature client relationships typically generate higher margins. A critical part of our strategy is therefore to expand relationships with our clients as a means to increase our overall revenues and improve our margins.

We follow a rigorous review process to evaluate all new business. Each new business proposal typically is reviewed twice by a committee that includes not only our business development and operational employees, but also members of our finance team. In this way, we try to ensure that contract terms meet our pricing and service objectives. See "Business—Our New Business Review Process."

Our MSA with GE is for a term ending December 31, 2013. Under this agreement, subject to certain specified adjustments, GE has agreed to provide a minimum annual volume commitment of $360 million for each of the six years beginning January 1, 2005, subject to certain potential adjustments or credits. Such minimum annual commitment is then reduced in a phased manner for the final three years of the agreement, to $270 million for 2011, $180 million for 2012 and $90 million for 2013. However, the actual level of services purchased in the last two years has exceeded such minimum. GE has the ability to carry forward surpluses of up to 10% of the excess purchases in any year against the minimum commitment requirements in the subsequent two years. The actual amount of purchases in any given year depends on decisions by a variety of business units, and represents the sum of services ordered under more than 1,500 SOWs. Our pricing arrangements with GE vary by SOW and include some time and materials contracts and some fixed price contracts. Because of our long-term relationship with GE, the negotiation and implementation of new SOWs often occurs in less time than that required for a new client. Our business from GE comes from a variety of GE's businesses and decisions to use our services are currently, as a general matter, made by a number of people within GE. Therefore, although some decisions may be made centrally at GE, the total level of business we receive generally depends on the decisions of the various operating managers of such businesses. In addition, because our business from GE is derived from a variety of businesses within GE, our exposure to GE is diversified in terms of industry risk. See "Risk

Factors—GE accounts for a significant portion of our revenues and any loss of business from, or change in our relationship with, GE could have a material adverse effect on our business, results of operations and financial condition" and also "Certain Relationships and Related Party Transactions—Our Master Services Agreement with GE."

Our MSA with Genworth provides a minimum volume commitment of $24 million per year through 2009 and declining amounts per year thereafter through 2012. Most of our other MSAs do not obligate the client to purchase a specified amount of services. The volume of services provided to Global Clients thus depends on the commitments under individual SOWs.

Reimbursements of out-of-pocket expenses received from clients, consisting principally of travel expenses, have been included as part of net revenues from services. Net revenues represent revenues less certain business taxes we pay in Hungary and China.

Classification of certain net revenues. Our net revenues are classified as net revenues from a significant shareholder (which is GE), net revenues from Global Clients and other net revenues. Net revenues from Global Clients consist of revenues from services provided to all clients other than GE and the companies in which GE owns 20% or more of the stock. Revenues from Global Clients in 2005 and 2006 include revenues from two former GE-owned insurance businesses. These businesses were wholly-owned by GE in the beginning of 2004, but GE gradually divested its interest in these businesses in 2004, 2005 and 2006. After GE ceased to own at least 20% of such businesses, we began to treat the revenues from those businesses as Global Client net revenues, in each case from the date that GE ceased to be a 20% shareholder. Those two businesses generated total revenues of $42.0 million in 2004, all of which were classified as GE revenues; a total of $47.4 million in 2005, of which $44.8 million were GE revenues and $2.6 million were Global Client revenues; and a total of $46.4 million in 2006, of which $7.0 million were GE revenues and $39.3 million were Global Client revenues. We have continued to perform services for such businesses following their divestiture by GE even though they were not obligated by the GE MSA to continue to use our services. We entered into new MSAs with respect to one such business following its divestment by GE and agreed with the other to continue to work pursuant to the terms agreed to by GE.

In addition, our income statement for the year ended December 31, 2004 includes $23.8 million of revenues pursuant to a contract with a division of GE which was not assigned to GGH in the 2004 Reorganization. We refer to such 2004 revenues as the "Unassigned Revenues," because we did not continue to receive revenues under this contract following the 2004 Reorganization. After giving effect to the exclusion of the Unassigned Revenues, our net revenues for 2004 were $405.4 million and our net revenues from GE for such period were $385.1 million.

In addition to our revenues from GE and our revenues from Global Clients, our Genpact Mortgage Services subsidiary had $1.5 million in revenues in 2006 from interest income on mortgage loans that it funded directly and held for sale, typically on a short-term basis. The primary activity of this subsidiary, which we acquired in 2006, consists of mortgage loan application processing for mid-size financial institutions. Funding and secondary remarketing of loans is not part of our business plan for this unit, and from June 1, 2007 we will cease funding new mortgage loans. We will continue to have a limited obligation until November 30, 2007 to repurchase remarketed mortgage loans that are in default.

Expenses. Personnel expenses are the major component of both our cost of revenue and selling, general and administrative expenses. Personnel expenses include salaries and benefits as well as costs related to recruiting, training and retention. Our industry is labor intensive. Wage levels in the countries in which our Delivery Centers are located have increased in recent years and we expect such increases to continue for the foreseeable future. We attempt to address the impact of wage increases, and pressures to increase wages, in a number of ways, which include seeking to control entry-level wages, managing our attrition rate, and delivering productivity. We try to control increases in entry-level wages by implementing innovative recruiting policies, emphasizing training and promotion opportunities and maintaining an attractive work atmosphere and company culture. We have succeeded at keeping our entry-level wages in India, where most of our employees are located, at a relatively constant level for the past three years, but

there is no assurance we can continue to do so. See "Risk Factors—Wage increases in the countries in which we have operations may prevent us from sustaining our competitive advantage and may reduce our profit margin." Effective training allows us to expand the pool of potential applicants and to upgrade our employees' skill levels so that employees may take on higher value-added tasks over time. By emphasizing training and promotion, we seek to create opportunities for employees to increase their salaries without increasing wage scales. In planning our expansion of capacity, we look for locations that help us ensure global delivery capability while helping us control average salary levels. In India and elsewhere where we may open multiple locations, we try to expand into cities where competition for personnel and wage levels may be lower than in more developed cities. In addition, under some of our contracts we have the ability to share with our clients a portion of any increase in costs due to inflation. Nevertheless, despite these steps, we expect general increases in wage levels in the future which could adversely affect our margins. A significant increase in attrition rates would also increase our recruiting and training costs and decrease our operating efficiency, productivity and profit margins. Increased attrition rates or increased pricing may also cause some clients to be less willing to use our services. See "Risk Factors—Wage increases in the countries in which we have operations may prevent us from sustaining our competitive advantage and may reduce our profit margin."

Personnel expenses includes compensation, benefits and share options, and are allocated between cost of revenue and selling, general and administrative expenses based on the classification of the employee. Personnel expenses for employees who are directly responsible for performance of services, their supervisors and certain support personnel who may be dedicated to a particular client are included in cost of revenue. Personnel expenses for senior management employees who are not dedicated to a particular client, business development personnel and other personnel involved in support functions are included in selling, general and administrative expenses.

Our operational expenses include facilities maintenance expenses, travel and living costs, communications expenses and other costs. Travel and living costs, which represent the costs of travel, accommodation and meals of employees while traveling for business, are allocated between cost of revenue and selling, general and administrative expenses based on the allocation of the personnel expenses of the employee incurring such costs. Facilities maintenance, certain communication costs and certain other operational costs are allocated between cost of revenue and selling, general and administrative expenses in the same proportions as the allocation of our employees by headcount. Our depreciation and amortization expense is similarly allocated by headcount.

Cost of revenue. The principal component of cost of revenue is personnel expenses. We include in cost of revenue all personnel expenses for employees who are directly responsible for the performance of services, their supervisors and certain support personnel who may be dedicated to a particular client.

The operational expenses included in cost of revenue include a portion of our facilities maintenance expenses, travel and living expenses, communication expenses and certain other expenses. As noted above, facilities maintenance expenses, certain communication expenses and certain other expenses are allocated between cost of revenue and selling, general and administrative expenses based on headcount. Travel and living expenses are included in cost of revenue if the personnel expenses for the employee incurring such expense is included in cost of revenue. The operational expenses component of cost of revenue also includes consulting charges, which represent the cost of third-party software and other consultants that we may retain for particular services. Cost of revenue also includes a portion of our depreciation and amortization expense, which is allocated between cost of revenue and selling, general and administrative expenses based on headcount.

The ratio of cost of revenue to revenues for any particular SOW or for all SOWs under an MSA is typically higher in the early periods of the contract or client relationship than in later periods. This is because the number of supervisory and support personnel relative to the number of employees who are performing services declines. It is also because we may retain a portion of the benefit of productivity increases realized over time.

Selling, general and administrative expenses. Our selling, general and administrative, or SG&A, expenses are primarily comprised of personnel expenses for senior management, business development personnel and other support personnel who are not dedicated to particular clients. The operational costs component of SG&A expenses includes travel and living costs for such personnel, as well as a portion of our total facilities maintenance expenses, certain communication expenses and certain other expenses. Such portion of such costs is equal to the percentage of our total employees, by headcount, whose compensation cost is classified as SG&A expenses. The operational costs component of SG&A expenses also includes professional fees, which represent the costs of third party legal, tax, accounting and other advisors. SG&A expenses also include a portion of our depreciation and amortization expense, which is allocated between cost of revenue and selling, general and administrative expenses based on headcount.

The percentage of net revenue represented by our SG&A expenses increased significantly in 2005 and 2006 in connection with the separation of our company from GE and the expansion and diversification of our client base. As discussed above, since January 1, 2005, we have incurred significant expenses to expand the various administrative and support functions we needed to operate as an independent company. Since our separation from GE, we also significantly enhanced our business development capabilities. In many areas, we scaled up our operations in advance of securing new business, so that we would have the infrastructure and support capable of managing the new business. As a public company, we will also incur expenses in relation to compliance with the provisions of the United States securities laws, including in particular the Sarbanes-Oxley Act of 2002, as well as stock exchange requirements, which will be included as SG&A expenses.

Foreign exchange (gains) losses, net. Foreign exchange (gains) losses, net, consists of gain or loss on derivative contracts that hedge our foreign currency exposure and foreign currency transaction gains or losses. See note 2(j) of the notes to the Consolidated Financial Statements. See "—Quantitative and Qualitative Disclosures about Market Risk—Foreign Currency Risk."

Approximately 85% of our revenues were paid in U.S. dollars in fiscal 2006. We also received payments in euros, U.K. pounds sterling and Japanese yen. Our costs are primarily in Indian rupees, as well as in U.S. dollars, Chinese renminbi and the currencies of the other countries in which we have operations. While many of our contracts provide for limited sharing of the risk of inflation and fluctuations in currency exchange rates, we bear a substantial part of this risk, and therefore our operating results could be negatively affected by adverse changes in wage inflation rates and foreign currency exchange rates. See discussion of wage inflation under "—Expenses" above. We enter into forward currency contracts to hedge most of our Indian rupee-U.S. dollar and our Chinese renminbi-Japanese yen currency exposure, which are generally designed to qualify for hedge accounting. However, our ability to hedge such risks is limited by local law, the liquidity of the market for such hedges and other practical considerations. Thus, our results of operations may be adversely affected if we are not able to enter into the desired hedging arrangements or if our hedging strategies are not successful. Our foreign exchange (gains) losses, net, includes realized gain or loss on derivative contracts that qualify for hedge accounting and mark to market gain or loss on other derivatives. The effective portion of the mark to market gains and losses on qualifying hedges is deferred and recorded as a component of accumulated other comprehensive income until the transactions occur and is then recognized in the consolidated statements of income. Typically, with respect to the hedged portion of our Indian rupee-U.S. dollar exposure, and to a lesser extent with other currency exposures, the effect of foreign exchange rate fluctuations in a given period on our cost of revenue and selling, general and administrative expenses may be offset to the extent we are hedged by the effect on our foreign exchange (gains) losses, net. For example, an appreciation of the Indian rupee relative to the U.S. dollar may cause our costs relative to our net revenues to increase, but we may realize a foreign exchange gain when our hedges with respect to such cash flows are terminated.

Other income (expense). Other income (expense), net consists primarily of interest expense on indebtedness. It also includes realized and unrealized gain or loss on interest rate swaps. We have entered into interest rate swaps with respect to the floating rate interest exposure on our long-term debt. Other income (expense) also includes interest income on intercorporate deposits.

Income taxes. We are incorporated in Bermuda and have operations in many countries. Our effective tax rate has varied and will, in the future, vary from year to year based on the tax rate in our jurisdiction of organization, the geographical source of our revenues and the tax rates in those countries, the tax relief and incentives available to us and the financing and tax planning strategies employed by us.

Luxembourg taxes. Since December 30, 2004, our parent company, Genpact Global Holdings, or GGH, has been organized in Luxembourg, as an investment company in risk capital, in the form of a private limited liability company or SICAR S.à.r.l. under the law dated June 15, 2004 of the Grand Duchy of Luxembourg, or the SICAR law. Under the SICAR law, GGH is not subject to income tax on any income attributable to its investments in its subsidiaries and other income attributable to investments in risk capital and is not required to withhold any taxes on distributions paid to its shareholders. Our parent company will be organized in Bermuda upon the consummation of the 2007 Reorganization. See "Prospectus Summary—The Company—The 2007 Reorganization." Bermuda does not impose any income tax on us.

Indian taxes. Under the Indian Income Tax Act, 1961, our Delivery Centers in India, from which we derived 66% of our revenues in 2006, benefit from a ten-year holiday from Indian corporate income taxes in respect of their export income, as defined in the legislation. This holiday is available for a period of ten consecutive years beginning in the year in which each Delivery Center commenced operations, but in no case extending beyond March 31, 2009. Our Indian operations began taking advantage of the tax holiday in the Indian fiscal year ended March 31, 1998, with additional Delivery Centers added in subsequent years. Consequently, the tax holiday expires with respect to our Indian operations beginning with the year ended March 31, 2007 and through the year ending March 31, 2009.

As a result of the tax holiday, our income tax expense with respect to our Indian operations in 2006 was $0.6 million and was also minimal in prior years. In the absence of this tax holiday, income derived from our India operations would be taxed up to the maximum tax rate generally applicable to Indian enterprises which, as of December 31, 2006, was 33.66%. This would have resulted in substantially higher income tax expense than we actually incurred. The tax holiday enjoyed by our Delivery Centers in India expires in stages, on March 31 in each of 2007 (in respect of approximately 35% of our Indian operations), 2008 (in respect of approximately 15% of our Indian operations) and 2009 (in respect of the balance of our Indian operations), depending in each case on when each Delivery Center commenced operations. When our Indian tax holiday expires or terminates, our Indian tax expense will materially increase and thus our after-tax profitability will be reduced, unless we can obtain comparable benefits under new legislation or otherwise reduce our tax liability.

The SEZ legislation introduced a separate new 15-year tax holiday scheme for operations established in designated special economic zones, or SEZs. Under the SEZ legislation, qualifying operations are eligible for a deduction from taxable income equal to (i) 100% of their profits or gains derived from the export of services for the first five years from the commencement of operations; (ii) 50% of such profits or gains for the next five years; and (iii) 50% of such profits or gains for a further five years, subject to the creation of a "Special Economic Zone Re-investment Reserve Account," to be utilized only for acquiring new plant or machinery, or for other business purposes not including the distribution of dividends. This holiday is available only for new business operations that are conducted at qualifying SEZ locations and is not available to operations formed by splitting up or reconstructing existing operations or transferring existing technology infrastructure to new locations. See "Risk Factors—Over the next few years we will lose certain tax benefits provided by India to companies in our industry and it is not clear whether new tax policies will provide equivalent benefits and incentives."

We are currently in the process of establishing, subject to regulatory approvals, new Delivery Centers in four cities in India that would be eligible for these benefits. We do not presently know what percentage of our operations or income in India will be eligible for a tax holiday under the SEZ legislation, as it will depend on how much of our business can be conducted at the qualifying locations, and on how much of

such business is considered new business under the SEZ legislation. Also, because this is new legislation that is in the process of being implemented, there is continuing uncertainty as to the interpretation of the law and the ability to obtain the required governmental and regulatory approvals. This uncertainty may delay implementation of our proposed SEZ sites. In view of the above, we expect that our effective tax rate will increase over the next few years and that such increase may be material.

The Government of India has recently proposed levying a fringe benefit tax on the exercise of share options granted to employees based in India. As currently proposed, this tax would be payable by the issuers of the share options and recoverable at the option of the company from the employees. We are analyzing the consequences of this proposed levy upon our Indian operations, including the applicability to existing outstanding options. If the legislation is enacted and this tax is imposed and is not recoverable from our employees, our business, results of operations and financial condition could be materially and adversely effected.

Transfer Pricing. We have transfer pricing arrangements among our subsidiaries involved in various aspects of our business, including operations, marketing, sales and delivery functions. U.S. and Indian transfer pricing regulations, as well as the regulations applicable in the other countries in which we operate, require that any international transaction involving affiliated enterprises be made on arm's-length terms. We consider the transactions among our subsidiaries to be on arm's-length pricing terms. If, however, a tax authority in any jurisdiction reviews any of our tax returns and determines that the transfer prices we have applied are not appropriate, or that other income of our affiliates should be taxed in that jurisdiction, we may incur increased tax liability, including accrued interest and penalties, which would cause our tax expense to increase, possibly materially, thereby reducing our profitability and cash flows.

Other taxes. We have operating subsidiaries in other countries, including China, Hungary, Mexico, the Netherlands, the Philippines, Romania, Spain, the United Kingdom and the United States, as well as sales and marketing subsidiaries in certain jurisdictions including the United States and the United Kingdom, which are subject to tax in such jurisdictions. We have moved certain of our marketing operations from Luxembourg to the United States effective January 31, 2007, which may result in an increase in taxes on income attributable to such operations.

The Government of China has recently enacted amendments to the tax laws applicable to our operations that would increase the applicable tax rate from 15% to 25%, subject to certain grandfathering provisions. Depending upon the final application of these proposals and the growth of our business in China, the effect on our overall tax rate could be material.

Our ability to repatriate surplus earnings from our Delivery Centers in a tax-efficient manner is dependent upon interpretations of local law, possible changes in such laws and the renegotiation of existing double tax avoidance treaties. Changes to any of these may adversely affect our overall tax rate.

Tax audits. Our tax liabilities may also increase, including due to accrued interest and penalties, if the applicable income tax authorities in any jurisdiction, during the course of any audits, were to disagree with any of our tax return positions. Through the period ended December 30, 2004, we have an indemnity from GE for any additional taxes attributable to periods prior to the 2004 Reorganization.

The 2004 Reorganization

As noted above, the 2004 Reorganization was consummated on December 30, 2004, pursuant to which we became an independent company. The 2004 Reorganization has been accounted for under the purchase

method under SFAS 141 Business Combination which resulted in a new basis of accounting. The total purchase consideration was $780 million. The allocation of the total consideration to the fair values of the net assets acquired resulted in goodwill of $485.2 million and intangible assets of $223.5 million. The intangible assets are being amortized over periods ranging from 1-10 years. As a result, for periods after December 31, 2004, we have had, and will continue to have, significant non-cash charges related to the amortization of such intangible assets. See notes 1 and 10 of the notes to the Consolidated Financial Statements.

In connection with the 2004 Reorganization, we incurred indebtedness of $180 million, of which $156.9 million was paid to various GE entities to acquire the operations in India, Mexico, China, the United States and elsewhere that then constituted our business.

Prior to the 2004 Reorganization, the financial statements of the various entities were presented on a combined basis as all the entities were under the common control of GE. Because the application of purchase accounting in connection with the 2004 Reorganization created a new basis of accounting, the financial statements and financial data in this prospectus for periods prior to the 2004 Reorganization are not directly comparable to those for periods after December 31, 2004. See also note 1 of the notes to the Consolidated Financial Statements.

Acquisitions

From time to time we may make acquisitions or engage in other strategic transactions if suitable opportunities arise, and we may use cash, securities or other assets as consideration. In March 2007, we acquired ICE Enterprise Solutions B.V., or ICE, (now called Genpact Netherlands B.V.) for cash consideration of euro 11.7 million and 7,973 common shares. We will be obligated to pay the sellers of ICE an additional cash amount in 2009 not to exceed euro 15.6 million if certain profitability targets are met. In August 2006, we acquired MoneyLine Lending Services, Inc., or MoneyLine, (now called Genpact Mortgage Services), a provider of mortgage origination and fulfillment services, for cash consideration of approximately $14.3 million. We will be obligated to pay the sellers of MoneyLine an additional cash amount in 2008 not to exceed $10 million if certain revenue and profitability targets are met. In August 2005, we acquired all the outstanding capital stock of Creditek Corporation, which provided us with an order-to-cash and receivables management business, for cash consideration of approximately $14.4 million. All three acquisitions were accounted for under the purchase method of accounting and, accordingly, the results of operations of these acquisitions are reflected in our financial statements from the respective dates of acquisition.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon the financial statements included in this prospectus, which have been prepared in accordance with U.S. GAAP. The notes to the financial statements contain a summary of our significant accounting policies. Set forth below are our critical accounting policies under U.S. GAAP.

Revenue recognition. As discussed above, we derive revenues from our services which are provided on a time and materials and a fixed-price basis. Revenues derived from time-and-materials contracts are recognized as the related services are performed. In the case of fixed-price contracts, including those for application maintenance and support services, revenues are recognized ratably over the term of the contracts. Revenues with respect to fixed-price contracts for development of software are recognized on a percentage of completion basis. This method of revenue recognition has been used because management considers this to be the best available measure of progress on these contracts as there is a direct relation between input and productivity.

For our time and materials contracts, we generally do not recognize revenue until an MSA or SOW are signed. If we receive a cash payment in respect of services prior to the time a contract is signed, we recognize this as an advance from a client until such time as the contract is signed, when it becomes revenue.

We defer the revenues that are for the transition of services to our Delivery Centers (which revenues may include reimbursement of transition costs) and the related costs (up to the extent of the deferred revenues) over the period during which we expect to benefit from these costs, which is estimated to be three years.

Our accounts receivable include amounts for services that we have performed and for which an invoice has not yet been issued to the client. We follow a 30-day billing cycle and, as such, there may be at any point in time up to 30 days of revenues which we have accrued but not yet billed.

Business combinations, goodwill and other intangible assets. Statement of Financial Accounting Standards (SFAS) No. 141, Business Combinations requires that the purchase method of accounting be used for all business combinations. SFAS No. 141 specifies criteria as to intangible assets acquired in a business combination that must be recognized and reported separately from goodwill. In accordance with SFAS No. 142, Goodwill and Other Intangible Assets, all assets and liabilities of the acquired businesses including goodwill are assigned to reporting units.

Goodwill represents the cost of the acquired businesses in excess of the fair value of identifiable tangible and intangible net assets purchased. Goodwill is not amortized but is tested for impairment at least on an annual basis on September 30, relying on a number of factors including operating results, business plans and future cash flows. Recoverability of goodwill is evaluated using a two-step process. The first step involves a comparison of the fair value of a reporting unit with its carrying value. If the carrying amount of the reporting unit exceeds its fair value, the second step of the process involves a comparison of the fair value and carrying value of the goodwill of that reporting unit. If the carrying value of the goodwill of a reporting unit exceeds the fair value of that goodwill, an impairment loss is recognized in an amount equal to the excess. Goodwill of a reporting unit will be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount.

Intangible assets acquired individually, or with a group of other assets in a business combination, are carried at a cost less accumulated amortization based on their estimated useful lives as follows:

Customer-related intangible assets		3-10 years
Marketing-related intangible assets		1-5 years
Contract-related intangible assets		1 year

The intangible assets are amortized using a discounted cash flow method in each period which reflects the pattern in which their economic benefits are consumed or otherwise used up.

Derivative instruments and hedging activities. We enter into forward foreign exchange contracts to mitigate the risk of changes in foreign exchange rates on inter-company transactions and forecasted transactions denominated in foreign currencies. Certain of these transactions meet the criteria for hedge accounting as cash flow hedges under SFAS 133. Changes in the fair values of these hedges are deferred and recorded as a component of accumulated other comprehensive income until the hedged transactions occur and are then recognized in the statement of income. Changes in the fair value for other derivative contracts and the ineffective portion of hedging instruments are recognized in the statement of income of each period and are included in foreign exchange (gains) losses, net.

Income taxes. Under SFAS No. 109, deferred tax assets and liabilities were recognized for future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their tax bases and operating losses carried forward, if any. Deferred tax assets and liabilities were measured using legislatively enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates was recognized in income in the period that included the legislative enactment date. Deferred tax assets were recognized in full, subject to a valuation allowance that reduced the amount recognized to that which was more likely than not to be realized. In

assessing the likelihood of realization, we considered estimates of future taxable income. In the case of an entity which benefits from a corporate tax holiday, deferred tax assets or liabilities for existing temporary differences were recorded only to the extent such temporary differences were expected to reverse after the expiration of the tax holiday.

We also evaluate potential exposures related to tax contingencies or claims made by the tax authorities in various jurisdictions and determine if a reserve is required. A reserve is recorded if we believe that a loss is probable and the amount can be reasonably estimated. These reserves are based on estimates and subject to changing facts and circumstances considering the progress of ongoing audits, case law and new legislation. We believe that the reserves established are adequate in relation to any possible additional tax assessments.

Stock-Based compensation expense. Prior to January 1, 2006, we accounted for stock options granted under our stock option plan pursuant to the minimum value method of FASB Statement No. 123 "Accounting for Stock Based Compensation." Under this method, volatility is assumed to be zero and the option value is determined based on the expected term and the estimated rate of interest as reduced by the expected dividend yield.

Effective January 1, 2006, we adopted FASB Statement No. 123(R) which replaces Statement No. 123 and requires that all stock based compensation be recognized as an expense in the financial statements and that such cost be measured at the fair value of the award. We adopted this statement using the prospective method of application and therefore prior year financial statements were not restated. Compensation expense for stock options is recorded as part of cost of revenue and selling, general and administrative expenses depending on the classification of the compensation expense generally for the individual who received the options.

Results of Operations

The following table sets forth certain data from our income statement in absolute amounts and as a percentage of net revenues for the years ended December 31, 2004, 2005 and 2006.

		Year Ended December 31,
		2004				2005					2006
		(dollars in millions)
Net revenues—GE		$	408.9	95.3	%	$	449.7		91.4	%	$	453.3		73.9	%
Net revenues—Global Clients			20.3	4.7	%		42.2		8.6	%		158.3		25.8	%
Other revenues			—	—			—		—			1.5		0.2	%

	Total net revenues		429.1	100	%		491.9		100	%		613.0		100	%
Cost of revenue			263.6	61.4	%		304.0		61.8	%		360.9		58.9	%

Gross profit			165.5	38.6	%		187.9		38.2	%		252.2		41.1	%
Operating expenses
	Selling, general and administrative expenses		76.3	17.8	%		117.5		23.9	%		159.2		26.0	%
	Amortization of acquired intangible assets		—	—			47.0		9.6	%		41.7		6.8	%
	Foreign exchange (gains) losses, net		7.3	1.7	%		12.8		2.6	%		13.0		2.1	%
	Other operating income		—	—			(6.2	)	1.3	%		(4.9	)	0.8	%

Income from operations			81.9	19.1	%		16.9		3.4	%		43.2		7.0	%
Other income (expense), net			8.2	1.9	%		(6.1	)	1.2	%		(9.2	)	1.5	%

Income before income taxes			90.2	21.0	%		10.7		2.2	%		33.9		5.5	%
Income taxes expense (benefit)			6.7	1.6	%		(6.4	)	1.3	%		(5.9	)	1.0	%

Net income		$	83.4	19.4	%	$	17.1		3.5	%	$	39.8		6.5	%

Fiscal Year Ended December 31, 2006 Compared to Fiscal Year Ended December 31, 2005

Net revenues. Our net revenues increased by $121.2 million or 24.6%. This increase primarily resulted from increased net revenues from GE and Global Clients.

Net revenues from GE increased by $3.6 million or 0.8%. As described above under "—Classification of Certain Net Revenues," the two insurance businesses in which GE has ceased to be a 20% shareholder generated total net revenues of $47.4 million in 2005, of which $44.8 million was classified as GE net revenues and $2.6 million was classified as Global Client net revenues, and total net revenues of $46.4 million in 2006, of which $7.0 million was classified as GE net revenues and $39.3 million was classified as Global Client net revenues. Notwithstanding a reduction in GE net revenues resulting from this classification, our net revenues from GE increased primarily as a result of increases in the volume of services provided to GE. This was attributable primarily to entering into new SOWs and to a lesser extent increasing the volume of services provided under existing SOWs. While net revenues from GE grew in absolute terms, such revenues declined as a percentage of our total net revenues from 91.4% in 2005 to 73.9% in 2006, due to strong growth in our Global Client base.

Net revenues from Global Clients increased by $116.1 million or 274.9%. This increase resulted from revenues from several new clients with which we entered into MSAs in 2005. In addition, a portion of the overall increase (approximately $15.3 million) was attributable to the full year inclusion of the results of Creditek, which we acquired in August 2005 and which accounted for $7.5 million in net revenues in 2005. Approximately $3.3 million of net revenues were attributable to our acquisition of MoneyLine Lending Services, Inc. (now called Genpact Mortgage Services) in August, 2006. A portion was also related to GE ceasing to be a 20% shareholder in certain businesses as described above. As a percentage of total net revenues, net revenues from Global Clients increased from 8.6% in 2005 to 25.8% in 2006.

Cost of revenue. The following table sets forth the components of our cost of revenue in absolute amounts and as a percentage of net revenues:

	Year Ended December 31,
	2005				2006
	(dollars in millions)
Personnel expenses	$	186.8	38.0	%	$	223.4	36.4	%
Operational expenses		89.5	18.2	%		109.3	17.8	%
Depreciation and amortization		27.7	5.6	%		28.1	4.6	%

Cost of revenue	$	304.0	61.8	%	$	360.9	58.9	%

Cost of revenue increased by $56.9 million or 18.7%. As a percentage of net revenues, cost of revenue declined by 2.9%. The largest component of the increase in cost of revenues was personnel expenses which increased by $36.6 million, or 19.6%. Such increase reflected the general growth of our business. Personnel expenses as a percentage of net revenues declined from 38.0% in 2005 to 36.4% in 2006, which reflected the efficiencies in our workforce that we realized as we expanded our business.

In addition, operational expenses increased by $19.8 million. This increase reflected an increase in facilities management expenses due to the opening of new Delivery Centers, including dedicated Delivery Centers with excess capacity for new Global Clients in anticipation of performing additional services in the future for those clients. The operational expenses increases also reflected an increase in travel and living costs as a result of general volume growth. These increases were offset by a reduction in communications expenses as a result of a decline in overall telecommunications prices. As a percentage of net revenues, operational expenses decreased from 18.2% in 2005 to 17.8% in 2006.

As a result of the foregoing, our gross profit increased by $64.2 million or 34.2% and our gross margin increased from 38.2% in 2005 to 41.1% in 2006.

Selling, general and administrative expenses. The following table sets forth the components of our selling, general and administrative expenses in absolute amounts and as a percentage of net revenues:

	Year Ended December 31,
	2005				2006
	(dollars in millions)
Personnel expenses	$	70.9	14.4	%	$	107.1	17.5	%
Operational expenses		43.0	8.7	%		45.3	7.4	%
Depreciation and amortization		3.5	0.7	%		6.8	1.1	%

Selling, general and administrative expenses	$	117.5	23.9	%	$	159.2	26.0	%

Selling, general and administrative expenses increased by $41.7 million or 35.5%. This was primarily due to an increase in personnel expenses, which increased by $36.2 million or 51.1%. As a percentage of net revenues, SG&A expenses increased from 23.9% in 2005 to 26.0% in 2006 and personnel expenses increased from 14.4% in 2005 to 17.5% in 2006. These increases reflected the expenditures related to our efforts to expand and diversify our client base. In 2006, we continued to build the management and support capabilities we need to operate as an independent company and continued to build our business development function. Our results in 2006 reflected the full year effect of management, support and business development personnel hired at various times in 2005 as well as those hired in 2006.

The operational expenses component of SG&A expenses increased by $2.3 million. As a percentage of net revenues, such costs decreased from 8.7% in 2005 to 7.4% in 2006. The absolute increase reflected increases in facilities maintenance expenses, travel and living expenses and communications expenses. Depreciation and amortization expenses also increased in absolute terms and as a percentage of net revenues. The increase in operational expenses and depreciation and amortization expenses reflected general growth of the business, including the opening of new Delivery Centers to support future growth.

Amortization of acquired intangibles. In 2006, we continued to incur significant non-cash charges consisting of the amortization of acquired intangibles resulting from the 2004 Reorganization. Although such charges declined by $5.3 million compared to 2005, they remained substantial at $41.7 million or 6.8% of net revenues.

Foreign exchange (gains) losses, net. We realized a foreign exchange loss of $13.0 million in 2006 as a result of the movement of the Indian rupee against the U.S. dollar relative to our hedged position.

Other operating income. Other operating income, which consists of payments from GE for the use of our Delivery Centers and certain support functions for services that they manage and operate with their own employees, declined by $1.3 million in 2006. We do not recognize this amount as net revenues because GE manages and operates these services; however, our costs are included in cost of revenue and selling, general and administrative expenses.

Income from operations. As a result of the foregoing factors, income from operations increased by $26.3 million to $43.2 million. As a percentage of net revenues, income from operations was 3.4% in 2005 and 7.0% in 2006.

Other income (expense), net. Other expense, net increased by $3.1 million from $6.1 million in 2005 to $9.2 million in 2006, due to the amortization of debt issuance expenses in relation to the refinancing of the existing long-term debt. In 2006, we repaid a portion of our long-term debt in connection with a refinancing of our debt and terminated the swap. The repayment of our long-term debt also reduced our interest expense on long-term debt. However, our overall interest expense increased due to an increase in outstanding short-term debt.

Income before income taxes. As a result of the foregoing factors, income before income taxes increased by $23.2 million or from 2.2% of net revenues in 2005 to 5.5% of net revenues in 2006.

Income taxes. We booked a net benefit for income taxes in 2005 and 2006 in the amounts of $6.4 million and $5.9 million respectively. This net benefit is due principally to the fact that we have incurred losses (including losses attributable to the amortization of intangibles, and in 2005, to losses on derivatives) in jurisdictions where the statutory tax rate is higher than that applicable to most of our income, as a result of the application of tax holidays and other tax benefits.

Net income. As a result of the foregoing factors, net income increased by $22.7 million from $17.1 million in 2005 to $39.8 million in 2006. As a percentage of net revenues, our net income was 3.5% in 2005 and 6.5% in 2006.

Fiscal Year Ended December 31, 2005 Compared to Fiscal Year Ended December 31, 2004

Net revenues. Our net revenues increased by $62.8 million or 14.6%. Excluding the Unassigned Revenue from our 2004 net revenues, our net revenues increased by $86.5 million or 21.4%. This increase resulted from increased net revenues from both GE and Global Clients.

Net revenues from GE increased by $40.8 million or 10.0%. Excluding the Unassigned Revenue, net revenues from GE increased by $64.6 million or 16.8%. This was attributable primarily to entering into new SOWs and to a lesser extent an increase in services provided under existing SOWs. While net revenues from GE grew in absolute terms, such net revenues declined as a percentage of our total net revenues from 95.3% in 2004 to 91.4% in 2005, due to strong growth in our Global Client base. Excluding the Unassigned Revenue, net revenues from GE as a percentage of total net revenues declined from 95.0% to 91.4%.

In December 2005, GE reduced its equity interest in one insurance business to less than 20%. As a result, the 2005 net revenues from this business consisted of $25.4 million which is included as net revenues from GE and $2.5 million which is included as net revenues from Global Clients. See "—Classification of Certain Net Revenues" for an explanation of the classification of revenues related to businesses once owned by GE and subsequently sold.

Net revenues from Global Clients increased by $22.0 million or 108.4%. This increase reflected the inclusion in net revenues from Global Clients of $2.5 million of net revenues from the insurance business sold by GE as described above. See "—Classification of Certain Net Revenues." In addition, it reflected the acquisition of Creditek Corporation in August of 2005, which resulted in an additional $7.5 million in Global Client net revenues. In addition, after we became an independent company as of December 30, 2004, we began actively soliciting Global Clients and entered into a number of new MSAs in 2005. We began recognizing revenues from these new clients in 2005. By comparison, our Global Client net revenues in 2004 consisted primarily of revenues from clients of our Mexico business.

As a percentage of total net revenues, net revenues from Global Clients increased from 4.7% in 2004 to 8.6% in 2005. Excluding the Unassigned Revenue, net revenues from Global Clients as a percentage of total net revenues increased from 5.0% in 2004 to 8.6% in 2005.

Cost of revenue. The following table sets forth the components of our cost of revenue in absolute terms and as a percentage of net revenues:

	Year Ended December 31,
	2004				2005
	(dollars in millions)
Personnel expenses	$	153.9	35.9	%	$	186.8	38.0	%
Operational expenses		87.4	20.4	%		89.5	18.2	%
Depreciation and amortization		22.2	5.2	%		27.7	5.6	%

Cost of revenue	$	263.6	61.4	%	$	304.0	61.8	%

Cost of revenue increased by $40.4 million or 15.3%. As a percentage of net revenues, cost of revenue increased by 0.4%. The increase included an increase of $32.9 million in personnel expenses, which also increased as a percentage of net revenues from 35.9% in 2004 to 38.0% in 2005. The increase in personnel expenses was primarily due to the general growth of the business as well as increasing our staff in anticipation of the growth of business from new Global Clients and wage increases, particularly in India and China. In addition, operational expenses increased by $2.1 million. The absolute increase reflected increases in consulting charges and certain other charges, offset in part by decreases in facilities maintenance and travel and living expenses. Consulting charges increased primarily because we contracted for software services from third parties in connection with the expansion of our business. The decline in facilities maintenance expenses reflected the fact that in 2004 we incurred significant expenses for repairs and the fact that our expansion was primarily in the form of owned Delivery Centers in 2005. Certain expenses, such as travel and living expenses, declined because in 2005, as we became an independent company, we adopted a policy so that transition expenses, along with any transition revenues, are recognized over the the period during which we expect to benefit from these costs, which is estimated to be three years. As a percentage of net revenues, operational expenses declined from 20.4% to 18.2% in 2005.

Depreciation and amortization costs increased by $5.4 million as a result of the investments made in technology and telecommunications equipment in 2004 as part of the transition to an independent company. These expenses increased as a percentage of net revenues from 5.2% in 2004 to 5.6% in 2005.

As a result of the foregoing, our gross profit increased by $22.4 million, or 13.5% and our gross margin decreased from 38.6% in 2004 to 38.2% in 2005.

Selling, general and administrative expenses. The following table sets forth the components of our selling, general and administrative expenses in absolute terms and as a percentage of net revenues:

	Year Ended December 31,
	2004				2005
	(dollars in millions)
Personnel expenses	$	51.4	12.0	%	$	70.9	14.4	%
Operational expenses		23.0	5.4	%		43.0	8.7	%
Depreciation and amortization		1.9	0.5	%		3.5	0.7	%

Selling, general and administrative expenses	$	76.3	17.8	%	$	117.5	23.9	%

Selling, general and administrative expenses increased by $41.2 million or 54.0%. As a percentage of net revenue, SG&A expenses increased from 17.8% in 2004 to 23.9% in 2005. This reflected the expenditures we made in 2005 in order to become an independent company and to diversify and expand our client base. The principal component of the increase in SG&A expenses was an increase in personnel expenses, which increased by $19.5 million, or from 12.0% of net revenues in 2004 to 14.4% of net revenues in 2005. This reflected the hiring of additional personnel in many areas. We expanded our management infrastructure and expanded our business development capabilities and administrative functions such as finance, legal, accounting and human resources.

The operational expense component of SG&A expenses increased by $20.1 million. As a percentage of net revenues, such operational expenses increased from 5.4% in 2004 to 8.7% in 2005. Operational expenses reflected in particular an increase in travel and living expenses, which increased substantially due to our business development efforts to pursue Global Clients. Our professional fees also increased as a result of the need for third party legal, accounting and other consultants in connection with becoming an independent company. These increases were offset in part by a decrease in facilities maintenance expenses, which declined (as was the case with facilities maintenance expense in cost of revenue) because in 2004 we incurred significant expenses for repairs and our expansion was primarily in the form of owned Delivery Centers in 2005.

Depreciation and amortization increased (as was the case with depreciation and amortization expense in cost of revenue) as a result of the investments made in technology and telecommunications equipment in 2004 as part of our transition to an independent company.

Amortization of acquired intangibles. The allocation of the total consideration in the 2004 Reorganization to the fair values of the assets acquired resulted in the creation of significant intangible assets. We began amortizing these intangible assets over a ten year period in 2005. Such non-cash amortization charges in 2005 were $47.0 million.

Foreign exchange (gains) losses, net. We realized a foreign exchange loss of $12.8 million in 2005 as a result of the movement of the Indian rupee against the U.S. dollar relative to our hedged position.

Other operating income. Other operating income was $6.2 million in 2005 and $0 in 2004. This consisted of payment by GE for the use of our Delivery Centers and certain support functions for services that they manage and operate with their own employees. We do not recognize this amount as revenue because GE manages and operates these services; however, our costs are included in cost of revenues and selling, general and administrative expenses.

Income from operations. Income from operations decreased by $65.1 million to $16.9 million in 2005 primarily as a result of the non-cash amortization of intangibles arising from the 2004 Reorganization, as well as the other factors discussed above. As a percentage of net revenues, income from operations was 19.1% in 2004 and 3.4% in 2005.

Other income (expense), net. Other income (expense), net changed from $8.2 million of income in 2004 to $6.1 million of expense in 2005. In 2004, we had interest income of $11.9 million in intercorporate deposits, which represented cash surplus generated by our business invested with GE. We distributed all such deposits to GE in connection with the 2004 Reorganization. In 2005, we had $10.6 million in interest expense on the indebtedness incurred in connection with the 2004 Reorganization.

Income before income taxes. As a result of the foregoing factors, as well as the other factors noted above, income before income taxes decreased by $79.5 million or from 21.0% of net revenues in 2004 to 2.2% of net revenues in 2005.

Income taxes. We booked a net provision for income taxes in 2004 in the amount of $6.7 million and a net benefit for income taxes in 2005 in the amount of $6.4 million. This difference arose principally because in 2005 we incurred losses (including losses on derivatives) in jurisdictions where the statutory tax rate is higher than that applicable to most of our income, as a result of the application of tax holidays and other benefits and the impact of a deferred tax liability on the amortization of intangibles.

Net income. As a result of the foregoing factors, net income decreased by $66.3 million from $83.4 million in 2004 to $17.1 million in 2005. As a percentage of net revenues, our net income was 19.4% in 2004 and 3.5% in 2005.

Seasonality

Our financial results may vary somewhat from period to period. Our revenues are typically higher in the third and fourth quarters than the other quarters, as a result of several factors. We generally find that more contracts for software and IT services are signed in the first quarter as corporations begin new budget cycles. Volumes under such contracts then increase as the year progresses. In addition, revenues for collections services are often higher in the latter half of the year as our clients have greater demand for our services.

Liquidity and Capital Resources

We finance our operations and our expansion with cash from operations and short-term borrowing facilities. We also incurred $180 million of long-term debt to finance in part the 2004 Reorganization.

We expect that in the future our cash from operations, cash reserves and debt capacity will be sufficient to finance our operations as well as our growth and expansion. Our working capital needs are primarily to finance our payroll expenses in advance of the receipt of accounts receivable. Our capital requirements include the opening of new Delivery Centers, as well as acquisitions.

Cash flows from operating, investing and financing activities, as reflected in our consolidated statements of cash flows, are summarized in the following table:

		Year ended December 31,
		2004			2005			2006
		(dollars in millions)
Net cash provided by (used in)
	Operating activities	$	126.5		$	106.7		$	36.6
	Investing activities		(120.4	)		(84.9	)		(49.5	)
	Financing activities		8.3			(26.5	)		2.6

Net increase (decrease) in cash and cash equivalents		$	14.4		$	(4.6	)	$	(10.3	)

Cash flow from operating activities. Our net cash provided by operating activities decreased by $70.2 million in 2006 compared to 2005. This primarily reflected the fact that accounts receivable increased by $64.0 million in 2006 compared to an increase of $43.6 million in 2005, partially offset by the fact that accrued expenses and other liabilities increased by only $1.2 million in 2006 compared to an increase of $51.8 million in 2005. These effects were offset in part by the fact that our net income increased by $22.7 million in 2006 compared to 2005. The increase in accounts receivable consisted of an increase of $33.0 million in accounts receivable from GE, and an increase of $33.9 million in accounts receivable from Global Clients. GE receivables have increased since our separation from GE because we were no longer included in GE's internal inter-corporate payments system. The increase in accounts receivable from Global Clients reflects the increase in Global Clients following the separation from GE. The increase in accrued expenses and other liabilities was less than the 2005 level, which was much higher than in 2004 because, following the 2004 Reorganization, we incurred certain expenses as an independent company that we did not previously have.

Our net cash provided by operating activities decreased by $19.7 million in 2005 compared to 2004. This primarily reflected the fact that accounts receivable increased by $43.6 million in 2005 compared to a decrease of $21.4 million in 2004. The increase in accounts receivable reflected increases in GE receivables and receivables from Global Clients which resulted from unusually low GE accounts receivable in 2004 due to GE prepaying all accounts receivable in anticipation of the 2004 Reorganization. GE receivables also increased for the same reasons as in 2006. Accrued expenses and other liabilities increased significantly in 2005 compared to 2004 because, following the 2004 Reorganization, we incurred certain expenses as an independent company that we did not previously have.

Cash flow from investing activities. Our net cash used in investing activities decreased by $35.4 million in 2006 compared to 2005 due to a reduction in intercorporate deposits. We used this cash for operating activities and investments for purchases of property, plant and equipment of $79.2 million in connection with the opening of new Delivery Centers.

Our net cash used in investing activities decreased by $35.5 million in 2005 compared to 2004 due to a reduction in intercorporate deposits with GE. We used this cash for purchases of property, plant and equipment of $38.4 million and payment of $15.6 million (including acquisition expenses of $1.1 million) for the acquisition of Creditek Corporaton.

We expect capital expenditures in 2007 to relate primarily to our expansion plans, including acquiring SEZ land and building new Delivery Centers. We have not entered into any material commitments relating to the capital expenditures and the amounts and purpose of these expenditures may change in accordance with our business requirements.

Cash flow from financing activities. Our net cash provided by financing activities was $2.6 million in 2006, compared to net cash used in financing activities of $26.5 million in 2005. Our principal source of cash from financing activities was the incurrence of $83.0 million of short term debt in 2006. Principal uses were the net repayment of long-term debt of $29.1 million in 2006 at the time of the refinancing and restructuring of the long term debt facility. We also repurchased stock from GE for $50.0 million.

Our net cash used in financing activities of $26.5 million in 2005 reflected principally the repayment of $19.0 million of long-term debt as well as a net reduction in short term borrowings of $8.2 million and proceeds from the issuance of preferred stock to Genpact Global (Lux), S.à.r.l. (GA and OH's investment entity) for $2.3 million.

Financing Arrangements

Total debt excluding capital lease obligations was $226.0 million at December 31, 2006, compared to $157.9 million at December 31, 2005 and $184.0 million at December 31, 2004. Approximately $138.0 million of this indebtedness at December 31, 2006 represented long-term debt incurred to finance the 2004 Reorganization and $5.0 million of this indebtedness as of December 31, 2006 represented a financing arrangement entered into with GE to purchase software licenses. The remaining $83.0 million at December 31, 2006 was short-term borrowings.

The weighted average rate of interest with respect to outstanding long-term loans was 6.2%, and 4.3% for the years ended December 31, 2006 and 2005, respectively. We did not incur any long-term debt until December 30, 2004.

We incurred $180 million of long-term indebtedness in connection with the 2004 Reorganization. This indebtedness was restructured in 2006 and has been reduced to $138.0 million as of December 31, 2006. We are obligated to repay such indebtedness in annual installments, with the final maturity in 2011. We intend to prepay all of such indebtedness with a portion of the net proceeds of this offering. The agreement contains restrictive covenants, such as requiring lender consent for, among other things, the creation of any liens on any of our property, assets or revenues, the incurring of further indebtedness, the making of or holding of any investments, dispositions of assets, the declaration of any dividends, engaging in any substantially different material line of business, transactions with affiliates and entering into certain agreements. In addition, we must comply with financial covenants pertaining to interest coverage, leverage and the positive net worth of our Indian business. This debt is also secured by a charge over substantially all of our property and assets including but not limited to our equipment, goods, accounts receivable, real estate, bank accounts and our other current assets. As of the date of this prospectus, we believe that we are in full compliance with all the covenants and undertakings as described above.

We finance our short-term working capital requirements through cash flow from operations and credit facilities from banks and financial institutions. As of December 31, 2006, short-term credit facilities

available to the company aggregated $100 million, of which $85 million was utilized. We intend to prepay all of such indebtedness with a portion of the net proceeds of this offering. Prior to January 1, 2005, affiliates of GE provided us with short-term borrowing facilities.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Contractual Obligations

The following table sets forth our total future contractual obligations as of December 31, 2006:

	Payments Due by Period (in millions)
	Less than 1 year		1–3 years		3–5 years		More than 5 years		Total
Long-term debt	$	20.5	$	51.3	$	71.3	$	—	$	143.0
Capital leases		2.2		2.9		0.6		—		5.6
Operating leases		14.4		13.8		5.3		—		33.5
Purchase obligations		5.2		—		—		—		5.2
Capital commitments net of advances		0.2		—		—		—		0.2
Other long-term liabilities reflected on balance sheet		0.3		8.0		1.0		1.8		11.1

Total contractual cash obligations	$	42.9	$	76.0	$	78.1	$	1.8	$	198.8

Quantitative and Qualitative Disclosures about Market Risk

Foreign Currency Risk

Our exposure to market risk arises principally from exchange rate risk. A substantial portion of our revenues (approximately 85% in fiscal 2006) are received in U.S. dollars. We also receive revenues in euros, U.K. pound sterling and Japanese yen. Our expenses are primarily in Indian rupees and we also incur expenses in U.S. dollars, Chinese renminbi and the currencies of the other countries in which we have operations. Our exchange rate risk arises from our foreign currency revenues, receivables and payables. Based on the results of our European operations for fiscal 2006, and excluding any hedging arrangements that we had in place during that period, a 5.0% appreciation/depreciation in the euro against the U.S. dollar would have increased/decreased our revenues in fiscal 2006 by approximately $1.5 million. Similarly, a 5.0% depreciation in the Indian rupee against the U.S. dollar would have decreased our expenses incurred and paid in rupees in fiscal 2006 by approximately $13 million. Conversely, a 5.0% appreciation in the Indian rupee against the U.S. dollar would have increased our expenses incurred and paid in rupees in fiscal 2006 by approximately $14 million.

We have sought to reduce the effect of any Indian rupee-U.S. dollar, Chinese renmimbi-Japanese yen and certain other local currency exchange rate fluctuations on our results of operations by purchasing forward foreign exchange contracts and foreign exchange options to cover a portion of our expected cash flows. These instruments typically have maturities of one to three years. We use these instruments as economic hedges and not for speculative purposes and most of them qualify for hedge accounting under SFAS 133. Our ability to enter into derivatives that meet our planning objectives is subject to the depth and liquidity of the market for such derivatives. In addition, the laws of China limit the maturity of such arrangements to three years, and the laws of India limit the booking of forward contracts for hedging against exchange rate fluctuations up to an amount equal to the amount required, based on past performance. We may not be able to purchase contracts adequate to insulate ourselves from Indian rupee-U.S. dollar and Chinese renminbi-Japanese yen foreign exchange currency risks. In addition, any such contracts may not perform adequately as a hedging mechanism. See "—Foreign Exchange (gains) losses, net."

Interest Rate Risk

Our exposure to interest rate risk arises principally from interest on our indebtedness. As of December 31, 2006 we had approximately $138.0 million of long-term and approximately $83.0 million of short-term indebtedness from financial institutions and $5.0 million of long-term indebtedness from GE. Interest on our indebtedness is variable based on LIBOR and we are subject to market risk from changes in interest rates. We have, as of December 31, 2006, entered into floating to fixed interest rate swaps to hedge the interest rate risk on a portion of our long-term indebtedness. Based on our long-term indebtedness of $138.0 million as of December 31, 2006 and taking into account the impact of our interest rate swaps referred to above, a 1% change in interest rates would impact our net interest expense by $0.4 million. We intend to prepay all of our long-term indebtedness with a portion of the net proceeds of this offering.

Credit Risk

Our mortgage origination business funds mortgage loans and holds them on a short-term basis pending secondary sales. At December 31, 2006, the aggregate principal amount of loans we held was $16.8 million. We typically hold loans for less than 45 days. We are exposed to the risk of default by borrowers during the period we hold the loans and to the risk that we cannot remarket the loans. Our ability to remarket the loans is dependent on the depth and liquidity of the secondary mortgage market which has recently deteriorated. From June 1, 2007, we will cease funding new mortgage loans. We will continue to have an obligation to repurchase mortgage loans in default from purchasers until November 30, 2007.

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (SAB 108), which provides interpretative guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the purpose of materiality assessments. SAB 108 is effective for us as of December 31, 2006, allowing a one time transitional cumulative effect adjustment to beginning retained earnings as of January 1, 2006, for errors that were not previously deemed material, but are material under the guidance in SAB 108. We have adopted SAB 108 in the current year and the same has not resulted in any adjustment to our prior period financial statements.

Recently Issued Accounting Pronouncements

In July 2006, the Financial Accounting Standards Board, or FASB, issued Financial Interpretation No. 48, "Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109" (FIN 48). FIN 48 specifies how tax benefits for uncertain tax positions are to be recognized, measured, and derecognized in financial statements; requires certain disclosures of uncertain tax matters; specifies how reserves for uncertain tax positions should be classified in the balance sheet; and provides transition and interim-period guidance, among other provisions. FIN 48 is effective for fiscal years beginning after December 15, 2006 and, as a result, is effective for us for the year ending December 31, 2007. We are currently evaluating the impact of FIN 48 on our financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS No. 157). SFAS No. 157 defines "fair value" as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. SFAS No. 157 provides guidance on the determination of fair value and lays down the fair value hierarchy to classify the source of information used in fair value measurement. We are currently evaluating the impact of SFAS No. 157 on

our financial statements and will adopt the provisions of SFAS No. 157 for the fiscal year beginning January 1, 2008.

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities including an Amendment of FASB Statement No. 115" (SFAS No. 159). SFAS No. 159 permits entities to choose to measure many financial instruments and certain other eligible items at fair value. SFAS No. 159 is expected to expand the use of fair value measurement in the preparation of the financial statements. However, SFAS No. 159 does not affect any existing accounting literature that requires certain assets and liabilities to be carried at fair value. We are currently evaluating the impact of SFAS No. 159 on our financial statements and will adopt the provisions SFAS No. 159 for the fiscal year beginning January 1, 2008.

BUSINESS

Overview

We manage business processes for companies around the world. We combine our process expertise, information technology expertise and analytical capabilities, together with operational insight derived from our experience in diverse industries, to provide a wide range of services using our global delivery platform. Our goal is to help our clients improve the ways in which they do business by continuously improving their business processes including through the application of Six Sigma and Lean principles and leveraging technology. We strive to be a seamless extension of our clients' operations.

We have a unique heritage. We built our business by meeting the demands of the leaders of the General Electric Company, or GE, to increase the productivity of their businesses. We began in 1997 as the India-based captive business process services operation for General Electric Capital Corporation, or GE Capital, GE's financial services business. As the value of offshoring was demonstrated to the management of GE, it became a widespread practice at GE and our business grew in size and scope. We took on a wide range of complex and critical processes and we became a significant provider to many of GE's businesses, including Consumer Finance (now GE Money), Commercial Finance, Insurance, Healthcare, Industrial, NBC Universal and GE's Corporate Offices.

We became an independent company at the beginning of 2005 and since that time we have grown rapidly, continued to expand our range of services and diversified our client base. Since January 1, 2005, we have entered into contracts with more than 35 new clients in a variety of industries, including banking and finance, insurance, manufacturing, transportation and healthcare. We have the benefit of a multi-year contract with GE that provides us with committed revenues through 2013. In addition we have opportunities for expansion with many new clients.

As of March 31, 2007, we have more than 28,000 employees with operations in nine countries. In 2006, we had net revenues of $613.0 million, of which 25.8% were from Global Clients. See "Management's Discussion and Analysis of Results of Operations and Financial Condition—Classification of Certain Net Revenues" for an explanation of the classification of revenues related to businesses once owned by GE and subsequently sold.

Our Opportunity

Globalization of the world's economy remains the most powerful economic trend of our lifetime. It is driven by expanding technology capabilities, the relaxation of local laws and regulations that previously impeded cross-border trade, more efficient global telecommunications and the recognition by business leaders that a highly skilled global workforce can be a competitive business advantage. These dynamics are creating an entirely new set of competitive challenges for companies around the world.

A century ago, the world experienced a wave of globalization which was propelled by the Industrial Revolution and other technological developments. It was characterized by the physical integration of the global economy, as cross-border delivery of manufactured goods flowed through an infrastructure of ships, railroads and, eventually, roads. Today's wave of globalization has even greater power to transform the global economy and the way in which business is conducted in virtually every industry. The power of this wave of globalization arises from two critical distinguishing characteristics: its speed and its breadth.

Speed, the most unique characteristic of this globalization, is a product of the revolutionary IT-enabled connectivity that has brought the world together as never before. Today's globalization is driven

by inexpensive electronic communication delivery systems which have helped create a globalization of far greater breadth than the world has previously experienced. As was the case in the late 19th century, today's globalization is transforming industries that produce tradable goods. For example, IT capabilities have revolutionized global price discovery and the logistics of supply chain management that sit at the center of global manufacturing platforms. However, this wave of globalization is far broader in that it also affects services and intangibles that were once thought of as non-tradable. Such services can now be delivered on a real-time basis through IT-enabled pipelines to desktops and mobile devices anywhere in the world.

The current globalization trend has contributed to increased competition for companies around the world, particularly in the established economies of North America and Europe. These dynamics have forced companies to focus on ways to improve productivity and manage costs more aggressively in order to maintain or enhance their competitive positions and increase shareholder value. As part of their response to these pressures, in recent years, business leaders began offshoring business processes to captive businesses and outsourcing business processes to third parties, including by sending such processes offshore to workers in countries where wage levels were lower than in North America and Europe.

Initially, India became the primary destination for offshore business process outsourcing, due to wage levels that are much lower than in the United States. In addition, India offers a large, growing and highly educated English-speaking workforce, a time zone that offers a 24-hour work cycle from a North American and European perspective and a business and regulatory environment that is increasingly conducive to interacting with North American and European companies. However, as demand and the range of services have grown, other destinations have become increasingly important.

There are varying estimates of the size of these trends. According to International Data Corporation, or IDC, aggregate worldwide spending on IT and business process outsourcing, or BPO, services is estimated to be $934 billion for 2006. The offshore IT and BPO services segment is the fastest growing segment of this market. The NASSCOM-McKinsey report estimates the total addressable market for offshore IT and BPO services to be approximately $300 billion, of which only about 10% has been penetrated. The NASSCOM-McKinsey report projects that spending on offshore IT and BPO services will grow from $30 billion in 2005 to $110 billion in 2010, representing a CAGR of 30%.

Ongoing competitive pressures and the need for further productivity improvements have led companies to consider outsourcing more critical and complex business processes and to focus on continuously improving those processes, rather than simply trying to operate them at a lower cost. As a result, many companies have been forced to redefine their core competencies. For example, companies

across many industries have outsourced their accounting and finance functions, which were once considered core corporate activities, to third party providers. Today, companies look to achieve a wider range of objectives, from outsourcing as portrayed in the diagram below:

Each step along this continuum provides additional value to enterprises that outsource business processes. Delivering significant cost savings by transitioning business processes offshore allows companies to benefit from a labor cost arbitrage. Converting fixed costs into variable ones through outsourcing can provide additional capacity and ongoing business flexibility. Continuously improving business processes offers ongoing productivity benefits and margin expansion opportunities. Ultimately, companies seek business impact such as increased revenue, expanded margins, improved working capital management, increased customer satisfaction and enhancement in their competitive positions.

In the past, companies have often hired separate vendors for technology and process services. However, this specialization often limited the ability of large companies to benefit because providers lacked scale or depth of expertise. Today, the willingness to outsource a broader array of business processes, from the relatively simple to the more complex, and the fact that many business processes can be enhanced through the application of IT, has created an opportunity for service providers that have broad and deep capabilities, as well as expertise in both process operation and IT platforms.

Today, companies that are ready to embrace the outsourcing of complex business processes are seeking service providers that have a broad range of capabilities as well as an interest in a strategic relationship that will grow over time. Companies are also focused on service providers with a proven track record of both cost savings and continuous process improvement. Many senior, or C-level, executives today consider the following factors when looking to collaborate with a service provider:

•: Process excellence. A service provider should have accumulated significant experience and insight through having transitioned, managed and improved processes across a number of different service lines and industries.
•: Global delivery. Many companies want a service provider with an extensive global delivery network, so that the provider can leverage a multi-lingual talent base to meet the client's needs across multiple geographies and time zones.
•: Analytical approach. A service provider should have the ability to apply advanced analytical methods to address its clients' needs and to increase their productivity.
•: IT expertise. A service provider should have knowledge of, and experience with, IT platforms and applications and be able to apply that IT expertise to improve business processes and transitioning.
•: Domain expertise. A service provider should have institutional knowledge of relevant industries and functional processes.
•: Stable workforce. The outsourcing industry has high employee attrition, leading companies often to consider whether the provider can effectively recruit, train and retain employees, as this is critical to delivering consistent high quality services.
•: Scale. Large companies want a service provider that possesses a large employee base with strong middle and senior management as well as a technology and telecommunications infrastructure that can support large scale outsourcing engagements across multiple functions, business units and geographies.

Our Solution

We manage a wide range of business processes that address the transactional, managerial, reporting and planning needs of our clients. We seek to build long-term client relationships with companies that wish to improve the ways in which they do business and where we can offer a full range of services. With our broad and deep capabilities and our global delivery platform, our goal is to deliver comprehensive solutions and continuous process improvement to clients around the world and across multiple industries.

Our Broad Expertise

•: Process Expertise. We have extensive experience in operating a wide range of processes. We have developed a repository of knowledge of best practices in many industries, including banking and financial services, insurance, manufacturing, transportation and healthcare. We have extensive experience in transitioning myriad processes from our clients. We apply the principles of Six Sigma and Lean to eliminate defects and variation and reduce inefficiency. We also develop and track operational metrics to measure process performance as a means of monitoring service levels and enhancing productivity.
•: Analytical Capabilities. Our analytical capabilities are central to our improving business processes. They enable us to work with our clients and identify weaknesses in business processes and redesign and re-engineer them to create additional business value. We also rigorously apply analytical methodologies, which we use to measure and enhance performance of our client services. We also apply these methodologies to measure and improve our own internal functions, including recruitment and retention of personnel.
•: Technology Expertise. Our information technology expertise includes extensive knowledge of third-party hardware, network and computing infrastructure, and enterprise resource planning and other software applications. We also use technology to better manage the transition of processes, to operate processes more efficiently and to replace or redesign processes so as to enhance productivity. Our ability to combine our business process and IT expertise along with our Six Sigma and Lean skills allow us, for example, to perform enterprise resource planning, or ERP, implementations on budget and on time, as well as to ensure our clients achieve the full potential of business intelligence platforms and webstack software platforms.

We believe that one of the factors that differentiates us from our competitors is the operational insight we have developed from experience managing with thousands of processes.

•: Operational Insight. Our operational insight enables us to make the best use of our core capabilities. Operational insight starts with the ability to understand the business context of a process. We place great value on understanding not only the industry in which a client operates, but also the business culture and institutional parameters within which a process is operated. Operational insight is also the judgment to determine the best way to improve a process in light of the knowledge of best practices across different industries as well as an appreciation of what solutions can be fully implemented in the context of the particular business environment.

Our Strategic Client Model

We seek to create long-term relationships with our clients where they view us as an integral part of their organization and not just as a service provider. These relationships often begin with the outsourcing of discrete processes and, over time, expand to encompass multiple business processes across a broader set of functions. No matter how large or small the engagement, we strive to be a seamless extension of our client's operations. To achieve this goal, we developed the Genpact Virtual Captive^SM model for service delivery, and we may implement all or some of its features in any given client relationship, depending on the client's needs. Under this approach, we provide a client with dedicated employees and management as well as dedicated infrastructure at our Delivery Centers. We train our people in the client's culture so that they are familiar not only with the process but with the business environment in which it is being executed.

In addition, members of our leadership team meet regularly to assess and review our relationship with that client as well as current and potential services that we may provide. This close collaboration between us and our clients not only gives our clients greater control and transparency of their important business processes, it also enables us to identify opportunities in that client's business where we can seek to take over such processes and then refine, enhance and improve them. This helps us to provide more services to those clients, to integrate us further into their business and to establish us as a reliable and important strategic service provider.

Our Global Delivery Platform

We have a global network of more than 25 Delivery Centers in nine countries. Our Delivery Centers are located in India, China, Hungary, Mexico, the Philippines, the Netherlands, Romania, Spain and the United States. Our presence in locations other than India provides us with multi-lingual capabilities, access to a larger talent pool and "near-shoring" capabilities to take advantage of time zones. With this network, we can manage complex processes in multiple geographic regions. We use different locations for different types of services depending on the needs of the relevant client and the mix of skills and cost of employees available in each location. We have been a pioneer in our industry in opening centers in several cities in India as well as in some of the other countries in which we operate. We expect to continue to expand our global footprint in order to better serve our clients.

Our People and Culture

We have an experienced and cohesive leadership team. Many members of our leadership team developed their management skills working within GE and many of them were involved in the founding of our business. They have built our business based on the experience gained in helping GE meet a wide range of challenges. As a result, we are an institutional embodiment of much of the wisdom and experience GE developed in improving and managing its own business processes.

We have created, and constantly reinforce, a culture that emphasizes teamwork, constant improvement of our processes and, most importantly, dedication to the client. A key determinant of our success, especially as we continue to increase the scale of our business, is our ability to attract, hire, train and retain employees in highly competitive labor markets. We manage this challenge through innovative human resources practices. These include broadening the employee pool by opening Delivery Centers in diverse locations, using innovative recruiting techniques to attract the best employees, emphasizing ongoing training, instilling a vibrant and distinctive culture and providing well-defined long term career paths. We also have programs modeled on GE management training programs to develop the next generation of leaders and managers of our business.

As of March 31, 2007 we have more than 28,000 employees including over 5,500 Six Sigma trained green-belts, 300 Six Sigma trained black-belts and 60 Six Sigma trained master black-belts, as well as more than 4,500 Lean trained employees. This large number of employees with Six Sigma and Lean training helps infuse our organization with a disciplined, analytical approach to everything we do. In addition, more than 5,000 of our employees hold post-graduate degrees and more than 16,000 are university graduates. We monitor and manage our attrition rate very closely, and believe our attrition rate is one of the lowest in the industry. We attribute this to our reputation, our ability to attract high quality applicants, our emphasis on maintaining our culture and the breadth of exposure, experience and opportunity for advancement that we provide to our employees.

Our Strategy for Growth

The specific elements of our strategy to grow our business include the following:

Expand Relationships with Existing Clients

We intend to deepen and expand relationships with our existing clients, including GE. Since our separation from GE, we have succeeded in forming more than 35 new Global Client relationships with major companies. Many of those relationships are at an early stage and we believe they offer significant opportunities for growth. As we demonstrate the value that we can provide, often with a discrete process, we are frequently able to expand the scope of our work in a variety of ways. This may include managing processes that are "upstream" and "downstream" from the initial process. In addition, clients may become more willing over time to turn over more complex and critical processes to us as we demonstrate our capabilities. We also find opportunities to cross sell different types of services to existing clients. As we have seen with GE, we are continually finding opportunities to provide new services to our clients as we become more knowledgeable about their businesses and they seek constantly to improve their processes.

Develop New Client Relationships

In addition to expanding our current client relationships, we plan to continue to develop new long-term client relationships, especially with those clients where we have an opportunity to deliver a broad range of our capabilities and can have a meaningful impact on their businesses. We are selective in the opportunities that we pursue. We focus on clients who understand the importance of continuous process improvement and who wish to outsource complex and critical processes. We seek to build relationships with senior management in order to ensure executive support for our services and create more opportunities for growth.

Continue To Promote Process Excellence

The ability to deliver continuous process improvement is an important part of the value that we offer to our clients. We have built a significant repository of process expertise across a wide range of processes such as finance and accounting, supply chain, analytics and client service, and our process expertise is complemented by our ability to implement services and work across multiple technology platforms in

diverse industries. Our goal is to continue to remain at the forefront of our industry by emphasizing our expertise in a wide range of processes, our excellence in applying the principles of Six Sigma and Lean, our analytical strength and our technology capabilities. As we expand our client base and the depth of relationships with clients, we will develop greater levels of operational insight making us more valuable to all of our clients.

Continue To Deepen Our Expertise and Global Capabilities

We will continue to expand our capabilities globally as well as across industries and service offerings. While we expect this will occur primarily through organic growth, we also plan to evaluate strategic partnerships, alliances and acquisitions to expand into new services offerings as well as into new industries. For example, we acquired a SAP services provider in 2007, a mortgage fulfillment services business in 2006 and an accounts receivable management business in 2005.

We believe we were also one of the first companies in our industry to establish a presence in several cities in India, such as Gurgaon, Jaipur and Kolkata, as well as in Dalian, China; Budapest, Hungary; and Bucharest, Romania, and to create a global service delivery capability. We intend to continue to expand our global delivery capabilities to ensure that we can meet the rapidly evolving needs of our clients, including processes requiring multi-jurisdictional and multi-lingual capabilities.

Maintain Our Culture and Enhance Our Human Capital

Our people are critical to the success of our business and our ability to grow will depend on our ability to continue to attract, train and retain large numbers of talented individuals. We will continue to develop and emphasize innovative recruiting techniques, such as expanding to new locations where talent may be untapped, recruiting new hires with our training academy and storefront offices, and giving existing employees incentives for referrals of new hires. We will continue to emphasize training throughout the tenure of an employee's career. We also believe that maintaining our vibrant and distinctive culture, in which we emphasize teamwork, continuous process improvement and dedication to the client, is critical to growing our business.

Our Services

We provide a wide range of services to our clients. We group our services into the following categories:

•: finance and accounting;
•: collections and customer service;
•: insurance;
•: supply chain and procurement;
•: analytics;
•: enterprise application; and
•: IT infrastructure.

The services we provide any particular client often draw on processes and platforms in several of these categories. We understand that senior management of our clients is focused on achieving business objectives, rather than on transferring particular processes or employing particular platforms. Therefore, we focus on understanding the business needs of our clients and the business context of existing processes in order to design appropriate and comprehensive solutions for our clients, which may involve processes and platforms that fall into several categories.

Finance and Accounting

We are one of the world's premier providers of finance and accounting, or F&A, services. This is currently one of our largest service offerings. Our finance and accounting services include end to end transaction services such as accounts payable processing and receivables management; core accounting services, including preparation of U.S. GAAP and SEC-compliant financial statements; core operations services including cash management, preparation of tax returns as well as decision support services which include cash flow analysis. Our services combine our process expertise with strong technology capabilities, including decision support tools such as Hyperion, SAS and Cognos, and platform support for ERP systems such as Oracle and SAP and new technology bundling such as OCR and invoice exchange.

The chart below highlights some of our F&A service offerings:

Collections and Customer Services

Our collections and customer services are provided primarily in the areas of consumer finance, commercial finance and mortgage services. Our collections services include a full range of accounts receivable management services, such as early to late stage collections, skip-tracing, refunds, account reconciliation and other specialized services. In our collections services, we act as an agent; we do not acquire debts for our own account. Our customer services include account servicing and customer care services such as handling customer queries, general servicing and dispute resolution. We provide voice and non-voice services. We also provide origination and order management services.

The chart below highlights some of our collections and customer service offerings.

Insurance Services

We provide what we refer to as a "virtual insurance company" for our clients in the insurance industry. We cover many phases of insurance business processes including product development, sales and marketing, policy administration and claims management. We use our analytics capabilities to help our clients devise new models for underwriting, risk management and actuarial analysis. We also handle corporate functions for insurance companies, including reporting and monitoring services for regulatory compliance, portfolio and performance review services and financial planning and tax services. We offer services across the following three key insurance market segments:

•: life and annuities;
•: property and casualty; and
•: health.

The chart below highlights some of our insurance service offerings.

Supply Chain and Procurement

Our supply chain and procurement services include sourcing services, sales, inventory and operations planning services, logistics services and after market services. This often includes designing sourcing and procurement processes to control "maverick" buying, overhauling inventory planning systems to optimize inventory levels, designing and implementing logistics services that integrate disparate technology systems and provide dynamic digital "dashboard" reporting, or designing after-market service systems that ensure fulfillment of contractual obligations and enhance database integrity. We commonly utilize our technology expertise in delivering our services in this area particularly in automating order management processes and monitoring and optimizing supply chain logistics. We have competency in many of the custom platforms used by our clients (e.g., i2, Manugistics and Xelus) and are not tied to any one platform. This enables us to utilize and design the best processes for our clients based on available systems.

The chart below highlights some of our supply chain and procurement service offerings.

Analytics

In addition to incorporating analytics into our other service offerings, we view analytics as a service offering. Our clients frequently have or can easily obtain data that can be used to assess business opportunities, mitigate risks, improve performance or otherwise improve their businesses. However, they sometimes do not recognize the potential in analyzing such data or do not have the capability to apply the rigorous analytical models that might reveal opportunities. We help our clients seize such opportunities.

The chart below describes some of the most common applications of our analytics capabilities.

Enterprise Application Services

With our enterprise application services, we plan, design, build, test, implement, run and support software solutions for our clients. We leverage our domain knowledge in industries such as insurance, manufacturing, automotive and healthcare and use Six Sigma and Lean principles to reduce the cycle time of software implementations. This can include ERP, supply chain management, financial management and customer relationship management solutions as well as testing, database administration and architecture services. We also have significant expertise in Hyperion, SAS and Cognos, and platform support for ERP systems such as Oracle and SAP.

(1): Examples of these business intelligence platforms include Hyperion and Cognos.
(2): Examples of these webstack software programs include Java and .net.

IT Infrastructure Services

Our IT infrastructure services consist of the remote management of IT functions of our clients. This may include management of a client's networks services including LAN, WAN, wireless and VPN, end-user support, network security, malware protection, identity management and encryption services. We use Six Sigma and Lean principles to address technology problems and to enable our clients to reduce technology costs.

The chart below highlights some of the IT infrastructure services we provide.

Six Sigma and Lean Methodologies

Our GE heritage taught us the importance of the principles of Six Sigma and Lean in refining business processes. Six Sigma is a method for improving quality by removing variation, defects and their causes in business process activities. Applying Six Sigma principles involves the application of a number of sub-methodologies, including DMAIC (define, measure, analyze, improve and control), which is a system for incremental improvement in existing processes, and DMADV (define, measure, analyze, design and verify), which is a system used to develop new processes at Six Sigma quality levels.

We have Six Sigma programs that train, test and grade employees in Six Sigma principles and award them Six Sigma qualifications. The rankings of Six Sigma qualifications from lowest to highest are green-belt, black-belt and master black-belt. As of March 31, 2007, we have more than 5,500 employees trained as Six Sigma green-belts, 300 employees trained as Six Sigma black-belts and 60 employees trained as Six Sigma master black-belts. Unlike many of our competitors who have a relatively small number of Six Sigma trained employees, we have a large number of Six Sigma green-belts and black-belts and therefore we can provide certain of our clients with dedicated Six Sigma trained personnel who can help the clients achieve continuous process improvement on a full time basis.

We constantly measure the performance of each process we manage for our clients and we work with our clients to develop customized reporting systems so that they have real time access to key metrics. We also apply these principles to our own internal processes in order to deliver efficient operations for our clients. Our expertise in applying Six Sigma and Lean methodologies is one of the key factors that distinguishes us from our competitors.

Lean is a methodology for measuring and reducing waste or inefficiency in a process. Among other things, it is designed to measure and eliminate overproduction, over-processing and waiting, and to improve the flow of a process. Lean tools and methods are easy to learn and simple to implement and lend

themselves to being implemented by associates on the production floor thus making it valuable across the company. We have more than 4,500 Lean trained employees.

Industries

We provide our services across a wide range of industries including banking and financial services, insurance, manufacturing, transportation and health care. We set forth below a table showing our net revenues in 2006 attributable to the various industry groups that we serve.

Industry	Year Ended December 31, 2006 (Net revenues in millions)
Banking, financial services and insurance	$	272.8
Manufacturing		268.1
Other		72.1

Total	$	613.0

Our Clients

Our clients include some of the best known companies in the world, many of which are leaders in their respective industries. GE has been our largest client and we benefit from a long-term contract whereby GE has committed to purchase stipulated minimum dollar amounts of services through 2013. Since our separation from GE, we have actively marketed our services to other companies and have succeeded in building a diversified client base. Many of these relationships are at an early stage and we believe they offer opportunities for growth.

GE accounted for approximately 74% of our revenues in fiscal 2006. We currently provide services to all of GE's business units including Commercial Finance, GE Money, Healthcare, Industrial, Infrastructure and NBC Universal as well as to GE's corporate head office. The services we currently provide to GE are broad in their nature and are drawn from all of our service offerings. Although we have a single MSA with GE, we have over 1,500 SOWs with GE. Currently, as a general matter, each GE business unit makes its own decisions as to whether to enter into a SOW with us and as to the terms of any such SOW. Therefore, although some decisions may be made centrally at GE, our revenues from GE are generally attributable to a number of different businesses each with its own senior manager responsible for decision making regarding outsourcing.

We have secured over 35 new Global Clients in a variety of industries since January 1, 2005. Our net revenues from Global Clients have rapidly increased in the last two years, from $20.3 million in 2004, to $42.2 million in 2005 and $158.3 million in 2006. Our net revenues from Global Clients as a percentage of total net revenues increased from 4.7% in 2004, to 8.6% in 2005 and 25.8% in 2006. The 2005 and 2006 net revenues from Global Clients include $2.6 million and $39.3 million, respectively, for businesses that were part of GE in 2004 and were included in net revenues from GE in 2004. See "Management's Discussion and Analysis of Results of Operations and Financial Condition—Classification of Certain Net Revenues." The majority of our Global Clients are based in the United States, and we also have Global Clients in Europe, Asia and Australia.

Our subsidiary, MoneyLine (now called Genpact Mortgage Services), which we acquired in 2006, provides services mortgage processing services to banking and finance industry clients and our subsidiary Creditek, which we acquired in 2005, provides collections and billing services to a number of different clients. MoneyLine and Creditek accounted for less than 5% of revenues, respectively in fiscal 2006. We include these revenues as part of revenue from Global Clients.

Our contracts with our clients generally take the form of an MSA, which is a framework agreement that is then supplemented by SOWs. Our MSAs specify the general terms applicable to the services we will

provide. For a discussion of the components of our MSAs and SOWs see "Management's Discussion and Analysis of Results of Operations and Financial Condition—Overview—Revenues."

Case Studies

Wachovia

Wachovia has been a Global Client in our Genpact Virtual Captive^SM model since 2005. We began by managing a number of discrete and diverse processes across several of Wachovia's lines of business. We have since further expanded the breadth and depth of services we provide to Wachovia. Our relationship with Wachovia today covers a wide range of services including finance and accounting services, financial modeling and comparables analysis for Corporate and Investment Banking, mutual fund services for their Capital Management Group and analytical services for their General Banking Group.

In 2006, we worked with Wachovia to improve its process for opening new bank branches. Wachovia opens new branches every year as part of its continued growth, but the time required to open a branch varied greatly depending on the location. We worked with Wachovia to map and analyze the existing process. Our Six Sigma black-belt and Lean trained employees worked to reduce the overall cycle time, eliminate non-essential steps and reduce the number of "hand-offs" from one Wachovia employee to another in the process by more than 50%. As a result, the new branch delivery model requires 20% less time. The team also created a new standardized, documented process with clear steps and guidelines that Wachovia will leverage for branch openings across all regions.

The following chart illustrates the variety of services we initially provided, as well as the new services we have added over time.

Genworth Financial, Inc.

Genworth Financial has been a client since our beginning in 1997, when both of us were part of GE. We began with approximately 25 Genpact people doing policy administration, claims set-up and customer servicing. When GE spun off part of its insurance business to form Genworth Financial in May 2004, we continued to provide services and our relationship has continued to grow since that date even though GE no longer controls Genworth Financial. We executed new MSAs with Genworth Financial in 2005 which extended the term and expanded the scope of the relationship. Today, our Genworth Financial team provides a wide range of services, including actuarial support services and risk modeling services to Genworth's operations across twelve countries. Genworth Financial operates in our Virtual Captive™ model and serves as an extension of Genworth Financial's operations.

The following chart illustrates the variety of services we initially provided as well as the new services we have added over time.

Nissan

Our relationship with Nissan began in 2005 and is an example of the benefit of our global delivery platform. We provide services to Nissan from our Delivery Centers in India, the Americas, Europe and Asia Pacific. We began by providing customer relationship management and collections, finance and accounting, and human resources services to Nissan. Our work for Nissan has expanded to include additional services such as procurement, analytics, business process re-engineering projects and onsite support on specific projects. We believe that our experience combined with our ability to provide global services was important in our selection by Nissan.

The following chart illustrates the services we provide to Nissan.

Penske Truck Leasing

Penske Truck Leasing, or Penske, in which GE is a 70% limited partner, has been a client since 1999. Penske's management team sought a service provider that could deliver improvement to a broad range of business processes, including finance and accounting (account reconciliations and general ledger accounting), risk, (collections and credit), and operations (billing, cash applications and vehicle regulatory services).

Penske leases, rents, and provides maintenance services to over 200,000 trucks in North America, and provides logistics services to customers in North America, Brazil, Europe and China. Genpact worked with Penske to redesign and operate certain of its processes in order to ensure that all necessary vehicle registrations and other required vehicle documents are completed when the new trucks are delivered. To accomplish this, Genpact employees in India monitor the delivery status of new trucks, estimate the time needed for document completion and prepare and file title and permit applications for just-in-time receipt. Genpact employees also provide ongoing processing services for fuel purchases and distances traveled, which information is then used to comply with the various state requirements regarding fuel and mileage taxes.

Our relationship with Penske currently involves more than 40 different processes delivered from our Delivery Centers in Mexico and India. While most of the services provided by Genpact fall into the areas noted above, Genpact also provides analytical services for Penske's operations and logistics needs. To support operations, Genpact has created a team consisting of more than 40 persons who respond to

requests for financial and operation information, from any of Penske's 1,000 operational sites. With regard to logistics, Genpact has created a separate team, also consisting of more than 40 persons, to support Penske's logistics engineering teams in the US and Europe. This team provides initial data cleansing and validation as well as using the data in certain statistical optimization models. Penske is considering the expansion of these analytical services to its Brazil and China operations.

Penske has stated that our efforts have enabled them to save more than $20 million in direct costs annually, both from process improvements and lower labor costs. For example, delinquent receivables were reduced from 14% to 6% between 2001 and 2006. This was done by analyzing both internal processes linked to receivables and customer pay patterns and initiating a series of improvements over this five year period. Penske has estimated that this reduction in delinquency has helped to reduce working capital debt by $40 million to $50 million.

Our People

Our people are critical to the success of our business. Our Chief Executive Officer and other members of our senior leadership team have been involved in our business since its commencement under GE.

As of March 15, 2007, we had more than 28,000 employees worldwide. As of that date, approximately 5,900 of our employees held post-graduate degrees and approximately 16,400 were university graduates. In addition, as of March 31, 2007, we had 5,500 Six Sigma green-belt trained employees, 300 Six Sigma black-belt trained employees and 60 Six Sigma master black-belt trained employees. We also had more than 4,500 Lean trained employees as of that date.

Recruiting

We face increasing competition for skilled employees, particularly in India. We have developed a number of innovative methods in order to recruit sufficiently skilled employees while still controlling our entry-level salaries. In particular, we seek to widen the available talent pool by recruiting aggressively in places where there is less competition. We also hire people who do not have prior experience or training and use our extensive training capability to equip them with the skills they need to be effective. Some measures we use include the following:

•: We created the Genpact Training Academy in March 2006. We recruit individuals whose language and communication skills could be improved and train them. We offer two kinds of training programs. The first is a six week paid training program and the second is a 12 week unpaid training program. We agree to employ the participants if they complete the training successfully. The Genpact Training Academy coupled with our in-house training enables us to recruit people without prior training and provide them with the skills that they need for a successful career in our industry. As of March 31, 2007, we have hired approximately 3,000 employees from the Genpact Training Academy.
•: We have opened Delivery Centers in cities that are considered less developed. Although the pool of well-trained applicants in such cities is not as large in these cities as in more developed cities, there is often less competition for the available talent.
•: We work with universities in our Indian geographic locations in order to build an appropriate curriculum with the aim that graduates in those cities will have the skills they need to be effective employees and will be familiar with us.
•: We have 17 storefront premises that we use for recruiting. These are generally located in areas with high pedestrian traffic such as shopping malls. We hired approximately 2,000 people during 2006 in this manner.
•: We also actively encourage our existing employees to refer new candidates to us, and we provide existing employees with monetary bonuses when such referrals result in new hires. Referrals are our single highest source of new hires.

Training

We believe in extensive and continuous training of our employees. We have the infrastructure to train approximately 1,000 people at any one time with over 400 trainers and we have approximately 5,600 people enrolled in part-time professional degree programs provided by universities and other third parties. Our training programs are designed to transfer the industry specific knowledge and experience of our industry leaders to ensure we maintain our deep process expertise and domain expertise across all industries in which we work. Our training programs cover a vast number of topics, including specific service offerings, key technical and IT skills, our different clients' workplace cultures and Six Sigma and Lean methodologies. We also have programs modeled on GE management training programs to develop the next generation of leaders and managers of our business, all of whom are needed to support the rapid growth we are experiencing.

A large part of our continuous training is designed to "up-skill" our employees. That is, we run training programs for employees on an ongoing basis so that they can acquire new skills and move on to higher responsibility or higher-value jobs.

Retention

In order to meet our growth and service commitments we are constantly striving to attract and retain employees. There is significant turnover of employees in the business process outsourcing and information technology sectors generally, particularly in India where the majority of our employees are currently based. Competition for skilled employees in India is very high due to recent economic growth and an increased number of competitors.

Our attrition rate for all employees who have been employed by us for one day or more was 32% in 2006. A number of our competitors calculate employee attrition rates for their Indian employees who have been employed for six months or more. On this basis our Indian employee attrition rate for 2006 was approximately 21%, which we believe is relatively low for our industry based on statistics published by third parties such as NASSCOM. We attribute this low attrition rate to a number of factors including our effective recruiting measures, our extensive training and our strong culture.

We also take aggressive action to monitor and minimize potential attrition. Using Six Sigma principles we have developed an early warning system that tracks employees and gives us an insight into which employees are most likely to resign. These employees are automatically highlighted to management who can take action such as relocating the employee or enrolling the employee in continuing education programs to reduce the possibility and impact of such a resignation.

As another measure designed to minimize attrition, we follow the practice of "right-skilling" our employees to the tasks assigned to them. This means that we match the level of services required to the experience and qualification of the employee concerned and we avoid having over-qualified people in any particular job. This allows us to give our highly qualified and experienced people higher-value jobs and, coupled with the practice of up-skilling, ensures better career paths for all our employees.

Sales and Marketing

We market our services to both existing and potential clients through our business development team. This team consists of approximately 79 people as of March 31, 2007 based in the United States, Europe and Asia. We focus heavily on trying to expand the services we provide to our existing strategic clients. We have dedicated global relationship managers for each of our strategic relationships. We constantly measure our client satisfaction levels to ensure that we maintain high service levels for each client, using measures such as net promoter scores.

Our marketing efforts typically involve a lengthy selling cycle to secure a new client. Our efforts may begin in response to a perceived opportunity, a reference by an existing client, a request for proposal, an introduction by one of our directors or otherwise. In addition to our business development personnel, the sales effort involves people from the relevant service areas, people familiar with that prospective client's industry, business leaders and Six Sigma resources. We may expend substantial time and capital in securing

new business. See "Management's Discussion and Analysis of Results of Operations and Financial Condition—Overview—Revenues."

As our relationship with a client grows, the time required to win an engagement for additional services often gradually declines. In addition, as we become more knowledgeable about a client's business and processes, our ability to identify opportunities to create value for the client typically increases. In particular, productivity benefits and greater business impact can often be achieved by focusing on processes that are "upstream" or "downstream" from the processes we initially handle, or by applying our analytical and IT capabilities to re-engineer processes. In addition, clients often become more willing over time to turn over more complex and critical processes to us as we demonstrate our capabilities.

We also try to foster relationships between our senior leadership team and our clients' senior management. These "C-level" relationships ensure that both parties are focused on driving client value from the top down. High-level executive relationships have been particularly constructive as a means of increasing business from our existing clients. It also provides us with a forum for addressing client concerns.

Our New Business Review Process

We follow a rigorous review process to evaluate all new business. This is to ensure that all new business fits with our pricing and service objectives. This process starts with the presentation of new business to our deal review committee which comprises members of our senior leadership team along with operations people and members of our finance department. This committee applies a set of well developed criteria to review the key terms of that new business. If, as a result of the review, the committee concludes that the new business is potentially attractive and a good use of our resources, then our business development team is authorized to pursue the opportunity. Prior to executing any contract in respect of new business, our deal review committee meets again to review the client relationship and to confirm that the terms of the new business continue to meet our criteria.

Delivery Centers

We commenced business in 1997 in Gurgaon, India. Since then we have established global delivery capabilities consisting of more than 25 Delivery Centers in nine countries (not including our employees who are onsite at our clients' premises). We choose the location of our Delivery Centers based on a number of factors which include the available talent pool, infrastructure, government support and operating costs as well as client demand. We were one of the first companies in our industry to move into some of our locations including Dalian, China; Budapest, Hungary; Bucharest, Romania; and Gurgaon, Jaipur and Kolkata in India. We aim to be continuously connected with our clients' requirements so that we are ready to serve their needs. We constantly evaluate new locations, including new countries and new cities within countries in which we currently operate, for new Delivery Centers and offices.

The large number of different countries from which we service our clients differentiates us from a number of our competitors and enables us to take advantage of different languages and time-zones which, in turn, enhances our ability to service global clients. As of March 31, 2007, we provided services in approximately 20 different languages. Some of our clients also contract with us for additional redundancy and back-up protections.

The map below shows the location of our existing global Delivery Centers and our regional corporate offices. We have multiple locations in some cities.

We set forth below a table showing our net revenues in 2006 attributable to the main regions in which we have Delivery Centers.

Region	Year Ended December 31, 2006 (Net revenues in millions)
India	$	486.5
Asia, other than India		32.4
Americas		63.5
Europe		30.5

Total	$	613.0

Properties

We have Delivery Centers in nine countries. Our only material properties are our premises at Phase V, Gurgaon which comprises of 193,898 square feet and Uppal, Hyderabad which comprises approximately 449,286 square feet, both of which we own. We have a mixture of owned and leased properties and substantially all of our leased properties are leased under long-term leases with varying expiration dates.

Intellectual Property

We develop intellectual property in the course of our business and our MSAs with our clients regulate the ownership of such intellectual property. We have applied for patents, trademarks and domain names. Some of our intellectual property rights relate to proprietary business process enhancements.

We generally use third-party software platforms and the software systems of our clients to provide our services. We normally enter into licensing agreements with our clients in relation to their software systems.

It is our practice to enter into an Employee Information & Proprietary Information Agreement with all of our new employees that:

•: ensures that all new intellectual property developed in the course of our employees' employment is assigned to us;
•: provides for that employee's co-operation in intellectual property protection matters even if they no longer work for us; and
•: includes a confidentiality undertaking by that employee.

Competition

We compete in a highly competitive and rapidly evolving global market. We have a number of competitors offering the same or similar services to us. Our competitors include:

•: large multinational service providers, such as Accenture Ltd and International Business Machines Corporation, with whom we compete most often;
•: companies that are primarily BPO service providers operating from low-cost countries, most commonly India, such as WNS Holdings Limited and ExlService Holdings, Inc.;
•: companies that are primarily IT service providers with some BPO service capabilities, such as Infosys Technologies Limited, Tata Consultancy Services Limited and Wipro Limited; and
•: smaller, niche service providers that provide services in a specific geographic market, industry segment or service area.

In addition, a client or potential client may choose not to outsource its business, including by setting up captive outsourcing operations or by performing formerly outsourced services for themselves.

Regulation

We are subject to regulation in many jurisdictions around the world as a result of the complexity of our operations and services, including at the federal, state and local level, particularly in the countries where we have operations and where we deliver services. These countries include China, Hungary, India, Mexico, the Netherlands the Philippines, Romania, Spain, the United States and the United Kingdom. We are also subject to regulation by regional bodies such as the European Union.

In addition, the terms of our service contracts typically require that we comply with applicable laws and regulations. In some contracts, we are required to comply even if such laws and regulations apply to our clients, but not to us. In other service contracts our clients undertake the responsibility to inform us about laws and regulations that may apply to us in jurisdictions in which they are located.

If we fail to comply with any applicable laws and regulations, we may be restricted in our ability to provide services, and may also be the subject of civil or criminal actions involving penalties, any of which could have a material adverse effect on our operations. Our clients generally have the right to terminate our contracts for cause in the event of regulatory failures, subject to notice periods. See "Risk Factors—Risks Related to our Business—Any failures to adhere to the regulations that govern our business could result in our being unable to effectively perform our services. Failure to adhere to regulations that govern our clients' businesses could result in breaches of contract under our MSAs."

In the United States, we are subject to laws and regulations arising out of our work in the area of banking, financial services and insurance, such as the Financial Modernization Act (sometimes referred to as the Gramm-Leach-Bliley Act), the Fair Credit Reporting Act, the Fair and Accurate Credit Transactions

Act, the Right to Financial Privacy Act, the USA Patriot Act, the Bank Service Company Act, the Home Owners Loan Act, the Electronic Funds Transfer Act, the Equal Credit Opportunity Act and the Real Estate Settlement Procedures Act as well as regulation by U.S. agencies such as the Securities and Exchange Commission, the Federal Reserve, the Federal Deposit Insurance Corporation, the National Credit Union Administration, the Commodity Futures Trading Commission, the Federal Financial Institutions Examination Council, the Office of the Comptroller of the Currency and the Office of Thrift Supervision. We are also subject to regulation under the Health Insurance Portability and Accountability Act, the Federal Trade Commission Act, the Family Educational Rights and Privacy Act, the Communications Act, the Electronic Communications Privacy Act and applicable regulations in the area of health and other personal information that we process as part of our services.

Because of our debt collections work in the United States, we are also regulated by laws such as the Truth in Lending Act, the Fair Credit Billing Act and the Fair Debt Collections Practices Act and underlying regulations. We are currently licensed to engage in debt collection activities in all States, except Minnesota and Tennessee, as well as the cities of New York, Buffalo and Washington D.C.

We are subject to laws in the United States, the United Kingdom and the EU that are intended to limit the impact of outsourcing on employees in those countries. See "Risk Factors—Future legislation in the United States and other jurisdictions could significantly impact the ability of our clients to utilize our services."

We are also subject to laws and regulations on direct marketing, such as the Telemarketing Consumer Fraud and Abuse Prevention Act and the Telemarketing Sales Rule, the Telephone Consumer Protection Act and rules promulgated by the Federal Communications Commission, and the CAN-SPAM Act.

We are subject to laws and regulations governing foreign trade, such as the Arms Export Control Act, as well as by government bodies such as the Commerce Department's Bureau of Industry and Security, the State Department's Directorate of Defense Trade Controls and the Treasury Department's Office of Foreign Assets Control.

We benefit from tax relief provided by laws and regulations in India, China and Hungary, which include tax holidays under the Indian Income Tax Act, 1961 that expire in stages by 2009, and a government-mandated relatively low tax rate in China. The Indian SEZ legislation introduced a new tax holiday in certain situations for operations established in designated "special economic zones." The new tax benefits are available only for new business operations that are conducted at qualifying SEZ locations. We are currently in the process of establishing, subject to regulatory approvals, new Delivery Centers in four cities in India that would be eligible for these benefits. We do not presently know what percentage of our operations or income in India in future years will be eligible for a tax holiday under the new law. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Overview—Income Taxes." In addition to the tax holidays described above, certain benefits are also available to us under certain Indian state laws. These benefits include rebates and waivers in relation to payments for the transfer or registration of property (including for the purchase or lease of premises), waivers of conversion fees for land, exemption from state pollution control requirements, entry tax exemptions, labor law exemptions and commercial usage of electricity.

Our hedging activities and currency transfer are restricted by regulations in certain countries, including India and China.

Certain Other Bermuda Law Considerations

As a Bermuda company, we are also subject to regulation in Bermuda. Among other things, we must comply with the provisions of the Companies Act regulating the payment of dividends and making of distributions from contributed surplus. See "Description of Share Capital."

We are classified as a non-resident of Bermuda for exchange control purposes by the Bermuda Monetary Authority. Pursuant to its non-resident status, we may engage in transactions in currencies other than Bermuda dollars. There are no restrictions on our ability to transfer funds, other than funds denominated in Bermuda dollars, in and out of Bermuda or to pay dividends to United States residents that are holders of its common shares.

Under Bermuda law, "exempted" companies are companies formed for the purpose of conducting business outside Bermuda from a principal place of business in Bermuda. As an exempted company, we may not, without a license or consent granted by the Minister of Finance, participate in certain business transactions, including transactions involving Bermuda landholding rights and the carrying on of business of any kind for which we are not licensed in Bermuda.

Legal Proceedings

There are no legal proceedings pending against us which are likely to have a material adverse effect on our business, results of operations and financial condition.

MANAGEMENT

Directors and Executive Officers

The following table sets forth information concerning our directors and executive officers as of March 31, 2007:

Name	Age	Position(s)
Pramod Bhasin	55	President, Chief Executive Officer and Director
Vivek N. Gour	44	Chief Financial Officer
V.N. Tyagarajan	45	Executive Vice President, Business Development
Patrick Cogny	40	Chief Executive Officer of Genpact Europe
Mitsuru Maekawa	59	Chief Executive Officer of Genpact Asia
Rakesh Chopra	55	Senior Vice President and Business Leader
Juan Ferrara	48	Senior Vice President, Operations-Americas
Victor Guaglianone	52	Senior Vice President and General Counsel
Piyush Mehta	38	Senior Vice President, Human Resources
Anju Talwar	46	Senior Vice President and Business Leader
Tajinder Vohra	41	Senior Vice President and Business Leader
Walter A. Yosafat	46	Senior Vice President and Chief Information Officer
Rajat Kumar Gupta	58	Chairman
John Barter	60	Director
J Taylor Crandall	53	Director
Steven A. Denning	58	Director
Mark F. Dzialga	42	Director
James C. Madden	45	Director
Denis J. Nayden	52	Director
Gary M. Reiner	52	Director
Robert G. Scott	61	Director
A. Michael Spence	63	Director
Lloyd G. Trotter	61	Director

Executive Officers

Pramod Bhasin is our President and Chief Executive Officer. Mr. Bhasin founded our business in 1997 while employed by GE. Prior to 1997, he served in various positions at GE, including as Chief Financial Officer for GE Capital's Corporate Finance Group.

Vivek N. Gour has served as our Chief Financial Officer and Senior Vice-President since January 2005. From September 2003 to December 2004, he served as Chief Financial Officer for GE Capital Business Processes. From September 2002 to September 2003, he served as Chief Financial Officer and Senior Vice-President of our business and of GE Capital India and from August 2001 to September 2002 as Senior Vice-President (Strategic Projects), GE Capital India.

V.N. Tyagarajan has served as our Executive Vice President and Head of Sales, Marketing & Business Development since February 2005. From October 2002 to January 2005, he was Senior Vice President, Quality and Global Operations, for GE's Commercial Equipment Finance division. Between 1999 and 2002, he served as our Chief Executive Officer.

Patrick Cogny became our Chief Executive Officer of Genpact Europe in 2005. Prior to this, he spent 15 years working for GE in the Healthcare business and in the GE Europe corporate headquarters, in France, the United States and Belgium.

Mitsuru Maekawa became our Chief Executive Officer of Genpact Asia in 2002. From 1988 to 2001 he worked for GE Medical Systems, a division of GE Healthcare, where he was as General Manager of sales for GE Yokogawa Medical Systems from 1999 to 2001.

Rakesh Chopra rejoined us as Senior Vice President and Business Leader in 2006. From 2005 to 2006 he was the Country Manager at Convergys India. From 2004 to 2005 he was the Country Manager at EXL Services and from 2003 to 2004 he was Vice President and General Manager of American Express India. Prior to this, from 1992 to 2003 he held roles with us as Business Leader as well as Chief Financial Officer and with GE Capital India as Six Sigma Quality Leader. During that time he was also Chief Financial Officer for GE Plastics India and Chief Executive Officer for a GE Capital India credit card joint venture.

Juan Ferrara joined us as Senior Vice President, Operations-Americas in March 2007. Prior to this, he spent close to 25 years working for McKinsey & Company and from 1997 to 2007 he was a managing director at McKinsey & Company.

Victor Guaglianone has served as our Senior Vice President, General Counsel & Corporate Secretary since January 2007. From 2004 to 2007, he was senior counsel at Holland & Knight LLP. From 2003 to 2004, he served as a commercial arbitrator for the American Arbitration Association. Prior to 2003, he spent 16 years at GE Capital, most recently as Vice President and Associate General Counsel.

Piyush Mehta became our Senior Vice President of Human Resources in March 2005. He has worked for us since 2001 as Vice President of Human Resources.

Anju Talwar has been with us since our business was founded in 1997. She has served as our Senior Vice President and Business Leader since 2006 and is responsible for our Wachovia relationship. Prior to this, from 2004 to 2006 she was our Global Process Management Leader and from 2001 to 2003 she was Chief Executive Officer of Genpact Software.

Tajinder Vohra became our Senior Vice President and Business Leader in 2006 and is responsible for our supply chain and procurement business, our enterprise application services and our IT infrastructure services. From 1990 to 2006 he worked for GE Healthcare in various operations, business development and services roles.

Walter A. Yosafat became our Senior Vice President and Chief Information Officer in March 2007. From 2001 to February 2007, he was the Chief Information Officer and eBusiness Leader at Trane, an American Standard company.

Directors

In addition to Mr. Bhasin, our directors are as follows:

Rajat Kumar Gupta became one of our directors in April 2007 and was appointed as the Chairman of our board of directors in April 2007. From July 2005 to April 2007, he was an advisory director. He has served as Senior Partner Worldwide at McKinsey & Company since 2003. Between 1994 and 2003, he served in various positions at McKinsey & Company, including as Managing Director Worldwide. He is a director on the board of The Goldman Sachs Group, Inc.

John Barter has served as one of our directors since July 2005. From 2000 to 2001, he served as the Chief Financial Officer and a Director of Kestrel Solutions, Inc., a privately-owned company established to develop and bring to market a new product in the telecommunications industry. Kestrel Solutions, Inc. filed a voluntary petition for bankruptcy in 2002. From 1994 to 1997, he was the Executive Vice President of Allied Signal, Inc. and President of Allied Signal Automotive. He is also a director on the boards of BMC Software, Inc., Lenovo Group Limited and SRA International, Inc.

J Taylor Crandall became one of our directors in January 2005. Since 1996, he has been a Managing Partner of Oak Hill Capital Management, LLC. He is also a director on the board of American Skiing Company.

Steven A. Denning became one of our directors in January 2005. Mr. Denning is the Chairman and a Managing Director of General Atlantic LLC, a private equity firm, and has been with General Atlantic (or its predecessor) since 1980. He is also a director on the boards of Eclipsys Corporation, IHS Inc., Hewitt Associates, Inc. and The Thomson Corporation.

Mark F. Dzialga became one of our directors in January 2005. Since 1998, he has been a Managing Director of General Atlantic LLC, a private equity firm. He is also a director on the board of Emdeon Corporation, Hexaware Technologies Ltd and Schaller Anderson Inc.

James C. Madden became one of our directors in January 2005. Since February 2007, he has been a General Partner at Accretive LLC, a private equity firm. From 2005 to January 2007, he was a Special Advisor of General Atlantic LLC, a private equity firm. From 1998 to 2004, he was the Chairman and Chief Executive Officer of Exult, Inc.

Denis J. Nayden became one of our directors in January 2005. Since 2003, he has been a Managing Partner of Oak Hill Capital Management, LLC. From 2000 to 2003, he was the Chairman and Chief Executive Officer of GE Capital. He is also a director on the boards of GMC Communities Trust and Duane Reade Inc.

Gary M. Reiner became one of our directors in January 2007. He has served as Senior Vice President & Chief Information Officer at GE since 1996.

Robert G. Scott became one of our directors in April 2006. From 2001 to 2003, he served as President and Chief Operating Officer at Morgan Stanley. He currently serves as an advisory director at Morgan Stanley.

A. Michael Spence became one of our directors in April 2005. He is a Professor Emeritus of Management at the Graduate School of Business at Stanford University and a Senior Fellow of the Hoover Institution at Stanford University. He has been a Partner at Oak Hill Capital Partners since 1999. From 1990 to 1999 he served as dean of the Stanford Business School. In 2001, he was awarded the Nobel Prize in Economics. He is also a director on the board of General Mills, Inc.

Lloyd G. Trotter became one of our directors in January 2007. He has served as Vice Chairman, GE, since 2006, and as President and Chief Executive Officer of GE Industrial since 2006. Between 1989 and 2006, he held various positions at GE, including Executive Vice President, Operations, President and Chief Executive Officer of GE Industrial Systems and President and Chief Executive Officer of GE Consumer & Industrial.

Composition of the Board of Directors

Our business and affairs are managed under the direction of our board of directors. Our board of directors currently consists of 12 members, 9 of whom are independent directors under currently applicable listing standards of the New York Stock Exchange.

Director Independence

Pursuant to the corporate governance listing standards of the NYSE, a director employed by us cannot be deemed to be an "independent director," and consequently Mr. Bhasin is not an independent director. In addition, in accordance with the NYSE corporate governance listing standards, the board has determined that Messrs Reiner and Trotter, both of whom are executive officers of GE, our largest client, are not independent. The board has determined that none of the other directors has a material relationship with us for purposes of the NYSE corporate governance listing standards and accordingly each is independent under such NYSE standards. In making its independence determinations the board considered the relationship between our company and Genpact Investment Co. (Lux) SICAR S.à.r.l., or GICo, the investment vehicle through which General Atlantic and Oak Hill will own % of our outstanding common shares following the consummation of this offering (assuming no exercise of the underwriters over-allotment option), the fact that Messrs Crandall, Denning, Dzialga and Nayden serve on our board as designees of GICo pursuant to the terms of the shareholders agreement, the fact that Messrs. Crandall and Nayden are managing partners of Oak Hill and the fact that Messrs. Denning and Dzialga are managing directors of General Atlantic. Messrs Reiner and Trotter serve as members of our board of directors as GE nominees and are also appointed pursuant to the terms of our shareholders agreement. See "Prospectus Summary—The Company" and "Certain Relationships and Related Party Transactions—Shareholders Agreement."

Committees of the Board of Directors

Upon completion of this offering, our board of directors will conduct its business through three standing committees: the audit committee, the compensation committee and the nominating and governance committee. Our board of directors has adopted written charters for each of these committees, which are available on our website. In addition, from time to time, special committees may be established under the direction of the board of directors when necessary to address specific issues. Our audit committee, compensation committee and nominating and governance committee are composed entirely of independent directors.

Audit Committee. The audit committee has responsibility for, among other things:

•

oversight of:

a.: the performance of any registered public accounting firm employed by us to provide audit services, including the firm's qualifications and independence;
b.: the quality and integrity of our accounting and reporting practices and controls, including our financial statements and reports;
c.: the performance of our internal audit function; and
d.: our compliance with legal and regulatory requirements;

•

preparing an audit committee report as required by the Securities and Exchange Commission to be included in our annual proxy statement; and

•

reporting regularly to our full board of directors with respect to any issues raised by the foregoing.

The audit committee has the power to investigate any matter brought to its attention within the scope of its duties and to retain counsel for this purpose where appropriate.

Our audit committee consists of Messrs. Barter, Madden and Scott. Mr. Barter has been determined to be an "audit committee financial expert," as such term is defined in Item 401(h) of Regulation S-K, and to have accounting or related financial management expertise as required by the NYSE listing standards.

Compensation Committee. Our compensation committee has responsibility for, among other things:

•: reviewing our compensation practices and policies, including equity benefit plans;

•: reviewing and approving performance and compensation for our chief executive officer, chairman of the board of directors, senior executives and directors;
•: reviewing and consulting with our chief executive officer concerning selection of officers, performance of individual executives and related matters;
•: reviewing and discussing the management disclosures in our "Compensation Discussion and Analysis" and recommending to the Board whether such disclosures shall be included in the appropriate regulatory filing;
•: overseeing our stock plans, incentive compensation plans and any such plans that the board may from time to time adopt and exercising all the powers, duties and responsibilities of the board of directors with respect to such plans;
•: preparing a compensation committee report for inclusion in our proxy statement; and
•: reporting regularly to our full board of directors with respect to any issues raised by the foregoing.

Our compensation committee consists of Messrs. Crandall, Denning, Dzialga, Nayden and Spence.

Nominating and Governance Committee. Our nominating and governance committee has responsibility for, among other things:

•: making recommendations as to the size, composition, structure, operations, performance and effectiveness of our board of directors;
•: establishing criteria and qualifications for membership on our board of directors and its committees;
•: assessing and recommending to our board of directors strong and capable candidates qualified to serve on our board of directors and its committees;
•: developing and recommending to our board of directors a set of corporate governance principles, including independence standards;
•: conducting an annual review and evaluation of our chief executive officer, our board of directors and our board committees;
•: overseeing the succession plans for our chief executive officer and senior management;
•: otherwise taking a leadership role in shaping our corporate governance; and
•: reporting regularly to our full board of directors with respect to any issues raised by the foregoing.

Our nominating and governance committee consists of Messrs. Denning, Gupta, Nayden and Scott.

Compensation Committee Interlocks and Insider Participation

Our board of directors has a compensation committee as described above. If an executive officer of another entity is expected to serve as a member of our compensation committee, none of our executive officers shall serve on such entity's compensation committee (or any other committee serving a similar function).

Codes of Conduct and Ethics and Corporate Governance Guidelines

Our board of directors has adopted a code of ethics applicable to our directors, officers and employees; a code of business conduct and ethics applicable to our directors and executive officers; and corporate governance guidelines, each in accordance with applicable rules and regulations of the SEC and the New York Stock Exchange.

Executive Compensation

Compensation Discussion and Analysis

This Compensation Discussion and Analysis section discusses the compensation policies and programs for our Chief Executive Officer, our Chief Financial Officer and our three next most highly paid executive officers as determined under the rules of the Securities and Exchange Commission. Such individuals are referred to as our named executive officers.

The primary objectives of our compensation program for our executives, including our named executive officers, are to attract, motivate and retain highly talented individuals who are committed to our core values of leadership, performance, passion, innovation, teamwork, integrity and respect. Our compensation program is designed to reward the achievement of our specific annual, long-term and strategic goals, and align the interests of our executives, including our named executive officers, with those of our shareholders by rewarding performance that exceeds established goals, with the ultimate objective of improving shareholder value.

Currently, our compensation committee is responsible for reviewing the overall goals and objectives of our executive compensation programs, as well as our compensation plans, and making any changes to such goals, objectives and plans. Our compensation committee bases our executive compensation on the same objectives that guide us in establishing all of our compensation programs:

•: Compensation is based on the individual's level of job responsibility and personal performance, as well as our performance. As our employees progress to higher levels in the organization, an increasing proportion of their pay should be linked to our performance and shareholder returns, because they are more able to affect our results.
•: Compensation reflects the value of the job in the marketplace. To attract and retain a highly skilled work force, we must remain competitive with the pay of other premier employers who compete with us for talent.
•: Compensation programs are designed to reward performance. Our programs should deliver top-tier compensation given top-tier individual and Company performance. The objectives of pay-for performance and retention must also be balanced. Even in periods of temporary downturns in our performance, the programs should continue to ensure that successful, high-achieving employees will remain motivated and committed to Genpact.

For 2006, our executive compensation program had four primary components: (a) base salary, (b) annual cash bonus payments, (c) equity-based compensation granted in the form of options to purchase our common shares (we refer to an option to purchase one of our common shares as a Company option) and (d) other benefits and perquisites. Our compensation committee reviews each component of compensation at least every 15 months and has adopted guidelines for allocating compensation between long-term and currently paid out compensation and between cash and non-cash compensation and combine the compensation elements for each executive in a manner we believe best fulfill the objectives of our compensation program.

Our compensation committee is responsible for evaluating the performance of each of our executives, including the named executive officers, approving the compensation level of each of our executives, establishing criteria for granting Company options to our executives and other employees and approving such grants of Company options. Other than with respect to the grants of Company options, which are made from time to time by our compensation committee, each of these tasks is generally performed annually by our compensation committee. Our Chief Executive Officer provides input on individual performance and assessment to assist our compensation committee in their determinations and make recommendations to our compensation committee during their annual review. The compensation committee may also, at its discretion, solicit the input of other executives or employees and outside consultants and advisors.

Compensation Components

Base Salary. Base salary reflects the experience, knowledge, skills and performance record our executives, including our named executive officers, bring to their positions and the general market conditions in the country in which the executives are located. In 2005, we entered into employment agreements with two of our named executive officers, Pramod Bhasin, our Chief Executive Officer, and V.N. Tyagarajan, our Executive Vice President of Global Sales and Marketing, pursuant to which we have agreed to provide these executives with minimum base salaries of $567,500 and $300,000, respectively. See "—Narrative Disclosure to Summary Compensation Table and Grant of Plan-Based Awards Table—Employment Agreements With Named Executive Officers." Our compensation committee reviews the salaries of our executives, including our named executive officers, at least every fifteen months and determines changes in base salaries based on various factors, including "Criticality of Role," performance and potential of the executive, general Company performance and the market practices in the country where the named executive officer is located. The term "Criticality of Role" encompasses the executive's role in our company and the importance of that role in our overall business. In connection with such review, our Chief Executive Officer provides recommendations and rankings of the executives who directly report to him, including our other named executive officers, and the compensation committee considers the Chief Executive Officer's recommendations in setting base salaries. The base salaries approved by our compensation committee for our named executive officers in 2006 were generally 4% to 10% higher than base salaries in 2005, based on the recommendations of our Chief Executive Officer. Our compensation committee has approved increases in base salaries for the named executives officers in 2007 ranging from 6%-9% over 2006 base salaries, based on the recommendations of our Chief Executive Officer. The actual date of the increase is tied to the applicable named executive officer's date of joining Genpact.

Annual Cash Bonus. Annual cash bonuses are designed to provide more immediate rewards to our executives, including our named executive officers, for their performance during the most recent year. We believe that the immediacy of these cash bonuses, in contrast to our equity grants, which vest over a period of time, provides a significant incentive to our executives towards achieving their respective individual objectives, our Company objectives and our overall long term goal of creating value for our shareholders and employees. Thus, we believe our cash bonuses are an important motivating factor for our executives, in addition to being a significant factor in attracting and retaining our executives.

Bonuses are generally determined by our compensation committee in January or February following the end of the year and, as with the base salary component, are based on the recommendation and rankings provided by our Chief Executive Officer. The same factors used to determine base salary for the new year, which are described above, are used to determine bonuses for the prior year, with a greater emphasis on the performance of the individual and our company. For Messrs. Bhasin and Tyagarajan, who have employment agreements, the compensation committee also takes into consideration the requirements for bonus payments under their agreements. Mr. Bhasin's employment agreement provides that his annual bonus will be equal to 120% of his base salary, subject to the attainment of performance criteria established by our board of directors. Mr. Tyagarajan's employment agreement provides that his target annual bonus will be equal to 100% of his base salary, subject to a maximum of $500,000. See "—Narrative Disclosure to Summary Compensation Table and Grant of Plan-Based Awards Table—Employment Agreements with Named Executive Officers." The 2006 bonuses paid to Messrs. Bhasin and Tyagarajan exceeded the amounts set forth in their employment agreements in recognition of their outstanding individual performance and their contributions to our success.

For 2006, certain of our named executive officers also received incentive payments under the General Electric Special Bonus Plan, pursuant to which General Electric agreed to pay such executives a retention bonus if the executive remained with us for 18 months following the 2004 Reorganization.

Equity-Based Compensation. Our equity-based compensation program is designed primarily to attract and retain highly qualified individuals, given that competition for talent is high in our industry. In addition, we believe that awarding our executives, including our named executive officers, with Company

options with vesting schedules that require continued service enables us to retain our executives for longer periods. Finally, we believe awards of Company options provide closer alignment between the interests of our employees and our shareholders. Consistent with this philosophy, following our 2004 Reorganization, we granted our executives, including our named executive officers, an initial grant of Company options, which generally vest over five years following the grant date as an incentive for our executives to stay with our newly reorganized Company. In addition, we granted Mr. Bhasin an additional 2,500 Company options that were subject to certain performance-based vesting conditions to align even more closely our Chief Executive Officer's interests with those of our shareholders by tying vesting of those Company options to achievement of target equity values. For a description of the vesting conditions of these 2,500 Company options, see the "—Outstanding Equity Awards at Fiscal Year End" table. In 2006, we granted Company options to Patrick Cogny in recognition of his agreement to relocate to Budapest, Hungary and to bring his total equity compensation level in line with that of our other executives. We did not grant any Company options to any of our other named executive officers in 2006. For more details on the vesting schedules of Company options granted to our named executive officers as of December 31, 2006, see the "—Outstanding Equity Awards at Fiscal Year End" table. In 2007, we granted Company options to certain of our employees and executives, including Messrs. Bhasin, Cogny, Gour and Tyagarajan, to reward these individuals for their efforts in our growth and to provide added incentives to remain with us following the initial public offering. In making these grants in 2007, we used the advice of an independent compensation consultant. The vesting schedules of the grants to our named executive officers were designed so that one third of the Company options would vest on each of December 31, 2010, December 31, 2011 and December 31, 2012. The extended vesting schedule is intended to provide incentives for long-term performance.

We currently do not have any stock ownership guidelines for executives or other employees but may implement such guidelines in the future.

In the future, our compensation committee and board of directors may consider awarding additional or alternative forms of equity incentives, such as grants of restricted stock, restricted stock units and other performance based awards, and may also determine to seek additional input from compensation consultants.

Benefits and Perquisites. We provide other benefits to our named executive officers that are generally available to other employees in the country in which the named executive officer is located. We believe these benefits are consistent with the objectives of our compensation program and allow our named executive officers to work more efficiently. We also provide our named executive officers with certain perquisites which we believe are reasonable and consistent with market trends in the countries in which our named executive officers are located. Such benefits and perquisites are intended to be part of a competitive overall compensation program. For more details on the benefits provided to our named executive officers, see "—Summary Compensation Table" and "—Narrative Disclosure to Summary Compensation Table and Grant of Plan-Based Awards Table."

Severance Arrangements. We have entered into employment agreements with Messrs. Bhasin and Tyagarajan which provide for certain payments in the event of a termination of employment. We also provide for certain benefits in the event of a termination of employment under our Company option award agreements with Mr. Bhasin. The severance payments and benefits were based on individual negotiations with the executives and are an important part of employment arrangements designed to retain these named executive officers and provide certainty with respect to the payments and benefits to be provided upon certain termination events. For additional details on these payments and benefits, see "—Potential Payments Upon Termination."

Change in Control. While Company options granted to our named executive officers may be accelerated by our board upon a change in control, this is not generally a current requirement under our option plans and award agreements. The only named executive officer with current rights to change in control-related payments or benefits is Mr. Bhasin, who receives both "single trigger" and "double trigger"

benefits based on his employment agreement and option award agreements. These benefits were based on individual negotiations with Mr. Bhasin in connection with his commencement of employment with us and are described in more detail in "—Narrative Disclosure to Summary Compensation Table and Grant of Plan-Based Awards Table—Employment Agreements with Named Executive Officers—Pramod Bhasin" and "—Potential Payments Upon Termination or Change in Control."

Summary Compensation Table

The following table sets forth information concerning the compensation of our Chief Executive Officer, Chief Financial Officer and the other named executive officers (as defined in "—Compensation Discussion and Analysis") for the fiscal year ended December 31, 2006.

Name	Year	Salary ($)		Bonus ($)		Option Awards ($)(1)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total Compensation ($)
Pramod Bhasin President, Chief Executive Officer and Director(2)	2006	610,000	(3)	1,000,000		971,123	80,444	(4)	192,422	(5)	2,853,989
Vivek N. Gour Chief Financial Officer(2)	2006	261,035		254,010	(6)	176,478	6,919	(7)	—		698,442
V.N. Tyagarajan Executive Vice President, Business Development	2006	330,000		550,000		376,169	—		41,920	(8)	1,298,089
Patrick Cogny Chief Executive Officer of Genpact Europe(2)	2006	318,793		81,887		99,364	—		292,638	(9)	792,682
Mitsuru Maekawa Chief Executive Officer of Genpact Asia(2)	2006	317,065		311,664	(10)	55,493	—		159,843	(11)	844,065

(1)

The amounts shown under this column reflect the dollar amount recognized for financial statement reporting purposes for the fiscal year ended December 31, 2006, in accordance with FAS 123(R), of awards pursuant to our 2005 Stock Option Plan and thus include amounts from awards granted in and prior to 2006. Assumptions used in the calculation of these amounts are included in Note 19 "Employee stock incentive plan" to our audited financial statements for the fiscal year ended December 31, 2006 included elsewhere in this prospectus. However, as required by the rules promulgated by the Securities and Exchange Commission, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions.

(2)

Certain payments to Messrs. Bhasin, Gour, Cogny and Maekawa were made using foreign currency. The following foreign exchange rates were used to calculate amounts in the above table for these named executive officers:

•: Mr. Bhasin: $1/INR44.28, with respect to amounts under the "All Other Compensation" column.
•: Mr. Gour: $1/INR44.28, with respect to all amounts other than with respect to the "Option Awards" column.
•: Mr. Cogny: $1/€ 0.75, with respect to all amounts other than with respect to the "Option Awards" column.
•: Mr. Maekawa: $1/JPY117, with respect to all amounts other than with respect to the "Option Awards" column.

(3)

The amount shown does not include $45,000 paid to Mr. Bhasin in 2006, which was a payment made in arrears with respect to his base salary for fiscal year 2005.

(4)

The amount shown represents the change in pension value with respect to Mr. Bhasin's retirement benefits under his employment agreements. See "—Narrative Disclosure to Summary Compensation

Table and Grant of Plan-Based Awards Table—Employment Agreement with Named Executive Officers" and "—Potential Payments Upon Termination or Change of Control."

(5): The amount shown consists of the following payments and benefits to Mr. Bhasin: (a) $8,800 for our matching contribution to our 401(k) plan and a $13,200 contribution to our tax-qualified defined contribution profit sharing plan; (b) $34,381 for Leadership Life Insurance Plan premiums; (c) $111,732 for reimbursements relating to lease, maintenance and utility payments in connection with Mr. Bhasin's housing; (d) $669 for reimbursement of tuition expenses for Mr. Bhasin's child; (e) $12,710 for reimbursement of expenses for retaining services of security personnel and (f) $10,930 for reimbursement of expenses relating to Mr. Bhasin's automobile and driver.
(6): Amount shown represent our annual bonus payment of $64,962 and a retention bonus payment of $189,048 to Mr. Gour made by General Electric for services to us under the General Electric Special Bonus Plan.
(7): The amount shown represents the change in pension value with respect to Mr. Gour's Gratuity Plan benefit, which is required to be provided to all employees in India pursuant to Indian law. Assumptions used in the calculation of this amount are included in Note 18 "Employee benefit plans" to our audited financial statements for the fiscal year ended December 31, 2006, included elsewhere in this prospectus. See also "—Narrative Disclosure to Summary Compensation Table and Grant of Plan-Based Awards Table."
(8): The amount shown consists of the following payments and benefits to Mr. Tyagarajan: (a) $8,800 for our matching contribution to our 401(k) plan and a $9,900 contribution to our tax-qualified defined contribution profit sharing plan; (b) $3,699 for Leadership Life Insurance Plan premiums; and (c) $19,521 for reimbursement of automobile-related expenses.
(9): The amount shown consists of the following payments and benefits to Mr. Cogny: (a) $135,512 for payments to government-sponsored social welfare programs; (b) $37,426 for reimbursement of housing-related expenses; (c) $39,080 for reimbursement of tuition expenses for Mr. Cogny's children; (d) $4,293 for reimbursement of automobile-related expenses; and (e) $76,327 for tax equalization payments.
(10): Amount shown represents our annual bonus payment of $68,649 and a retention bonus payment of $243,015 made to Mr. Maekawa by General Electric for services to us under the General Electric Special Bonus Plan.
(11): The amount shown consists of the following payments and benefits to Mr. Maekawa: (a) $40,574 for life insurance premiums; (b) $2,992 for medical insurance premiums; (c) $20,169 for reimbursement of automobile-related expenses (d) $19,384 for reimbursement of housing-related expenses; and (e) $76,724 for tax equalization payments.

Grant of Plan-Based Awards

The following table provides certain information regarding equity-based awards granted to our named executive officers during the fiscal year ended December 31, 2006. There were no grants under any non-equity incentive plans to any of our named executive officers for the year ended December 31, 2006.

Name		Grant date		Non-Equity Incentive Plan Option Awards: Number of Securities Underlying Options (#)		Exercise Price of Option Awards ($/Sh)		Grant Date Fair Value of Option Awards ($)
Patrick Cogny		2/27/06		100		1,177(1	)	61,100

(1): Exercise price determined by our compensation committee on the date of grant based on various factors, including the December 16, 2005 sale by General Electric of a portion of our equity to a subsidiary of Wachovia Corporation. See "Prospectus Summary—The Company."

Narrative Disclosure to Summary Compensation Table and Grant of Plan-Based Awards Table

Employment Agreements with Named Executive Officers

Below are descriptions of the material terms of our employment agreements with our named executive officers other than those with respect to termination and change of control.

Pramod Bhasin. We entered into an employment agreement with Pramod Bhasin, our President and Chief Executive Officer, effective as of January 1, 2005. The employment agreement has an indefinite term and may be terminated by us or Mr. Bhasin or due to Mr. Bhasin's death or disability, subject to the termination provisions described below. The employment agreement provides for an annual base salary of not less than $567,500, which will be reviewed annually by our board of directors, and a target annual cash bonus equal to 120% of annual base salary, subject to attainment of performance criteria established by our board of directors. For 2006, as discussed in the "Compensation Discussion and Analysis," the compensation committee awarded a bonus in excess of the maximum provided in the employment agreement in recognition of Mr. Bhasin's outstanding individual performance and contribution to our success.

Mr. Bhasin is entitled to benefits, perquisites and fringe benefits that are no less favorable than the benefits and perquisites provided to our other senior executives and up to $200,000 in reimbursement for lease, maintenance and utility payments in connection with his housing and expenses relating to his automobile and driver. Mr. Bhasin is also entitled to relocation expense reimbursement and four weeks' vacation.

Pursuant to the terms of the employment agreement, in September 2005, Mr. Bhasin purchased 535.045 interests of Genpact Management Investors, LLC at the per interest price of $1,869, for a total purchase price of $1,000,000. As of December 31, 2006, Genpact Management Investors, LLC held shares in us indirectly through GICo, an investment entity of General Atlantic and Oak Hill. In connection with the 2007 Reorganization, we expect that Genpact Management Investors, LLC will be liquidated and that the shares it holds in our Company will be distributed directly to Mr. Bhasin and our other employees who currently hold Company shares through this entity.

Pursuant to the terms of his employment agreement, Mr. Bhasin also received 20,000 Company options. Of these, 17,500 Company options are subject to time-based vesting and the remaining 2,500 Company options are subject to performance-based vesting (the "performance options"). The Company options were granted on July 26, 2005. Information with respect to these grants is included in the "—Outstanding Equity Awards at Fiscal Year End" table.

Mr. Bhasin is also entitled to retention bonus payments upon the occurrence of any of the following: (a) January 1, 2010, (b) a change in control (as defined in the 2005 Plan), (c) the termination of Mr. Bhasin's employment under the employment agreement (other than by Genpact Limited for cause (as defined in his employment agreement)) and (d) an Investor Group Sale (as defined below), subject to his continued employment with us until the applicable time. The maximum aggregate retention bonus amounts payable is $5,000,000, and any previously paid retention bonus amounts are subtracted from subsequent retention bonus amounts payable. Any retention bonus payment will be paid out at our election in cash, in our common shares or any combination of cash and our common shares within five business days following the triggering event. An "Investor Group Sale" is defined as a sale or other disposition by General Atlantic or Oak Hill of any number of our common shares (other than dispositions between such entities and their affiliates).

Generally, with some modification in the event of an Investor Group Sale, as described below, the retention bonus is equal to the product of a vested percentage (described below) and $5,000,000 less the excess of $11,000,000 over the then current fair market value of 17,500 of our common shares, subject to adjustment to reflect stock splits or other changes in our company's capital structure. The retention bonus in the event of an Investor Group Sale is equal to the product of the general formula for the retention

bonus described above and the percentage of our common shares sold in the aggregate (including prior sales) by such entities. No retention bonus amounts were paid to Mr. Bhasin under his employment agreement prior to this offering. Depending on the number of common shares sold by the Investor Group in connection with this offering we expect that Mr. Bhasin will receive a retention bonus payment of approximately $ in connection with this offering.

The vested percentage for determining the amount of the retention bonus amount payable upon a triggering event begins at 0% on January 1, 2005 and increases by 5% every three months thereafter until it reaches 100% on January 1, 2010, subject to special adjustments if Mr. Bhasin's employment is terminated, as described below. Mr. Bhasin shall not receive any unpaid retention bonus if terminated for cause. In the event of a change in control other than the acquisition of our Company for non-cash consideration and Mr. Bhasin continues to be the Chief Executive Officer of the surviving company then the vested percentage will be 100%. In addition, if following a change in control involving the acquisition of our Company for non-cash consideration, Mr. Bhasin's employment is terminated due to death or disability, by us without cause or by Mr. Bhasin for good reason (as defined below), the vested percentage will be 100%.

For purposes of Mr. Bhasin's employment agreement, the term "good reason" means reducing the nature or scope of Mr. Bhasin's authorities or duties, reduction in base salary, target bonus or fringe benefits or requiring Mr. Bhasin to report to any person other than our board of directors, which has not been cured by us within 30 days following notice by Mr. Bhasin.

In the event of a termination of his employment, Mr. Bhasin will receive various payments and benefits pursuant to his employment agreement. Following the termination of Mr. Bhasin's employment for any reason, including for cause (as defined in his employment agreement) Mr. Bhasin is entitled to a pension benefit of $190,000 per year, payable on the same terms and conditions as the benefit accrued by Mr. Bhasin under the General Electric Company Pension Plan, as amended and restated as of July 1, 2003. If Mr. Bhasin's employment terminates due to his death or disability, Mr. Bhasin or his estate, as applicable, will receive any vested but unpaid portion of the retention bonus, calculated as though Mr. Bhasin's employment continued for 12 months after such termination. If Mr. Bhasin's employment is terminated by Mr. Bhasin voluntarily, he will receive a pro-rated bonus for the fiscal year of termination if the performance criteria for the year are achieved and any vested but unpaid portion of the retention bonus. Such payments would be made in lump sum following termination.

If Mr. Bhasin's employment is terminated by us without cause (as defined in the employment agreement) or by Mr. Bhasin for good reason, Mr. Bhasin is entitled to a lump sum payment, within five days of such termination, of an amount equal to a pro-rated bonus for the year in which termination occurs and any vested but unpaid portion of the retention bonus, calculated as though Mr. Bhasin's employment continued for 12 months after such termination (or in case of terminations prior to January 1, 2007, as though employment continued for 24 months), plus an amount equal to the two times the sum Mr. Bhasin's then current base salary and the annual bonus received for the fiscal year preceding the fiscal year of termination. In addition, we will continue to provide Mr. Bhasin and his dependents with health benefits at the same level of coverage and benefits as is provided to our US-based senior executives for two years following the date of termination, or if such continuation is not permitted under the relevant plans, an amount in cash equal to the amount necessary to provide Mr. Bhasin with such health benefits.

Mr. Bhasin is not entitled to receive any payment of any unpaid retention bonus if terminated by us for cause.

Mr. Bhasin's payments upon termination of employment described above are subject to his execution of a release. The release would also be executed by us and release Mr. Bhasin from any claims by us relating to Mr. Bhasin's employment or services other than claims based on acts or omissions of Mr. Bhasin that involve fraud or which are not known to the non-employee directors on the date of such release. The release also includes a mutual non-disparagement provision.

Under his employment agreement, for one year after the termination of his employment, Mr. Bhasin is not permitted to engage in or carry on, directly or indirectly, any enterprise, whether as an advisor, principal, agent, partner, officer, director, employee, shareholder (other than certain minor passive ownership), associate or consultant to any of a specified group of five companies or any successor of any such entity, which group may be amended annually by our board of directors so long as the number of entities does not exceed five. In addition, for two years after his termination of employment, Mr. Bhasin is not permitted knowingly to (a) attempt to influence, persuade or induce or assist any other person in so doing, any of our employees or independent contractors to give up, or to not commence, employment or a business relationship with us, (b) unless otherwise contrary to law, directly or indirectly, through direction to any third party, hire or engage, or cause to be hired or engaged, any person who is or was one of our employees or independent contractors or (c) attempt to influence, persuade or induce, or assist any other person in so doing, any of our agents, consultants, vendors, suppliers or clients to give up or not commence, a business relationship with us.

V.N. Tyagarajan. We entered into an employment agreement with V.N. Tyagarajan, our Executive Vice President and Head of Sales, Marketing and Business Development, on September 21, 2005. The employment agreement has an indefinite term and may be terminated by us or Mr. Tyagarajan or due to Mr. Tyagarajan's death or disability, subject to the termination provisions described below. The employment agreement provides for an annual base salary of not less than $300,000 and a target bonus of 100% of annual base salary, capped at $500,000. For 2006, as discussed in the "Compensation Discussion and Analysis," the compensation committee awarded a bonus in excess of the maximum provided in the employment agreement in recognition of Mr. Tyagarajan's outstanding individual performance and contribution to our success. Mr. Tyagarajan is entitled to benefits and perquisites generally available to our other senior executives and is entitled to four weeks vacation and automobile perquisites.

Under his employment agreement, Mr. Tyagarajan received 5,000 Company options on July 26, 2005.

If Mr. Tyagarajan's employment is terminated by us for cause (as defined in his employment agreement) or if Mr. Tyagarajan terminates his employment for any reason, for one year following such termination, Mr. Tyagarajan may not engage in or carry on, directly or indirectly, any enterprise, whether as an advisor, principal, agent, partner, officer, director, employee, shareholder, associate or consultant for or on behalf of any of a specified group of five companies. If Mr. Tyagarajan's employment is terminated by us without cause, he will be entitled to a lump sum cash payment equal to 50% of his base salary in effect on the date of termination, in addition to any earned but unpaid base salary and bonus, and will be subject to the above-described restriction for six months following his termination. In addition, under his employment agreement, Mr. Tyagarajan may not, for thirty-six months following the termination of his employment, (a) directly or indirectly solicit any person who is on the date of Mr. Tyagarajan termination our employee or independent contractor, (b) attempt to influence, persuade or induce, or assist any other person in doing so, any entity that is on the date of his termination a client of ours to give up or not commence, a business relationship with us or (c) directly or indirectly solicit for business or corporate opportunity any entity that is one of our clients on the date of his termination.

Other Named Executive Officers. We do not have employment agreements with any of our other named executive officers.

Equity-Based Compensation Plans

We maintain the following equity-based compensation plans as an additional means to attract able persons to enter and remain in our employ and to provide a means whereby our employees, managers, directors and consultants can acquire and maintain share ownership and to further align the interests of award recipients and our shareholders: the Genpact Global Holdings 2007 Stock Option Plan, the Genpact Global Holdings 2006 Stock Option Plan and the Gecis Global Holdings 2005 Stock Option Plan (collectively, the "Company Stock Plans").

A total of common shares are available for options granted under the Company Stock Plans. At , 2007, there were options to purchase common shares outstanding under the Company Stock Plans at a weighted average exercise price of $ per share, including options held by each of our named executive officers. Other than the grant to Mr. Cogny indicated in the "Grant of Plan Based Awards Table," we did not grant any Company options to our named executive officers in 2006.

The terms of each Company Stock Plan are substantially similar. The Company Stock Plans are administered by the compensation committee, which is authorized to, among other things, select the officers and other employees who will receive grants and determine the exercise price and vesting schedule of the options.

The exercise price per share of our common stock subject to the Company options is set by our compensation committee at the time of grant and is not less than the fair market value of the underlying shares on the date of grant. Prior to our offering, the fair market value was determined by our board of directors or compensation committee, as applicable, as required under our Company Stock Plans.

Company options granted under the Company Stock Plans are also currently subject to our Shareholders Agreement. See "Certain Relationships and Related Party Transactions—Shareholders Agreement" for a description of our Shareholders Agreement. In addition, currently, optionees are required to execute a stock purchase agreement in connection with the exercise of their options. We currently anticipate that following the consummation of this offering, optionees will no longer be required to enter into such stock purchase agreements in connection with the exercise of their Company options. Pursuant to the terms of the current form of stock purchase agreement, if an optionee's employment with us is terminated for any reason at any time prior to the 30 day period preceding a change in control (as defined below in "—Potential Payments Upon Termination or Change of Control—Company Stock Plans"), beginning six months and one day after the date of exercise, we have a call option on any or all of the shares issued upon the exercise of Company options, or option shares, based on the fair market value of the shares on the date the call option is exercised. If the optionee's employment is terminated by us for cause, the price for the call option is the lesser of fair market value of the share and the per share exercise price of the original Company option. In addition, under the stock purchase agreement, we have the right to require the optionee to sell his or her option shares in the event of a sale of 30% or more of our issued and outstanding shares or of our shares entitled to vote in the election of directors representing 30% or more of the voting power of such equity securities (a "sale event"), and we must require the purchaser in a sale event to offer holders of option shares terms and conditions which, in the aggregate, are no less favorable to the purchaser than the terms and conditions provided to the us or our shareholders in connection with such sale event. As of the date of this offering, none of our named executive officers have exercised their options and therefore none of our named executive officers have entered into a stock purchase agreement with respect to their options.

Our board of directors may amend, alter, suspend, discontinue or terminate the Company Stock Plans or any award agreement under the Company Stock Plans at any time, subject to any required shareholder approvals. No such amendment, alteration, suspension, discontinuance or termination that would impair the rights of any participant with respect to any option will be effective without the consent of the affected participant, unless such amendment, alternation, suspension, discontinuance or termination is required by applicable law.

Company options granted under the Company Stock Plans may not be transferred, except in certain limited circumstances.

We intend to file with the Securities and Exchange Commission a registration statement on Form S-8 covering our common shares issuable under the Company Stock Plans, as required under the Company Stock Plans.

For a description of the provisions in our Company Stock Plans and related arrangements relating to termination of employment or a change of control, see "—Employment Agreement With Named Executive Officers—Company Stock Plans."

General Electric Special Bonus Plan

Messrs. Gour and Maekawa received payments under the General Electric Special Bonus Plan, pursuant to which General Electric agreed to pay such executives a retention bonus payment, provided that the executive remained with us for 18 months following the 2004 Reorganization. See "Prospectus Summary—The Company—2004 Reorganization."

Retirement Benefits

We provide our employees in the United States, including Messrs. Bhasin and Tyagarajan, with a tax-qualified defined contribution 401(k) plan, pursuant to which employees may elect to defer pre-tax salary amounts up to the limits set by the Internal Revenue Code. We match 100% of the first 4% of salary deferred by our employees under the 401(k) plan. In addition, we provide our employees in the United States with an additional employer contribution under our tax-qualified defined contribution profit-sharing plan.

Pursuant to our employment agreement with Mr. Bhasin, following the termination of his employment for any reason, he is entitled to a pension benefit of $190,000, payable on the same terms and conditions as the benefit accrued by Mr. Bhasin under the General Electric Company Pension Plan, as amended and restated as of July 1, 2003.

We maintain a Gratuity Plan, which is a defined benefit plan required to be provided to all Indian employees by applicable law, including Mr. Gour. In addition, in India, we maintain a Superannuation Plan, which is a defined contribution plan under which we do not make any employer contributions, and a Provident Fund Plan which is a defined contribution plan required under applicable law.

We do not provide retirement benefits to our other named executive officers.

Outstanding Equity Awards at Fiscal Year End

The following table provides information regarding each unexercised Company option held by each of our named executive officers as of December 31, 2006.

Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Awards Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date
Pramod Bhasin	7,875	9,625	—	623	7/26/2015	(1)
Pramod Bhasin	—	—	2,500	623	7/26/2015	(2)
Vivek N. Gour	1,350	1,650	—	623	7/26/2015	(1)
V.N. Tyagarajan	2,000	3,000	—	623	7/26/2015	(3)
Patrick Cogny	518	632	—	623	7/26/2015	(4)
Patrick Cogny	10	90	—	1,177	2/27/2016	(5)
Mitsuru Maekawa	450	550	—	623	7/26/2015	(1)

(1) These Company options were granted on July 26, 2005, and vest with respect to 20% on the first anniversary of January 1, 2005; thereafter, 5% of the Company options vest every three months until the Company options are 100% vested.

(2) Mr. Bhasin was granted 2,500 Company options under the Company Stock Planson July 26, 2005, that are subject to performance-based vesting conditions (the "Company performance options"). Pursuant to the terms of Mr. Bhasin's award agreement, in the event of any "partial exit" (defined as a sale or other disposition, which does not constitute and occurs prior to a change in control, by any of General Atlantic and Oak Hill (other than to General Atlantic, Oak Hill and their respective affiliates) of any number of our common shares or other securities), if the "internal rate of return" (as defined in the award agreement) on a cumulative basis is at least 25% in connection with such partial exit, the Company performance options will vest with respect to a percentage of the Company performance options equal to the product of 0.8 multiplied by the percentage of the aggregate number of common shares beneficially owned by General Atlantic and Oak Hill on January 1, 2005, which have in the aggregate been sold in such partial exit and all prior partial exits. In the event of a partial exit where General Atlantic and Oak Hill realize an internal rate of return on a cumulative basis of at least 30% in connection with such partial exit, the relevant multiple is 0.9. In the event the internal rate of return on a cumulative basis is at least 35%, the relevant multiple is 1.0. Any Company performance options remaining unvested following a partial exit may vest upon the occurrence of other vesting events. We expect that Company performance options with respect to approximately shares will vest in connection with the "partial exit" resulting from the offering.

In addition to potential vesting dates based on "partial exits" described above, the Company performance options will also be subject to vesting upon the earlier of a change in control (as defined in "—Potential Payments Upon Termination or Change of Control—Company Stock Plans") and January 1, 2010, in each case subject to Mr. Bhasin's continued employment. Upon the earlier of such events, the Company performance options will vest with respect to a percentage based on the internal rate of return (as defined in the option award agreement) realized by General Atlantic and Oak Hill. If the internal rate of return is at least 25%, the Company performance options will become vested with respect to a percentage equal to the excess of 80% of the Company performance options over the aggregate percentage of Company performance options that have become vested and exercisable prior to the vesting date pursuant to any partial exit. If the internal rate of return is at least 30%, the Company performance

options will become vested with respect to a percentage equal to the excess of 90% of the Company performance options over the aggregate percentage of Company performance options that have become vested prior to the vesting date pursuant to any partial exit. If the internal rate of return is at least 35%, the Company performance options will become vested with respect to a percentage equal to the excess of 100% of the Company performance options over the aggregate percentage of Company performance options that have become vested prior to the vesting date pursuant to any partial exit. See "—Potential Payments Upon Termination or Change of Control" for details on the consequences of certain terminations on the vesting of the Company performance options.

(3) These Company options were granted on July 26, 2005, and vest with respect to 20% on the first anniversary of February 2, 2005 and, thereafter, 5% of the Company options vest every three months until the Company options are 100% vested.

(4) These Company options were granted on July 26, 2005, and vest with respect to 20% on the first anniversary of March 1, 2005; thereafter, 5% of the Company options vest every three months until the Company options are 100% vested.

(5) These Company options were granted on February 27, 2006, and vest with respect to 10% on March 1, 2007; 20% on March 1, 2008; 30% on March 1, 2009; and 40% on March 1, 2010.

Option Exercises

None of our named executive officers exercised any Company options in the fiscal year ended December 31, 2006.

Pension Benefits

The chart below provides information on certain pension benefits provided to our named executive officers for the fiscal year ended December 31, 2006.

Name		Plan Name		Number of Years Credited Service (#)		Present Value Accumulated Benefit ($)		Payments during fiscal year last ($)
Pramod Bhasin		Employment Agreement with Mr. Bhasin		not applicable		160,887	(1)	0
Vivek N. Gour		Gratuity Plan for Indian Employees		5.35		26,874	(2)	0

(1): The accumulated benefit is based on a benefit of $190,000 per year payable to Mr. Bhasin under his employment agreement. The present value has been calculated based on the following assumptions: (a) an annual interest rate of 5.75%; (b) the UK published mortality tables PA(90), suitably adjusted; (c) a commencement date of January 8, 2018; (d) a retirement age of 65; and (e) no death or retirement prior to commencement date.
(2): We are required to provide all Indian employees with benefits under a Gratuity Plan, which is a defined benefit plan. Assumptions used in the calculation of this amount are included in Note 18 "Employee benefit plans" to our audited financial statements for the fiscal year ended December 31, 2006, included elsewhere in this prospectus.

Nonqualified Deferred Compensation

We do not provide our named executive officers with any nonqualified deferred compensation.

Potential Payments Upon Termination or Change in Control

Below is a description of the potential payments and benefits that would be provided to our named executive officers upon termination of their employment or a change in control under their employment agreements and award agreements under the Company Stock Plans.

Employment Agreements with Named Executive Officers

Pramod Bhasin and V.N. Tyagarajan

We have entered into employment agreements with Messrs. Bhasin and Tyagarajan, which provide for certain payments and benefits to be paid to each upon certain terminations of employment. See "—Narrative Disclosure to Summary Compensation Table and Grant of Plan-Based Awards Table—Employment Agreements with Named Executive Officers" for a description of these provisions.

Company Stock Plans

Under the Company Stock Plans, upon the occurrence of a change of control (as defined below) or dissolution or liquidation, our board of directors may provide that all Company options will become immediately exercisable. Our board of directors may also, upon at least ten days' advance notice, cancel any outstanding Company options and pay to the holders of such Company options, in cash or shares, the value of such Company options based upon the price per share received by our other shareholders in the event of a change in control. Our obligations under the Company Stock Plans will be binding upon any successor corporation or organization. The Company Stock Plans require that we make appropriate provisions to preserve optionees' rights under the Company Stock Plans including, where it is intended that Company options survive a change in control, by requiring that outstanding Company options be assumed or that substantially equivalent options be substituted for our outstanding Company options. The term "change in control" for purposes of our Company Stock Plans is defined as the following: (a) the acquisition by any person or entity (other than General Atlantic, Oak Hill or GE Capital International (Mauritius) or any of their respective affiliates (referred to for purposes of this definition as the "Investors"), directly or indirectly, of more than 50% of the combined voting power of the then outstanding securities entitled to vote generally in the election of our directors, including, without limitation, as a result, in whole or part, by reason of a sale or other disposition by General Atlantic, Oak Hill or any of their respective affiliates of their direct or indirect interest in GICo and/or Genpact Global (Lux)) or any successor entities; (b) any merger, consolidation, reorganization, recapitalization, tender or exchange offer or any other transaction with or affecting us, GICo and/or Genpact Global (Lux) as a result of which a person or entity other than an Investor owns after such transaction, directly or indirectly, more than 50% of the combined voting power of the then outstanding securities entitled to vote generally in the election of our directors; or (c) the sale, lease, exchange, transfer or other disposition to any person or entity, other than an Investor, of all or substantially all, of our assets and our consolidated subsidiaries.

Subject to certain limitations relating to incentive stock options and exemptions available under certain securities regulations, Company options granted under the Company Stock Plans will be subject to adjustment or substitution as to the number, price or kind of share or other consideration subject to such Company options or as otherwise determined by our board of directors to be equitable in the event of changes in our outstanding shares or capital structure by reason of share or extraordinary cash dividends, share splits, reverse share splits, recapitalization, reorganizations, mergers, consolidations, separations, combinations, exchanges or other relevant corporate transactions or changes in capitalization or in the event of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for, participants, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Company Stock Plans.

Generally, except as described below, our Company option award agreements with our named executive officers do not provide for accelerated vesting upon a termination of employment. With respect to the 17,500 Company options granted to Mr. Bhasin on July 26, 2005, in the event Mr. Bhasin's employment agreement is terminated due to death or disability (as defined in his employment agreement), such Company options will become vested as to that number of additional option shares that would have vested if Mr. Bhasin had remained employed by us for an additional period of 12 months following the date of such termination. If Mr. Bhasin's employment is terminated by us without cause (as defined in his employment agreement) or by Mr. Bhasin for good reason (as defined in his employment agreement and described above), the Company options will become vested and exercisable on the date of such termination as to that number of additional option shares that would have vested for an additional 12 months (or in the case of terminations on or prior to December 31, 2006, 24 months). In the event of a change in control of our Company Mr. Bhasin's Company options described above will become fully vested.

With respect to the Company performance options, If Mr. Bhasin's employment is terminated due to death or disability or, after December 31, 2006, by us without cause or by Mr. Bhasin for good reason, the Company performance options will become vested on the date of such termination as to that number of option shares, if any, that is necessary to vest Mr. Bhasin an additional 20% of the total option shares. See description of performance-based vesting under the "Outstanding Equity Awards at Fiscal Year End" table for consequences of a change in control with respect to the Company performance options.

In the event Mr. Bhasin's employment is terminated due to death or disability, by us without cause or by Mr. Bhasin for good reason, all his vested Company options and his Company performance options will continue to be exercisable for three years. In the event of a termination by Mr. Bhasin without good reason, all his vested Company options and his Company performance options will be exercisable for 90 days following termination. In the event of termination by us for cause, all his vested and unvested options will terminate.

Termination and Change of Control Potential Payments and Benefits Table

The amounts included in the table below do not include payments and benefits to the extent they are provided on a non-discriminatory basis to salaried employees generally upon termination of employment. The amounts indicated are based on the payments and benefit that would have been incurred by the company if the named executive officer's employment had terminated as of December 29, 2006, which is the last business day of the fiscal year ended December 31, 2006. Where applicable, the value of one of our

common shares on December 29, 2006 was $1,909, which we estimate to be the fair market value of our common shares as of that date.

Name		Involuntary Termination without Cause ($)		Involuntary Termination for Cause ($)		Voluntary Termination with Good Reason (1) ($)		Voluntary Termination without Good Reason ($)		Termination due to Death ($)		Termination due to Disability ($)		Change of Control ($)
Pramod Bhasin
	Cash Severance	7,664,521	(2)	—		7,664,521	(2)	1,744,521	(3)	1,750,000	(4)	1,750,000	(4)	5,000,000	(5)
	Equity Treatment	10,288,000	(6)	—		10,288,000	(6)	—		5,144,000	(7)	5,144,000	(7)	15,592,750	(8)
	Health and Welfare	276,728	(9)	—		276,728	(9)	—		—		—		—
	Pension Benefits	160,887	(10)	160,887	(10)	160,887	(10)	160,887	(10)	160,887	(10)	160,887	(10)	—
TOTAL		18,390,136		160,887		18,390,136		1,905,408		7,054,887		7,054,887		20,592,750
VN Tyagarajan
	Cash Severance	165,000	(11)	—		—		—		—		—		—
	Equity Treatment	—		—		—		—		—		—		—
	Health and Welfare	—		—		—		—		—		—		—
	Pension Benefits	—		—		—		—		—		—		—
TOTAL		165,000		0		0		0		0		0		0

(1): See definition of good reason in "—Narrative Disclosure to Summary Compensation Table and Grant of Plan-Based Awards Table—Employment Agreements with Named Executive Officers—Pramod Bhasin."
(2): Amount represents the following: (a) payment in lump sum of an amount equal to a pro-rated bonus for the year in which termination occurs ($994,521); (b) payment of any vested but unpaid portion of the retention bonus, including the portion vesting on such termination of employment, or 75% of the retention bonus ($3,750,000); and (c) payment of an amount equal to the two times the sum of Mr. Bhasin's then current base salary, which was $610,000, and the annual bonus received for the fiscal year preceding the fiscal year of termination, which annual bonus was $850,000 in 2005 ($2,920,000). The formula used to calculate (b) would be different if we assumed Mr. Bhasin's employment terminated after December 31, 2006. See "—Narrative Disclosure to Summary Compensation Table and Grant of Plan-Based Awards Table—Employment Agreements with Named Executive Officers—Pramod Bhasin."
(3): Amount represents the following: (a) value of pro-rated bonus for the fiscal year of termination assuming the performance criteria for the year are achieved ($994,521); and (b) payment of any vested but unpaid portion of the retention bonus, or 15% of the retention bonus ($750,000).
(4): Payment of any vested but unpaid portion of the retention bonus, including the portion vesting on such termination of employment, or 35% of the retention bonus ($1,750,000).
(5): Value of full retention bonus. Value assumes that no retention bonus would otherwise be paid or have been paid to Mr. Bhasin prior to the change of control.
(6): Estimated value of vesting of additional 40% of the options held by Mr. Bhasin. The formula used to calculate the percent of Company options that would be subject to accelerated vesting would be different if we assumed Mr. Bhasin's employment terminated after December 31, 2006. See "—Narrative Disclosure to Summary Compensation Table and Grant of Plan-Based Awards Table—Employment Agreement with Named Executive Officers—Pramod Bhasin."

100

(7): Estimated value of vesting of additional 20% of the Company options held by Mr. Bhasin, assuming that the share price remains the same as the price on December 29, 2006, over the 12 month period following termination of employment.
(8): Estimated value of vesting of all unvested Company options held by Mr. Bhasin as of December 29, 2006, assuming the highest internal rate of return achieved for Company performance options.
(9): Estimated value of providing Mr. Bhasin and his dependents with health benefits at the same level of coverage and benefits as is provided to our US-based senior executives for two years following the date of termination. Amount calculated based on the present value of maximum liability with respect to Mr. Bhasin and his dependents under our applicable benefit plan in effect as of December 29, 2006, which was a self-funded plan.
(10): See "Pension Benefits" table.
(11): Value of 50% of Tyagarajan's base salary in effect as of December 29, 2006.

101

DIRECTOR COMPENSATION

Prior to our initial public offering, we did not pay our directors any cash compensation for service on the board of directors and committees of our board of directors. From 2005 to 2006 we granted each of our non-employee directors, other than the chairman of the audit committee of the board of directors, 450 Company options, with a per share exercise price equal to the per share fair market value of the underlying shares on the grant date, upon the commencement of his or her service as a director. The directors who received such Company options are as follows: J. Madden, R. Scott and M. Spence. The chairman of the audit committee, J. Barter, received 475 Company options, with an exercise price equal to the per share fair market value of the underlying shares on the grant date. Twenty percent of these Company options vest on the first anniversary of the date of the first board of directors meeting attended by the director, and thereafter, vest at the rate of five percent of the Company options per quarter until the Company options are 100% vested on the fifth anniversary of the date of the first board of directors meeting attended by the director, subject to continued service as a director.

Our practice prior to our initial public offering has been not to provide compensation for employee directors and directors who are designated by our majority shareholders for their service on the board and board committees, although we do reimburse all of our directors for all out-of-pocket business expenses. Following our initial public offering, our non-employee directors will each receive an annual retainer of $40,000, except that Mr. Barter will receive an annual retainer of $75,000 for his service as chairman of the audit committee. In addition, following our initial public offering we will grant each of our directors who is appointed to our board of directors by our majority shareholders and who does not already have Company options, 250 Company options.

The following table sets forth the compensation of our directors for the fiscal year ended December 31, 2006.

Director Compensation

Name	Year	Option Awards ($) (1)		All Other Compensation($)(2)	Total ($)
J. Barter	2006	36,792	(3)	—	36,792
J. C. Madden	2006	37,182	(4)	—	37,182
R. G. Scott	2006	46,243	(5)	—	46,243
A. M. Spence	2006	37,182	(6)	11,783	48,965

(1) The amounts shown under this column reflect the dollar amount recognized for financial statement reporting purposes for the fiscal year ended December 31, 2006, in accordance with FAS 123(R) of awards pursuant to our 2005 Stock Option Plan and 2006 Stock Option Plan and thus include amounts from awards granted in and prior to 2006. Assumptions used in the calculation of these amounts are included in Note 19 "Employee stock incentive plan" to our audited financial statements for the fiscal year ended December 31, 2006 included elsewhere in this prospectus. However, as required, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions.

(2) Amounts under this column represent reimbursement for travel expenses. Other than Mr. Spence, none of our directors were reimbursed for expenses greater than $10,000.

(3) As of December 31, 2006, Mr. Barter held 475 Company options. The per share grant date fair value of these Company options, which were granted on September 28, 2005, was $169.

(4) As of December 31, 2006, Mr. Madden held 450 Company options. The per share grant date fair value of these Company options, which were granted on September 28, 2005, was $169.

102

(5) As of December 31, 2006, Mr. Scott held 450 Company options. The per share grant date fair value of these Company options, which were granted on February 27, 2006 was $611.

(6) As of December 31, 2006, Mr. Spence held 450 Company options. The per share grant date fair value of these Company options, which were granted on September 28, 2005, was $169.

103

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Shareholders Agreement

Prior to the consummation of this offering we and the selling shareholders will enter into an amended and restated shareholders agreement relating to the common shares the selling shareholders hold in us. Pursuant to this agreement GE is currently entitled to nominate two persons to our board of directors, General Atlantic is entitled to nominate two persons to our board of directors and Oak Hill is entitled to nominate two persons to our board of directors, assuming no change in their respective shareholdings. In addition, each of the selling shareholders is subject to certain restrictions on the transfer of their common shares.

The agreement grants the selling shareholders certain rights to require us to register for public resale under the Securities Act all common shares that they request be registered after the expiration of the relevant lock-up period following this offering. In addition, the agreement grants the selling shareholders piggyback rights on any registration for our account or the account of another shareholder. These rights are subject to customary cutbacks and other restrictions. In connection with this offering or the other registrations described above, we will indemnify any selling shareholders and we will bear all fees, costs and expenses (except underwriting discounts and selling commission).

Our Master Services Agreement with GE

Our MSA with GE is for a term ending December 31, 2013. It can be renewed for a single three-year term upon mutual written agreement with at least twelve months prior written notice. Under the MSA, GE has agreed to purchase a stipulated minimum dollar amount of services or pay us certain costs in lieu thereof. The minimum annual volume commitment is $360 million for each of the six years beginning January 1, 2005. The annual commitment is then reduced in a phased manner for the final three years of the MSA, with the commitment being $270 million for 2011, $180 million for 2012, and $90 million for 2013. The minimum committed amount is subject to reduction in certain circumstances, including (1) as a result of the termination of any SOWs by GE for cause, (2) as a result of non-performance of services by us due to certain force majeure events or (3) in certain other circumstances relating to business offered to us by GE that we chose not to perform. In the event that the actual purchased dollar volume for any year falls below the minimum volume commitment, GE has agreed to make certain payments to us. The payments GE is required to pay to us if it does not meet the minimum volume commitment are significantly lower than the amount by which GE's purchases fall short of that minimum volume commitment. In the event that GE purchases more than the minimum volume commitment in a given year, it is entitled to a limited credit against future shortfalls.

Our pricing arrangements with GE vary by SOW and include some time and materials contracts and some fixed price contracts, as well as productivity benefit sharing. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Overview."

There is no restriction on our ability to provide services to other parties, except that we have agreed not to allow employees who have performed certain software-related services for GE to work on a similar project for companies that GE names in writing as its competitors for a period of 12 months following the completion of such services to GE. We have the right of first opportunity during the term of the MSA to respond to a request for proposal from GE in respect of any business process services that are (1) similar to those already provided to GE, (2) able to be provided by us in India, China, Hungary or Mexico and (3) anticipated to involve an annual purchase dollar volume in excess of $200,000, so long as GE has not previously terminated such services for cause. GE is not prevented from either negotiating or contracting for the outsourcing of services with other parties thereafter.

GE can terminate the MSA for cause, which includes the failure to achieve certain performance standards, or upon a change in control of our company, which does not include a change in control arising

104

from an initial public offering. GE can also terminate any pre-existing SOW for convenience, but only with a notice period and, in certain cases, the payment of certain amounts. Following the consummation of this offering GE will lose the ability to terminate the MSA solely based on a change of control of our company. We have agreed to indemnify GE for losses arising from material breaches of any SOW, non-compliance with laws and certain other matters. Our liability is subject to limits in certain cases. We and GE have agreed to mutual non-solicitation of employees until June 2010. In a separate agreement, GE has agreed through December 31, 2009, subject to exceptions, to restrictions on its ability to set up a separate business unit to provide English-language business process services from low-wage countries to certain GE businesses or set up a business that provides outsourcing services from a low-wage country to provide services to third parties.

Our Master Services Agreement with Wachovia

Our MSA with Wachovia is for a term ending November 30, 2012 and can be renewed by Wachovia for a single two-year term. The MSA covers all services to be provided under SOWs and specifies the pricing methodology for all SOWs. We may propose transactional or fixed pricing for new or amended SOWs, but only if such pricing is as favorable to Wachovia as the prices computed using the methodology in the MSA. Wachovia has agreed to share with us a portion of certain productivity benefits, after certain reimbursements for investments made to facilitate such benefits. Wachovia has not agreed to any volume commitment under the MSA. See "—Wachovia Securities Purchase Agreement and Ancillary Agreement."

We are entitled to bid on any business process to be outsourced by Wachovia, but Wachovia is not required to use our services exclusively. We have agreed not to perform certain types of services for three of Wachovia's principal competitors. We are obligated to offer Wachovia the opportunity to be a pilot client for, and preferred access to, any advances we have developed in the provision of services substantially similar to the services provided to Wachovia. Wachovia has agreed to not solicit our employees for 12 months following the termination of the MSA.

Under the MSA, we agree to actively involve Wachovia in the selection of employees who perform their services and employees cannot be assigned to certain key positions without Wachovia's consent. We have agreed to pay certain penalties if we do not achieve certain specified milestones while transitioning the work under SOWs or if we do not achieve certain performance levels. Wachovia has the right, upon the occurrence of certain force majeure type events and regulatory concerns, to take-over the processes we provide for them. Wachovia has the right to periodically benchmark our prices and we must decrease prices if they are found to exceed benchmarked prices beyond certain levels.

Wachovia can terminate the MSA or any SOW (1) for cause at any time, (2) in the event of a change of control with six months' notice and (3) for convenience with at least 180 days' notice along with the payment of certain costs and charges. Wachovia may also terminate the MSA with lesser periods of notice upon the occurrence of certain adverse events or circumstances with respect to us. We have agreed to provide certain services, if so required by Wachovia, for up to a year following the termination of any SOW in order to assist with the transition of work back to Wachovia. Wachovia has agreed to pay certain costs and, in certain circumstances, termination charges, if SOWs are terminated following any extraordinary event that increases or decreases the estimated average monthly usage of resources above a certain limit. Upon termination of the MSA, Wachovia also has the right to purchase, or in certain circumstances lease, any Delivery Centers or equipment used by us to primarily deliver services to them. We have also agreed to indemnify Wachovia for losses arising from breaches of any our representations, warranties and covenants, non-compliance with laws and certain other factors. We are also liable for certain operational losses suffered by Wachovia as a direct result of a breach by us of our obligations. Our liability is subject to limits in certain cases.

105

Wachovia Securities Purchase Agreement and Ancillary Agreement

Wachovia purchased common shares from GE under a securities purchase agreement dated November 30, 2005. We agreed to indemnify Wachovia for losses that arise from breaches of our representations and warranties, provided such losses exceed $5 million. Our liability under that indemnity is capped at $20 million in the aggregate.

Under the ancillary agreement between us and Wachovia dated November 30, 2005, Wachovia agreed to make a payment to us if the number of our FTEs performing services for Wachovia does not exceed certain specified levels by December 31, 2010 and any one of the following events has occurred: (1) an initial public offering or a change of control event has occurred prior to that date, in which case the payment is due on January 31, 2011; (ii) an initial public offering or a change of control event occurs prior to when the MSA is terminated, in which case the payment is to be made on the termination of the MSA; or (iii) the MSA is terminated prior to an initial public offering or change of control event, in which case the payment is due on the earlier of the initial public offering or the change of control event. The amount of the payment depends on the number of employees performing services for Wachovia at such time as well as the price of our common shares at the time of any initial public offering and the movement of an index comprised of the share prices of certain of our competitors. Wachovia has also agreed, for the period from December 31, 2010 through March 31, 2012, to use commercially reasonable efforts to maintain the number of our FTEs utilized by Wachovia at the December 31, 2010 level.

Tax Matters Agreement

We are party to a tax matters agreement with two of our shareholders, GICo and GE, relating to the 2004 Reorganization. Under this agreement, GE indemnifies us and GICo for certain tax liabilities that arose either prior to the 2004 Reorganization or relating to the 2004 Reorganization. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Cash Flow from Financing Activities."

106

PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth, as of March 31, 2007, information regarding the beneficial ownership of our common shares by:

•: each person known by us to beneficially own more than 5% of the outstanding common shares;
•: each selling shareholder;
•: each of our current directors;
•: each of our named executive officers; and
•: our directors and named executive officers as a group.

Beneficial ownership is determined in accordance with the SEC rules and includes voting or investment power with respect to the securities. Common shares subject to options that are currently exercisable or exercisable within 60 days are deemed to be outstanding and beneficially owned by the person holding such options. Such shares, however, are not deemed to be outstanding for the purposes of computing the percentage ownership of any other person.

Percentage of beneficial ownership is based on 1,036,782 common shares of GGH outstanding on March 31, 2007, after giving effect to the conversion of preferred stock. The numbers of shares outstanding will change upon consummation of the 2007 Reorganization.

					Shares Beneficially Owned Immediately After Offering
			Shares Offered Hereby		Shares Beneficially Owned Immediately After Offering
			Shares Offered Hereby		Assuming No Exercise of Over- Allotment Option		Assuming Full Exercise of Over- Allotment Option
	Shares Beneficially Owned as of March 31, 2007		Assuming No Exercise of Over-Allotment Option	Assuming Full Exercise of Over-Allotment Option
Name of Beneficial Owner(2)	Shares Beneficially Owned as of March 31, 2007		Assuming No Exercise of Over-Allotment Option	Assuming Full Exercise of Over-Allotment Option
Name of Beneficial Owner(2)	Number(1)	%(1)	Number	Number	Number	%	Number	%
*Principal Securityholders:*
Genpact Investment Co. (Lux)(3)	649,374	62.63
GE Capital International (Mauritius)(4)	297,566	28.70
WIH Holdings (Mauritius)(5)	76,483	7.38
*Directors and Named Executive Officers:*
Rajat Kumar Gupta(6)	157	*
Pramod Bhasin(7)	9,612	*
John Barter(8)	166	*
J Taylor Crandall(3)	649,374	62.63
Steven Denning(3)	649,374	62.63
Mark F. Dzialga(3)	649,374	62.63
James C. Madden(9)	180	*
Denis Nayden(3)	649,374	62.63
Gary M. Reiner(10)	297,566	28.70
Robert G. Scott(11)	90	*
A. Michael Spence(12)	180	*
Lloyd G. Trotter(13)	297,566	28.70
Vivek N. Gour(14)	1,437	*
V. N. Tyagarajan(15)	2,511	*
Patrick Cogny(16)	470	*
Mitsuru Maekawa(17)	537	*
Directors and executive officers as a group (23 persons)(18)	17,328	1.67

*: Shares represent less than 1% of common shares.
(1): Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and/or investment power with respect to the shares shown as beneficially owned.

107

(2): Unless noted otherwise, the business address of each beneficial owner is c/o Genpact Limited, 1251 Avenue of the Americas, New York, NY 10020.
(3): Genpact Investment Co. (Lux) is an investment vehicle owned by various General Atlantic and Oak Hill related investment entities. Includes 324,687 shares of our common stock that may be deemed to be beneficially owned as follows: 230,976 shares by General Atlantic Partners (Bermuda), L.P., 69,113 shares by GAP-W International, LLC, 4,059 shares by GapStar, LLC, 16,023 shares by GAP Coinvestments III, LLC, 4,179 shares by GAP Coinvestments IV, LLC and 338 shares by GAPCO Gmbh & Co. Kg.
: Also includes 324,687 shares of our common stock that may be deemed to be beneficially owned as follows: 74,197 shares by Oak Hill Capital Partners (Bermuda), L.P., 1,903 shares by Oak Hill Capital Management Partners (Bermuda), L.P., 217,469 shares of our common stock beneficially owned by Oak Hill Capital Partners II (Cayman), L.P., 13,689 shares by Oak Hill Capital Management Partners II (Cayman), L.P. and 17,429 shares by Oak Hill Capital Partners II (Cayman II), L.P.
: The general partner of each of Oak Hill Capital Partners (Bermuda), L.P. and Oak Hill Capital Management Partners (Bermuda), L.P. is OHCP GenPar (Bermuda), L.P. Its general partner is OHCP MGP Partners (Bermuda), L.P. and its general partner is OHCP MGP (Bermuda), Ltd. Oak Hill Management, Inc. exercises voting and dispositive control over the shares held by Oak Hill Partners (Bermuda), L.P. and Oak Hill Capital Management Partners (Bermuda), L.P. The general partner of each of Oak Hill Capital Partners II (Cayman), L.P., Oak Hill Capital Management Partners II (Cayman), L.P. and Oak Hill Capital Partners II (Cayman II), L.P. is OHCP GenPar II (Cayman), L.P. Its general partner is OHCP MGP Partners II (Cayman), L.P. and its general partner is OHCP MGP II (Cayman), Ltd. Oak Hill Capital Management, LLC exercises voting and dispositive control over the shares held by Oak Hill Capital Partners II (Cayman), L.P., Oak Hill Capital Management Partners II (Cayman), L.P. and Oak Hill Capital Partners II (Cayman II), L.P.
: Messrs. Denning and Dzialga are Managing Directors of General Atlantic LLC and may therefore be deemed to share voting and dispositive power with respect to the shares held by the General Atlantic entities. Messrs. Denning and Dzialga disclaim any beneficial ownership of any shares owned by the General Atlantic entities.
: Messrs. Crandall and Nayden are Managing Partners of Oak Hill Capital Management, LLC and may therefore be deemed to share voting and dispositive power with respect to the shares held by the Oak Hill entities. Messrs. Crandall and Nayden disclaim any beneficial ownership of any shares owned by the Oak Hill entities.
: The business address of each investment entity affiliated with General Atlantic LLC is Three Pickwick Plaza, Greenwich, CT 06830. The business address of the Oak Hill Partnerships is 201 Main Street, Suite 2415, Fort Worth, TX 76102.
(4): The business address of GE Capital International (Mauritius) is Les Cascades Building, Edith Cavell street, Port-Louis, Mauritius.
(5): The business address of WIH Holdings is 608 St. James Ct., St. Denis St., Port Louis, Mauritius.
(6): This amount includes options to purchase 157 shares of our common stock owned by Mr. Gupta which are exercisable within 60 days.
(7): This amount includes options to purchase 7,875 shares of our common stock owned by Mr. Bhasin which are exercisable within 60 days.
(8): This amount includes options to purchase 166 shares of our common stock owned by Mr. Barter which are exercisable within 60 days.
(9): This amount includes options to purchase 180 shares of our common stock owned by Mr. Madden which are exercisable within 60 days.
(10): Includes 297,566 shares of our common stock beneficially owned by GE Capital International (Mauritius), an affiliate the General Electric Company. Mr. Reiner is a Senior Vice President Chief Information Officer of GE and may therefore be deemed to share voting and dispositive power with respect to the shares. Mr. Reiner disclaims any beneficial ownership of the shares beneficially owned by GE.
(11): This amount includes options to purchase 90 shares of our common stock owned by Mr. Scott which are exercisable within 60 days.
(12): This amount includes options to purchase 180 shares of our common stock owned by Mr. Spence which are exercisable within 60 days.
(13): Includes 297,566 shares of our common stock beneficially owned by GE Capital International (Mauritius), an affiliate of the General Electric Company. Mr Trotter is a Vice Chairman of GE and may therefore be deemed to share voting and dispositive power with respect to the shares. Mr Trotter disclaims any beneficial ownership of the shares beneficially owned by GE.

108

(14): This amount includes options to purchase 1,350 shares of our common stock owned by Mr. Gour which are exercisable within 60 days.
(15): This amount includes options to purchase 2,250 shares of our common stock owned by Mr. Tyagarajan which are exercisable within 60 days.
(16): This amount includes options to purchase 470 shares of our common stock owned by Mr. Cogny which are exercisable within 60 days.
(17): This amount includes options to purchase 450 shares of our common stock owned by Mr. Maekawa which are exercisable within 60 days.
(18): Does not include shares beneficially owned by the General Atlantic entities, the Oak Hill Partnerships or the General Electric Company, as to which Messrs. Crandall, Denning, Dzialga, Nayden, Reiner and Trotter may be deemed to share voting and dispositive power as a result of their respective relationships with the relevant entities.

General Atlantic, Oak Hill, GE and Wachovia are parties to a shareholders agreement. See "Certain Relationships and Related Party Transactions."

109

DESCRIPTION OF SHARE CAPITAL

The following is subject to change once the terms of the 2007 Reorganization and our company's Bermuda organizational documents are determined.

General

We are an exempted company organized under the Companies Act 1981 (Bermuda) (the "Companies Act"). We are registered with the Registrar of Companies in Bermuda under registration number 39838. Genpact Limited was incorporated on March 29, 2007 in connection with the 2007 Reorganization. See "Prospectus Summary—The Company—The 2007 Reorganization." Our registered office is located at Canon's Court, 22 Victoria Street, Hamilton HM EX, Bermuda. The rights of our shareholders, including those persons who will become shareholders in connection with this offering, are governed by Bermuda law and our memorandum of association and bye-laws. The Companies Act may differ in some material respects from laws generally applicable to United States corporations and their shareholders. The following is a summary of the material provisions of Bermuda law and our organizational documents, including our memorandum of association and our bye-laws. For more detailed information, please see our memorandum of association and our bye-laws, copies of which, as amended and in effect as of the date of the consummation of this offering, will be filed as exhibits to the registration statement of which this prospectus forms a part.

Share Capital

Our authorized capital consists of common shares, $ par value per share. Immediately following this offering, common shares will be issued and outstanding. All of our issued and outstanding shares prior to completion of this offering are and will be fully paid up and all of our common shares to be issued in this offering will be issued fully paid up. Immediately prior to this offering, there was no public market for our common shares.

Pursuant to our bye-laws, and subject to the requirements of the New York Stock Exchange on which our common shares are to be listed, our board of directors is authorized to issue any of our authorized but unissued shares. Upon the consummation of this offering, there will be no limitations on the right of non-Bermudians or non-residents of Bermuda to hold our common shares.

Common Shares

Holders of our common shares are entitled, subject to the provisions of our bye-laws, to one vote per share on all matters submitted to or requiring a vote of holders of common shares. Unless a different majority is required by Bermuda law or by our bye-laws, resolutions to be approved by holders of common shares may be passed by a simple majority of votes cast at a meeting at which a quorum is present. A quorum consists of at least one shareholder present in person or by proxy and entitled to vote representing more than 50% of the total issued common shares.

Upon the liquidation, dissolution or winding up of our company, the holders of our common shares are entitled to receive their ratable share of the net assets of our company available after payment of all debts and other liabilities.

Our common shares have no preemptive, subscription, redemption or conversion rights.

Share Classes

Pursuant to Bermuda law and our bye-laws, our board of directors by resolution may establish one or more series of preference shares having such par value, designations, dividend rates, relative voting rights, conversion or exchange rights, redemption rights, liquidation rights and other relative participation, optional or other rights, qualifications, limitations or restrictions as may be fixed by the board of directors

110

without any shareholder approval. Such rights, preferences, powers and limitations as may be established could also have the effect of discouraging an attempt to obtain control of our company.

Dividends

Under Bermuda law, a company may declare and pay dividends from time to time unless there are reasonable grounds for believing that the company is or would, after the payment, be unable to pay its liabilities as they become due or that the realizable value of its assets would thereby be less than the aggregate of its liabilities and issued share capital and share premium accounts. Under our bye-laws, each common share is entitled to dividends if, as and when dividends are declared by our board of directors. There are no restrictions in Bermuda on our ability to transfer funds (other than funds denominated in Bermuda dollars) in or out of Bermuda or to pay dividends to U.S. residents who are holders of our common shares.

Any cash dividends payable to holders of our common shares listed on the New York Stock Exchange will be paid to , our transfer agent in the United States, for disbursement to those holders.

We have never declared or paid any dividends on our common shares, other than dividends paid to GE in the 2004 Reorganization.

Variation of Rights

The rights attaching to a particular class, unless otherwise provided for by the terms of issue of the relevant class, may be varied either: (i) with the consent in writing of the holders of 75% of the issued shares of that class; or (ii) with the sanction of a resolution passed by a majority of the votes cast at a general meeting of the relevant class of shareholders at which a quorum consisting of at least two persons holding or representing more than 50% of the issued shares of the relevant class is present. Our bye-laws specify that the creation or issue of shares ranking equally with existing shares will not, unless expressly provided by the terms of issue of existing shares, vary the rights attached to existing shares. In addition, the creation or issue of preference shares ranking prior to common shares will not be deemed to vary the rights attached to common shares or, subject to the terms of any other series of preference shares, to vary the rights attached to any other series of preference shares.

Repurchase of Shares

At its discretion and without the sanction of a resolution, our board of directors may authorize the purchase by our company of our own shares, of any class, at any price. To the extent permitted by Bermuda law, the shares to be purchased may be selected in any manner whatsoever, upon such terms as our board of directors may determine in its discretion.

Transfer of Common Shares

Our board of directors may refuse to recognize an instrument of transfer of a common share unless (1) the instrument of transfer is duly stamped, if required by law, and lodged with us, accompanied by the relevant share certificate and such other evidence of the transferor's right to make the transfer as our board of directors may reasonably require, (2) the transfer is in respect of only one class of share and (3) the permission of the Bermuda Monetary Authority has been obtained, if applicable. Subject to such restrictions, a holder of common shares may transfer the title to all or any of his common shares by completing the usual common form or any other form which our board of directors may approve. An instrument of transfer must be signed by the transferor and transferee, although in the case of a fully paid up common share, our board of directors may accept an instrument signed only by the transferor.

111

Certain Provisions of the Bye-laws and Bermuda Law

Certain provisions of our memorandum of association, bye-laws and the Companies Act may have an anti-takeover effect, may delay, defer or prevent a tender offer or takeover attempt that you might consider in your best interest, including an attempt that might result in your receipt of a premium over the market price for your common shares, and may make more difficult the removal of our incumbent directors.

Election and Removal of Directors

Our bye-laws provide that our board of directors shall consist of not less than two and not more than fifteen directors. However, we may increase the maximum number of directors by resolution of the shareholders. Our board of directors currently consists of twelve directors. Currently, each director serves in such capacity for such term as we may determine by resolution or, in the absence of such determination, until the termination of the next annual general meeting.

Our bye-laws state that shareholders may only remove a director for cause. A director may only be removed at a special meeting convened for that purpose provided notice of any such meeting is served upon the director concerned not less than 14 days before the meeting. A director is entitled to attend the meeting and be heard on the motion for his or her removal.

Our board of directors may fill any vacancy occurring as a result of the death, disability, disqualification or resignation of a director or as a result of an increase in the size of the board of directors and to appoint an alternate director to any director so appointed so long as a quorum of directors remains in office.

A director may appoint and remove his own alternate director, who may be removed by resolution of the board. An alternate director may also be a director in his own rights and may act as an alternate to more than one director.

Meetings of Shareholders

Under Bermuda law, a company is required to convene at least one general meeting of shareholders each calendar year. Bermuda law provides that a special general meeting of shareholders may be called by the board of directors of a company and must be called upon the request of shareholders holding not less than 10% of the paid-up capital of the company carrying the right to vote at general meetings. Bermuda law also requires that shareholders be given at least five days' advance notice of a general meeting, but the accidental omission to give notice to any person does not invalidate the proceedings at a meeting. Under our bye-laws, at least 5 days' notice of an annual general meeting or a special general meeting must be given to each shareholder entitled to vote at such meeting. This notice requirement is subject to the ability to hold such meetings on shorter notice if such notice is agreed: (i) in the case of an annual general meeting, by all of the shareholders entitled to attend and vote at such meeting; or (ii) in the case of a special general meeting, by a majority in number of the shareholders entitled to attend and vote at the meeting holding not less than 95% in nominal value of the shares entitled to vote at such meeting. The quorum required for a general meeting of shareholders is at least one individual present in person or by proxy at the start of the meeting.

Advance Notice Requirements for Nominations

Our bye-laws contain advance notice procedures with regard to shareholder proposals related to the nomination of candidates for election as directors. These procedures provide that any shareholder entitled to vote for the election of directors may nominate persons for election as directors only if written notice of such shareholder's intent to make such nomination is given to our corporate secretary not later than (i) with respect to an election to be held at an annual general meeting, not less than 90 days nor more than

112

120 days prior to the anniversary date of the immediately preceding annual meeting or not later than ten days after notice or public disclosure of the date of the annual meeting is given or made available to shareholders, whichever date is earlier, and (ii) with respect to an election to be held at a special general meeting for the election of directors, the close of business on the tenth day following the date on which notice of such meeting is first given to shareholders.

A shareholder's notice to our corporate secretary must be in proper written form and must set forth information related to the shareholder giving the notice and the owner on whose behalf the nomination is made, including:

•: the name and record address of the shareholder and the owner;
•: the class and number of shares of our share capital which are owned and of record by the shareholder;
•: a representation that the shareholder is a holder of record of our shares entitled to vote at that meeting and that the shareholder intends to appear in person or by proxy at the meeting to bring the nomination before the meeting; and
•: a representation whether the shareholder intends or is part of a group which intends to deliver a proxy statement or form of proxy to holders of at least the percentage of our outstanding share capital required to elect the nominee, or otherwise to solicit proxies from shareholders in support of such nomination.

As to each person whom the shareholder proposes to nominate for election as a director:

•: all information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to the Securities Exchange Act of 1934; and
•: the nominee's written consent to being named in the proxy statement as a nominee and to serving as a director if elected.

Advance Notice Requirements for Shareholder Proposals

Our bye-laws contain advance notice procedures with regard to shareholder proposals not related to director nominations. These notice procedures, in the case of an annual meeting of shareholders, are the same as the notice requirements for shareholder proposals related to director nominations discussed above insofar as they relate to the timing of receipt of notice by our corporate secretary.

A shareholder's notice to our corporate secretary must be in proper written form and must set forth, as to each matter the shareholder proposes to bring before the meeting:

•: a description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and if such business includes a proposal to amend our bye-laws, the language of the proposed amendment), the reasons for conducting the business at the meeting and any material interest in such business of such shareholder on whose behalf the proposal is made;
•: the name and record address of the shareholder;
•: the class and number of shares of our share capital which are owned and of record by the shareholder;
•: a representation that the shareholder is a holder of record of our shares entitled to vote at the meeting and that the shareholder intends to appear in person or by proxy at the meeting to propose such business; and

113

•: a representation as to whether the shareholder intends or is part of a group which intends to deliver a proxy statement or form of proxy to holders of at least the percentage of our outstanding share capital required to approve or adopt the business proposal, or otherwise to solicit proxies from shareholders in support of such proposal.

Access to Books and Records and Dissemination of Information

Members of the general public have the right to inspect the public documents of a company available at the office of the Registrar of Companies in Bermuda. These documents include a company's memorandum of association, including its objects and powers, and any alterations to its memorandum of association. Our shareholders have the additional right to inspect the bye-laws of the company, minutes of general meetings and the company's audited financial statements, which must be presented at the annual general meeting. The register of shareholders of a company also is open to inspection by shareholders without charge and by members of the general public on the payment of a fee. We are required to maintain our share register in Bermuda but may, subject to the provisions of Bermuda law, establish a branch register outside Bermuda. We maintain our principal share register in Hamilton, Bermuda. We are required to keep at our registered office a register of directors and officers that is open for inspection for not less than two hours each day by members of the public without charge. Bermuda law does not, however, provide a general right for shareholders to inspect or obtain copies of any other corporate records.

Amendments to our Memorandum of Association and Bye-laws

Bermuda law provides that the memorandum of association of a company may be amended by a resolution passed at a general meeting of shareholders. Our bye-laws provide that no bye-law shall be rescinded, altered or amended, and no new bye-law shall be made, unless it shall have been approved by a resolution of our board of directors and by a resolution of our shareholders.

Under Bermuda law, the holders of an aggregate of not less than in aggregate 20% in par value of the company's issued share capital or any class thereof have the right to apply to the Bermuda courts for an annulment of any amendment of the memorandum of association adopted by shareholders at any general meeting, other than an amendment which alters or reduces a company's share capital as provided in the Companies Act. Where such an application is made, the amendment becomes effective only to the extent that it is confirmed by the Bermuda court. An application for an annulment of an amendment of the memorandum of association must be made within twenty-one days after the date on which the resolution altering the company's memorandum of association is passed and may be made on behalf of persons entitled to make the application by one or more of their number as they may appoint in writing for the purpose. No application may be made by shareholders voting in favor of the amendment.

Board Actions

Under Bermuda law, the directors of a Bermuda company owe their fiduciary duty principally to the company, rather than the shareholders. Our bye-laws provide that some actions are required to be approved by our board of directors. Actions must be approved by a majority of the votes present and entitled to be cast at a properly convened meeting of our board of directors.

Our bye-laws contain a provision by virtue of which our shareholders waive any claim or right of action that they have, both individually and on our behalf, against any director or officer in relation to any action or failure to take action by such director or officer, except in respect of any fraud or dishonesty of such director or officer. Our bye-laws also indemnify our directors and officers in respect of their actions and omissions, except in respect of their fraud or dishonesty. The indemnification provided in our bye-laws is not exclusive of other indemnification rights to which a director or officer may be entitled, provided these rights do not extend to his or her fraud or dishonesty.

114

Our bye-laws provide that our business is to be managed and conducted by our board of directors. Bermuda law requires that our directors be individuals, but there is no requirement in our bye-laws or Bermuda law that directors hold any of our shares. There is also no requirement in our bye-laws or Bermuda law that our directors must retire at a certain age.

Related Party Transactions and Loans

Provided a director discloses a direct or indirect interest in any contract or arrangement with us as required by Bermuda law, such director is entitled to vote in respect of any such contract or arrangement in which he or she is interested unless he or she is disqualified from voting by the chairman of the relevant board meeting.

Under Bermuda law, a director (including the spouse or children of the director or any company of which such director, spouse or children own or control more than 20% of the capital or loan debt) cannot borrow from us, (except loans made to directors who are bona fide employees or former employees pursuant to an employees' share scheme) unless shareholders holding 90% of the total voting rights have consented to the loan.

Amalgamations and Similar Arrangements

A Bermuda exempted company may acquire the business of another Bermuda exempted company or a company incorporated outside Bermuda when the business of the target company is within the acquiring company's objects as set forth in its memorandum of association.

Any amalgamation of our company with another company or corporation (other than certain affiliate companies) first requires the approval of our board of directors and then the approval of our shareholders, by the affirmative vote of a majority of the combined voting power of all of the outstanding common shares, voting together as a single class, subject to any voting rights granted to holders of any preference shares.

Takeovers

Bermuda law provides that where an offer is made for shares of a company and, within four months of the offer, the holders of not less than 90% of the shares which are the subject of the offer accept, the offeror may by notice require the non-tendering shareholders to transfer their shares on the terms of the offer. Dissenting shareholders may apply to the court within one month of the notice objecting to the transfer. The test is one of fairness to the body of the shareholders and not to individuals, and the burden is on the dissentient shareholder to prove unfairness, not merely that the scheme is open to criticism.

Appraisal Rights and Shareholder Suits

Under Bermuda law, in the event of an amalgamation of a Bermuda company with another company, a shareholder of the Bermuda company who is not satisfied that fair value has been offered for his or her shares in the Bermuda company may apply to the Bermuda Court to appraise the fair value of his or her shares. Under Bermuda law and our bye-laws, an amalgamation by us with another company would require the amalgamation agreement to be approved by our board of directors and by resolution of our shareholders.

Class actions and derivative actions are generally not available to shareholders under Bermuda law. However, the Bermuda courts would ordinarily be expected to follow English case law precedent, which would permit a shareholder to commence an action in the name of a company to remedy a wrong done to the company where the act complained of is alleged to be beyond the corporate power of the company or is illegal or would result in violation of the company's memorandum of association or bye-laws. Furthermore, consideration would be given by the Bermuda courts to acts that are alleged to constitute a fraud against the minority shareholders or, for instance, where an act requires the approval of a greater percentage of the company's shareholders than that which actually approved it.

115

When the affairs of a company are being conducted in a manner oppressive or prejudicial to the interests of some part of the shareholders, one or more shareholders may apply to the Bermuda courts, which may make an order as it sees fit, including an order regulating the conduct of the company's affairs in the future or ordering the purchase of the shares of any shareholder by other shareholders or by the company.

Discontinuance/Continuation

Under Bermuda law, an exempted company may be discontinued in Bermuda and continued in a jurisdiction outside Bermuda as if it had been incorporated under the laws of that other jurisdiction. Our bye-laws provide that our board of directors may exercise all our power to discontinue to another jurisdiction without the need of any shareholder approval.

Indemnification of Directors and Officers

Our bye-laws provide that each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of us or, while a director or officer of us, is or was serving at our request as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, whether the basis of such proceeding is the alleged action of such person in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, will be indemnified and held harmless by us to the fullest extent authorized by the Companies Act against all damage or expense, liability and loss reasonably incurred or suffered by such person in connection therewith provided that any such person shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the person is seeking indemnification, that person engaged in fraud or acted dishonestly or, in the case of a criminal matter, acted with knowledge that the such conduct was unlawful. Any indemnification is made out of our assets and to the extent that a person is entitled to claim indemnification in respect of amounts paid or discharged by him or her, the relevant indemnity shall take effect as our obligation to reimburse tat person making such payment or effecting such discharge. Our bye-laws also provide that we will be indemnified against all liabilities incurred in defending any such proceeding in advance of its final disposition, subject to the provisions of the Companies Act. These rights are not exclusive of any other right that any person may have or acquire under any statute, provision of our memorandum of association, bye-laws, agreement, vote of shareholders or disinterested directors or otherwise. No repeal or modification of these provisions will in any way diminish or adversely affect the rights of any director, officer, employee or agent of us under our memorandum of association in respect of any occurrence or matter arising prior to any such repeal or modification.

Our bye-laws provide that none of our directors will be personally liable to us or our shareholders for monetary damages for breach of fiduciary duty as a director, except, to the extent required by the Companies Act, for liability:

•: for any breach of the director's duty to act in good faith and in our best interests;
•: for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
•: for payments of unlawful dividends or unlawful share purchases or redemptions under Section 54 of the Companies Act; or
•: for any transaction from which the director derived an improper personal benefit.

116

Neither the amendment nor repeal of this provision will eliminate or reduce the effect of the provision in respect of any matter occurring, or any cause of action, suit or claim that, but for the provision, would accrue or arise, prior to the amendment or repeal.

Foreign Exchange Controls

We have been designated as a non-resident of Bermuda by the Bermuda Monetary Authority for the purposes of the Exchange Control Act, 1972. This designation allows us to engage in transactions in currencies other than the Bermuda dollar, and there are no restrictions on our ability to transfer funds, other than funds denominated in Bermuda dollars, in and out of Bermuda or to pay dividends to United States residents who are holders of our common shares.

Transfer of Common Shares to Residents of Bermuda

The Bermuda Monetary Authority has given its consent for the issue and free transferability of all of the common shares that are the subject of this offering to and between non-residents of Bermuda for exchange control purposes, provided that our common shares remain listed on an appointed stock exchange, which includes the New York Stock Exchange. Approvals or permissions given by the Bermuda Monetary Authority do not constitute a guarantee by the Bermuda Monetary Authority as to our performance or our creditworthiness. Accordingly, in giving such consent or permissions, the Bermuda Monetary Authority shall not be liable for the financial soundness, performance or default of our business or for the correctness of any opinions or statements expressed in this prospectus. Certain issues and transfers of common shares involving persons deemed resident in Bermuda for exchange control purposes require the specific consent of the Bermuda Monetary Authority.

In accordance with Bermuda law, share certificates are only issued in the names of companies, partnerships or individuals. In the case of a shareholder acting in a special capacity (for example as a trustee), certificates may, at the request of the shareholder, record the capacity in which the shareholder is acting. Notwithstanding such recording of any special capacity, we are not bound to investigate or see to the execution of any such trust. We will take no notice of any trust applicable to any of our common shares, whether or not we have been notified of such trust.

Transfer Agent and Registrar

The transfer agent and registrar of our common shares is .

New York Stock Exchange Listing

We will apply to have our common shares quoted on the New York Stock Exchange under the symbol "G."

117

COMMON SHARES ELIGIBLE FOR FUTURE SALE

Before this offering, there has been no public market for our common shares. We cannot predict the effect, if any, that market sales of common shares or the availability of common shares will have on the market price of our common shares. Sales of substantial amounts of common shares in the public market, or the perception that such sales could occur, could cause the prevailing market price to decrease or to be lower than it might be in the absence of those sales or perceptions.

Upon the closing of this offering, we will have outstanding approximately common shares, assuming no exercise of the underwriters' over-allotment option. In addition, we have an aggregate of approximately common shares reserved for issuance under our share option plans. All of the common shares sold in this offering will be freely tradable without restriction under the Securities Act of 1933, as amended (the "Securities Act"), except for any common shares that may be acquired by an affiliate of us, as the term "affiliate" is defined in Rule 144 under the Securities Act. Persons who may be deemed to be affiliates generally include individuals or entities that control, are controlled by, or are under common control with, us and may include our directors and officers as well as our significant shareholders. All remaining common shares will be "restricted securities" as defined in Rule 144, and may not be sold other than through registration under the Securities Act or under an exemption from registration, such as the one provided by Rule 144.

Rule 144

Generally, Rule 144 provides that a person who has beneficially owned "restricted" shares for at least one year will be entitled to sell on the open market in brokers' transactions, within any three-month period, a number of shares that does not exceed the greater of:

•: 1% of the then outstanding common shares, which will equal approximately common shares immediately after this offering, assuming no exercise of the underwriters' over-allotment option; and
•: the average weekly trading volume of the common shares on the open market during the four calendar weeks preceding the filing of notice with respect to such sale.

Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and the availability of current public information about our company.

In the event that any person who is deemed to be our affiliate purchases common shares in this offering or acquires common shares pursuant to one of our employee benefit plans, sales under Rule 144 of the common shares held by that person are subject to the volume limitations and other restrictions (other than the one-year holding period requirement) described in the preceding two paragraphs.

Under Rule 144(k), a person who is not deemed to have been one of our affiliates for purposes of the Securities Act at any time during the 90 days preceding a sale and who has beneficially owned the common shares proposed to be sold for at least two years, including the holding period of any prior owner other than our affiliates, is entitled to sell such common shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144. Therefore, unless otherwise restricted, "144(k) shares" may be sold immediately upon the closing of this offering.

Rule 701

Under Rule 701, common shares acquired upon the exercise of certain currently outstanding options or pursuant to other rights granted under our share plans may be resold, to the extent not subject to lock-up agreements, (1) by persons other than affiliates, beginning 90 days after the effective date of this offering, subject only to the manner of sale provisions of Rule 144, and (2) by affiliates, subject to the

118

manner of sale, current public information and filing requirements of Rule 144, in each case, without compliance with the one-year holding period requirement of Rule 144.

Form S-8 Registration Statements

We intend to file one or more registration statements on Form S-8 under the Securities Act following this offering to register our common shares that are issuable pursuant to our share option plans. These registration statements are expected to become effective upon filing. Common shares covered by these registration statements will then be eligible for sale in the public markets, subject to any applicable lock-up agreements and to Rule 144 limitations applicable to affiliates.

Lock-Up Agreements

We have agreed not to issue, sell or otherwise dispose of any common shares during a 180-day period following the date of this prospectus. We may, however, grant options to purchase common shares and issue common shares upon the exercise of outstanding or subsequently granted options under our existing equity incentive plans, and we may issue or sell common shares in connection with an acquisition or business combination as long as the acquiror of such common shares agrees in writing to be bound by the obligations and restrictions of our lock-up agreement.

Our executive officers and directors and certain of our other shareholders have agreed that, for a period of 180 days from the date of this prospectus, they will not, without the prior written consent of Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. on behalf of the underwriters, dispose of or hedge any common shares or any securities convertible into or exercisable or exchangeable for our common shares, subject to certain exceptions. Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. on behalf of the underwriters, in their sole discretion, may release any of the securities subject to these lock-up agreements at any time without notice.

Immediately following the consummation of this offering, the shareholders subject to such lock-up agreements will hold common shares, representing approximately % of our then outstanding common shares, or approximately % if the underwriters exercise their option to purchase additional common shares in full.

119

CERTAIN MATERIAL BERMUDA AND UNITED STATES FEDERAL TAX CONSEQUENCES

The following summary of our taxation and the taxation of our shareholders is based upon current law and does not purport to be a comprehensive discussion of all the tax considerations that may be relevant to a decision to purchase shares. Legislative, judicial or administrative changes may be forthcoming that could affect this summary.

The following legal discussion (including and subject to the matters and qualifications set forth in such summary) of the material tax considerations under (1) "Certain Bermuda Tax Considerations" is based upon the advice of Appleby, our Bermuda legal counsel and (2) "U.S. Federal Income Tax Considerations" is based upon the advice of Cravath, Swaine & Moore LLP, our U.S. counsel. Each of these firms has reviewed the relevant portion of this discussion (as set forth above) and believes that such portion of the discussion constitutes, in all material respects, an accurate summary of the relevant income tax considerations relating to the company and the ownership of common shares by investors that are U.S. holders (as defined below). The advice of such firms does not include any factual or accounting matters, determinations or conclusions or facts relating to the business, income, reserves or activities of the company. The advice of these firms relies upon and is premised on the accuracy of factual statements and representations made by the company concerning the business and properties, ownership, organization, source of income and manner of operation of the company.

The discussion is based on current law. Legislative, judicial or administrative changes or interpretations may be forthcoming that could be retroactive and could materially adversely affect the tax consequences to us and to holders of common shares.

The tax treatment of a holder of common shares, or of a person treated as a holder of common shares for U.S. federal income, state, local or non-U.S. tax purposes, may vary depending on the holder's particular tax situation. Statements contained in this prospectus as to the beliefs, expectations and conditions of the company as to the application of such tax laws or facts represent the view of management as to the application of such laws and do not represent the advice of counsel.

Certain Bermuda Tax Considerations

Bermuda does not currently impose any income, corporation or profits tax, withholding tax, capital gains tax, capital transfer tax, estate duty or inheritance tax on us or our shareholders, other than shareholders ordinarily resident in Bermuda, if any. There is currently no Bermuda withholding or other tax on principal, interest or dividends paid to holders of the common shares, other than holders ordinarily resident in Bermuda, if any. We cannot assure you that we or our shareholders will not be subject to any such tax in the future. We are not subject to stamp duty on the issue or transfer of our common shares.

The company has received a written assurance dated March 2007 from the Bermuda Minister of Finance under the Exempted Undertakings Tax Protection Act 1966 of Bermuda, as amended, that if any legislation is enacted in Bermuda imposing tax computed on profits or income, or computed on any capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance tax, then the imposition of that tax would not be applicable to us or to any of our operations, or to our shares, debentures or obligations until March 28, 2016; provided that the assurance is subject to the condition that it will not be construed to prevent the application of such tax to people ordinarily resident in Bermuda and holding such common shares, debentures or other obligations, or to prevent the application of any taxes payable by us in respect of real property or leasehold interests in Bermuda held by us. We cannot assure you that we will not be subject to any such tax after March 28, 2016.

As an exempted company, we are liable to pay in Bermuda an annual fee based upon our authorized share capital and our share premium account at a current rate of BD$1,870 per annum.

120

U.S. Federal Income Tax Considerations

This is a general summary of material U.S. Federal income tax considerations with respect to your acquisition, ownership and disposition of common shares.

For purposes of this discussion, you are a U.S. holder if you beneficially own our common shares and are:

•: a citizen or resident of the United States;
•: a corporation or other entity taxable as a corporation created or organized in, or under the laws of, the United States or any political subdivision of the United States; or
•: an estate or trust, the income of which is subject to U.S. Federal income taxation regardless of its source.

This summary is based upon the U.S. Internal Revenue Code of 1986, as amended, or the Code, relevant regulations, rulings and judicial decisions as of the date of this document, all of which are subject to change, possibly with retroactive effect. We cannot assure you that a later change in law will not significantly alter the tax considerations that we describe in this summary. We have not requested a ruling from the U.S. Internal Revenue Service with respect to any of the tax consequences described below. As a result, there can be no assurance that the U.S. Internal Revenue Service will not disagree with or challenge any of the conclusions described below.

This summary is for general purposes only. It applies to you only if you are a U.S. holder and you hold your common shares as a capital asset (that is, for investment purposes). It does not address any U.S. Federal tax laws other than U.S. Federal income tax laws and it does not address any state, local or foreign tax laws. In addition, this summary does not represent a detailed description of the U.S. Federal income tax consequences to you in light of your particular circumstances. This summary does not address the U.S. Federal income tax consequences applicable to you if you are subject to special treatment under the U.S. Federal income tax laws, including if you are:

•: a dealer in securities or currencies;
•: a trader in securities if you elect to use a mark-to-market method of accounting for your securities holdings;
•: a financial institution;
•: a tax-exempt organization;
•: a real estate investment trust;
•: a regulated investment company;
•: an insurance company;
•: a person liable for alternative minimum tax;
•: a person holding common shares as part of a hedging, integration, conversion or constructive sale transaction, or a straddle;
•: a person owning, actually or constructively, 10% or more of our voting shares or 10% or more of the voting shares of any of our non-U.S. subsidiaries;
•: a person whose functional currency is not the U.S. dollar; or
•: a person receiving common shares as compensation.

If a partnership or other entity treated as a pass-through entity for U.S. Federal income tax purposes holds common shares, the tax treatment of an interest holder in the entity will generally depend upon the

121

status of the interest holder and the activities of the entity. If a U.S. holder is an interest holder in such an entity holding common shares, such holder is urged to consult its tax advisors.

WE RECOMMEND THAT YOU CONSULT YOUR OWN TAX ADVISORS CONCERNING THE OVERALL TAX CONSEQUENCES ARISING IN YOUR OWN PARTICULAR SITUATION UNDER U.S. FEDERAL, STATE, LOCAL OR FOREIGN LAW OF ACQUIRING, OWNING AND DISPOSING OF COMMON SHARES.

Taxation of Distributions

We do not currently expect to make distributions on our common shares. If we do make distributions on our common shares, those distributions (other than certain pro rata distributions of common shares) will be treated as a dividend to the extent paid out of current or accumulated earnings and profits (as determined under U.S. Federal income tax principles). Should any distribution exceed our current or accumulated earnings and profits, the excess will be treated as a nontaxable return of capital reducing your adjusted tax basis in the common shares to the extent of your adjusted tax basis in those shares. Any remaining excess will be treated as capital gain. If you are an individual, trust or estate, dividends paid on our common shares will generally be treated as "qualified dividend income" that is taxable to you at a preferential maximum rate of 15% (through 2010) provided that (1) we are not a passive foreign investment company, or PFIC, for the taxable year in which the dividend is paid or the immediately preceding taxable year (see discussion below); (2) you have owned the common shares for more than 60 days in the 121-day period beginning 60 days before the date on which the common shares become ex-dividend; (3) you are not under an obligation to make related payments with respect to positions in substantially similar or related property; and (4) certain other requirements are met. You should consult your own tax advisor regarding your eligibility for this reduced rate of taxation on dividends in light of your particular circumstances. The amount of the dividend will be treated as foreign-source dividend income to you and will not be eligible for the dividends received deduction generally allowed to U.S. corporations under the Code.

The amount of a dividend will include any amounts withheld by us or our paying agent in respect of any Bermudian taxes. Subject to applicable limitations that may vary depending upon your circumstances, any Bermudian taxes withheld from dividends on common shares will be creditable against your U.S. Federal income tax liability. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. A portion of any dividend we pay might be treated as U.S.-source income for this purpose. The rules governing foreign tax credits are complex and, therefore, you should consult your own tax advisor regarding the availability of foreign tax credits in your particular circumstances. Instead of claiming a credit, you may, at your election, deduct any otherwise creditable Bermudian taxes in computing your taxable income, subject to generally applicable limitations under U.S. law.

Sale or Other Disposition of Common Shares

For U.S. Federal income tax purposes, gain or loss you realize on the sale or other disposition of common shares will be capital gain or loss, and will be long-term capital gain or loss if you held the common shares for more than one year, except as provided below with respect to passive foreign investment companies. The amount of your gain or loss will be equal to the difference between your tax basis in the common shares disposed of and the amount realized on the disposition. Such gain or loss will generally be U.S.-source gain or loss for foreign tax credit purposes.

Passive Foreign Investment Company Rules

We believe that we will not be considered a PFIC for U.S. Federal income tax purposes for our current year or in future years. However, since PFIC status depends upon the composition of a company's

122

income and assets and the market value of its assets from time to time, there can be no assurance that we will not be considered a PFIC for any taxable year. If we are treated as a PFIC for any taxable year during which you held common shares, certain adverse consequences could apply.

If we were treated as a PFIC for any taxable year, gain you recognized on a sale or other disposition of common shares would be allocated ratably over your holding period for the common shares. The amounts allocated to the taxable year of the sale or other exchange and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, and an interest charge would be imposed on the tax imposed with respect to the amount allocated to such taxable year. Similar rules apply to certain distributions on common shares. An election to mark-to-market our common shares would be available to you to mitigate the adverse consequences resulting from PFIC status, provided that our common shares are traded as "marketable stock." An election to treat us as a qualifying fund would not be available to you because we would not provide the information you need to make the election.

In addition, if we were to be treated as a PFIC in a taxable year in which we pay a dividend or the prior taxable year, the 15% dividend rate discussed above with respect to dividends paid to non-corporate holders would not apply.

Controlled Foreign Corporation Rules

We do not expect to be considered a controlled foreign corporation, or a CFC. A corporation is CFC if more than 50% of the total combined voting power of all classes of its shares or more than 50% of the total value of its shares is owned, directly or indirectly by attribution, by 10% shareholders. You are a 10% shareholder if you own at least 10% of the total combined voting power of all classes of our shares, directly or indirectly by attribution. If we were a CFC and you were a 10% shareholder, then you would be required to include in your gross income for a taxable year your pro rata share of our earnings and profits for that year attributable to specified types of income or investments, even if you do not receive any distributions during that year.

Information Reporting and Backup Withholding

Payment of dividends and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries generally are subject to information reporting and to backup withholding (currently at a 28% rate) unless (i) you are a corporation or other exempt recipient or (ii) in the case of backup withholding, you provide a correct taxpayer identification number and certify that you are not subject to backup withholding.

The amount of any backup withholding from a payment to you will be allowed as a credit against your U.S. Federal income tax liability and may entitle you to a refund, provided that you promptly furnish the required information to the Internal Revenue Service.

123

UNDERWRITERS

Under the terms and subject to the conditions contained in an underwriting agreement dated the date of this prospectus, the underwriters named below, for whom Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. are acting as representatives and joint book-running managers, have severally agreed to purchase, and we and the selling shareholders have agreed to sell to them, severally, the number of common shares indicated below:

Name			Number of Common Shares
Morgan Stanley & Co. Incorporated
Citigroup Global Markets Inc.
J.P. Morgan Securities Inc.


	Total

The underwriters are offering the shares subject to their acceptance of the shares from us and the selling shareholders and subject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the shares offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated to take and pay for all of the shares offered by this prospectus if any such shares are taken. However, the underwriters are not required to take or pay for the shares covered by the underwriters' over-allotment option described below.

The underwriters initially propose to offer part of the shares directly to the public at the public offering price listed on the cover page of this prospectus and part to certain dealers at a price that represents a concession not in excess of $ a share under the public offering price. No dealer may reallow a concession to other dealers. After the initial offering of the common shares, the offering price and other selling terms may from time to time be varied by the representatives.

We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to an aggregate of additional shares at the public offering price listed on the cover page of this prospectus, less underwriting discounts and commissions. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with the offering of the shares offered by this prospectus. To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase about the same percentage of the additional shares as the number listed next to the underwriter's name in the preceding table bears to the total number of shares listed next to the names of all underwriters in the preceding table. If the underwriters' option is exercised in full, the total price to the public would be $ , the total underwriters' discounts and commissions would be $ , total proceeds to us would be $ and total proceeds to the selling shareholders would be $ .

The underwriters have informed us that they do not intend sales to discretionary accounts to exceed five percent of the total number of common shares offered by them.

Application will be made to have the common shares approved for quotation on the New York Stock Exchange under the symbol "a."

Each of us, the selling shareholders, our directors and our executive officers has agreed that, without the prior written consent of Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc. and J.P.

124

Morgan Securities Inc. on behalf of the underwriters, it will not, during the period ending 180 days after the date of this prospectus:

•: offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares;
•: file any registration statement with the SEC relating to the offering of any common shares or any securities convertible into or exercisable or exchangeable for common shares; or
•: enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares;

whether any such transaction described above is to be settled by delivery of common shares or such other securities, in cash or otherwise. The restrictions described in this paragraph do not apply to:

•: the sale of common shares to the underwriters;
•: the issuance by us of common shares upon the exercise of an option or a warrant or the conversion of a security outstanding on the date of this prospectus of which the underwriters have been advised in writing;
•: the issuance by us of common shares, or options to purchase common shares, pursuant to our equity incentive and compensation plans in existence on the date hereof and described in this prospectus;
•: the issuance by us of common shares in connection with our acquisition or merger with or into any other company or an acquisition of assets (provided that the amount of common shares issued in connection with any such transaction does not in the aggregate exceed % of our total common shares outstanding at the time of this offering) and the recipients sign a lock-up agreement for the remainder of such 180-day period as if such recipient were a selling shareholder;
•: the filing by us of any registration statement on From S-8 relating to the offering of securities pursuant to the terms of a share incentive plan in effect on the date of the underwriting agreement and described in this prospectus;
•: transfers by a selling shareholder of common shares or any security convertible into common shares as a bona fide gift;
•: distributions and transfers by a selling shareholder of common shares or any security convertible into common shares to limited partners, affiliates or shareholders of a selling shareholder; or
•: transactions by any person other than us relating to common shares or other securities acquired in open market transactions after the completion of the offering of the common shares, provided no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of common shares or other securities acquired in such open market transactions.

The 180-day restricted period described above is subject to extension such that, in the event that either (a) during the last 17 days of the 180-day restricted period, we issue an earnings release or material news or a material event relating to us occurs or (b) prior to the expiration of the 180-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 180-day period, the "lock-up" restrictions described above will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

In order to facilitate the offering of the common shares, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of our common shares. Specifically, the underwriters may sell more common shares than they are obligated to purchase under the underwriting agreement,

125

creating a short position in our common shares for their own account. A short sale is covered if the short position is no greater than the number of common shares available for purchase by the underwriters under the over allotment option. The underwriters can close out a covered short sale by exercising the over allotment option or purchasing common shares in the open market. In determining the source of common shares to close out a covered short sale, the underwriters will consider, among other things, the open market price of common shares compared to the price available under the over allotment option. The underwriters may also sell common shares in excess of the over allotment option, creating a naked short position. The underwriters must close out any naked short position by purchasing common shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common shares in the open market after pricing that could adversely affect investors who purchase in the offering. As an additional means of facilitating the offering, the underwriters may bid for, and purchase, common shares in the open market to stabilize the price of our common shares. The underwriting syndicate may also reclaim selling concessions allowed to an underwriter or a dealer for distributing our common shares in the offering, if the syndicate repurchases previously distributed common shares to cover syndicate short positions or to stabilize the price of our common shares. These activities may raise or maintain the market price of the common shares above independent market levels or prevent or retard a decline in the market price of the common shares. The underwriters are not required to engage in these activities, and may end any of these activities at any time.

From time to time, the underwriters have provided, and continue to provide, investment banking and other corporate banking services to us. Citibank, N.A. is a lender under our term loan facility which is being prepaid with the proceeds of this offering.

We estimate that the total expenses of the offering, excluding underwriting discounts and commissions, will be approximately $ million, including registration fees of $0.2 million, printing and delivery expenses of approximately $ million, directors and offices insurance premiums related to this offering of approximately $ million, accounting and legal professional fees of approximately $ million and other expenses of approximately $ million. The selling shareholders are paying the underwriting discounts and commissions relating to the common shares they are selling and we are bearing the other expenses of this offering described above.

We, the selling shareholders and the underwriters have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act.

Pricing of the Offering

Prior to this offering, there has been no public market for the common shares. The initial public offering price will be determined by negotiations among us, the selling shareholders and the representative of the underwriters. Among the factors to be considered in determining the initial public offering price will be our future prospects and our industry in general, sales, earnings and certain other financial operating information of ours in recent periods, and the price-earnings ratios, price-sales ratios, market prices of securities and certain financial and operating information of companies engaged in activities similar to ours. The estimated initial public offering price range set forth on the cover page of this preliminary prospectus is subject to change as a result of market conditions and other factors.

126

LEGAL MATTERS

The validity of our common shares offered hereby will be passed on by Appleby, our Bermuda counsel. Certain U.S. securities law matters in connection with this offering will be passed upon for us by Cravath, Swaine & Moore LLP, our U.S. counsel, and for the underwriters by Davis Polk & Wardwell.

EXPERTS

The consolidated/combined financial statements of Genpact Global Holdings SICAR S.à.r.l. as of December 31, 2006 and 2005, and for each of the years in the three-year period ended December 31, 2006, have been included herein and in the registration statement in reliance upon the report of KPMG, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

The audit report covering the December 31, 2006 and 2005, consolidated financial statements contains an explanatory paragraph that states that prior to December 30, 2004, the business of Genpact Global Holdings SICAR S.à.r.l. was conducted through various entities and divisions that were wholly-owned by General Electric Company. On December 30, 2004, in the 2004 Reorganization, General Electric Company transferred such operations to Genpact Global Holdings SICAR S.à.r.l. and sold a 60% interest in Genpact Global Holdings SICAR S.à.r.l. through a series of integrated transactions. As these transactions resulted in a change of control of the business, the acquisition was accounted for under the purchase method under Statement of Financial Accounting Standards No. 141, Business Combinations. Consequently, our financial statements for the periods after the acquisition are presented on a new basis of accounting and are not directly comparable to the financial statements for the period prior to the acquisition.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission a registration statement on Form S-1 under the Securities Act of 1933, as amended, with respect to the common shares we propose to sell in this offering. This prospectus, which constitutes part of the registration statement, does not contain all of the information set forth in the registration statement. For further information about us and the common shares we propose to sell in this offering, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. Statements contained in this prospectus as to the contents of any contract or other document filed as an exhibit to the registration statement are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, we refer you to the copy of the contract or document that has been filed. The registration statement may be inspected without charge at the principal office of the SEC in Washington, D.C. and copies of all or any part of the registration statement may be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Copies of such material can also be obtained at prescribed rates by mail from the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549. The SEC's toll-free number is 1-800-SEC-0330. In addition, the SEC maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. Prior to this offering, we were not required to file reports with the SEC.

Upon completion of this offering, we will become subject to the information and periodic reporting requirements of the Securities Exchange Act of 1934, as amended. The periodic reports and other information that we file with the SEC will be available for inspection and copying at the SEC's public reference facilities and on the website of the SEC referred to above.

127

GENPACT GLOBAL HOLDINGS SICAR S.À.R.L.
Index to Consolidated / Combined Financial Statements

CONTENTS

		Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets		F-3
Consolidated / Combined Statements of Income		F-5
Consolidated / Combined Statements of Stockholders' Equity and Comprehensive Income (Loss)		F-6
Consolidated / Combined Statements of Cash Flows		F-9
Notes to the Consolidated / Combined Financial Statements		F-10

F-1

When the transactions referred to in Notes 1 and 20 of the notes to the Consolidated/Combined Financial Statements have been consummated, we will be in a position to render the following report.

KPMG

Report of Independent Registered Public Accounting Firm

To Board of Directors and Stockholders of
Genpact Global Holdings SICAR S.à.r.l.

We have audited the accompanying consolidated balance sheets of Genpact Global Holdings SICAR S.à.r.l. (the "Company") and subsidiaries as of December 31, 2006 and 2005, and the related consolidated statements of income, stockholders' equity and comprehensive income (loss), and cash flows for the years ended December 31, 2006 and 2005 and the combined statements of income, stockholders' equity and comprehensive income (loss), and cash flows of the Company's predecessor for the year ended December 31, 2004. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the Company's consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company and subsidiaries as of December 31, 2006 and 2005, and the results of their operations and their cash flows for the two year period ended December 31, 2006, in conformity with accounting principles generally accepted in the United States. Further, in our opinion, the Company's predecessor combined financial statements referred to above present fairly, in all material respects, the results of operations of the Company's predecessor and its cash flows for the year ended December 31, 2004, in conformity with accounting principles generally accepted in the United States.

As discussed in Note 1 to the financial statements, prior to December 30, 2004, the business of the Company was conducted through various entities and divisions that were wholly owned by General Electric Company (GE). On December 30, 2004, in the 2004 Reorganization, GE transferred such operations to the Company and sold a controlling interest in the Company. As these transactions resulted in a change of control of the business, the acquisition was accounted for under the purchase method pursuant to Statement of Financial Accounting Standards No. 141, Business Combinations. Consequently, the Company's financial statements for the periods after the acquisition are presented on a new basis of accounting and are not directly comparable to the financial statements for the period prior to the acquisition.

KPMG

May , 2007, except as to Notes 1 and 20,
which are as of , 2007
Gurgaon, India

F-2

GENPACT GLOBAL HOLDINGS SICAR S.À.R.L.

Consolidated Balance Sheets

(In thousands of U.S. Dollars, except share and per share data)

				As of December 31,
			Notes	2006		2005
Assets
Current assets
	Cash and cash equivalents			$	35,430	$	44,698
	Accounts receivable, net		5		43,854		9,919
	Accounts receivable from a significant shareholder, net		5, 26		97,397		64,384
	Inter-corporate deposits with a significant shareholder		6, 26		1,010		35,644
	Deferred income taxes		24		1,144		1,428
	Due from a significant shareholder		8, 26		10,236		7,812
	Prepaid expenses and other current assets		8		53,829		23,266

		Total current assets			242,900		187,151
Property, plant and equipment, net			9		157,976		113,513
Deferred income taxes			24		1,549		237
Customer-related intangible assets, net			10		119,680		157,419
Other intangible assets, net			10		11,908		14,413
Goodwill			10		493,452		477,106
Other assets			11		53,827		20,363

		Total assets		$	1,081,292	$	970,202

See accompanying notes to the Consolidated / Combined Financial Statements.

F-3

GENPACT GLOBAL HOLDINGS SICAR S.À.R.L.

Consolidated Balance Sheets (continued)

(In thousands of U.S. Dollars, except share and per share data)

						As of December 31,
				Unaudited Pro Forma Stockholders' equity		As of December 31,
			Notes	Unaudited Pro Forma Stockholders' equity		2006			2005
Liabilities and stockholders' equity
Current liabilities
	Short-term borrowings		14			$	83,000		$	—
	Current portion of long-term debt		15				19,383			20,586
	Current portion of long-term debt from a significant shareholder		15, 26				1,131			—
	Current portion of capital lease obligations		12				64			131
	Current portion of capital lease obligations payable to a significant shareholder		12, 26				1,686			1,294
	Accounts payable						9,230			7,305
	Income taxes payable						1,617			4,948
	Deferred income taxes		24				1,858			—
	Due to a significant shareholder		13, 26				8,928			11,231
	Accrued expenses and other current liabilities		13				136,949			129,810

		Total current liabilities					263,846			175,305
Long-term debt, less current portion			15				118,657			137,300
Long-term debt from a significant shareholder, less current portion			15, 26				3,865			—
Capital lease obligations, less current portion			12				—			65
Capital lease obligations payable to a significant shareholder, less current portion			12, 26				3,067			1,837
Deferred income taxes			24				20,481			27,541
Due to a significant shareholder			16, 26				7,019			4,174
Other liabilities			16				39,662			32,009

		Total liabilities					456,597			378,231

Stockholders' equity
2% Cumulative Series A convertible preferred stock, 3,077,868 and 3,078,270 authorized, issued and outstanding, and $208,577 and $196,764 aggregate liquidation value as of December 31, 2006 and 2005, respectively; none pro forma			19				95,414			95,427
5% Cumulative Series B convertible preferred stock, 3,017,868 and 3,018,270 authorized, issued and outstanding, and $216,502 and $198,695 aggregate liquidation value as of December 31, 2006 and 2005, respectively; none pro forma			19				93,554			93,567
Common stock, $31 par value, 394,642 and 394,000 shares authorized, issued and outstanding as of December 31, 2006 and 2005 respectively; pro forma			19				12,234			12,214
Additional paid-in capital							482,805			443,553
Retained earnings				5,978			5,978			681
Accumulated other comprehensive income (loss)				(15,295	)		(15,295	)		(53,471	)
Treasury stock, 20,056 common stock and 59,000 2% Cumulative Series A convertible preferred stock			19				(49,995	)		—

Total stockholders' equity				624,695			624,695			591,971
Commitments and contingencies			27

Total liabilities and stockholders' equity						$	1,081,292		$	970,202

See accompanying notes to the Consolidated / Combined Financial Statements.

F-4

GENPACT GLOBAL HOLDINGS SICAR S.À.R.L.

Consolidated / Combined Statements of Income

(In thousands of U.S. Dollars, except share and per share data)

			Notes	Year ended December 31, 2006			Year ended December 31, 2005			Year ended December 31, 2004
										(Predecessor)
Net revenues
	Net revenues from services—significant shareholder		26	$	453,305		$	449,672		$	408,879
	Net revenues from services—others				158,282			42,222			20,256
	Other revenues				1,460			—			—

		Total net revenues			613,047			491,894			429,135

Cost of revenue
	Services		21, 26		359,791			303,963			263,597
	Others		21		1,090			—			—

		Total cost of revenue			360,881			303,963			263,597

Gross profit					252,166			187,931			165,538
Operating expenses:
	Selling, general and administrative expenses		22, 26		159,203			117,469			76,279
	Amortization of acquired intangible assets		10		41,715			47,010			—
	Foreign exchange (gains) losses, net				13,021			12,784			7,321
	Other operating income		26		(4,930	)		(6,185	)		—

Income from operations					43,157			16,853			81,938
Other income (expense), net			23		(9,235	)		(6,146	)		8,219

Income before income taxes					33,922			10,707			90,157
Income tax expense (benefit)			24		(5,850	)		(6,397	)		6,748

Net income				$	39,772		$	17,104		$	83,409

Pro forma earnings per common share outstanding			20
	Basic			$
	Diluted			$
Pro forma weighted average number of common shares outstanding used in computing earnings per common share
	Basic
	Diluted

See accompanying notes to the Consolidated / Combined Financial Statements.

F-5

GENPACT GLOBAL HOLDINGS SICAR S.À.R.L.
Consolidated Statements of Stockholders' Equity and Comprehensive Income (Loss)
(In thousands of U.S. Dollars, except share and per share data)

			2% Cumulative Series A Convertible Preferred stock					5% Cumulative Series B Convertible Preferred stock					Common stock (Note 19)
																									Treasury Stock
																						Accumulated Other Comprehensive Income (loss)			Treasury Stock
			Shares (Nos)		Amounts			Shares (Nos)		Amounts			Shares (Nos)	Amounts		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (loss)			Common Stock (Nos)		Series A Preferred stock (Nos)		Amounts			Total Stockholders' Equity			Comprehensive Income (loss)
Balance as of January 1, 2006			3,078,270		$	95,427		3,018,270		$	93,567		394,000	$	12,214	$	443,553		$	681		$	(53,471	)	—		—		$	—		$	591,971
Issuance of Common stock on exercise of options			—			—		—			—		642		20		380			—			—		—		—			—			400
Repurchase of Common stock and preferred stock from a significant shareholder			—			—		—			—		—		—		—			—			—		(20,056	)	(59,000	)		(49,995	)		(49,995	)
Repurchase and retirement of Cumulative Series A convertible Preferred stock from employees			(402	)		(13	)	—			—		—		—		(52	)		—			—		—		—			—			(65	)
Repurchase and retirement of Cumulative Series B convertible Preferred stock from employees			—			—		(402	)		(13	)	—		—		(52	)		—			—		—		—			—			(65	)
Stock-based compensation expense (Note 18)			—			—		—			—		—		—		4,501			—			—		—		—			—			4,501
Accrual of dividend on Preferred stock			—			—		—			—		—		—		34,475			(34,475	)		—		—		—			—			—
Comprehensive income:
	Net income		—			—		—			—		—		—		—			39,772			—		—		—			—			39,772		$	39,772
	Other comprehensive income:
		Unrealized gain on cash flow hedging derivatives, net	—			—		—			—		—		—		—			—			24,333		—		—			—			24,333			24,333
		Currency translation adjustments	—			—		—			—		—		—		—			—			14,790		—		—			—			14,790			14,790

Comprehensive income (loss)			—			—		—			—		—		—		—			—			—		—		—			—					$	78,895

Adjustments to initially apply to SFAS No. 158, net of taxes			—			—		—			—		—		—		—			—			(947	)	—		—			—			(947	)

Balance as of December 31, 2006			3,077,868		$	95,414		3,017,868		$	93,554		394,642	$	12,234	$	482,805		$	5,978		$	(15,295	)	(20,056	)	(59,000	)	$	(49,995	)	$	624,695

See accompanying notes to the Consolidated / Combined Financial Statements.

F-6

GENPACT GLOBAL HOLDINGS SICAR S.À.R.L.
Consolidated Statements of Stockholders' Equity and Comprehensive Income (Loss)
(In thousands of U.S. Dollars, except share and per share data)

			2% Cumulative Series A Convertible Preferred stock				5% Cumulative Series B Convertible Preferred stock				Common stock (Note 19)
			2% Cumulative Series A Convertible Preferred stock				5% Cumulative Series B Convertible Preferred stock				Common stock (Note 19)									Accumulated Other Comprehensive Income (loss)
			Shares (Nos)	Amounts			Shares (Nos)	Amounts			Shares (Nos)	Amounts			Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Income (loss)			Total Stockholders' Equity			Comprehensive Income (loss)
	Balance as of January 1, 2005		3,060,000	$	104,223		3,000,000	$	102,180		394,000	$	13,420		$	403,177	$	—		$	—		$	623,000
Change in par value of Common stock and preferred stock from $34.06 to $31 per share			—		(9,363	)	—		(9,180	)	—		(1,206	)		19,749		—			—			—
Issuance of 2% Cumulative Series A convertible Preferred stock of par value $31 each			18,270		567		—		—		—		—			571		—			—			1,138
Issuance of 5% Cumulative Series B convertible Preferred stock of par value $31 each			—		—		18,270		567		—		—			571		—			—			1,138
Stock-based compensation expense (Note 18)			—		—		—		—		—		—			3,062		—			—			3,062
Accrual of dividends on Preferred stock			—		—		—		—		—		—			16,423		(16,423	)		—			—
Comprehensive income:
	Net income		—		—		—		—		—		—			—	$	17,104			—			17,104		$	17,104
	Other comprehensive income:
		Unrealized loss on a cash flow hedging derivatives, net	—		—		—		—		—		—			—		—			(30,148	)		(30,148	)		(30,148	)
		Currency translation adjustments	—		—		—		—		—		—			—		—			(23,323	)		(23,323	)		(23,323	)
Comprehensive income (loss)			—		—		—		—		—		—			—		—			—			—		$	(36,367	)

Balance as of December 31, 2005			3,078,270	$	95,427		3,018,270	$	93,567		394,000	$	12,214		$	443,553	$	681		$	(53,471	)	$	591,971

See accompanying notes to the Consolidated / Combined Financial Statements.

F-7

GENPACT GLOBAL HOLDINGS SICAR S.À.R.L.
Consolidated / Combined Statements of Stockholders' Equity and Comprehensive Income (Loss)
(In thousands of U.S. Dollars, except share and per share data)

			2% Cumulative Series A Convertible Preferred stock			5% Cumulative Series B Convertible Preferred stock			Common stock (Note 19)
			2% Cumulative Series A Convertible Preferred stock			5% Cumulative Series B Convertible Preferred stock			Common stock (Note 19)								Accumulated Other Comprehensive Income (loss)
			Shares (Nos)	Amounts		Shares (Nos)	Amounts		Shares (Nos)	Amounts		Additional Paid-in Capital		Retained Earnings/			Accumulated Other Comprehensive Income (loss)		Total Stockholders' Equity			Comprehensive Income (loss)
Predecessor period Note 1
	Balance as of January 1, 2004		—	$	—	—	$	—	38,516,221	$	30,294	$	39,477	$	196,455		$	7,129	$	273,355
Contribution from a significant shareholder			—		—	—		—	—		—		49,764		—			—		49,764
Expenses not reimbursed by a significant shareholder			—		—	—		—	—		—		—		(17,608	)		—		(17,608	)
Distribution of dividend to a significant shareholder			—		—	—		—	—		—		—		(4,927	)		—		(4,927	)
Comprehensive income:
	Net income		—		—	—		—	—		—		—		83,409			—		83,409		$	83,409
	Other comprehensive income:
		Minimum pension liability, net	—		—	—		—	—		—		—		—			192		192			192
		Unrealized gain on cash flow hedging derivatives, net	—		—	—		—	—		—		—		—			11,643		11,643			11,643
		Currency translation adjustments	—		—	—		—	—		—		—		—			10,485		10,485			10,485
Comprehensive income			—		—	—		—	—		—		—		—			—		—		$	105,729

Balance as of December 30, 2004			—	$	—	—	$	—	38,516,221	$	30,294	$	89,241	$	257,329		$	29,449	$	406,313


Successor period Note 1
	Common and Preferred stock issued to acquire Predecessor business
Issuance of Common stock of par value of $34.06 each			—		—	—		—	394,000		13,420		232,042		—			—	$	245,462
Issuance of 2% Cumulative Series A convertible Preferred stock of par value $34.06 each			3,060,000		104,223	—		—	—		—		86,415		—			—		190,638
Issuance of 5% Cumulative Series B convertible Preferred stock of par value $34.06 each			—		—	3,000,000		102,180	—		—		84,720		—			—		186,900

Balance as of December 31, 2004			3,060,000	$	104,223	3,000,000	$	102,180	394,000	$	13,420	$	403,177	$	—		$	—	$	623,000

See accompanying notes to the Consolidated / Combined Financial Statements.

F-8

GENPACT GLOBAL HOLDINGS SICAR S.À.R.L.

Consolidated / Combined Statements of Cash Flows

(In thousands of U.S. Dollars)

		Year ended December 31,
		2006			2005			2004
								(Predecessor)
Operating activities
Net income		$	39,772		$	17,104		$	83,409
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Depreciation and amortization			34,944			31,206			24,173
Amortization of debt issue costs			3,289			1,103			—
Amortization of acquired intangible assets			43,047			48,625			—
Loss (gain) on sale of property, plant and equipment, net			(298	)		(268	)		(556	)
Provision for doubtful debts			1,446			1,988			(571	)
Unrealized (gain) loss on revaluation of derivatives			(1,812	)		18,776			7,100
Expenses paid by signficant shareholder			—			—			14,120
Expenses not reimbursed by significant shareholder			—			—			(17,608	)
Stock—based compensation expense			4,501			3,062			—
Deferred taxes			(8,804	)		(13,196	)		(2,739	)
Change in operating assets and liabilities:
	Decrease (increase) in accounts receivable		(64,046	)		(43,580	)		21,408
	Decrease (increase) in other assets		(20,919	)		(15,329	)		(7,028	)
	(Decrease) increase in accounts payable		(1,221	)		(2,790	)		3,167
	(Decrease) increase in accrued expenses and other current liabilities		1,221			51,795			(4,209	)
	Increase in income taxes payable		(3,295	)		827			1,125
	(Decrease) increase in other liabilities		8,743			7,411			4,680

Net cash provided by operating activities		$	36,568		$	106,734		$	126,471

Investing activities
Purchase of property, plant and equipment			(79,217	)		(38,415	)		(27,747	)
Proceeds from sale of property, plant and equipment			4,526			1,631			4,295
Inter-corporate deposits placed			(167,746	)		(347,538	)		(434,527	)
Repayment of inter—corporate deposits placed			202,521			310,821			337,583
Payment for business acquisition, net			(9,561	)		(11,350	)		—

Net cash used in investing activities		($	49,477	)	($	84,851	)	($	120,396	)

Financing activities
Repayment of capital lease obligations			(1,647	)		(1,535	)		(1,610	)
Proceeds from long—term debt			115,072			—			—
Repayment of long—term debt			(144,127	)		(19,000	)		—
Short-term borrowings, net			83,000			(8,200	)		10,444
Contribution from significant shareholder			—			—			4,426
Repurchase of Common and Preferred stock from a significant shareholder			(49,995	)		—			—
Repurchase of Preferred stock			(130	)		—			—
Proceeds from issuance of Common stock			400			—			—
Proceeds from issuance of Preferred stock			—			2,276			—
Distribution to significant shareholder			—			—			(4,927	)

Net cash provided by (used in) financing activities		$	2,573		$	(26,459	)	$	8,333

Effect of exchange rate changes			1,068			(505	)		1,425
Net (decrease) increase in cash and cash equivalents			(10,336	)		(4,576	)		14,408
Cash and cash equivalents at the beginning of the period			44,698			49,779			15,022

Cash and equivalents at the end of the period		$	35,430		$	44,698		$	30,855

Acquisition of business (refer note 1)
Net cash provided by operating activities									—
Investing activity—Purchase of business, net of cash acquired									(126,004	)
Financing activity—Proceeds from long-term debt									175,783

Cash and equivalents at the end of the period								$	49,779

Supplementary information
Cash paid during the period for interest		$	14,399		$	9,085		$	1,001
Cash paid during the period for income taxes		$	7,658		$	4,796		$	6,757
Distribution of inter—corporate deposits to significant shareholder		$	—		$	—		$	299,307
Distribution of other assets to significant shareholder		$	—		$	—		$	1,303
Waiver of liability by significant shareholder		$	—		$	—		$	31,218
Property, plant and equipment acquired under capital lease obligation		$	3,065		$	2,185		$	2,573
Goodwill acquired during the year		$	14,831		$	9,428		$	485,234
Intangibles acquired during the year		$	811		$	1,123		$	223,500

See accompanying notes to the Consolidated / Combined Financial Statements.

F-9

GENPACT GLOBAL HOLDINGS SICAR S.À.R.L.

Notes to the Consolidated / Combined Financial Statements

(In thousands of U.S. Dollars, except share and per share data)

1. Organization and description of business

Genpact Global Holdings SICAR S.à.r.l., a Luxembourg entity ("GGH" and together with its subsidiaries, the "Company") is in the business of managing business processes for companies around the world. The Company combines its process expertise, information technology expertise and analytical capabilities, together with operational insight derived from its experience in diverse industries, to provide a wide range of services using its global delivery platform. The Company's service offerings include finance and accounting, collections and customer service, insurance services, supply chain and procurement, analytics, enterprise application services and IT infrastructure services.

On March 29, 2007, Genpact Limited, a Bermuda company, was formed as a subsidiary of GGH.

On , 2007, the shareholders of GGH transferred their equity in GGH to Genpact Limited in exchange for common shares of Genpact Limited (the "2007 Reorganization"). All applicable share and per share amounts in the acconpanying consolidated financial statements have been retroactively adjusted to reflect the 2007 Reorganization.

Successor and Predecessor entities and periods presented

Prior to December 30, 2004, the business of the Company was conducted through various entities and divisions of the General Electric Company ("GE"). On December 30, 2004, in a series of transactions collectively referred to herein as the "2004 Reorganization", GE transferred such operations to a newly formed entity, GGH. GGH has no operations and de minimis assets from the date of its formation through December 30, 2004. In connection with such transfers, the Company incurred debt of $180,000, $156,859 of which was used to finance in part the consideration for the transfer. GE sold a controlling interest in GGL.

For the year ended December 31, 2004, the financial statements are presented on a combined basis as all the entities and divisions that were transferred to GGH in the 2004 Reorganization were under the common control of GE (predecessor basis).

As the 2004 Reorganization resulted in a transfer of control of the Company, the 2004 Reorganization was accounted for under the purchase method pursuant to Statement of Financial Accounting Standards (SFAS) No. 141, Business Combinations.

The application of the purchase method of accounting, which requires assets acquired and liabilities assumed to be recorded at their fair values, creates a new basis of accounting and accordingly results in depreciation and amortization expense of acquired intangible assets in the periods subsequent to December 31, 2004. Accordingly, the financial statements of the predecessor for 2004 are not directly comparable to the Company's financial statements for 2005 and 2006.

Prior to December 31, 2004, substantially all of the revenues of the Company were derived from services provided to GE entities. In connection with the 2004 Reorganization, GE and Genworth (which was then owned by GE) entered into a Master Services Arrangement ("MSA") with the Company. The GE MSA, which, as amended in 2005, provides that GE will purchase services in an amount not less than a minimum volume commitment ("MVC") of $360,000 each year for six years beginning January 1, 2005, $270,000 in 2011, $180,000 in 2012 and $90,000 in 2013. Revenues in excess of the MVC can be credited, subject to certain limitations, against short falls in the subsequent years.

Similarly, the Genworth MSA provides that Genworth will purchase services in an amount not less than a MVC of $24,000 per year for five years beginning January 1, 2005, $18,000 in 2010, $12,000 in 2011 and $6,000 in 2012.

F-10

The purchase consideration for the 2004 Reorganization has been allocated to the acquired assets and accrued liabilities as follows:

Fair value of common and preferred stock issued	$	623,000
Cash paid		156,859

	$	779,859

Allocation to assets and liabilities:
Cash and cash equivalents	$	30,855
Property, plant and equipment		104,406
Current assets and liabilities, net		(33,246	)
Non-current assets		17,817
Non-current liabilities		(48,707	)
Intangible assets		223,500
Goodwill		485,234

	$	779,859

In connection with the 2004 Reorganization, GE indemnified the Company for potential income tax and other tax related liabilities relating to periods prior to the 2004 Reorganization. Subsequent to the 2004 Reorganization, any income tax adjustments for periods prior to the 2004 Reorganization and related recoveries would be recordable as adjustments to the recorded goodwill. However, because GE has indemnified the Company for these amounts, the net adjustment to goodwill for 2005 and 2006 is $0. Adjustments for taxes other than income taxes are recorded through the income statement, as are any related recoveries from GE pursuant to its indemnities. The Company has elected to adjust any such recoveries for taxes other than income taxes against the related expense. Amounts due from GE for taxes other than income taxes, under such indemnification were $545 and $1,532, respectively, for the years ended December 31, 2006 and 2005, respectively.

Additionally, as a part of the 2004 Reorganization, GE agreed to refund certain post-acquisition expenses relating to an employee incentive program for specific employees. During 2006 and 2005, the Company received $6,161 and $3,839, respectively, under the arrangement. The Company has recorded these post-acquisition expenses through the income statement for 2006 and 2005, and the amounts recovered from GE under the purchase agreement are recorded as an adjustment to recorded goodwill.

2. Summary of significant accounting policies

a) Basis of preparation and principles of consolidation

The accompanying consolidated/combined financial statements have been prepared in conformity with U.S. generally accepted accounting principles.

The accompanying 2006 and 2005 financial statements have been prepared on a consolidated basis and reflect the financial statements of GGH and all of its subsidiaries that are more than 50% owned and controlled. All material inter-company accounts and transactions within the Company are eliminated in these consolidated financial statements.

As more fully discussed in note 1, the financial statements for the period prior to the 2004 Reorganization reflect the combined financial statements of the predecessor.

F-11

b) Use of estimates

The preparation of consolidated / combined financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant items subject to such estimates and assumptions include the carrying amount of property, plant and equipment, intangibles and goodwill; valuation allowance for receivables and deferred tax assets; valuation of derivative instruments; valuation of share-based compensation and assets and obligations related to employee benefits. Management believes that the estimates used in the preparation of the consolidated financial statements are prudent and reasonable. Although these estimates are based upon management's best knowledge of current events and actions, actual results could differ from these estimates.

c) Revenue recognition

The Company derives its revenue primarily from business process services, which are provided on both time-and-materials and fixed-price basis. The Company recognizes revenue from services under time-and-materials contracts when persuasive evidence of an arrangement exists; the sales price is fixed or determinable; and collectability is reasonably assured. Such revenues are recognized as the services are provided. The Company's fixed-price contracts include contracts for application maintenance and support services. Revenues on these contracts are recognized ratably over the term of the agreement. The Company accrues for revenue and receivables for the services rendered between the last billing date and the balance sheet date.

Revenue with respect to fixed-price contracts for development of software is recognized on a percentage of completion method. Guidance has been drawn from paragraph 95 of Statement of Position (SOP) 97-2, Software Revenue Recognition, to account for revenue from fixed price arrangements for software development and related services in conformity with SOP 81-1, Accounting for Performance of Construction-Type and Certain Production-Type Contracts. The input (effort expended) method has been used to measure progress towards completion as there is a direct relationship between input and productivity. Provisions for estimated losses, if any, on uncompleted contracts are recorded in the period in which such losses become probable based on the current contract estimates.

The Company has deferred the revenue and the costs attributable to certain process transition activities where such activities do not represent the culmination of a separate earnings process. Such revenue and costs are subsequently recognized ratably over the period in which the related services are performed. Further, the deferred costs are limited to the amount of the deferred revenues.

Revenues are reported net of value-added tax, business tax and applicable discounts and allowances.

Reimbursements of out of pocket expenses received from customers have been included as part of revenues in accordance with EITF 01-14, Income Statement Characterization of Reimbursements Received for "Out-of-Pocket" Expenses Incurred.

F-12

d) Cash and cash equivalents

Cash and cash equivalents consist of cash balances and all highly liquid investments purchased with an original maturity of three months or less.

e) Property, plant and equipment, net

Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Expenditures for replacements and improvements are capitalized whereas the cost of maintenance and repairs are charged to earnings as incurred. The Company depreciates and amortizes all property, plant and equipment using the straight-line method over the following estimated economic useful lives of the assets:

		Years
Buildings		40
Furniture and fixtures		4
Computer equipment and servers		3-4
Plant, machinery and equipment		4
Computer software		4
Leasehold improvements		Lesser of lease period or 6 years
Vehicles		3-4

The cost of software purchased for internal use is accounted for under American Institute of Certified Public Accountants Statement of Position (SOP) 98-1, Accounting for the Cost of Computer Software Developed or Obtained for Internal Use.

Advances paid towards acquisition of property, plant and equipment outstanding as of each balance sheet date and the cost of property, plant and equipment not put to use before such date are disclosed under "Capital work in progress" in note 9.

f) Business combinations, goodwill and other intangible assets

Statement of Financial Accounting Standards (SFAS) No. 141, Business Combinations requires that the purchase method of accounting be used for all business combinations. SFAS No. 141 specifies criteria as to intangible assets acquired in a business combination that must be recognized and reported separately from goodwill. In accordance with SFAS No. 142, Goodwill and Other Intangible Assets, all assets and liabilities of the acquired businesses including goodwill are assigned to reporting units.

F-13

event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount.

Intangible assets acquired individually or with a group of other assets or in a business combination, are carried at cost less accumulated amortization based on their estimated useful lives as follows:

Customer-related intangible assets		3-10 years
Marketing-related intangible assets		1-5 years
Contract-related intangible assets		1 year

The intangible assets are amortized using a discounted cash flow method in each period which reflects the pattern in which their economic benefits are consumed or otherwise used up.

g) Impairment of long-lived assets

Long-lived assets, including certain intangible assets, to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Such assets are required to be tested for impairment if the carrying amount of the assets is higher than the future undiscounted net cash flows expected to be generated from the assets. The impairment amount to be recognized is measured by the amount by which the carrying value of the assets exceeds its fair value determined using the discounted cash flow approach.

h) Functional and foreign currency translations

The consolidated financial statements are reported in US Dollars. The functional currency for subsidiaries organized in Europe is the Euro and the functional currencies of subsidiaries organized in China, India, Japan, the Philippines and the U.K. are their respective local currencies. The functional currency of all other legal entities forming part of the Company is the US Dollar. The translation of the functional currencies of the respective subsidiaries into US Dollars is performed for balance sheet accounts using the exchange rates in effect as of the balance sheet date and for revenues and expense accounts using a monthly average exchange rate prevailing during the respective period. The gains or losses resulting from such translation are reported under accumulated other comprehensive income (losses), net, a separate component of stockholders' equity.

Monetary assets and liabilities of each subsidiary denominated in currencies other than the subsidiary's functional currency are translated into the respective functional currency at the rates of exchange prevailing at the balance sheet date. Transactions of each subsidiary in currencies other than the subsidiary's functional currency are translated into the respective functional currency at the average monthly exchange rate prevailing during the period of the transaction. The gains or losses resulting from foreign currency transactions are included in the consolidated statements of income.

i) Loans held for sale

In 2006, the Company acquired MoneyLine Lending Services, Inc. One of its activities is to fund and hold for sale mortgage loans. Such loans held for sale are carried at the lower of cost or market value, which is determined on an individual loan basis. Market value is equal to the amount of unpaid principal, reduced by market valuation adjustments and increased or reduced by net deferred loan origination fees

F-14

and costs. It is the Company's intention to sell loans in the secondary market as soon as practical and it is not expected that loans will be held on the Company's books for periods in excess of forty five days. See note 28.

j) Derivative instruments and hedging activities

In the normal course of business, the Company uses derivative financial instruments to manage foreign currency exchange rate and interest rate risk. The Company purchases forward foreign exchange contracts to mitigate the risk of changes in foreign exchange rates on inter-company transactions and forecasted transactions denominated in foreign currencies.

The Company designates derivative contracts as cash flow hedges if they satisfy the criteria for hedge accounting under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. Changes in fair values of derivatives designated as cash flow hedges are deferred and recorded as a component of accumulated other comprehensive income until the hedged transactions occur and are then recognized in the consolidated statements of income included in foreign exchange losses, net under operating expenses and other income (expense). Changes in fair value of derivatives not designated as hedging instruments and the ineffective portion of derivatives designated as cash flow and interest rate hedges are recognized in the consolidated statements of income and are included in foreign exchange losses, net under operating expenses and other income (expense).

In respect of derivatives designated as hedges, the Company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedge transactions. The Company also formally assesses, both at the inception of the hedge and on an ongoing basis, whether each derivative is highly effective in offsetting changes in fair values or cash flows of the hedged item. If it is determined that a derivative or a portion thereof is not highly effective as a hedge, or if a derivative ceases to be a highly effective hedge, the Company will prospectively discontinue hedge accounting with respect to that derivative.

In all situations in which hedge accounting is discontinued and the derivative is retained, the Company continues to carry the derivative at its fair value on the balance sheet and recognizes any subsequent change in its fair value in the consolidated statement of income. When it is probable that a forecasted transaction will not occur, the Company discontinues hedge accounting and recognizes immediately in the consolidated statement of income the gains and losses attributable to such derivative that were accumulated in other comprehensive income.

k) Income taxes

The Company accounts for income taxes pursuant to the provisions of SFAS No. 109, Accounting for Income Taxes. Under SFAS No. 109, deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their tax bases and all operating losses carried forward, if any. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statement of Income in the period that includes the enactment date. Deferred tax assets are recognized in full, subject to a valuation allowance

F-15

that may reduce the amount recognized to that which is more likely than not to be realized. In the case of an entity that benefits from a corporate tax holiday, deferred tax assets or liabilities for existing temporary differences are recorded only to the extent such temporary differences are expected to reverse after the expiry of the tax holiday.

l) Retirement benefits

Contributions to defined contribution plans are charged to consolidated statements of income in the period in which services are rendered by the covered employees. Current services cost for defined benefit plans are accrued in the period to which they relate. In accordance with SFAS No. 87, Employers' Accounting for Pensions, the liability in respect of defined benefit plans is calculated annually by an independent actuary using the projected amount credit method. Prior service cost, if any, resulting from an amendment to a plan is recognized and amortized over the remaining period of service of the covered employees. The Company recognizes its liabilities for compensated absences in accordance with the employee benefit policy of the Company.

As of December 31, 2006, the Company adopted SFAS No. 158, Employer's Accounting for Defined Benefit Pensions and Other Post Retirement Benefits.

On adoption of SFAS No.158, the Company recorded the funded status of its defined benefit pension and post retirement plan as a liability on its consolidated balance sheet with a corresponding offset, net of taxes, recorded in accumulated other comprehensive income within stockholder's equity resulting in an after tax decrease in equity of $947. The following table shows the effects of adopting SFAS No.158 at December 31, 2006 on individual line items in the consolidated balance sheet as of December 31, 2006:

		Before application of SFAS No. 158			Adjustments			After application of SFAS No. 158
Other liabilities
	Retirement benefits	$	2,746		$	1,084		$	3,830
Deferred tax assets		$	1,412		$	137		$	1,549
Accumulated other comprehensive income (losses), net		$	(14,348	)	$	(947	)	$	(15,295	)
Total stockholders' equity		$	625,642		$	(947	)	$	624,695

m) Stock-based compensation

Effective January 1, 2006, the Company adopted SFAS No. 123(R), Share Based Payment, (SFAS No. 123(R)), following the prospective transition method. SFAS No. 123(R) requires the measurement and recognition of compensation expense for all stock-based awards based on the grant date fair value of those awards. In adopting SFAS No. 123(R), the Company began to recognize compensation expense for stock options net of estimated forfeitures. Under the prospective transition method, the provisions of SFAS No. 123(R) apply to all awards granted or modified after the date of adoption.

F-16

Prior to adoption of SFAS No. 123(R), the Company followed the minimum value method of SFAS No. 123, Accounting for Stock Based Compensation, to account for its stock-based awards. Under this method, compensation expense was recorded on the date of grant, if the fair value of the underlying stock on date of grant exceeded the present value of the stock options on the date of grant. As required under the prospective transition method, for the portion of awards outstanding at the date of initial application of SFAS No. 123(R), the Company continues to apply the minimum value method. For awards granted after the adoption of SFAS 123(R), the Company has elected to amortize the compensation cost on a straight-line basis over the vesting period.

n) Financial instruments and concentration of credit risk

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents, inter-corporate deposits, deposits with banks, derivative financial instruments and accounts receivable. The Company places its cash and cash equivalents with corporations and banks with high investment grade ratings. Inter-corporate deposits are with GE, a significant shareholder. To reduce its credit risk on accounts receivable, the Company performs ongoing credit evaluation of customers. GE accounted for 69% and 87% of receivables for December 31, 2006 and 2005, respectively. GE accounted for 74%, 91% and 95% of revenues for the years ended December 31, 2006, 2005 and 2004, respectively.

o) Earnings (loss) per share

In accordance with SFAS No. 128, Earnings Per Share, basic earnings per share is computed using the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share are computed using the weighted average number of common and dilutive common equivalent shares outstanding during the period. For the purposes of calculating diluted earnings per share, the treasury stock method is used for options except where the results would be anti-dilutive.

p) Commitments and contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated.

q) Recently adopted accounting pronouncements

In September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (SAB 108), which provides interpretative guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the purpose of materiality assessments. SAB 108 is effective for the Company as of December 31, 2006, allowing a one time transitional cumulative effect adjustment to beginning retained earnings as of January 1, 2006, for errors that were not previously deemed material, but are material under the guidance in SAB 108. The Company adopted SAB 108 in the year ended December 31, 2006 but the adoption has not resulted in any adjustment to the financial statements of the Company.

F-17

r) Recently issued accounting pronouncements

In July 2006, the Financial Accounting Standards Board (FASB) issued Financial Interpretation No. 48, Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109 (FIN 48). FIN 48 specifies how tax benefits for uncertain tax positions are to be recognized, measured, and derecognized in financial statements; requires certain disclosures of uncertain tax matters; specifies how reserves for uncertain tax positions should be classified in the balance sheet; and provides transition and interim-period guidance, among other provisions. FIN 48 is effective for fiscal years beginning after December 15, 2006 and, as a result, is effective for the Company for the fiscal year commencing January 1, 2007. The Company is currently evaluating the impact of FIN 48 on its financial statements and will adopt the provisions of FIN 48 for the fiscal year beginning January 1, 2007.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS No. 157). SFAS No. 157 defines "fair value' as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. SFAS No. 157 provides guidance on the determination of fair value and lays down the fair value hierarchy to classify the source of information used in fair value measurement. The Company is currently evaluating the impact of SFAS No. 157 on its financial statements and will adopt the provisions of SFAS No. 157 for the fiscal year beginning January 1, 2008.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities including an Amendment of FASB Statement No. 115 (SFAS No. 159). SFAS No. 159 permits entities to elect to measure many financial instruments and certain other eligible items at fair value. SFAS No. 159 is expected to expand the use of fair value measurement in the preparation of the financial statements. However, SFAS No. 159 does not affect any existing accounting literature that requires certain assets and liabilities to be carried at fair value. The Company is currently evaluating the impact of SFAS No. 159 on its financial statements and will adopt the provisions of SFAS No. 159 for the fiscal year beginning January 1, 2008.

s) Reclassification

Certain reclassifications have been made in the financial statements of prior periods to conform to the classification used in the current year. These changes have no impact on previously reported net income or stockholders' equity of the Company.

3. Other business acquisitions

a) Genpact Mortgage Services, Inc.

On August 14, 2006, the Company acquired 100% of the outstanding common stock of MoneyLine Lending Services, Inc (subsequently renamed as Genpact Mortgage Services, Inc.) for a recorded purchase price consisting of cash consideration of $14,347 and additional direct expenses of $1,375. The acquired business provides business process services to financial institutions related to mortgage loan applications and also funds and sells mortgage loans.

The terms of the acquisition agreement also provide for the payment of contingent consideration to the former shareholders of MoneyLine in two tranches, to be calculated based on the cumulative

F-18

achievement of specified earnings and revenue targets for the years ending December 31, 2006 and 2007, subject to a maximum aggregate payment of $10,000, which is payable in cash.

The Company has followed the consensus reached in EITF 95-8, Accounting for Contingent Consideration Paid to Shareholders of an Acquired Enterprise in a Purchase Business Combination, and will record the contingent payments as goodwill in the period in which the contingency is resolved.

The purchase price has been preliminarily allocated based on management's estimates of the fair values of the net assets acquired, as follows:

Tangible fixed assets, net	$	296
Current assets and liabilities, net		10,251
Long-term debt		(10,467	)
Customer-related intangible assets		811
Goodwill		14,831

	$	15,722

b) Creditek Corporation

On August 5, 2005, the Company acquired 100% of the outstanding common stock of Creditek Corporation for a recorded purchase price consisting of cash consideration of $14,444 and additional direct expenses of $1,130.

Creditek provides business process services pertaining to managing end-to-end processes in relation to order processing, billing and subsequent collection.

The purchase price has been allocated based on management's estimates of the fair values of the net assets acquired, as follows:

Tangible fixed assets, net	$	951
Current assets and liabilities, net		761
Deferred tax assets, net		3,311
Customer-related intangible assets		1,123
Goodwill		9,428

	$	15,574

F-19

4. Bad debt valuation allowance

The following table provides details of bad debt valuation allowance as recorded by the Company:

As of December 31,		Balance at the beginning of the period			Additions charged to cost and expense			Deductions (write off in the balance sheet)			Balance at the end of the period
2006		$	1,988		$	1,446		$	(1,616	)	$	1,818
2005		$	—		$	1,988		$	—		$	1,988

5. Accounts receivable, net of bad debt valuation allowance

Accounts receivable were $143,069 and $76,291, and bad debt valuation allowance was $1,818 and $1,988, resulting in a net accounts receivable balance of $141,251 and $74,303, as of December 31, 2006 and 2005, respectively.

Net accounts receivable from GE were $97,397 and $64,384 as of December 31, 2006 and 2005, respectively, representing 69% and 87% of the net accounts receivable.

6. Inter-corporate deposits with a significant shareholder

Inter-corporate deposits represent interest-bearing cash balances placed with a significant shareholder (GE) which are repayable on demand. For the years ended December 31, 2006, 2005 and 2004, interest of $634, $1,610 and $11,895, respectively was earned on the deposits, computed based on the average monthly outstanding balances.

7. Derivative financial instruments

The Company is exposed to foreign currency fluctuations on foreign currency assets and forecasted cash flows denominated in a foreign currency. The Company has established risk management policies, including the use of derivatives to hedge foreign currency assets and foreign currency forecasted cash flows. The counterparties are banks and the Company considers the risks of non-performance by the counterparties as non-material. The forward foreign exchange contracts mature between one to thirty-six months and the forecasted transactions are expected to occur during the same period.

F-20

The following table presents the aggregate notional principal amounts of the outstanding derivative financial instruments together with the related balance sheet exposure:

		Notional principal amounts as of December 31, (Note a)				Balance sheet exposure asset/ (liability) as of December 31, (Note b)
		2006		2005		2006			2005
Foreign exchange forward contracts denominated in:
	United States Dollars (sell)	$	1,265,059	$	1,184,531	$	(9,634	)	$	(36,504	)
	Euro (sell)		29,544		27,155		1,513			162
	Japanese Yen (sell)		24,833		8,624		1,206			807
	Pound Sterling (sell)		11,760		1,976		(413	)		(30	)
	Net written options United States Dollars (sell)		53,500		74,500		(1,290	)		(3,011	)
Interest rate swaps (floating-to-fixed)			50,000		146,500		602			2,136

						$	(8,016	)	$	(36,440	)

a): Notional amounts are key elements of derivative financial instrument agreements. However, notional amounts do not represent the amount exchanged by counter parties and do not measure the Company's exposure to credit or market risks. The amounts exchanged are based on the notional amounts and other provisions of the underlying derivative agreements.
b): Balance sheet exposure is denominated in United States Dollars and denotes the mark to market impact of the derivative agreements on the reporting date.

In connection with cash flow hedges, the Company has recorded $5,815 and $30,148 of net losses as a component of accumulated and other comprehensive income within stockholders' equity as at December 31, 2006 and 2005, respectively.

The following table summarizes the activity in accumulated other comprehensive income within stockholders' equity related to all derivatives classified as cash flow hedges during the year ended December 31, 2006 and 2005.

	As of December 31,
	2006			2005
Opening balance	$	(30,148	)	$	—

Net gains/(losses) reclassified into net income on completion of hedged transactions		(11,028	)		—
Changes in fair value of effective portion of outstanding derivatives, net		13,305			(30,148	)

Unrealized gains/(losses) on cash flow hedging derivatives, net		24,333			(30,148	)

Closing balance	$	(5,815	)	$	(30,148	)

F-21

As of December 31, 2006 and 2005 there were no significant gains or losses on derivative transactions or portions thereof that have become ineffective as hedges, or associated with an underlying exposure that did not occur.

In addition, the Company has net written options to sell US dollars, which are ineligible for hedge accounting under SFAS No. 133. Consequently, the changes in fair value of the net written options aggregating to $1,043, $(8,410) and $0 have been recognized in the consolidated statements of income as foreign exchange losses (gains), net for the year ended December 31, 2006, 2005 and 2004, respectively.

Additionally, the Company has interest rate swaps for covering the future variability in interest rates which have been considered as hedges under SFAS No. 133. Consequently, the changes in fair value of the interest rate swaps aggregating to $825, $2,136 and $0 have been recognized in the consolidated statements of income under other income (expense), net for the year ended December 31, 2006, 2005 and 2004, respectively.

8. Prepaid expenses and other current assets

Other current assets consist of the following:

	As of December 31,
	2006			2005
Advance taxes	$	10,468		$	4,889
Deferred transition costs		13,374			4,326
Loans held for sale		16,835			—
Derivative instruments		1,856			1,091
Employee advances		4,226			2,528
Advances to suppliers		2,368			1,892
Prepaid expenses		3,263			2,032
Receivable from GE under indemnification arrangement		4,117			5,591
Deposits		493			6,127
Other		7,065			2,602

	$	64,065		$	31,078
Less: Due from a significant shareholder		(10,236	)		(7,812	)

	$	53,829		$	23,266

F-22

9. Property, plant and equipment, net

Property, plant and equipment consists of the following:

	As of December 31,
	2006			2005
Land	$	16,628		$	16,597
Buildings		41,176			30,182
Furniture and fixtures		13,135			8,187
Computer equipment and servers		50,495			27,139
Plant, machinery and equipment		26,317			15,822
Computer software		36,368			18,802
Leasehold improvements		23,609			9,159
Vehicles		4,964			4,118
Capital work in progress		4,003			9,808

	$	216,695		$	139,814
Less: Accumulated depreciation and amortization		(58,719	)		(26,301	)

	$	157,976		$	113,513

Depreciation expense on property, plant and equipment amounted to $29,449, $25,091 and $21,137 during the years ended December 31, 2006, 2005 and 2004, respectively. The amount of computer software amortization during the years ended December 31, 2006, 2005 and 2004 was $5,495, $6,115 and $3,036, respectively.

Property, plant and equipment, net includes assets held under capital leases, which consist of the following:

	As of December 31,
	2006			2005
Vehicles	$	6,241		$	4,072
Computer equipment and servers		184			—
Less: Accumulated depreciation		(2,023	)		(1,211	)

	$	4,402		$	2,861

Depreciation expense in respect of these assets was $1,754, $1,599 and $1,710 for the years ended December 31, 2006, 2005 and 2004, respectively.

F-23

10. Goodwill and intangible assets

The following table presents the changes in goodwill for the years ended December 31, 2006 and 2005:

	As of December 31,
	2006			2005
Opening balance	$	477,106		$	485,234
Goodwill relating to acquisition consumated during the period		14,831			9,428
Recovery from GE under the purchase agreement		(6,161	)		(3,839	)
Effect of exchange rate fluctuations		7,676			(13,717	)

Closing balance	$	493,452		$	477,106

Goodwill has been allocated as follows:

	As of December 31,
	2006		2005
India	$	417,697	$	418,182
China		20,067		19,504
Europe		16,847		15,410
Mexico		14,582		14,582
Others		24,259		9,428

	$	493,452	$	477,106

The total amount of goodwill expected to be deductible for tax purposes is $21,375 and $22,277 as of December 31, 2006 and 2005, respectively.

Information regarding the Company's other intangible assets acquired either individually or with a group of other assets or in a business combination is as follows:

	As of December 31, 2006						As of December 31, 2005
	Gross carrying amount		Accumulated amortization		Net		Gross carrying amount		Accumulated amortization		Net
Customer-related intangible assets	$	207,228	$	87,548	$	119,680	$	203,253	$	45,834	$	157,419
Marketing-related intangible assets		15,909		4,001		11,908		15,740		1,327		14,413
Contract-related intangible assets		493		493		—		485		485		—

	$	223,630	$	92,042	$	131,588	$	219,478	$	47,646	$	171,832

Amortization expense for intangible assets as disclosed under amortization of acquired intangibles for the years ended December 31, 2006, 2005 and 2004 was $41,715, $47,010 and $0, respectively. Intangible assets recorded for the 2004 Reorganization include the incremental value of the minimum value commitment from GE, entered into contemporaneously with the 2004 Reorganization, over the value of the pre-existing customer relationship with GE. The amortization of this intangible asset for the years ending December 31, 2006 and 2005 amounting to $1,332 and $1,615, respectively, has been reported as a reduction of revenue, in accordance with the guidance in EITF 01-09, Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor's Products). As of December 31, 2006 the

F-24

unamortized value of the intangible asset was $3,014, which would be amortized in future periods and reported as a reduction of revenue.

The estimated amortization schedule for the intangible assets for future periods is set out below:

For the year ending December 31:
2007	$	34,487
2008		34,773
2009		26,082
2010		13,678
2011–2014		22,568

	$	131,588

11. Other assets

Other assets consist of the following:

	As of December 31,
	2006		2005
Advance taxes	$	7,019	$	4,174
Deferred transition costs		28,486		4,326
Deposits		12,041		5,606
Derivative instruments		1,740		2,077
Prepaid expenses		612		248
Other		3,929		3,932

	$	53,827	$	20,363

F-25

12. Leases

The Company leases vehicles and computer equipment from a significant shareholder (GE) and other lessors under capital leases. Future minimum lease payments as of December 31, 2006 are as follows:

As of December 31:
2007	$	2,151
2008		1,668
2009		1,216
2010		521
2011		36

Total minimum lease payments		5,592
Less: amount representing future interest		(775	)

Present value of minimum lease payments		4,817
Less: current portion		(1,750	)

Long-term capital lease obligations	$	3,067

The Company conducts its operations using facilities under non-cancelable operating lease agreements that expire at various dates through the year 2011. Future minimum lease payments under these agreements are as follows:

Year ending December 31:
2007	$	14,423
2008		9,597
2009		4,227
2010		3,622
2011		1,647

Total minimum lease payments	$	33,516

Rent expense under cancellable and non-cancellable operating leases was $13,894, $7,397 and $4,142 for the years ended December 31, 2006, 2005 and 2004, respectively.

13. Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consist of the following:

	As of December, 31
	2006			2005
Accrued expenses	$	53,707		$	59,119
Accrued employee cost		40,002			36,105
Deferred transition revenue		13,213			4,326
Statutory liabilities		10,557			9,297
Retirement benefits		6,830			6,342
Derivative instruments		7,887			14,965
Advance from customers		7,612			7,617
Other liabilities		6,069			3,270

	$	145,877		$	141,041
Less: Due to a significant shareholder		(8,928	)		(11,231	)

	$	136,949		$	129,810

F-26

14. Short-term borrowings

The Company has the following borrowing facilities:

a): fund-based and non-fund-based credit facilities with banks which are available for operational requirements in the form of overdrafts, letters of credit, guarantees, short-term loans and forward hedging. As of December 31, 2006 and 2005, the limits available were $25,330 and $25,227, respectively, and no amounts were outstanding.
b): fund-based and non-fund-based revolving credit facilities of $100,000 for operational requirements in the form of overdrafts and letters of credit, expiring in 2011. As of December 31, 2006, $83,000 was outstanding; and $0 was outstanding as of December 31, 2005. These facilities bear interest at LIBOR plus a margin. The interest rate on December 31, 2006 was 6.125%. Indebtedness under these facilities are secured by certain assets. The agreement contains certain covenants including a restriction on indebtedness of the Company.

15. Long-term debt

In connection with the 2004 Reorganization, the Company obtained a term loan amounting to $180,000 from a consortium of lenders. The proceeds, net of fees of $4,217, were used to finance the 2004 Reorganization and for working capital.

During the year ended December 31, 2006, the Company refinanced the debt, including changing the composition of the syndicate of lenders, the interest rate and the maturity profile. The Company paid a fee of $2,000 towards refinancing the loan. To the extent that the loan was refinanced by new lenders, the Company has recorded the refinancing as an extinguishment of the old loan with the existing unamortized cost relating to the old loan being expensed as a debt extinguishment loss. Fees paid to the new lenders are deferred and will be amortized as an adjustment to interest expense over the remaining term of the new loan. To the extent that the loan was refinanced by the existing lenders, the Company has determined that the new loan is not substantially different from the old loan under the guidance provided by EITF 96-19, Debtors Accounting for a Modification or Exchange of Debt Instruments, and accordingly the existing unamortized costs are recorded as an adjustment to interest expense over the remaining term of the modified loans.

Further, as a part of the above restructuring, the Company arranged revolving credit facilities of $100,000 as discussed under Note 14.

The outstanding loan, refinanced, bears interest at LIBOR plus a margin. The interest rate as of December 31, 2006 and 2005 was 6.125% and 5.813% respectively. Indebtedness under the loan agreement is secured by certain assets and the agreement contains certain covenants including a restriction on indebtedness of the Company.

During the year ended December 31, 2006, the Company entered into a financing arrangement amounting to $5,656 at an interest rate of 8.85% with a significant shareholder (GE) for the purchase of software licenses. The financed amount is repayable in equal monthly installments.

F-27

The maturity profile of these loans is as follows:

Year	Amount
2007	$	20,514
2008		20,586
2009		30,669
2010		45,846
2011		25,421

	$	143,036

16. Other liabilities

Other liabilities consist of the following:

	As of December 31,
	2006			2005
Deferred transition revenue	$	28,524		$	4,326
Retirement benefits		3,830			1,259
Derivative instruments		3,725			24,643
Amount received from GE under indemnification arrangement, pending adjustment		7,019			4,174
Other		3,583			1,781

	$	46,681		$	36,183
Less: Due to a significant shareholder		(7,019	)		(4,174	)

	$	39,662		$	32,009

17. Employee benefit plans

The Company has employee benefit plans in the form of certain statutory and other schemes covering substantially most of its employees.

Defined benefit plans

Gratuity Plan—India

In accordance with Indian law, the Company provides a defined benefit retirement plan (the "Gratuity Plan") covering all its Indian employees. The Gratuity Plan provides a lump sum payment to vested employees on retirement or on termination of employment in an amount based on the respective employees' salary and the years of employment with the Company. The Gratuity Plan benefit cost for the year is calculated on an actuarial basis. Current service costs for the Gratuity Plan are accrued in the year to which they relate on a monthly basis. Actuarial gains or losses or prior service costs, if any, resulting from amendments to the plans are recognized and amortized over the remaining period of service of the employees.

The following table sets forth the funded status of the Gratuity Plan and the amounts recognized in the Company financial statements based on an actuarial valuation carried out as of December 31, 2006 and 2005, respectively.

F-28

Change in benefit obligation

	As of December 31,
	2006			2005
Projected benefit obligation at the beginning of the year	$	3,778		$	2,963
Service cost		1,000			838
Actuarial loss		(48	)		234
Effect of exchange rate changes		70			(87	)
Interest cost		263			207
Benefits paid		(728	)		(377	)

Projected benefit obligation at the end of the year	$	4,335		$	3,778

Change in fair value of plan assets

	As of December 31,
	2006			2005
Fair value of plan assets at the beginning of the year	$	2,872		$	2,907
Employer contributions		1,862			266
Actual gain on plan assets		(168	)		161
Effect of exchange rate changes		40			(85	)
Benefits paid		(728	)		(377	)

Face value of plan assets at the end of the year	$	3,878		$	2,872

	As of December 31,
	2006			2005
Unrecognized actuarial loss	$	1,084		$	980
Funded status		(457	)		(906	)

Net amount recognized	$	627		$	74

Net Gratuity Plan cost for the years ended December 31, 2006, 2005 and 2004 includes the following components:

	Year ended December 31, 2006			Year ended December 31, 2005			Year ended December 31, 2004
							(Predecessor)
Service cost	$	1,000		$	838		$	634
Interest cost		263			207			120
Amortization of actuarial loss		218			256			43
Expected return on plan assets		(191	)		(198	)		(118	)

Net Gratuity Plan cost	$	1,290		$	1,103		$	679

F-29

The assumptions used in accounting for the Gratuity Plan for the years ended December 31, 2006, 2005 and 2004 are presented below:

	Year ended December 31, 2006	Year ended December 31, 2005	Year ended December 31, 2004
			(Predecessor)
Discount rate	8.5%	8%	8%
Rate of increase in compensation per annum	11.5% for first 3 years & 8% thereafter	11.5% for first 4 years & 8% thereafter	9.5% for first 5 years & 8% thereafter
Rate of return on plan assets per annum	7.5%	7.5%	7.5%

The Company assesses these assumptions with its projected long-term plans of growth and prevalent industry standards. Unrecognized actuarial loss is amortized over the average remaining service period of the active employees expected to receive benefits under the plan.

The Company contributes the required funding for all ascertained liabilities to the GE Capital Employees' Gratuity Fund. Trustees administer contributions made to the trust and contributions are invested in specific designated instruments as permitted by Indian law. As of December 31, 2006, 2005 and 2004, all of the plan assets were invested in debt securities.

The following benefit payment, reflects expected future service, as appropriate, which are expected to be paid during the years shown:

Year ending December 31,
2007	$	1,116
2008		1,284
2009		1,405
2010		1,607
2011		2,021
2012–2016		6,469

	$	13,902

The expected benefit payments are based on the same assumptions, which were used to measure the Company benefit obligations as of December 31, 2006.

F-30

Defined contribution plans

During the years ended December 31, 2006, 2005 and 2004, the Company contributed the following amounts to defined contribution plans in various jurisdictions:

	Year ended December 31, 2006		Year ended December 31, 2005		Year ended December 31, 2004
					(Predecessor)
India	$	5,711	$	4,333	$	4,047
US		840		498		—
Hungary		17		138		—
China		2,950		1,592		1,420
Mexico		83		157		—

Total	$	9,601	$	6,718	$	5,467

18. Stock-based compensation

The Company has issued options under the Genpact Global Holdings 2006 Plan ("2006 Plan") and the Genpact Global Holdings 2005 Plan ("2005 Plan"). Eligible persons include employees of the Company, directors of the Company and certain other persons. A brief summary of each of the plans as outstanding is provided below:

2006 Plan

Under the 2006 Plan, which was adopted on February 27, 2006, the Company is authorized to issue up to 27,321 options of the Company to eligible persons, of which 21,528 options were granted during the year ended December 31, 2006. The options granted are subject to the requirement of vesting. Options granted under the plan are exercisable into common stock of the Company, have a contractual period of ten years and vest over four to five years, unless specified otherwise. The Company has adopted the fair value method of SFAS No.123(R), Share Based Payment to account for the cost to be recognized for the stock options issued to employees and directors of the Company. The fair value of each option award is estimated on the date of the grant using the Black-Scholes option-pricing model with the significant assumptions mentioned in the table below.

2005 Plan

Under the 2005 Plan, which was adopted on July 26, 2005, the Company is authorized to issue up to 67,500 options of the Company to eligible persons, of which 67,015 options were granted up to the year ending December 31, 2006. The options granted are subject to the requirement of vesting. Options granted under the plan are exercisable into common stock of the Company, have a contractual period of ten years and vest over four to five years, unless specified otherwise. The Company used the minimum value method of SFAS No. 123, Accounting for Stock Based Compensation to account for the cost to be recognized for the stock options issued in 2005 to employees, directors and certain other eligible persons of the Company.

F-31

The following table shows the significant assumptions used in connection with the determination of the fair value of options under SFAS No.123(R) in 2006 and the minimum value of options under SFAS No.123 in 2005:

	2006		2005
Dividend yield	—		—
Expected life (in months)	76–78		78
Risk free rate of interest	5.03	%	5.00	%
Volatility	44	%	0	%

The Company intends to issue new shares to satisfy stock option exercises under its incentive plans. The stock-based compensation cost during the years ended December 31, 2006, 2005 and 2004 amounting to $4,356, $2,977 and $0, respectively, related to employees whose personnel expenses are allocated to selling, general and administrative expenses.

A summary of the options granted during the years ended December 31, 2006 and 2005 is set out below:

	As of December 31, 2006
	Shares arising out of options			Weighted average exercise price		Weighted average remaining contractual life (years)	Aggregate intrinsic value
Outstanding at the beginning of the period		63,019		$	627	9.1	$	—
Granted during the period		25,428		$	1,304	—		—
Forfeited during the period		(5,053	)	$	788	—		—
Exercised during the period		(642	)	$	623	—	$	826

Outstanding at the end of the period		82,752		$	825	8.5	$	89,693

Vested and expected to vest at the end of the period		68,775		$	792	8.5	$	76,829
Exercisable at the end of the period		20,004		$	626	8.5	$	25,674
Weighted average grant date fair value of grants during the year	$	811

F-32

	As of December 31, 2005
	Shares arising out of options			Weighted average exercise price		Weighted average remaining contractual life (years)	Aggregate intrinsic value
Outstanding at the beginning of the period		—		$	—	—	$	—
Granted during the period		63,115			627	—		—
Forfeited during the period		(96	)		623	—		—
Exercised during the period		—			—	—		—

Outstanding at the end of the year		63,019		$	627	9.1	$	34,657

Vested and expected to vest at the end of the year		63,019		$	627	9.1	$	34,657
Exercisable at the end of the year		9,042		$	623	9.1	$	5,009
Weighted average grant date fair value of grants during the year	$	170

The total remaining unrecognized stock-based compensation costs amounted to $13,056, which will be amortized over the weighted average remaining requisite vesting period of 3.13 years.

19. Capital stock

The Company has authorized, subscribed and issued share capital as at December 31, 2006 of $201,202 divided into 3,077,868 2% Cumulative Series A convertible preferred stock, 3,017,868 5% Cumulative Series B convertible preferred stock and 394,642 common stock each with a par value of $31.

The preferred stock ranks senior to the common stock with respect to liquidation payment in the event of liquidation, sale payment in the event of a sale transaction, dividends and all other rights, preferences and privileges.

The holders of shares of Cumulative Series A and Series B convertible preferred stock are entitled to cumulative cash dividends at an annual rate equal to 2.0% and 5.0%, respectively, on the Accreted Value of the stock, which was $62.3 each on issuance. Unless otherwise agreed by a resolution of the holders of 75% of the outstanding shares, these dividends are not paid in cash but shall accrue on a daily basis from the date of issuance of the shares and cumulate and compound and are added to the Accreted Value in effect immediately prior to each quarterly compounding date, whether or not the Company has earnings or profits, whether or not there are funds legally available for the payment of such dividends and whether or not declared by the Company. Unless otherwise agreed by a resolution of the holders of 75% of the outstanding shares, accrued and unpaid dividends are paid only as part of a liquidation payment upon the occurrence of liquidation, as part of a sale payment upon the occurrence of a sale transaction or in shares of common stock in connection with a conversion of shares of Cumulative Series A and B convertible preferred stock.

Preferred stock holders have the right, at any time and from time to time, to convert any or all of such holder's shares, including all dividends accrued but unpaid on each share of the preferred stock, into

F-33

common stock in the ratio of the Accreted Value at such time to the conversion price of $623. As the accrued dividend is convertible at a conversion price that is less than the fair value of the common stock on the dividend accrual date, the Company has recorded a beneficial conversion feature under EITF 98-5, Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios, relating to the convertible accrued dividend. Accordingly, accrued preferred dividends include amounts aggregating $20,413 and $3,035 for 2006 and 2005, relating to the beneficial conversion feature.

The aggregate liquidation value of the Cumulative Series A and Series B convertible preferred stock was $208,577 and $216,502, respectively, as of December 31, 2006.

Upon the closing of a Qualified Initial Public Offering, each share of preferred stock shall automatically convert, without any action by the holder thereof, into common stock in the ratio as defined in the articles of the Company.

Each of the above mentioned shares is entitled to one vote per share.

If the Company declares or pays a dividend on the common stock then, in that event, all the holders of shares of preferred stock shall be entitled to share in such dividends and shall receive such dividend on a pro-rata basis as if their shares had been converted into shares of common stock immediately prior to the record date for such dividends.

During the year ended December 31, 2006, the Company acquired 20,056 shares of common stock and 59,000 shares of Series A convertible preferred stock from a significant shareholder (GE) for a total cash consideration of $49,995, which represented the fair value of the repurchased shares on the date of repurchase. These shares are held as Treasury stock.

During the year ended December 31, 2006, the Company repurchased 402 shares of Series A convertible preferred stock and 402 shares of Series B convertible preferred stock from the holders thereof at $161.60 per share (which represented the fair value of each such share) amounting to $130 and subsequently retired such repurchased preferred stock.

As of December 31, 2006, the aggregate amount of outstanding accrued and unpaid dividends on account of Cumulative Series A convertible preferred stock and Cumulative Series B convertible preferred stock were $7,806 and $19,644, respectively, and the per share amounts of outstanding accrued and unpaid dividends on account of Cumulative Series A convertible preferred stock and Cumulative Series B convertible preferred stock were $2.54 and $6.51, respectively.

F-34

20. Pro forma earnings per share ("EPS")

The following is the reconciliation of the pro forma weighted average number of equity shares used in the computation of pro forma basic and diluted EPS for the year ended December 31, 2006:

Pro forma weighted average number of equity shares outstanding used in computing basic EPS
Pro forma dilutive effect of stock options

Pro forma weighted average number of equity shares and equivalent shares outstanding used in computing diluted EPS

21. Cost of revenue

Cost of revenue consists of the following:

	Year ended December 31, 2006		Year ended December 31, 2005		Year ended December 31, 2004
					(Predecessor)
Personnel expenses	$	223,398	$	186,787	$	153,919
Operational expenses		109,343		89,518		87,440
Depreciation and amortization		28,140		27,658		22,238

	$	360,881	$	303,963	$	263,597

22. Selling, general and administrative expenses

Selling, general and administrative expenses consist of the following:

	Year ended December 31, 2006		Year ended December 31, 2005		Year ended December 31, 2004
					(Predecessor)
Personnel expenses	$	107,099	$	70,899	$	51,384
Operational expenses		45,300		43,022		22,960
Depreciation and amortization		6,804		3,548		1,935

	$	159,203	$	117,469	$	76,279

F-35

23. Other income (expense), net

Other income (expense), net consists of the following:

	Year ended December 31, 2006			Year ended December 31, 2005			Year ended December 31, 2004
							(Predecessor)
Interest income on inter-corporate deposits	$	634		$	1,610		$	11,895
Interest expense		(13,433	)		(10,592	)		(4,976	)
Other interest income		846			92			331
Gain on interest rate swaps		825			2,136			—
Other		1,893			608			969

	$	(9,235	)	$	(6,146	)	$	8,219

24. Income taxes

Income tax expense (benefit) for the years ended December 31, 2006, 2005 and 2004 were allocated as follows:

	Year ended December 31, 2006			Year ended December 31, 2005			Year ended December 31, 2004
							(Predecessor)
Income from continuing operations	$	(5,850	)	$	(6,397	)	$	6,748
Stockholders equity for
Unrealized gains/(losses) on cash flow hedges		2,476			—			7,070
Adjustment to initially apply SFAS No. 158		(137	)		—			—

Total taxes	$	(3,511	)	$	(6,397	)	$	13,818

The components of income before income taxes from continuing operations are as follows:

	Year ended December 31, 2006			Year ended December 31, 2005
Domestic (Luxembourg)	$	(15,634	)	$	(19,955	)
Foreign		49,556			30,662

Income before income taxes	$	33,922		$	10,707

F-36

Income tax expense (benefit) attributable to income from continuing operations consists of:

		Year ended December 31, 2006			Year ended December 31, 2005			Year ended December 31, 2004
								(Predecessor)
Current taxes
	Domestic (Luxembourg)	$	—		$	—		$	—
	Foreign		2,954			6,799			9,487

		$	2,954		$	6,799		$	9,487

Deferred taxes
	Domestic (Luxembourg)	$	—		$	—		$	—
	Foreign		(8,804	)		(13,196	)		(2,739	)

		$	(8,804	)	$	(13,196	)	$	(2,739	)

Total taxes		$	(5,850	)	$	(6,397	)	$	6,748

Under the Indian Income Tax Act, a substantial portion of the profits of the Company's Indian operations is exempt from Indian income tax. The Indian tax year ends on March 31. This holiday is available for a period of ten consecutive years beginning in the year in which the respective Indian undertaking commenced operations but in no case extending beyond March 31, 2009. The holiday expires with respect to the Company's India operations beginning with the year ended March 31, 2007 and through the year ended March 31, 2009.

F-37

The components of the deferred tax balances as of December 31, 2006 and 2005 are as follows:

			As of December 31,
			2006			2005
Deferred tax assets
	Net operating loss carryforwards		$	22,522		$	9,175
	Accrued liabilities and other expenses			6,446			2,512
	Provision for doubtful debts			196			502
	Property, plant and equipment			—			395
	Unrealized losses on cash flow hedges, net			—			2,533
	Stock-based compensation			416			150
	Retirement benefits			460			1,100
	Other			1,104			759

			$	31,144		$	17,126
Less: Valuation allowance				(15,349	)		(8,091	)

	Total deferred tax assets		$	15,795		$	9,035

Deferred tax liabilities
	Unrealized gains on cash flow hedges, net			2,596			—
	Intangible assets			30,985			34,218
	Property, plant and equipment			808			—
	Other			1,052			693

		Total deferred tax liabilities	$	35,441		$	34,911

Net deferred tax liabilities			$	19,646		$	25,876

Classsified as
Deferred tax assets
	Current		$	1,144		$	1,428
	Non-current		$	1,549		$	237
Deferred tax liabilities
	Current		$	1,858		$	—
	Non-current		$	20,481		$	27,541

The valuation allowance for deferred tax assets as of December 31, 2006 and 2005 was $15,349 and $8,091, respectively. The net change in the total valuation allowance for each of the years ended December 31, 2006 and 2005 was an increase of $7,258 and $8,091, respectively. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those temporary differences are deductible. Management considers the scheduled reversal of deferred tax liabilities, projected taxable income, and tax planning strategies in making this assessment. In order to fully realize the deferred tax asset, the Company will need to generate future taxable income prior to the expiration of the deferred tax asset governed by the tax code. Based on the level of historical taxable income and projections for future

F-38

taxable income over the periods for which the deferred tax assets are deductible, management believes that it is more likely than not that the Company will realize the benefits of these deductible differences, net of the existing valuation allowances at December 31, 2006. The amount of the deferred tax asset considered realizable; however, could be reduced in the near term if estimates of future taxable income during the carry-forward period are reduced.

The subsequent recognition of tax benefits related to the valuation allowance for deferred tax assets as of December 31, 2006 amounting to $1,239 will be recognized as an adjustment to goodwill.

As of December 31, 2006, the Company had deferred tax assets of $22,522 against net operating loss carry forwards. Operating losses of subsidiaries in Hungary and Luxembourg amounting to $47,524 can be carried forward for an indefinite period. The remaining business losses expire in the amounts shown below in the following years:

Year ending December 31,	US		Europe		Others
2010	$	—	$	1,370	$	—
2011		—		1,423		138
2013		—		24,099		—
2014		—		30,873		—
2025		9,348		—		—
2026		7,048		—		—

	$	16,396	$	57,765	$	138

Undistributed earnings of the subsidiaries amounted to approximately $272,737 and $155,959 as of December 31, 2006 and 2005, respectively. It is impracticable to determine the amount of taxes payable in the event of repatriation of these earnings. The Company permanently reinvests eligible earnings of foreign subsidiaries and, accordingly, does not accrue any income, distribution or withholding taxes that would arise if such earnings were repatriated.

F-39

The reconciliation of the Luxembourg statutory income tax rate to the Company's effective tax rate for the years ended December 31, 2006, 2005 and 2004 is as follows:

		Year ended December 31, 2006			Year ended December 31, 2005			Year ended December 31, 2004
								(Predessor)
Income before income taxes		$	33,922		$	10,707		$	90,157
Luxembourg statutory tax rate			30.38	%		30.38	%		30.38	%
Computed expected income tax expense			10,306			3,253			27,390
Effect of:
	Differential of tax rates in non-Luxembourg jurisdictions		13,472			12,555			5,732
	Tax benefit from tax holiday		(38,412	)		(26,120	)		(32,100	)
	Non deductible expenses		2,006			386			3,320
	Effect of change in tax rates		—			(2,566	)		—
	Valuation allowance		6,934			5,733			—
	Other		(156	)		362			2,406

Reported income taxes expense (benefit)		$	(5,850	)	$	(6,397	)	$	6,748

25. Segment reporting

The Company manages various types of business process and information technology services in an integrated manner to customers in various industries and geographic locations. The Company's operations are located in nine countries. The Company's Chief Executive Officer who has been identified as the Chief Operation Decision Maker (CODM) reviews financial information prepared on a consolidated basis, accompanied by disaggregated information about revenue and earnings before interest and income taxes (EBIT) by identified business units. The identified business units are organized for operational reasons and represent either services-based, customer-based, industry-based or geography-based units. There is a significant overlap between the manner in which the business units are organized. Additionally, the composition and organization of the business units is fluid and the structure changes regularly in response to the growth of the overall business and changes in clients, services, industries served and delivery centers.

Based on an overall evaluation of all facts and circumstances and after combining operating segments with similar economic characteristics that comply with other aggregation criteria specified in SFAS No. 131, Disclosure about Segments of an Enterprise and Related Information, the Company has determined that it operates as a single reportable segment.

F-40

Revenues for different types of services provided are as follows:

	Year ended December 31, 2006		Year ended December 31, 2005		Year ended December 31, 2004
					(Predecessor)
Business process services	$	451,408	$	344,102	$	315,979
Information technology services		161,639		147,792		113,156

	$	613,047	$	491,894	$	429,135

Revenues from customers based on the industry serviced are as follows:

	Year ended December 31, 2006		Year ended December 31, 2005		Year ended December 31, 2004
					(Predecessor)
Banking, financial services and insurance	$	272,796	$	236,108	$	238,978
Manufacturing		268,112		214,964		160,406
Others		72,139		40,822		29,751

	$	613,047	$	491,894	$	429,135

Revenues from geographic areas based on location of service delivery units are as follows:

	Year ended December 31, 2006		Year ended December 31, 2005		Year ended December 31, 2004
					(Predecessor)
India	$	486,528	$	400,232	$	357,022
Asia, other than India		32,441		21,363		19,411
Americas		63,543		46,994		37,939
Europe		30,535		23,305		14,763

	$	613,047	$	491,894	$	429,135

Property, plant and equipment by geographic areas are as follows:

	As of December 31,
	2006		2005		2004
					(Predecessor)
India	$	117,390	$	91,326	$	83,237
Asia, other than India		9,209		4,230		4,521
Americas		21,770		12,955		12,247
Europe		9,607		5,002		4,402

	$	157,976	$	113,513	$	104,407

F-41

GE comprised 74%, 91% and 95% of the consolidated total net revenue in 2006, 2005 and 2004, respectively. No other customer accounted for 10% or more of the consolidated total net revenue during these periods.

26. Related party transactions

The Company has entered into related party transactions with a significant shareholder, which is GE and companies in which GE has a majority ownership interest or on which it exercises significant influence (collectively referred to as "GE" herein); and managerial personnel.

The related party transactions can be categorized as follows:

Revenue from services

Prior to December 31, 2004, substantially all of the revenues of the Company were derived from services provided to GE entities. In connection with the 2004 Reorganization, GE entered into an MSA with the Company. The GE MSA, as amended in 2005, provides that GE will purchase services in an amount not less than a MVC of $360,000 per year for six years beginning January 1, 2005, $270,000 in 2011, $180,000 in 2012 and $90,000 in 2013. Revenues in excess of the MVC can be credited, subject to certain limitations, against short falls in the subsequent years.

For the years ended December 31, 2006, 2005 and 2004, the Company recognized net revenues from GE of $453,305, $449,672 and $408,879, respectively, representing 74%, 91% and 95% of the consolidated total net revenue, respectively.

Cost of revenue from services

The Company purchases certain services from GE and also procures personnel from them for software development activities. These costs were recorded as consulting charges and included as part of cost of revenues. For the years ended December 31, 2006, 2005 and 2004, cost of revenue included amounts of $3,307, $13,234 and $8,171, respectively, relating to services procured from GE.

Selling, general and administrative expenses

The Company purchases certain services from GE and also procures personnel from them for managerial support and also shares certain common facilities and resources. These costs were recorded as personnel expenses, and facilities maintenance cost, which was included as part of operational expenses. For the years ended December 31, 2006, 2005 and 2004, selling general and administration expenses included amounts of $1,096, $3,100 and $14,384, respectively, relating to services procured from GE.

F-42

Other operating income

The Company provides some shared services such as facility, recruitment, training and communication, etc. to GE. Recovery for such services has been included as other operating income in the income statement. For the years ended December 31, 2006, 2005 and 2004, income from these services was $4,930, $6,185 and $0, respectively.

Interest income

The Company earned interest income on inter-corporate deposits placed with a significant shareholder (GE). For the years ended December 31, 2006, 2005 and 2004, interest income earned on these deposits was $634, $1,610 and $11,895, respectively.

Interest expense

The Company incurred interest expense on finance lease obligations and external commercial borrowings from GE. For the years ended December 31, 2006, 2005 and 2004, interest expenses relating to such related party debt amounted to $754, $413 and $4,939, respectively.

Sale of assets

During the year ended December 31, 2006, the Company sold a part of a facility to GE for $2,000. Subsequently, it leased the same facility under an operating lease for twenty four months.

Repurchase of common and preferred stock

During the year ended December 31, 2006, the Company purchased 20,056 shares of common stock and 59,000 shares of 2% Cumulative Series A convertible preferred stock from GE for a total cash consideration of $49,995.

Sale of common stock by GE

During the year ended December 31, 2005, one of the Company's customers purchased common shares from GE under a securities purchase agreement dated November 30, 2005. Under an agreement between the Company and that customer dated November 30, 2005, the customer agreed to pay a penalty to the Company if the number of employees performing services for the customer does not exceed certain specified levels by December 31, 2010 and any one of the following events has occurred: (1) an initial public offering or a change of control event has occurred prior to that date, in which case the payment is due on January 31, 2011; (ii) an initial public offering or a change of control event occurs prior to the date when the MSA is terminated, in which case the payment is to be made on the termination of the MSA with the customer; or (iii) the MSA is terminated prior to an initial public offering or change of control event, in which case the payment is due on the earlier of the initial public offering or the change of control event.

The amount of the payment depends on the number of employees performing services for the customer at such time as well as the price of the Company's common shares at the time of any initial public offering and the movement of an index comprised of the share prices of certain of the Company's competitors. Since the shares were sold by the principal shareholder at the fair value as of the date of the transfer of shares, the sale of common stock and the related revenue commitment has no accounting implication for the Company's financial statements for the year ended December 31, 2006 and 2005, respectively.

F-43

The balances receivable from and payable to related parties are summarized as follows:

		As of December, 31
		2006		2005
Due from GE
	Accounts receivable, net of allowance	$	97,397	$	64,384
	Inter-corporate deposits		1,010		35,644
	Prepaid expenses and other current assets		10,236		7,812

		$	108,643	$	107,840

Due to GE
	Current portion of capital lease obligations	$	1,686	$	1,294
	Accrued expenses and other current liabilities		8,928		11,231
	Capital lease obligations, less current portion		3,067		1,837
	Current portion of long-term debt		1,131		—
	Long-term debt, less current portion		3,865		—
	Other liabilities		7,019		4,174

		$	25,696	$	18,536

27. Commitments and contingencies

Capital commitments

As of December 31, 2006 and 2005, the Company has committed to spend $247 and $12,007, respectively, under agreements to purchase property, plant and equipment. This amount is net of capital advances paid in respect of these purchases.

Other commitments

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

28. Subsequent events

Acquisition

In March 2007, the Company acquired ICE Enterprise Solutions B.V., or ICE, (now called Genpact Netherlands B.V.) for cash consideration of $15,400 and 7,973 shares of common stock. The terms of the acquisition agreement also provide for the payment of contingent consideration in 2009 to the former shareholders of ICE Enterprise Solutions B.V. of an amount not exceeding $20,592 if certain profitability targets are met.

Genpact Mortgage Services, Inc.

From June 1, 2007, the Company will cease funding new mortgage loans. The Company will continue to have a limited obligation until November 30, 2007 to repurchase remarketed mortgage loans that are in default.

F-44

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth the expenses (other than underwriting compensation expected to be incurred) in connection with this offering. All of such amounts (except the SEC registration fee and NASD filing fee) are estimated.

SEC registration fee		$	18,420
Listing fee			*
NASD filing fee		$	60,500
Blue Sky fees and expenses			*
Printing and engraving costs			*
Legal fees and expenses			*
Accounting fees and expenses			*
Transfer Agent and Registrar fees and expenses			*
Miscellaneous			*
	Total		*

*: To be provided by amendment

Item 14. Indemnification of Directors and Officers.

The bye-laws of the Registrant provide for indemnification of the Registrant's officers and directors against all liabilities, loss, damage or expense incurred or suffered by such party as and officer or director of the Registrant to the fullest extent authorized by the Companies Act 1981 of Bermuda (the "Companies Act").

The Companies Act provides that a Bermuda company may indemnify its directors and officers in respect of any loss arising or liability attaching to them as a result of any negligence, default or breach of trust of which they may be guilty in relation to the company in question. However, the Companies Act also provides that any provision, whether contained in the company's bye-laws or in a contract or arrangement between the company and the director or officer, indemnifying a director or officer against any liability which would attach to him in respect of his fraud or dishonesty will be void.

The directors and officers of the Registrant are covered by directors' and officers' insurance policies maintained by the Registrant.

The proposed form of underwriting agreement to be filed as Exhibit 1.1 to this registration statement provides for indemnification of directors and certain officers of the Registrant by the underwriters against certain liabilities.

Item 15. Recent Sales of Unregistered Securities.

During the past three years, we have issued unregistered securities to a limited number of persons, as described below. None of these transactions involved any underwriters or any public offerings and we believe that each of these transactions was exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 3(a)(9) or Section 4(2) of the Securities Act, Regulations D and S promulgated thereunder, Rule 144A of the Securities Act or Rule 701 of the Securities Act pursuant to compensatory benefit plans and contracts related to compensation as provided under Rule 701.

In December 2004, in the 2004 Reorganization, the registrant issued 394,000 shares of common stock, 3,060,000 shares of Cumulative Series A convertible preferred stock and 3,000,000 shares of Cumulative Series B convertible preferred stock, each with a par value of Euro 25 per share, to GE Capital International (Mauritius). In connection with the transfer by the General Electric Company to the Registrants of the various operating entities and divisions that constituted the business of the Registrant.

II-1

The transactions were conducted in reliance upon the available exemptions from the registration requirements of the Securities Act, including those contained in Section 4(2).

In 2005, GGH issued options to purchase a total of 63,115 shares of its common stock to directors, officers and key employees with a weighted average exercise price of $627 per share pursuant to its 2005 Stock Option Plan.

In 2006, GGH issued options to purchase a total of 25,428 shares of its common stock with a weighted average exercise price of $1,304 per share to directors, officers and key employees pursuant to its 2005 Stock Option Plan.

In 2007, prior to May 1, 2007, GGH issued options to purchase 52,552 shares of its common stock with a weighted average exercise price of $2,785 per share to directors, officers and key employees pursuant to its 2005 Stock Option Plan, 2006 Stock Option Plan and its 2007 Stock Option Plan.

In each case, no consideration was paid to GGH by any recipient of any of the foregoing options for the grant of such options. The transactions were conducted in reliance upon the available exemptions from the registration requirements of the Securities Act, including those contained in Rule 701, which relates to exemptions for offers and sale of securities pursuant to certain compensatory benefit plans.

In March 2007, GGH issued 7,973 common shares to Bank Sal. Oppenheim jr.& Cie. (Luxembourg) S.A., as fiduciary for certain employees of ICE Enterprise Solutions, B.V. (now called Genpact Netherlands B.V.). The price per share of common stock was $1,909. The transactions were conducted in reliance upon the available exemptions from the registration requirements of the Securities Act, including those contained in Section 4(2).

II-2

Item 16. Exhibits and Financial Statement Schedules.

(a): Exhibits

Exhibit Number		Description
1.1		Underwriting Agreement.*
3.1		Amended and Restated Memorandum of Association of the Registrant.*
3.3		Amended and Restated Bye-laws of the Registrant.*
4.1		Form of specimen certificate for the Registrant's common shares.*
5.1		Opinion of Appleby.*
10.1		Amended and Restated Shareholders' Agreement, dated as of , 2007 among the Registrant, .*
10.2		Master Services Agreement dated December 30, 2004 between Genpact Global Holdings SICAR S.à.r.l. and General Electric Company.*
10.3		Master Services Agreement 1st Amendment dated January 1, 2005 between Genpact Global Holdings SICAR S.à.r.l. and General Electric Company.*
10.4		Second Amendment dated December 16, 2005 between Genpact International S.à.r.l. and General Electric Company.*
10.5		Master Services Agreement Third Amendment dated September 6, 2006 between Genpact International S.à.r.l. and General Electric Company.*
10.6		Master Professional Services Agreement dated November 30, 2004 by and between Genpact International S.à.r.l. and MacroWorld Research Corporation (a subsidiary of Wachovia Corporation).
10.7		First Amendment to Master Professional Services Agreement dated August 26, 2006 by and between Genpact International S.à.r.l. and MacroWorld Research Corporation (a subsidiary of Wachovia Corporation).
10.8		Agreement dated November 30, 2005 among Genpact Global Holdings SICAR S.à.r.l., MacroWorld Research Corporation and Wachovia Corporation.
10.9		Amended and Restated Credit Agreement dated June 30, 2006 among Genpact International S.à.r.l., Genpact Global Holdings SICAR S.à.r.l., Bank of America Securities Asia Limited, Bank of America, N.A. and certain other parties.*
10.10		Gecis Global Holdings 2005 Stock Option Plan.
10.11		Genpact Global Holdings 2006 Stock Option Plan.
10.12		Genpact Global Holdings 2007 Stock Option Plan.
10.13		Form of Stock Option Agreement.
10.14		Stock Option Agreement dated as of July 26, 2005 between Gecis Global Holdings SICAR S.à.r.l. and Pramod Bhasin.
10.15		Employment Agreement dated as of July 26, 2005, with effect from January 1, 2005, by and among Gecis Global Holdings SICAR S.à.r.l., Gecis International S.à.r.l. and Pramod Bhasin.
10.16		Employment Agreement dated as of July 26, 2005, with effect from January 1, 2005, by and among Gecis Global Holdings SICAR S.à.r.l., Gecis International S.à.r.l. and VN Tyagarajan.
21.1		Subsidiaries of the Registrant.*
23.1		Consent of KPMG.*
23.2		Consent of Appleby (contained in Exhibit 5.1).*
24.1		Powers of Attorney.

*

To be filed by amendment.

(b): Financial Statement Schedules.

The financial statement schedules are omitted because they are inapplicable or the requested information is shown in the statements of Genpact or related notes thereto.

II-3

Item 17. Undertakings.

The undersigned registrant hereby undertakes as follows:

(1) The undersigned will provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

(2) For purposes of determining any liability under the Securities Act of 1933, as amended, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it is declared effective.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 14 or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act, and will be governed by the final adjudication of such issue.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Gurgaon, India, on May 11, 2007.

		GENPACT LIMITED
		By:
			Name: Pramod Bhasin Title: President and Chief Executive Officer

POWER OF ATTORNEY

We, the undersigned directors and officers of Genpact Limited, do hereby constitute and appoint Vivek N. Gour and Victor Guaglianone, or any of them, our true and lawful attorneys and agents, with full power of substitution, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys and agents, or either of them, may deem necessary or advisable to enable said registrant to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments and any related registration statement pursuant to Rule 462(b) under the Securities Act of 1933, as amended) hereto and we do hereby ratify and confirm that said attorneys and agents, or any of them, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 11^th day of May, 2007.

Signature		Title

Pramod Bhasin		President, Chief Executive Officer and Director (Principal Executive Officer)
Vivek N. Gour		Chief Financial Officer (Principal Financial and Accounting Officer)
John Barter		Director
J Taylor Crandall		Director
Steven A. Denning		Director
Mark F. Dzialga		Director
Rajat Kumar Gupta		Director

II-5

James C. Madden		Director
Denis J. Nayden		Director
Gary M. Reiner		Director
Robert G. Scott		Director
A. Michael Spence		Director
Lloyd G. Trotter		Director

II-6

EXHIBIT INDEX

Exhibit Number		Description
1.1		Underwriting Agreement.*
3.1		Amended and Restated Memorandum of Association of the Registrant.*
3.3		Amended and Restated Bye-laws of the Registrant.*
4.1		Form of specimen certificate for the Registrant's common shares.*
5.1		Opinion of Appleby.*
10.1		Amended and Restated Shareholders' Agreement, dated as of , 2007 among the Registrant, .*
10.2		Master Services Agreement dated December 30, 2004 between Genpact Global Holdings SICAR S.à.r.l. and General Electric Company.*
10.3		Master Services Agreement 1st Amendment dated January 1, 2005 between Genpact Global Holdings SICAR S.à.r.l. and General Electric Company.*
10.4		Second Amendment dated December 16, 2005 between Genpact International S.à.r.l. and General Electric Company.*
10.5		Master Services Agreement Third Amendment dated September 6, 2006 between Genpact International S.à.r.l. and General Electric Company.*
10.6		Master Professional Services Agreement dated November 30, 2004 by and between Genpact International S.à.r.l. and MacroWorld Research Corporation (a subsidiary of Wachovia Corporation).
10.7		First Amendment to Master Professional Services Agreement dated August 26, 2006 by and between Genpact International S.à.r.l. and MacroWorld Research Corporation (a subsidiary of Wachovia Corporation).
10.8		Agreement dated November 30, 2005 among Genpact Global Holdings SICAR S.à.r.l., MacroWorld Research Corporation and Wachovia Corporation.
10.9		Amended and Restated Credit Agreement dated June 30, 2006 among Genpact International S.à.r.l., Genpact Global Holdings SICAR S.à.r.l., Bank of America Securities Asia Limited, Bank of America, N.A. and certain other parties.*
10.10		Gecis Global Holdings 2005 Stock Option Plan.
10.11		Genpact Global Holdings 2006 Stock Option Plan.
10.12		Genpact Global Holdings 2007 Stock Option Plan.
10.13		Form of Stock Option Agreement.
10.14		Stock Option Agreement dated as of July 26, 2005 between Gecis Global Holdings SICAR S.à.r.l. and Pramod Bhasin.
10.15		Employment Agreement dated as of July 26, 2005, with effect from January 1, 2005, by and among Gecis Global Holdings SICAR S.à.r.l., Gecis International S.à.r.l. and Pramod Bhasin.
10.16		Employment Agreement dated as of July 26, 2005, with effect from January 1, 2005, by and among Gecis Global Holdings SICAR S.à.r.l., Gecis International S.à.r.l. and VN Tyagarajan.
21.1		Subsidiaries of the Registrant*
23.1		Consent of KPMG.*
23.2		Consent of Appleby (contained in Exhibit 5.1).*
24.1		Powers of Attorney.

*: To be filed by amendment.

QuickLinks

TABLE OF CONTENTS
INDUSTRY AND MARKET DATA
PROSPECTUS SUMMARY
GENPACT LIMITED
THE OFFERING
SUMMARY HISTORICAL FINANCIAL AND OPERATING DATA
RISK FACTORS
FORWARD-LOOKING STATEMENTS
USE OF PROCEEDS
DIVIDEND POLICY
CAPITALIZATION
DILUTION
SELECTED FINANCIAL AND OPERATING DATA
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
BUSINESS
MANAGEMENT
DIRECTOR COMPENSATION
Director Compensation
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
PRINCIPAL AND SELLING SHAREHOLDERS
DESCRIPTION OF SHARE CAPITAL
COMMON SHARES ELIGIBLE FOR FUTURE SALE
CERTAIN MATERIAL BERMUDA AND UNITED STATES FEDERAL TAX CONSEQUENCES
UNDERWRITERS
LEGAL MATTERS
EXPERTS
WHERE YOU CAN FIND MORE INFORMATION
GENPACT GLOBAL HOLDINGS SICAR S.À.R.L. Index to Consolidated / Combined Financial Statements
CONTENTS
Report of Independent Registered Public Accounting Firm
GENPACT GLOBAL HOLDINGS SICAR S.À.R.L. Consolidated Balance Sheets (In thousands of U.S. Dollars, except share and per share data)
GENPACT GLOBAL HOLDINGS SICAR S.À.R.L. Consolidated Balance Sheets (continued) (In thousands of U.S. Dollars, except share and per share data)
GENPACT GLOBAL HOLDINGS SICAR S.À.R.L. Consolidated / Combined Statements of Income (In thousands of U.S. Dollars, except share and per share data)
GENPACT GLOBAL HOLDINGS SICAR S.À.R.L. Consolidated / Combined Statements of Cash Flows (In thousands of U.S. Dollars)
GENPACT GLOBAL HOLDINGS SICAR S.À.R.L. Notes to the Consolidated / Combined Financial Statements (In thousands of U.S. Dollars, except share and per share data)
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
POWER OF ATTORNEY
EXHIBIT INDEX

Exhibit 10.10

GECIS GLOBAL HOLDINGS 2005 STOCK OPTION PLAN

(Effective as of July 26, 2005)

1. Purpose

The purpose of the Plan is to provide a means through which Gecis Global Holdings SICAR (the “Company”) and/or its Affiliates may attract able persons to enter and remain in the employ of the Company and/or its Affiliates and to provide a means whereby employees, managers, directors and consultants of the Company and its Affiliates can acquire and maintain Stock ownership, thereby strengthening their commitment to the welfare of the Company and Affiliates, promoting an identity of interest between stockholders and these employees, managers, directors and consultants and incentivizing these employees, managers, directors and consultants to contribute to the Company’s future success.

2. Definitions

The following definitions shall be applicable throughout the Plan.

(a) “Affiliate” means (i) any entity that directly or indirectly is controlled by, or is under common control with the Company and (ii) any entity in which the Company has a significant equity interest, in either case as determined by the Board. As used in 2(c) below, “affiliate” means, with respect to any specified entity, any other entity that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such specified entity.

(b) “Board” means the Board of Managers of the Company.

(c) “Change in Control” shall, unless in the case of a particular Option the applicable Stock Option Agreement states otherwise or contains a different definition of “Change in Control,” mean the occurrence of any one of the following events: (i) the acquisition by any person or entity (other than General Atlantic Partners (Bermuda) L.P., Oak Hill Capital Partners (Bermuda), L.P. or GE Capital International (Mauritius) or any of their respective affiliates (each, individually an “Investor” and collectively, the “Investors”)), directly or indirectly, of more than 50% of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the Company, including, without limitation, as a result, in whole or part, by reason of a sale or other disposition by General Atlantic Partners (Bermuda) L.P., Oak Hill Capital Partners (Bermuda) L.P. or any of their respective Affiliates of their direct or indirect interest in Gecis Investment Co. (Lux) and/or Gecis Global (Lux)) or any successor entities; or (ii) any merger, consolidation, reorganization, recapitalization, tender or exchange offer or any other transaction with or affecting the Company, Gecis Investment Co. (Lux) and/or Gecis Global (Lux) as a result of which a person or entity other than an Investor owns after such transaction, directly or indirectly, more than 50% of the combined voting power of the then outstanding securities entitled to vote generally in the election of the directors of the Company, or (iii) the sale, lease, exchange, transfer or other disposition to any person or entity, other than an Investor, of all or substantially all, of the assets of the Company and its consolidated subsidiaries.

(d) “Code” means the Internal Revenue Code of 1986, as amended. Reference in the Plan to any section of the Code shall be deemed to include any amendments or successor provisions to such section and any regulations under such section.

(e) “Committee” means the compensation committee of the Board, or if no such committee has yet been established, the Board; provided that on and after the time that the Company becomes subject to the Exchange Act, the composition of the Committee shall satisfy the provisions of Rule16b-3 under the Exchange Act.

(f) “Company” means Gecis Global Holdings SICAR, a Societé à Responsabilité Limitée organized as a Societé d’Investissement en Capital à Risque under the laws of the Grand Duchy of Luxembourg.

(g) “Date of Grant” means the date on which the granting of an Option is authorized, or such other date as may be specified in such authorization or, if there is no such date, the date indicated on the applicable Stock Option Agreement.

(h) “Designated Foreign Subsidiaries” means all Affiliates organized under the laws of any jurisdiction or country other than the United States of America that may be designated by the Board or the Committee from time to time.

(i) “Effective Date” means July 26, 2005.

(j) “Eligible Person” means any (i) individual regularly employed by the Company or an Affiliate; (ii) non-employee manager or director of the Company or an Affiliate, or (iii) consultant or advisor to the Company or an Affiliate.

(k) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(l) “Fair Market Value” on a given date means (i) if the Stock is listed on a national securities exchange, the average of the highest and lowest sale prices of a share of Stock reported as having occurred on the primary exchange with which the Stock is listed and traded on such date, or, if there is no such sale on that date, then on the last preceding date on which such a sale was reported; (ii) if the Stock is not listed on any national securities exchange but is quoted in the Nasdaq National Market (the “Nasdaq”) on a last sale basis, the average between the high bid price and low ask price reported on such date, or, if there is no such sale on that date, then on the last preceding date on which a sale was reported; or (iii) if the Stock is not listed on a national securities exchange nor quoted in the Nasdaq on a last sale basis, the amount determined by the Board to be the fair market value based upon a good faith attempt to value the Stock accurately.

(m) “Incentive Stock Option” means an Option granted by the Board to a Participant under the Plan which is designated by the Board to be an incentive stock option as described in Section 422 of the Code.

(n) “Nonqualified Stock Option” means an Option granted by the Board to a Participant under the Plan which is not designated by the Board as an Incentive Stock Option.

(o) “Option” means, individually or collectively, an Incentive Stock Option or Nonqualified Stock Option granted under Section 7.

(p) “Option Period” means the period described in Section 7(c).

(q) “Option Price” means the exercise price for an Option as described in Section 7(a).

(r) “Participant” means an Eligible Person who has been selected by the Committee pursuant to Section 6.

(s) “Plan” means this Gecis Global Holdings 2005 Stock Option Plan.

(t) “Securities Act” means the Securities Act of 1933, as amended

(u) “Shareholders Agreement” means the Shareholders Agreement dated as of December 30, 2004 by and among the Company, Gecis Global (Lux), certain of the Investors and the other parties thereto, as the same may be amended from time to time.

(v) “Stock” means the common stock of the Company or such other authorized shares of stock of the Company as the Board may from time to time authorize for use under the Plan.

(w) “Stock Option Agreement” means the agreement between the Company and a Participant who has been granted an Option pursuant to Section 7 which defines the rights and obligations of the parties as required in Section 7(d).

3. Effective Date, Duration and Shareholder Approval

(a) The Plan is effective as of the Effective Date. No Option shall be treated as an Incentive Stock Option unless the Plan has been approved by the shareholders of the Company in a manner intended to comply with the shareholder approval requirements of Section 422(b)(i) of the Code; provided that any Option intended to be an Incentive Stock Option shall not fail to be effective solely on account of a failure to obtain such approval, but rather such Option shall be treated as a Nonqualified Stock Option unless and until such approval is obtained.

(b) The expiration date of the Plan, on and after which no Options may be granted hereunder, shall be the tenth anniversary of the Effective Date; provided, however, that each Option outstanding upon such expiration date shall continue in full force and effect in accordance with the provisions of the Stock Option Agreement evidencing such Option and the administration of the Plan shall continue in effect until all matters relating to all such outstanding Options have been settled.

4. Administration

(a) The Committee shall administer the Plan. The majority of the members of the Committee shall constitute a quorum. The acts of a majority of the members present at any

meeting at which a quorum is present, and acts approved in writing by a majority of the Committee shall be deemed the acts of the Committee.

(b) Subject to the provisions of the Plan and applicable law, the Committee shall have the power, in addition to other express powers and authorizations conferred on the Committee by the Plan, to: (i) designate Participants; (ii) determine the type or types of Options to be granted to a Participant; (iii) determine the number of shares to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with Options; (iv) determine the terms and conditions of any Options; (v) determine whether, to what extent, and under what circumstances Options may be settled or exercised in cash, common stock, other securities, other Options, or other property, or canceled (including canceled and regranted), forfeited, or suspended and the method or methods by which Options may be settled, exercised, canceled, forfeited, or suspended; (vi) interpret, administer, reconcile any inconsistency, correct any default and/or supply any omission in the Plan and any instrument or agreement relating to or Option granted under the Plan; (vii) establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (viii) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.

(c) Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Option or any documents evidencing any and all Options shall be within the sole discretion of the Committee, may be made at any time pursuant to the Plan and shall be final, conclusive, and binding upon all parties, including, without limitation, the Company, any Affiliate, any Participant, any holder or beneficiary of any Option, and any shareholder.

(d) No member of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Option hereunder.

5. Grant of Options; Shares Subject to the Plan

The Committee may, from time to time, grant Options to one or more Eligible Persons; provided, however, that:

(a) Subject to Section 9, the aggregate number of shares of Stock in respect of which Options may be granted under the Plan is 67,500 shares;

(b) In the event any Option shall be surrendered, terminate, expire, or be forfeited, the number of shares of Stock no longer subject thereto shall thereupon be released and shall thereafter be available for new grants under the Plan;

(c) Stock delivered by the Company in settlement of Options granted under the Plan may be Stock newly issued by the Company or purchased by private purchase; and

(d) Subject to Section 9, no person may be granted Options under the Plan during any calendar year with respect to more than 50,000 shares of Stock.

6. Eligibility

Participation in the Plan shall be limited to Eligible Persons who have been selected by the Committee to receive an Option under the Plan.

7. Terms of Options

The Committee is authorized to grant one or more Incentive Stock Options or Nonqualified Stock Options to any Eligible Person; provided, however, that no Incentive Stock Options shall be granted to any Eligible Person who is not an employee of the Company or a “parent” or “subsidiary” of the Company, as such terms are used in Section 422(a)(2) of the Code. Each Option so granted shall be subject to the following conditions, or to such other conditions as may be reflected in the applicable Stock Option Agreement. In all events, the provisions in the applicable Stock Option Agreement shall control the terms of the Option issued pursuant thereto. If there shall be a conflict between the provisions of the Plan and such Stock Option Agreement, the provisions of such Stock Option Agreement shall control.

(a) Option Price. The Option Price per share of Stock for each Option shall be set by the Committee at the time of grant but shall not be less than the Fair Market Value of a share of Stock at the Date of Grant (subject to Section 7(e) in the case of an Incentive Stock Option).

(b) Manner of Exercise and Form of Payment. No shares of Stock shall be delivered pursuant to any exercise of an Option until payment in full of the aggregate exercise price therefor is received by the Company. Options which have become exercisable may be exercised by delivery of written notice of exercise to the Committee accompanied by payment of the Option Price. The Option Price shall be payable in cash (by check) or, in the discretion of the Committee and if allowed by applicable law, either (i) by delivery of shares of Stock valued at the Fair Market Value at the time the Option is exercised (including by means of attestation of ownership of a sufficient number of shares of Stock in lieu of actual delivery of such shares to the Company); provided, however, that such shares are not subject to any pledge or other security interest and have or meet such other requirements, if any, as the Committee may determine necessary in order to avoid an accounting earnings charge in respect of the Option, (ii) in other property having a fair market value on the date of exercise equal to the Option Price, (iii) if there shall be a public market for the Stock, by delivering to the Committee a copy of irrevocable instructions to a stockbroker to deliver promptly to the Company the proceeds of the sale of the Stock subject to the Option, sufficient to pay the Option Price or (iv) by such other method as the Committee may allow.

(c) Vesting, Option Period and Expiration. Options shall vest and become exercisable in such manner and on such date or dates determined by the Committee and shall expire after such period, not to exceed ten years (subject to Section 7(e)), as may be determined by the Committee (the “Option Period”); provided, however, that notwithstanding any vesting dates set by the Committee, the Committee may in its sole discretion accelerate the exercisability of any Option, which acceleration shall not affect the terms and conditions of any such Option other than with respect to exercisability. If an Option is exercisable in installments, such installments or portions thereof which become exercisable shall remain exercisable until the

Option expires. Any Option outstanding at the time of the Participant’s termination of employment or service for any reason prior to the expiration of the Option Period shall remain exercisable for such period of time thereafter as shall be determined by the Committee and set forth in the Stock Option Agreement evidencing the Option.

(d) Stock Option Agreement - Other Terms and Conditions. Each Option granted under the Plan shall be evidenced by a Stock Option Agreement, which shall contain such provisions as may be determined by the Committee and, except as may be specifically stated otherwise in such Stock Option Agreement, which shall be subject to the following terms and conditions:

(i) Each Option or portion thereof that is exercisable shall be exercisable for the full amount of shares of Stock or for any portion of whole shares of Stock thereof.

(ii) Each share of Stock purchased through the exercise of an Option shall be paid for in full at the time of the exercise. Each Option shall cease to be exercisable, as to any share of Stock, when the Participant purchases the share or when the Option expires.

(iii) Subject to Sections 8(h) and 13, Options shall not be transferable by the Participant except by will or the laws of descent and distribution and shall be exercisable during the Participant’s lifetime only by him.

(iv) Each Option shall vest and become exercisable by the Participant in accordance with the vesting schedule established by the Board and set forth in the Stock Option Agreement evidencing such Option.

(v) Each Stock Option Agreement may contain a provision that, upon demand by the Committee for such a representation, the Participant shall deliver to the Committee at the time of any exercise of an Option a written representation that the shares to be acquired upon such exercise are to be acquired for investment and not for resale or with a view to the distribution thereof, and any other representations deemed necessary by the Committee to ensure compliance with all applicable corporate or securities laws. Upon such demand, delivery of such representation prior to the delivery of any shares issued upon exercise of an Option shall be a condition precedent to the right of the Participant or such other person to purchase any shares. In the event certificates for Stock are delivered under the Plan with respect to which such investment representation has been obtained, the Committee may cause a legend or legends to be placed on such certificates to make appropriate reference to such representation and to restrict transfer in the absence of compliance with applicable corporate and securities laws.

(vi) Each Stock Option Agreement representing an Incentive Stock Option shall contain a provision requiring the Participant to notify the Company in writing immediately after the Participant makes a disqualifying disposition of any Stock acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition (including any sale) of such Stock before the later of (a) two years after the Date of Grant of the Incentive Stock Option or (b) one year after the date the Participant acquired the Stock by exercising the Incentive Stock Option.

(e) Incentive Stock Option Grants to 10% Stockholders. Notwithstanding anything to the contrary in this Section 7, if an Incentive Stock Option is granted to a Participant who owns stock representing more than ten percent of the voting power of all classes of stock of the Company, the Option Period shall not exceed five years from the Date of Grant of such Option and the Option Price shall be at least 110 percent of the Fair Market Value (on the Date of Grant) of the Stock subject to the Option.

(f) U.S. $100,000 Per Year Limitation for Incentive Stock Options. To the extent the aggregate Fair Market Value (determined as of the Date of Grant) of Stock for which Incentive Stock Options are exercisable for the first time by any Participant during any calendar year (under all plans of the Company) exceeds U.S. $100,000, such excess Incentive Stock Options shall be treated as Nonqualified Stock Options.

8. General

(a) Additional Provisions of an Option. Options granted to a Participant under the Plan also may be subject to such other provisions (whether or not applicable to Options granted to any other Participant) as the Committee determines appropriate. Any such provisions shall be reflected in the applicable Stock Option Agreement.

(b) Privileges of Stock Ownership. Except as otherwise specifically provided in the Plan, no person shall be entitled to the privileges of ownership in respect of or on behalf of shares of Stock which are subject to Options hereunder until such shares have been issued to or, subject to Section 15, on behalf of, that person.

(c) Government and Other Regulations. The obligation of the Company to deliver Stock upon the exercise of an Option shall be subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Option to the contrary, the Company shall be under no obligation to offer to sell or to sell and shall be prohibited from offering to sell or selling any shares of Stock pursuant to an Option unless (A) such shares have been properly registered for sale pursuant to the Securities Act with the U.S. Securities and Exchange Commission or unless the Company has received an opinion of counsel, satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with; and (B) such sale or offer to sell is in compliance with all applicable laws, including the laws of the Grand Duchy of Luxembourg applicable to any entity that is a “SICAR” and/or a “SARL” (as such terms are defined in Section 17 hereof). The Company shall be under no obligation to register for sale under the Securities Act any of the shares of Stock to be offered or sold under the Plan. If the shares of Stock offered for sale or sold under the Plan are offered or sold pursuant to an exemption from registration under the Securities Act, the Company may restrict the transfer of such shares and may legend the Stock certificates representing such shares in such manner as it deems advisable to ensure the availability of any such exemption.

(d) Withholding.

(i) A Participant may be required to pay to the Company or any Affiliate, and the Company or any Affiliate shall have the right and is hereby authorized to withhold from any Shares or other property deliverable under any Option or from any compensation or other amounts owing to a Participant the amount (in cash, Stock or other property) of any income tax, employment tax, social insurance, payroll tax, contributions, payment on account obligations or other payments required to be withheld in respect of an Option and its exercise under the Plan and to take such other action as may be necessary in the opinion of the Company to satisfy all such withholding obligations for the payment of such taxes.

(ii) Without limiting the generality of clause (i) above, if so provided in a Stock Option Agreement, a Participant may satisfy, in whole or in part, the foregoing withholding liability (but no more than the minimum required withholding liability) by delivery of shares of Stock owned by the Participant with a Fair Market Value equal to such withholding liability (provided that such shares are not subject to any pledge or other security interest and meet such other requirements, if any, as the Board may determine necessary in order to avoid an accounting earnings charge), or by having the Company withhold from the number of shares of Stock otherwise issuable pursuant to the exercise of the Option a number of shares with a Fair Market Value equal to such withholding liability.

(e) Claim to Options and Employment Rights. No employee of the Company or an Affiliate, or other person, shall have any claim or right to be granted an Option under the Plan or, having been selected for the grant of an Option, to be selected for a grant of any other Option. Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right to be retained in the employ or service of the Company or an Affiliate.

(f) No Liability of Committee or Board Members. No member of the Committee or the Board shall be personally liable by reason of any contract or other instrument executed by such member or on his behalf in his capacity as a member of the Committee or the Board nor for any mistake of judgment made in good faith, and the Company shall indemnify and hold harmless each member of the Committee and the Board and each other employee, officer or manager of the Company to whom any duty or power relating to the administration or interpretation of the Plan may be allocated or delegated, against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim) arising out of any act or omission to act in connection with the Plan unless arising out of such person’s own fraud or willful bad faith; provided, however, that approval of the Board shall be required for the payment of any amount in settlement of a claim against any such person. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Articles of Incorporation or By-Laws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless; provided, however, that any loss incurred by a member of the Committee or the Board may only be indemnified once.

(g) Governing Law. The Plan shall be governed by and construed in accordance with the internal laws of the State of New York without regard to the principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction which could

cause the application of the laws of any jurisdiction other than the State of New York; provided, that, the Plan shall be subject to the mandatory laws of the Grand Duchy of Luxembourg.

(h) Nontransferability.

(i) Subject to Section 13, each Option shall be exercisable only by the Participant during the Participant’s lifetime, or, if permissible under applicable law, by the Participant’s legal guardian or representative. No Option may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant otherwise than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or an Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

(ii) Notwithstanding the foregoing, the Committee may in a Stock Option Agreement or at any time after the Date of Grant in an amendment to a Stock Option Agreement provide that Options which are not intended to qualify as Incentive Stock Options may be transferred by a Participant without consideration, subject to such rules as the Committee may adopt consistent with any applicable Stock Option Agreement to preserve the purposes of the Plan, to:

(A) any person who is a “family member” of the Participant, as such term is used in the instructions to Form S-8 (collectively, the “Immediate Family Members”);

(B) a trust solely for the benefit of the Participant and his or her Immediate Family Members;

(C) a partnership or limited liability company whose only partners or shareholders are the Participant and his or her Immediate Family Members; or

(D) any other transferee as may be approved either (a) by the Committee in its sole discretion, or (b) as provided in the applicable Stock Option Agreement;

(each transferee described in clauses (A), (B), (C) and (D) above is hereinafter referred to as a “Permitted Transferee”); provided that the Participant gives the Committee advance written notice describing the terms and conditions of the proposed transfer and the Committee notifies the Participant in writing that such a transfer would comply with the requirements of the Plan and any applicable Stock Option Agreement.

(iii) The terms of any Option transferred in accordance with the immediately preceding sentence shall apply to the Permitted Transferee and any reference in the Plan or in a Stock Option Agreement to a Participant shall be deemed to refer to the Permitted Transferee, except that (a) Permitted Transferees shall not be entitled to transfer any Options, other than by will or the laws of descent and distribution; (b) Permitted Transferees shall not be entitled to exercise any transferred Options unless there shall be in effect a registration statement

on an appropriate form covering the shares to be acquired pursuant to the exercise of such Option if the Committee determines, consistent with any applicable Stock Option Agreement, that such a registration statement is necessary or appropriate, (c) the Committee or the Company shall not be required to provide any notice to a Permitted Transferee, whether or not such notice is or would otherwise have been required to be given to the Participant under the Plan or otherwise, and (d) the consequences of termination of the Participant’s employment by, or services to, the Company or an Affiliate under the terms of the Plan and the applicable Stock Option Agreement shall continue to be applied with respect to the Participant, following which the Options shall be exercisable by the Permitted Transferee only to the extent, and for the periods, specified in the Plan and the applicable Stock Option Agreement.

(i) Reliance on Reports. Each member of the Committee and each member of the Board shall be fully justified in relying, acting or failing to act, and shall not be liable for having so relied, acted or failed to act in good faith, upon any report made by the independent public accountant of the Company and Affiliates and upon any other information furnished in connection with the Plan by any person or persons other than himself.

(j) Relationship to Other Benefits. No award or payment under the Plan shall be taken into account in determining any benefits under any pension, retirement, profit sharing, group insurance, severance, termination, indemnification, resignation, redundancy, bonus, long term incentive or other benefit plan of the Company or any Affiliate except as otherwise specifically provided in such other plan.

(k) Expenses. The expenses of administering the Plan shall be borne by the Company and Affiliates.

(l) Pronouns. Masculine pronouns and other words of masculine gender shall refer to both men and women.

(m) Titles and Headings. The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings shall control.

(n) Termination of Employment. For all purposes herein, a person who transfers from employment or service with the Company to employment or service with an Affiliate or vice versa shall not be deemed to have terminated employment or service with the Company or an Affiliate.

(o) Severability. If any provision of the Plan or any Stock Option Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or Option, or would disqualify the Plan or any Option under any law deemed applicable by the Board, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Board, materially altering the intent of the Plan or the Option, such provision shall be stricken as to such jurisdiction, person or Option and the remainder of the Plan and any such Option shall remain in full force and effect.

9. Changes in Capital Structure

Options granted under the Plan and any Stock Option Agreements evidencing such Options and the maximum number of shares of Stock subject to all Options stated in Section 5(a) shall be subject to adjustment or substitution, in such manner as determined by the Board in its sole discretion, as to the number, price or kind of a share of Stock or other consideration subject to such Options or as otherwise determined by the Board to be equitable (i) in the event of changes in the outstanding Stock or in the capital structure of the Company by reason of stock or extraordinary cash dividends, stock splits, reverse stock splits, recapitalization, reorganizations, mergers, consolidations, separations, combinations, exchanges, or other relevant corporate transactions or changes in capitalization occurring after the Date of Grant of any such Award or (ii) in the event of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for, Participants, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Plan. Any adjustment in Incentive Stock Options under this Section 9 shall be made only to the extent not constituting a “modification” within the meaning of Section 424(h)(3) of the Code, and any adjustments under this Section 9 shall be made in a manner which does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. In making any adjustment pursuant to this Section 9, the Board shall take into consideration any tax and/or accounting consequences of an adjustment that results in any Participant receiving an additional benefit under any outstanding Award.

10. Effect of Change in Control

(a) Except to the extent provided in a particular Stock Option Agreement, in the event of a Change in Control, notwithstanding any provision of the Plan or any applicable Stock Option Agreement to the contrary, the Board may in its discretion provide that all Options shall become immediately exercisable with respect to 100 percent of the shares subject to such Option. Such acceleration of exercisability shall occur in a manner and at a time which allows affected Participants the ability to participate in the Change in Control transaction with respect to the Stock subject to their Options.

(b) In addition, in the event of a Change in Control, the Board may in its discretion and upon at least 10 days’ advance notice to the affected persons, cancel any outstanding Options and pay to the holders thereof, in cash or stock, or any combination thereof, the value of such Options based upon the price per share of Stock received or to be received by other stockholders of the Company in the event.

(c) The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and business of the Company. The Company agrees that it will make appropriate provisions for the preservation of Participants’ rights under the Plan in any agreement or plan which it may enter into or adopt to effect any such merger, consolidation, reorganization or transfer of assets (including, where it is intended that Options survive the consummation of the Change in Control, by requiring that outstanding Options be assumed or that substantially equivalent stock options be substituted for such outstanding Options).

11. Options Subject to the Shareholders Agreement

Options granted under the Plan shall be subject to the Shareholders Agreement. The terms and provisions of the Shareholders’ Agreement are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and any term or provision of the Shareholders Agreement, the applicable terms and provisions of the Shareholders Agreement will govern and prevail.

12. Successors

The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and business of the Company. The Company agrees that it will make appropriate provisions for the preservation of Participants’ rights under the Plan in any agreement or plan which it may enter into or adopt to effect any such merger, consolidation, reorganization or transfer of assets.

13. Nonexclusivity of the Plan

Neither the adoption of the Plan by the Board nor the submission of the Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of stock options otherwise than under the Plan, and such arrangements may be either applicable generally or only in specific cases.

14. Amendments and Termination

(a) Amendment and Termination of the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided that no such amendment, alteration, suspension, discontinuation or termination shall be made without shareholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to the Plan; and provided further that any such amendment, alteration, suspension, discontinuance or termination that would impair the rights of any Participant (or any holder or beneficiary) with respect to any Option theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary unless such amendment, alteration, suspension, discontinuance or termination is required by the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg or other applicable law.

(b) Amendment of Stock Option Agreements. Unless the applicable Stock Option Agreement provides otherwise, the Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Option theretofore granted, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would impair the rights of any Participant in respect of any Option theretofore granted shall not to that extent be effective without the consent of the affected Participant unless such waiver, amendment, alteration,

suspension, discontinuance, cancellation or termination is required by the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg or other applicable law.

15. Fiduciary

(a) The Company may establish a fiduciary arrangement (the “Fiduciary Arrangement”) for the exercise of Options granted under the Plan in order to comply with the rules pertaining to a Societé à Responsabilité Limitée organized under the laws of the Grand Duchy of Luxembourg (a “SARL”), and, if applicable, the rules pertaining to a Societé d’Investissement en Capital à Risque organized under the laws of the Grand Duchy of Luxembourg (a “SICAR”). If and to the extent the Company determines to use a Fiduciary Arrangement, any Option to be granted to a Participant shall, at the Company’s sole option, either (i) be issued to the fiduciary of such Fiduciary Arrangement (the “Fiduciary”) for the Participant’s benefit or (ii) issued to the Participant with a requirement that the Option be transferred to the Fiduciary immediately prior to exercise (any such Option, a “Fiduciary Option”). All shares of Stock acquired upon the exercise of Fiduciary Options shall be held by the Fiduciary for the period during which the Company remains a SARL or a SICAR, as applicable, in accordance with the terms of the fiduciary agreement between the Company, the Fiduciary and the applicable Participants governing the Fiduciary Arrangement (the “Fiduciary Agreement”).

(b) In connection with the grant of an Option, each Participant shall be obligated to enter into a Fiduciary Agreement at such times and subject to such terms and conditions as the Company may require.

(c) The Fiduciary’s ability to exercise a Fiduciary Option on behalf of Participant shall be limited to the terms of the Participant’s Stock Option Agreement and otherwise as directed by the Participant. The Fiduciary shall not be obligated to exercise a Fiduciary Option unless and until the Participant has paid the Option Price and has otherwise complied with any other applicable requirements as set forth in the Plan and the Participant’s Stock Option Agreement. Without limiting the generality of the foregoing, the Fiduciary Agreement shall provide that the Fiduciary shall hold Fiduciary Options, if applicable, and shares of Stock acquired on the exercise of Fiduciary Options for the exclusive benefit of Participants and shall discharge its duties with respect to the Fiduciary Arrangement solely in the interest of Participants.

16. Sub Plans

This Plan document is an omnibus document which may include, in addition to the Plan, separate sub-plans (“Sub Plans”) that permit offerings of grants to employees of certain Designated Foreign Subsidiaries. Offerings under the Sub Plans may be made in particular locations outside the United States of America and shall comply with local laws applicable to offerings in such foreign jurisdictions. As of the Effective Date, the only Sub Plan is the Gecis Global Holdings 2005 India Employee Stock Option Plan.

* * *

As adopted by the Board of Managers of

Gecis Global Holdings SICAR as of July 26, 2005.

GECIS GLOBAL HOLDINGS

2005 INDIA EMPLOYEE STOCK OPTION PLAN

(A Sub Plan of the Gecis Global Holdings 2005 Stock Option Plan)

(Effective as of July 26, 2005)

1. Establishment and Purpose of Sub Plan

(a) The purpose of this Gecis Global Holdings 2005 India Employee Stock Option Plan (the “Sub Plan”) is to provide a means through which Gecis Global Holdings SICAR, a Societé à Responsabilité Limitée organized as a Societé d’Investissement en Capital à Risque under the laws of the Grand Duchy of Luxembourg (the “Company”) and its Indian Subsidiaries may attract able persons to enter and remain in the employ of the Indian Subsidiaries and, subject to the terms of the Plan (as defined below) and this Sub Plan, to provide a means whereby employees and directors of the Indian Subsidiaries can acquire and maintain Stock ownership, thereby strengthening their commitment to the welfare of the Company and the Indian Subsidiaries and promoting an identity of interest between stockholders and these employees and directors.

(b) This Sub Plan is established as a sub plan of the Gecis Global Holdings 2005 Stock Option Plan (the “Plan”), as of the Effective Date, subject to the shareholder and Indian Subsidiary approval requirements set forth in Section 7. This Sub Plan is established and shall be maintained in accordance with all terms and conditions of the Plan, except to the extent specifically provided otherwise herein. Capitalized terms used in the Sub Plan and not otherwise defined shall have the same meanings as such terms are given in the Plan.

2. Definitions

(a) “Act” means the Indian Income Tax Act, 1961 as amended, and any applicable regulations or notifications promulgated thereunder.

(b) “Effective Date” means July 26, 2005.

(c) “FEMA” means the Indian Foreign Exchange Management Act, 1999 as amended, and the rules and regulations promulgated thereunder.

(d) “Guidelines” means the Employee Stock Option Guidelines issued by the Ministry of Finance of the Government of India.

(e) “Indian Subsidiary” means, each Subsidiary that is either (i) headquartered in the Republic of India or (ii) employs or retains a person who is “resident” in India, in accordance with the Guidelines, all such Subsidiaries are collectively referred to as the “Indian Subsidiaries”.

(f) “Promoter” means the person or persons who are in over-all control of the Company, who are instrumental in the formation of the Company or program pursuant to which shares of Stock were offered to the public, or the person or persons named in the offer document as promoter(s); provided, however, that a director or officer of the Company or an Indian Subsidiary, if he is acting as such only in his professional capacity will not be deemed to be a promoter. Where a promoter of the Company is a body corporate, the promoters of that body corporate shall also be deemed to be promoters of the Company.

(g) “Promoter Group” means an immediate relative of the Promoter (i.e. spouse of that person, or any parent, brother, sister or child of the person or of the spouse); persons whose shareholding is aggregated for the purpose of disclosing in the offer document “shareholding of the promoter group”.

(h) “Sub Plan Eligible Person” means any employee or director of an Indian Subsidiary who is “resident” in India, in accordance with the provisions of FEMA, other than (i) a Promoter, (ii) a member of the Promoter Group, or (iii) a director who either by himself or through his relative or through any body corporate, directly or indirectly holds more than ten percent (10%) of the issued share capital of the Company.

(i) “Sub Plan Participant” means a Sub Plan Eligible Person who has been selected by the Committee pursuant to subsection 3(b) of the Sub Plan.

(j) “Subsidiary” means, at the time of reference, a “subsidiary” of the Company as that term is then defined under the Indian Companies Act, 1956.

3. Option Grants to Sub Plan Participants

(a) The Committee may, from time to time grant Options to one or more Sub Plan Eligible Persons, subject to the provisos of Section 5 of the Plan.

(b) Participation in the Sub Plan shall be limited to Sub Plan Eligible Persons who have been selected by the Committee to receive an Option under the Sub Plan.

(c) The Committee is authorized to grant one or more Options to any Sub Plan Eligible Person. Each Option so granted shall be subject to the terms and conditions set forth in the Plan, the additional conditions set forth in this Sub Plan, and to any other conditions as may be reflected in the applicable Stock Option Agreement. The minimum number of shares of Stock which may be subject to an Option granted to a Sub Plan Eligible Person is one and the maximum number of shares of Stock which may be subject to such an Option is 50,000.

(d) If there shall be a conflict between the provisions of the Plan and the Sub Plan, the provisions of the Sub Plan shall control. In all events, however, the provisions in the applicable Stock Option Agreement shall control the terms of the Option issued pursuant thereto. If there shall be a conflict between the provisions

of the Plan or the Sub Plan and such Stock Option Agreement, the provisions of such Stock Option Agreement shall control.

4. Nontransferability

5. Qualification of Plan

It is intended that each Option to be issued to a Sub Plan Participant under this Sub Plan will qualify for beneficial tax treatment under the Act.

6. Applicable Law; Severability

(a) This Sub Plan shall be governed by and construed in accordance with the internal laws of the State of New York without regard to the principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction which could cause the application of the laws of any jurisdiction other than the State of New York.. If any provision of this Sub Plan are held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of the Sub Plan will continue to be fully effective.

(b) The Board shall exercise the powers granted to it under Section 14(a) of the Plan with respect to this Sub Plan only to the extent that such exercise would not be prohibited by Section 2 of the Guidelines.

7. Adoption by Shareholders, Indian Subsidiary

(a) No Option granted under the Sub Plan will be exercisable until (i) a majority of the shareholders of the Company approve the Plan and (ii) the Board of Directors of each Indian Subsidiary accepts and adopts the Plan and the Sub Plan, whereupon all grants made under the Sub Plan shall be deemed to have been made at the behest and on behalf of such Indian Subsidiary and such Indian Subsidiary, in so far as the terms and conditions of the Plan apply to it, shall be bound by the terms and conditions thereof.

(b) The Sub Plan and any Options granted under it will terminate, if the approvals described in the foregoing subparagraph (a) are not received for the Plan and the Sub Plan within twelve months following the Effective Date.

* * *

As adopted by the Board of Directors of

GE Capital International Services (India)

as of July , 2005

Exhibit 10.11

GENPACT GLOBAL HOLDINGS 2006 STOCK OPTION PLAN

(Effective as of February 27, 2006)

1. Purpose

The purpose of the Plan is to provide a means through which Genpact Global Holdings SICAR s.a.r.l.(the “Company”) and/or its Affiliates may attract able persons to enter and remain in the employ of the Company and/or its Affiliates and to provide a means whereby employees, managers, directors and consultants of the Company and its Affiliates can acquire and maintain Stock ownership, thereby strengthening their commitment to the welfare of the Company and Affiliates, promoting an identity of interest between stockholders and these employees, managers, directors and consultants and incentivizing these employees, managers, directors and consultants to contribute to the Company’s future success.

2. Definitions

The following definitions shall be applicable throughout the Plan.

(a) “Affiliate” means (i) any entity that directly or indirectly is controlled by, or is under common control with the Company and (ii) any entity in which the Company has a significant equity interest, in either case as determined by the Board. As used in 2(c) below, “affiliate” means, with respect to any specified entity, any other entity that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such specified entity.

(b) “Board” means the Board of Managers of the Company.

(c) “Change in Control” shall, unless in the case of a particular Option the applicable Stock Option Agreement states otherwise or contains a different definition of “Change in Control,” mean the occurrence of any one of the following events: (i) the acquisition by any person or entity (other than General Atlantic Partners (Bermuda) L.P., Oak Hill Capital Partners (Bermuda), L.P. or GE Capital International (Mauritius) or any of their respective affiliates (each, individually an “Investor” and collectively, the “Investors”)), directly or indirectly, of more than 50% of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the Company, including, without limitation, as a result, in whole or part, by reason of a sale or other disposition by General Atlantic Partners (Bermuda) L.P., Oak Hill Capital Partners (Bermuda) L.P. or any of their respective Affiliates of their direct or indirect interest in Genpact Investment Co. (Lux) and/or Genpact Global (Lux)) or any successor entities; or (ii) any merger, consolidation, reorganization, recapitalization, tender or exchange offer or any other transaction with or affecting the Company, Genpact Investment Co. (Lux) and/or Genpact Global (Lux) as a result of which a person or entity other than an Investor owns after such transaction, directly or indirectly, more than 50% of the combined voting power of the then outstanding securities entitled to vote generally in the election of the directors of the Company, or (iii) the sale, lease, exchange, transfer or other disposition to any person or entity, other than an Investor, of all or substantially all, of the assets of the Company and its consolidated subsidiaries.

(d) “Code” means the Internal Revenue Code of 1986, as amended. Reference in the Plan to any section of the Code shall be deemed to include any amendments or successor provisions to such section and any regulations under such section.

(e) “Committee” means the compensation committee of the Board, or if no such committee has yet been established, the Board; provided that on and after the time that the Company becomes subject to the Exchange Act, the composition of the Committee shall satisfy the provisions of Rule16b-3 under the Exchange Act.

(f) “Company” means Genpact Global Holdings SICAR s.a.r.l., a Societé à Responsabilité Limitée organized as a Societé d’Investissement en Capital à Risque under the laws of the Grand Duchy of Luxembourg.

(g) “Date of Grant” means the date on which the granting of an Option is authorized, or such other date as may be specified in such authorization or, if there is no such date, the date indicated on the applicable Stock Option Agreement.

(h) “Designated Foreign Subsidiaries” means all Affiliates organized under the laws of any jurisdiction or country other than the United States of America that may be designated by the Board or the Committee from time to time.

(i) “Effective Date” means February 27, 2006.

(j) “Eligible Person” means any (i) individual regularly employed by the Company or an Affiliate; (ii) non-employee manager or director of the Company or an Affiliate, or (iii) consultant or advisor to the Company or an Affiliate.

(k) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(l) “Fair Market Value” on a given date means (i) if the Stock is listed on a national securities exchange, the average of the highest and lowest sale prices of a share of Stock reported as having occurred on the primary exchange with which the Stock is listed and traded on such date, or, if there is no such sale on that date, then on the last preceding date on which such a sale was reported; (ii) if the Stock is not listed on any national securities exchange but is quoted in the Nasdaq National Market (the “Nasdaq”) on a last sale basis, the average between the high bid price and low ask price reported on such date, or, if there is no such sale on that date, then on the last preceding date on which a sale was reported; or (iii) if the Stock is not listed on a national securities exchange nor quoted in the Nasdaq on a last sale basis, the amount determined by the Board to be the fair market value based upon a good faith attempt to value the Stock accurately.

(m) “Incentive Stock Option” means an Option granted by the Board to a Participant under the Plan which is designated by the Board to be an incentive stock option as described in Section 422 of the Code.

(n) “Nonqualified Stock Option” means an Option granted by the Board to a Participant under the Plan which is not designated by the Board as an Incentive Stock Option.

(o) “Option” means, individually or collectively, an Incentive Stock Option or Nonqualified Stock Option granted under Section 7.

(p) “Option Period” means the period described in Section 7(c).

(q) “Option Price” means the exercise price for an Option as described in Section 7(a).

(r) “Participant” means an Eligible Person who has been selected by the Committee pursuant to Section 6.

(s) “Plan” means this Genpact Global Holdings 2006 Stock Option Plan.

(t) “Securities Act” means the Securities Act of 1933, as amended

(u) “Shareholders Agreement” means the Shareholders Agreement dated as of December 30, 2004 by and among the Company, Genpact Global (Lux), certain of the Investors and the other parties thereto, as the same may be amended from time to time.

(v) “Stock” means the common stock of the Company or such other authorized shares of stock of the Company as the Board may from time to time authorize for use under the Plan.

(w) “Stock Option Agreement” means the agreement between the Company and a Participant who has been granted an Option pursuant to Section 7 which defines the rights and obligations of the parties as required in Section 7(d).

3. Effective Date, Duration and Shareholder Approval

(a) The Plan is effective as of the Effective Date. No Option shall be treated as an Incentive Stock Option unless the Plan has been approved by the shareholders of the Company in a manner intended to comply with the shareholder approval requirements of Section 422(b)(i) of the Code; provided that any Option intended to be an Incentive Stock Option shall not fail to be effective solely on account of a failure to obtain such approval, but rather such Option shall be treated as a Nonqualified Stock Option unless and until such approval is obtained.

(b) The expiration date of the Plan, on and after which no Options may be granted hereunder, shall be the tenth anniversary of the Effective Date; provided, however, that each Option outstanding upon such expiration date shall continue in full force and effect in accordance with the provisions of the Stock Option Agreement evidencing such Option and the administration of the Plan shall continue in effect until all matters relating to all such outstanding Options have been settled.

4. Administration

(a) The Committee shall administer the Plan. The majority of the members of the Committee shall constitute a quorum. The acts of a majority of the members present at any

meeting at which a quorum is present, and acts approved in writing by a majority of the Committee shall be deemed the acts of the Committee.

(b) Subject to the provisions of the Plan and applicable law, the Committee shall have the power, in addition to other express powers and authorizations conferred on the Committee by the Plan, to: (i) designate Participants; (ii) determine the type or types of Options to be granted to a Participant; (iii) determine the number of shares to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with Options; (iv) determine the terms and conditions of any Options; (v) determine whether, to what extent, and under what circumstances Options may be settled or exercised in cash, common stock, other securities, other Options, or other property, or canceled (including canceled and regranted), forfeited, or suspended and the method or methods by which Options may be settled, exercised, canceled, forfeited, or suspended; (vi) interpret, administer, reconcile any inconsistency, correct any default and/or supply any omission in the Plan and any instrument or agreement relating to or Option granted under the Plan; (vii) establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (viii) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.

(c) Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Option or any documents evidencing any and all Options shall be within the sole discretion of the Committee, may be made at any time pursuant to the Plan and shall be final, conclusive, and binding upon all parties, including, without limitation, the Company, any Affiliate, any Participant, any holder or beneficiary of any Option, and any shareholder.

(d) No member of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Option hereunder.

5. Grant of Options; Shares Subject to the Plan

The Committee may, from time to time, grant Options to one or more Eligible Persons; provided, however, that:

(a) Subject to Section 9, the aggregate number of shares of Stock in respect of which Options may be granted under the Plan is 27,321 shares;

(b) In the event any Option shall be surrendered, terminate, expire, or be forfeited, the number of shares of Stock no longer subject thereto shall thereupon be released and shall thereafter be available for new grants under the Plan;

(c) Stock delivered by the Company in settlement of Options granted under the Plan may be Stock newly issued by the Company or purchased by private purchase; and

(d) Subject to Section 9, no person may be granted Options under the Plan during any calendar year with respect to more than 20,000 shares of Stock.

6. Eligibility

Participation in the Plan shall be limited to Eligible Persons who have been selected by the Committee to receive an Option under the Plan.

7. Terms of Options

(a) Option Price. The Option Price per share of Stock for each Option shall be set by the Committee at the time of grant but shall not be less than the Fair Market Value of a share of Stock at the Date of Grant (subject to Section 7(e) in the case of an Incentive Stock Option).

(b) Manner of Exercise and Form of Payment. No shares of Stock shall be delivered pursuant to any exercise of an Option until payment in full of the aggregate exercise price therefor is received by the Company. Options which have become exercisable may be exercised by delivery of written notice of exercise to the Committee accompanied by payment of the Option Price. The Option Price shall be payable in cash (by check) or, in the discretion of the Committee and if allowed by applicable law, either (i) by delivery of shares of Stock valued at the Fair Market Value at the time the Option is exercised (including by means of attestation of ownership of a sufficient number of shares of Stock in lieu of actual delivery of such shares to the Company); provided, however, that such shares are not subject to any pledge or other security interest and have or meet such other requirements, if any, as the Committee may determine necessary in order to avoid an accounting earnings charge in respect of the Option, (ii) in other property having a fair market value on the date of exercise equal to the Option Price, (iii) if there shall be a public market for the Stock, by delivering to the Committee a copy of irrevocable instructions to a stockbroker to deliver promptly to the Company the proceeds of the sale of the Stock subject to the Option, sufficient to pay the Option Price or (iv) by such other method as the Committee may allow.

(c) Vesting, Option Period and Expiration. Options shall vest and become exercisable in such manner and on such date or dates determined by the Committee and shall expire after such period, not to exceed ten years (subject to Section 7(e)), as may be determined by the Committee (the “Option Period”); provided, however, that notwithstanding any vesting dates set by the Committee, the Committee may in its sole discretion accelerate the exercisability of any Option, which acceleration shall not affect the terms and conditions of any such Option other than with respect to exercisability. If an Option is exercisable in installments, such installments or portions thereof which become exercisable shall remain exercisable until the

Option expires. Any Option outstanding at the time of the Participant’s termination of employment or service for any reason prior to the expiration of the Option Period shall remain exercisable for such period of time thereafter as shall be determined by the Committee and set forth in the Stock Option Agreement evidencing the Option.

(d) Stock Option Agreement - Other Terms and Conditions. Each Option granted under the Plan shall be evidenced by a Stock Option Agreement, which shall contain such provisions as may be determined by the Committee and, except as may be specifically stated otherwise in such Stock Option Agreement, which shall be subject to the following terms and conditions:

(i) Each Option or portion thereof that is exercisable shall be exercisable for the full amount of shares of Stock or for any portion of whole shares of Stock thereof.

(ii) Each share of Stock purchased through the exercise of an Option shall be paid for in full at the time of the exercise. Each Option shall cease to be exercisable, as to any share of Stock, when the Participant purchases the share or when the Option expires.

(iii) Subject to Sections 8(h) and 13, Options shall not be transferable by the Participant except by will or the laws of descent and distribution and shall be exercisable during the Participant’s lifetime only by him.

(iv) Each Option shall vest and become exercisable by the Participant in accordance with the vesting schedule established by the Board and set forth in the Stock Option Agreement evidencing such Option.

(v) Each Stock Option Agreement may contain a provision that, upon demand by the Committee for such a representation, the Participant shall deliver to the Committee at the time of any exercise of an Option a written representation that the shares to be acquired upon such exercise are to be acquired for investment and not for resale or with a view to the distribution thereof, and any other representations deemed necessary by the Committee to ensure compliance with all applicable corporate or securities laws. Upon such demand, delivery of such representation prior to the delivery of any shares issued upon exercise of an Option shall be a condition precedent to the right of the Participant or such other person to purchase any shares. In the event certificates for Stock are delivered under the Plan with respect to which such investment representation has been obtained, the Committee may cause a legend or legends to be placed on such certificates to make appropriate reference to such representation and to restrict transfer in the absence of compliance with applicable corporate and securities laws.

(vi) Each Stock Option Agreement representing an Incentive Stock Option shall contain a provision requiring the Participant to notify the Company in writing immediately after the Participant makes a disqualifying disposition of any Stock acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition (including any sale) of such Stock before the later of (a) two years after the Date of Grant of the Incentive Stock Option or (b) one year after the date the Participant acquired the Stock by exercising the Incentive Stock Option.

(e) Incentive Stock Option Grants to 10% Stockholders. Notwithstanding anything to the contrary in this Section 7, if an Incentive Stock Option is granted to a Participant who owns stock representing more than ten percent of the voting power of all classes of stock of the Company, the Option Period shall not exceed five years from the Date of Grant of such Option and the Option Price shall be at least 110 percent of the Fair Market Value (on the Date of Grant) of the Stock subject to the Option.

(f) U.S. $100,000 Per Year Limitation for Incentive Stock Options. To the extent the aggregate Fair Market Value (determined as of the Date of Grant) of Stock for which Incentive Stock Options are exercisable for the first time by any Participant during any calendar year (under all plans of the Company) exceeds U.S. $100,000, such excess Incentive Stock Options shall be treated as Nonqualified Stock Options.

8. General

(a) Additional Provisions of an Option. Options granted to a Participant under the Plan also may be subject to such other provisions (whether or not applicable to Options granted to any other Participant) as the Committee determines appropriate. Any such provisions shall be reflected in the applicable Stock Option Agreement.

(b) Privileges of Stock Ownership. Except as otherwise specifically provided in the Plan, no person shall be entitled to the privileges of ownership in respect of or on behalf of shares of Stock which are subject to Options hereunder until such shares have been issued to or, subject to Section 15, on behalf of, that person.

(c) Government and Other Regulations. The obligation of the Company to deliver Stock upon the exercise of an Option shall be subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Option to the contrary, the Company shall be under no obligation to offer to sell or to sell and shall be prohibited from offering to sell or selling any shares of Stock pursuant to an Option unless (A) such shares have been properly registered for sale pursuant to the Securities Act with the U.S. Securities and Exchange Commission or unless the Company has received an opinion of counsel, satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with; and (B) such sale or offer to sell is in compliance with all applicable laws, including the laws of the Grand Duchy of Luxembourg applicable to any entity that is a “SICAR” and/or a “SARL” (as such terms are defined in Section 17 hereof). The Company shall be under no obligation to register for sale under the Securities Act any of the shares of Stock to be offered or sold under the Plan. If the shares of Stock offered for sale or sold under the Plan are offered or sold pursuant to an exemption from registration under the Securities Act, the Company may restrict the transfer of such shares and may legend the Stock certificates representing such shares in such manner as it deems advisable to ensure the availability of any such exemption.

(d) Withholding.

(i) A Participant may be required to pay to the Company or any Affiliate, and the Company or any Affiliate shall have the right and is hereby authorized to withhold from any Shares or other property deliverable under any Option or from any compensation or other amounts owing to a Participant the amount (in cash, Stock or other property) of any income tax, employment tax, social insurance, payroll tax, contributions, payment on account obligations or other payments required to be withheld in respect of an Option and its exercise under the Plan and to take such other action as may be necessary in the opinion of the Company to satisfy all such withholding obligations for the payment of such taxes.

(ii) Without limiting the generality of clause (i) above, if so provided in a Stock Option Agreement, a Participant may satisfy, in whole or in part, the foregoing withholding liability (but no more than the minimum required withholding liability) by delivery of shares of Stock owned by the Participant with a Fair Market Value equal to such withholding liability (provided that such shares are not subject to any pledge or other security interest and meet such other requirements, if any, as the Board may determine necessary in order to avoid an accounting earnings charge), or by having the Company withhold from the number of shares of Stock otherwise issuable pursuant to the exercise of the Option a number of shares with a Fair Market Value equal to such withholding liability.

(e) Claim to Options and Employment Rights. No employee of the Company or an Affiliate, or other person, shall have any claim or right to be granted an Option under the Plan or, having been selected for the grant of an Option, to be selected for a grant of any other Option. Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right to be retained in the employ or service of the Company or an Affiliate.

(f) No Liability of Committee or Board Members. No member of the Committee or the Board shall be personally liable by reason of any contract or other instrument executed by such member or on his behalf in his capacity as a member of the Committee or the Board nor for any mistake of judgment made in good faith, and the Company shall indemnify and hold harmless each member of the Committee and the Board and each other employee, officer or manager of the Company to whom any duty or power relating to the administration or interpretation of the Plan may be allocated or delegated, against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim) arising out of any act or omission to act in connection with the Plan unless arising out of such person’s own fraud or willful bad faith; provided, however, that approval of the Board shall be required for the payment of any amount in settlement of a claim against any such person. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Articles of Incorporation or By-Laws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless; provided, however, that any loss incurred by a member of the Committee or the Board may only be indemnified once.

(g) Governing Law. The Plan shall be governed by and construed in accordance with the internal laws of the State of New York without regard to the principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction which could

cause the application of the laws of any jurisdiction other than the State of New York; provided, that, the Plan shall be subject to the mandatory laws of the Grand Duchy of Luxembourg.

(h) Nontransferability.

(i) Subject to Section 13, each Option shall be exercisable only by the Participant during the Participant’s lifetime, or, if permissible under applicable law, by the Participant’s legal guardian or representative. No Option may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant otherwise than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or an Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

(ii) Notwithstanding the foregoing, the Committee may in a Stock Option Agreement or at any time after the Date of Grant in an amendment to a Stock Option Agreement provide that Options which are not intended to qualify as Incentive Stock Options may be transferred by a Participant without consideration, subject to such rules as the Committee may adopt consistent with any applicable Stock Option Agreement to preserve the purposes of the Plan, to:

(A) any person who is a “family member” of the Participant, as such term is used in the instructions to Form S-8 (collectively, the “Immediate Family Members”);

(B) a trust solely for the benefit of the Participant and his or her Immediate Family Members;

(C) a partnership or limited liability company whose only partners or shareholders are the Participant and his or her Immediate Family Members; or

(D) any other transferee as may be approved either (a) by the Committee in its sole discretion, or (b) as provided in the applicable Stock Option Agreement;

(iii) The terms of any Option transferred in accordance with the immediately preceding sentence shall apply to the Permitted Transferee and any reference in the Plan or in a Stock Option Agreement to a Participant shall be deemed to refer to the Permitted Transferee, except that (a) Permitted Transferees shall not be entitled to transfer any Options, other than by will or the laws of descent and distribution; (b) Permitted Transferees shall not be entitled to exercise any transferred Options unless there shall be in effect a registration statement

on an appropriate form covering the shares to be acquired pursuant to the exercise of such Option if the Committee determines, consistent with any applicable Stock Option Agreement, that such a registration statement is necessary or appropriate, (c) the Committee or the Company shall not be required to provide any notice to a Permitted Transferee, whether or not such notice is or would otherwise have been required to be given to the Participant under the Plan or otherwise, and (d) the consequences of termination of the Participant’s employment by, or services to, the Company or an Affiliate under the terms of the Plan and the applicable Stock Option Agreement shall continue to be applied with respect to the Participant, following which the Options shall be exercisable by the Permitted Transferee only to the extent, and for the periods, specified in the Plan and the applicable Stock Option Agreement.

(i) Reliance on Reports. Each member of the Committee and each member of the Board shall be fully justified in relying, acting or failing to act, and shall not be liable for having so relied, acted or failed to act in good faith, upon any report made by the independent public accountant of the Company and Affiliates and upon any other information furnished in connection with the Plan by any person or persons other than himself.

(j) Relationship to Other Benefits. No award or payment under the Plan shall be taken into account in determining any benefits under any pension, retirement, profit sharing, group insurance, severance, termination, indemnification, resignation, redundancy, bonus, long term incentive or other benefit plan of the Company or any Affiliate except as otherwise specifically provided in such other plan.

(k) Expenses. The expenses of administering the Plan shall be borne by the Company and Affiliates.

(l) Pronouns. Masculine pronouns and other words of masculine gender shall refer to both men and women.

(m) Titles and Headings. The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings shall control.

(n) Termination of Employment. For all purposes herein, a person who transfers from employment or service with the Company to employment or service with an Affiliate or vice versa shall not be deemed to have terminated employment or service with the Company or an Affiliate.

(o) Severability. If any provision of the Plan or any Stock Option Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or Option, or would disqualify the Plan or any Option under any law deemed applicable by the Board, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Board, materially altering the intent of the Plan or the Option, such provision shall be stricken as to such jurisdiction, person or Option and the remainder of the Plan and any such Option shall remain in full force and effect.

9. Changes in Capital Structure

10. Effect of Change in Control

(a) Except to the extent provided in a particular Stock Option Agreement, in the event of a Change in Control, notwithstanding any provision of the Plan or any applicable Stock Option Agreement to the contrary, the Board may in its discretion provide that all Options shall become immediately exercisable with respect to 100 percent of the shares subject to such Option. Such acceleration of exercisability shall occur in a manner and at a time which allows affected Participants the ability to participate in the Change in Control transaction with respect to the Stock subject to their Options.

(b) In addition, in the event of a Change in Control, the Board may in its discretion and upon at least 10 days’ advance notice to the affected persons, cancel any outstanding Options and pay to the holders thereof, in cash or stock, or any combination thereof, the value of such Options based upon the price per share of Stock received or to be received by other stockholders of the Company in the event.

(c) The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and business of the Company. The Company agrees that it will make appropriate provisions for the preservation of Participants’ rights under the Plan in any agreement or plan which it may enter into or adopt to effect any such merger, consolidation, reorganization or transfer of assets (including, where it is intended that Options survive the consummation of the Change in Control, by requiring that outstanding Options be assumed or that substantially equivalent stock options be substituted for such outstanding Options).

11. Options Subject to the Shareholders Agreement

12. Successors

13. Nonexclusivity of the Plan

14. Amendments and Termination

(a) Amendment and Termination of the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided that no such amendment, alteration, suspension, discontinuation or termination shall be made without shareholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to the Plan; and provided further that any such amendment, alteration, suspension, discontinuance or termination that would impair the rights of any Participant (or any holder or beneficiary) with respect to any Option theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary unless such amendment, alteration, suspension, discontinuance or termination is required by the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg or other applicable law.

(b) Amendment of Stock Option Agreements. Unless the applicable Stock Option Agreement provides otherwise, the Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Option theretofore granted, prospectively or retroactively; provided that any such waiver, amendment, alteration,

suspension, discontinuance, cancellation or termination that would impair the rights of any Participant in respect of any Option theretofore granted shall not to that extent be effective without the consent of the affected Participant unless such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination is required by the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg or other applicable law.

15. Fiduciary

(a) The Company may establish a fiduciary arrangement (the “Fiduciary Arrangement”) for the exercise of Options granted under the Plan in order to comply with the rules pertaining to a Societé à Responsabilité Limitée organized under the laws of the Grand Duchy of Luxembourg (a “SARL”), and, if applicable, the rules pertaining to a Societé d’Investissement en Capital à Risque organized under the laws of the Grand Duchy of Luxembourg (a “SICAR”). If and to the extent the Company determines to use a Fiduciary Arrangement, any Option to be granted to a Participant shall, at the Company’s sole option, either (i) be issued to the fiduciary of such Fiduciary Arrangement (the “Fiduciary”) for the Participant’s benefit or (ii) issued to the Participant with a requirement that the Option be transferred to the Fiduciary immediately prior to exercise (any such Option, a “Fiduciary Option”). All shares of Stock acquired upon the exercise of Fiduciary Options shall be held by the Fiduciary for the period during which the Company remains a SARL or a SICAR, as applicable, in accordance with the terms of the fiduciary agreement between the Company, the Fiduciary and the applicable Participants governing the Fiduciary Arrangement (the “Fiduciary Agreement”).

(b) In connection with the grant of an Option, each Participant shall be obligated to enter into a Fiduciary Agreement at such times and subject to such terms and conditions as the Company may require.

(c) The Fiduciary’s ability to exercise a Fiduciary Option on behalf of Participant shall be limited to the terms of the Participant’s Stock Option Agreement and otherwise as directed by the Participant. The Fiduciary shall not be obligated to exercise a Fiduciary Option unless and until the Participant has paid the Option Price and has otherwise complied with any other applicable requirements as set forth in the Plan and the Participant’s Stock Option Agreement. Without limiting the generality of the foregoing, the Fiduciary Agreement shall provide that the Fiduciary shall hold Fiduciary Options, if applicable, and shares of Stock acquired on the exercise of Fiduciary Options for the exclusive benefit of Participants and shall discharge its duties with respect to the Fiduciary Arrangement solely in the interest of Participants.

16. Sub Plans

This Plan document is an omnibus document which may include, in addition to the Plan, separate sub-plans (“Sub Plans”) that permit offerings of grants to employees of certain Designated Foreign Subsidiaries. Offerings under the Sub Plans may be made in particular locations outside the United States of America and shall comply with local laws applicable to offerings in such foreign jurisdictions. As of the Effective Date, the only Sub Plan is the Genpact Global Holdings 2006 India Employee Stock Option Plan.

* * *

As adopted by the Board of Managers of

Genpact Global Holdings SICAR s.a.r.l. as of February 27, 2006.

GENPACT GLOBAL HOLDINGS

2006 INDIA EMPLOYEE STOCK OPTION PLAN

(A Sub Plan of the Genpact Global Holdings 2006 Stock Option Plan)

(Effective as of February 27, 2006)

1. Establishment and Purpose of Sub Plan

(a) The purpose of this Genpact Global Holdings 2006 India Employee Stock Option Plan (the “Sub Plan”) is to provide a means through which Genpact Global Holdings SICAR s.a.r.l., a Societé à Responsabilité Limitée organized as a Societé d’Investissement en Capital à Risque under the laws of the Grand Duchy of Luxembourg (the “Company”) and its Indian Subsidiaries may attract able persons to enter and remain in the employ of the Company, its Affiliates and the Indian Subsidiaries and, subject to the terms of the Plan (as defined below) and this Sub Plan, to provide a means whereby employees and directors of the Company, its Affiliates and the Indian Subsidiaries can acquire and maintain Stock ownership, thereby strengthening their commitment to the welfare of the Company and the Indian Subsidiaries and promoting an identity of interest between stockholders and these employees and directors.

(b) This Sub Plan is established as a sub plan of the Genpact Global Holdings 2006 Stock Option Plan (the “Plan”), as of the Effective Date, subject to the shareholder and Indian Subsidiary approval requirements set forth in Section 7. This Sub Plan is established and shall be maintained in accordance with all terms and conditions of the Plan, except to the extent specifically provided otherwise herein. Capitalized terms used in the Sub Plan and not otherwise defined shall have the same meanings as such terms are given in the Plan.

2. Definitions

(a) “Act” means the Indian Income Tax Act, 1961 as amended, and any applicable regulations or notifications promulgated thereunder.

(b) “Effective Date” means February 27, 2006.

(c) “FEMA” means the Indian Foreign Exchange Management Act, 1999 as amended, and the rules and regulations promulgated thereunder.

(d) “Guidelines” means the Employee Stock Option Guidelines issued by the Ministry of Finance of the Government of India.

(e) “Indian Subsidiary” means, each Subsidiary that is either (i) headquartered in the Republic of India or (ii) employs or retains a person who is “resident” in India, in accordance with the Guidelines, all such Subsidiaries are collectively referred to as the “Indian Subsidiaries”.

(f) “Promoter” means the person or persons who are in over-all control of the Company, who are instrumental in the formation of the Company or program pursuant to which shares of Stock were offered to the public, or the person or persons named in the offer document as promoter(s); provided, however, that a director or officer of the Company or an Indian Subsidiary, if he is acting as such only in his professional capacity will not be deemed to be a promoter. Where a promoter of the Company is a body corporate, the promoters of that body corporate shall also be deemed to be promoters of the Company.

(g) “Promoter Group” means an immediate relative of the Promoter (i.e. spouse of that person, or any parent, brother, sister or child of the person or of the spouse); persons whose shareholding is aggregated for the purpose of disclosing in the offer document “shareholding of the promoter group”.

(h) “Sub Plan Eligible Person” means any employee or director of the Company, its Affiliates or an Indian Subsidiary, in India other than (i) a Promoter, (ii) a member of the Promoter Group, or (iii) a director who either by himself or through his relative or through any body corporate, directly or indirectly holds more than ten percent (10%) of the issued share capital of the Company.

(i) “Sub Plan Participant” means a Sub Plan Eligible Person who has been selected by the Committee pursuant to subsection 3(b) of the Sub Plan.

(j) “Subsidiary” means, at the time of reference, a “subsidiary” of the Company as that term is then defined under the Indian Companies Act, 1956.

3. Option Grants to Sub Plan Participants

(a) The Committee may, from time to time grant Options to one or more Sub Plan Eligible Persons, subject to the provisos of Section 5 of the Plan.

(b) Participation in the Sub Plan shall be limited to Sub Plan Eligible Persons who have been selected by the Committee to receive an Option under the Sub Plan.

(c) The Committee is authorized to grant one or more Options to any Sub Plan Eligible Person. The Committee shall, based on the performance, potential for future contribution to Company and the Indian Subsidiaries, integrity, number of employment years and any other factor(s) as deemed fit by it, form the basis for determining the quantum of Options to be granted under the Sub Plan. Each Option so granted shall be subject to the terms and conditions set forth in the Plan, the additional conditions set forth in this Sub Plan, and to any other conditions as may be reflected in the applicable Stock Option Agreement. The minimum number of shares of Stock which may be subject to an Option granted to a Sub Plan Eligible Person is one and the maximum number of shares of Stock which may be subject to such an Option is 50,000.

(d) If there shall be a conflict between the provisions of the Plan and the Sub Plan, the provisions of the Sub Plan shall control. In all events,

however, the provisions in the applicable Stock Option Agreement shall control the terms of the Option issued pursuant thereto. If there shall be a conflict between the provisions of the Plan or the Sub Plan and such Stock Option Agreement, the provisions of such Stock Option Agreement shall control.

4. Nontransferability

5. Qualification of Plan

It is intended that each Option to be issued to a Sub Plan Participant under this Sub Plan will qualify for beneficial tax treatment under the Act.

6. Applicable Law; Severability

(a) This Sub Plan shall be governed by and construed in accordance with the internal laws of the State of New York without regard to the principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction which could cause the application of the laws of any jurisdiction other than the State of New York.. If any provision of this Sub Plan are held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of the Sub Plan will continue to be fully effective.

(b) The Board shall exercise the powers granted to it under Section 14(a) of the Plan with respect to this Sub Plan only to the extent that such exercise would not be prohibited by Section 2 of the Guidelines.

7. Adoption by Shareholders, Indian Subsidiary

(a) No Option granted under the Sub Plan will be exercisable until (i) a majority of the shareholders of the Company approve the Plan and (ii) the Board of Directors of each Indian Subsidiary accepts and adopts the Plan and the Sub Plan, whereupon all grants made under the Sub Plan shall be deemed to have been made at the behest and on behalf of such Indian Subsidiary and such Indian Subsidiary, in so far as the terms and conditions of the Plan apply to it, shall be bound by the terms and conditions thereof.

(b) The Sub Plan and any Options granted under it will terminate, if the approvals described in the foregoing subparagraph (a) are not received for the Plan and the Sub Plan within twelve months following the Effective Date.

* * *

As adopted by the Board of Directors of

GE Capital International Services (India)

as of March 17, 2006

Exhibit 10.12

GENPACT GLOBAL HOLDINGS 2007 STOCK OPTION PLAN

(Effective as of March 16, 2007, as amended as of April 20, 2007)

1. Purpose

2. Definitions

The following definitions shall be applicable throughout the Plan.

(a) “Affiliate” means (i) any entity that directly or indirectly is controlled by, or is under common control with the Company and (ii) any entity in which the Company has a significant equity interest, in either case as determined by the Board. As used in 2(c) below, “affiliate” means, with respect to any specified entity, any other entity that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such specified entity.

(b) “Board” means the Board of Managers of the Company.

(c) “Change in Control” shall, unless in the case of a particular Option the applicable Stock Option Agreement states otherwise or contains a different definition of “Change in Control,” mean the occurrence of any one of the following events: (i) the acquisition by any person or entity (other than General Atlantic Partners (Bermuda) L.P., Oak Hill Capital Partners (Bermuda), L.P. or GE Capital International (Mauritius) or any of their respective affiliates (each, individually an “Investor” and collectively, the “Investors”)), directly or indirectly, of more than 50% of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the Company, including, without limitation, as a result, in whole or part, by reason of a sale or other disposition by General Atlantic Partners (Bermuda) L.P., Oak Hill Capital Partners (Bermuda) L.P. or any of their respective Affiliates of their direct or indirect interest in Genpact Investment Co. (Lux) and/or Genpact Global (Lux)) or any successor entities; or (ii) any merger, consolidation, reorganization, recapitalization, tender or exchange offer or any other transaction with or affecting the Company, Genpact Investment Co. (Lux) and/or Genpact Global (Lux) as a result of which a person or entity other than an Investor owns after such transaction, directly or indirectly, more than 50% of the combined voting power of the then outstanding securities entitled to vote generally in the election of the directors of the Company, or (iii) the sale, lease, exchange, transfer or other disposition to any person or entity, other than an Investor, of all or substantially all, of the assets of the Company and its consolidated subsidiaries.

(d) “Code” means the Internal Revenue Code of 1986, as amended. Reference in the Plan to any section of the Code shall be deemed to include any amendments or successor provisions to such section and any regulations under such section.

(e) “Committee” means the compensation committee of the Board, or if no such committee has yet been established, the Board; provided that on and after the time that the Company becomes subject to the Exchange Act, the composition of the Committee shall satisfy the provisions of Rule16b-3 under the Exchange Act.

(f) “Company” means Genpact Global Holdings SICAR s.a.r.l., a Societé à Responsabilité Limitée organized as a Societé d’Investissement en Capital à Risque under the laws of the Grand Duchy of Luxembourg.

(g) “Date of Grant” means the date on which the granting of an Option is authorized, or such other date as may be specified in such authorization or, if there is no such date, the date indicated on the applicable Stock Option Agreement.

(h) “Designated Foreign Subsidiaries” means all Affiliates organized under the laws of any jurisdiction or country other than the United States of America that may be designated by the Board or the Committee from time to time.

(i) “Effective Date” means March 16, 2007.

(j) “Eligible Person” means any (i) individual regularly employed by the Company or an Affiliate; (ii) non-employee manager or director of the Company or an Affiliate, or (iii) consultant or advisor to the Company or an Affiliate.

(k) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(l) “Fair Market Value” on a given date means (i) if the Stock is listed on a national securities exchange, the average of the highest and lowest sale prices of a share of Stock reported as having occurred on the primary exchange with which the Stock is listed and traded on such date, or, if there is no such sale on that date, then on the last preceding date on which such a sale was reported; (ii) if the Stock is not listed on any national securities exchange but is quoted in the Nasdaq National Market (the “Nasdaq”) on a last sale basis, the average between the high bid price and low ask price reported on such date, or, if there is no such sale on that date, then on the last preceding date on which a sale was reported; or (iii) if the Stock is not listed on a national securities exchange nor quoted in the Nasdaq on a last sale basis, the amount determined by the Board and/or the Committee to be the fair market value based upon a good faith attempt to value the Stock accurately.

(m) “Incentive Stock Option” means an Option granted by the Board to a Participant under the Plan which is designated by the Board to be an incentive stock option as described in Section 422 of the Code.

(n) “Nonqualified Stock Option” means an Option granted by the Board to a Participant under the Plan which is not designated by the Board as an Incentive Stock Option.

(o) “Option” means, individually or collectively, an Incentive Stock Option or Nonqualified Stock Option granted under Section 7.

(p) “Option Period” means the period described in Section 7(c).

(q) “Option Price” means the exercise price for an Option as described in Section 7(a).

(r) “Participant” means an Eligible Person who has been selected by the Committee pursuant to Section 6.

(s) “Plan” means this Genpact Global Holdings 2007 Stock Option Plan.

(t) “Securities Act” means the Securities Act of 1933, as amended

(u) “Shareholders Agreement” means the Shareholders Agreement dated as of December 30, 2004 by and among the Company, Genpact Global (Lux), certain of the Investors and the other parties thereto, as the same may be amended from time to time.

(v) “Stock” means the common stock of the Company or such other authorized shares of stock of the Company as the Board may from time to time authorize for use under the Plan.

(w) “Stock Option Agreement” means the agreement between the Company and a Participant who has been granted an Option pursuant to Section 7 which defines the rights and obligations of the parties as required in Section 7(d).

3. Effective Date, Duration and Shareholder Approval

(a) The Plan is effective as of the Effective Date. No Option shall be treated as an Incentive Stock Option unless the Plan has been approved by the shareholders of the Company in a manner intended to comply with the shareholder approval requirements of Section 422(b)(i) of the Code; provided that any Option intended to be an Incentive Stock Option shall not fail to be effective solely on account of a failure to obtain such approval, but rather such Option shall be treated as a Nonqualified Stock Option unless and until such approval is obtained.

(b) The expiration date of the Plan, on and after which no Options may be granted hereunder, shall be the tenth anniversary of the Effective Date; provided, however, that each Option outstanding upon such expiration date shall continue in full force and effect in accordance with the provisions of the Stock Option Agreement evidencing such Option and the administration of the Plan shall continue in effect until all matters relating to all such outstanding Options have been settled.

4. Administration

(a) The Committee shall administer the Plan. The majority of the members of the Committee shall constitute a quorum. The acts of a majority of the members present at any

meeting at which a quorum is present, and acts approved in writing by a majority of the Committee shall be deemed the acts of the Committee.

(b) Subject to the provisions of the Plan and applicable law, the Committee shall have the power, in addition to other express powers and authorizations conferred on the Committee by the Plan, to: (i) designate Participants; (ii) determine the type or types of Options to be granted to a Participant; (iii) determine the number of shares to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with Options; (iv) determine the terms and conditions of any Options; (v) determine whether, to what extent, and under what circumstances Options may be settled or exercised in cash, common stock, other securities, other Options, or other property, or canceled (including canceled and regranted), forfeited, or suspended and the method or methods by which Options may be settled, exercised, canceled, forfeited, or suspended; (vi) interpret, administer, reconcile any inconsistency, correct any default and/or supply any omission in the Plan and any instrument or agreement relating to or Option granted under the Plan; (vii) establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (viii) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.

(c) Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Option or any documents evidencing any and all Options shall be within the sole discretion of the Committee, may be made at any time pursuant to the Plan and shall be final, conclusive, and binding upon all parties, including, without limitation, the Company, any Affiliate, any Participant, any holder or beneficiary of any Option, and any shareholder.

(d) No member of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Option hereunder.

5. Grant of Options; Shares Subject to the Plan

The Committee may, from time to time, grant Options to one or more Eligible Persons; provided, however, that:

(a) Subject to Section 9, the aggregate number of shares of Stock in respect of which Options may be granted under the Plan is 92,500;

(b) In the event any Option granted under the Plan shall be surrendered, terminate, expire, or be forfeited, the number of shares of Stock no longer subject thereto shall thereupon be released and shall thereafter be available for new grants under the Plan;

(c) Stock delivered by the Company in settlement of Options granted under the Plan may be Stock newly issued by the Company or purchased by private purchase; and

(d) Subject to Section 9, no person may be granted Options under the Plan during any calendar year with respect to more than 20,000 shares of Stock.

6. Eligibility

Participation in the Plan shall be limited to Eligible Persons who have been selected by the Committee to receive an Option under the Plan.

7. Terms of Options

(a) Option Price. The Option Price per share of Stock for each Option shall be set by the Committee at the time of grant but shall not be less than the Fair Market Value of a share of Stock at the Date of Grant (subject to Section 7(e) in the case of an Incentive Stock Option).

(b) Manner of Exercise and Form of Payment. No shares of Stock shall be delivered pursuant to any exercise of an Option until payment in full of the aggregate exercise price therefor is received by the Company. Options which have become exercisable may be exercised by delivery of written notice of exercise to the Committee accompanied by payment of the Option Price. The Option Price shall be payable in cash (by check) or, in the discretion of the Committee and if allowed by applicable law, either (i) by delivery of shares of Stock valued at the Fair Market Value at the time the Option is exercised (including by means of attestation of ownership of a sufficient number of shares of Stock in lieu of actual delivery of such shares to the Company); provided, however, that such shares are not subject to any pledge or other security interest and have or meet such other requirements, if any, as the Committee may determine necessary in order to avoid an accounting earnings charge in respect of the Option, (ii) in other property having a fair market value on the date of exercise equal to the Option Price, (iii) if there shall be a public market for the Stock, by delivering to the Committee a copy of irrevocable instructions to a stockbroker to deliver promptly to the Company the proceeds of the sale of the Stock subject to the Option, sufficient to pay the Option Price or (iv) by such other method as the Committee may allow.

(c) Vesting, Option Period and Expiration. Options shall vest and become exercisable in such manner and on such date or dates determined by the Committee and shall expire after such period, not to exceed ten years (subject to Section 7(e)), as may be determined by the Committee (the “Option Period”); provided, however, that notwithstanding any vesting dates set by the Committee, the Committee may in its sole discretion accelerate the exercisability of any Option, which acceleration shall not affect the terms and conditions of any such Option other than with respect to exercisability. If an Option is exercisable in installments, such installments or portions thereof which become exercisable shall remain exercisable until the

Option expires. Any Option outstanding at the time of the Participant’s termination of employment or service for any reason prior to the expiration of the Option Period shall remain exercisable for such period of time thereafter as shall be determined by the Committee and set forth in the Stock Option Agreement evidencing the Option.

(d) Stock Option Agreement - Other Terms and Conditions. Each Option granted under the Plan shall be evidenced by a Stock Option Agreement, which shall contain such provisions as may be determined by the Committee and, except as may be specifically stated otherwise in such Stock Option Agreement, which shall be subject to the following terms and conditions:

(i) Each Option or portion thereof that is exercisable shall be exercisable for the full amount of shares of Stock or for any portion of whole shares of Stock thereof.

(ii) Each share of Stock purchased through the exercise of an Option shall be paid for in full at the time of the exercise. Each Option shall cease to be exercisable, as to any share of Stock, when the Participant purchases the share or when the Option expires.

(iii) Subject to Sections 8(h) and 13, Options shall not be transferable by the Participant except by will or the laws of descent and distribution and shall be exercisable during the Participant’s lifetime only by him.

(iv) Each Option shall vest and become exercisable by the Participant in accordance with the vesting schedule established by the Board and set forth in the Stock Option Agreement evidencing such Option.

(v) Each Stock Option Agreement may contain a provision that, upon demand by the Committee for such a representation, the Participant shall deliver to the Committee at the time of any exercise of an Option a written representation that the shares to be acquired upon such exercise are to be acquired for investment and not for resale or with a view to the distribution thereof, and any other representations deemed necessary by the Committee to ensure compliance with all applicable corporate or securities laws. Upon such demand, delivery of such representation prior to the delivery of any shares issued upon exercise of an Option shall be a condition precedent to the right of the Participant or such other person to purchase any shares. In the event certificates for Stock are delivered under the Plan with respect to which such investment representation has been obtained, the Committee may cause a legend or legends to be placed on such certificates to make appropriate reference to such representation and to restrict transfer in the absence of compliance with applicable corporate and securities laws.

(vi) Each Stock Option Agreement representing an Incentive Stock Option shall contain a provision requiring the Participant to notify the Company in writing immediately after the Participant makes a disqualifying disposition of any Stock acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition (including any sale) of such Stock before the later of (a) two years after the Date of Grant of the Incentive Stock Option or (b) one year after the date the Participant acquired the Stock by exercising the Incentive Stock Option.

(e) Incentive Stock Option Grants to 10% Stockholders. Notwithstanding anything to the contrary in this Section 7, if an Incentive Stock Option is granted to a Participant who owns stock representing more than ten percent of the voting power of all classes of stock of the Company, the Option Period shall not exceed five years from the Date of Grant of such Option and the Option Price shall be at least 110 percent of the Fair Market Value (on the Date of Grant) of the Stock subject to the Option.

(f) U.S. $100,000 Per Year Limitation for Incentive Stock Options. To the extent the aggregate Fair Market Value (determined as of the Date of Grant) of Stock for which Incentive Stock Options are exercisable for the first time by any Participant during any calendar year (under all plans of the Company) exceeds U.S. $100,000, such excess Incentive Stock Options shall be treated as Nonqualified Stock Options.

8. General

(a) Additional Provisions of an Option. Options granted to a Participant under the Plan also may be subject to such other provisions (whether or not applicable to Options granted to any other Participant) as the Committee determines appropriate. Any such provisions shall be reflected in the applicable Stock Option Agreement.

(b) Privileges of Stock Ownership. Except as otherwise specifically provided in the Plan, no person shall be entitled to the privileges of ownership in respect of or on behalf of shares of Stock which are subject to Options hereunder until such shares have been issued to or, subject to Section 15, on behalf of, that person.

(c) Government and Other Regulations. The obligation of the Company to deliver Stock upon the exercise of an Option shall be subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Option to the contrary, the Company shall be under no obligation to offer to sell or to sell and shall be prohibited from offering to sell or selling any shares of Stock pursuant to an Option unless (A) such shares have been properly registered for sale pursuant to the Securities Act with the U.S. Securities and Exchange Commission or unless the Company has received an opinion of counsel, satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with; and (B) such sale or offer to sell is in compliance with all applicable laws, including the laws of the Grand Duchy of Luxembourg applicable to any entity that is a “SICAR” and/or a “SARL” (as such terms are defined in Section 17 hereof). The Company shall be under no obligation to register for sale under the Securities Act any of the shares of Stock to be offered or sold under the Plan. If the shares of Stock offered for sale or sold under the Plan are offered or sold pursuant to an exemption from registration under the Securities Act, the Company may restrict the transfer of such shares and may legend the Stock certificates representing such shares in such manner as it deems advisable to ensure the availability of any such exemption.

(d) Withholding.

(i) A Participant may be required to pay to the Company or any Affiliate, and the Company or any Affiliate shall have the right and is hereby authorized to withhold from any Shares or other property deliverable under any Option or from any compensation or other amounts owing to a Participant the amount (in cash, Stock or other property) of any income tax, employment tax, social insurance, payroll tax, contributions, payment on account obligations or other payments required to be withheld in respect of an Option and its exercise under the Plan and to take such other action as may be necessary in the opinion of the Company to satisfy all such withholding obligations for the payment of such taxes.

(ii) Without limiting the generality of clause (i) above, if so provided in a Stock Option Agreement, a Participant may satisfy, in whole or in part, the foregoing withholding liability (but no more than the minimum required withholding liability) by delivery of shares of Stock owned by the Participant with a Fair Market Value equal to such withholding liability (provided that such shares are not subject to any pledge or other security interest and meet such other requirements, if any, as the Board may determine necessary in order to avoid an accounting earnings charge), or by having the Company withhold from the number of shares of Stock otherwise issuable pursuant to the exercise of the Option a number of shares with a Fair Market Value equal to such withholding liability.

(iii) Without limiting the generality of clauses (i) and (ii), in the event that any taxes imposed by the Government of India (including any fringe benefits tax) are required to be paid by the Company or any of its subsidiaries as a result of or with respect to the grant, issuance or exercise of any Option under the Plan to any Participant, the Company or such subsidiary shall be entitled, in its discretion, to withhold the amount of such taxes, in cash or stock, from the amounts otherwise payable to such Participant with respect to the exercise by such Participant of such Option or otherwise to recover the amount of such taxes from the Participant as a condition to the effectiveness of such Option exercise. In the event the Company or its subsidiary, as the case may be, shall be unable to recover, by withholding or reimbursement, as provided for herein, the amount of such taxes from the Participant, for any reason(s) whatsoever, the Company or the subsidiary may (i) withhold appropriate amounts from any payment (including salary) made by the Company or the subsidiary to the Participant or (ii) cancel the existing Options granted (irrespective of whether they have vested) or any future grant of Options or issuance of shares of Stock to the Participant, without any obligations or liabilities on the Company and the subsidiary, including any combination of the foregoing.

(e) Claim to Options and Employment Rights. No employee of the Company or an Affiliate, or other person, shall have any claim or right to be granted an Option under the Plan or, having been selected for the grant of an Option, to be selected for a grant of any other Option. Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right to be retained in the employ or service of the Company or an Affiliate.

(f) No Liability of Committee or Board Members. No member of the Committee or the Board shall be personally liable by reason of any contract or other instrument executed by such member or on his behalf in his capacity as a member of the Committee or the Board nor for any mistake of judgment made in good faith, and the Company shall indemnify and hold harmless each member of the Committee and the Board and each other employee,

officer or manager of the Company to whom any duty or power relating to the administration or interpretation of the Plan may be allocated or delegated, against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim) arising out of any act or omission to act in connection with the Plan unless arising out of such person’s own fraud or willful bad faith; provided, however, that approval of the Board shall be required for the payment of any amount in settlement of a claim against any such person. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Articles of Incorporation or By-Laws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless; provided, however, that any loss incurred by a member of the Committee or the Board may only be indemnified once.

(g) Governing Law. The Plan shall be governed by and construed in accordance with the internal laws of the State of New York without regard to the principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction which could cause the application of the laws of any jurisdiction other than the State of New York; provided, that, the Plan shall be subject to the mandatory laws of the Grand Duchy of Luxembourg.

(h) Nontransferability.

(i) Subject to Section 13, each Option shall be exercisable only by the Participant during the Participant’s lifetime, or, if permissible under applicable law, by the Participant’s legal guardian or representative. No Option may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant otherwise than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or an Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

(ii) Notwithstanding the foregoing, the Committee may in a Stock Option Agreement or at any time after the Date of Grant in an amendment to a Stock Option Agreement provide that Options which are not intended to qualify as Incentive Stock Options may be transferred by a Participant without consideration, subject to such rules as the Committee may adopt consistent with any applicable Stock Option Agreement to preserve the purposes of the Plan, to:

(A) any person who is a “family member” of the Participant, as such term is used in the instructions to Form S-8 (collectively, the “Immediate Family Members”);

(B) a trust solely for the benefit of the Participant and his or her Immediate Family Members;

(C) a partnership or limited liability company whose only partners or shareholders are the Participant and his or her Immediate Family Members; or

(D) any other transferee as may be approved either (a) by the Committee in its sole discretion, or (b) as provided in the applicable Stock Option Agreement;

(iii) The terms of any Option transferred in accordance with the immediately preceding sentence shall apply to the Permitted Transferee and any reference in the Plan or in a Stock Option Agreement to a Participant shall be deemed to refer to the Permitted Transferee, except that (a) Permitted Transferees shall not be entitled to transfer any Options, other than by will or the laws of descent and distribution; (b) Permitted Transferees shall not be entitled to exercise any transferred Options unless there shall be in effect a registration statement on an appropriate form covering the shares to be acquired pursuant to the exercise of such Option if the Committee determines, consistent with any applicable Stock Option Agreement, that such a registration statement is necessary or appropriate, (c) the Committee or the Company shall not be required to provide any notice to a Permitted Transferee, whether or not such notice is or would otherwise have been required to be given to the Participant under the Plan or otherwise, and (d) the consequences of termination of the Participant’s employment by, or services to, the Company or an Affiliate under the terms of the Plan and the applicable Stock Option Agreement shall continue to be applied with respect to the Participant, following which the Options shall be exercisable by the Permitted Transferee only to the extent, and for the periods, specified in the Plan and the applicable Stock Option Agreement.

(i) Reliance on Reports. Each member of the Committee and each member of the Board shall be fully justified in relying, acting or failing to act, and shall not be liable for having so relied, acted or failed to act in good faith, upon any report made by the independent public accountant of the Company and Affiliates and upon any other information furnished in connection with the Plan by any person or persons other than himself.

(j) Relationship to Other Benefits. No award or payment under the Plan shall be taken into account in determining any benefits under any pension, retirement, profit sharing, group insurance, severance, termination, indemnification, resignation, redundancy, bonus, long term incentive or other benefit plan of the Company or any Affiliate except as otherwise specifically provided in such other plan.

(k) Expenses. The expenses of administering the Plan shall be borne by the Company and Affiliates.

(l) Pronouns. Masculine pronouns and other words of masculine gender shall refer to both men and women.

(m) Titles and Headings. The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings shall control.

(n) Termination of Employment. For all purposes herein, a person who transfers from employment or service with the Company to employment or service with an Affiliate or vice versa shall not be deemed to have terminated employment or service with the Company or an Affiliate.

(o) Severability. If any provision of the Plan or any Stock Option Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or Option, or would disqualify the Plan or any Option under any law deemed applicable by the Board, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Board, materially altering the intent of the Plan or the Option, such provision shall be stricken as to such jurisdiction, person or Option and the remainder of the Plan and any such Option shall remain in full force and effect.

9. Changes in Capital Structure

10. Effect of Change in Control

(a) Except to the extent provided in a particular Stock Option Agreement, in the event of a Change in Control, notwithstanding any provision of the Plan or any applicable Stock Option Agreement to the contrary, the Board may in its discretion provide that all Options shall become immediately exercisable with respect to 100 percent of the shares subject to such Option. Such acceleration of exercisability shall occur in a manner and at a time which allows

affected Participants the ability to participate in the Change in Control transaction with respect to the Stock subject to their Options.

(b) In addition, in the event of a Change in Control, the Board may in its discretion and upon at least 10 days’ advance notice to the affected persons, cancel any outstanding Options and pay to the holders thereof, in cash or stock, or any combination thereof, the value of such Options based upon the price per share of Stock received or to be received by other stockholders of the Company in the event.

(c) The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and business of the Company. The Company agrees that it will make appropriate provisions for the preservation of Participants’ rights under the Plan in any agreement or plan which it may enter into or adopt to effect any such merger, consolidation, reorganization or transfer of assets (including, where it is intended that Options survive the consummation of the Change in Control, by requiring that outstanding Options be assumed or that substantially equivalent stock options be substituted for such outstanding Options).

11. Options Subject to the Shareholders Agreement

12. Successors

13. Nonexclusivity of the Plan

14. Amendments and Termination

(a) Amendment and Termination of the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided that no such amendment, alteration, suspension, discontinuation or termination shall be made without shareholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to the Plan; and provided further that any such amendment, alteration, suspension, discontinuance or termination that would impair the rights of any Participant (or any holder or beneficiary) with respect to any Option theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary unless such amendment, alteration, suspension, discontinuance or termination is required by the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg or other applicable law.

(b) Amendment of Stock Option Agreements. Unless the applicable Stock Option Agreement provides otherwise, the Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Option theretofore granted, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would impair the rights of any Participant in respect of any Option theretofore granted shall not to that extent be effective without the consent of the affected Participant unless such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination is required by the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg or other applicable law.

15. Fiduciary

(a) The Company may establish a fiduciary arrangement (the “Fiduciary Arrangement”) for the exercise of Options granted under the Plan in order to comply with the rules pertaining to a Societé à Responsabilité Limitée organized under the laws of the Grand Duchy of Luxembourg (a “SARL”), and, if applicable, the rules pertaining to a Societé d’Investissement en Capital à Risque organized under the laws of the Grand Duchy of Luxembourg (a “SICAR”). If and to the extent the Company determines to use a Fiduciary Arrangement, any Option to be granted to a Participant shall, at the Company’s sole option, either (i) be issued to the fiduciary of such Fiduciary Arrangement (the “Fiduciary”) for the Participant’s benefit or (ii) issued to the Participant with a requirement that the Option be transferred to the Fiduciary immediately prior to exercise (any such Option, a “Fiduciary Option”). All shares of Stock acquired upon the exercise of Fiduciary Options shall be held by the Fiduciary for the period during which the Company remains a SARL or a SICAR, as applicable, in accordance with the terms of the fiduciary agreement between the Company, the Fiduciary and the applicable Participants governing the Fiduciary Arrangement (the “Fiduciary Agreement”).

(b) In connection with the grant of an Option, each Participant shall be obligated to enter into a Fiduciary Agreement at such times and subject to such terms and conditions as the Company may require.

(c) The Fiduciary’s ability to exercise a Fiduciary Option on behalf of Participant shall be limited to the terms of the Participant’s Stock Option Agreement and otherwise as directed by the Participant. The Fiduciary shall not be obligated to exercise a Fiduciary Option unless and until the Participant has paid the Option Price and has otherwise complied with any other applicable requirements as set forth in the Plan and the Participant’s Stock Option Agreement. Without limiting the generality of the foregoing, the Fiduciary Agreement shall provide that the Fiduciary shall hold Fiduciary Options, if applicable, and shares of Stock acquired on the exercise of Fiduciary Options for the exclusive benefit of Participants and shall discharge its duties with respect to the Fiduciary Arrangement solely in the interest of Participants.

16. Sub Plans

This Plan document is an omnibus document which may include, in addition to the Plan, separate sub-plans (“Sub Plans”) that permit offerings of grants to employees of certain Designated Foreign Subsidiaries. Offerings under the Sub Plans may be made in particular locations outside the United States of America and shall comply with local laws applicable to offerings in such foreign jurisdictions. As of the Effective Date, the only Sub Plan is the Genpact Global Holdings 2007 India Employee Stock Option Plan.

* * *

As adopted by the Board of Managers of Genpact Global Holdings SICAR s.a.r.l. as of March 13, 2007 and approved by the Shareholders of Genpact Global Holdings SICAR s.a.r.l. as of March 16, 2007

As amended by the Board of Managers of Genpact Global Holdings SICAR s.a.r.l. as of April 11, 2007 and approved by the Shareholders of Genpact Global Holdings SICAR s.a.r.l. as of April 20, 2007.

GENPACT GLOBAL HOLDINGS

2007 INDIA EMPLOYEE STOCK OPTION PLAN

(A Sub Plan of the Genpact Global Holdings 2007 Stock Option Plan)

(Effective as of , 2007)

1. Establishment and Purpose of Sub Plan

(a) The purpose of this Genpact Global Holdings 2007 India Employee Stock Option Plan (the “Sub Plan”) is to provide a means through which Genpact Global Holdings SICAR s.a.r.l., a Societé à Responsabilité Limitée organized as a Societé d’Investissement en Capital à Risque under the laws of the Grand Duchy of Luxembourg (the “Company”) and its Indian Subsidiaries may attract able persons to enter and remain in the employ of the Company, its Affiliates and the Indian Subsidiaries and, subject to the terms of the Plan (as defined below) and this Sub Plan, to provide a means whereby employees and directors of the Company, its Affiliates and the Indian Subsidiaries can acquire and maintain Stock ownership, thereby strengthening their commitment to the welfare of the Company and the Indian Subsidiaries and promoting an identity of interest between stockholders and these employees and directors.

(b) This Sub Plan is established as a sub plan of the Genpact Global Holdings 2007 Stock Option Plan (the “Plan”), as of the Effective Date, subject to the shareholder and Indian Subsidiary approval requirements set forth in Section 7. This Sub Plan is established and shall be maintained in accordance with all terms and conditions of the Plan, except to the extent specifically provided otherwise herein. Capitalized terms used in the Sub Plan and not otherwise defined shall have the same meanings as such terms are given in the Plan.

2. Definitions

(a) “Act” means the Indian Income Tax Act, 1961 as amended, and any applicable regulations or notifications promulgated thereunder.

(b) “Effective Date” means , 2007.

(c) “FEMA” means the Indian Foreign Exchange Management Act, 1999 as amended, and the rules and regulations promulgated thereunder.

(d) “Indian Subsidiary” means, each Subsidiary that is either (i) headquartered in the Republic of India or (ii) employs or retains a person who is “resident” in India, in accordance with the Guidelines, all such Subsidiaries are collectively referred to as the “Indian Subsidiaries”.

(e) “Sub Plan Eligible Person” means any employee or director of the Company, its Affiliates or an Indian Subsidiary, in India.

(f) “Sub Plan Participant” means a Sub Plan Eligible Person who has been selected by the Committee pursuant to subsection 3(b) of the Sub Plan.

(g) “Subsidiary” means, at the time of reference, a “subsidiary” of the Company as that term is then defined under the Indian Companies Act, 1956.

3. Option Grants to Sub Plan Participants

(a) The Committee may, from time to time grant Options to one or more Sub Plan Eligible Persons, subject to the provisos of Section 5 of the Plan.

(b) Participation in the Sub Plan shall be limited to Sub Plan Eligible Persons who have been selected by the Committee to receive an Option under the Sub Plan.

(c) The Committee is authorized to grant one or more Options to any Sub Plan Eligible Person. The Committee shall, based on the performance, potential for future contribution to Company and the Indian Subsidiaries, integrity, number of employment years and any other factor(s) as deemed fit by it, form the basis for determining the quantum of Options to be granted under the Sub Plan. Each Option so granted shall be subject to the terms and conditions set forth in the Plan, the additional conditions set forth in this Sub Plan, and to any other conditions as may be reflected in the applicable Stock Option Agreement. The minimum number of shares of Stock which may be subject to an Option granted to a Sub Plan Eligible Person is one and the maximum number of shares of Stock which may be subject to such an Option is 20,000.

(d) If there shall be a conflict between the provisions of the Plan and the Sub Plan, the provisions of the Sub Plan shall control. In all events, however, the provisions in the applicable Stock Option Agreement shall control the terms of the Option issued pursuant thereto. If there shall be a conflict between the provisions of the Plan or the Sub Plan and such Stock Option Agreement, the provisions of such Stock Option Agreement shall control.

(e) In the event the Stock is not listed on a national securities exchange or quoted in NASDAQ on a last sale basis, the Fair Market Value shall, in addition to a good faith determination by the Board and/or the Committee, be based on the Basis of Valuation as attached hereto, which shall take into reference the Company’s accounts for the last three financial years.

4. Nontransferability

Options granted to Sub Plan Participants shall be subject to the transfer restrictions set forth in Section 8(h) of the Plan, provided, however, that any rules that the Committee may adopt permitting Options to be transferred by a Sub Plan Participant without consideration shall be consistent with applicable FEMA regulations. Except as otherwise expressly provided in the Plan, in any agreement with the Sub Plan Participant holding such Option, including in connection with an initial public offering of Stock as

required by the underwriters to such initial public offering, or in any shareholders agreement among the holders of outstanding Stock, there shall be no restriction on transfer, sale or other disposition of a share of Stock issued pursuant to the exercise of an Option.

5. Taxes

In the event that any taxes (including fringe benefits tax imposed by the Government of India) are required to be paid by the Company or any Subsidiary as a result of or with respect to the grant, issuance or exercise of any Option under the Plan and this Sub Plan to or by a Sub Plan Participant, the Company or such Subsidiary shall be entitled, in its discretion, to withhold the amount of such taxes, in cash or stock, from the amounts otherwise payable to such Sub Plan Participant with respect to the exercise by such Participant of such Option or otherwise to recover the amount of such taxes from the Sub Plan Participant as a condition to the effectiveness of such Option exercise. In the event the Company or Subsidiary, as the case may be, shall be unable to recover, by withholding or reimbursement, as provided for herein, the amount of such taxes from the Sub Plan Participant, for any reason(s) whatsoever, the Company or the Subsidiary may (i) withhold appropriate amounts from any payment (including salary) made by the Company or the Subsidiary to the Sub Plan Participant or (ii) cancel the existing Options granted (irrespective of whether they have vested) or any future grant of Options or issuance of shares of Stock to the Sub Plan Participant, without any obligations or liabilities on the Company and the Subsidiary, including any combination of the foregoing.

6. Applicable Law; Severability

(a) This Sub Plan shall be governed by and construed in accordance with the internal laws of the State of New York without regard to the principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction which could cause the application of the laws of any jurisdiction other than the State of New York. If any provision of this Sub Plan is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of the Sub Plan will continue to be fully effective.

(b) The Board shall exercise the powers granted to it under Section 14(a) of the Plan with respect to this Sub Plan only to the extent that such exercise would not be prohibited by Section 2 of the Guidelines.

7. Adoption by Shareholders, Indian Subsidiary

(a) No Option granted under the Sub Plan will be exercisable until (i) a majority of the shareholders of the Company approve the Plan in a general meeting or in any other manner, as permissible under law, within 12 months from the effective date and (ii) the Board of Directors of each Indian Subsidiary accepts and adopts the Plan and the Sub Plan, whereupon all grants made under the Sub Plan shall be deemed to have been made at the behest and on behalf of such Indian Subsidiary and

such Indian Subsidiary, in so far as the terms and conditions of the Plan apply to it, shall be bound by the terms and conditions thereof.

(b) The Sub Plan and any Options granted under it will terminate, if the approvals described in the foregoing subparagraph (a) are not received for the Plan and the Sub Plan within twelve months following the Effective Date.

* * *

Attachment:

Basis of Valuation

As adopted by the Board of Directors of GE Capital International Services (India) as of , 2007

Exhibit 10.13

GENPACT GLOBAL HOLDINGS

200[ ] STOCK OPTION PLAN

STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT (the “Agreement”), dated as of (the “Date of Grant”), is made by and between Genpact Global Holdings SICAR S.à.r.l., a Societé à Responsabilité Limitée organized as a Societé d’Investissement en Capitol à Risque under the laws of the Grand Duchy of Luxembourg (the “Company”), and (“Participant”).

R E C I T A L S:

WHEREAS, the Company has adopted the Genpact Global Holdings 200[ ] Stock Option Plan (the “Plan”), pursuant to which options may be granted to purchase the common stock of the Company (the “Shares”); and

WHEREAS, the Committee has determined that it is in the best interests of the Company and its shareholders to grant to Participant an option to purchase that number of Shares provided for herein.

NOW, THEREFORE, for and in consideration of the premises and the covenants of the parties contained in this Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:

1. Grant of Option. Subject to the terms and conditions of the Plan and the additional terms and conditions set forth in this Agreement, the Company hereby grants on the Date of Grant to Participant an option (the “Option”) to purchase Shares (such shares, the “Option Shares”). To the extent the Option is granted to a United States taxpayer, the Option shall be treated as a Nonqualified Stock Option.

2. Option Subject to Plan; Requirement to Enter into Other Agreements.

(a) By entering into this Agreement, Participant agrees and acknowledges that Participant has received and read a copy of the Plan and the Shareholders Agreement, agrees to be bound by all the terms and provisions of the Plan and the Shareholders Agreement, and has executed and returned the Joinder Agreement attached hereto as Exhibit C.

(b) The Plan, as it may be amended from time to time, is hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan. The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its

decision shall be binding and conclusive upon Participant and his legal representative in respect of any questions arising under the Plan or this Agreement. In the event of a conflict between any term or provision contained herein and any terms or provisions of the Plan, the applicable terms and provisions of this Agreement will govern and prevail.

(c) Prior to the first public offering of the Shares on any national securities exchange or inter dealer quotation system (an “IPO”), Participant shall not be permitted to exercise the Option (or any portion thereof) unless immediately prior to such exercise (or at such earlier time as the Company may require) Participant shall have become a party to the (i) the Stock Purchase Agreement attached hereto as Exhibit D and (ii) Fiduciary Agreement attached hereto as Exhibit E.

3. Terms and Conditions.

(a) Option Price. The price at which Participant shall be entitled to purchase the Option Shares upon the exercise of all or any portion of the Option shall be U.S.$[FMV at time of grant] per Option Share.

(b) Expiration Date. Subject to Section 3(d) hereof, the Option shall expire at the end of the period commencing on the Date of Grant and ending at 11:59 p.m. Eastern Standard Time on the day preceding the tenth anniversary of the Date of Grant (the “Option Period”).

(i) Vesting. Subject to Participant’s continued employment or service with the Company or an Affiliate and except as may otherwise be provided herein, the Option shall become vested and exercisable as to [ ]. For purposes of this Agreement, the “Vesting Commencement Date” shall mean [ ].

(ii) Methods of Exercise. Following the IPO, the Option may be exercised only by written notice, substantially in the form attached hereto as Exhibit A (or a successor form provided by the Committee), delivered to the Company in person or by mail in accordance with Section 4(a) hereof and accompanied by payment therefor in accordance with Section 3(c)(iii) hereof. Prior to the IPO, the Option may be exercised only by (A) Participant transferring the Option (or the portion thereof that is being exercised) to the Fiduciary in accordance with the Fiduciary Agreement, (B) Participant delivering to the Fiduciary written notice substantially in the form attached hereto as Exhibit B (or a successor form provided by the Committee), delivered in person or by mail in accordance with Section 4(a) hereof and accompanied by payment therefor, and (C) payment to the Company of the aggregate exercise price by Participant in accordance with Section 3(c)(iii) hereof. Following exercise of the Option (or any

portion thereof) by the Fiduciary, the Company shall as soon as practicable deliver Shares in respect of such exercised Option (or portion thereof) to the Fiduciary to be held for the benefit of Participant and such Shares shall be delivered to Participant only at such time as the Company is no longer a Societé à Responsabilité Limitée organized under the laws of the Grand Duchy of Luxembourg (or, if deemed necessary by the Company, on such later date on which the Company ceases to be a Societé d’Investissement en Capital à Risque organized under the laws of the Grand Duchy of Luxembourg).

(iii) Payment of Purchase Price. The purchase price of the Option Shares shall be paid by Participant (A) in cash (by check, wire transfer or other manner agreed by the Company) and/or (B) at any time following an IPO, (x) in Shares having a Fair Market Value at the time the Option is exercised equal to the aggregate exercise price of the Option or portion thereof being exercised (including by means of attestation of ownership of a sufficient number of Shares in lieu of actual delivery of such shares to the Company); provided, that, such Shares have been held by Participant for at least six (6) months prior to exercise or (y) by delivering to the Committee a copy of irrevocable instructions to a stockbroker to deliver promptly to the Company the proceeds of the sale of the Shares subject to the Option or portion thereof being exercised, sufficient to pay the aggregate exercise price of the Option or portion thereof being exercised. Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in the manner described in clause (B) of the preceding sentence if the Committee determines that exercising an Option in such manner would violate any applicable law or the applicable rules and regulations of any securities exchange or inter dealer quotation system on which the securities of the Company or any Affiliates are listed or traded.

(d) Effect of Termination of Employment on the Option.

(i) Death/Disability. If Participant’s employment or services with the Company and its Affiliates terminates on account of Participant’s death or by the Company or any Affiliate due to “Disability” (as defined below), the unvested portion of the Option shall expire on the date of termination and the vested portion of the Option shall remain exercisable by Participant through the earlier of (A) the expiration of the Option Period or (B) six months following the date of termination on account of death or Disability. For purposes of this Agreement, “Disability” shall mean “Disability” as defined in any employment or consulting agreement between Participant and the Company or an Affiliate in effect at the time the existence of Disability is to be determined, or, in the absence of such an employment or consulting agreement, a condition entitling Participant to receive benefits under the long-term disability plan of the Company or an Affiliate, as applicable, or, in the absence of such a plan, Participant’s complete and permanent inability by reason of illness or accident to perform the duties of the occupation at which a Participant was employed or served when such illness or accident commenced, as determined by the Committee based upon medical evidence acceptable to it.

(ii) Termination Other than due to Death/Disability or for Cause. If Participant’s employment or services with the Company and its Affiliates is

terminated for any reason other than on account of Participant’s death or by the Company or any Affiliate due to Disability or for Cause, the unvested portion of the Option shall expire on the date of termination and the vested portion of the Option shall remain exercisable by Participant through the earlier of (A) the expiration of the Option Period or (B) ninety (90) days following such termination.

(iii) Termination for Cause. If Participant’s employment or services with the Company and its Affiliates is terminated by the Company or any Affiliate for “Cause” (as defined below), both the unvested and the vested portions of the Option shall terminate on the date of such termination. For purposes of this Agreement, “Cause” shall mean “Cause” as defined in any employment or consulting agreement between Participant and the Company or an Affiliate in effect at the time of such termination or, in the absence of such an employment or consulting agreement: (A) any conviction by a court of, or entry of a pleading of guilty or nolo contendre by Participant with respect to, a felony or any lesser crime involving moral turpitude or a material element of which is fraud or dishonesty; (B) Participant’s willful dishonesty of a substantial nature towards the Company and any of its Affiliates; (C) Participant’s use of alcohol or drugs which materially interferes with the performance of his duties to the Company and/or its Affiliates or which materially compromises the integrity and reputation of Participant or the Company and/or its Affiliates; or (E) the Participant’s material, knowing and intentional failure to comply with material applicable laws with respect to the execution of the Company’s and its Affiliates’ business operations.

(e) Compliance with Legal Requirements. The granting and exercising of the Option, and any other obligations of the Company under this Agreement shall be subject to all applicable laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required. The Committee, in its sole discretion, may postpone the issuance or delivery of Option Shares as the Committee may consider appropriate and may require Participant to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of Option Shares in order to be in compliance with applicable laws, rules and regulations.

(f) Transferability. The Option shall not be transferable by Participant other than by will or the laws of descent and distribution.

Agreement, and the Fiduciary shall hold such Option Shares (and any dividends relating to such Option Shares that are paid in Shares) for the benefit of Participant until such time as the Company is no longer a Societé à Responsabilité Limitée organized under the laws of the Grand Duchy of Luxembourg (or, if deemed necessary by the Company, on such later date on which the Company ceases to be a Societé d’Investissement en Capital à Risque organized under the laws of the Grand Duchy of Luxembourg).

4. Miscellaneous.

(a) Notices. All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested, telecopier, courier service or personal delivery:

if to the Company:

Genpact Global Holdings SICAR S.á.r.l.
65 boulevard Grande-Duchesse Charlotte
L-1331 Luxembourg
Attn: Secretary

with a copy to:

Genpact US Holdings, Inc.

1251 Avenue of the Americas

41^st Floor

New York, NY 10020

Attention: Legal Department

if to Participant, at Participant’s last known address on file with the Company;

if to the Fiduciary, at the address set forth in the Fiduciary Agreement.

All such notices, demands and other communications shall be deemed to have been duly given when delivered by hand, if personally delivered; when delivered by courier, if delivered by commercial courier service; five (5) business days after being deposited in

the mail, postage prepaid, if mailed; and when receipt is mechanically acknowledged, if telecopied.

(b) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.

(c) No Rights to Employment. Nothing contained in this Agreement shall be construed as giving Participant any right to be retained, in any position, as an employee, consultant or director of the Company or its Affiliates or shall interfere with or restrict in any way the right of the Company or its Affiliates or Participant, which are hereby expressly reserved by each, to terminate Participant’s employment or service at any time for any reason whatsoever.

(d) Beneficiary. Participant may file with the Committee a written designation of a beneficiary on such form as may be prescribed by the Committee and may, from time to time, amend or revoke such designation. If no designated beneficiary survives Participant, the executor or administrator of Participant’s estate shall be deemed to be Participant’s beneficiary.

(e) Successors. The terms of this Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and of Participant and the beneficiaries, executors, administrators, heirs and successors of Participant.

(f) Entire Agreement. This Agreement, the Plan, the Fiduciary Agreement, the Stock Purchase Agreement and the Shareholders Agreement contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations in respect thereto.

(g) Modifications.

(i) Subject to clause (ii) below, no change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto.

(ii) If any payments of money, delivery of Shares, other securities or benefits due to Participant hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments, delivery of Shares, other securities or benefits shall be deferred if deferral will make such payment, delivery of shares or other benefits compliant under Section 409A of the Code, otherwise such payment, delivery of Shares, other securities or benefits shall be restructured, to the extent possible, in a manner, determined by the Company and reasonably acceptable to Participant, that does not cause such an accelerated or additional tax.

(h) Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of New York without regard to principles of conflicts of law thereof, or principals of conflicts of laws of any other jurisdiction which could cause the application of the laws of any jurisdiction other than the State of New York.

(i) Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.

(j) Registration Rights. Promptly following an IPO, the Company shall register all the Option Shares underlying the unexercised portion of the Option on Form S-8 (or a successor or other available form).

(k) No Acquired Right. Participant acknowledges and agrees that this Option and any similar awards the Company may in the future grant to Participant, even if such awards are made repeatedly or regularly, and regardless of their amount, (A) are wholly discretionary, are not a term or condition of employment and do not form part of a contract of employment, or any other working arrangement, between Participant and the Company or any Affiliate, (B) do not create any contractual entitlement to receive future awards; and (C) do not form part of salary or remuneration for purposes of determining pension payments or any other purposes, including without limitation termination indemnities, severance, resignation, redundancy, bonuses, long-term service awards, pension or retirement benefits, or similar payments, except as otherwise required by the applicable law of any governmental entity to whose jurisdiction the award is subject.

(l) Further Assurances. Each of the Company and Participant shall execute such documents and perform such further acts (including, without limitation, obtaining any consents, exemptions, authorizations or other actions by, or giving any notices to, or making any filings with, any the government of any nation, state, city, locality or other political subdivision thereof, or any court or arbitrator (whether or not related to any governmental entity), or any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement.

(m) Liquidity. If, prior to an IPO, a Change in Control occurs that involves the direct or indirect acquisition of the Common Stock of the Company by an entity that is not a publicly traded company or an affiliate thereof, the Company, under the supervision of the Committee, shall undertake to provide a fair and risk-adjusted path to liquidity for Participant with respect to the Option Shares, either upon or after the Change in Control. The liquidity opportunity described in the immediately preceding sentence (i) may, but shall not be required to, involve accelerated vesting of all or a portion of the Option and (ii) shall be fair to the Participant relative to the direct or indirect shareholders of the Company who are obtaining liquidity in the Change in Control, taking into account the risks borne by Participant with regard to the portion of

the Option and the Options Shares as to which the liquidity opportunity will not be realized at the time of the Change in Control. All determinations of whether, when, and to what extent, the foregoing liquidity opportunity shall be made available to Participant shall be made by the Committee in its sole and absolute discretion.

(n) Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Stock Option Agreement as of the day first written above.

	GENPACT GLOBAL HOLDINGS SICAR S.à.r.l.

	By:
		Name:
		Title:



	PARTICIPANT


	Name:

Exhibit A

NOTICE OF OPTION EXERCISE

PURSUANT TO THE GENPACT GLOBAL HOLDINGS

200[ ] STOCK OPTION PLAN

To exercise your option (the “Option”) to purchase common stock (“Shares”) of Genpact Global Holdings SICAR S.à.r.l. (the “Company”), please fill out this form and return it to the Secretary of the Company, together with a check in the amount of the exercise price due, which is the product of the number of Shares with respect to which you are exercising the Option and the per share exercise price. You are not required to exercise the Option with respect to all Shares thereunder. You also must include in the check (or provide a separate check for) the amount of any required withholding due in connection with your exercise, unless the Committee administering the Genpact Global Holdings 200[ ] Stock Option Plan specifically provides for such withholding obligation to be satisfied in a different manner.

I hereby exercise my right to purchase Shares under the Option pursuant to the Stock Option Agreement between myself and the Company, dated as of . I am vested in the Option as to the Shares being purchased hereunder. I have enclosed one or more checks to the Company covering both the exercise price of U.S.$ and the required withholding of U.S.$ . (Please contact the office of the Secretary of the Company to determine the amount of any required withholding.)

	Signature:

	Printed Name:

	Social Security Number:

	Date:

A-1

Exhibit B

NOTICE OF OPTION TRANSFER AND INSTRUCTION TO EXERCISE OPTION

PURSUANT TO THE GENPACT GLOBAL HOLDINGS

200[ ] STOCK OPTION PLAN

To exercise your option (the “Option”) to purchase common stock (“Shares”) of Genpact Global Holdings SICAR S.à.r.l. (the “Company”), please fill out this form and return one copy to each of (i) MeesPierson Intertrust (Luxembourg) S.A (the “Fiduciary”) and (ii) the Secretary of the Company. You must also provide the Company with a check in the amount of the exercise price due, which is the product of the number of Shares with respect to which you are requesting that the Option be exercised and the per share exercise price. The Option need not be exercised with respect to all Shares thereunder. You must also include in the check (or provide a separate check for) the amount of any required withholding due in connection with your exercise, unless the Committee administering the Genpact Global Holdings 200[ ] Stock Option Plan specifically provides for such withholding obligation to be satisfied in a different manner.

I hereby transfer my Option (or the applicable portion thereof) to the Fiduciary and instruct the Fiduciary to exercise such Option (or portion thereof) to purchase Shares pursuant to the Stock Option Agreement between myself and the Company, dated as of . I am vested in the Option as to the Shares being purchased hereunder. I have enclosed one or more checks to the Company covering both the exercise price of U.S.$ and the required withholding of U.S.$ . (Please contact the office of the Secretary of the Company to determine the amount of any required withholding.)

	Signature:

	Printed Name:

	Date:

B-1

Exhibit C

JOINDER AGREEMENT

This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by the undersigned (the “Joining Party”) in accordance with the Amended and Restated Shareholders Agreement dated as of December 16, 2005 (the “Shareholders Agreement”) among GENPACT INVESTMENT CO., a Luxembourg société à responsabilité limiteé, GENPACT GLOBAL (LUX), a Luxembourg société à responsabilité limiteé, GENPACT GLOBAL HOLDINGS SICAR S.à.r.l., a Luxembourg société à responsabilité limiteé, GE CAPITAL INTERNATIONAL (MAURITIUS), a Mauritius corporation and the other signatories thereto, as the same may be further amended from time to time. Capitalized terms used, but not defined, herein shall have the meaning ascribed to such terms in the Shareholders Agreement.

The Joining Party hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, the Joining Party shall be deemed to be a party to and “Shareholder” under the Shareholders Agreement as of the date hereof and shall have all of the rights and obligations of a Shareholder as if it had executed the Shareholders Agreement. The Joining Party hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Shareholders Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date written below.

Date: ,

	[NAME OF JOINING PARTY]


	By:
		Name:
		Title:
	Address for Notices:

AGREED ON THIS [ ] day of [ ], 200[ ]:

GENPACT GLOBAL HOLDINGS

By:
	Name:
	Title:

GENPACT GLOBAL (LUX)

By:
	Name:
	Title:

FORM OF AGREEMENT - TO BE SIGNED UPON EXERCISE

EXHIBIT D

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (the “Agreement”), is made as of the date indicated on the signature page hereof by and between Genpact Global Holdings SICAR, a Societé à Responsabilité Limitée organized under the laws of the Grand Duchy of Luxembourg (the “Company”), and the party identified on the signature page hereto (“Purchaser”).

WHEREAS, Purchaser desires to acquire the number of shares of common stock of the Company (the “Shares”) set forth on the Notice of Option Exercise or Notice of Option Transfer and Instruction to Exercise Option, as applicable, to which the Agreement is attached (the “Exercise Notice”) at the purchase price also set forth thereon pursuant to Purchaser’s exercise of a stock option issued by the Company to Purchaser pursuant to (i) the Stock Option Agreement between the Company and the Purchaser dated as of (the “Option Agreement”) and (ii) the Genpact Global Holdings 2005 Stock Option Plan (the “Plan”) and the Company desires to issue said Shares to Purchaser (or the Fiduciary, as applicable), subject to the restrictions on transfer and rights hereinafter set forth; and

WHEREAS, the Company and Purchaser desire to enter into this Agreement in order to (i) prevent the transfer of the Shares to third parties who might not contribute to the development and management of the Company’s business, and (ii) provide for the future management and ownership of the Company; and

WHEREAS, to achieve these objectives, the parties wish to impose certain restrictions on the transfer or encumbrance of the Shares issued to Purchaser and to give the Company the right to purchase the Shares in certain events.

NOW, THEREFORE, for and in consideration of the premises and the covenants of the parties contained in this Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:

1. Purchase of Shares. In accordance with the applicable provisions of the Option Agreement, Purchaser hereby subscribes for and, upon acceptance by the Company hereof, shall purchase the Shares. The aggregate purchase price for the Shares set forth in the Exercise Notice and the amount of any taxes and other withholding required to be paid to the Company by Purchaser in connection with such purchase shall be paid by Purchaser in the manner prescribed in the Option Agreement. Upon receipt of payment by the Company for the Shares and for any required withholding, (a) if no Fiduciary Agreement is in effect at the time the Shares are purchased, the Company shall register the Purchaser in the share register of the Company and issue to Purchaser one or more certificates in the name of Purchaser for the Shares and (b) if a Fiduciary Agreement is in effect at the time the Shares are purchased, the Company shall register the Fiduciary in the share register of the Company and issue to the Fiduciary one or more

certificates in the name of the Fiduciary for the Shares and the Fiduciary shall hold such Shares for the benefit of Purchaser until such time as the Company is no longer a Societé à Responsabilité Limitée organized under the laws of the Grand Duchy of Luxembourg (or, if deemed necessary by the Company, on such later date on which the Company ceases to be a Societé d’Investissement en Capital à Risque organized under the laws of the Grand Duchy of Luxembourg). Purchaser (and, if applicable, the Fiduciary, who shall also become a party to this Agreement immediately following the execution of a Fiduciary Agreement by the Company, Purchaser and the Fiduciary) agrees that the Shares shall be subject to all terms and conditions of this Agreement, the Shareholders Agreement, and, if applicable, the Fiduciary Agreement. Capitalized terms used in this Agreement and not otherwise defined shall have the definitions set forth in the Option Agreement or the Plan, as applicable.

2. Call Option.

(a) If Purchaser’s employment with the Company and its Affiliates is terminated for any reason (or no reason) at any time prior to the 30-day period preceding a Change in Control, the Company shall have the right and option (the “Call Option”), but not the obligation, to purchase from Purchaser (or the Fiduciary, as applicable) any or all of the Shares. The purchase price of each Share shall be the Fair Market Value of one share of the Stock on the date the Call Option is exercised (the “Call Price”). Notwithstanding the foregoing, if the Purchaser’s employment is terminated by the Company for Cause (as defined in the Option Agreement), the Call Price shall be the lesser of (i) Fair Market Value and (ii) the per Share exercise price set forth in the Option Agreement. In the event that Purchaser’s employment with the Company and its Affiliates is terminated due to Purchaser’s death, all references to “Purchaser” for purposes of this Section 2 (other than those relating to termination of employment) shall include the administrator of Purchaser’s estate.

(b) The Company may exercise the Call Option by delivering or mailing to Purchaser or the Fiduciary (with a copy to Purchaser), as applicable, in accordance with Section 11 of this Agreement, written notice of exercise (a “Call Notice”) at any time following the termination of Purchaser’s employment with the Company. The Call Notice shall specify the date thereof, the number of Shares to be purchased and the Call Price. Notwithstanding the above, the Company’s right to exercise the Call Option shall be suspended for six months and one day following the issuance of the Shares subject to the Call Option or such other period of time, if any, deemed necessary by the Committee in order for the Company to comply with applicable accounting rules and other laws.

(c) Within ten (10) days after Purchaser’s (or the Fiduciary’s, as applicable) receipt of the Call Notice, Purchaser (or the Fiduciary, as applicable) shall tender to the Company at its principal office the certificate or certificates representing the Shares which the Company has

elected to purchase, duly endorsed in blank by Purchaser (or the Fiduciary, as applicable) all in form suitable for the transfer of such shares to the Company. Upon its receipt of such shares, the Company shall pay to Purchaser the aggregate Call Price therefor.

(d) The aggregate Call Price may be payable, at the option of the Company, (i) in cancellation of all or a portion of any outstanding indebtedness of Purchaser to the Company, (ii) in cash (by check or wire transfer), or (iii) any combination of (i) or (ii).

(e) The Company will be entitled to receive customary representations and warranties from Purchaser (or the Fiduciary, as applicable) regarding the sale of the Shares pursuant to the Company’s exercise of the Call Option as may be reasonably requested by the Company, including but not limited to the representation that Purchaser (or the Fiduciary, as applicable) has good title to the Shares to be transferred free and clear of all liens, claims and other encumbrances.

(f) If the Company delivers a Call Notice as to any Shares, then from and after the time of delivery of the Call Notice Purchaser (and the Fiduciary, as applicable) shall no longer have any rights as a holder of the Shares subject thereto (other than Purchaser’s right to receive payment of the Call Price in accordance with this Section 1), and such Shares shall be deemed purchased in accordance with the applicable provisions hereof and the Company shall be deemed to be the owner and holder of such Shares.

(g) Any Shares as to which the Call Option is not exercised will remain subject to all terms and conditions of the Plan, the Fiduciary Agreement and this Agreement, including the continuation of the Company’s right to exercise the Call Option.

3. Drag Along Rights. If the Company or its shareholders have received from a person or entity which is not an affiliate of the Company a bona fide written offer to purchase (a “Drag-Along Sale”) (i) 30% or more of the issued and outstanding shares of Stock or (ii) shares of the Company’s equity securities entitled to vote in the election of directors (“Company Voting Securities”) representing 30% or more of the voting power of all Company Voting Securities, the Company shall have the right, but not the obligation (the “Drag-Along Right”) to deliver a written notice (a “Drag Along Notice”) to Purchaser (or the Fiduciary with a

copy to Purchaser, as applicable) stating that it or its shareholders proposes to effect such transaction, and specifying the percentage of the issued and outstanding shares of Stock or Company Voting Securities, as applicable, proposed to be subject to such transaction, the name and address of the proposed parties to such transaction and the consideration payable in connection therewith. Purchaser (or the Fiduciary, as applicable) agrees that, upon receipt of a Drag Along Notice, Purchaser (or the Fiduciary, as applicable) shall, at the option of the Company, sell at the same time as the other shareholders sell their shares, a

corresponding percentage (based of the percentage of Stock or Company Voting Securities subject to such transaction, as applicable) of the number of Shares then held by Purchaser (or the Fiduciary, as applicable) upon terms and conditions which, in the aggregate, are no less favorable to Purchaser (or the Fiduciary, as applicable) than the terms and conditions applicable to the sale of shares of Stock or Company Voting Securities by Company shareholders in the Drag-Along Sale; and Purchaser (or the Fiduciary, as applicable) shall otherwise take all reasonable actions including, without limitation, entering into agreements similar to those to be entered into by other Company shareholders, necessary to consummate the Drag-Along Sale (excluding any indemnification, contribution or similar obligations or agreements not specifically relating to a breach of any representation or warranty by Purchaser or the Fiduciary, as applicable, as to Purchaser’s or the Fiduciary’s, as applicable, ownership of or ability to transfer the Shares subject to the Drag-Along Sale). The consideration shall be in the form of cash, equity or debt securities (whether or not publicly traded) or a combination thereof (but such consideration shall be in the same form and the same proportion as that applicable to the sale of shares of Stock or Company Voting Securities, as applicable, by the other Company shareholders in the Drag-Along Sale). Purchaser (or the Fiduciary, as applicable) will use Purchaser’s (or the Fiduciary’s, as applicable) best commercial efforts to cooperate in any such transaction and will take all necessary and desirable actions in connection with the Drag-Along Sale as are reasonably requested by the Company or the Board, including, without limitation, the execution of an agreement to effect the foregoing in form and substance reasonably satisfactory to the Company and the person or entity making the offer to purchase the Stock or Company Voting Securities, as applicable (excluding any indemnification, contribution or similar obligations or agreements not specifically relating to a breach of any representation or warranty by Purchaser or the Fiduciary, as applicable, as to Purchaser’s or the Fiduciary’s as applicable, ownership of or ability to transfer the Shares subject to the Drag-Along Sale). The Company and its shareholders shall have no liability to Purchaser (and the Fiduciary, as applicable) if the transaction described in the Drag Along Notice fails to occur for any reason. Any Shares which are not sold pursuant to this Section 3 shall remain subject to all other terms and conditions of the Plan and this Agreement, including the continuation of the Company’s right to exercise the Drag-Along Right and Purchaser’s (or the Fiduciary’s, as applicable) rights under Section 4.

4. Tag-Along Rights. Other than in connection with the exercise of a Drag-Along Right, if the Company or its shareholders have received from a person or entity which is not an affiliate of the Company a bona fide written offer to purchase (a “Tag-Along Sale”) (i) 30% or more of the issued and outstanding shares of Stock or (ii) shares of the Company Voting Securities representing 30% or more of the voting power of all Company Voting Securities, the Company shall, prior to accepting such offer, arrange for the proposed purchaser(s) to make a bona fide offer to purchase a corresponding percentage (based of the percentage of Stock or Company Voting Securities subject to such transaction, as applicable) of the number of Shares then held by Purchaser (or the Fiduciary on behalf of Purchaser) upon terms and conditions which, in the aggregate, are no less favorable to Purchaser than the terms and conditions offered by the proposed purchaser(s) to the Company or its shareholders in the Tag-Along Sale. The Company shall deliver a written notice (a “Notice”) to Purchaser (or the Fiduciary with a

copy to Purchaser, as applicable) stating that it or its shareholders proposes to accept such offer, and specifying the number of Shares Purchaser (or the Fiduciary on behalf of Purchaser) may sell, the name and address of the proposed parties to such transaction and the consideration payable in connection therewith. Upon receipt of the Notice, Purchaser (or the Fiduciary on behalf of Purchaser) may exercise Purchaser’s (or the Fiduciary’s, as applicable) right to sell such Shares by delivery, not later than 10 days after receipt of the Notice, a written notice (the “Tag-Along Notice”) to the Company, which shall state the maximum number of Shares that Purchaser (or the Fiduciary acting on behalf of Purchaser) wishes to include in the sale. The consideration shall be in the form of cash, equity or debt securities (whether or not publicly traded) or a combination thereof (but such consideration shall be in the same form and the same proportion as that applicable to the sale of shares of Stock or Company Voting Securities, as applicable, by the other Company shareholders in the Tag-Along Sale). Purchaser (or the Fiduciary, as applicable) will use Purchaser’s (or the Fiduciary’s, as applicable) best commercial efforts to cooperate in any such transaction and will take all necessary and desirable actions in connection with the Tag-Along Sale as are reasonably requested by the Company or the Board, including, without limitation, the execution of an agreement to effect the foregoing in form and substance reasonably satisfactory to the Company and the person or entity making the offer to purchase the Stock or Company Voting Securities, as applicable (excluding any indemnification, contribution or similar obligations or agreements not specifically relating to a breach of any representation or warranty by Purchaser or the Fiduciary, as applicable, as to Purchaser’s or the Fiduciary’s as applicable, ownership of or ability to transfer the Shares subject to the Tag-Along Sale). The Company and its shareholders shall have no liability to Purchaser (and the Fiduciary, as applicable) if the transaction described in the Tag-Along Notice fails to occur for any reason. Any Shares which are not sold pursuant to this Section 4 shall remain subject to all other terms and conditions of this Agreement, including the continuation of the Company’s right to exercise the Drag-Along Right and Purchaser’s (or the Fiduciary’s, as applicable) rights under this Section 4.

5. Restrictions on Transfer. Other than as explicitly described in this Agreement or the Fiduciary Agreement, neither the Fiduciary, the Purchaser nor any transferee of the Purchaser (including any beneficiary, executor or administrator) shall assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Shares.

6. Compliance With Agreement. The Company shall not be required to transfer any Shares upon its books or to recognize any purported new transferee thereof in any manner, unless a shareholder meeting shall have approved the transfer to the transferee and every applicable provision of this Agreement has first been complied with to the satisfaction of the Company or has been waived in writing by the Company. The provisions of this Agreement shall not be discharged with respect to any Shares by any transfer made in compliance with this Agreement but shall apply anew to such shares in the hands of the new transferee thereof. If the Fiduciary, Purchaser or any legal representative or any transferee of either attempts to transfer any of the Shares without compliance with the requirements and restrictions of this Agreement, the Fiduciary or Purchaser, as applicable, shall not, until full compliance therewith, be entitled to any of the rights and privileges of a shareholder of the Company, and no person purporting to

claim or hold by, through or under the Fiduciary or Purchaser, as applicable, shall in any way be recognized; but this provision shall in no way relieve the Fiduciary or Purchaser, as applicable, or any legal representative or any transferee of either from the obligation to offer, transfer or sell the Shares to the Company as herein provided.

7. Adjustments for Stock Splits, Stock Dividends, etc.

(a) If from time to time during the term of this Agreement there is any stock split-up, stock dividend, stock distribution or other reclassification of the Shares, any and all new, substituted or additional securities to which Purchaser (or the Fiduciary holding for the benefit of Purchaser) is entitled by reason of Purchaser’s (or the Fiduciary’s, as applicable) ownership of the Shares shall be immediately subject to the terms of this Agreement.

(b) If the Shares are converted into or exchanged for, or shareholders of the Company receive by reason of any distribution in total or partial liquidation, securities of another corporation, or other property (including cash), pursuant to any merger of the Company or acquisition of its assets, then the rights of the Company under this Agreement shall inure to the benefit of and be binding upon the Company’s successor and this Agreement shall apply to the securities or other property received upon such conversion, exchange or distribution in the same manner and to the same extent as the Shares.

8. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of the Agreement shall be severable and enforceable to the extent permitted by law.

9. Waiver. Any right of the Company contained in this Agreement may be waived in writing by the Committee. No waiver of any right hereunder by any party shall operate as a waiver of any other right, or as a waiver of the same right with respect to any subsequent occasion for its exercise, or as a waiver of any right to damages. No waiver by any party of any breach of this Agreement shall be held to constitute a waiver of any other breach or a waiver of the continuation of the same breach.

10. Successors. The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, and of Purchaser and the beneficiaries, executors, administrators, heirs and successors of Purchaser, and, if applicable, of the Fiduciary and its successors and assigns.

11. No Rights to Employment, etc. Nothing contained in this Agreement shall be construed as giving Purchaser any right to be retained, in any position, as an employee, consultant or director of the Company (or its Affiliates) or shall interfere with or restrict in any way the right of the Company (or its Affiliates) or of

Purchaser, which are hereby expressly reserved by each, to terminate Purchaser’s employment or service at any time for any reason whatsoever.

12. Notices. All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested, telecopier, courier service or personal delivery:

if to the Company:

Genpact Global Holdings SICAR
65 boulevard Grande-Duchesse
Charlotte
L-1331 Luxembourg
Attn: Secretary

if to Purchaser, at Purchaser’s last known address on file with the Company;

if to the Fiduciary, at the address set forth in the Fiduciary Agreement.

13. Pronouns. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms and the singular form of nouns and pronouns shall include the plural, and vice versa.

14. Modifications.

(a) Subject to Section 14(b) below, no change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto.

(b) If any payments of money, delivery of Shares, other securities or benefits due to Purchaser hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments, delivery of Shares, other securities or benefits shall be deferred if deferral will make such payment, delivery of shares or other benefits compliant under Section 409A of the Code, otherwise such payment, delivery of Shares, other securities or benefits shall be restructured, to the extent possible, in a manner, determined by the Company and reasonably acceptable to Purchaser, that does not cause such an accelerated or additional tax.

15. Construction. This Agreement and all matters connected therewith shall be construed and all questions shall be determined by the Committee acting in its sole discretion and the decisions of the Committee shall be binding upon all interested parties.

16. Entire Agreement; Conflicts. This Agreement, together with the Option Agreement, contains the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and therein and supersedes all prior communications, representations and negotiations in respect thereto. In the event of a conflict between any term or provision of this Agreement and any term or provision of the Option Agreement, the applicable terms and provisions of this Agreement will govern and prevail.

17. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY PERFORMED WITHIN THAT STATE, WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS OR THE CONFLICT OF LAWS PROVISIONS OF ANY OTHER JURISDICTION WHICH WOULD CAUSE THE APPLICATION OF ANY LAW OTHER THAN THAT OF THE STATE OF NEW YORK SAVE THAT ANY MATTERS PERTAINING TO THE PERFECTION OF SHARE TRANSFERS, SHAREHOLDER MEETINGS AND CORPORATE MATTERS OF THE COMPANY SHALL BE GOVERNED BY THE SUBSTANTIVE LAWS OF THE GRAND DUCHY OF LUXEMBOURG.

18. Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.

19. Termination. This Agreement shall cease to apply and shall be of no further force or effect immediately upon (i) an IPO or (ii) a written agreement to such effect between the Company and Purchaser (and the Fiduciary, if applicable).

20. Further Assurances. Each of the Company, Purchaser, and, if applicable, the Fiduciary, shall execute such documents and perform such further acts (including, without limitation, obtaining any consents, exemptions, authorizations or other actions by, or giving any notices to, or making any filings with, any the government of any nation, state, city, locality or other political subdivision thereof, or any court or arbitrator (whether or not related to any governmental entity), or any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement.

21. Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and the year written below.

Genpact Global Holdings SICAR		[Name]
(the Company)		(the Purchaser)


		By:
By:
Title:

MeesPierson Intertrust (Luxembourg) S.A.

(the Fiduciary)


By:
Title:


Date:

FINAL

FIDUCIARY AGREEMENT

DATE 200

Between

as Principal

and

Bank Sal. Oppenheim jr. & Cie. (Luxembourg) S.A.

as Fiduciary

and

Genpact Global Holdings SICAR S. à r. l

as the Company

A L L E N & O V E R Y

L U X E M B O U R G

CONTENTS

Clause		Page

1.	Interpretation	3
2.	Fiduciary Assets (actif fiduciaire)	6
3.	Fiduciary Instructions (passif fiduciaire)	7
4.	No Payment in respect of Fiduciary Assets	8
5.	Administration	8
6.	Taxes and Expenses	8
7.	Change of Fiduciary, Termination Event	9
8.	Representations and Warranties of the Principal	9
9.	Representations and Warranties of the Fiduciary	10
10.	Undertakings of the Principal	11
11.	Undertakings of the Fiduciary	11
12.	Duration	12
13.	Indemnities	12
14.	Remuneration	12
15.	Fiduciary’s Liability	12
16.	Evidence and Calculations	13
17.	Waivers and Remedies Cumulative	13
18.	Assignment	13
19.	Severability	13
20.	Notices	14
21.	Language	15
22.	Jurisdiction and Governing Law	15
23.	Counterparts	15


Signatories		16


Schedule

1.	Stock Purchase Agreement	17
2.	Stock Option Agreement	18
3.	Schedule of options in respect of the principal	19
4.	Form of Share Transfer Agreement	20
5.	Beneficial Owner and well-informed Investor Assessment Form	23
6.	Fee Letter	24
7.	Shareholders’ Agreement	25

THIS FIDUCIARY AGREEMENT dated 200 is made between:

(1) , former employee of Genpact (the Principal);

(2) Bank Sal. Oppenheim jr. & Cie. (Luxembourg) S.A., a credit institution organised as a public limited company duly incorporated under the laws of Luxembourg, with registered office at 4, rue Jean Monnet, L - 2180 Luxembourg, being registered with the Luxembourg trade and companies register under number B 44.365 (the Fiduciary); and

(3) Genpact Global Holdings SICAR S. à r. l. a company incorporated under the laws of Luxembourg, having its registered office at 23, Avenue Monterey in L-2086, Luxembourg and registered with the Luxembourg Trade and Companies Register under number 104.548 (the Company).

WHEREAS:

(A) The board of managers of the Company has approved the ESOP on 5 April 2005.

(B) It is a condition under the ESOP that the Options be exercised only in accordance with this Agreement in order to address a number of Luxembourg company law and regulatory issues.

(C) The Parties wish to enter this (contrat fiduciaire) governed by the Luxembourg act dated 27 July 2003 relating to trust and fiduciary contracts (Fiduciary Act 2003) in order for the Fiduciary to hold title to those Shares of the Company (as defined hereafter) which the Company will issue upon the exercise of the Options and the payment of the Subscription Price to the Company.

(D) the other beneficiaries of the ESOP have entered and/or will enter into an identical Fiduciary Agreement in order to exercise their Options.

IT IS AGREED as follows:

1. INTERPRETATION

1.1 Definitions

In this Agreement:

Administrator means Mrs. Eileen S. Silvers or such other person or persons designated by the Company from time to time.

Agreement means this Fiduciary Agreement.

Business Day means a day other than a Saturday or Sunday or a public holiday in the City of Luxembourg, Luxembourg.

Clause means a clause or a sub-clause of this Agreement.

Commencement Date means the first date on which the Principal exercises any of the Options.

Company means Genpact Global Holdings SICAR S. à r. l., a limited liability company duly incorporated under the laws of Luxembourg, with registered office at 23, Avenue Monterey, L-2086 Luxembourg and registered with the Luxembourg Trade and Companie’s Register under number 104.548.

ESOP means the employee stock option plan of the Company in respect of the employees of Genpact as in effect from time to time.

Exit means any of (i) an IPO of the Company, Genpact Global (Lux) or any successor entity of either of such companies, (ii) the disposal by the Company of all or substantially all of the assets of the Company, (iii) an expatriation of the Company by way of transfer of the Company outside Luxembourg and (iv) the Company ceasing to be a SICAR and converting into a société anonyme or a société en commandite par actions.

Fiduciary Assets means the Initial Fiduciary Assets and the Subsequent Fiduciary Assets.

Genpact means the Company and its Subsidiaries from time to time.

Genpact Global (Lux) means a limited liability company duly incorporated under the law of Luxembourg, with registered office at 23, Avenue Monterey in L-2086 Luxembourg, registered with the Luxembourg Trade and Company Register under B 104.547.

Global Fiduciary Agreement means the Fiduciary Agreement concluded by each of the ESOP beneficiaries, taken collectively, for the purposes of identification under Clause 2 and remuneration under Clause 14, as per the Commencement Date of the first Fiduciary Agreement until the termination of the last Fiduciary Agreement.

Initial Fiduciary Assets means those Options set out in Schedule 3 hereof entrusted by the Principal to the Fiduciary and, upon the issuance of the Shares as a result of the exercise of the Options and the payment of the Subscription Price, the Shares.

IPO means the first underwritten public offering of whole or part of the equity securities of the Company, Genpact Global (Lux) or any successor entity of either of such companies.

Luxembourg means the Grand Duchy of Luxembourg.

Majority Shareholder means the majority shareholder of the Company being Genpact Global (Lux) or, as the case may be, any successor or transferee thereof.

Options means those options to subscribe for Shares of the Company issued from time to time by the Company to and vested in the Principal and transferable by the Principal to the Fiduciary, it being understood that one Option shall entitle its holder to subscribe for one Share of the Company.

Party or Parties means respectively the Principal or the Fiduciary, or the Principal and the Fiduciary.

Proceeds means any dividend payments as well as any other payments received by the Fiduciary from the Company in respect of the Shares and the Options.

Qualified Bank means a credit institution, which is authorised to act as a fiduciary agent (fiduciaire) in accordance with the Fiduciary Act 2003.

Shareholders Agreement means the amended and restated shareholders agreement dated as of 16 December 2005 between inter alia, the Company, Genpact Global (Lux) and the other shareholder parties thereto and which is Schedule 7 hereto, as such agreement may be further amended from time to time.

Shares means the Common Stock of the Company of a nominal value of USD 31 each.

Stock Option Agreement means the agreement between the Company and the Principal which defines the rights and obligation of the parties and which is Schedule 2 hereto.

Stock Purchase Agreement means the agreement between the Company and the Principal which sets forth certain transfer restrictions and which is Schedule 1 hereto.

Subsequent Fiduciary Assets means any Options (other than Options entrusted by the Principal to the Fiduciary as Initial Fiduciary Assets) entrusted by the Principal to the Fiduciary next to cash equal to the Subscription Price and, upon the issuance of the Shares as a result of the exercise of the Options and the payment of the Subscription Price, the Shares relating thereto.

Subscription Price means the price that has been set forth in the Stock Option Agreement with respect to any Principal, as applicable from time to time. The Subscription Price is payable upon the exercise of an Option.

Subsidiary of a person means any company or entity directly or indirectly controlled by such person, and for this purpose, “control” means the ability of such person, whether through ownership of shares or other ownership interests or through contractual or other arrangements, to hold a majority of voting rights at meetings of the board of directors, the shareholders or other governing bodies of such company or entity.

Taxes means any taxes, duties, levies or withholdings applied or to be applied by any jurisdiction or any subdivision thereof, regardless of whether an assessment notice or similar document has been issued or not.

USD means United States dollars.

1.2 Construction

(a) In this Agreement, unless the contrary intention appears, a reference to:

(i) an amendment includes a supplement, novation or re-enactment and amended is to be construed accordingly;

assets includes present and future properties, revenues and rights of every description;

an authorisation includes an authorisation, consent, approval, resolution, licence, exemption, filing, registration or notarisation;

a person includes any individual, company, unincorporated association or body of persons (including a partnership, joint venture or consortium), government, state, agency, international organisation or other entity;

a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, inter-governmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(ii) a provision of law is a reference to that provision as amended or re-enacted;

(iii) a person includes its successors, transferees and assignees;

(iv) this Agreement or another document is a reference to this Agreement or that other document as amended, novated or supplemented.

(b) The index to and the headings in this Agreement are for convenience only and are to be ignored in construing this Agreement.

2. FIDUCIARY ASSETS (ACTIF FIDUCIAIRE)

Subject to the terms of this Agreement, on the Commencement Date and upon the Principal having given notice to the Company of his or her intention to exercise any or all of the Principal’s Options at a later date, and/or any subsequent date, the Principal acting as fiduciant shall transfer to the Fiduciary acting as fiduciaire the Options and transfer the Subscription Price to the Fiduciary.

Upon such receipt and under the condition precedent that the Beneficial Owner and well-informed Investor Assessment Form (schedule 5) has been duly completed, the Fiduciary shall promptly (i) exercise all the Options so received, (ii) transfer the Subscription Price to an account of the Company designated to that effect and (iii) do all requisite corporate formalities which shall be required from a subscriber under Luxembourg company law and the articles of the Company so as to validly receive the Shares of the Company issued upon the exercise of the Options.

The Fiduciary will further receive from the Principal, from time to time, the Subsequent Fiduciary Assets.

The Fiduciary Assets will, by virtue of the Fiduciary Act 2003 to which this Agreement is subject and by which it is expressly governed, come into the legal ownership of the Fiduciary. The Fiduciary Assets shall constitute a fiduciary asset (actif fiduciaire), which in the books of the Qualified Bank will be kept separate from any and all of the other assets of the Fiduciary.

2.1 The Initial Fiduciary Assets shall be transferred to the Fiduciary, subject to the receipt by the Fiduciary of the following documents in form and substance reasonably satisfactory to it:

(a) a certified true copy of the passport of the Principal;

(b) the Identification of Beneficial Owner and Well-informed Investor Assessment Form duly completed; and

2.2 As from the day of transfer to the Fiduciary of the assets set out in Clause 2.1 above as well as the documents set out in Clause 2.2 above and subject to the instructions mentioned in Clause 3 below, the Principal will have transferred finally and irrevocably all legal rights, benefits and control of the Initial Fiduciary Assets to the Fiduciary for purposes of the present Agreement, so that the Principal shall, as a result, have surrendered all rights and control on the Initial Fiduciary Assets, and is irrevocably discharged of all of its obligations and liabilities in relation to the Initial Fiduciary Assets.

3. FIDUCIARY INSTRUCTIONS (PASSIF FIDUCIAIRE)

3.1 Subject to the terms of this Agreement, the Principal expressly, unconditionally and irrevocably, instructs the Fiduciary to act in accordance with the procedure set out in Clause 2.1 and to apply the same procedure likewise in respect of the Subsequent Fiduciary Assets, and to exercise its voting rights in its capacity of holder of the Shares in accordance with the terms of the articles of association of the Company as well as those of the Shareholders Agreement and the Stock Purchase Agreement. The Principal hereby irrevocably and unconditionally instructs the Fiduciary to vote the Shares in the same sense as the Majority Shareholder for so long as this Agreement shall be in effect.

The Principal expressly accepts and acknowledges that it assumes all the risks including for the avoidance of doubt commercial and financial risks in respect of the Shares and/or any revenues derived therefrom.

3.2 Upon convening notice being given by the Company to the Fiduciary, the Fiduciary shall promptly inform the Administrator of any shareholders meeting of the Company and communicate the meeting agenda to the Administrator within five Business Days as from the receipt by the Fiduciary of the convening notice. If the Fiduciary does not receive any convening notice from the Company, it will not be under any obligation to inform the Administrator.

3.3 The Fiduciary shall receive in case of splits or reverse splits or any other corporate matter or reorganisation including for the avoidance of doubt the allocation of shares for which no consideration has been paid, whether or not received as a dividend in kind, always only those Shares of the Company as shall be the result of such split, reverse split or effect of any other corporate matter or reorganisation. The Shares so held however transformed shall always be held by the Fiduciary for the benefit of the Principal in the relative proportions of the Options and the Subscription Price entrusted to the Fiduciary by the Principal.

In case of the receipt by the Fiduciary of dividends in cash or dividends in kind (other than additional free shares of the Company, i.e. in exchange of which no consideration has been paid), the Fiduciary shall transfer such cash or in kind dividends to the Principal in accordance with instructions to be received by the Fiduciary from the Administrator.

3.4 The Fiduciary incurs no other obligations by way of this Agreement other than those described in this Agreement. The Fiduciary shall not be obliged to take any measures other than those set out in this Agreement or recommended by usual diligence, nor shall the Fiduciary when performing its duties be expected to challenge any taxes or charges levied by the authority of a public body or to oppose a seizure, an order or other restrictions determined by judicial decision or by a public authority with respect to the Shares or payments in respect thereto, without prejudice for Clause 11 (a).

The execution of the fiduciary instructions set out in this Agreement by the Fiduciary shall under no circumstances imply approval or disapproval or any form of opinion as to the advisability, merits or legality of the actions requested by the Principal under such instruction.

4. NO PAYMENT IN RESPECT OF FIDUCIARY ASSETS

The Fiduciary shall not pay or transfer any Fiduciary Assets to any person except at the times and in the manner expressly provided for in this Agreement.

5. ADMINISTRATION

The interests of the Principal shall, vis-à-vis the Fiduciary, be represented by the Administrator.

In its dealing with the Principal, the Fiduciary may validly rely on information provided by the Administrator on behalf of the Principal.

When giving notification to the Principal, the Fiduciary may notify the Administrator only. The Administrator shall promptly communicate any such notification to the Principal.

6. TAXES AND EXPENSES

6.1 The Company shall after 10 (ten) Business Days notice, and upon due justification, indemnify the Fiduciary, its officers, employees and agents against any present or future claim or liability for taxes, levies, duties, fees, deductions, withholdings or other charges (except any taxes on the overall income of the Fiduciary) imposed in connection with the execution, delivery or performance by the Fiduciary of its obligations and exercise of its rights under this Agreement (and any agreement or document in connection herewith).

6.2 The Company shall after 10 (ten) Business Days notice, and upon due justification, reimburse the Fiduciary for all reasonable costs and expenses incurred by the Fiduciary, and any additional cost, and expenses incurred by reason of any change in applicable law, regulation or regulatory requirement (whether or not having the force of law) or in the interpretation thereof by any relevant authority charged with the administration thereof reserve, special deposit or similar requirements affecting the Fiduciary.

6.3 Except in the case of urgency or for conservatory measures, the Fiduciary will inform on a best effort basis the Administrator before incurring any expense in the context of this Clause 6.

6.4 All payments to be made by the Fiduciary under this Agreement shall be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty or charge of whatever nature incurred or levied by or on behalf of Luxembourg (or any political subdivision thereof or therein) or any authority thereof or therein except to the extent that the Fiduciary is compelled by law to make payment subject to such tax, duty or charge. If required by law to make such withholding or deduction, the Fiduciary shall withhold or deduct the minimum amount required by the relevant authorities and pay such amount to the relevant authorities within the time required by law. The Fiduciary shall notify the Administrator acting on behalf of the Principal of each withholding or deduction made in accordance with this Clause 6.

7. CHANGE OF FIDUCIARY, TERMINATION EVENT

7.1 The Fiduciary has the right upon giving not less than 60 (sixty) Business Days’ prior written notice to the Administrator to terminate the arrangements provided for by this Agreement on the date specified in such notice, in the case of change of law and/or regulations of Luxembourg or of any other jurisdiction, which would render the present transaction either illegal or create additional costs for the Fiduciary, and in the case where the Company does not indemnify the Fiduciary for such additional costs as provided for in Clause 13.

The Principal shall not be allowed to terminate this Agreement other than in case of an Exit or after an Exit.

In case of an Exit, this Agreement may be terminated by the Principal. Upon the receipt of a termination notice on or after an Exit the Fiduciary and the Principal shall enter into a share transfer agreement (a STA) in the form of Schedule 4 thereto and upon the execution thereof by the Fiduciary and the Principal and the receipt by the Fiduciary of an executed copy of the STA the share transfer shall be notified by the Fiduciary to the Company. Upon such notification to the Company the Principal shall forthwith be considered as the legal owner of the Shares of which he/she was the beneficial owner under this Agreement. In the event of any such change of fiduciaire under Clause 7.1, the Fiduciary shall assist the Principal to effect an orderly transition of the Fiduciary Assets, except that termination shall not take effect until another bank, which is a Qualified Bank, has been appointed. The Principal undertakes that the Administrator shall appoint another bank, which is a Qualified Bank, as fiduciary agent within 60 (sixty) business days as from the date specified in the notice given in accordance with clause 7.1

8. REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL

The Principal makes the representations and warranties set out in this Clause 8 to the Fiduciary.

8.1 Status

He/she is a well informed investor (investisseur avisé) within the meaning of the SICAR Act.

8.2 Powers and Authority and Capacity

He/she has the power and the authority to enter into and perform under this Agreement and the transaction contemplated by this Agreement.

8.3 Legality and Validity

This Agreement constitutes, or when executed in accordance with its terms will constitute, its legal, valid and binding obligation enforceable in accordance with its terms.

8.4 Compliance with Rules and Regulations

This Agreement and the transaction contemplated by this Agreement comply in all respects with all applicable laws, rules, regulations, interpretations, guidelines, procedures, and policies of applicable governmental and regulatory authorities affecting him/her and the performance of his/her obligations hereunder.

8.5 Non-Conflict

The entry into and performance by him/her of, and the transactions contemplated by, this Agreement do not and will not:

(a) conflict with his/her matrimonial status; or

(b) conflict with any document which is binding upon him/her or any of his/her assets; or

8.6 No Reliance

He/she is acting for his/her own account, and he/she has made his/her own independent decisions to enter into this Agreement and the transactions contemplated hereby (this Transaction) and as to whether this Transaction is appropriate or proper for him/her based upon his/her own judgement and upon advice from such tax, accounting, regulatory, legal and financial advisers as he/she has deemed necessary, and not upon any view expressed by the Fiduciary. He/she is not relying on any communication (written or oral) of the Fiduciary as investment advice or as a recommendation to enter into this Transaction; it being understood that information and explanations related to the terms and conditions of this Transaction shall not be considered investment advice or a recommendation to enter into this Transaction. No communication (written or oral) received from the Fiduciary shall be deemed to be an assurance or guarantee as to the expected results of this Transaction:

(a) He/she is capable of assessing the merits of the investment into Shares of the Company and this Transaction and understands and accepts, the terms, conditions and risks for him/her in relation to this Transaction. He/she is also capable of assuming, and assumes, the risks of this Transaction; and

(b) all governmental, regulatory and other consents and authorisations that are required by him/her with respect to this Transaction have been obtained and are in full force and effect, and all conditions of such consents and authorisations have been complied with.

8.7 Times for making representations and warranties

The representations and warranties made by each of the Principal and set out in this Clause 8 are made on the date of this Agreement and shall remain exact and valid for the whole duration of this Agreement.

9. REPRESENTATIONS AND WARRANTIES OF THE FIDUCIARY

The Fiduciary makes the representations and warranties set out in this Clause 9 to the Principal.

9.1 Status

It is a public limited company, duly incorporated and validly existing under the laws of Luxembourg.

9.2 Powers and Authority

It has the power to enter into and perform, and has taken all necessary action to authorise the entry into, performance and delivery of, this Agreement and the Transaction contemplated by this Agreement.

9.3 Legality and Validity

This Agreement constitutes, or when performed in accordance with its terms will constitute, its legal, valid and binding obligation enforceable in accordance with its terms.

9.4 Compliance with Rules and Regulations

This transaction will comply in all respects with all applicable laws, rules, regulations, interpretations, guidelines, procedures, and policies of applicable governmental and regulatory authorities affecting it and the performance of its obligations hereunder.

9.5 Non-conflict

The entry into and performance by it of, and the Transactions contemplated by, this Agreement do not and will not:

(a) conflict with its constitutional documents; or

(b) conflict with any document which is binding upon it or any of its assets.

9.7 Times for making Representations and Warranties

The representations and warranties made by the Fiduciary set out in this Clause 9 are made on the date of this Agreement and shall remain exact and valid for the whole duration of this Agreement.

10. UNDERTAKINGS OF THE PRINCIPAL

The Principal shall:

(a) promptly execute and do all such assurances, acts and things as the Fiduciary may reasonably require to protect the interests of the Fiduciary under this Agreement;

(b) not to do any acts, things or conclude any arrangements that would prejudice the position of the Fiduciary under this Agreement.

11. UNDERTAKINGS OF THE FIDUCIARY

The Fiduciary shall:

(a) ensure that the Fiduciary Assets are and will remain segregated from the Fiduciary’s own assets and in case of an insolvency of the Fiduciary and assimilated events, ensure that the Fiduciary Assets may not be seized or arrested by the Fiduciary’s creditors (other than those creditors having rights and entitlements as a result of this Agreement); and

(b) ensure that the Fiduciary remains a Qualified Bank.

12. DURATION

Other than in the case of change of fiduciary in accordance with Clause 7 hereof, this Agreement shall remain in force until the earlier to occur of (i) an Exit, (ii), upon (a) the Principal having ceased to be an employee of any Genpact entity and (b) the Shares held by the Fiduciary on behalf of the Principal having been transferred to the Company or a nominee of the Company whether or not in connection with the Company’s exercise of its call rights in accordance with the ESOP, and (iii) the termination of this Agreement by written agreement of the Parties and the Administrator.

13. INDEMNITIES

13.1 Nothing herein shall require the Fiduciary to take any action which, in the reasonable opinion of the Fiduciary, is not possible or would be in breach of any applicable law, regulation or operating norms, which the Fiduciary is required to comply with.

13.2 The Fiduciary will only have those duties which are set out in this Agreement and any other duties as are incidental thereto.

13.3 Subject to the provisions of Clause 6 and Clause 7, the Company shall indemnify the Fiduciary for all reasonable costs or expenses, including the fees and expenses of legal or other professional advisers, of defending any claim action or demand properly incurred and liabilities suffered by the Fiduciary or its agents in connection with this Agreement and any agreement or document in connection herewith, and the performance of its obligations hereunder.

13.4 The Fiduciary shall be discharged from any liability where it has acted in accordance with instructions from the Administrator (to the extent and only to the extent the instructions given by the Administrator on behalf of the Principal are not in breach with the terms of this Agreement and namely the voting instructions given to the Fiduciary as standing order under this Agreement) in the form of orders, requisitions, certificates or other documents notified to the Bank in accordance with Clause 20.

14. REMUNERATION

The Fiduciary is entitled to an annual commission as described in the attached fee letter (Schedule 6) (the Commission).

15. FIDUCIARY’S LIABILITY

The Fiduciary shall have no obligations and liabilities vis-à-vis the Principal, the Administrator and the Company, in its capacity as fiduciary agent in accordance respectively with this Agreement and the Fiduciary Act 2003, other than (i) to hold the Fiduciary Assets as provided for by Clause 2, (ii) to follow the instructions of the Administrator as provided for by this Agreement (to the extent and only to the extent the instructions given by the Administrator on behalf of the Principal are not in breach with the terms of this Agreement and namely the voting instructions given to the Fiduciary as standing order under this Agreement), (iii) to transfer the net Proceeds (if any) in respect of the Shares to the Principal in a rateable amount corresponding to the Shares held beneficially by him/her, (iv) to vote in respect of any ordinary and extraordinary shareholder resolution of the Company in the same sense than the majority shareholder of the Company (v) to act in accordance with the Shareholders Agreement and the Stock Purchase Agreement and (vi), upon the termination of this Agreement, to transfer the Fiduciary Assets in the form as they will be in at the day of transfer to the Principal in accordance with his/her beneficial shareholdings in the Company.

16. EVIDENCE AND CALCULATIONS

Any certification or determination by the Fiduciary under this Agreement is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

17. WAIVERS AND REMEDIES CUMULATIVE

The rights of the Parties under this Agreement:

(a) may be exercised as often as necessary;

(b) are cumulative and not exclusive of their rights under the general law; and may be waived only in writing and specifically.

Delay in exercising or non-exercising any such right is not a waiver of that right.

18. ASSIGNMENT

Only the Fiduciary shall be free to transfer at any time any interest in its rights and/or obligations under this Agreement to an affiliate of the Fiduciary or, upon the consent of the Administrator (such consent not to be unreasonably withheld or delayed), to a third party (the Transferee), provided that on the transfer date at the latest:

(a) the Transferee shall covenant by the execution of an instrument (the Transfer Instrument) in favour of the Principal, to be bound by the terms and conditions of this Agreement, as if it were a Party to this Agreement, and undertake to comply with all provisions hereof applicable to the Fiduciary; and

(b) the Transfer Instrument executed by the Transferee shall also contain a written declaration whereby it covenants that the representations and warranties set out in the above in Clause 9 are correct, complete and accurate, with respect to the Transferee, at the date of the transfer.

A merger, demerger or similar reorganisation of the Fiduciary, implying by applicable company law, a universal transfer of assets in continuation of the legal personality of the Fiduciary, including all rights and obligations under all agreement entered into by the Fiduciary, does not need be approved under the present Clause 18.

19. SEVERABILITY

If a provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect:

(a) the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; or

(b) the legality, validity or enforceability in other jurisdictions of that or any other provisions of this Agreement.

The Parties will endeavour to replace, within a period which shall not exceed 30 (thirty) Business Days of a court decision having declared the Agreement illegal, invalid and/or unenforceable, the relevant provision by a provision of similar effect that would be valid, legal and enforceable.

20. NOTICES

20.1 Giving of Notices

All notices or other communications under or in connection with this Agreement shall be given in writing during normal office hours of the recipient and, unless otherwise stated, may be made by letter, telex or facsimile. Any such notice will be deemed to be given as follows:

(a) if by letter, when delivered personally or ten calendar days after being deposited in the post, postage prepaid in an envelope addressed to the address set out in Clause 20.2 hereof;

(b) if by facsimile, when the transmission has been completed.

However, a notice given in accordance with the above but received on a day which is not a Business Day or after business hours in the place of receipt will only be deemed to be given on the next working day in that place.

Any notice or other communication given under or in connection with this Agreement shall be acknowledged by the recipient of the notice or communication, by way of returning a notice or communication acknowledging such receipt to the other Party, under the same form (i.e., letter, telex or facsimile) under which the notice or communication received has been made.

20.2 Addresses for Notices

(a) The address and facsimile number of the Principal for all notices under or in connection with this Agreement are:

Genpact US Holdings, Inc.

1251 Avenue of the Americas

New York, New York 10020

Fax: 001-646-823-0467

marked for the attention of: Corporate Secretary

or such other address as the Administrator may notify to the Fiduciary.

The address and facsimile number of the Fiduciary for all notices under or in connection with this Agreement are:

(b) Bank Sal. Oppenheim jr. & Cie. (Luxembourg) S.A.

4, rue Jean Monnet

L-2180 Luxembourg

Fax: + 352 / 22 15 22 - 690

marked for the attention of: Serge Weyland

or such other address as the Fiduciary may notify to the Administrator.

Genpact Global Holdings SICAR S. à r. l.

23, Avenue Monterery, L-2086 Luxembourg

Fax: +352 26 383 509

marked for the attention of: Bank Sal. Oppenheim jr. & Cie. (Luxembourg) S.A.

or such other address as the Company may notify to the Fiduciary.

21. LANGUAGE

21.1 Any notice given under or in connection with this Agreement shall be in English.

21.2 All other documents provided under or in connection with this Agreement shall be in English; or if not in English, accompanied by a certified English translation if requested by the other Party and, in this case, the English translation shall prevail unless the document is a statutory or other official document.

22. JURISDICTION AND GOVERNING LAW

This Agreement is governed by, and shall be construed in accordance with, the laws of Luxembourg and, in particular, the Fiduciary Act 2003 as it may be amended from time to time. Each Party irrevocably submits to the jurisdiction of the courts of the City of Luxembourg in any action or proceedings with regard to this Agreement or any instrument or instruction in connection herewith.

23. COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which when taken together shall constitute one agreement.

SIGNATORIES

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on 200 .



THE PRINCIPAL

By:

THE ADMINISTRATOR

By: Eileen S. Silvers

THE FIDUCIARY

Bank Sal. Oppenheim jr. & Cie. (Luxembourg) S.A.

By:	By:

Title:	Title :

THE COMPANY

By: Eileen S. Silvers

Title: Senior Vice President

SCHEDULE 1

STOCK PURCHASE AGREEMENT

SCHEDULE 2

STOCK OPTION AGREEMENT

SCHEDULE 3

SCHEDULE OF OPTIONS IN RESPECT OF THE PRINCIPAL

Options at an exercise price of $ .00 per share.

SCHEDULE 4

FORM OF SHARE TRANSFER AGREEMENT

THIS SHARE TRANSFER AGREEMENT (this Agreement), made and entered into as of [date], by and between:

(1) Name of Principal (the Transferee),

(the Transferor and the Transferee are collectively referred to as the Parties),

In the presence of:

(3) Genpact Global Holdings SICAR Sàrl, a limited liability company duly incorporated under the laws of Luxembourg, with registered office at 23, Avenue Monterey in L-2086 Luxembourg (the Company).

WHEREAS:

(A) The Transferor is the owner of [number] shares of the Company fully paid-up with nominal value of . (the Shares).

(B) The Transferor desires to sell the Shares to the Transferee, which desires to purchase the Shares from the Transferor under the terms and conditions hereinafter set forth.

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements herein contained, the Parties hereto hereby agree as follows:

1. SALE AND PURCHASE

Subject to the terms and conditions set forth in this Agreement, the Transferor transfers to the Transferee full ownership of the Shares including all rights and obligations, benefits and interests whatsoever attached thereto, and the Transferee accepts the transfer of the Shares in full including all rights (including dividend rights and interests) attached thereto and covenants to assume without any restrictions all rights and obligations arising from this Agreement and from the articles of association of the Company.

2. CONSIDERATION

The Transferor agrees upon termination of the Fiduciary Agreement dated [date] to transfer to the Transferee the Shares in consideration for the restitution of the Fiduciary Assets (as defined in the Fiduciary Agreement dated [date] between inter alia the Transferee and the Transferor).

3. TRANSFER OF THE SHARES

3.1 Date of the transfer of the Shares

The transfer of the Shares shall be effective on the date of this Agreement (the Transfer Date).

3.2 Transfer formalities

Subject to a shareholder meeting of the Company having approved the transfer from the Transferor to the Transferee , at the Transfer Date and with effect from the Transfer Date, the Transferor shall transfer the legal ownership of the Shares to the Transferee and for that purpose, the Parties shall promptly after the execution of this Agreement, register or cause to be registered the transfer of the Shares from the Transferor to the Transferee in the share register of the Company.

In accordance with the law on commercial companies dated 10 August 1915, as amended, and article 1690 of the Civil Code, the Parties hereby jointly empower any lawyer or employee of Allen & Overy Luxembourg, in order to make the transfer enforceable vis-à-vis the Company and to proceed to the entry of the Transferee into the share register of the Company.

The Transferee acknowledges being aware of the financial situation of the Company and accepts the transfer of the legal ownership of the Shares as of the Transfer Date in consideration for the restitution of the Fiduciary Assets (as defined in the Fiduciary Agreement dated [date] between inter alia the Transferee and the Transferor).

This agreement entails transfer of all rights, risks and obligations from the Transferor to the Transferee effective as of the Transfer Date

4. GENERAL

4.1 Expenses

The Company shall bear any costs relating to the preparation or execution of this Agreement, and all matters incidental thereto.

It is formally agreed, in the event that the share transfer is subject to any indirect tax whatsoever, or any incidental cost, or any duty levied in connection thereto, that any such tax, cost or duty shall be exclusively borne by the Transferee.

4.2 Applicable Law

The validity, construction and performance of this Agreement shall be governed by and construed in accordance with the laws of the Grand-Duchy of Luxembourg.

4.3 Dispute

Any dispute arising from this Agreement shall be submitted exclusively to the courts of the Grand-Duchy of Luxembourg.

4.4 Effect of Headings

The headings of sections and subsections of this Agreement are to facilitate reference only, do not form a part of this Agreement and shall not in any way affect the interpretation thereof.

4.5 Modifications

No oral explanation or oral information by any of the Parties hereto shall alter the meaning or interpretation of this Agreement. No amendment or change thereof or addition thereto shall be effective or binding on any of the Parties unless set forth in writing and duly executed by the Parties.

4.6 Non-Waiver

The waiver, express or implied, by any of the Parties of any right under this Agreement or of any failure to perform or breach thereof by the other Party shall neither constitute nor be deemed to constitute a waiver of any other right thereunder or of any claims or remedies available under applicable law in respect of any other failure to perform or breach hereof by such other Party, whether of a similar or dissimilar nature thereto.

The Parties and the Company hereto have executed this Agreement in three original copies on . Each party acknowledges having received one original copy of this Agreement.

The Transferor


By:
Title:


The Transferee
[ ]

The Company hereby acknowledges and accepts the transfer of the Shares from the Transferor to the Transferee and agrees to hold a shareholder meeting to the effect of authorising the Transfer of the Shares from the Transferor to the Transferee.


The Company
Genpact Global Holdings SICAR Sàrl
By:
Title:

SCHEDULE 5

IDENTIFICATION OF BENEFICIAL OWNER AND WELL-INFORMED INVESTOR

ASSESSMENT FORM

SCHEDULE 6

FEE LETTER

SCHEDULE 7

SHAREHOLDERS AGREEMENT

Exhibit 10.14

GECIS GLOBAL HOLDINGS
2005 STOCK OPTION PLAN

STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT (the “Agreement”), dated as of July 26, 2005 (the “Date of Grant”), is made by and between Gecis Global Holdings SICAR, a Societé à Responsabilité Limitée organized as a Societé d’Investissement en Capitol à Risque under the laws of the Grand Duchy of Luxembourg (the “Company”), and Pramod P. Bhasin (“Participant”).

RECITALS:

WHEREAS, the Company has adopted the Gecis Global Holdings 2005 Stock Option Plan (the “Plan”), pursuant to which options may be granted to purchase the common stock of the Company (the “Shares”); and

WHEREAS, the Company has entered into an employment agreement (the “Employment Agreement”) with Participant dated as of the date hereof to which this Agreement is attached as Exhibit A; and

WHEREAS, the Committee has determined that it is in the best interests of the Company and its shareholders to grant to Participant an option to purchase that number of Shares provided for herein in partial compensation for Participant’s employment, under the terms of the Employment Agreement, with the Company.

NOW, THEREFORE, for and in consideration of the premises and the covenants of the parties contained in this Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:

1. Grant of Option. Subject to the terms and conditions of the Plan and the additional terms and conditions set forth in this Agreement, the Company hereby grants on the Date of Grant to Participant an option (the “Option”) to purchase 17,500 Shares (such shares, the “Option Shares”). To the extent the Option is granted to a United States taxpayer, the Option shall be treated as a Nonqualified Stock Option.

2. Option Subject to Plan; Requirement to Enter into Other Agreements.

(a) By entering into this Agreement, Participant agrees and acknowledges that Participant has received and read a copy of the Plan and the Shareholders Agreement, agrees to be bound by all the terms and provisions of the Plan and the Shareholders Agreement, and has executed, and returned with a signed copy of this Agreement, the Joinder Agreement attached hereto as Exhibit C.

(b) The Plan is hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan. The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon Participant and his legal representative in respect of any questions arising under the Plan or this Agreement. In the event of a conflict between any term or provision contained herein and any terms or provisions of the Plan, the applicable terms and provisions of this Agreement will govern and prevail.

(c) Prior to the first public offering of the Shares on any national securities exchange or inter dealer quotation system (an “IPO”), Participant shall not be permitted to exercise the Option (or any portion thereof) unless (i) immediately prior to such exercise (or at such earlier time as the Company may require) Participant shall have become a party to the Fiduciary Agreement and (ii) in connection with such exercise, signed and returned the Stock Purchase Agreement attached hereto as Exhibit D.

3. Terms and Conditions.

(a) Option Price. The price at which Participant shall be entitled to purchase the Option Shares upon the exercise of all or any portion of the Option shall be U.S.$623.00 per Option Share.

(i) Regular Vesting. Subject to Participant’s continued employment or service with the Company or an Affiliate and except as may otherwise be provided herein, the Option shall become vested and exercisable as to five percent (5%) of the Option Shares on the date which is three months following the “Vesting Commencement Date” (as defined below) and shall thereafter become vested and exercisable as to an additional 5% of the Option Shares on the last day of each subsequent three-month period, such that the Option shall be 100% vested and exercisable as of the fifth anniversary of the Vesting Commencement Date. For purposes of this Agreement, the “Vesting Commencement Date” shall mean January 1, 2005.

(ii) Special Vesting Upon Certain Terminations of Employment. In the event of the termination of Participant’s employment (A) on account of Participant’s death or by the Company or any Affiliate on account of “Disability” (as defined in the Employment Agreement), the Option shall become vested and exercisable on the date of such termination as to that number of additional Option Shares, if any, that

would have vested if Participant had remained employed by the Company or any Affiliate for an additional period of 12 months following the date of such termination or (B) by the Company without “Cause” (as defined in the Employment Agreement) or by Participant for “Good Reason” (as defined in the Employment Agreement), the Option shall become shall vested and exercisable on the date of such termination as to that number of additional Option Shares, if any, that would have vested if (x) in the case of any such termination on or prior to December 31, 2006, Participant had remained employed by the Company or any Affiliate for an additional period of 24 months following the date of such termination, or (y) in the case of any such termination on or after January 1, 2007, as if Participant had remained employed by the Company or any Affiliate for an additional period of 12 months following the date of such termination.

(iii) Change in Control Vesting. Subject to the Participant’s continued employment or service with the Company or an Affiliate, upon the occurrence of a Change in Control, the Option shall become vested and exercisable with respect to 100% of the Option Shares.

(iv) Methods of Exercise. Following the IPO, the Option may be exercised only by written notice, substantially in the form attached hereto as Exhibit A (or a successor form provided by the Committee), delivered to the Company in person or by mail in accordance with Section 4(a) hereof and accompanied by payment therefor in accordance with Section 3(c)(v) hereof. Prior to the IPO, the Option may be exercised only by (A) Participant transferring the Option (or the portion thereof that is being exercised) to the Fiduciary in accordance with the Fiduciary Agreement, (B) Participant delivering to the Fiduciary written notice substantially in the form attached hereto as Exhibit B (or a successor form provided by the Committee), delivered in person or by mail in accordance with Section 4(a) hereof and accompanied by payment therefor, and (C) payment to the Company of the aggregate exercise price by Participant in accordance with Section 3(c)(v) hereof. Following exercise of the Option (or any portion thereof) by the Fiduciary, the Company shall as soon as practicable deliver Shares in respect of such exercised Option (or portion thereof) to the Fiduciary to be held for the benefit of Participant and such Shares shall be delivered to Participant only at such time as the Company is no longer a Societé à Responsabilité Limitée organized under the laws of the Grand Duchy of Luxembourg (or, if deemed necessary by the Company, on such later date on which the Company ceases to be a Societé d’Investissement en Capital à Risque organized under the laws of the Grand Duchy of Luxembourg).

(v) Payment of Purchase Price. The purchase price of the Option Shares shall be paid by Participant (A) in cash or by check, wire transfer or other manner agreed by the Company and/or (B) at any time following an IPO, (x) in Shares having a Fair Market Value at the time the Option is exercised equal to the aggregate exercise price of the Option or portion thereof being exercised (including by means of attestation of ownership of a sufficient number of Shares in lieu of actual delivery of such shares to the Company); provided, that, such Shares have been held by Participant for the period (if any) required to avoid a compensation expense to the Company’s financial statements or (y) by delivering to the Committee a copy of irrevocable instructions to a stockbroker to deliver promptly to the Company the proceeds

of the sale of the Shares subject to the Option or portion thereof being exercised, sufficient to pay the aggregate exercise price of the Option or portion thereof being exercised. Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in the manner described in clause (B) of the preceding sentence if the Committee determines that exercising an Option in such manner would violate any applicable law or the applicable rules and regulations of any securities exchange or inter dealer quotation system on which the securities of the Company or any Affiliates are listed or traded.

(d) Effect of Termination of Employment on the Option.

(i) Termination due to Death, by the Company due to Disability or without Cause, or by Participant for Good Reason. If Participant’s employment or services with the Company and its Affiliates terminates on account of Participant’s death, by the Company or any Affiliate without Cause or on account of Disability or by Participant for Good Reason, the unvested portion of the Option shall expire on the date of termination and the vested portion of the Option shall remain exercisable by Participant through the earlier of (A) the expiration of the Option Period or (B) three years following the date of termination.

(ii) Termination by Participant without Good Reason. If Participant’s employment or services with the Company and its Affiliates is terminated by Participant other than for Good Reason, the unvested portion of the Option shall expire on the date of termination and the vested portion of the Option shall remain exercisable by Participant through the earlier of (A) the expiration of the Option Period or (B) ninety (90) days following the date of termination.

(iii) Termination for Cause. If Participant’s employment or services with the Company and its Affiliates is terminated by the Company or any Affiliate for Cause, both the unvested and the vested portions of the Option shall terminate on the date of such termination.

(f) Transferability. Except as specifically provided in Section 3(c)(iv) and this Section 3(f), the Option shall not be transferable by Participant other than by will or the laws of descent and distribution. Following an IPO, the Option may be transferred by Participant without consideration, to (i) any person who is a “family member” of Participant’s as such term is used in the instructions to Form S-8

(collectively, the “Immediate Family Members”); (ii) a trust solely for the benefit of Participant and his Immediate Family Members; or (iii) any other transferee as may be approved by the Committee in its sole discretion (collectively, the “Permitted Transferees”); provided, that, Participant gives the Committee advance written notice describing the terms and conditions of the proposed transfer; and provided, further, that the restrictions upon any portion of the Option transferred in accordance with this Section 3(f) shall apply to the Permitted Transferee and any reference in this Agreement to Participant shall be deemed to refer to the Permitted Transferee, except that the consequences of the termination of Participant’s employment by, or services to, the Company under the terms of this Agreement shall continue to be applied with respect to the Permitted Transferee to the extent, and for the periods, specified in this Agreement. Any transfer of the Option in contravention of the terms and conditions of this Section 3(f) shall be null and void.

(g) Rights as Shareholder. If the Option (or portion thereof) is exercised following the IPO, Participant shall not be deemed for any purpose to be the owner of any Shares subject to the Option unless, until and to the extent that (i) the Option shall have been exercised pursuant to its terms, (ii) the Company shall have issued and delivered to Participant the Option Shares, and (iii) Participant’s name shall have been entered as a shareholder with respect to such Option Shares on the books of the Company. If the Option (or portion thereof) is exercised prior to the IPO, any Option Shares for which the Option is exercised shall be issued and delivered to the Fiduciary, the Fiduciary’s name shall be entered as the holder of such Option Shares on the books of the Company, such Option Shares shall be voted in accordance with the Fiduciary Agreement, and the Fiduciary shall hold such Option Shares (and any dividends relating to such Option Shares that are paid in Shares) for the benefit of Participant until such time as the Company is no longer a Societé à Responsabilité Limitée organized under the laws of the Grand Duchy of Luxembourg (or, if deemed necessary by the Company, on such later date on which the Company ceases to be a Societé d’Investissement en Capital à Risque organized under the laws of the Grand Duchy of Luxembourg).

(h) Required Withholding. Upon exercise of the Option, Participant must pay in the form of a check or cash or other cash equivalents to the Company any such additional amount as the Company determines that it is required to withhold under applicable laws in respect of the exercise of Option Shares by Participant or by the Fiduciary on behalf of Participant; provided that Participant may satisfy such withholding obligation by (i) authorizing the Company to withhold from the Option Shares otherwise issuable to Participant one or more of such Option Shares having an aggregate Fair Market Value, determined as of the date the withholding tax obligation arises, equal to the amount of the total withholding tax obligation; provided, however, that, the number of Option Shares so withheld shall not have an aggregate Fair Market Value in excess of the minimum required withholding obligation with respect to Participant, (ii) Participant or the Fiduciary, as applicable delivering to the Company previously acquired Shares (none of which Shares may be subject to any claim, lien, security interest, community property right or other right of spouses or present or former family members, pledge, option, voting agreement (other than the Fiduciary Agreement)

or other restriction or encumbrance of any nature other than those specified in the Stock Purchase Agreement, and which Shares must have been held by Participant or the Fiduciary, as applicable, for the period (if any) necessary to avoid a compensation expense to the Company’s financial statements) having an aggregate Fair Market Value, determined as of the date the withholding tax obligation arises, less than or equal to the amount of the total withholding tax obligation, or (iii) if permitted by the Committee in its sole discretion, any other method described in Section 8(d) of the Plan.

4. Miscellaneous.

(a) Notices. All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail (or the equivalent thereof in India), return receipt requested, telecopier, courier service or personal delivery:

if to the Company:

Gecis Global Holdings SICAR
65 boulevard Grande-Duchesse Charlotte
L-1331 Luxembourg
Attn: Secretary

if to Participant, at Participant’s last known address on file with the Company;

if to the Fiduciary, at the address set forth in the Fiduciary Agreement.

(g) Modifications.

(i) Subject to clause (ii) below, no change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto.

(ii) If any payments of money, delivery of Shares, other securities or benefits due to Participant hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments, delivery of Shares, other securities or benefits shall be deferred if deferral will make such payment, delivery of shares or other benefits compliant under Section 409A of the Code, otherwise such payment, delivery of Shares, other securities or benefits shall be restructured, to the extent possible, in a manner, determined by the Company and reasonably acceptable to Participant, that does not cause such an accelerated or additional tax.

(o) Data Protection.

(i) In order to facilitate Participant’s participation in the Plan and the administration of the Option, it will be necessary for the Company (or its Affiliates or payroll administrators) to collect, hold and process certain personal

information about Participant (including, without limitation, Participant’s name, home address, telephone number, date of birth, nationality and job title and details of the Option and other options and Shares held by Participant). Participant consents to the Company (or its Affiliates or payroll administrators) collecting, holding and processing Participant’s personal data and transferring this data (in electronic or other form) to third parties (collectively, the “Data Recipients”) insofar as is reasonably necessary to implement, administer and manage the Plan and the Option. Participant authorizes the Data Recipients to receive, possess, use, retain and transfer the data for the purposes of implementing, administering and managing the Plan and the Option.

(ii) The Data Recipients will treat Participant’s personal data as private and confidential and will not disclose such data for purposes other than the management and administration of the Plan and the Option and will take reasonable measures to keep Participant’s personal data private, confidential, accurate and current.

(iii) Participant understands that Participant may, at any time, view his personal data, require any necessary corrections to it or withdraw the consents herein in writing by contacting the Company but acknowledges that without the use of such data it may not be practicable for the Company to administer Participant’s involvement in the Plan in a timely fashion or at all and this may be detrimental to the Executive and may result in the possible exclusion of Participant from continued participation with respect to this Option or any future awards under the Plan.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day first written above.

GECIS GLOBAL HOLDINGS SICAR

By:	/s/ Eileen S. Silvers
	Name:	Eileen S. Silvers
	Title:	SVP, Taxes and Corporate Affairs


PARTICIPANT

/s/ Pramod P. Bhasin
Pramod P. Bhasin

Exhibit A

NOTICE OF OPTION EXERCISE

PURSUANT TO THE GECIS GLOBAL HOLDINGS
2005 STOCK OPTION PLAN

To exercise your option (the “Option”) to purchase common stock (“Shares”) of Gecis Global Holdings SICAR (the “Company”), please fill out this form and return it to the Secretary of the Company, together with a check in the amount of the exercise price due, which is the product of the number of Shares with respect to which you are exercising the Option and the per share exercise price. You are not required to exercise the Option with respect to all Shares thereunder. You also must include in the check (or provide a separate check for) the amount of any required withholding due in connection with your exercise, unless you otherwise arrange for the payment of such withholding taxes through one of the procedures set forth in Section 3(h) of your Stock Option Agreement or through any other procedure permitted by the Committee administering the Gecis Global Holdings 2005 Stock Option Plan.

I hereby exercise my right to purchase Shares under the Option pursuant to the Stock Option Agreement between myself and the Company, dated as of July 26, 2005. I am vested in the Option as to the Shares being purchased hereunder. I have enclosed a check to the Company covering the exercise price of U.S.$ .

With respect to the satisfaction of the applicable withholding taxes, I hereby:

deliver a check to the Company in the amount of required withholding of U.S.$ .

authorize the Company to withhold a portion of the Shares otherwise issuable to me under the exercised Option so as to satisfy the applicable withholding tax obligation in accordance with the procedures set forth in Section 3(h)(i) of my Stock Option Agreement.

(Please contact the office of the Secretary of the Company to determine the amount of any required withholding.)

	Signature:

	Printed Name:

	Social Security Number:

	Date:

A-1

Exhibit B

NOTICE OF OPTION TRANSFER AND INSTRUCTION TO EXERCISE OPTION

PURSUANT TO THE GECIS GLOBAL HOLDINGS
2005 STOCK OPTION PLAN

To exercise your option (the “Option”) to purchase common stock (“Shares”) of Gecis Global Holdings SICAR (the “Company”), please fill out this form and return one copy to each of (i) MeesPierson Intertrust (Luxembourg) S.A (the “Fiduciary”) and (ii) the Secretary of the Company. You must also provide the Company with a check in the amount of the exercise price due, which is the product of the number of Shares with respect to which you are requesting that the Option be exercised and the per share exercise price. The Option need not be exercised with respect to all Shares thereunder. You also must include in the check (or provide a separate check for) the amount of any required withholding due in connection with your exercise, unless you otherwise arrange for the payment of such withholding taxes through one of the procedures set forth in Section 3(h) of your Stock Option Agreement or through any other procedure permitted by the Committee administering the Gecis Global Holdings 2005 Stock Option Plan.

I hereby transfer my Option (or the applicable portion thereof) to the Fiduciary and instruct the Fiduciary to exercise such Option (or portion thereof) to purchase Shares pursuant to the Stock Option Agreement between myself and the Company, dated as of July 26, 2005. I am vested in the Option as to the Shares being purchased hereunder. I have enclosed a check to the Company covering the exercise price of U.S.$ .

With respect to the satisfaction of the applicable withholding taxes, I hereby:

deliver a check to the Company in the amount of required withholding of U.S.$ .

(Please contact the office of the Secretary of the Company to determine the amount of any required withholding.)

	Signature:

	Printed Name:

	Social Security Number:

	Date:

B-1

Exhibit 10.15

EXECUTION COPY

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of July 26, 2005, with effect from January 1, 2005 (the “Effective Date”), by and among Gecis Global Holdings SICAR, a Societé à Responsabilité Limitée organized as a Societé d’lnvestissement en Capital à Risque under the laws of the Grand Duchy of Luxembourg (“Gecis Global”) and Gecis International Holdings, a Societé à Responsabilité Limitée under the laws of the Grand Duchy of Luxembourg and wholly-owned subsidiary of Gecis Global (“Gecis International” and together with Gecis Global, the “Company”) and Pramod P. Bhasin (the “Executive”, and together with the Company, the “Parties”).

WITNESSETH:

A. The Company desires to employ the Executive, and the Executive desires to be employed by the Company, on the terms and conditions set forth in this Agreement.

B. The Executive acknowledges that (i) the Executive’s employment with the Company will provide the Executive with trade secrets of, and confidential information concerning, the Company and (ii) the covenants contained in this Agreement are essential to protect the business and goodwill of the Company.

Accordingly, in consideration of the premises and the respective covenants and agreements of the Parties set forth below, and intending to be legally bound hereby, the Parties agree as follows:

Section 1. Employment. The Company hereby employs the Executive, and the Executive hereby accepts such employment, on the terms and conditions set forth in this Agreement.

Section 2. Term. This Agreement shall be effective for a period commencing on the Effective Date and ending on the date this Agreement and the Executive’s employment hereunder are terminated in accordance with the provisions of Section 8 (such period, the “Term”).

Section 3. Duties, Authority, Status and Responsibilities.

(a) The Executive shall serve as Chief Executive Officer of both Gecis Global and Gecis International, as a member of the board of directors of Gecis Global (the “Board”), as Chief Executive Officer of Gecis Global (Lux), and in such other positions as the Board may from time to time reasonably determine, subject at all times to the direction, supervision and authority of the Board. The Executive’s duties shall include such duties as the Board may from time to time reasonably assign.

(b) During the Term and except as otherwise agreed by the Company, the Executive shall devote the Executive’s full employable time, attention and best efforts to the business affairs of the Company (except during vacations or illness) and will not actively engage in outside activities, whether or not such activity is pursued for gain, profit or other pecuniary advantage unless such activity (and the amount thereof) is approved by the Board; provided, however, the Executive may devote time to personal investments, philanthropic service or other personal matters without obtaining such Board approval. In addition to the other titles and responsibilities described in this Section 3, if requested by the Board, the Executive shall serve (without additional compensation) during the Term as an officer of any subsidiary of the Gecis Global or Gecis International.

Section 4. Cash Compensation.

(a) Base Salary. During the Term, the Executive shall receive an annual base salary (the “Base Salary”) of not less than U.S.$567,500. The Base Salary shall be payable in accordance with the customary payroll practices of the Company for salaried employees in the United States. The Board, or a committee thereof, shall review the Executive’s Base Salary on an annual basis.

(b) Annual Bonus. During the Term, the Executive shall be eligible to receive an annual cash bonus (the “Annual Bonus”) in respect of each full or partial fiscal year of Gecis Global ending during the Term (a “Fiscal Year” which, as of the Effective Date, is the period January 1 through December 31), with such Annual Bonus to equal 120% of Base Salary for such Fiscal Year, subject to the attainment of such performance targets as are established by the Board, or a committee thereof, for such Fiscal Year. Any such Annual Bonus shall be paid to the Executive at such time as other senior executives are paid their annual cash bonuses, but in any event no later than March 15 of the Fiscal Year following the Fiscal Year to which such Annual Bonus relates.

(i) The Executive shall be entitled to receive a retention bonus (the “Retention Bonus”) of up to U.S.$5,000,000 payable upon one or more “Payment Events” (as defined in Section 4(c)(ii) below). The amount of the Retention Bonus to be paid on a Payment Event shall be computed as follows, but shall in no event be less than U.S.$0:

X = (1) the product of A times B (2) multiplied by, in the
case of a Payment Event described in Section 4(c)(ii)(D)
only, C (3) less, in the case of any Payment Event, D where

X = the amount of the Retention Bonus payable on a Payment Event;

A = U.S.$5,000,000 less the excess, if any, of (1) U.S.$11,000,000 over (2) the “Fair Market Value” (as defined in the Gecis Global Holdings 2005 Stock Option Plan (the “Plan”)) determined as of the date of the Payment Event of 17,500 shares of the common stock of Gecis Global (the “Common Stock”), as such number of shares shall be adjusted to reflect any changes in the outstanding Common Stock or in the capital structure of the Company by reason of stock or extraordinary cash dividends, stock splits, reverse stock splits, recapitalizations, reorganizations, mergers, consolidations, separations, combinations, exchanges, or other relevant corporate transactions or changes in capitalization;

B = the “Vested Percentage” (as defined in Section 4(c)(iii) below) as of the Payment Date;

C = the sum of (i) percentage of shares of Common Stock currently being sold or otherwise disposed of by the “Investor Group” (as defined in Section 4(c)(ii) below) or member(s) thereof and (ii) the percentage of shares of Common Stock previously sold or otherwise disposed of in the aggregate by the Investor Group or member(s) thereof; and

D = the aggregate amount of the Retention Bonus paid on all prior Payment Events.

In the event that on any Payment Event other than the Payment Event described in Section 4(c)(ii)(C) below, the Vested Percentage is not equal to 100%, the Executive shall continue to vest in the unpaid portion of the Retention Bonus, if any, following such Payment Event in accordance with the vesting schedule set forth in Section 4(c)(iii) below, and on each subsequently occurring Payment Event such unpaid portion of the Retention Bonus shall be paid, to the extent then vested, until paid in full.

(ii) For purposes of the foregoing, the term “Payment Event” shall mean any of the following: (A) January 1, 2010, (B) the occurrence of a “Change in Control” (as defined in the Plan), (C) the termination of the Executive’s employment hereunder, or (D) a sale or other disposition by any member(s) of the Investor Group, other than to a member of the Investor Group or any affiliate thereof, of any number of shares of Common Stock; provided, however, that the event described in subclause (D) shall only constitute a Payment Event if such event is a permissible distribution event under Section 409A of the U.S. Internal Revenue Code of 1986, as amended and any regulations or other guidance issued thereunder (“Section 409A”). For purposes of the foregoing, “Investor Group” shall mean General Atlantic Partners (Bermuda) L.P. and Oak Hill Capital Partners (Bermuda), L.P.

(iii) Subject to the Executive’s continued employment with the Company at the end of the applicable three-month period, the “Vested Percentage” shall equal 5% on the date which is three months following the Effective Date and shall be increased by an additional 5% on the last day of each subsequent three-month period, such that the Vesting Percentage shall equal 100% on the fifth anniversary of the Effective Date, provided, however, that, (A) in the event of the Executive’s termination pursuant to Sections 8(a) or 8(b), the Vested Percentage shall be calculated as if the Executive remained employed for an additional period of 12 months following such termination, (B) in the event of the Executive’s termination pursuant to Section 8(d), the Vested Percentage shall be calculated (x) in the case of any such termination prior to January 1, 2007, as if the Executive remained employed for an additional period of 24 months following such termination, or (y) in the case of any such termination after December 31, 2006, as if the Executive remained employed for an additional period of 12 months following such termination, (C) in the event of a Change in Control (other than a Change in Control that involves the direct or indirect acquisition of Gecis Global for consideration other than cash (whether as a result of a sale or other disposition or a merger) if the Executive continues to be the chief executive officer of the combined entity), the Vested Percentage shall be 100%, and (D) in the event of the Executive’s termination pursuant to Sections 8(a), 8(b) or 8(d) following a Change in Control that involves the direct or indirect acquisition of Gecis Global for consideration other than cash (whether as a result of a sale or other disposition or a merger), the Vested Percentage shall be 100%.

(iv) The Retention Bonus shall be paid at the Company’s election in cash, Common Stock or any combination thereof as soon as reasonably practicable following the Payment Event, but in no event later than five business days following the Payment Event. To the extent the Retention Bonus is paid in shares of Common Stock which are not at the time freely tradable on an established securities market, Executive shall have the right to direct the Company to withhold a portion of those shares in satisfaction of all applicable withholding taxes. For purposes of such withholding tax obligation, the withheld shares shall be valued at their Fair Market Value as of the date such withholding tax obligation arises, and in no event shall the withheld shares have an aggregate Fair Market Value in excess of the minimum required tax withholding obligation with respect to the share issuance.

(v) Notwithstanding any of the foregoing, in no event shall the Executive receive any unpaid portion of the Retention Bonus if his employment is terminated by the Company with Cause prior to, or in connection with, a Payment Event.

Section 5. Equity Compensation.

(a) Initial Option Grants. On the date hereof, the Executive shall be granted an option to purchase 17,500 shares of Common Stock in accordance with the terms of the Plan and the Stock Option Agreement attached as Exhibit A hereto and an option to purchase 2,500 shares of Common Stock in accordance with the terms of the Plan and the Stock Option Agreement attached as Exhibit B hereto.

(b) Future Option Grants. The Executive will also be eligible for additional option grants under the Plan or any successor thereto on and after January 1,2006; provided, that the making of any such grants, and the terms and conditions applicable thereto, shall be determined by the Board (or the appropriate committee thereof) in its sole discretion.

(c) Right to Purchase. In connection with the execution of this Agreement, the Executive shall have the right to purchase 535.045 interests of Gecis Management Investors, LLC at the per interest price of U.S.$l,869.00 for a total purchase price of U.S.$1,000,000.

Section 6. Expenses. During the Term, the Executive shall be entitled to receive prompt reimbursement for all travel and business expenses reasonably incurred and accounted for by the Executive (in accordance with the policies and procedures established from time to time by the Company) in performing services hereunder.

Section 7. Other Benefits.

(a) Employee Benefits, Fringe Benefits and Perquisites. During the Term, the Executive shall be able to participate in employee benefit plans and perquisite and fringe benefit programs on a basis no less favorable than such benefits and perquisites are provided by the Company from time to time to the Company’s other senior executives. In addition, the Executive shall receive reimbursement (of up to U.S. $200,000 per Fiscal Year) for the actual costs for such Fiscal Year of (i) the Executive’s lease, maintenance and utilities (including telephone) payments related to his primary residence; (ii) tuition and related education expenses for the Executive’s children; provided, that, in no event shall the Executive be entitled to any payment pursuant to this Section 7(a)(ii) for education expenses for a child after such child has enrolled in a post-secondary educational institution; and (iii) the Executive’s expenses related to his automobile and driver.

(b) Special Pension Benefit. Following the Executive’s termination of employment with the Company for any reason, the Executive shall be eligible to receive from the Company, a special pension benefit of U.S.$190,000 per year, which benefit shall be payable on the same terms and conditions (with respect to the benefit commencement date, the form of payment and any reduction of such pension benefit for early retirement) as the benefit accrued by the Executive under the General Electric Company Pension Plan, as amended and restated as of July 1, 2003 (the “GE Plan”). In no event shall the special pension benefits payable hereunder be reduced by any amounts otherwise payable to the Executive under the GE Plan. The Executive’s rights to this special pension benefit shall be solely those of an unsecured general creditor of the Company, and nothing herein shall be deemed to give the Executive any right to particular assets of the Company or to require the Company to establish a fund or trust for the benefit of the Executive or otherwise set aside assets for his benefit.

(c) Vacations. The Executive shall be entitled to four (4) weeks paid vacation during each year of the Term. The Executive shall also be entitled to all paid holidays and personal days given by the Company to its senior executives.

(d) Relocation. If the Executive relocates his residence at the request of the Company during the Term, the Company shall, consistent with its relocation policies, reimburse the Executive for the cost of relocating himself and his immediate family.

(e) Indemnification. The Company and its successors and/or assigns, will indemnify and defend the Executive to the fullest extent permitted by applicable law of the jurisdiction in which the Company is incorporated and the organizational documents of the Company with respect to any claims that may be brought against the Executive arising out of any action taken or not taken in the Executive’s capacity as an officer or director of the Company or any affiliate. In addition, the Executive shall be covered, in respect of the Executive’s activities as a director and officer of the Company or any affiliate, by the Company’s Directors and Officers liability policy or other comparable policies obtained by the Company’s successors, to the fullest extent permitted by such policies. The Company’s indemnification obligations under this Section 7(e) shall remain in effect following the Executive’s termination of employment with the Company.

Section 8. Termination. The Executive’s employment hereunder may be terminated under the following circumstances:

(a) Death. The Executive’s employment hereunder shall terminate upon the Executive’s death. Upon any termination of the Executive’s employment hereunder as a result of this Section 8(a), the Executive’s estate shall be entitled to receive (i) his Base Salary through the date of termination, (ii) any earned but unpaid Annual Bonus for any Fiscal Year preceding the Fiscal Year in which the termination occurs, (iii) a pro-rata amount of the Annual Bonus for the Fiscal Year in which the termination occurs, (iv) the dollar value of all accrued and unused vacation based upon the Executive’s most recent level of Base Salary and (v) any vested but unpaid portion of the Retention Bonus, including the portion which vests upon such termination of employment. All other benefits, if any, due to the Executive’s estate following the Executive’s termination due to death shall be determined in accordance with the plans, policies and practices of the Company; provided, however, that the Executive (or his estate, as the case may be) shall not participate in any severance plan, policy or program of the Company. The Executive’s estate shall not accrue any additional compensation (including any Base Salary or Annual Bonus) or other benefits under this Agreement following such termination of employment.

(b) Disability. The Company may terminate the Executive’s employment hereunder for Disability. “Disability” shall mean the Executive’s inability, due to physical or mental incapacity, to substantially perform the Executive’s duties and responsibilities under this Agreement for a period of 180 consecutive days. In conjunction with determining Disability for purposes of this Agreement, the Executive

hereby (i) consents to any such examinations which are relevant to a determination of whether the Executive is mentally and/or physically disabled and (ii) agrees to furnish such medical information as may be reasonably requested. Upon any termination of the Executive’s employment hereunder pursuant to this Section 8(b), the Executive shall be entitled to receive (A) his Base Salary through the date of termination, (B) any earned but unpaid Annual Bonus for any Fiscal Year preceding the Fiscal Year in which the termination occurs, (C) a pro-rata amount of the Annual Bonus for the Fiscal Year in which the termination occurs, (D) the dollar value of all accrued and unused vacation based upon the Executive’s most recent level of Base Salary and (E) any vested but unpaid portion of the Retention Bonus, including the portion which vests upon such termination of employment. All other benefits, if any, due to the Executive following the Executive’s termination by the Company for Disability shall be determined in accordance with the plans, policies and practices of the Company; provided, however, that the Executive shall not participate in any severance plan, policy or program of the Company. The Executive shall not accrue any additional compensation (including any Base Salary or Annual Bonus) or other benefits under this Agreement following such termination of employment.

(c) Termination for Cause; Voluntary Termination. At any time during the Term, (i) the Company may terminate the Executive’s employment hereunder for “Cause” (as defined below) by written notice, specifying the grounds for Cause in reasonable detail, and (ii) the Executive may terminate his employment hereunder “voluntarily” (that is, other than by death, Disability or for Good Reason, in accordance with Section 8(a), 8(b) or 8(d)). “Cause” shall mean: (A) any conviction by a court of, or entry of a pleading of guilty or nolo contendre by the Executive with respect to, a felony or any lesser crime involving moral turpitude or a material element of which is fraud or dishonesty; (B) the Executive’s willful dishonesty of a substantial nature towards the Company and any of its subsidiaries; (C) the Executive’s material breach of this Agreement, which breach is not cured by the Executive to the reasonable satisfaction of the Company within 30 business days of the date the Company delivers written notice of such breach to the Executive; or (D) the Executive’s material, knowing and intentional failure to comply with material applicable laws with respect to the execution of the Company’s and its subsidiaries’ business operations, including, without limitation, a knowing and intentional failure to comply with the Prevention of Corruption Act of India, 1988 or the Foreign Corrupt Practices Act 1977 of the US Congress, as amended; provided, that if all of the following conditions exist, there will be a presumption that the Executive has acted in accordance with such applicable laws; the Executive is following, in good faith, the written advice of counsel, such counsel having been approved by the Board as outside counsel to the Company for regulatory and compliance matters, in the form of a legal memorandum or a written legal opinion, and the Executive has, in good faith, provided to such counsel all accurate and truthful facts necessary for such counsel to render such legal memorandum or written legal opinion.

Upon the termination of the Executive’s employment hereunder pursuant to this Section 8(c) by the Company for Cause, the Executive shall be entitled to receive (i) his Base Salary through the date of termination, (ii) any earned but unpaid Annual Bonus for any Fiscal Year preceding the Fiscal Year in which the termination occurs, and

(iii) the dollar value of all accrued and unused vacation based upon the Executive’s most recent level of Base Salary. The Executive shall not accrue any additional compensation (including any Base Salary or Annual Bonus) or other benefits under this Agreement following such termination of employment.

Upon the termination of the Executive’s employment hereunder pursuant to this Section 8(c) due to the Executive’s voluntary termination, the Executive shall be entitled to receive (i) his Base Salary through the date of termination, (ii) any earned but unpaid Annual Bonus for any Fiscal Year preceding the Fiscal Year in which the termination occurs, (iii) a pro-rata amount of the Annual Bonus for the Fiscal Year in which the termination occurs (but only if the applicable performance target for the entirety of such Fiscal Year is achieved), (iv) the dollar value of all accrued and unused vacation based upon the Executive’s most recent level of Base Salary and (v) any vested but unpaid portion of the Retention Bonus. The Executive shall not accrue any additional compensation (including any Base Salary or Annual Bonus) or other benefits under this Agreement following such termination of employment.

All other benefits, if any, due to the Executive following Executive’s termination of employment for Cause or due to voluntary termination pursuant to this Section 8(c) shall be determined in accordance with the plans, policies and practices of the Company; provided, however, that Executive shall not participate in any severance plan, policy or program of the Company.

(d) Termination for Good Reason or Without Cause. At any time during the Term, (i) the Executive may terminate the Executive’s employment hereunder for “Good Reason” (as defined below) and (ii) the Company may terminate the Executive’s employment hereunder without Cause (and other than for death or Disability). “Good Reason” shall mean the occurrence, without the Executive’s prior written consent, of any of the following events: (A) a reduction in the nature or scope of the Executive’s authority or duties from those contemplated by this Agreement; (B) a reduction in the then current Base Salary, target Annual Bonus or fringe benefits specific to the Executive; or (C) causing or requiring the Executive to report to any person other than the Board; provided, however, that any such event described in (A), (B) or (C) above shall not constitute Good Reason unless and until the Executive shall have provided the Company with notice of such event and the Company shall have failed to remedy such event within 30 days of receipt of such notice.

Upon the termination of the Executive’s employment hereunder pursuant to this Section 8(d), the Executive shall receive within five days following termination, a lump sum payment in an amount equal to (i) the sum of (A) any earned but unpaid Base Salary through the date of termination, (B) any earned but unpaid Bonus for any Fiscal Year preceding the Fiscal Year in which the termination occurs, (C) a pro-rata amount of the Annual Bonus for the Fiscal Year in which the termination occurs, (D) the dollar value of all accrued and unused vacation based upon the Executive’s most recent level of Base Salary and (E) any vested but unpaid portion of the Retention Bonus, including the portion which vests upon such termination of employment., plus (ii) the sum of (A) two times the Executive’s Base Salary (at the rate then in effect) and (B) two times the

Annual Bonus the Executive received for the Fiscal Year preceding the Fiscal Year in which the termination occurs. In addition, the Company shall continue to provide, at the Company’s cost, health benefits to the Executive and his spouse and other eligible dependents at the same level of coverage and benefits as is provided to U.S.-based senior executives of the Company for the two-year period following the date of the Executive’s termination; provided, that the Company’s obligation to provide any such health benefits shall cease with respect to each such health benefit at the time Executive and his spouse and other eligible dependents become eligible for such health benefits from another employer. To the extent that the provision of health benefits is not permissible after termination of employment under the terms of the benefit plans of the Company then in effect, the Company shall pay to the Executive such amount as is necessary to provide Executive, after tax, with an amount equal to the cost of acquiring, for Executive and his spouse and other eligible dependents, on a non-group basis, for the required period, those health benefits that would otherwise be lost to Executive and his spouse and other eligible dependents as a result of Executive’s termination. All other benefits, if any, due Executive following a termination pursuant to this Section 8(d) shall be determined in accordance with the plans, policies and practices of the Company; provided, however, that Executive shall not participate in any severance plan, policy or program of the Company. The Executive shall not accrue any additional compensation (including any Base Salary or Annual Bonus) or other benefits under this Agreement following such termination of employment.

(e) Execution of Release of All Claims. Notwithstanding any other provision of this Agreement to the contrary, the Executive acknowledges and agrees that any and all payments and benefits to which the Executive is entitled under this Section 8 are conditional upon, and subject to, the Executive’s execution of a mutual release and waiver of claims in the form attached hereto as Exhibit C.

(f) Notice of Termination. Any purported termination of employment by the Company or the Executive shall be communicated by a written Notice of Termination to the Executive or the Company, respectively, delivered in accordance with Section 10(e) hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in the Agreement relied upon, the date of termination, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of employment under the provision so indicated. The date of termination of the Executive’s employment shall be the date so stated in the Notice of Termination, which date, in the event of a termination initiated by the Executive or by the Company pursuant to Section 8(d) shall be no less than 30 days following the delivery of a Notice of Termination or in the event of a termination initiated by the Executive pursuant to Section 8(c) shall be no less than 30 days following the delivery of a Notice of Termination; provided, however, that in the case of a termination for Cause by the Company, the date of termination shall be the date the Notice of Termination is delivered in accordance with Section 8(c).

Section 9. Restrictive Covenants.

(a) Noncompetition. In consideration of the payments by the Company to the Executive pursuant to this Agreement, the Executive hereby covenants and agrees that, during the Term and for the one-year period following the date of the Executive’s termination for any reason, the Executive shall not, without the prior written consent of the Company, engage in “Competition” (as defined below) with Gecis Global, Gecis International or any of their respective affiliates or subsidiaries (collectively, the “Company Group”). For purposes of this Agreement, if the Executive takes any of the following actions he shall be engaged in “Competition:” engaging in or carrying on, directly or indirectly, any enterprise, whether as an advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant to any of the five entities listed on the competitor list attached as Exhibit D hereto, or any successor of any such entity, which competitor list may be amended annually by the Board, or a committee thereof, to add or delete entities from such list provided that in no event shall the number of entities named on such list exceed five. Notwithstanding the foregoing, “Competition” shall not include the passive ownership of securities in any entity listed on Exhibit D and exercise of rights appurtenant thereto, so long as such securities represent no more than two percent (2%) of the voting power of all securities of such enterprise.

(b) Nonsolicitation: No-Hire. In further consideration of the payments by the Company to the Executive pursuant to this Agreement, the Executive hereby covenants and agrees that, during the Term and for the two-year period following the date of the Executive’s termination for any reason, the Executive shall not knowingly (i) attempt to influence, persuade or induce, or assist any other person in so influencing, persuading or inducing, any employee or independent contractor of the Company Group to give up, or to not commence, employment or a business relationship with the Company Group, (ii) unless otherwise in contravention of applicable law, directly, or indirectly through direction to any third party, hire or engage, or cause to be hired or engaged, any person who is or was an employee or independent contractor of the Company Group, or (iii) attempt to influence, persuade or induce, or assist any other person in so influencing, persuading or inducing, any agent, consultant, vendor, supplier or customer of the Company Group to give up or not commence, a business relationship with the Company Group.

(c) Confidential Information. The Executive acknowledges that the Company Group has a legitimate and continuing proprietary interest in the protection of its confidential information and that it has invested substantial sums and will continue to invest substantial sums to develop, maintain and protect such confidential information. During the Term and at all times thereafter, the Executive shall not, except with the written consent of the Company or in connection with carrying out the Executive’s duties or responsibilities hereunder, furnish or make accessible to anyone or use for the Executive’s own benefit any trade secrets, confidential or proprietary information of the Company Group, including its business plans, marketing plans, strategies, systems, programs, methods, employee lists, computer programs, insurance profiles and client lists; provided, that such protected information shall not include information known to the public or otherwise in the public domain without violation by

the Executive of this Section 10(c). Notwithstanding the foregoing, the Executive may disclose Confidential Information when required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of the Company Group or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order the Executive to divulge, disclose or make accessible such information; provided, further, that in the event that Executive is ordered by a court or other government agency to disclose any Confidential Information, the Executive shall (i) promptly notify the Company of such order, (ii) at the written request of the Company, diligently contest such order at the sole expense of the Company as expenses occur, and (iii) at the written request of the Company, seek to obtain, at the sole expense of the Company, such confidential treatment as may be available under applicable laws for any information disclosed under such order.

(d) Property of the Company. All memoranda, notes, lists, records and other documents or papers (and all copies thereof) relating to the Company Group, whether written or stored on electronic media, made or compiled by or on behalf of the Executive in the course of the Executive’s employment, or made available to the Executive in the course of the Executive’s employment, relating to the Company Group, or to any entity which may hereafter become an affiliate thereof, but excluding the Executive’s personal effects, Rolodexes and similar items, shall be the property of the Company, and shall, except as otherwise agreed by the Company in writing, be delivered to the Company promptly upon the termination of the Executive’s employment with the Company for any reason or at any other time upon request.

(e) Developments the Property of the Company. All discoveries, inventions, ideas, technology, formulas, designs, software, programs, algorithms, products, systems, applications, processes, procedures, methods and improvements and enhancements conceived, developed or otherwise made or created or produced by the Executive alone or with others, at any time during his employment with the Company, and in any way relating to the business activities which are the same as or substantially similar to business activities carried on by the Company Group or being definitely planned by the Company Group (the “Business”), or the products or services of the Company Group, whether or not subject to patent, copyright or other protection and whether or not reduced to tangible form (“Developments”), shall be the sole and exclusive property of the Company. The Executive agrees to, and hereby does, assign to the Company, without any further consideration, all of the Executive’s right, title and interest throughout the world in and to all Developments. The Executive agrees that all such Developments that are copyrightable may constitute works made for hire under the copyright laws of the United States and, as such, acknowledges that the Company or one of the members of the Company Group, as the case may be, is the author of such Developments and owns all of the rights comprised in the copyright of such Developments and the Executive hereby assigns to the Company without any further consideration all of the rights comprised in the copyright and other proprietary rights the Executive may have in any such Development to the extent that it might not be considered a work made for hire. The Executive shall make and maintain adequate and current written records of all Developments and shall disclose all Developments

promptly, fully and in writing to the Company promptly after development of the same, and at any time upon request.

(f) Enforcement. The Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Sections 9(a), (b), (c) and (d) herein would be inadequate and, in recognition of this fact, the Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available, In addition, the Company shall be entitled to immediately cease paying any amounts remaining due or providing any benefits to the Executive pursuant to Section 8 in the event that the Executive has violated any provision of Section 9(a) or has materially breached any of his obligations under Sections 9(b), (c), (d) and (e) of this Agreement. The Executive understands that the provisions of Sections 9(a) and 9(b) may limit his ability to earn a livelihood in a business similar to the Business but he nevertheless agrees and hereby acknowledges that (i) such provisions do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the Company, (ii) such provisions contain reasonable limitations as to time and scope of activity to be restrained, (iii) such provisions are not harmful to the general public, (iv) such provisions are not unduly burdensome to Executive, and (v) the consideration provided hereunder is sufficient to compensate Executive for the restrictions contained in Sections 9(a) and 9(b). In consideration of the foregoing and in light of Executive’s education, skills and abilities, Executive agrees that he shall not assert that, and it should not be considered that, any provisions of Sections 9(a) and 9(b) otherwise are void, voidable or unenforceable or should be voided or held unenforceable. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in Sections 9(a) and 9(b) to be reasonable, if a judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein

Section 10. Miscellaneous.

(a) Executive’s and Company’s Representations. The Executive hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by Executive does not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he is bound; (ii) the Executive is not a party to or bound by an employment agreement, non-compete agreement or confidentiality agreement with any other person or entity which would interfere in any material respect with the performance of his duties hereunder; provided,

however, that the Executive is currently bound by a confidentiality agreement with General Electric Corporation which the Parties hereby agree will not materially interfere with the performance of Executive’s duties hereunder; and (iii) Executive shall not use any confidential information or trade secrets of any person or party other than the Company and its subsidiaries in connection with the performance of his duties hereunder. The Company represents and warrants that it is fully authorized and empowered to enter into this Agreement, that the Agreement has been duly authorized by all necessary corporate action, that the performance of its obligations under this Agreement will not violate any agreement between it and any other person, firm or organization.

(b) Mitigation. The Executive shall have no duty to mitigate his damages by seeking other employment and, should the Executive actually receive compensation from any such other employment, the payments required hereunder shall not be reduced or offset by any other compensation except as specifically provided herein.

(i) No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in a writing signed by the Executive and an officer of the Company (other than the Executive) duly authorized by the Board to execute such amendment, waiver or discharge. No waiver by either Party at any time of any breach of the other Party of, or compliance with, any condition or provision of this Agreement to be performed by such other Party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

(ii) Notwithstanding any other provision of this Agreement to the contrary, the Company shall modify the time and/or form of payment under any “Applicable Arrangement” (as defined below) if and to the extent that the Company or the Executive determines such modification to be necessary or advisable to avoid the imposition on the Executive of the additional taxes imposed on certain nonqualified deferred compensation arrangements pursuant to Section 409A. In making any such modification to an Applicable Arrangement, the determination by the Company or the Executive must be made in good faith, be based on advice of counsel and be designed, in the Company’s sole judgment, to fulfill as closely as possible the Company’s original commitment to the Executive under the Applicable Arrangement without regard to Section 409A without increasing the Company’s costs under the Applicable Arrangement. No modification shall be made by the Company without prior written notice to the Executive. For this purpose, “Applicable Arrangements” shall mean the Retention Bonus and Special Pension Benefit, referred to in Sections 4(c) and 7(b) respectively and, following an IPO, any severance payments under Section 8.

(d) Successors and Assigns. This Agreement shall be binding on and inure to the benefit of the successors and assigns of the Company

(e) Notice. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, if delivered by overnight courier service, if sent by facsimile transmission or if mailed by registered mail, return receipt requested, postage prepaid, addressed to the respective addresses or sent via facsimile to the respective facsimile numbers, as the case may be, as set forth below, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt; provided, however, that (i) notices sent by personal delivery or overnight courier shall be deemed given when delivered; (ii) notices sent by facsimile transmission shall be deemed given upon the sender’s receipt of confirmation of complete transmission, and (iii) notices sent by registered mail shall be deemed given two days after the date of deposit in the mail.

If to the Executive, to such address as shall most currently appear on the records of the Company.

If to the Company, to:

Gecis Global Holdings SICAR
65 boulevard Grande-Duchesse Charlotte
L-1331 Luxembourg
Attn: Secretary

(f) GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY PERFORMED WITHIN THAT STATE, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS OF ANY JURISDICTION WHICH WOULD CAUSE THE APPLICATION OF ANY LAW OTHER THAN THAT OF THE STATE OF NEW YORK. ANY ACTION TO ENFORCE THIS AGREEMENT AND/OR THE EXHIBITS HERETO (OTHER THAN AN ACTION WHICH MUST BE BROUGHT BY ARBITRATION PURSUANT TO SECTION 10(h)) MUST BE BROUGHT IN, AND THE PARTIES HEREBY CONSENT TO THE JURISDICTION OF, A COURT SITUATED IN NEW YORK COUNTY, NEW YORK. EACH PARTY HEREBY WAIVES THE RIGHTS TO CLAIM THAT ANY SUCH COURT IS AN INCONVENIENT FORUM FOR THE RESOLUTION OF ANY SUCH ACTION.

(g) JURY TRIAL WAIVER. THE PARTIES EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO A JURY TRIAL IN THE EVENT ANY ACTION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR EXECUTIVE’S EMPLOYMENT WITH THE COMPANY IS LITIGATED OR HEARD IN ANY COURT.

(h) Arbitration. Any dispute, controversy or other claim, other than disputes, controversies or claims relating to Section 9 (which disputes, controversies or claims shall be litigated in court in accordance with the provisions of Sections 9(f) and

10(f) hereof), arising out of or relating to (i) this Agreement, or (ii) the Executive’s employment with the Company shall be resolved by binding confidential arbitration before a single arbitrator, to be held in New York City, New York in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

(i) Assignment. The Executive may not assign his rights or interests under this Agreement. This Agreement may not be assigned by the Company other than to an entity (i) which, directly or indirectly controls, is controlled by or is under common control with the Company, or which is a successor in interest to substantially all of the business operations of the Company, and (ii) which assumes in writing or by operation of law, at the time of the assignment, the Company’s obligation to perform this Agreement.

(j) Severability of Invalid or Unenforceable Provisions. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

(k) Entire Agreement. This Agreement sets forth the entire agreement of the Parties in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written in respect of the subject matter contained herein.

(l) Withholding Taxes. The Company shall be entitled to withhold from any payment due to the Executive hereunder any amounts required to be withheld by applicable tax laws or regulations.

(m) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties have executed this Employment Agreement as of the date first above written.

GECIS GLOBAL HOLDINGS SICAR


By:	/s/ Eileen S. Silvers
	Name:	Eileen S. Silvers
	Title:	SVP, Taxes & Corporate Affairs


GECIS INTERNATIONAL HOLDINGS


By:	/s/ Eileen S. Silvers
	Name:	Eileen S. Silvers
	Title:	SVP, Taxes & Corporate Affairs

EXECUTIVE

By:	/s/ Pramod Bhasin
	Pramod Bhasin

Exhibit B to Employment Agreement

GECIS GLOBAL HOLDINGS
2005 STOCK OPTION PLAN

STOCK OPTION AGREEMENT

EXHIBIT C

GENERAL RELEASE
AND COVENANT NOT TO SUE

TO ALL WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW that:

Pramod P. Bhasin (“Executive”), on Executive’s own behalf and on behalf of Executive’s descendants, dependents, heirs, executors and administrators and permitted assigns, past and present, in consideration for the amounts payable and benefits to be provided to Executive under that Employment Agreement dated as of July 26, 2005 (the “Employment Agreement”) by and among Executive, Gecis Global Holdings, a Societé à Responsabilité Limitée organized as a Societé d’ Investissement en Capital à Risque under the laws of the Grand Duchy of Luxembourg (“Gecis Global”) and Gecis International Holdings SICAR, a Societé à Responsabilité Limitée under the laws of the Grand Duchy of Luxembourg and wholly-owned subsidiary of Gecis Global (“Gecis International” and together with Gecis Global, the “Company”) does hereby covenant not to sue or pursue any litigation against, and waives, releases and discharges the Company, its assigns, affiliates, subsidiaries, parents, predecessors and successors, and the past and present shareholders, employees, officers, directors, representatives and agents of any of them (collectively, the “Company Group”), from any and all claims, demands, rights, judgments, defenses, actions, charges or causes of action whatsoever, of any and every kind and description, whether known or unknown, accrued or not accrued, that Executive ever had, now has or shall or may have or assert as of the date of this Release and Covenant Not to Sue against the Company Group relating to his employment with the Company or the termination thereof or his service as an officer or director of any subsidiary or affiliate of the Company or the termination of such service, including, without limiting the generality of the foregoing, any claims, demands, rights, judgments, defenses, actions, charges or causes of action related to employment or termination of employment or that arise out of or relate in any way to the Age Discrimination in Employment Act of 1967 (“ADEA,” a law that prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974 (“ERISA”), and the Family and Medical Leave Act, all as amended, and other Federal, state and local laws relating to discrimination on the basis of age, sex or other protected class, all claims under Federal, state or local laws for express or implied breach of contract, wrongful discharge, defamation, intentional infliction of emotional distress, and any related claims for attorneys’ fees and costs; provided, however, that nothing herein shall release the Company from any of its obligations to Executive under the Employment Agreement (including, without limitation, its obligation to pay the amounts and provide the benefits upon which this Release and Covenant Not to Sue is conditioned) or any rights Executive may have to indemnification under any charter or by-laws (or similar documents) of any member of the Company Group or any insurance coverage under any directors and officers insurance or similar policies or any benefits vested and accrued as of the date hereof which Executive has under any ERISA benefit plan.

The Company Group does hereby covenant not to sue or pursue any litigation against, and waives, releases and discharges Executive and Executive’s descendants,

dependents, heirs, executors and administrators and assigns, past and present (collectively, the “Executive Group”), from any and all claims, demands, rights, judgments, defenses, actions, charges or causes of action whatsoever, of any and every kind and description, whether known or unknown, accrued or not accrued, that the Company Group ever had, now have or shall or may have or assert as of the date of this Release and Covenant Not to Sue against any member of the Executive Group relating to his employment with the Company or the termination thereof or his service as an officer or director of any subsidiary or affiliate of the Company or the termination of such service, (collectively, “Claims”); provided, however, that (i) nothing herein shall release Executive from any of Executive’s obligations and covenants under Sections 9 or 10 of the Employment Agreement, and (ii) nothing herein shall release the Executive Group from any Claims (A) which are based upon any acts or omissions of Executive that involve fraud or (B) which were not known to the non-employee members of the Company’s board of directors on the date hereof.

The parties hereto agree that this Release and Covenant Not to Sue may be pleaded as a full defense to any action, suit or other proceeding covered by the terms hereof that is or may be initiated, prosecuted or maintained by any such party or his or its heirs or assigns. Executive understands and confirms that Executive is executing this Release and Covenant Not to Sue voluntarily and knowingly, but that this Release and Covenant Not to Sue does not affect Executive’s right to claim otherwise under ADEA. In addition, Executive shall not be precluded by this Release and Covenant Not to Sue from filing a charge with any relevant Federal, state or local administrative agency, but Executive agrees to waive Executive’s rights with respect to any monetary or other financial relief arising from any such administrative proceeding.

In furtherance of, and solely to the extent provided by, the agreements set forth above, the parties hereby expressly waive and relinquish any and all rights under any applicable statute, doctrine or principle of law restricting the right of any person to release claims that such person does not know or suspect to exist at the time of executing a release, which claims, if known, may have materially affected such person’s decision to give such a release. In connection with such waiver and relinquishment, the parties acknowledge that they are aware that they may hereafter discover claims presently unknown or unsuspected, or facts in addition to or different from those that they now know or believe to be true, with respect to the matters released herein. Nevertheless, it is the intention of the parties to fully, finally and forever release all such matters, and all claims relating thereto, that now exist, may exist or theretofore have existed, as specifically provided herein. The parties hereto acknowledge and agree that this waiver shall be an essential and material term of the releases contained above. Nothing in this paragraph is intended to expand the scope of the releases as specified herein.

This Release and Covenant Not to Sue shall be governed by and construed in accordance with the laws of the State of New York.

To the extent that Executive is forty (40) years of age or older, this paragraph shall apply. Executive acknowledges that Executive has been offered a period of time of at least twenty-one (21) days to consider whether to sign this Release and Covenant Not to Sue and the Company agrees that Executive may cancel this Release and Covenant Not to Sue at any time during the seven (7) days following the date on which this Release and Covenant Not to Sue has been signed by all parties to this Release and Covenant Not to Sue. In order to cancel or

revoke this Release and Covenant Not to Sue, Executive must deliver to the General Counsel of the Company written notice stating that Executive is canceling or revoking this Release and Covenant Not to Sue. If this Release and Covenant Not to Sue is timely cancelled or revoked, none of the provisions of this Release and Covenant Not to Sue shall be effective or enforceable by any party and the Company shall not be obligated to make the payments to Executive or to provide Executive with the other benefits described in the Employment Agreement and all contracts and provisions modified, relinquished or rescinded hereunder shall be reinstated to the extent in effect immediately prior hereto.

Executive hereby agrees not to defame or disparage any member of the Company Group or any executive, manager, director, or officer of any member of the Company Group in any medium to any person without limitation in time. The Company hereby agrees that its board of directors, the members of the Company Group and the executives, managers and officers of the members of the Company Group shall not defame or disparage Executive in any medium to any person without limitation in time. Notwithstanding this provision, either party may confer in confidence with his or its legal representatives and make truthful statements as required by law.

The parties acknowledge and agree that they have entered into this Release and Covenant Not to Sue knowingly and willingly and have had ample opportunity to consider the terms and provisions of this Release and Covenant Not to Sue.

IN WITNESS WHEREOF, the parties hereto have caused this General Release and Covenant Not to Sue to be executed on this day of , .

	GECIS GLOBAL HOLDINGS SICAR


	By:
	Its:


	GECIS INTERNATIONAL HOLDINGS


	By:
	Its:


	EXECUTIVE


	Pramod P. Bhasin

EXHIBIT D

Competitor List

Exhibit 10.16

PWRW&G LLP 02/10/05

September 21, 2005

Mr. V. N. Tyagarajan
248 Fox Meadow Road
Scarsdale, New York 10583

Dear Tiger:

We are pleased to enter into this letter agreement (the “Agreement”) with you, effective on February 7, 2005, prescribing the terms and conditions of your employment with GECIS Global Holdings (“GECIS Global”) and GECIS International Holdings, a wholly-owned subsidiary of GECIS Global (“GECIS International”). In this Agreement we refer to GECIS Global and GECIS International together as the “Company”.

1. Term. Your employment and this Agreement commenced on February 7, 2005 and will continue until terminated in accordance with Section 8 (the “Term”).

2. Duties and Title. You will serve as Executive Vice President of Global Sales and Marketing for the Company and will devote your full employable time, attention and best efforts to the business affairs of the Company (except during vacations or illness).

3. Base Salary. You will receive an annual base salary (the “Base Salary”) of not less than $300,000 payable in accordance with the customary payroll practices of the Company for salaried employees.

4. Bonus. You will be eligible to receive an annual bonus (the “Bonus”) for each full or partial fiscal year of the Company ending during the Term based on the Company’s attainment of performance targets established by the Board of Directors of GECIS Global (the “Board”) for each fiscal year. The current fiscal year is the calendar year. Your target bonus is 100% of Base Salary and your maximum bonus is $500,000. The Bonus will be paid to you when annual bonuses are typically paid to other senior executives of the Company, but in all events by March 15^th of the year following the year to which the Bonus relates.

5. Equity Compensation. As soon as practicable, you will be granted stock options (“Options”) to purchase 5000 shares of common stock of GECIS Global, subject to the terms and conditions of an equity award plan to be adopted by GECIS Global (the “Equity Award Plan”), and a stock option agreement which will evidence such grant. In addition, beginning in February 2006, the Board in its sole discretion may award you additional Options.

6. Benefits. You will be entitled to participate in employee benefit plans and perquisite and fringe benefit programs on a basis no less favorable than those benefits and perquisites provided from time to time to the Company’s other senior executives.

7. Vacation and Automobile. You are entitled to four (4) weeks paid vacation during each year of the Term. The Company will provide you or otherwise make available to you, at the Company’s expense, an automobile to be used by you in connection with Company business in accordance with the Company’s policy regarding automobiles.

8. Termination; Non-Compete. Your employment with the Company may be terminated pursuant to this Section 8. In addition, to the payments provided in this Section 8, following any termination, you will be entitled to all other benefits, if any, due you in accordance with the plans, policies and practices of the Company but you will not at any time participate in any severance plan, policy or program of the Company.

(a) Death or Disability. Upon your death during the Term, your estate will be entitled to receive any unpaid Base Salary through the date of your death and any earned but unpaid Bonus. If during the Term, the Company determines that you are unable, due to physical or mental incapacity, to substantially perform your duties and responsibilities to the Company for a period of 180 consecutive days, the Company may terminate your employment on account of “Disability.” If you are terminated by the Company on account of your Disability you will be entitled to receive your Base Salary through the date of termination and any earned but unpaid Bonus.

(b) Termination for Cause. The Company may terminate your employment for “Cause” as defined below. If the Company terminates you for Cause you will be entitled to any Base Salary you have earned but that has not yet been paid to you on the date of termination. If you are terminated for Cause you agree that for one year following your termination, you will not engage in or carry on, directly or indirectly, any enterprise, whether as an advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant for or on behalf of any of the entities listed on the competitor list attached as Exhibit A.

For purposes of this Agreement, “Cause” means: (A) your conviction by a court of, or entry of a pleading of guilty or nolo contendre, of a felony or any lesser crime a material element of which is fraud or dishonesty; (B) your willful dishonesty of a substantial nature towards the Company and any of its subsidiaries; (C) your material breach of this Agreement, (D) your use of alcohol or drugs which demonstrably interferes with your performance of your duties to the Company or (E) your material, knowing and intentional failure to comply with applicable laws with respect to the execution of the Company’s and its subsidiaries’ business operations, including, without limitation, a knowing and intentional failure to comply with the Prevention of Corruption Act of India, 1988 or the Foreign Corrupt Practices Act 1977 of the US Congress, each as amended.

(c) Termination by the Company Without Cause. The Company may terminate your employment without Cause (and other than for death or Disability). If you are terminated by the Company without Cause you will be entitled to severance in a paid 30 days following your termination in a lump sum cash payment equal to 50% of your Base Salary, as in effect on the date of your termination. You will also be entitled to any earned but unpaid Base Salary through the date of termination and any earned but

unpaid Bonus through the date of termination. If you are terminated by the Company without Cause, you agree that for the six months period following your termination, you will not engage in or carry on, directly or indirectly, any enterprise, whether as an advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant, for or on behalf of any of the entities listed on the competitor list attached as Exhibit A. On and following February 7, 2012, the terms of Exhibit A will be reevaluated and if necessary, re-defined by mutual agreement between you and the Company.

(d) Termination By You. If you terminate your employment for any reason (e.g. resignation or retirement), you will be entitled to any Base Salary you have earned but that has not yet been paid to you as of your termination date. Following such a termination and for twelve months thereafter, you agree that you will not engage in or carry on, directly or indirectly, any enterprise, whether as an advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant to any of the entities listed on the competitor list attached as Exhibit A.

(e) In General. You will have no duty to mitigate damages by seeking other employment following your termination and, should you actually receive compensation from any such other employment, the payments required by this Agreement will not be reduced or offset by any other compensation.

9. Non-Solicitation. By signing this Agreement you are also agree that for thirty-six months following your termination of employment you will not (i) directly or indirectly solicit any person who is on the date of your termination an employee or independent contractor of the Company, (ii) attempt to influence, persuade or induce, or assist any other person in so influencing, persuading or inducing, any entity that is on the date of your termination a client or customer of the Company to give up or not commence, a business relationship with the Company or (iii) directly or indirectly solicit for business or corporate opportunity any entity that is on the date of your termination a client or customer of the Company.

10. Other Provisions.

(a) Nondisparagement. By signing this Agreement, you also agree not to defame, disparage or criticize any of GECIS Global, GECIS International or any of their respective affiliates or subsidiaries (collectively, the “Company Group”), General Atlantic Partners, LLC, Oak Hill Capital Management, Inc., GE and their respective affiliates and subsidiaries, or any of the Company Group’s products, services, finances, financial condition, capabilities or other aspect of or any of their business, or any former or existing managers, directors, officers or agents of, or contracting parties with, any member of the Company Group in any medium to any person without limitation in time. Notwithstanding this provision, you may confer in confidence with your legal representatives and make truthful statements as required by law.

(b) Confidential Information. By signing this Agreement, you also acknowledge and agree that the Company Group has a legitimate and continuing

proprietary interest in the protection of its confidential information and that it has invested substantial sums and will continue to invest substantial sums to develop, maintain and protect such confidential information. Accordingly, during the Term and at all times thereafter, you may not, except with the written consent of the Company or in connection with carrying out your duties or responsibilities to the Company, furnish or make accessible to anyone or use for your own benefit any trade secrets, confidential or proprietary information of the Company Group, including its business plans, marketing plans, strategies, systems, programs, methods, employee lists, computer programs, insurance profiles and client lists; provided, that such protected information shall not include information known to the public or otherwise in the public domain without you violating your obligations under this Section 10(b). You may however, disclose confidential information when required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of the Company Group or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order you to divulge, disclose or make accessible such information.

(c) Property of the Company. By signing this Agreement you also acknowledge and agree that all memoranda, notes, lists, records and other documents or papers (and all copies thereof) relating to the Company Group, whether written or stored on electronic media, made or compiled by you or on your behalf in the course of your employment, or made available to you in the course of your employment, relating to the Company Group, or to any entity which may hereafter become an affiliate thereof, but excluding your personal effects, Rolodexes and similar items, are the property of the Company, and shall, except as otherwise agreed by the Company in writing, be delivered to the Company promptly upon the termination of your employment with the Company for any reason or at any other time upon request.

In addition, all discoveries, inventions, ideas, technology, formulas, designs, software, programs, algorithms, products, systems, applications, processes, procedures, methods and improvements and enhancements conceived, developed or otherwise made or created or produced by you during the Term alone or with others, whether or not subject to patent, copyright or other protection and whether or not reduced to tangible form, at any time during the Term (“Developments”), are the sole and exclusive property of the Company. You agree to, and hereby do, assign to the Company, without any further consideration, all of your right, title and interest throughout the world in and to all Developments. You agree that all such Developments that are copyrightable may constitute works made for hire under the copyright laws of the United States and, as such, acknowledge that the Company or one of the members of the Company Group, as the case may be, is the author of such Developments and owns all of the rights comprised in the copyright of such Developments and you hereby assigns to the Company without any further consideration all of the rights comprised in the copyright and other proprietary rights you may have in any such Development to the extent that it might not be considered a work made for hire. You must make and maintain adequate and current written records of all Developments and shall disclose all Developments promptly, fully and in writing to the Company promptly after development of the same, and at any time upon request.

(d) Enforcement. By signing this Agreement you also agree that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Sections 8 (related to non-competition), Section 9 (non-solicitation) and Sections 10(b) and 10(c) (Confidentiality and Company Property) would be inadequate and, in recognition of this fact, you agree that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. You also acknowledge that you understand that certain provisions of Section 8 may limit your ability to earn a livelihood but nevertheless agree and acknowledge that (i) such provisions do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the Company, (ii) such provisions contain reasonable limitations as to time and scope of activity to be restrained, (iii) such provisions are not harmful to the general public, (iv) such provisions are not unduly burdensome to you, and (v) the consideration provided hereunder is sufficient to compensate you for the restrictions contained in Section 8. In consideration of the foregoing and in light of your education, skills and abilities, you agree that you will not assert that, and it should not be considered that, any provisions of this Agreement otherwise are void, voidable or unenforceable or should be voided or held unenforceable. It is expressly understood and agreed that although you and the Company consider the restrictions contained in this Agreement to be reasonable, if a judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against you, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

(e) Amendment Etc. Both you and the Company agree and understand that no provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in a writing signed by you and an officer of the Company. No waiver by either you or the Company at any time of any breach, or compliance with, any condition or provision of this Agreement to be performed will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement shall be binding on and inure to the benefit of the successors and assigns of the Company.

(f) Withholding Taxes. The Company shall be entitled to withhold from any payment due to you hereunder any amounts required to be withheld by applicable tax laws or regulations.

(g) GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF [NEW YORK] APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY PERFORMED

WITHIN THAT STATE, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS OF ANY JURISDICTION WHICH WOULD CAUSE THE APPLICATION OF ANY LAW OTHER THAN THAT OF THE STATE OF [NEW YORK]. ANY ACTION TO ENFORCE THIS AGREEMENT MUST BE BROUGHT IN, AND YOU AND THE COMPANY HEREBY CONSENT TO THE JURISDICTION OF, A COURT SITUATED IN [NEW YORK COUNTY, NEW YORK]. YOU AND THE COMPANY HEREBY WAIVE THE RIGHT TO CLAIM THAT ANY SUCH COURT IS AN INCONVENIENT FORUM FOR THE RESOLUTION OF ANY SUCH ACTION.

(h) JURY TRIAL WAIVER. YOU AND THE COMPANY EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO A JURY TRIAL IN THE EVENT ANY ACTION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR EXECUTIVE’S EMPLOYMENT WITH THE COMPANY IS LITIGATED OR HEARD IN ANY COURT.

(i) Assignment. You may not assign your rights or interests under this Agreement. This Agreement may be assigned by the Company to an entity so long as such entity assumes in writing or by operation of law, at the time of the assignment, the Company’s obligation to perform this Agreement.

(k) Entire Agreement. This Agreement sets forth the entire agreement of you and the Company in respect of the subject matter contained herein and supersedes all prior agreements, (including the term sheet, dated January 21, 2005 executed by you and the Company) promises, covenants, arrangements, communications, representations or warranties, whether oral or written in respect of the subject matter contained herein.

We look forward to working with you. Please acknowledge your agreement with the terms of this Agreement, but signing where indicated.

Sincerely,


GECIS GLOBAL HOLDINGS

By:	/s/ Eileen S. Silvers
	Name:	Eileen S. Silvers
	Title:

	GECIS INTERNATIONAL HOLDINGS


	By:	/s/ Eileen S. Silvers
		Name:
		Title:

Agreed and Accepted:

By:	/s/ V. N. Tyagarajan
	V. N. Tyagarajan

Date:	Sept 28, 2005

EXHIBIT A

COMPETITOR LIST

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Victor Guaglianone, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement on form S-1 and any or all amendments (including post-effective amendments) to such Registration Statement filed by Genpact Limited and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

This power of attorney has been signed by the following person in the capacities indicated on March 16, 2007.

	/s/ Gary M. Reiner
	Name: Gary M. Reiner
	Title: Director

POWER OF ATTORNEY

This power of attorney has been signed by the following person in the capacities indicated on March 26, 2007.

	/s/ Denis J. Nayden
	Name: Denis J. Nayden
	Title: Director

POWER OF ATTORNEY

This power of attorney has been signed by the following person in the capacities indicated on March 22, 2007.

	/s/ James C. Madden
	Name: James C. Madden
	Title: Director

POWER OF ATTORNEY

This power of attorney has been signed by the following person in the capacities indicated on May 8, 2007.

	/s/ A. Michael Spence
	Name: A. Michael Spence
	Title: Director

POWER OF ATTORNEY

This power of attorney has been signed by the following person in the capacities indicated on May 8, 2007.

	/s/ Robert G. Scott
	Name: Robert G. Scott
	Title: Director

POWER OF ATTORNEY

This power of attorney has been signed by the following person in the capacities indicated on May 8, 2007.

	/s/ Rajat Kumar Gupta
	Name: Rajat Kumar Gupta
	Title: Director

POWER OF ATTORNEY

This power of attorney has been signed by the following person in the capacities indicated on March 26, 2007.

	/s/ Mark F. Dzialga
	Name: Mark F. Dzialga
	Title: Director

POWER OF ATTORNEY

This power of attorney has been signed by the following person in the capacities indicated on March 16, 2007.

	/s/ Steven A. Denning
	Name: Steven A. Denning
	Title: Director

POWER OF ATTORNEY

This power of attorney has been signed by the following person in the capacities indicated on May 8, 2007.

	/s/ J. Taylor Crandall
	Name: J. Taylor Crandall
	Title: Director

POWER OF ATTORNEY

This power of attorney has been signed by the following person in the capacities indicated on May 8, 2007.

	/s/ John Barter
	Name: John Barter
	Title: Director