You should read the following discussion in conjunction with our Consolidated Financial Statements and related Notes included elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2008 and with the information under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2008. 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 below and under "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2008.

We have made statements in this Quarterly Report on Form 10-Q (the "Quarterly Report") in, among other sections, this Part 1 Item 2-"Management's Discussion and Analysis of Financial Condition and Results of Operation", that are forward-looking statements. In some cases, you can identify these statements by forward-looking terms 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. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, which in some cases may be based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from those expressed or implied by the forward-looking statements. In particular, you should consider the numerous risks outlined in Part I, Item 1A-"Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2008. 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;

† political or economic instability in countries where we have operations;

† worldwide political, economic or business conditions;

† political, economic or business conditions where our clients operate;

† expected spending on business process services by clients, particularly clients in the financial services business;

† foreign currency exchange rates;

† our rate of employee attrition;

† our effective tax rate; and

† competition in our industry.

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

† our ability to grow our business and effectively manage growth and international operations while maintaining effective internal controls;

† our relative dependence on GE;

† our dependence on revenues derived from clients in the United States;

† 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 a manner adverse to us or be unavailable to us in the 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 maintain pricing and asset utilization rates;

† fluctuations in exchange rates between U.S. dollars, euros, U.K. pounds sterling, Chinese renminbi, Hungarian forint, Japanese yen, Indian rupees, Australian dollars, Philippines peso, Guatemala quetzal, Mexican peso, Moroccan dirham (DH), Polish zloty, Romanian leu and South African rand;

† our ability to retain senior management;

† the selling cycle for our client relationships;

† 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;

† further deterioration in the global economic environment and its impact on our clients;

† our ability to collect the customer receivables;

† 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; and

† our ability to successfully consummate or integrate strategic acquisitions.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Achievement of future results is subject to risks, uncertainties and potentially inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could differ materially from past results and those anticipated, estimated or projected. You should bear this in mind as you consider forward-looking statements. We are under no obligation to update any of these forward-looking statements after the date of this filing to conform our prior statements to actual results or revised expectations. You are advised, however, to consult any further disclosures we make on related subjects in our Form 10-K, Form 10-Q and Form 8-K reports filed with the SEC.

Overview

We are a leader in the globalization of services and technology and a pioneer in managing 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 (GE Money), Commercial Finance, 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.

As of September 30, 2009 we have approximately 37,700 employees with operations in thirteen countries. In the third quarter of 2009, we had net revenues of $284.4 million, of which 60.8% was from clients other than GE, which we refer to as Global Clients.

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

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's affiliate, GE Capital International (Mauritius) 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's affiliate sold a portion of its equity in us to a subsidiary of Wachovia Corporation. Wachovia Corporation merged with Wells Fargo & Company on December 31, 2008. On December 22, 2006, we redeemed shares held by GE affiliates. On December 18, 2007, GE's affiliate, GE Capital (Mauritius) Holdings Ltd., sold a further portion of its equity in us to an affiliate of a limited partner of one of our shareholders. As of September 30, 2009, GE, through its affiliates, owned 18.5% of our outstanding equity.

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 set up separate employee benefit and retirement plans, developed our own leadership training capability and enhanced our management information systems.

The 2007 Reorganization and IPO

On March 29, 2007, we formed Genpact Limited in Bermuda to be the new holding company for our business. It was initially a wholly-owned subsidiary of GGH. On July 13, 2007, we effectuated a transaction that resulted in Genpact Limited owning 100% of the capital stock of GGH. This transaction together with other related transactions is referred to as the "2007 Reorganization." This transaction occurred by the shareholders of GGH exchanging their common shares of GGH for common shares of Genpact Limited and the shareholders of Genpact Global (Lux) S.à.r.l., or GGL, exchanging their common and preferred shares of GGL for common shares of Genpact Limited. In addition, as part of the 2007 Reorganization, GGL, which owned approximately 63% of the outstanding equity of GGH, became a wholly owned subsidiary of Genpact Limited pursuant to a share exchange. GGL had no operations or assets other than its ownership interest in GGH, and had no liabilities other than obligations for accumulated dividends on preferred

shares that were eliminated in the 2007 Reorganization and certain tax liabilities of $2.1 million that were paid on July 27, 2007. GE, through its affiliate GE Capital (International) Mauritius Holdings Ltd., and GICo reimbursed us for such tax liabilities in accordance with their agreement to indemnify us for such liabilities. As part of the 2007 Reorganization, GGH became a Bermuda company and changed its name to Genpact Global Holding (Bermuda) Limited and GGL also became a Bermuda company, in accordance with the laws of Bermuda and Luxembourg and its name was changed to Genpact Global (Bermuda) Limited. We use the terms "Genpact", "Company", "we" and "us" to refer to both GGH and its subsidiaries prior to July 13, 2007 and Genpact Limited and its subsidiaries after such date.

On August 1, 2007, we commenced an initial public offering of our common shares, pursuant to which we and certain of our existing shareholders each sold 17.65 million common shares at a price of $14 per share. The offering resulted in gross proceeds of $494.1 million and net proceeds to us and the selling shareholders of approximately $233.5 million each after deducting underwriting discounts and commissions. Additionally, we incurred offering-related expenses of approximately $9.0 million. On August 14, 2007, the underwriters exercised their option to purchase 5.29 million additional common shares from us at the initial offering price of $14 per share to cover over-allotments resulting in additional gross proceeds of $74.1 million and net proceeds of approximately $70.0 million to us, after deducting underwriting discounts and commissions.

Critical Accounting Policies and Estimates

For a description of our critical accounting policies, see Note 2-"Summary of significant accounting policies" under Item 1-"Financial Statements" above and Part-II Item-7-"Management's Discussion and Analysis of Financial Condition and Results of Operation - Critical Accounting Policies and Estimates" in our Annual Report on Form 10-K for the year ended December 31, 2008.

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 three months and nine months ended September 30, 2008 and 2009.

                           Three months Ended September 30,            Nine months Ended September 30,
                               2008                  2009                  2008                  2009
                                                      (dollars in millions)
Net revenues-GE        $    123.5       45.6 %  $ 111.5    39.2 %  $    363.7       47.9 %  $ 333.9    40.6 %
Net revenues-Global
Clients                     147.3       54.4 %    173.0    60.8 %       395.3       52.1 %    489.2    59.4 %

Total net revenues          270.8      100.0 %    284.4   100.0 %       759.0      100.0 %    823.1   100.0 %

Cost of revenue             155.8       57.5 %    167.0    58.7 %       448.9       59.1 %    496.5    60.3 %
Gross profit                115.0       42.5 %    117.4    41.3 %       310.1       40.9 %    326.6    39.7 %
Operating expenses
Selling, general and
administrative
expenses                     71.2       26.3 %     67.2    23.6 %       199.9       26.3 %    195.0    23.7 %
Amortization of
acquired intangible
assets                        9.0        3.3 %      6.4     2.2 %        28.8        3.8 %     19.7     2.4 %
Other operating
(income) expense,
net                          (1.4 )      0.5 %     (1.1 )   0.4 %        (1.5 )      0.2 %     (4.0 )   0.5 %

Income from
operations                   36.3       13.4 %     44.9    15.8 %        82.8       10.9 %    115.9    14.1 %
Foreign exchange
(gains) losses, net          (1.6 )      0.6 %      2.6     0.9 %        (7.4 )      1.0 %      2.0     0.2 %
Other income
(expense), net                3.3        1.2 %      0.3     0.1 %         8.3        1.1 %      3.4     0.4 %

Income before share
of equity in
(earnings) loss of
affiliates and
income tax expense
(benefit)                    41.1       15.2 %     42.6    15.0 %        98.5       13.0 %    117.3    14.3 %
Equity in (gain)
loss of affiliates           (0.0 )      0.0 %      0.2     0.1 %         0.3        0.0 %      0.6     0.1 %
Income tax expense
(benefit)                     5.7        2.1 %      7.9     2.8 %        12.2        1.6 %     18.4     2.2 %

Net Income                   35.5       13.1 %     34.6    12.2 %        86.0       11.3 %     98.3    11.9 %
Net income
attributable to
noncontrolling
interest                      1.9        0.7 %      1.5     0.5 %         7.8        1.0 %      5.6     0.7 %

Net income
attributable to
Genpact Limited
common shareholders    $     33.6       12.4 %  $  33.1    11.6 %  $     78.1       10.3 %  $  92.7    11.3 %

Three Months Ended September 30, 2009 Compared to Three Months Ended September 30, 2008

Net revenues. Our net revenues increased by $13.6 million, or 5.0%, in the third quarter of 2009 compared to the third quarter of 2008. Our growth in net revenues is from expanded volumes with existing clients as well as new business from new clients. Our total headcount increased by 3.6% to approximately 37,700 at the end of the third quarter of 2009 from approximately

36,400 at the end of the third quarter of 2008. In addition, our revenue per employee increased from approximately $31.2 thousand per employee in the third quarter of 2008 to approximately $31.6 thousand in the third quarter of 2009. Our revenue increase was partly offset by the weakening of the pound sterling and the Australian dollar against the U.S. dollar, as a portion of our revenues are received in such currencies.

Net revenues from GE decreased by $12.0 million, or 9.8%. As described under "Management's Discussion and Analysis of Financial Condition and Results of Operation - Overview -Classification of Certain Net Revenues" in our Annual Report on Form 10-K for the year ended December 31, 2008, certain businesses in which GE ceased to be a 20% shareholder in 2008 were classified as GE net revenues for part of the year until the divesture by GE and as Global Clients net revenues after the divesture by GE. GE revenues for the third quarter of 2009 declined 4.2% over the third quarter of 2008 after excluding such dispositions by GE. This decline was primarily driven by volume reductions, and price drops in existing contracts as well as the weakening of the pound sterling and the Australian dollar against the U.S. dollar, as a portion of our GE revenues are received in such currencies. As a result of the reduction in GE revenues and the growth in revenues from Global Clients, GE net revenues declined as a percentage of our total net revenues from 45.6% in the third quarter of 2008 to 39.2% in the third quarter of 2009.

Net revenues from Global Clients increased by $25.7 million, or 17.4%. This increase resulted from new business from clients added in the last twelve months partially offset by price reductions and volume contractions in certain existing SOWs. Revenue growth was also offset by the weakening of the pound sterling and Australian dollar against the U.S. dollar, as a portion of our Global Clients revenues are received in such currencies. Net revenues for the quarter also included $4.0 million received from one of our Global Clients related to cancellations. In addition, a portion of the increase in net revenues from Global Clients was also related to GE ceasing to be a 20% shareholder in certain businesses and the reclassification of related net revenues as described above. As a percentage of total net revenues, net revenues from Global Clients increased from 54.4% in the third quarter of 2008 to 60.8% in the third quarter of 2009. Excluding revenues from businesses divested by GE in 2008, Global Client revenues grew organically by approximately 12.0%.

Revenues from business process services increased to 84.9% of total net revenues in the third quarter of 2009 from 80.9% in the third quarter of 2008. Our business process services business grew 10.2% from the third quarter of 2008 to $241.5 million in the third quarter of 2009. The increase in our business process revenues was primarily due to services for our Global Clients. We also saw volume increases for business process services for GE in the Philippines and Guatemala although this was offset by reduced business process volumes relating to GE Capital. Revenues from our information technology business declined to 15.1% of total net revenues in the third quarter of 2009 from 19.1% in the third quarter of 2008, due to continued reduction in spending on discretionary information technology projects as well as a reduction in prices and lower information technology volumes in 2009.

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:

                                    Three Months Ended September 30,
                                        2008                  2009
                                          (dollars in millions)
Personnel expenses              $     97.4      36.0 %  $    103.9   36.5 %
Operational expenses                  48.5      17.9          51.0   17.9
Depreciation and amortization          9.8       3.6          12.1    4.2
Cost of revenue                 $    155.8      57.5 %  $    167.0   58.7 %

Cost of revenue increased by $11.2 million, or 7.2%. This increase reflected the general growth of our business. As a percentage of net revenues, cost of revenue increased from 57.5% in the third quarter of 2008 to 58.7% in the third quarter of 2009. This increase was primarily due to an increase in personnel expenses and depreciation and amortization as a percentage of net revenues, price reductions in our information technology business and the weakening of the pound sterling and the Australian dollar against the U.S. dollar, as a portion of our revenues are received in such currencies.

The largest component of the increase in cost of revenue was personnel expenses, which increased by $6.5 million, or 6.7%. This increase in absolute amount was primarily due to the hiring of new resources to manage growth. Our total headcount increased by approximately 1,300 employees during the twelve months ended September 30, 2009, the majority of whom have client service

responsibilities, thus generating revenue. The increase also reflects overall wage inflation, although the rate at which salaries are increasing remains lower than it was in 2008. Our personnel expenses as a percentage of net revenues marginally increased from 36.0% in the third quarter of 2008 to 36.5% in the third quarter of 2009, primarily due to the negative impact on our total revenues of price reductions in our information technology business and weakening of the pound sterling and the Australian dollar against the U.S. dollar, as a portion of our revenues are received in such currencies.

Operational expenses increased by $2.4 million, or 5.0%. The increase was largely due to the addition of new Delivery Centers and the expansion of existing Delivery Centers over the last twelve months in India (Gurgaon and Hyderabad), Guatemala and the Philippines to support growth, including the addition of a new Delivery Center in South Africa in the third quarter of 2009. As a percentage of net revenues, operational expenses remained constant from the third quarter of 2008 to the third quarter of 2009, as the negative impact on our total revenues of price reductions in our information technology business and weakening of the pound sterling and the Australian dollar against the U.S. dollar, as a portion of our revenues are received in such currencies, was offset by the continued positive impact of the cost reduction measures initiated and implemented over the last twelve months.

Depreciation and amortization expenses increased by $2.3 million, or 22.9%. The increase was largely due to capital expenditures incurred for expansion of existing Delivery Centers over the last twelve months in India (Gurgaon and Hyderabad) , Guatemala and the Philippines to support growth. As a percentage of net revenues, depreciation and amortization expenses increased from 3.6% in the third quarter of 2008 to 4.2% in the third quarter of 2009 primarily due to expansion of existing Delivery Centers and the negative impact on our revenue of price reductions in our information technology business and weakening of the pound sterling and Australian dollar against the U.S. dollar, as a portion of our revenues are received in such currencies.

As a result of the foregoing, our gross profit increased by $2.4 million, or 2.1%, and our gross margin decreased from 42.5% in the third quarter of 2008 to 41.3% in the third quarter of 2009. In addition, the increase in absolute amount was also due to $4 million received from one of our Global Clients related to cancellations, offset by the adverse impact of foreign exchange on non-U.S. dollar revenues as explained above.

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:

                                                Three Months Ended September 30,
                                                 2008                      2009
                                                      (dollars in millions)
Personnel expenses                       $     46.8       17.3 %  $     45.4        15.9 %
Operational expenses                           21.6        8.0          19.2         6.8
Depreciation and amortization                   2.7        1.0           2.7         0.9
Selling, general and administrative
expenses                                 $     71.2       26.3 %  $     67.2        23.6 %

Selling, general and administrative expenses, or SG&A expenses, decreased by $3.9 million, or 5.5%. As a percentage of net revenues, SG&A expenses decreased from 26.3% in the third quarter of 2008 to 23.6% in the third quarter of 2009. This was primarily due to cost reduction measures, such as restrictions on travel, recruitment, management meeting expenses, reduction in leadership training expenses as well as effective utilization and deployment of support personnel. The above decrease was partially offset by increased personnel expenses in our business development team due to recent new hires as well as marketing costs relating to the strengthening of our brand.

Personnel expenses decreased by $1.5 million, or 3.2%. The decrease in personnel expenses is primarily due to a relative reduction of support personnel attributable to more effective deployment and utilization. In addition, we incurred lower personnel costs relating to employees resident in India due to the abolishment of fringe benefit tax, or FBT, by the Indian Government in the third quarter of 2009. The impact of this abolishment resulted in lower FBT expense of $2.2 million in the third quarter of 2009 as compared to the third quarter of 2008 offset by incremental share based compensation of $0.9 million. Also, this reduction is partially offset by increased personnel expenses in our business development team due to recent new hires as well as general wage inflation. As a result, the personnel expenses as a percentage of net revenues decreased from 17.3% in the third quarter of 2008 to 15.9% in the third quarter of 2009.

The operational expenses component of SG&A expenses decreased by $2.4 million, or 11.0%. This decrease is attributable to our reducing the number of support personnel as explained above in the third quarter of 2009 compared to the third . . .