Following the effectiveness of this registration statement, Genpact Limited, a Bermuda exempted company limited by shares (“Genpact Bermuda”) intends, subject to approval by the Genpact’s shareholders and final approval by the Board of Directors of Genpact, to effect a domestication under Section 388 of the General Corporation Law of the State of Delaware and a discontinuance under Section 132G and 132H of the Companies Act 1981 of Bermuda, pursuant to which the registrant’s jurisdiction of incorporation will be changed from Bermuda to the State of Delaware (the “Domestication”). After the Domestication, Genpact Bermuda will continue as a Delaware corporation named “Genpact Limited” (“Genpact Delaware”). All securities being registered hereunder will be issued by Genpact Delaware following the Domestication.


(2)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or similar transaction of any securities.

(3)

Represents the maximum number of shares of common stock, par value $0.01 per share, of Genpact Delaware (“Common Stock”) estimated to be issued upon completion of the Domestication. In the Domestication, (i) common shares, par value $0.01 per share, of Genpact Bermuda (“Common Shares”) that are issued and outstanding immediately prior to the effective time of the Domestication will automatically convert by operation of law into an equivalent number of shares of Common Stock and (ii) stock options, restricted stock units, performance-based restricted stock units and other equity-based awards (collectively, “Awards”) in respect of Common Shares that are outstanding immediately prior to the effective time of the Domestication will automatically convert into the same type of Awards in respect of an equivalent number of shares of Common Stock, generally subject to the same terms and conditions including vesting terms.

(4)

Estimated at $33.56 per share solely for purposes of calculating the registration fee required by Section 6(b) of the Securities Act, which is the average of the high and low prices for Common Shares, as reported by the New York Stock Exchange, on August 12, 2026 (such date being within five business days prior to the date that this registration statement was first filed with the Securities and Exchange Commission).