| Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | Carry Forward Form Type | Carry Forward File Number | Carry Forward Initial Effective Date | Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward | |
| Newly Registered Securities | ||||||||||||
| | | | | | $ | $ | | $ | ||||
| Fees Previously Paid | — | — | — | — | — | — | — | |||||
| Carry Forward Securities | ||||||||||||
| Carry Forward Securities | — | — | — | — | — | — | — | — | — | |||
| Total Offering Amounts | $ | $ | ||||||||||
| Total Fees Previously Paid | | |||||||||||
| Total Fee Offsets | | |||||||||||
| Net Fee Due | $ | |||||||||||
| (1) | 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. |
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(2)
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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.
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(3)
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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.
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(4)
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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).
|