Genpact LTD
For the period ended May 22, 2025. Filed Apr 9, 2025.
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May 22, 2025 · Filed Apr 9, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant ☒ | Filed by a Party other than the Registrant ☐ |
| Check the appropriate box: | |
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to 240.14a-12 |
GENPACT LIMITED
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check all boxes that apply): | |
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Balkrishan “BK” Kalra
Chief Executive Officer
$4.77 BILLION Net revenues were $4.77 billion, up 6.5% year-over-year (6.7% on a constant currency basis).1,2
Letter to our shareholders
April 9, 2025
Dear Shareholders,
Looking back on 2024, I am incredibly proud of what Genpact has accomplished. We built a strong foundation for future growth: strengthening execution, exceeding our expectations across net revenues, adjusted diluted earnings per share and cash flow from operations, and establishing Genpact as a leading provider of advanced technology services and solutions.
2024: A Year of Execution
In 2024, we significantly strengthened execution in a number of key areas, including partnerships, Data-Tech-AI, operations and AI-led transformation.
| • | Partnerships – partner-related revenue grew 50% year-over-year, driven by deeper relationships with key hyperscalers and other large technology partners. We achieved Tier 1 status with AWS, Salesforce and ServiceNow, and are advancing toward similar status with Microsoft, Databricks and others. We see ample room to expand further in the years ahead. |
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| • | Data-Tech-AI – we launched more than 145 Gen AI solutions. |
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| • | Operations – we simplified operations and reorganized our sales and go-to-market teams, streamlining decision-making, improving operational efficiency, and increasing accountability across the enterprise. |
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| • | AI-led transformation – we became our own best credential for AI-led transformation with a series of initiatives designed to test AI agents and solutions internally, providing a powerful proof point for clients seeking technology-led transformation. |
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By executing consistently across each of these key areas, we drove meaningful outcomes for our clients, employees and shareholders. Below are some of the key financial highlights from 2024 that illustrate the impact of our disciplined approach.
2024 Key Financial Highlights
| • | Net revenues were $4.77 billion, up 6.5% year-over-year on an as reported basis, and 6.7% on a constant currency basis;1,2 |
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| • | Data-Tech-AI net revenues were $2.23 billion, up 6.9% year-over-year, both on an as reported and constant currency basis;1,2,3 |
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| • | Digital Operations net revenues were $2.53 billion, up 6.1% year-over-year on an as reported basis, and 6.5% on a constant currency basis;1,3 |
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| 1 | Net revenue growth on a constant currency basis is a non-GAAP measure and is calculated by restating current-period activity using the prior fiscal period’s foreign currency exchange rates adjusted for hedging gains/losses in such period. |
| 2 | Net revenues and Data-Tech-AI net revenues for 2023 include $0.5 million of revenue associated with a business classified as held for sale. |
| 3 | Genpact updated the classification of certain revenues from Digital Operations to Data-Tech-AI in the quarter ended March 31, 2024 to more accurately reflect the nature of, and mode of delivery for, the services provided, which have evolved over time. As a result, the revenue from Digital Operations and Data-Tech-AI for the full year 2023 originally reported was $2.48 billion and $1.99 billion, respectively, which is $2.39 billion and $2.09 billion, respectively, in accordance with the updated classification. The numbers presented for Data-Tech-AI net revenues and Digital Operations net revenues may not add up precisely to the total net revenues provided due to rounding. |
| LETTER TO OUR SHAREHOLDERS
$615 MILLION Cash generated from operations of $615 million, up 25% year-over-year.
$361 MILLION Capital returned to shareholders of $361 million, including $108 million of dividend payments and $253 million in share repurchases.
$5.7 BILLION New bookings7 were approximately $5.7 billion, up 15% year-over-year.
| • | Gross profit was $1.69 billion, up 8% year-over-year, with a corresponding margin of 35.5%; |
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| • | Net income was $514 million, down 19% year-over-year, with a corresponding margin of 10.8%;4 |
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| • | Income from operations was $702 million, up 11% year-over-year, with a corresponding margin of 14.7%; |
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| • | Adjusted income from operations was $814 million, up 7% year-over-year, with a corresponding margin of 17.1%;4,5 |
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| • | Diluted earnings per share was $2.85, down 16% year-over-year;4 |
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| • | Adjusted diluted earnings per share was $3.28, up 10% year-over-year;4,6 |
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| • | Cash generated from operations was $615 million, up 25% year-over-year; |
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| • | Genpact repurchased approximately 7 million of its common shares for total consideration of approximately $253 million at an average price per share of $38.31; and |
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| • | New bookings were approximately $5.7 billion,7 up 15% year-over-year. |
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2025: Leading with Innovation
As we look ahead in 2025, innovation is front and center at Genpact. Businesses increasingly require domain-specific AI tailored to their industry needs. In response, we have launched a number of new offerings in 2025 with many more to come. These include:
| • | The AI Value Studio, which helps businesses identify high-impact AI-related use cases and create custom roadmaps with seasoned Genpact AI architects – blending process, industry, and tech expertise. |
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| • | The Genpact Gigafactory, a first-of-its-kind AI accelerator designed to help enterprises rapidly scale AI solutions from pilot to full-scale production. The Gigafactory includes thousands of prebuilt AI and generative models that combine deep industry knowledge with cutting edge data engineering tools. It also leverages a unique pod delivery model with cross-functional teams that bring together domain-specific knowledge, data engineering and integration expertise – all in one team – to accelerate time to value with responsible AI by design. |
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| 4 | Genpact completed an intercompany transfer of certain intellectual property rights from non-US to US wholly-owned subsidiaries in 2023, which resulted in a non-recurring tax benefit of $170 million. Net income and diluted earnings per share for 2023 included this benefit. This benefit was excluded from adjusted diluted earnings per share and adjusted income from operations for 2023. |
| 5 | Adjusted income from operations and adjusted income from operations margin are non-GAAP measures. See Exhibit 1 to this Proxy Statement for reconciliations of each of GAAP income from operations and GAAP net income to adjusted income from operations and GAAP income from operations margin and GAAP net income margin to adjusted income from operations margin. Adjusted income from operations margin for 2023 was derived by adjusting total revenue to exclude $0.5 million of revenue associated with a business previously classified as held for sale. |
| 6 | Adjusted diluted earnings per share is a non-GAAP measure. See Exhibit 1 to this Proxy Statement for a reconciliation of GAAP diluted earnings per share to adjusted diluted earnings per share. |
| 7 | New bookings, an operating measure, represents the total contract value of new contracts and certain renewals, extensions and changes to existing contracts. Regular renewals of contracts with no change in scope are not counted as new bookings. Prior to 2024, new bookings of contracts with longer than five-year terms were limited to the total contract value of the initial five-year term. In 2024, Genpact updated its definition of new bookings to eliminate the five-year limitation. New bookings as reported for the full year 2023 were $4.9 billion and would have been $5.0 billion in accordance with the new definition. New bookings for the full year 2024 as reported are $5.7 billion and would have been $5.4 billion in accordance with the prior definition. For a more detailed description of new bookings, see “Item 7—Management’s Discussion and Analysis of Financial Condition and Results Operations —New Bookings” in our Annual Report on Form 10-K for the fiscal year ended of December 31, 2024. |
CANON’S COURT | 22 VICTORIA STREET | HAMILTON HM 12 BERMUDA
Meeting details
Time: 12:00 p.m. Local Time
Location: 521 Fifth Avenue 14th Floor New York, NY 10175
Your vote
is important
The Board recommends that you vote “FOR” each director nominee included in Proposal No. 1 and “FOR” Proposal Nos. 2 and 3. The full text of these proposals is set forth in the accompanying proxy statement.
| • | Our first agentic solution for Accounts Payable. This is the first in a series of agentic solutions that we plan to bring to market in 2025 with the potential to transform Digital Operations. |
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These offerings integrate our deep industry expertise with next-generation technology, enabling us to deliver scalable, high value automation for our clients. Our focus on innovation aligns with our 20th anniversary as a standalone company – a milestone that highlights our evolution from a business process outsourcing provider to a global advanced technology services and solutions company. We remain committed to helping clients stay ahead of the curve and see even greater opportunities on the horizon.
Thank you for your continued trust and investment in Genpact. I look forward to sharing our progress in the quarters ahead as we drive sustainable value for our clients, employees and shareholders.
Annual general meeting
Finally, it is my pleasure to invite you to the 2025 Annual General Meeting of Shareholders of Genpact Limited to be held on Thursday, May 22, 2025 at our offices located at 521 Fifth Avenue, 14 th Floor, New York, NY 10175. The Annual General Meeting will begin at 12:00 p.m. local time.
The enclosed Notice of our 2025 Annual General Meeting and Proxy Statement provide important information about the matters to be considered and voted upon at the annual meeting. We hope that you will read the enclosed materials and submit your voting instructions by proxy. Voting by proxy will ensure your representation at the annual meeting even if you are unable to attend the meeting in person. The Board of Directors recommends that you vote FOR each director nominee included in Proposal No. 1 and FOR Proposal Nos. 2 and 3.
Pursuant to the Securities and Exchange Commission rules that allow users to furnish proxy materials to shareholders over the Internet instead of a printed copy of our proxy materials to all of our shareholders, we are providing access to our proxy materials by posting them on the Internet and delivering a Notice Regarding the Availability of Proxy Materials, as more fully described in the accompanying Notice of 2025 Annual General Meeting of Shareholders. This reduces the amount of paper necessary to produce these materials as well as the costs associated with mailing these materials to all shareholders. On or about April 10, 2025, we will mail our shareholders a Notice Regarding the Availability of Proxy Materials containing instructions on how to access or request copies of our proxy materials and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Your vote is very important to us. Whether or not you plan to attend the annual meeting, we ask that you vote as soon as possible. Please review the instructions on the Notice Regarding the Availability of Proxy Materials or, if you request printed copies of the proxy materials, the enclosed proxy card regarding each of your voting options.
Thank you for your ongoing support of and continued interest in Genpact.
Sincerely,
Balkrishan “BK” Kalra Chief Executive Officer
CANON’S COURT | 22 VICTORIA STREET | HAMILTON HM 12 BERMUDA
Meeting details
Time: 12:00 p.m. Local Time
Location: 521 Fifth Avenue 14th Floor New York, NY 10175
Your vote
is important
The Board recommends that you vote “FOR” each director nominee included in Proposal No. 1 and “FOR” Proposal Nos. 2 and 3. The full text of these proposals is set forth in the accompanying proxy statement.
Notice of 2025 annual general meeting
of shareholders
Meeting agenda
| (1) | Elect ten (10) directors to hold office until the next annual election or the election and qualification of their successors; |
| (2) | Approve, on a non-binding, advisory basis, the compensation of our named executive officers; |
| (3) | Approve the appointment of KPMG Assurance and Consulting Services LLP (“KPMG”) as our independent registered public accounting firm for the fiscal year ending December 31, 2025; and |
| (4) | Transact such other business as may properly come before the annual meeting or any postponement or adjournment thereof. |
CANON’S COURT | 22 VICTORIA STREET | HAMILTON HM 12 BERMUDA
Important Notice Regarding the Availability ofProxy Materials for the Annual Meeting to be heldon May 22, 2025: The Company’s proxy statementand Annual Report on Form 10-K are available at www.genpact.com.
Voting instructions
Shareholders of record at the close of business on March 25, 2025 are entitled to vote at the annual meeting.
Your vote is important regardless of the number of shares you own.
We have elected to use the notice and access rules adopted by the Securities and Exchange Commission to provide many of our shareholders access to our proxy materials and our Annual Report on Form 10-K by notifying you of the availability of our proxy materials and our Annual Report on Form 10-K via the Internet. The notice and access model provides the Company with a fast, efficient and lower-cost way to furnish shareholders with their proxy materials and reduces our impact on the environment. As a result, on or about April 10, 2025, we will mail our shareholders a “Notice Regarding the Availability of Proxy Materials” (the “Notice”) with instructions for how to access the proxy materials and our Annual Report on Form 10-K via the Internet (or how to request a paper copy) and how to vote online. We will also deliver printed versions of the proxy materials to shareholders who request paper copies of the proxy materials. On the date of mailing of the Notice, all shareholders will be able to access the proxy materials on a website referred to, and at the URL address included in, the Notice and in the proxy statement. These proxy materials will be available free of charge.
Whether you expect to attend the annual meeting or not, please vote your shares online or, if you request printed copies of the proxy materials, by mail or telephone. Your prompt response will ensure that your shares are represented at the annual meeting. You can change your vote and revoke your proxy at any time before the polls close at the annual meeting by following the procedures described in the accompanying proxy statement.
Please let us know if you plan to attend the annual meeting.
By order of the Board of Directors,
Heather D. White
Corporate Secretary
April 9, 2025
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.