Genpact LTD

This proxy statement contains information about the 2025 Annual General Meeting of Shareholders of Genpact Limited, which we refer to in this proxy statement as the “annual meeting” or the “meeting.” The annual meeting will be held on Thursday, May 22, 2025, at 521 Fifth Avenue, 14 th Floor, New York, NY 10175. The annual meeting will commence at 12:00 p.m. local time.

This proxy statement is furnished by the board of directors of Genpact Limited, which is also referred to as “Genpact” or the “Company” in this proxy statement, in connection with the solicitation of proxies for use at the annual meeting and at any postponement or adjournment of the annual meeting. All proxies will be voted in accordance with the instructions they contain. If no instruction is specified on a proxy, it will be voted in accordance with the recommendation of our board of directors. The board of directors recommends that you vote FOReach director nominee included in Proposal No. 1 and FORProposal Nos. 2 and 3. A shareholder may revoke any proxy at any time before it is exercised by voting at a later date online or by telephone, by giving our Corporate Secretary written notice to that effect either before or at the annual meeting, by signing and submitting another proxy with a later date, or by attending the annual meeting in person and voting such holder’s shares.

A Notice Regarding the Availability of Proxy Materials with instructions for how to access the proxy materials and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 via the Internet (or how to request a paper copy) and how to vote online will be mailed to shareholders on or about April 10, 2025. If you request a paper copy of the proxy materials, you may also vote by telephone or by mailing a proxy card in accordance with the process described in the proxy materials.

In this proxy statement we make reference to materials available on our website, www.genpact.com. Our website address is provided for convenience only. We are not including the information on our website, or any information which may be linked through our website, as a part of this proxy statement, nor is it incorporated herein.

Voting matters

Key financial highlights from 2024

$4.77 BILLION Net revenues were $4.77 billion, up 6.5% year-over-year (6.7% on a constant currency basis).

$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 bookings were approximately $5.7 billion, up 15% year-over-year.

Director nominees

Skills matrix

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2024 Compensation Highlights

2024 Pay Mix

Our 2024 compensation program ensures that our short- and long-term compensation plans incentivize the achievement of our business objectives, are responsive to shareholder feedback and align our executives’ interests with those of our shareholders.

See “Compensation discussion and analysis” on page 28.

2024 PSUs

Our 2024 PSU metrics focus on execution, revenue growth and profitability over the three-year period from 2024 to 2026. For the 2024 PSUs, we rebalanced the weighting of the revenue and adjusted earnings per share (“EPS”) metrics compared to 2023, from 25:75 to 50:50 per the chart below.

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Shareholder Responsiveness

Our 2024 long-term incentive program reflects significant changes first incorporated in 2023 in response to shareholder feedback:

See “Shareholder feedback and responsiveness” on page 32.

2024 Corporate

governance highlights

Shareholder engagement

Engaged in shareholder outreach to investors representing more than 70% of our shares outstanding in 2024. (See “Compensation discussion and analysis—Shareholder engagement” on page 31 for more information.)

Director share ownership guidelines

Increased share ownership guidelines for our non-employee directors from three times their annual cash retainers to five times their annual cash retainers.