Genpact LTD

Current report

RISKS RELATING TO THE CHANGE IN OUR PLACE OF INCORPORATION

Current report

Currently, your rights as a shareholder of the Company arise under Bermuda law as well as the memorandum of association and the bye-laws of the Company (the “Bermuda Memorandum” and the “Bermuda Bye-Laws,” respectively). Upon effectiveness of the Domestication, your rights as a stockholder of the Company will arise under Delaware law as well as the certificate of incorporation and the bylaws of Genpact Delaware (the “Delaware Certificate” and the “Delaware Bylaws,” respectively), in each case, to be effective immediately following the Domestication, in the form attached as an annex to the Domestication Proxy Statement/Prospectus. For a summary description of your rights as a stockholder of Genpact Delaware and how they differ or may differ from your rights as a shareholder of the Company as it currently exists as a company organized under the laws of Bermuda (“Genpact Bermuda”), please see the Domestication Proxy Statement/Prospectus.

Current report

We expect to incur transaction costs in connection with the completion of the Domestication and related transactions, some of which will be incurred whether or not the Domestication is completed.

Current report

We expect to incur significant transaction costs in connection with the Domestication and related transactions. The substantial majority of these costs will be incurred regardless of whether the Domestication is completed and prior to the shareholder vote to approve the Domestication.

Current report

The anticipated benefits of the Domestication may not be realized.

Current report

We may not realize the benefits we anticipate from the Domestication, particularly as the achievement of the benefits is in many important respects subject to factors that we do not and cannot control, including the reaction of third parties with whom we enter into contracts and do business and the reaction of investors. Our failure to realize those benefits could have a material and adverse effect on our business, results of operations, cash flows or financial condition. Please see the section of the Domestication Proxy Statement/Prospectus entitled “Proposal No. 1 – Domestication Proposal—Reasons for the Domestication.”

Current report

The market for the Genpact Delaware common stock may differ from the market for the Genpact Bermuda common shares and the market price of Genpact Delaware common stock may as a result be subject to volatility.

Current report

We expect that the Genpact Delaware common stock will trade on the New York Stock Exchange under the symbol “G,” the same trading symbol as the Genpact Bermuda common shares. The market price, trading volume or volatility, or potential investor pool of the Genpact Delaware common stock may be different from those of the Genpact Bermuda common shares.

Current report

We may choose to abandon or defer the Domestication at any time.

Current report

While we currently expect the Domestication to be completed effective on or around March 1, 2027, our Board may decide to defer or abandon the Domestication, at any time or for any reason, prior to the completion of the Domestication. No assurance can be provided that the Domestication will be completed on a timely basis, or at all.

Current report

Our Effective Tax Rate may change as a result of the Domestication.

Current report

Following the Domestication, Genpact Delaware will be subject to U.S. tax on its income, and the combined effective tax rate with respect to Genpact Delaware and our direct and indirect subsidiaries (the “Effective Tax Rate”) may change significantly. Any such changes to our Effective Tax Rate could materially impact our financial results, including our earnings and cash flow, and reduce the amount of cash available for dividends for periods after the Domestication.

Current report

The Effective Tax Rate, which may fluctuate significantly from period to period, is based upon applicable income tax laws and regulations and judicial and administrative interpretations of these income tax laws and regulations in various jurisdictions, including many jurisdictions outside where we are organized and domiciled. The Effective Tax Rate may, however, vary significantly from the statutory rates under which we operate (including the U.S. statutory rate that would apply after the Domestication) because of, among other things, temporary differences that impact the timing in the recognition of income and expense for U.S. GAAP and tax purposes. We are unable to predict with certainty the impact of the Domestication on the Effective Tax Rate. In addition, the tax laws of the United States and other jurisdictions could change in the future, and those changes could cause a material increase in our Effective Tax Rate. The tax laws of the United States significantly limit our ability to redomicile outside of the United States once the Domestication has occurred. Accordingly, if our Effective Tax Rate were to increase as a result of the Domestication, our business and financial performance could be adversely affected.

Current report

If the Domestication does not qualify as an F Reorganization, U.S. Holders of Genpact Bermuda Stock would generally recognize taxable gain or loss as a result of the Domestication.

Current report

As discussed more fully in the section of the Domestication Proxy Statement/Prospectus entitled “Material U.S. Federal Income Tax Consequences of the Domestication,” it is expected that the Domestication should constitute a reorganization within the meaning of Section 368(a)(1)(F) of the Code (an “F Reorganization”). However, your tax advisor may not agree with our intended tax treatment and the IRS may assert, or a court may sustain, a contrary position. If the Domestication does not qualify as an F Reorganization within the meaning of Section 368(a) of the Code, U.S. Holders (as defined in such section of the Domestication Proxy Statement/Prospectus) of Genpact Bermuda Stock (as defined in such section of the Domestication Proxy Statement/Prospectus) would generally recognize taxable gain or loss pursuant to the Domestication.

Current report

Even if the Domestication qualifies as an F Reorganization, certain U.S. Holders of Genpact Bermuda Stock may be required to recognize gain for U.S. federal income tax purposes as a result of the Domestication.

Current report

As noted above and discussed more fully in the section of the Domestication Proxy Statement/Prospectus entitled “Material U.S. Federal Income Tax Consequences of the Domestication,” it is expected that the Domestication should constitute an F Reorganization. Assuming that the Domestication so qualifies, U.S. Holders (as defined in such section of the Domestication Proxy Statement/Prospectus) of Genpact Bermuda Stock (as defined in such section of the Domestication Proxy Statement/Prospectus) will be subject to Section 367(b) of the Code and subject to the discussion below concerning the application of the passive foreign investment company (“PFIC”) rules to the Domestication:

Current report

•A U.S. Holder of Genpact Bermuda Stock whose shares have a fair market value of $50,000 or more, but who is not a 10% Shareholder (as defined in the following bullet point) will generally recognize gain (but not loss) on the deemed receipt of Genpact Stock (as defined in the section of the Domestication Proxy Statement/Prospectus entitled “Material U.S. Federal Income Tax Consequences of the Domestication”) in the Domestication. As an alternative to recognizing gain, such U.S. Holder may file an election to include in income, as a dividend, the “all earnings and profits amount” attributable to its Genpact Bermuda Stock, provided certain other requirements are satisfied.

Current report

•A U.S. Holder of Genpact Bermuda Stock who on the date of the Domestication directly, indirectly or constructively owns (i) 10% or more of the total combined voting power of all classes of Genpact Bermuda shares entitled to vote or (ii) 10% or more of the total value of all classes of Genpact Bermuda shares (a “10% Shareholder”) will generally be required to include in income, as a dividend, the “all earnings and profits amount” attributable to its Genpact Bermuda Stock, provided certain other requirements are satisfied.

Current report

•A U.S. Holder of Genpact Bermuda Stock whose stock has a fair market value of less than $50,000 on the date of the Domestication and who is not a 10% Shareholder will not recognize any gain or loss and will not be required to include any part of Genpact Bermuda’s earnings in income.

Current report

As discussed further under the section of the Domestication Proxy Statement/Prospectus entitled “Material U.S. Federal Income Tax Consequences of the Domestication,” Genpact Bermuda believes that it is not, and has not been, a PFIC for U.S. federal income tax purposes. In the event that Genpact Bermuda is (or, in some cases, has been) treated as a PFIC, proposed Treasury Regulations (which have a retroactive effective date), if finalized in their current form, generally would require a U.S. Holder to recognize gain as a result of the Domestication unless the U.S. Holder makes (or has made) certain elections.

Current report

THE TAX CONSEQUENCES OF THE DOMESTICATION ARE COMPLEX AND WILL DEPEND ON A HOLDER’S PARTICULAR CIRCUMSTANCES. ALL HOLDERS ARE STRONGLY URGED TO CONSULT THEIR OWN TAX ADVISOR FOR A FULL DESCRIPTION AND UNDERSTANDING OF THE TAX CONSEQUENCES OF THE DOMESTICATION, INCLUDING THE APPLICABILITY AND EFFECT OF THE U.S. FEDERAL, STATE, LOCAL AND FOREIGN INCOME AND OTHER TAX LAWS. FOR A DISCUSSION OF THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE DOMESTICATION, SEE THE SECTION OF THE DOMESTICATION PROXY STATEMENT/PROSPECTUS ENTITLED “MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE DOMESTICATION.”