Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
PART III
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
PART IV
Exhibits and Financial Statement Schedules
Form 10-K Summary
SIGNATURES
CONSOLIDATED FINANCIAL STATEMENTS
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income (Loss)
Consolidated Statements of Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
Special Note Regarding Forward-Looking Statements
We have made statements in this Annual Report on Form 10-K (the “Annual Report”) in, among other sections, Item 1—“Business,” Item 1A—“Risk Factors,” and Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations” that are forward-looking statements. In some cases, you can identify these statements by forward-looking terms such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” “could,” “may,” “shall,” “will,” “would” and variations of such words and similar expressions, or the negative of such words or similar expressions. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, which in some cases may be based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from those expressed or implied by the forward-looking statements. In particular, you should consider the numerous risks outlined under the heading “Summary of Risk Factors” and Item 1A—“Risk Factors” in this Annual Report on Form 10-K. These forward-looking statements include, but are not limited to, statements relating to:
• our ability to retain existing clients and contracts;
• our ability to win new clients and engagements;
• the expected value of the statements of work under our master service agreements;
• our beliefs about future trends in our market;
• political, economic or business conditions in countries where we have operations or where our clients operate, and heightened economic uncertainty and geopolitical tensions;
• expected spending by existing and prospective clients on our services and solutions;
• foreign currency exchange rates;
• our ability to convert bookings to revenue;
• our rate of employee attrition;
• our effective tax rate; and
• competition in our industry.
Factors that may cause actual results to differ from expected results include, among others:
• our ability to anticipate, develop and incorporate advanced technologies, including artificial intelligence ("AI") and generative and agentic AI, into our solutions and services as well as our internal operations and to compete in the rapidly evolving technological environment and successfully implement and generate revenue from new solutions and services;
• our ability to develop and successfully execute our business strategies;
• evolving global trade dynamics, including newly imposed or changing tariffs, trade restrictions and other measures introduced by major economies, any of which may disrupt global supply chains, increase operating costs for our clients and delay their business decisions;
• deterioration in the global economic environment and its impact on our clients;
• our ability to hire and retain enough qualified employees to support our business, especially our advanced technology solutions;
• our ability to safeguard our systems and protect client, Genpact or employee data from security incidents or cyberattacks;
• our ability to effectively price our solutions and services and maintain our pricing and employee and asset utilization rates;
• general inflationary pressures and our ability to share increased costs with our clients;
• increasing competition in our industry;
• increases in wages in locations where we have operations;
• our ability to retain senior management;
• our ability to comply with data protection laws and regulations and to maintain the security and confidentiality of personal and other sensitive data of our clients, employees or others;
• telecommunications or technology disruptions or breaches, natural or other disasters, or medical epidemics or pandemics;
• our dependence on favorable policies and tax laws that may be changed or amended in a manner adverse to us or be unavailable to us in the future, including as a result of tax policy changes in India, and our ability to effectively execute our tax planning strategies;
• claims and lawsuits, including by clients, employees or third parties;
• regulatory, legislative and judicial developments, including the withdrawal of governmental fiscal incentives, particularly in India;
• our dependence on revenues derived from clients in North America and Europe and clients that operate in certain industries;
• geopolitical tensions, including the Russia-Ukraine war and the Middle East conflicts, and actions that may be taken by the United States and other countries in response;
• our ability to successfully consummate or integrate strategic acquisitions;
• our ability to attract and retain clients and to develop and maintain client relationships on attractive terms;
• our ability to service our defined contribution and benefit plan payment obligations;
• clarification as to the possible retrospective application of a judicial pronouncement in India regarding our defined contribution and benefit plan payment obligations;
• financing terms, including changes in the Secured Overnight Financing Rate ("SOFR") and changes to our credit ratings;
• our ability to meet our corporate funding needs, pay dividends and service debt, including our ability to comply with the restrictions that apply to our indebtedness that may limit our business activities and investment opportunities;
• our ability to successfully implement our new enterprise resource planning system;
• our ability to grow our business and effectively manage growth and international operations while maintaining effective internal controls;
• restrictions on visas for our employees, in particular for employees traveling to the United States, the United Kingdom and the European Union, and restrictions on immigration more generally, as well as the potentially increased costs of visas and the wages we are required to pay employees on visas;
• fluctuations in currency exchange rates between the currencies in which we transact business;
• the selling cycle for our client relationships;
• legislation in the United States or elsewhere that restricts or adversely affects demand for our services offshore;
• our ability to protect our intellectual property and the intellectual property of others;
• the international nature of our business;
• technological innovation; and
• unionization of a significant number of our employees.
Although we believe the expectations reflected in the forward-looking statements are reasonable at the time they are made, we cannot guarantee future results, level of activity, performance or achievements. Achievement of future results is subject to risks, uncertainties, and potentially inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could differ materially from past results and those anticipated, estimated or projected. You should bear this in mind as you consider forward-looking statements. We undertake no obligation to update any of these forward-looking statements after the date of this filing to conform our prior statements to actual results or revised expectations. You are advised, however, to consult any further disclosures we make on related subjects in our Forms 10-Q and Form 8-K reports to the Securities and Exchange Commission (the "SEC").
In this Annual Report on Form 10-K, we use the terms “Genpact,” “Company,” “we” and “us” to refer to Genpact Limited and its subsidiaries. Our registered office is located at Canon's Court, 22 Victoria Street, Hamilton HM 12, Bermuda.
SUMMARY OF RISK FACTORS
Below is a summary of the principal risk factors that make an investment in our common shares risky or speculative. Additional risks and uncertainties not known to us or that we deem less significant may also impair our business. Additional discussion of the risks that we face can be found in Item 1A—“Risk Factors” of this Annual Report on Form 10-K, and should be carefully considered, together with the other information in this Annual Report on Form 10-K and our other filings with the Securities and Exchange Commission, before making an investment decision regarding our common shares.
Risks Related to our Business and Operations
• AI and other advanced technologies are having, and are expected to continue to have, a significant impact on our industry and the markets in which we compete. The development and use of AI and other advanced technologies present competitive, reputational and legal risks, and our use of these technologies may not be successful.
• Our success largely depends on our ability to develop and achieve our business strategies, and our results of operations and financial condition may suffer if we are unable to continually develop and successfully execute our business strategies.
• We may fail to attract and retain enough qualified employees to support our business, especially our advanced technology solutions.
• We face legal, operational, reputational and financial risks from any failure to safeguard our systems and protect client, Genpact or employee data from security incidents or cyberattacks.
• Our profitability will suffer if we are not able to price appropriately, effectively utilize new technologies, maintain employee and asset utilization levels and control our costs.
• Our results of operations could be adversely affected by economic and geopolitical conditions and the effects of these conditions on our and our clients’ businesses and levels of business activity.
• A substantial portion of our assets, employees and operations is located in India and we are subject to regulatory, economic, social and political uncertainties in India.
• Changes in our tax rates or tax provisions, adverse tax audits and other proceedings, or changes in tax laws or their interpretation or enforcement could have an adverse effect on our business, results of operations, effective tax rate and financial condition.
• Our industry is highly competitive, and we may not be able to compete effectively.
• Wage increases in the countries where we operate may reduce our profit margin.
• Our success depends in part on our retention of key members of our senior leadership team.
• Our business depends on generating and maintaining ongoing, profitable client demand for our services and solutions, and a significant reduction in such demand or an inability to respond to or compete in the rapidly evolving technological environment could materially affect our results of operations.
• We enter into long-term contracts and fixed-price contracts with our clients. Our failure to price these contracts correctly may negatively affect our profitability.
• Our partnerships, alliances and other third-party relationships are critical to our growth strategy and expose us to a variety of risks that could have a material adverse effect on our business.
• Business disruptions could seriously harm our future revenue and financial condition and increase our costs and expenses.
• We may be subject to claims and lawsuits for substantial damages, including by our clients arising out of disruptions to their businesses or our inadequate performance of services.
• Recent and future legislation and executive action in the United States and other jurisdictions could significantly affect the ability or willingness of our clients and prospective clients to utilize our services.
• Our global operations expose us to numerous and sometimes conflicting legal and regulatory requirements, and we are or may become subject to government investigations, regulatory examinations and enforcement actions worldwide that could harm our business.
• Our revenues are highly dependent on clients located in North America and Europe, as well as on clients that operate in certain industries.
• We are implementing a new enterprise resource planning system, and challenges with the planning or implementation of the system may impact our internal controls over financial reporting, business and operations.
• Our results of operations and share price could be adversely affected if we are unable to maintain effective internal controls.
• We may face difficulties in providing end-to-end business solutions or delivering complex, large or unique projects for our clients that could cause clients to discontinue their work with us, which in turn could harm our business and our reputation.
• Currency exchange rate fluctuations in various currencies in which we do business, especially the Indian rupee, the euro and the U.S. dollar, could have a material adverse effect on our business, results of operations and financial condition.
• Restrictions on entry or work visas may affect our ability to compete for and provide services to clients, which could have a material adverse effect on our business and financial results.
• We may be unable to service our debt or obtain additional financing on competitive terms or at all.
• We often face a long selling cycle to secure a new Digital Operations contract as well as long implementation periods that require significant resource commitments, which result in a long lead time before we receive revenues from new relationships.
• We make estimates and assumptions in connection with the preparation of our consolidated financial statements, and any changes to those estimates and assumptions could adversely affect our financial results.
• Our operating results may experience significant fluctuations.
• If we are unable to collect our receivables, our results of operations, financial condition and cash flows could be adversely affected.
• Some of our contracts contain provisions which, if triggered, could result in lower future revenues and have a material adverse effect on our business, results of operations and financial condition.
• Our business could be materially and adversely affected if we do not protect our intellectual property or if our solutions or services are found to infringe on the intellectual property of others.
• We may face difficulties as we expand our operations into countries in which we have no prior operating experience.
• Armed conflicts, terrorism or other acts of violence involving any of the countries in which we or our clients have operations could adversely affect our operations and client confidence.
• If more stringent labor laws become applicable to us or if a significant number of our employees unionize, our profitability may be adversely affected.
• We may engage in strategic transactions that could create risks.
• Bermuda recently enacted new tax legislation that will impose a corporate income tax on certain Bermuda companies. Any new tax liability in Bermuda or another jurisdiction based on our incorporation in Bermuda could have a material adverse effect on our business, results of operations and financial condition.
• Economic substance requirements in Bermuda could adversely affect us.
• We may not be able to realize the entire book value of goodwill and other intangible assets from acquisitions.
Risks Related to our Shares
• The issuance of additional common shares by us or the sale of our common shares by our employees could dilute our shareholders’ ownership interest in the Company and could significantly reduce the market price of our common shares.
• There can be no assurance that we will continue to declare and pay dividends on our common shares, and future determinations to pay dividends will be at the discretion of our board of directors.
• We are organized under the laws of Bermuda, and Bermuda law differs from the laws in effect in the United States and may afford less protection to shareholders.
• The market price for our common shares has been and may continue to be volatile.
• You may be unable to effect service of process or enforce judgments obtained in the United States or Bermuda against us or our assets in the jurisdictions in which we or our executive officers operate.
USE OF TRADEMARKS
The trademarks, trade names and service marks appearing in this Annual Report on Form 10-K are the property of their respective owners. We have omitted the ® and ™ designations, as applicable, for the trademarks named in this Annual Report on Form 10-K after their first reference herein.
PART I
Item 1. Business
Genpact is an agentic and advanced technology solutions company recognized for its deep industry knowledge, process intelligence and last mile expertise. With decades of client trust and a strong partner ecosystem, we provide innovative solutions that transform how businesses run. Powered by a team with an active learning mindset and client centricity at its core, we deliver lasting value for the world's leading enterprises.
We have over 146,500 employees and serve clients from more than 35 countries around the world. Our 2025 total net revenues were $5.1 billion.
Genpact was established more than 25 years ago as the global capability center for the General Electric Company (“GE”). Our mandate was to perfect a set of shared business processes using Lean Six Sigma and other rigorous methodologies. The work was highly detailed and operationally complex, establishing Genpact as one of the world’s leading business process experts. This operational discipline, combined with our end-to-end process view, granular data benchmarking capabilities, and operator-led approach has shaped our culture and core competencies in process design, data management, and industry domain knowledge. We believe this foundational process intelligence positions us to deliver differentiated AI and agentic solutions that address the operational complexities and "last mile" execution challenges our clients are facing.
Today, we are embedding AI as a driver of enterprise-wide value – building agentic solutions that act and learn alongside humans with the potential to unlock transformational outcomes for the world’s leading companies. We believe we are well positioned to help clients move from experimentation with AI to agentic operations. We sit at the heart of modern enterprise operations and are known globally for bringing deep domain and process expertise, last mile knowledge, rich operational data, and proprietary advanced technologies to transform business processes and deliver outstanding results for our clients. We support mission critical operations for some of the world’s leading companies and leverage our Advanced Technology Solutions, including Data and AI and Agentic Solutions, to help them reimagine the most critical elements of their AI journey – from reengineering business processes to building data and AI capabilities to leading with agentic collaboration.
We enable AI-led transformation for our clients through our Advanced Technology Solutions and our Core Business Services.
Advanced Technology Solutions
Our Advanced Technology Solutions comprise our capabilities in the areas of Data and AI , Digital Technology , Advisory Services and Agentic Solutions .
Revenues from Advanced Technology Solutions in 2025 were $1.2 billion, representing 23.7% of our 2025 net revenues.
Data and AI
Data and AI includes data and AI strategy, data engineering, data management, and domain-based AI and generative AI solutions and services. We enhance, modernize and enrich structured and unstructured data and use a spectrum of advanced analytical tools and techniques, including our in-house and third-party AI, generative AI, and machine learning capabilities and proprietary solutions, to create insights, improve decision-making for our clients and address a range of complex industry-wide challenges and opportunities.
Digital Technology
As we develop new advanced technology solutions for our clients, we develop proprietary technology in the process. Additionally, we may partner with many market-leading technology establishments to develop solutions that we can embed into our offerings. The digital technologies comprising our proprietary technology and partner technology aim to improve execution of business processes and enable scalable efficiencies.
Advisory Services
Our Advisory Services are built on our industry intelligence and process expertise and driven by our practitioner's perspective, which is rooted in decades of operational depth across industries. We provide consultative advice to clients through either functional- or industry-specific process design, operating model design, agentic and advanced technology value identification and capture, M&A and change management services.
Agentic Solutions
Our Agentic Solutions combine advanced AI and domain-specific, agent management capabilities, leveraging large language models, small language models, domain-specific context, robotic process automation, and orchestration to deploy agents that can learn, adapt, and make decisions. Built on deep process intelligence and governance frameworks, our agentic solutions redesign end-to-end workflows, enabling AI agents to manage routine or complex processes, while humans focus on higher-value judgment, oversight and responsible AI.
Core Business Services
Our Core Business Services include Decision Support Services , Technology Services and Digital Operations .
Revenues from Core Business Services in 2025 were $3.9 billion, representing 76.3% of our 2025 net revenues.
Decision Support Services
Our Decision Support Services combine models and other analytical techniques to help organizations make better choices. These services are human-led delivery combining large amounts of data, analyzing it, identifying patterns, and presenting actionable insights, often through visualizations or reports to our clients. These services are typically done in support of clients' supply chain, order management and procurement, risk management, and financial planning and analysis functions.
Technology Services
Our Technology Services generally fall into three categories: (i) application management, which includes overseeing software applications throughout their lifecycle, from planning and development to deployment, maintenance, and retirement, ensuring they run securely; (ii) customization, maintenance, and ongoing support of technology platforms that are used by internal business functions (such as Enterprise Resource Planning (ERP) systems); and (iii) services that manage the asset lifecycle for components of clients’ technology stacks.
Digital Operations
Digital Operations refer to our traditional managed service offerings where we leverage technology and deep domain and process expertise to transform and run our clients’ operations with an aim to achieve higher levels of end-to-end performance. These services allow enterprises to be more flexible and focus on high-value work to better compete in their industries. Our Digital Operations solutions also include certain information technology ("IT") support services for legacy applications, including end-user computing support and infrastructure production support.
We introduced the Advanced Technology Solutions and Core Business Services revenue disaggregation in the quarter that began on April 1, 2025. Prior to that, we disaggregated our revenue as revenue from either Data-Tech-AI or Digital Operations.
Data-Tech-AI
Our Data-Tech-AI services focus on designing and building solutions that harness the power of advanced technologies, data and advanced analytics, AI, and cloud-based software-as-a-service ("SaaS") offerings to help transform our clients’ businesses and operations. These services include advisory, implementation and execution work. We provide consultative advice to clients as well as technology engineering support and migration and optimization of our clients’ data and technology enterprise infrastructures. Using human-centric design, we help clients build new products and services, create digital workspaces, and drive customer, client, employee and partner engagement.
Data-Tech-AI revenues in 2025 we r e $2.5 billion, representing 48.1% of our 2025 net revenues.
Digital Operations
Digital Operations are described above under "Core Business Services."
Digital Operations revenues in 2025 were $2.6 billion, representing 51.9% of our 2025 net revenues.
The chart below illustrates how Advanced Technology Solutions, Core Business Services, Data-Tech-AI and Digital Operations intersect.
Industries we serve
We work with clients across our chosen industry verticals, reflecting our deep industry expertise. Our industry verticals, described in more detail below, are grouped within our three reportable segments: (1) Financial Services, (2) Consumer and Healthcare, and (3) High Tech and Manufacturing. Organizing our business by industry verticals allows us to leverage our deep domain knowledge and create, replicate, and standardize innovative solutions for clients in the same industries. Our segments align our products and services with how we manage our business, approach our key markets, and interact with clients through a unified go-to-market approach.
Financial Services
Our Financial Services segment covers the Advanced Technology Solutions and Core Business Services we provide to clients in the banking, capital markets and insurance sectors. Our banking and capital markets clients include retail, investment and commercial banks, equipment and lease financing providers, fintech companies, payment providers, wealth and asset management firms, broker/dealers, exchanges, auto finance providers, clearing and settlement organizations, renewable energy lenders and other financial services companies. Our domain-specific services and solutions for these clients include customer onboarding, customer service, collections, retail and commercial loan operations, payment operations, mortgage origination and servicing, compliance, and wealth management and capital market operations support. We also provide financial crime and risk management services and solutions in areas such as fraud and dispute management, anti-money laundering, transaction monitoring, Know Your Customer, due diligence, and sanctions screening.
Our insurance clients include insurers, brokers, agents, reinsurers and insurtech companies operating across property and casualty, specialty, life, annuity, disability and employee benefits lines of business. Our domain-specific services and solutions for these clients include our proprietary insurance policy suite, underwriting support, new business processing, policy administration, customer service and claims management, as well as data and analytics services such as catastrophe and exposure/risk modeling and actuarial services. We also provide end-to-end third-party administration for property and casualty claims, and technology services specific to insurance, including insurance platform systems integration.
Revenues from our Financial Services segment in 2025 were $1.4 billion, representing 26.7% of our 2025 net revenues.
Consumer and Healthcare
Our Consumer and Healthcare segment covers the Advanced Technology Solutions and Core Business Services we provide to clients in the consumer goods, retail, life sciences and healthcare sectors. Our consumer goods and retail clients include companies in the food and beverage, household goods, consumer health and beauty and apparel industries, as well as grocery chains and general and specialty retailers. The domain-specific services and solutions we provide to these clients include demand generation, sensing and planning, supply chain planning and management, pricing and trade promotion management, deduction recovery management, order management, digital commerce and customer experience.
Our life sciences and healthcare clients include pharmaceutical, medical technology, medical device and biotechnology companies as well as retail pharmacies, distributors, diagnostic labs, and healthcare payers (health insurers) and providers. Our domain-specific services and solutions for life sciences clients include regulatory affairs services, such as lifecycle management, regulatory operations, Chemistry Manufacturing Controls compliance and regulatory information management. Our services and solutions for healthcare clients include end-to-end claim lifecycle management, from claims processing and adjudication to claims recovery and payment integrity, revenue cycle management, health equity analytics, care services and customer experience.
Revenues from our Consumer and Healthcare segment in 2025 were $1.7 billion, representing 34.0% of our 2025 net revenues.
High Tech and Manufacturing
Our High Tech and Manufacturing segment covers the Advanced Technology Solutions and Core Business Services we provide to clients in the high tech hardware, high tech software and manufacturing sectors. Our clients in the high tech industry include companies in the information and digital technology, software, digital platform, social media, electronics, semiconductor, enterprise technology, media and communications, services and hospitality sectors. The industry-specific services and solutions we provide to these clients include trust and safety, advertising sales support, customer and user experience, customer care support and supply chain management.
Our manufacturing clients include companies in the aerospace, automotive and mobility, chemicals, energy, electric vehicles and batteries, industrial machinery, materials transportation and logistics, oil and gas and utilities sectors. The industry-specific services and solutions we provide to these clients include supply chain management, direct and indirect procurement, logistics, field, aftermarket support and engineering services.
Revenues from our High Tech and Manufacturing segment in 2025 were $2.0 billion, representing 39.3% of our 2025 net revenues.
Enterprise functional services
Our process intelligence, developed over decades running operations for large clients, extends not only to specific industries but also to specific enterprise functional processes. We provide the following enterprise functional services across all of our industry segments:
Finance and accounting services
We believe we are one of the world’s premier providers of finance and accounting services. Our focus is on delivering fast and high-quality results, minimizing exceptions, providing a seamless user experience, and driving working capital improvements for our clients. We offer a range of services in this area, including:
Accounts payable : Our accounts payable services include document management, vendor master data management, invoice receipt and processing, accuracy audits, reconciliations, aging analyses, help desk management, payments processing and travel and expense processing;
Invoice-to-cash : Our invoice-to-cash services include customer master data management, credit and contract management, data validation and credit worthiness assessments, billing, collections, accounts receivable maintenance and reporting, credit review support, bad debts research, accounts receivable reconciliation, and dispute and deduction management services;
Record to report : Our record to report services include closing and reporting process management, general accounting and industry-specific accounting services, treasury services, tax services, and external reporting, including statutory accounting and reporting;
Financial planning and analysis : Our financial planning and analysis services include budgeting, planning and forecasting support, management reporting, business, financial and operational analytics, transformation design, digital-infused process enhancement, enterprise data and advisory services, master data management and data quality services and data lake implementation;
Enterprise risk and compliance : Our enterprise risk and compliance services include operational risk and controls across a wide range of regulatory environments, including SOX and controls monitoring, controls transformation, ERP and digital controls, third party risk management, internal audit and audit analytics; and
Finance strategy : These services cover the entire finance value stream, working capital optimization, operational finance transformation, as well as corporate development and event-driven initiatives, such as carve-outs and post-merger integration services, including transactional due diligence.
Supply chain and procurement services
Supply chain: We help our clients transform process-led and technology-enabled operating models across the value chain (plan, source, make, deliver, and aftersales). We cover the complete supply chain operations reference model and provide advisory and managed services in critical areas such as supply chain resiliency, sustainable/circular supply chain and orchestrated enterprise.
Procurement: We offer advisory and managed services across the direct and indirect procurement value chain, including strategic sourcing, responsible sourcing, category management, spend analytics, procurement operations and digital platform transformation.
Human resources and people advisory services
Our human resources ("HR") services include change management services, where we partner with clients to drive HR function transformations through an approach that combines strategic communications, leadership enablement and training design services. We also provide HR advisory services, which focus on HR operating model design, technology implementation and M&A people integration services.
Sales and commercial, marketing and experience services
Sales and commercial: We drive growth and experience for our clients by transforming and running the end-to-end sales lifecycle for our clients through services such as campaign management, lead generation, qualification and deductions. We also provide services in the areas of partner management and commercial operations, such as pricing and promotion optimization, B2B customer experience, and deductions and dispute management.
Marketing and experience: We enable our clients to drive growth by delivering transformational experiences that leverage our deep understanding of data, technology and process design. Our focus is to differentiate through operational transformation, generative AI enablement and improved experience across customers, employees and products, with data led insights. Our services in this area are supported by strategic partnerships with leading ecosystem providers in marketing and experience.
Global Business Solutions/Global Capability Center services
Our global business solutions ("GBS"), including our global capability center ("GCC") advisory services, help our clients to set up their own GBS and GCC capabilities. These services include strategy and feasibility assessment, location selection, target operating model design, hiring, recruitment and onboarding, transition, change management and service delivery optimization. Our GCC services also include capability building and transition services.
Our clients
Our clients include some of the biggest brands in the world, many of which are leaders in their industries, including approximately one quarter of the Fortune Global 500, as well as smaller, emerging companies that are disrupting their industries.
Our contracts for Digital Operations often take the form of a master services agreement ("MSA"), which is a framework agreement that we then supplement with statements of work ("SOWs") or other service level agreements, such as supplements, work orders, purchase orders or business services agreements. These SOWs and other service level agreements cover in more detail the type of work to be performed and the associated amounts to be billed. For Agentic Solutions, we typically enter into master software-as-a-service agreements with our clients. For other Advanced Technology and Data-Tech-AI services, we typically enter into consulting agreements with our clients. For more about our contracting frameworks, see Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—Net Revenues.”
Partnerships and alliances
Strategic alliances with companies whose services and solutions complement ours are integral to our growth and innovation strategy. Our partnership strategy is designed to deepen collaboration and drive value in three core categories:
• Enterprise partners : We work closely with leading global technology companies to accelerate our advanced technology solutions. These relationships are increasingly central to our business model, supporting co-innovation and joint go-to-market initiatives.
• Domain partners : We engage with industry- and function-specific partners to deliver differentiated, domain-led solutions. By leveraging our expertise and the specialized capabilities of these partners, we address complex business challenges and seek to create unique value propositions.
• Innovation Accelerator Partners : We also collaborate with start-ups and emerging innovators to enhance our technology and AI capabilities, providing early access to disruptive trends and fostering a culture of continuous innovation.
Our approach prioritizes quality, strategic alignment, and joint value creation. By continually refining our partner ecosystem, we aim to embed advanced technologies in virtually all of our offerings, as we co-develop solutions and deliver greater value to clients across our core markets. This partnership model is a key enabler of our transformation agenda and supports our ambition to be a leader in Agentic and Advanced Technology Solutions.
Our workforce
We are hiring leaders with significant experience in Data and AI, product development, and technology consulting to drive critical initiatives within our Agentic and Advanced Technology Solutions. Over time, we are also incorporating more digital labor into our workforce in the form of AI agents. As of December 31, 2025, we had over 146,500 employees working in more than 35 countries. Our workforce is critical to the success of our business. We have created, and constantly reinforce, a culture that emphasizes collaboration, innovation, continuous learning, process improvement, and dedication to our clients. We seek to foster a culture that wins clients, develops leaders and attracts and retains talent who exhibit our core values – curiosity, incisiveness and courage – and who uphold our dedication to integrity consistent with our Code of Conduct, Integrity@Genpact.
Rewarding and recognizing our talent
We aim to create a work environment where every person is inspired to achieve, driven to perform and rewarded for their contributions. We strive to engage and competitively compensate our high-performing talent by providing performance-based promotions and merit-based compensation increases. In 2025, we promoted more than 11,000 of our employees and encouraged employee career growth through internal training, including our Genome learning platform, and professional development programs . We also closely monitor employee retention levels and regularly evaluate our pay-for-performance approach in an effort to retain our top talent.
We believe in equal opportunity for each individual, irrespective of their gender, age, ethnicity, cultural background, race or sexual orientation. Understanding each other’s uniqueness, recognizing our differences, respecting varied opinions and accepting various points of view is at the heart of our organization’s culture. We promote these values by seeking to maintain hiring and management practices that ensure opportunities are equally open to all.
Employee development and engagement
We are committed to the career development of our employees and making them future-ready as we continue to pivot towards Agentic and Advanced Technology Solutions. We strive to engage them with challenging and rewarding career opportunities. Our performance management approach supports our career philosophy by encouraging employees to reflect on their performance, set challenging goals, receive feedback, identify their development needs and find relevant learning and training opportunities. We have also developed a number of leadership development and mentoring programs, including our Global Operations Leadership Development and our Leadership Direct programs for high potential talent and our programs designed to increase gender diversity in our leadership ranks, such as our Pay it Forward and Women’s Leadership initiatives.
We have also developed a learning framework called Genome that enables our employees to acquire new skills and evolve quickly as industries and technologies change, equipping them with skills that are relevant to their current roles and future aspirations. Genome was designed to shape an adaptive workforce, and its learning strategy was formulated to “reskill at scale” and be integrated throughout the enterprise.
As Genpact continues to pivot towards Agentic and Advanced Technology Solutions, we are significantly scaling AI talent and reshaping our workforce into two cohorts: AI builders and AI practitioners. AI builders are experts who build AI solutions and includes data scientists, data engineers and technical architects. AI practitioners are domain experts who are trained to use AI in the flow of work for client processes.
In 2025, our employees completed over 12.5 million learning hours, including an increase on time spent in technology and AI skilling by 1.5 times year-over-year. We now have more than 7,000 AI builders and nearly 20,000 AI practitioners, with more than 9,000 external certifications awarded in 2025 through partner training programs, including Databricks, Microsoft, and AWS.
TalentMatch is our talent transformation initiative to match the skills and job aspirations of our employees with existing and future job opportunities at Genpact. By enabling employees to prepare for their future career aspirations by upskilling and reskilling through Genome, TalentMatch has allowed us to identify talent available for redeployment from one part of our business to another as the needs of our clients change. It improves our employee utilization globally by providing the right talent at the right time for our client engagements. TalentMatch also gives our employees the opportunity to take their careers in their desired directions, thus increasing employee satisfaction, and bolstering our ability to scale our flexible working model.
Amber , our AI-powered chatbot and employee experience platform, enables transformation of our employee engagement strategy. Amber provides an outlet for unbiased and judgment free conversations, giving employees a space to share honest insights and enabling live predictive people analytics for business and HR leaders.
By engaging with our employees through Amber, we have increased the scope and frequency of employee feedback and our ability to identify trends in employee engagement and satisfaction across the company.
In 2025, we continued to invest in technologies and programs designed to improve employee experience, with a particular focus on employee well-being. These investments included developing and launching a series of AI agents to support employee learning, career development and issue resolution.
Corporate social responsibility
Our approach to corporate social responsibility focuses on two pillars tied to our purpose: Better Access to healthcare, education and opportunities for the communities in which we live and work, and Better Planet , which reflects our aim to inform, educate, and catalyze action on the different facets of the environment and climate change and help make the planet work better for all.
We foster a culture of giving and volunteering, primarily through local community and social initiatives. More than 65,000 of our employees have volunteered their time to support a range of causes, such as mentoring children and young adults, providing meals to food-insecure communities, planting saplings, and engaging in e-waste collection drives.
Additionally, in 2025 more than 3,000 of our employees participated in our payroll-based charitable donation programs, and many of our employee volunteers participated in virtual volunteering initiatives such as creating learning aids for students, awareness posters for non-profits, and completing at-home sustainability challenges to build a better planet.
Sales and marketing
We market our services and solutions to both existing and potential clients through our business development team. Like our clients, members of this team are based around the globe. Our business development team focuses both on supporting our existing client accounts and acquiring new clients.
We have designated lead client partners and global relationship managers for each of our existing client relationships. These business development personnel are supported by industry and capability subject matter experts to ensure our services and solutions best address the needs of our clients. We continuously monitor our client satisfaction levels to ensure that we maintain high service levels using metrics such as the Net Promoter Score.
The length of our selling cycle varies depending on the type of engagement. The sales cycle for our advisory and project work is typically much shorter than the sales cycle for a large business process engagement. Our efforts may begin in response to our lead generation program, a perceived opportunity, a reference by an existing client, a request for proposal or otherwise. Our teams seek to understand the needs and priorities of our clients as well as the business outcomes our clients desire, and we leverage our combination of advanced technology skills and industry expertise to create differentiated client solutions. We may expend substantial time and resources in engaging with prospective clients to secure new business. See Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—Net Revenues.”
As our relationship with a client deepens, the time required to win an engagement for additional services generally declines. In addition, during an engagement, as we better understand and experience a client’s business and processes, we are able to identify incremental opportunities to deliver greater value for the client, including by leveraging our expanding portfolio of Agentic and other Advanced Technology Solutions to transform our clients’ operations.
We strive to foster relationships between our senior leadership team and our clients’ senior management teams. These “C-level” relationships ensure that both parties are focused on establishing priorities, aligning objectives and driving client value. High-level executive relationships present significant opportunities to increase business from our existing clients. These relationships also provide a forum for gathering feedback on service delivery performance and
addressing client concerns. Our governance methodology is designed to ensure that we are well connected at all levels of our clients’ organizations (executive, management, technology and operations).
Significant new business opportunities are reviewed by business leaders, lead client partners and global relationship managers from the applicable industry along with operations personnel and members of our finance team. If they determine that the new business is aligned with our strategic objectives and a good use of our resources, then our business development team is authorized to pursue the opportunity.
Global delivery
We serve our clients using our global network of more than 100 delivery centers in more than 25 countries. We have delivery centers in Argentina, Australia, Brazil, Bulgaria, Canada, China, Colombia, Costa Rica, Egypt, Germany, Guatemala, Hungary, India, Israel, Italy, Japan, Malaysia, Mexico, the Netherlands, the Philippines, Poland, Portugal, Romania, South Africa, Thailand, Turkey and the United States. We also have employees in these and additional countries, such as the Czech Republic, Ireland, Singapore and Slovakia, who work with our clients either onsite or virtually, which offers flexibility for both clients and employees. Over time, we are also incorporating more digital labor into our workforce in the form of AI agents.
With this global network, both human and agentic, we are able to manage complex processes around the world. We use different locations for different types of services depending on client needs and the mix of skills and cost of employees at each location.
Our global delivery model gives us:
• multilingual capabilities;
• access to a larger talent pool;
• “near-shoring” as well as off-shoring capabilities to take advantage of time zones; and
• proximity to our clients through a significant onshore presence.
We also regularly look for new places to open delivery centers and offices, both in new countries and in new cities in countries where we already have a presence. Before choosing a new location, we consider several factors, such as the talent pool, infrastructure, government support, operating costs, and client demand.
Service delivery model
We seek to be a seamless extension of our clients’ operations. To that end, we have developed the Genpact Virtual Captive SM service delivery model, in which we create a virtual extension of our clients’ teams and environments. Our clients get dedicated support, as well as dedicated infrastructure at our delivery centers. We also train our teams in our clients’ cultures, processes, and business environments.
Intellectual Property
The solutions we offer our clients often include a range of proprietary methodologies, software, and reusable knowledge capital. We develop intellectual property in the course of our business and our agreements with our clients govern the ownership of such intellectual property. We seek to protect our intellectual property and our brand through various means, including by agreement and applications for patents, trademarks, service marks, copyrights and domain names. Some of our intellectual property rights are trade secrets and relate to proprietary business process enhancements.
As of December 31, 2025, we had a portfolio of more than 80 patents and pending patent applications globally. Additionally, we have over 200 trademarks registered in various jurisdictions.
We often use third-party and client software platforms and systems to provide our services. Our agreements with our clients normally include a license to use the client’s proprietary systems to provide our services. Clients authorize us to access and use third party software licenses held by the client so that we may provide our services. Our agreements with vendors normally include an assignment of rights to all intellectual property developed by such vendors on our behalf.
It is our practice to enter into agreements with our employees and independent contractors that:
• ensure that all new intellectual property developed by our employees or independent contractors in the course of their employment or engagement is assigned to us;
• provide for employees’ and independent contractors’ cooperation in intellectual property protection matters even if they no longer work for us; and
• include a confidentiality undertaking by our employees and independent contractors.
Competition
We operate in a highly competitive and rapidly evolving global market. We have a number of competitors offering services that are the same as or similar to ours. Our competitors include:
• large multinational service providers, primarily accounting and consulting firms, that provide consulting, technology transformation and other professional services;
• companies that are primarily business process service providers operating from low-cost countries, most commonly India;
• companies that are primarily information technology service and transformation services providers with some business process service capabilities; and
• smaller, niche service providers that provide services or products in a specific geographic market, industry or service area, including AI and other advanced technologies.
We may also face losses or potential losses of business when in-house departments of companies use their own resources – often through a global capability center ("GCC") model – rather than engage an outside firm for the types of services and solutions we provide.
Our business model is also subject to competitive forces from the advent of novel technology or applications of these technological capabilities made readily available in open-market environments. The improving capabilities of generative and agentic AI solutions may also lead to increased competition from technology platform or AI-native competitors.
We believe that the principal competitive factors in our industry include:
• deep expertise in industry- and function-specific domains and processes;
• ability to advise clients on how to transform their processes and deliver transformation that drives business value;
• ability to provide innovative services and products, including agentic and other advanced technology solutions;
• access to data, AI and technology expertise to identify opportunities for transformation and value creation;
• ability to consistently add value through digital transformation and continuous process improvement;
• reputation and client references;
• contractual terms, including competitive pricing and innovative commercial models;
• scope of services;
• quality of products, services and solutions;
• ability to sustain long-term client relationships; and
• global reach and scale.
Our clients typically retain us on a non-exclusive basis.
Regulation
We are subject to regulation in many jurisdictions around the world as a result of the complexity of our operations and services, particularly in the countries where we have operations and where we deliver services. We are also subject to regulation by regional bodies such as the European Union ("EU").
In addition, the terms of our service contracts typically require that we comply with applicable laws and regulations. In some of our service contracts, we are contractually required to comply even if such laws and regulations apply to our clients, but not to us, and sometimes our clients require us to take specific steps intended to make it easier for them to comply with applicable requirements. In some of our service contracts, our clients undertake the responsibility to inform us about laws and regulations that may apply to us in jurisdictions in which they are located.
If we fail to comply with any applicable laws and regulations, we may face restrictions on our ability to provide services, and may also be the subject of civil or criminal actions involving penalties, any of which could have a material adverse effect on our operations. Our clients generally have the right to terminate our contracts for cause in the event of
regulatory failures, subject in some cases to notice periods. See Item 1A—“Risk Factors—Risks Related to our Business and Operations—Our global operations expose us to numerous and sometimes conflicting legal and regulatory requirements, and violations of these laws and regulations could harm our business.” If we fail to comply with contractual commitments to facilitate our clients’ compliance, we may be liable for contractual damages, and clients in regulated industries may be less willing to use our services.
We are affected by laws and regulations in the United States, the United Kingdom ("UK"), the EU and its member states, and other countries in which we do business that are intended to limit the impact of outsourcing on employees in those jurisdictions, and occasional changes to laws and regulations in such jurisdictions may impose changes that further restrict or discourage offshore outsourcing or otherwise harm our business. See Item 1A—“Risk Factors—Risks Related to our Business and Operations—Recent and future legislation and executive action in the United States and other jurisdictions could significantly affect the ability or willingness of our clients and prospective clients to utilize our services.”
Our collection, use, disclosure and retention of personal health-related and other information is subject to an array of privacy, data security, and data breach notification laws and regulations that change frequently, are inconsistent across the jurisdictions in which we do business, and impose significant compliance costs. In the United States, personal information is subject to numerous federal and state laws and regulations relating to privacy, data security, and breach notification, including, for example, the Financial Modernization Act (sometimes referred to as the Gramm-Leach-Bliley Act), Health Insurance Portability and Accountability Act, Federal Trade Commission Act, Family Educational Rights and Privacy Act, Communications Act, Electronic Communications Privacy Act, and state-level comprehensive privacy laws, including the California Consumer Privacy Act. There are also various state-level privacy laws that specifically regulate consumer health data.
All fifty U.S. states and the District of Columbia have implemented separate data security breach notification laws with which we must comply, and some states have added specific data security standards to their existing laws.
Some courts have become more willing to allow individuals to pursue claims in data breach cases, indicating that it may become easier for consumers to sue companies for data breaches. Related laws and regulations govern our direct marketing activities and our use of personal information for direct marketing, including the Telemarketing and Consumer Fraud and Abuse Prevention Act, Telemarketing Sales Rule, Telephone Consumer Protection Act and rules promulgated by the Federal Communications Commission, and CAN-SPAM Act. In 2018, the Clarifying Lawful Overseas Use of Data Act established new required processes and procedures for handling U.S. law enforcement requests for data that we may store outside of the U.S.
In the EU, the General Data Protection Regulation ("GDPR") went into effect in May 2018. The GDPR imposes privacy and data security compliance obligations and increased penalties for noncompliance. In particular, the GDPR has introduced numerous privacy-related obligations for companies operating in the EU, including greater control for data subjects, increased data portability for EU consumers, data breach notification requirements and increased fines for violations. The GDPR also prohibits the transfer of personal data from the European Economic Area (“EEA”) to countries outside of the EEA unless an appropriate data transfer mechanism has been put in place. Such mechanisms include adequacy decisions, standard contractual clauses ("SCCs") and binding corporate rules ("BCRs"). Our BCR for data processors was approved in May 2024 and is subject to the oversight of our supervisory authority, the Romanian National Supervisory Authority for Personal Data Processing. Changes to the GDPR, SCCs, adequacy decisions, our BCRs, or changes in oversight or enforcement priorities could create uncertainty around international transfers of data and may require Genpact to modify its approach.
Following the withdrawal of the UK from the EU, the UK has amended the UK Data Protection Act 2018 to retain the GDPR in UK national law. The penalties prescribed in the UK GDPR are the same as under the EU GDPR. However, the UK has implemented its own guidance for handling outbound data transfers to jurisdictions, such as the U.S., whose privacy laws are not covered by an existing adequacy decision and has adopted an International Data Transfer Agreement as a framework for companies to transfer personal data outside of the UK.
Additionally, foreign governments outside of the EU and UK are also taking steps to fortify their data privacy laws and regulations. For example, India recently enacted a data protection law that will affect how we handle vendor and employee data in India. Other countries in Africa, Asia and Latin America have either passed data privacy legislation or are considering data protection laws that affect or may affect us. As privacy laws and regulations around the world continue to evolve, these changes could adversely affect our business operations, websites and mobile applications that are accessed by residents in the applicable countries.
In the United States, we are either directly subject to, or contractually required to comply or facilitate our clients’ compliance with, laws and regulations arising out of our work for clients operating there, especially in the area of banking, financial services and insurance, such as the Gramm-Leach-Bliley Act, the Fair Credit Reporting Act, the Fair
and Accurate Credit Transactions Act, the Right to Financial Privacy Act, the Bank Secrecy Act, the USA PATRIOT Act, the Bank Service Company Act, the Home Owners Loan Act, the Electronic Funds Transfer Act, the Equal Credit Opportunity Act, executive action and regulation by U.S. agencies such as the Securities and Exchange Commission ("SEC"), the Federal Reserve, the Federal Deposit Insurance Corporation, the National Credit Union Administration, the Commodity Futures Trading Commission, the Federal Financial Institutions Examination Council, the Office of the Comptroller of the Currency, the Consumer Financial Protection Bureau and the Department of Justice. Additionally, in the EU and other countries, including Australia, we are either directly subject to, or contractually required to comply or facilitate our clients’ compliance with, regulations addressing organizational resilience. For clients in the EU financial sector, new frameworks such as the Digital Operational Resilience Act (effective 2025) and NIS2 impose heightened information and communications technology risk management and reporting obligations that may increase our compliance obligations and costs.
Because of our debt collections work in the United States, we are also regulated by laws such as the Truth in Lending Act, the Fair Credit Billing Act, the Fair Debt Collection Practices Act, the Telephone Consumer Protection Act and related regulations. We are currently licensed to engage in debt collection activities in all jurisdictions in the United States where licensing is required. U.S. banking and debt collection laws and their implementing regulations are occasionally amended, and these changes may impose new obligations on us or may change existing obligations.
Because of our insurance processing activities in the United States, we are currently licensed as a third-party administrator in 43 states and are regulated by the department of insurance in each such state. In two other states, we qualify for regulatory exemption from licensing based on the insurance processing activities we provide. We also hold entity adjuster licenses in 24 states that require licensing. Our debt collections and insurance processing activities are also subject to licensing or authorization in other countries, including the UK, France, and Australia.
Certain laws may apply to our content moderation activity, such as laws regulating hate speech on the internet. In the United States, Section 230 of the Communications Decency Act shields “interactive computer services” (e.g., websites, social media platforms) from liability for the speech of their users, with certain exceptions.
The law also shields interactive computer services from civil liability for a good faith action voluntarily taken to restrict access to or availability of content that the provider or user considers to be obscene, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable, whether or not such material is constitutionally protected. The future of Section 230 and the scope of the protections it provides to online publishers and other laws related to bullying, harassing, offensive materials and hate speech on the internet are currently the topic of significant debate. We expect that these laws will continue to evolve and change. Changes to the laws and regulations governing liability for speech on the internet may affect the business strategies and offerings of our clients, which may significantly change their approach to content moderation, and which, in turn, could reduce the market for our trust and safety related services.
In the United States, we are subject to laws and regulations governing foreign trade, such as export control, customs and sanctions regulations maintained by government bodies such as the Commerce Department’s Bureau of Industry and Security, the Treasury Department’s Office of Foreign Assets Control, the Department of Justice and the Homeland Security Department’s Bureau of Customs and Border Protection. Other jurisdictions, such as the EU and UK, also maintain similar laws and regulations that apply to some of our operations. Failing to comply with applicable foreign trade restrictions could subject us to civil or criminal actions involving penalties.
Several of our service delivery centers, primarily located in China, Costa Rica, India, Israel, Malaysia and the Philippines, benefit from tax incentives or concessional rates provided by local laws and regulations. In addition, certain benefits are also available to us in India as an information technology enabled service (ITES) company under certain Indian state and central laws. These benefits include labor law exemptions, preferential rates for the commercial usage of electricity and incentives related to the export of qualified services.
Our hedging activities and currency transfers are restricted by regulations in certain countries, including China, India, Malaysia, the Philippines and Romania.
Certain Bermuda Law Considerations
As a Bermuda company, we are also subject to regulation in Bermuda. Among other things, we must comply with the provisions of the Companies Act 1981 of Bermuda, as amended, regulating the declaration and payment of dividends and the making of distributions from contributed surplus. We are classified as a non-resident of Bermuda for exchange control purposes by the Bermuda Monetary Authority. Pursuant to our non-resident status, we may engage in transactions in currencies other than Bermuda dollars. There are no restrictions on our ability to transfer funds in and out of Bermuda or to pay dividends to United States residents that are holders of our common shares.
Under Bermuda law, “exempted” companies are companies formed for the purpose of conducting business outside Bermuda. As an exempted company, we may not, without a license granted by the Minister of Finance,
participate in certain business transactions, including transactions involving Bermuda landholding rights and the carrying on of business of any kind, for which we are not licensed in Bermuda.
Bermuda has economic substance requirements pursuant to the Economic Substance Act 2018, as amended, and the regulations proffered thereunder, which require us to have adequate economic substance in Bermuda in relation to certain of our activities.
Available Information
We file current and periodic reports, proxy statements, and other information with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, at www.sec.gov. We make available free of charge on our website, www.genpact.com, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The contents of our website are not incorporated by reference into this Annual Report.
Information about our executive officers
The following table sets forth information concerning our executive officers as of February 26, 2026:
Name
Age
Position(s)
Balkrishan Kalra
President, Chief Executive Officer and Director
Michael Weiner
Senior Vice President, Chief Financial Officer
Sameer Dewan
Senior Vice President, Global Business Leader, Financial Services
Piyush Mehta
Senior Vice President, Chief Human Resources Officer and Country Manager, India
Anil Nanduru
Senior Vice President, Global Business Leader, Consumer & Healthcare and High Tech Software
Riju Vashisht
Senior Vice President, Chief Growth Officer and Global Business Leader, Enterprise Services and Partnerships & Alliances
Sydney Schaub
Senior Vice President, Chief Legal Officer and Corporate Secretary
Balkrishan Kalra has served as our President and Chief Executive Officer since February 2024. Prior to his appointment as our President and Chief Executive Officer, he served as the Senior Vice President and Business Leader for our Consumer Goods, Retail and Life Sciences business since 2008, our Healthcare business since 2016 and our Financial Services business since 2020. Before he led our Consumer Goods, Retail and Life Sciences business, he held various roles at Genpact since joining us in 1999.
Michael Weiner has served as our Senior Vice President, Chief Financial Officer since August 2021. Before joining Genpact, he was the executive vice president, chief financial officer and treasurer of National General Holdings Corp. from 2010 to 2021. Prior to that, he worked with Ally Financial's GMAC Insurance unit, Cerberus Operations and Advisory Company, Citigroup, KPMG LLP and Bankers Trust Company.
Sameer Dewan has served as Senior Vice President and Global Business Leader for our Financial Services business since November 2023. Prior to that, he served as our Global Operating Officer from February to November 2023 and as the Global Business Leader for our Insurance and Capital Markets businesses from March 2021 to February 2023. Before joining Genpact in 2006, he served as a Master Black Belt in General Electric’s insurance operations.
Piyush Mehta has served as our Senior Vice President, Chief Human Resources Officer since March 2005 and as our Country Manager for India since April 2024. He has worked for us since 2001, initially as Vice President of Human Resources.
Anil Nanduru has served as our Senior Vice President and Global Business Leader for our High Tech Software business since 2022 and our Consumer and Healthcare business since November 2023. Mr. Nanduru also served as the Global Business Leader for our High Tech Hardware and Manufacturing businesses from 2022 through December 2025. Prior to these roles, Mr. Nanduru served as our Senior Vice President and Chief Commercial Officer. Before serving as our Chief Commercial Officer, he held various roles at Genpact since joining us in 2005.
Riju Vashisht has served as our Senior Vice President and Chief Growth Officer since 2022 and as the Global Business Leader for Enterprise Services, Partnerships and Alliances since December 2023. Prior to that, she served as our Senior Vice President and Chief Transformation Officer since 2020. She previously served as our Head of Digital Solutions and Transformation and as the Chief Operating Officer for our Consumer Goods, Retail, Life Sciences and Healthcare businesses. She previously was at Walmart India and Unilever India.
Sydney Schaub has served as our Senior Vice President, Chief Legal Officer and Corporate Secretary since December 2025. Prior to joining Genpact, Ms. Schaub served as Chief Legal Officer at Opendoor Technologies from 2022 to November 2025. Before that, she was Chief Legal Officer, General Counsel and Corporate Secretary at Gemini, the digital asset exchange, from 2018 to 2022. She was also previously the General Counsel and Corporate Secretary at Rent The Runway and prior to that held various roles as an attorney at Square and Google.
Item 1A. Risk Factors
Risks Related to our Business and Operations
AI and other advanced technologies are having, and are expected to continue to have, a significant impact on our industry and the markets in which we compete. The development and use of AI and other advanced technologies present competitive, reputational and legal risks, and our use of these technologies may not be successful.
AI and other advanced technologies are having, and are expected to continue to have, a significant impact on client preferences and market dynamics in our industry, and our ability to effectively compete in this space will be critical to our financial performance. We are increasingly applying AI and other advanced technologies, including generative AI and autonomous agentic AI, to our services and solutions, to how we deliver services to our clients and to our own internal operations. We are also creating new offerings to implement AI and other advanced technology solutions for our clients. We have made significant investments in our AI and other advanced technology capabilities and will continue to incur significant development and operational costs to support these efforts. There is no assurance that we will realize the anticipated benefits from these investments.
The market for AI and other advanced technology and services is highly competitive and rapidly evolving. We face significant competition from our traditional competitors as well as other third parties, including those that are new to the market or our industry, as well as our own clients, who may develop their own AI-related capabilities. We may be unable to deliver anticipated efficiencies from our AI-enabled solutions and services, and we may be unable to bring AI-enabled products and solutions to market as effectively, or with the same speed or in the same volumes, as our competitors, which may harm our client relationships and competitive position. In addition, as these technologies evolve, we expect that some services that we currently perform for our clients will be replaced, in whole or in part, by AI, including generative AI and agentic solutions, or other forms of automation, and clients may not accept new pricing or commercial models reflecting the value of AI-enabled solutions. Each of the foregoing may lead to reduced demand for our services, adversely affect our employee utilization rate or our ability to obtain pricing or other terms for our services, any of which could have a material effect on our business, results of operations and financial condition. Leveraging AI and other advanced technology capabilities for our internal functions and operations also presents additional risks, costs, and , including those discussed in these risk factors.
The development, adoption, and use of AI and other advanced technologies continue to rapidly evolve. AI algorithms may be flawed, and datasets may be insufficient or contain biased information, which could result in outputs that are unexpected, of low quality or that implicate intellectual property, privacy, export control or safety risks. Ineffective or inadequate AI development, monitoring or deployment practices by us, our clients, or third parties with whom we do business could result in unintended consequences, such as disclosure of sensitive information, infringement of third-party intellectual property rights, violation of laws related to recruitment and hiring, or other incidents that impair the acceptance of AI solutions or cause harm to individuals or society. These deficiencies and other of AI systems could subject us to competitive , regulatory action, legal liability including , and brand or reputational . Some AI capabilities present ethical issues, and we may be in identifying or resolving issues before they arise. If we or offer AI products or solutions or implement AI capabilities in our internal operations that are because of their impact on human rights, privacy, employment, or other social, economic, or political issues, we may experience brand or reputational , financial or legal liability or increased employee .
Additionally, the use of AI and other advanced technology by us or our partners may create new or exacerbate existing cybersecurity vulnerabilities, including vulnerabilities not currently known or novel risk vectors that may not be immediately identifiable. The uncertainty around the safety and security of new and emerging AI applications requires continued significant investment in monitoring, validation and implementation of governance processes and controls across the AI lifecycle, including relating to security, accuracy, bias, and other variables to ensure alignment with industry standards and meet client expectations. These efforts can be complex, resource-intensive, could adversely impact our profitability, may not sufficiently address risks and may cause decreased demand for our services or harm to our business, results of operations, financial condition, or reputation. While we have in place policies and mechanisms designed to ensure that we use AI responsibly, these efforts may be insufficient to identify and mitigate AI-related risks.
AI technology and services require access to high-quality datasets, foundation models, and other AI system components. We currently rely, in part, on third parties to provide these components. In the future, we may face difficulties acquiring the necessary rights from third parties due to market competition and other factors. Failures or discontinuation by cloud/software partners or loss of rights to third-party data needed for our services, including AI solutions, could delay delivery, require costly re-engineering, or limit competitiveness. These challenges could hinder our ability to develop, implement or maintain AI technologies, or may increase the costs of doing so. To overcome this, we may need to invest in alternative strategies, such as forming alliances or developing our own resources.
In addition, the legal and regulatory landscape surrounding AI technologies is rapidly evolving, uncertain and varies significantly by jurisdiction, including in the areas of intellectual property, cybersecurity, employment, privacy and data protection. Authorities where we operate are applying, or considering applying, laws and regulations related to intellectual property, cybersecurity, export controls, privacy, data security, data protection and employment to AI and automated decision-making, or general legal frameworks on AI, such as the EU AI Act, which entered into force in 2024 and parts of which became applicable in 2025. Compliance with new or changing laws, regulations, industry standards or ethical requirements and expectations relating to AI, the eventual scope and extent of which are currently unknown and which may vary or conflict across jurisdictions or between different courts or regulators, may impose significant operational costs requiring us to change our service offerings or business practices, or may limit or prevent our ability to develop, deploy, or use AI technologies in our own operations or our client offerings. Failure to keep pace with this evolving landscape may result in legal liability, increased regulatory scrutiny and oversight, regulatory action, or brand and reputational harm. In addition, the SEC is increasingly focused on AI-related disclosures, in particular how companies their AI usage, business strategy, and risk, and has targeted companies that their AI capabilities. If we to accurately represent our AI capabilities or if we the benefits of our AI offerings, we could face SEC enforcement actions, securities , reputational , or of investor confidence.
Our success largely depends on our ability to develop and achieve our business strategies, and our results of operations and financial condition may suffer if we are unable to continually develop and successfully execute our business strategies.
Our future growth, profitability and cash flows largely depend upon our ability to continually develop and successfully execute our business strategies. While we believe that our strategic plans reflect opportunities that are appropriate and achievable, we may not select the best or most appropriate business strategies and the execution of our strategies may not result in long-term growth in revenue or profitability due to a number of factors, including incorrect assumptions, macroeconomic conditions, competition, changes in the industries in which we operate, suboptimal resource allocation or any of the other risks described in this “Risk Factors” section. In pursuit of our growth strategy, we have invested and will continue to invest significant time and resources into developing new product, solution or service offerings, including advanced technology solutions, and transforming, adapting and upskilling our workforce, and these undertakings may fail to yield sufficient return to cover our investments in them or may fail to gain traction with clients or compete effectively in the market.
To achieve our strategic plans, we must, among other things, continue to make significant investments in our business, including in technology and people, and adapt our operating model. The complexity of our business continues to increase, which can place strain on our management team, employees, operations, systems, financial resources and internal financial control and reporting functions. Our ability to successfully manage change associated with our developing business strategy and advanced technology initiatives will be critical for our overall success. The failure to continually develop and execute optimally on our business strategies could have a material adverse effect on our business, financial condition and results of operations.
We may fail to attract and retain enough qualified employees to support our business, especially our advanced technology solutions.
Our industry relies on large numbers of skilled employees, and our success and profitability depend on our ability to attract, train and retain a sufficient number of employees with the right mix of skills and experience, including advanced technology skills, to deliver our services and solutions to our clients. High employee attrition is common in our industry. In 2025, our attrition rate for all employees who were employed for a day or more was 24%. We cannot assure you that we will be able to maintain our attrition rate at the 2025 level. If our attrition rate increases beyond this level or rises above our historical average attrition rate for an extended period, our operating efficiency and productivity may decrease.
Competition for highly qualified employees, particularly in India and the United States, remains high and we expect such competition to continue. We compete for employees not only with other companies in our industry but also with companies in other industries, such as software services, engineering services and financial services companies, as well as our clients' GCCs. In many locations in which we operate, there is a limited pool of employees who have the mix of skills and experience we need to perform services for our clients and, in certain jurisdictions or in key areas such as AI, the number of open positions exceeds the number of qualified candidates to fill them. In addition, changes in immigration laws or policies, or varying applications of immigration laws and policies, could exacerbate competition for skilled labor. We must hire or reskill, retain and motivate appropriate numbers of skilled employees with diverse experience in order to serve clients across the globe, respond quickly to rapid and ongoing changes in demand for our services and new technologies, and continuously innovate to grow our business. If we are unable to hire or retrain our employees to keep pace with the rapid and continuous changes in technology and the industries we serve, we may not be able to innovate quickly enough and fulfill client demand. If our business continues to grow, the number of people we
will need to hire may also continue to increase. We will also need to increase our hiring if we are not able to maintain our attrition rate through innovative recruiting and retention policies. Additionally, if we are unable to offer our employees a value proposition that is competitive and appealing, our employee engagement and retention rate may suffer, which could materially adversely affect our business.
In 2025, we continued to face increased competition for talent with scarce skills and capabilities in advanced technologies, including AI, and our competitors have directly targeted our employees with these highly sought-after skills and may continue to do so. As a result, we may be unable to cost-effectively hire and retain employees with these market-leading skills, which may cause us to continue to incur increased costs or be unable to fulfill client demand for our services and solutions. Sustained competition for employees, or an increase in competition from the current heightened levels, could have an adverse effect on our ability to expand our business and service our clients, as well as cause us to incur greater personnel expenses and training costs.
We face legal, operational, reputational and financial risks from any failure to safeguard our systems and protect client, Genpact or employee data from security incidents or cyberattacks.
In providing our services and solutions to clients, we often collect, process and store proprietary, personally identifying or other sensitive or confidential client and other third-party data. In addition, we collect, process and store data regarding our employees and contractors. As a result, we are subject to numerous data protection and privacy laws and regulations designed to protect this information in the countries in which we operate as well as the countries of residence of the persons whose data we process. We have established security measures and internal controls designed to prevent the inadvertent or intentional exposure or loss of personally identifiable information and other sensitive or confidential data. We regularly assess the adequacy of and make improvements to such security measures and controls. However, if any person, including any of our current or former employees or contractors, negligently disregards or intentionally breaches our or our clients’ established security policies, measures and controls with respect to client, third-party or Genpact protected data or if we do not adapt to changes in data protection legislation, we could be subject to significant , monetary , regulatory enforcement actions, and/or in one or more jurisdictions. parties have attempted, and we expect will continue to attempt, to access to our systems and facilities, as well as those of our clients and third-party service providers, through various means, including hacking, social engineering, phishing, and attempting to induce individuals (including employees, service providers, and our clients) into usernames, passwords, payment card information, or other sensitive information, which may in turn be used to access our information technology systems. Additionally, our employees and contractors have in the past engaged, and may in the future engage, in conduct or other conduct that our client contracts or our internal controls or policies, whether intentionally or . We have experienced security due to the actions of our employees or contractors, though none of these has had a material impact on our operations or financial results.
The threat of incursions into our information systems and technology infrastructure has increased in recent years as the sophistication of threat actors who have hacked, attacked, held for ransom or otherwise disrupted information systems of other companies and misappropriated or disclosed data has increased. Threat actors are also increasingly focused on gaining access to a target’s systems though supply chain channels and taking advantage of the proliferation of technology platform vulnerabilities disclosed by software companies to exploit the vulnerabilities before patches are applied. Additionally, threat actors are increasingly using AI and generative AI capabilities to enhance their attack techniques, including by creating deepfakes, code or automated social engineering. We could also be impacted by by nation states or other organizations arising out of geopolitical tensions or . Certain types of could us even if our systems are left undisturbed. For example, attacks may be designed to employees or service providers into providing credentials or other access mechanisms to our or our clients' systems to a hacker. We may be to anticipate the techniques used by actors to infiltrate our systems and may to detect or timely detect when an incursion has occurred or to implement adequate preventative and responsive measures, including in the case of that are designed to remain dormant or undetectable until launched a target.
Additionally, in the event of a ransomware or other attack involving data theft and encryption, we could face delays in the recovery of data, or a partial or total loss of data, in the event of a lack of adequate backups or recovery processes or a compromise of our backups or backup systems. The steps we have taken to protect our information systems and data security may be inadequate. Actual or perceived breaches of our security, whether through breach of our computer systems, systems failure (including due to aged IT systems or infrastructure or system misconfigurations) or otherwise, could influence the market perception of the effectiveness of our security measures and, as a result, our reputation could be harmed and we could lose existing or potential clients. Media or other reports of perceived breaches or weaknesses in our systems, products or networks could also adversely impact our brand and reputation and materially affect our business.
Our clients, suppliers, subcontractors, and other third parties with whom we do business, including in particular cloud service providers and software vendors, generally face similar or greater cybersecurity threats, and we must rely on the safeguards adopted by these third parties. We and our clients rely on third-party cloud, software, and open-source components, and vulnerabilities or failures in those supply chains (including “zero-day” exploits) may introduce or amplify risk, trigger client and regulatory claims, and increase remediation costs. If these third parties do not have adequate safeguards or their safeguards fail, it might result in breaches of our systems or applications, unauthorized access to or disclosure of our and our clients’ confidential data or a disruption in our services. In addition, the products, services and software that we use and provide to our clients, or the third-party components of such products, services and software, sometimes contain or introduce cybersecurity or to our and our clients’ information technology networks, intentionally or . We are regularly to in third-party technology components we use in our business that create risks in our environments. We typically are not aware of such until we receive notice from the third parties who have discovered the exposure, and our responses to such may not be adequate or prompt enough to prevent their .
Our clients’ proprietary, sensitive, or confidential information could also be compromised by a cybersecurity attack affecting us, or their systems could be disabled or disrupted as a result of such an attack. Our clients, regulators, or other third parties may attempt to hold us liable, through contractual indemnification clauses or directly, for any such losses or damages resulting from such an attack. We may also be liable to our clients or others for damages caused by disclosure of confidential information or system failures. Many of our contracts do not limit our potential liability for breaches of confidentiality. We may also be subject to civil actions and criminal prosecution by governments or government agencies for breaches relating to such data. Our insurance coverage or indemnification protections for breaches or mismanagement of such data may not be adequate to cover all costs related to data , cybersecurity attacks, or resulting from such events, or they may not continue to be available on reasonable terms or in sufficient amounts to cover one or more large us and our insurers may coverage as to any future . The impact of these cybersecurity attacks, data , and other security cannot be predicted, but any such attack, or could our operations and the operations of our clients, suppliers, subcontractors, or other third parties. of this type have in the past and may in the future require significant management attention and resources and have in the past and may in the future result in the of revenues from clients. These could also result in regulatory and , financial liability, significant remediation costs, and reputational among our clients and the public, any of which could have a material impact on our financial condition, results of operations, or liquidity.
While we have developed and implemented security measures and internal controls designed to prevent, detect and respond to cyber and other security threats and incidents and to recover data compromised in such incidents, such measures cannot guarantee security and may not be successful in preventing security breaches, detecting or effectively responding to such breaches, recovering data compromised or lost, or restoring operations in a timely manner. In the ordinary course of business, we are subject to regular incursion attempts from a variety of sources, and we have experienced security incidents, including from cyber threat actors, as a result of attack techniques such as phishing, social engineering, vulnerability exploitation and malware. To date such incidents have not had a material impact on our operations or financial results. However, there is no assurance that such impacts will not be material in the future.
Additionally, our hybrid working model, which includes a high number of employees working remotely, has reduced our ability to enforce physical security controls and monitor employee conduct and has increased the risk that our employees will engage in impermissible or careless conduct, which could give rise to reputational harm and legal liability. Our inability to enforce physical security controls and monitor our employees working remotely also increases the risk of security incidents. Virtual hiring and remote work can also increase risks of candidate fraud, moonlighting, training and cultural integration challenges, as well as inadvertent local tax or employment law non-compliance due to unreported employee location changes. Measures we have taken in the remote work environment to implement suitable additional controls and educate our employees on the importance of cybersecurity, data loss prevention and related best practices may not prevent data , the occurrence of which could have a material impact on our business, reputation, financial condition, and results of operations.
Our profitability will suffer if we are not able to price appropriately, effectively utilize new technologies, maintain employee and asset utilization levels and control our costs.
Our profitability is largely a function of how efficiently we utilize our assets and the pricing that we are able to obtain for our solutions and services. Our utilization rates are affected by a number of factors, including our ability to transition employees from completed projects to new assignments, hire and assimilate new employees, forecast demand for our services, match our employees' skills with client demand, manage attrition as well as our need to devote time and resources to training, professional development and other typically non-chargeable activities.
The prices we are able to charge for our solutions and services are affected by a number of factors, including our clients’ perceptions of our ability to add value, competition, introduction of new services and technologies (including generative and agentic AI) or products by us or our competitors, our ability to accurately estimate, recognize and sustain revenues from client engagements, margins and cash flows over long contract periods and macroeconomic and political conditions. Therefore, if we are unable to price appropriately or manage our asset utilization levels, there could be a material adverse effect on our business, results of operations and financial condition. Our profitability is also a function of our ability to control our costs and improve our efficiency. As we increase the number of our employees and grow our business, we may not be able to manage the significantly larger and more geographically diverse workforce that may result and our profitability may decrease or may not improve. New taxes may also be imposed on our services, such as sales taxes or service taxes, which could affect our competitiveness as well as our . Additionally, we may to appropriately estimate our costs in agreeing to provide new or novel services with unique pricing arrangements or service delivery requirements.
Our results of operations could be adversely affected by economic and geopolitical conditions and the effects of these conditions on our and our clients’ businesses and levels of business activity.
Global macroeconomic conditions affect our business, our clients’ businesses and the markets we serve. Volatile, negative or uncertain economic conditions in our significant markets have in the past and could in the future undermine business confidence and cause our clients to reduce, delay or cancel their spending on projects with us, which has negatively affected our business and may continue to do so in the future, including by making it more difficult for us to accurately forecast client demand and effectively build revenue and resource plans. Clients may reduce demand for services suddenly or with limited warning, which may cause us to incur extra costs where we have employed more personnel than client demand supports. Differing economic conditions and patterns of economic growth and contraction in the geographical regions in which we operate and the industries we serve have affected and may in the future affect demand for our services. Changing demand patterns from economic volatility and uncertainty could also have a significant impact on our results of operations.
Our business is particularly susceptible to economic and political conditions in the markets where our clients or operations are concentrated. A material portion of our revenues is derived from our clients in North America — in particular the United States — and Europe, and weak or changing demand, or any other adverse economic, political or legal uncertainties or developments, in these markets could have a material adverse effect on our results of operations. The priorities of the current presidential administration, coupled with a consolidation of party control of both chambers of the U.S. Congress, have led to extensive new legislative, executive and regulatory initiatives in the United States and the roll-back of many initiatives of the previous presidential administration. These changes, especially in the areas of trade, tariff policy, taxation, immigration, technology regulation, and international relations, have magnified market uncertainty and volatility, and this volatility may intensify due to the speed, breadth, and evolving nature of the policy changes. These policy shifts impact our business and our clients' businesses in ways that are difficult to predict, may require operational adjustments, and could materially affect demand patterns, cost structures, and competitive dynamics in our or our clients' industries in ways.
In addition, broader global geopolitical tensions, including actual or anticipated military or political conflicts (such as the ongoing conflict between Russia and Ukraine, tensions across the Taiwan Strait, the Israel-Hamas conflict and broader instability in the Middle East), and actions that governments take in response, continue to create uncertainty and risks to our and our clients' businesses and have led to shifting global structures, relationships and trade flows. In response to the ongoing conflict between Russia and Ukraine, the United States and other countries in which we operate have imposed broad sanctions and may impose additional sanctions or other restrictive actions against governmental and other entities in Russia. We do not have employees or operations in Russia or Ukraine, but we have operations in surrounding countries, and we have clients that do business in Russia and Ukraine. Such clients may be adversely affected by the ongoing conflict and related sanctions and other governmental actions, which in turn could have an adverse impact on our revenues from such clients. Additionally, given the global nature of our operations and our exposure to clients in Europe and other regions, the broader macroeconomic impact of sanctions imposed on Russia and other macroeconomic impacts of the , including in energy costs in Europe and related economic , could have an impact on our business, , results of operations and financial condition. We also have limited employees and operations in Israel, and while we have not experienced any material impacts to our operations in Israel to date, there can be no assurance that our operations there will not be materially affected in the future. The impact of geopolitical , including those identified above, any further escalation or expansion and the broader geopolitical, economic, and other effects of such could also heighten the other risks identified in this Annual Report on Form 10-K. Beyond the specific identified, the growth of nationalism, protectionism, and populist movements has created an environment of increasing uncertainty that could lead to further deglobalization or a in cross-border commerce. These developments create in client spending patterns, particularly among clients in certain sectors, and may reduce demand for cross-border and
multinational projects or may reduce client spending on discretionary services or the types of services we provide generally.
Additionally, inflationary pressures in the past few years have adversely affected our profitability and could continue to do so. Any protracted increase in inflation, especially if combined with weakening consumer confidence, would likely adversely impact our clients and could constrain their spending on discretionary projects, potentially affecting demand for our services. Broad-based and sustained inflation would also continue to increase the costs of operating our delivery centers. We have not been able to, and may in the future be unable to, fully offset these cost increases by raising prices for our services, particularly because our client agreements generally fix our pricing for periods of time. This has at times resulted in and could continue to result in downward pressure on our gross margins and operating income. Further, our clients may choose to reduce their business with us or cancel, defer or delay projects if we increase our pricing. If we are to adjust pricing, reduce costs or implement other , our could be materially affected.
A substantial portion of our assets, employees and operations is located in India and we are subject to regulatory, economic, social and political uncertainties in India.
We are subject to several risks associated with having a substantial portion of our assets, employees and operations located in India. The business and political environment in India is at times highly unpredictable, and the inherent uncertainty associated with operating in India poses an ongoing risk to our business and operations given the scale of our presence there. Navigating the legal, regulatory and tax regimes in India is also challenging due to a complex, rapidly evolving, and often ambiguous regulatory and legal environment. Inconsistent application of rules by authorities and, at times, inconsistent judicial interpretations of rules, create uncertainty. Compliance requires managing layers of federal and state-specific laws, particularly in the areas of tax and labor law, with high risks of non-compliance due to the complexity of the regulatory and enforcement regime.
Most of our employees are based in India and a majority of our services are performed in India, which makes our business particularly sensitive to general economic conditions and economic and fiscal policy changes in India. Various factors, such as changes in the central or state Indian governments, could trigger changes in India’s economic liberalization and deregulation policies and disrupt business and economic conditions in India generally and our business in particular. Our ability to maintain cost-effective service delivery through our skilled Indian workforce depends heavily on a stable business and regulatory environment, and if the Indian government introduces policies that raise the cost of doing business in India or that are otherwise unfavorable to us, our competitive advantage may be diminished and our business, financial condition and results of operations could be materially adversely impacted.
We have historically benefited from many policies of the Government of India and the Indian state governments in the states in which we operate which are designed to promote foreign investment generally and in our industry in particular, including significant fiscal incentives, relaxation of regulatory restrictions, liberalized import and export duties and preferential rules on foreign investment and repatriation. However, many of the fiscal policies we have benefited from in the past have lapsed or are no longer available to us, and there is no assurance that fiscal policies from which we continue to benefit will be available to us in the future.
The Indian government has challenged our entitlement to certain benefits we have claimed in the past. During the period from 2017 to 2020, we received benefits totaling $54 million (converted from Indian rupees) from the Director General of Foreign Trade (“DGFT”) of India pursuant to the Services Export from India Scheme (“SEIS"). These benefits were available to us in respect of our export of certain services eligible under the SEIS. However, in 2023 and 2024, the DGFT and Indian customs authorities issued us show cause notices challenging our entitlement to such benefits. We subsequently disputed these notices before the Delhi High Court and obtained interim stays temporarily preventing enforcement of the notices. In the event that it is ultimately determined that we were not eligible for the SEIS benefits we claimed, we could be liable for recovery of the amount received along with penalties and interest, which could be material.
Additionally, we are currently subject to an investigation by the India Enforcement Directorate (“ED”) relating to certain intercompany debt created as part of a 2015 restructuring transaction undertaken by the Company. On February 3, 2026, the ED issued an order relating to this investigation in connection with which a lien was placed on a building owned by us in Gurgaon, India. We are in the process of taking appropriate steps in relation to this order. We have not received any demand from the ED in relation to this matter. If the ED issues a demand and ultimately prevails in this matter, it would likely have a material adverse effect on our results of operations and financial condition.
Changes in our tax rates or tax provisions, adverse tax audits and other proceedings, or changes in tax laws or their interpretation or enforcement could have an adverse effect on our business, results of operations, effective tax rate and financial condition.
We are subject to income taxes in the United States and in numerous foreign jurisdictions, notably in India where we have substantial operations. We are also subject to ongoing audits, investigations and tax proceedings in various jurisdictions. Our provision for income taxes, actual tax expense and tax liability could be adversely affected by a variety of factors, including lower income before taxes generated in countries with lower tax rates, higher income generated in countries with higher tax rates, changes in tax laws and regulations or in the interpretation or enforcement of such laws and regulations, changes in applicable income tax treaties, changes in accounting principles or interpretations thereof or in the valuation of deferred tax assets and liabilities, the elimination or expiration of certain tax concessions, exemptions or holidays that had reduced our tax liability, and adverse outcomes of tax examinations or tax-related litigation, including a determination by any tax authority that our transfer prices are not appropriate or that our intercompany transactions should be characterized differently than we have characterized them. Changes in tax laws, treaties or regulations impacting our business, and their interpretation and enforcement, have become more unpredictable in recent years and could result in unexpected and outcomes. Any of these factors could have a material effect on our business, results of operations, tax rate and financial condition.
We are subject to examination of our income tax returns by the U.S. Internal Revenue Service and tax authorities around the world, notably in India where we have substantial operations. Tax authorities have disagreed in the past, and may in the future disagree, with our tax positions, and particularly in India are increasingly taking aggressive stances opposing the tax positions we take, including with respect to our intercompany transactions. Negative outcomes from those examinations or any appeals therefrom may adversely affect our provision for income taxes and tax liability, and the amounts we are ultimately required to pay could be materially different from the amounts we anticipated, which in turn could have a material adverse effect on our business, results of operations, effective tax rate and financial condition.
We are currently subject to several tax audits by the Indian tax authorities (“ITA”) related to intercompany transactions that occurred in 2009 and 2015. In each of 2014, 2019, 2022 and 2023, the ITA issued assessment orders seeking to impose tax on us in relation to such transactions. We have received demands for potential tax claims related to these orders in an aggregate amount of $119 million (converted from Indian rupees and including interest through the date of the orders). We do not believe that any of the transactions giving rise to these demands were subject to tax in India under applicable law. To date, we have received favorable orders from appellate judicial authorities in India relating to $21 million of the $119 million demanded in the assessment orders, and we continue to defend against the remaining $98 million in demands. Additionally, in the first quarter of 2023, the ITA issued an assessment order (the "2023 ITA Order") seeking to impose tax on us of $792 million (converted from Indian rupees and including interest through the date of the order) in relation to a 2015 internal restructuring transaction involving our Indian subsidiaries. In March 2023, the tax appellate authority in India struck down this order, and the ITA then appealed the appellate authority’s ruling to the Delhi High Court. In December 2024, the High Court the ITA’s appeal, upholding the appellate authority’s ruling in our favor. The ITA has filed to appeal this decision to the Indian Supreme Court.
We have appealed all of the outstanding orders from the ITA and have not provided a reserve for the related exposures, which would be material. Although we have received favorable orders as to certain of the ITA’s demands, and have appealed others, we may ultimately not prevail in some or all of these matters. In the event we do not prevail in these matters, the total amounts owed in connection with these demands would be material and subject to additional interest accrued over the period since the demands were made, and the amount of this additional interest also would be material. A final determination of tax in the amounts claimed by the ITA would likely have a material adverse effect on our business, results of operations, effective tax rate and financial condition. See Note 25—“Commitments and contingencies” to our consolidated financial statements under Part IV, Item 15—“Exhibits and Financial Statement Schedules” for additional information relating to these matters.
Additionally, in 2012, the Government of India appealed a 2011 ruling by the Delhi High Court that Genpact India Private Limited (one of our subsidiaries) cannot be held to be a representative assessee of General Electric Company ("GE") in connection with an assertion that GE has tax liability in India by reason of a 2004 transfer of shares of our predecessor company. We believe that, if the Government of India is successful in its appeal, GE would be obligated to indemnify us for any resulting tax, though there can be no assurance as to the outcome of this matter.
In December 2021, the Organization for Economic Cooperation and Development (the “OECD”) announced a global tax framework referred to as “Pillar Two” to reform international tax rules. As part of the announced framework, the OECD released Global Anti-Base Erosion (“GloBE”) rules with the purpose of ensuring multinational companies pay a minimum corporate tax rate of 15% on the income generated in each of the jurisdictions in which they operate. The OECD continues to release additional guidance, and several jurisdictions have implemented legislation related to the Model GloBE Rules for Pillar Two. There is still uncertainty as to how countries will continue to implement the provisions
of GloBE. In January 2026, the OECD released a Side-by-Side (SbS) package providing safe harbor relief for multinational groups headquartered in qualifying jurisdictions. The United States is currently the only jurisdiction recognized as having a qualified SbS regime, and the safe harbor is effective for fiscal years beginning on or after January 1, 2026. Accordingly, the SbS package does not currently apply to us. Some of our operations incurred increased tax resulting from GloBE rules in 2025, but the impact of the GLoBE rules to date has not been material. However, there can be no assurance that the impact of the GloBE rules on our effective tax rate will not become material in the future.
The global tax environment is increasingly complex and uncertain. Although we monitor these developments, it is very difficult to assess to what extent changes and other proposals, if enacted, may be implemented in India, the United States and other jurisdictions in which we conduct our business or may impact the way in which we conduct our business or our effective tax rate due to their unpredictability and interdependency. As these and other tax laws and related regulations and practices change, those changes could have a material adverse effect on our business, results of operations, effective tax rate and financial condition.
Our industry is highly competitive, and we may not be able to compete effectively.
Our industry is increasingly competitive, highly fragmented and subject to rapid change. We compete for business with a variety of companies, including large multinational firms that provide consulting, technology and/or managed services, offshore business process service providers in low-cost locations like India, in-house global capability centers of existing or potential clients, software services companies that also provide managed services or advanced technology solutions, smaller, niche companies that compete with us in a specific geographic market, industry or service area, emerging advanced technology and AI-native companies, and accounting firms that also provide consulting or other business process services.
Some of our competitors have greater financial, marketing, technological or other resources and larger client bases than we do, and may expand their service offerings more quickly or at a lower cost and compete more effectively for clients and employees than we do. Some of our competitors have more established reputations and client relationships in our markets than we do. In addition, some of our competitors who do not have global delivery capabilities may expand their delivery centers to the countries in which we are located, which could result in increased competition for employees and could reduce our competitive advantage. Consolidation activity may also result in new competitors with greater scale, a broader footprint or vertical integration that makes them more attractive to clients as a single provider of integrated products and services. In addition, concurrent use by many clients of multiple professional service providers requires us to be continuously competitive on the quality, scope and pricing of our offerings or face a reduction or elimination of our business. Competitors have also in the past and will likely in the future be willing to take on more risk or offer more favorable pricing to enter the market or increase market share, or competitors may offer alternative commercial models that are more to clients than ours. If we are not to supply clients with services or solutions that they deem and apply our business models with market-level pricing, we may business to competitors and face pressure on gross margins and . Any to compete effectively would materially affect our business, results of operations and financial condition.
Our competitiveness also depends on our ability to continue to develop and implement services and solutions that anticipate and respond to rapid and continuing changes in technology to serve the evolving needs of our clients. See the Risk Factor titled “Our business depends on generating and maintaining ongoing, profitable client demand for our services and solutions, and a significant reduction in such demand or an inability to respond to or compete in the rapidly evolving technological environment could materially affect our results of operations” for additional information. New services or technologies offered by our competitors, partners or new market participants, including AI-native technology start-ups and other companies that can scale rapidly to focus on or disrupt certain markets and provide new or alternative services, solutions or delivery models, may make our offerings less differentiated or less competitive by comparison, which may adversely affect our results of operations. Certain technology companies, including some of our partners, are increasingly able to offer services related to their AI, software, platform, cloud migration and other solutions, or are developing AI, software, platform, cloud migration and other solutions that require integration services to a lesser extent or replace them in their entirety. These more integrated services and solutions may represent more alternatives to clients than some of our services and solutions, which may materially affect our competitive position and our results of operations.
Our relationships with our third-party alliance partners, who supply us with necessary components to the services and solutions we offer our clients, are also critical to our ability to provide many of our services and solutions that address client demands. Some of our third-party alliance partners are also clients or suppliers for our internal operations. There can be no assurance that we will be able to maintain such relationships or that such components will be available on the expected timelines or for anticipated prices. Among other things, such alliance partners may in the future decide to compete with us, form exclusive or more favorable arrangements with our competitors or otherwise reduce our access to their products, thereby impairing our ability to provide the services and solutions demanded by
clients. Any performance failure on the part of our alliance partners, or the discontinuance by such alliance partners of services that we have relied on them to perform for our clients, could delay our performance or require us to engage alternative third parties to perform the services at our cost or to perform them ourselves, any of which could deprive us of potential revenue or adversely impact our profitability.
Increased competition may result in lower prices and volumes, higher costs, and lower profitability. Any inability to compete effectively, including as a result of any of the factors described above, would adversely affect our business, results of operations and financial condition.
Wage increases in the countries where we operate may reduce our profit margin.
Salaries and related benefits of our employees are our most significant costs. Demand and competition for skilled employees, especially employees with the mix of skills and experience that we need to provide certain of our services, including highly skilled technical personnel and personnel with AI skills, continue to be high. As wage levels for skilled employees increase in most of the countries in which we operate because of, among other reasons, inflation and tight labor markets for employees with particular skills, wage increases have adversely affected our profitability in the past and may continue to adversely affect our profitability in the future to the extent that we are not able to control or share wage increases with our clients. Sharing wage increases may also cause our clients to be less willing to utilize our services. We will attempt to control such costs by seeking to add capacity in locations where we consider wage levels of skilled personnel to be satisfactory, but we may not be successful in doing so. In recent years we have had to increase our wage levels for certain roles significantly in a short period of time, and we may in the future need to increase our wage levels significantly and rapidly in order to attract the quantity and quality of employees that are necessary for us to remain competitive, which may have a material effect on our business, results of operations and financial condition.
We engage independent contractors in various U.S. states in the ordinary course of business. Several U.S. states have enacted legislation that requires businesses to consider individuals to be employees who, under current law in most other U.S. states, would be considered independent contractors. If additional states or the U.S. federal government pass similar legislation, we may be required to modify our hiring plans and associated business model, which may increase our cost of doing business.
In addition, in early 2019, the Supreme Court of India clarified that certain allowances paid by an employer to an employee should be included for purposes of calculating provident fund contributions in addition to contributions based on basic wages alone. If this decision is implemented with retrospective application, the amount of the payments that we are required to make at that time to or for the benefit of our employees could be substantial and could have a material adverse effect on our business, results of operations and financial condition.
Additionally, the Government of India implemented labor law reforms effective November 21, 2025, including the Code on Social Security, 2020, which we expect to modestly increase our defined benefit costs prospectively. Certain aspects of the Labor Code rely on the issuance of rules and regulations. Additionally, the Government of India is in the process of clarifying certain aspects of the Labor Code. The issuance of rules and regulations as well as the outcome of these clarifications could increase new employment obligations, create operational and administrative burdens, trigger higher compliance penalties, and enforcement uncertainties during the transition period, which may result in increased costs in 2026 and future years due to expanded social security and employment coverage. Any of the foregoing could adversely affect our profitability, results of operations and financial condition.
Our success depends in part on our retention of key members of our senior leadership team.
Our future success depends in part on our ability to attract and retain key employees, including our executive officers and other members of our senior leadership team. These executives possess business and technical capabilities and institutional knowledge that are difficult to replace. Our employment agreements with our Chief Executive Officer and other members of our executive management team do not obligate them to work for us for any specified period. If we lose key members of our senior leadership team, our daily operations and relationships with clients, suppliers, and employees could be negatively affected, which could impact our public or market perception and have a negative impact on our business or share price. In addition, the loss of key members of our leadership team would result in the loss of valuable institutional knowledge. Any management transition resulting from the loss of key personnel could create uncertainty and involve a of resources and management attention, which could impact our ability to operate effectively or execute our strategies. Any of the foregoing could have a material effect on our business, results of operations and financial condition.
Our business depends on generating and maintaining ongoing, profitable client demand for our services and solutions, and a significant reduction in such demand or an inability to respond to or compete in the rapidly evolving technological environment could materially affect our results of operations.
Our revenue and profitability depend on the demand for our services and solutions with favorable margins, which could be negatively affected by numerous factors, many of which are beyond our control and unrelated to our work product. Our success depends, in part, on our ability to continue to develop and implement services and solutions that anticipate and respond to rapid and continuing changes in technology and offerings to serve the evolving needs of our clients. Examples of areas of significant change include digital- and cloud-related offerings, which are continually evolving as developments such as AI, including generative and agentic AI solutions, automation, Internet of Things and as-a-service solutions are commercialized. Technological developments such as these may materially affect the cost and use of technology by our clients and, in the case of as-a-service solutions, could affect the nature of how we generate revenue. Some of these technologies, such as cloud-based services, AI, automation, and others that may emerge, have reduced and replaced, in whole or in part, some of our historical services and solutions and may continue to do so in the future. This has caused, and may in the future cause, clients to delay spending under existing contracts and engagements and to delay entering into new contracts while they evaluate new technologies. Such can impact our results of operations if the pace and level of spending on new technologies is not sufficient to make up any . As we develop and implement new solutions, our results of operations may also be impacted if we are to introduce new pricing or commercial models that appropriately capture the value our services are generating for our clients or if our clients demand savings that we are to deliver or do not properly account for in pricing these new solutions.
Our Advanced Technology Solutions can include a high number of short-cycle engagements. These shorter cycle engagements are more susceptible than longer-term engagements to changing client preferences and economic pressures that can cause delays or reductions in client purchasing decisions. When an increased share of our revenues is derived from these engagements, business forecasting becomes more complex given the more discretionary and non-recurring nature of these services compared to our traditional managed services. Our contracts for consulting and other short-cycle engagements typically permit our clients to terminate the agreement with less notice than is required under our longer-term contracts for Digital Operations and without paying termination fees. Our failure to continue to effectively manage, develop and sell these shorter-cycle engagements, as well as our inability to accurately forecast revenues from these engagements (as has occurred in the past), could adversely affect our business, growth strategy and results of operations.
Developments in the industries we serve, which are increasingly rapid, have shifted and may continue to shift demand to new services and solutions. If we fail to keep pace with the development or integration of new technologies, including generative and agentic AI, or to adapt to other changes in the industries we serve or our clients' demand for new services and solutions, we may be less competitive in these new areas or need to make significant investment to meet that demand. Our growth strategy focuses on responding to these types of developments by driving innovation that will enable us to expand our business into new growth areas, including through our new agentic AI solutions. If we do not sufficiently invest in new technology and adapt to industry developments, or evolve and expand our business at sufficient speed and scale, or if we do not make the right strategic investments to respond to these developments and successfully drive innovation, our services and solutions, results of operations, and ability to develop and maintain a competitive advantage and to execute on our growth strategy could be negatively affected.
Companies in the industries we serve sometimes seek to achieve economies of scale and other synergies by combining with or acquiring other companies. If one of our current clients merges or consolidates with a company that relies on another provider for the services and solutions we offer, we may lose work from that client or lose the opportunity to gain additional work if we are not successful in generating new opportunities from the merger or consolidation.
We enter into long-term contracts and fixed-price contracts with our clients. Our failure to price these contracts correctly may negatively affect our profitability.
The pricing of our services is usually included in SOWs entered into with our clients, many of which are for terms of two to five years. In certain cases, we have committed to pricing over this period with only limited sharing of risk regarding inflation and currency exchange rates. In addition, we are obligated under some of our contracts to deliver productivity benefits to our clients. If we fail to estimate accurately future wage inflation rates, currency exchange rates or our costs, or if we fail to accurately estimate the productivity benefits we can achieve under a contract, it could have a material adverse effect on our business, results of operations and financial condition.
A portion of our SOWs are currently billed on a fixed-price basis rather than on a time-and-materials basis. We may also increase the number of fixed-price contracts we perform in the future. Any failure to accurately estimate the resources or time required to complete a fixed-price engagement or to maintain the required quality levels or any
unexpected increase in the cost to us of employees, office space or technology could expose us to risks associated with cost overruns and could have a material adverse effect on our business, results of operations and financial condition.
Our partnerships, alliances and other third-party relationships are critical to our growth strategy and expose us to a variety of risks that could have a material adverse effect on our business.
We are increasingly investing in our strategic partnership and alliances and are focused on these critical relationships as a source of growth. Our partnerships and alliances and our relationships with a variety of third parties, including suppliers, contractors and others, expose us to a variety of risks that could have a material adverse effect on our business, and we may not be successful in mitigating such risks. Our operations depend on our ability to anticipate and quickly address our and our clients' needs for products and services, as well as our suppliers’ ability to deliver the required products and services at reasonable prices and in time for us to meet our own client commitments. In addition, we must adequately address quality issues associated with our solutions and services, including with respect to any third-party components. Any performance failure on the part of our partners or the third parties with whom we do business, or the discontinuance by such third parties or partners of products or services that we have relied on them to provide, could our performance or require us to engage alternative third parties to provide the required solutions or services at our cost or to perform them ourselves, any of which could us of potential revenue or impact our . Additionally, our partners, third-party suppliers and contractors and other third parties with whom we do business may not be to comply with current business practices or applicable laws or regulatory requirements. Our , or the of such third parties, to comply with applicable laws and regulations could result in sanctions being imposed on us, including , , civil and , any of which could significantly and affect our business.
We may have limited control over the time and effort our partners and third parties with whom we do business dedicate to their arrangements with us. Our ability to generate revenue from these arrangements will depend on our partners’ or other third parties’ desire and ability to successfully perform the functions assigned to them in these arrangements. Further, certain of our suppliers, partners and other contractors may decide to discontinue conducting business with us.
The successful execution of our growth strategy also depends on our ability to effectively manage and develop our strategic partnerships and alliances. We may not be successful in maintaining or growing our existing alliances with partners whose capabilities complement our own, and our partners may have strategic priorities and objectives that differ from or conflict with our interests. In addition, certain of our partners may also be our clients or suppliers, which may create conflicts of interest. Any failure to successfully manage these relationships, or any misalignment of priorities with our partners, could adversely affect our business, results of operations and financial condition.
Additionally, our partners could decide to establish preferred or exclusive arrangements with our competitors, which could limit our access to key technologies, reduce our competitive position in the market and adversely affect our ability to deliver solutions to our clients. We may not be able to prevent or mitigate the effects of such competitive dynamics.
Our ability to remain competitive depends in part on our success in identifying and forming partnerships with providers of new and emerging technologies. We may fail to anticipate technological shifts or to establish meaningful alliances with emerging technology providers early enough in their life cycles to gain a competitive advantage. Furthermore, we may not develop a sufficient number of personnel with the skills and certifications necessary to deliver services related to new technologies offered by our partners. Any such failures could limit our ability to offer innovative solutions to our clients and could materially adversely affect our competitive position and business.
Our alliance partners may be adversely affected by global events, macroeconomic changes, geopolitical instability or other factors beyond our or their control, which could impair their operations and their ability to perform under their arrangements with us. Rapid changes in demand could also affect our partners’ ability to deliver the required products or services to us within expected timeframes or at anticipated prices or could lead to reduced demand for our related solutions and services.
In addition, we are a party to license agreements with third parties and expect to enter into additional licenses in the future. Our existing licenses impose, and we expect that future licenses will impose, various obligations and restrictions on us. If we fail to comply with these obligations and restrictions, the licensors may have the right to terminate the licenses, in which event we might not be able to market any product or service that is covered by these agreements, which could materially adversely affect our business. Termination of these license agreements or a reduction in or elimination of our licensed rights may result in our having to negotiate new or reinstated licenses with less favorable terms, or cause us to lose rights in important intellectual property or technology.
Any of the foregoing may prevent us from working with our partners or third parties with whom we do business and could subject us to losses, affect our ability to bring products, solutions and services to market, impair our
competitiveness, cause us to fail to satisfy our client obligations and harm our reputation, which would materially adversely affect our business and results of operations.
Business disruptions could seriously harm our future revenue and financial condition and increase our costs and expenses.
We have employees in more than 35 countries and significant operations in more than 25 countries, and these global operations have in the past and could in the future be disrupted by natural or other disasters, telecommunications failures, power or water shortages, extreme weather conditions (whether as a result of climate change or otherwise), medical epidemics or pandemics and other natural or manmade disasters or catastrophic events. The occurrence of any of these business disruptions could result in significant losses, seriously harm our revenue, profitability and financial condition, adversely affect our competitive position, increase our costs and expenses, and require substantial expenditures and recovery time in order to fully resume operations. In addition, global climate change may result in certain natural disasters occurring more frequently or with intensity, such as earthquakes, tsunamis, cyclones, , wildfires, sea-level rise, heavy rains and flooding, and any such or series of in areas where we have a high concentration of employees, such as India, could significantly our operations and have a material effect on our business, results of operations and financial condition.
Our operations could also be disrupted as a result of technological failures, such as electricity or infrastructure breakdowns, including damage to telecommunications cables, computer glitches and electronic viruses, or human-caused events such as protests, riots, labor unrest and cyberattacks. Such events, or any natural or weather-related disaster, could lead to the disruption of information systems and telecommunication services for sustained periods. Damage or destruction that interrupts our provision of services could adversely affect our reputation, our relationships with our clients, our leadership team’s ability to administer and supervise our business or it may cause us to incur substantial additional expenditure to repair or replace equipment or delivery centers. Our operations and those of our significant suppliers and distributors could be affected if manufacturing, logistics or other operations in these locations are for any reason, such as those listed above. Even if our operations are unaffected or recover quickly from any such events, if our clients cannot timely resume their own operations due to a event, they may reduce or our services, which may affect our results of operations. We may also be liable to our clients for in service resulting from such or .
Our business continuity and disaster recovery plans may not be effective at preventing or mitigating the effects of any of the foregoing business disruptions, particularly in the case of a catastrophic event. Prolonged disruption of our services would also entitle our clients to terminate their contracts with us. While we currently have commercial liability insurance, our insurance coverage may not be sufficient. Furthermore, we may be unable to secure such insurance coverage at premiums acceptable to us in the future or at all. Any of the above factors may have a material adverse effect on our business, results of operations and financial condition.
We may be subject to claims and lawsuits for substantial damages, including by our clients arising out of disruptions to their businesses or our inadequate performance of services.
We depend in large part on our relationships with clients and our reputation for high-quality solutions and services to generate revenue and secure future engagements. Most of our client contracts contain service level and performance requirements, including requirements relating to the quality of our solutions and services. Failure to consistently meet client requirements, whether due to: (a) natural or other disasters, telecommunications failures, power or water shortages, extreme weather conditions (whether as a result of climate change or otherwise), medical epidemics, pandemics or other contagious diseases, or other natural or manmade disasters or catastrophic events; (b) breach of or incursion into our computer systems (for example, through a ransomware attack); (c) other systems failure, including due to aged IT systems or infrastructure; or (d) errors made by our employees or intentional misuse of client information or systems by our employees in the course of delivering services to our clients have in the past and could in the future a client’s business and result in a reduction in our revenues, clients their business relationships with us and/or a claim for us. Additionally, we could incur liability if a process we manage for a client were to result in internal control or our client’s ability to comply with its own internal control requirements.
We are also subject to actual and potential claims, lawsuits, investigations and proceedings outside of errors and omissions claims. For example, we engage in trust and safety services on behalf of clients, including content moderation, which could have a negative impact on our employees performing such services due to the nature of the materials they review. These types of services have been the subject of negative media coverage as well as litigation, and we may face adverse judgments or settlements or damage to our brand or reputation as a result of our provision of these services.
Under our MSAs with our clients, our liability for breach of our obligations is generally limited to actual damages suffered by the client and is typically capped at an agreed amount. These limitations and caps on liability may be unenforceable or otherwise may not protect us from liability for damages.
In addition, certain liabilities, such as claims of third parties for which we may be required to indemnify our clients or liability for breaches of confidentiality, are generally not limited under those agreements. Our MSAs are governed by laws of multiple jurisdictions, therefore the interpretation of such provisions, and the availability of defenses to us, may vary, which may contribute to the uncertainty as to the scope of our potential liability. Although we have commercial general liability insurance coverage, the coverage may not continue to be available on acceptable terms or in sufficient amounts to cover one or more large claims and our insurers may disclaim coverage as to any future claims.
The successful assertion of one or more large claims against us that exceed available insurance coverage, or changes in our insurance policies (including premium increases or the imposition of large deductible or co-insurance requirements), could have a material adverse effect on our reputation, business, results of operations and financial condition. It is also possible that future results of operations or cash flows for any particular quarterly or annual period could be materially adversely affected by an unfavorable resolution of these matters. In addition, these matters divert management and personnel resources away from operating our business. Even if we do not experience significant monetary costs, there may be adverse publicity or social media attention associated with these matters that could result in reputational harm, either to us directly or to the industries or geographies we operate in, that may materially adversely affect our business, client or employee relationships. Further, these can involve potentially significant costs, including legal defense costs.
Recent and future legislation and executive action in the United States and other jurisdictions could significantly affect the ability or willingness of our clients and prospective clients to utilize our services.
In the United States, federal and state measures aimed at limiting or restricting, or requiring disclosure of offshore outsourcing have been occasionally proposed and enacted. New U.S. regulations effective as of April 2025 restrict bulk transfers of certain U.S. personal data to designated countries of concern including China, Cuba, Iran, North Korea, Russia, and Venezuela, and the scope of the covered data set and the list of countries of concern could be expanded in the future. In addition, public figures in the United States have from time to time suggested that U.S. businesses be subjected to tax, public disclosure or other adverse consequences for outsourcing, with incentives for returning outsourced operations to the United States. Lawmakers have proposed bills of this type in recent legislative sessions and other specific measures might be proposed. It is not known how they would be implemented and enforced, or whether emerging or enacted tax reform or other near-term Congressional action will affect companies’ outsourcing practices. There can be no assurance that pending or future legislation or executive action in the United States that would significantly adversely affect our business, results of operations, and financial condition will not be enacted.
To date, twenty U.S. states have enacted comprehensive privacy laws, and some other states have enacted privacy laws that specifically regulate consumer health data or biometric data. These state privacy laws generally require that the use, retention, and sharing of personal information of residents be reasonably necessary and proportionate to the purposes of collection or processing, that businesses provide notice to data subjects regarding the information collected about them and how such information is used and shared, and provide data subjects the right to opt out of sales of their personal information and, in some cases, request the erasure of their personal information. Such laws, whether currently in effect or becoming effective in the future, carry substantial penalties for non-compliance, and any potential enforcement actions brought under these laws could lead to both business and reputational harm.
Legislation enacted in certain European jurisdictions, and any future legislation in Europe, Japan or any other region or country in which we have clients restricting the performance of managed services from an offshore location or imposing burdens on companies that outsource data processing functions, could also have a material adverse effect on our business, results of operations and financial condition. For example, the legal mechanisms for transferring personal data from the EU to other countries continue to evolve in response to legislation, rulemaking, and litigation. The validity of approved mechanisms for personal data transfers outside of the EU may be challenged and require further rulemaking by the applicable legal bodies.
Following the UK's withdrawal from the EU, the UK has continued to develop its own data protection framework. As the UK and EU pursue separate data protection reform agendas, emerging areas of divergence may impose additional expense, administrative burdens, and regulatory complexity for companies operating in the region, including potential enforcement risk associated with transferring personal data from the UK and EU to the U.S., where the applicable transfer mechanisms differ. The EU's adequacy decision in respect of the UK, which facilitates the transfer of personal data from the EU to the UK without additional safeguards, is subject to periodic review and could be suspended or revoked. The UK's exit from the EU and associated ongoing regulatory changes, including in trade relations, could also result in increased costs, delays, and regulatory complexity in our operations in or involving the UK.
Additionally, legislation enacted in the UK and by many EU countries provides that if a company outsources all or part of its business to a service provider or changes its current service provider, the affected employees of the company or of the previous service provider are entitled to become employees of the new service provider, generally on the same terms and conditions as their original employment. In addition, dismissals of employees who were employed by the
company or the previous service provider immediately prior to that outsourcing, if the dismissals resulted solely or principally from the outsourcing, are automatically considered unfair dismissals that entitle such employees to compensation. As a result, to avoid unfair dismissal claims we may have to offer, and become liable for, voluntary redundancy payments to the employees of our clients in the UK and other EU countries who have adopted similar laws who transfer business to us.
Our global operations expose us to numerous and sometimes conflicting legal and regulatory requirements, and we are or may become subject to government investigations, regulatory examinations and enforcement actions worldwide that could harm our business.
We are subject to numerous, and sometimes conflicting, legal regimes on matters such as anticorruption, import/export controls, trade restrictions, taxation, immigration (including temporary work authorizations or work permits), internal and disclosure control obligations, securities regulation, anti-competition, data privacy and protection, AI, wage-and-hour standards, employment and labor relations, and ESG reporting requirements. Our clients’ business operations are also subject to numerous regulations, and our clients may require that we perform our services in compliance with regulations applicable to them or in a manner that will enable them to comply with such regulations. In addition, regulators that oversee our clients' industries may examine our clients' outsourcing arrangements and their third-party service providers, including us, as part of their oversight activities. If such examinations reveal deficiencies in our operations or compliance programs — or if we are unable to satisfy client or regulatory requirements for third-party service providers — we could lose existing engagements, be precluded from bidding on new work in certain regulated industries or jurisdictions, or be subject to regulatory actions that could materially affect our business and results of operations.
The global nature of our operations and the expanding compliance perimeter associated with increased regulatory complexity increases the difficulty of compliance. Compliance with diverse legal requirements is costly, time-consuming and requires significant resources. Regulatory proceedings, inquiries and investigations can be disruptive to our operations, may divert significant management attention and resources, and may require us to respond to extensive document requests, implement remedial measures, modify business practices, or undertake changes to our internal controls and compliance programs. Given the complexity and scope of our global operations, we are subject to numerous ongoing regulatory and governmental investigations and examinations across the jurisdictions in which we do business, and at any time we could become subject to additional investigations or enforcement actions. Any such investigation or proceeding, alone or in combination with others across jurisdictions, could have a material adverse effect on our business. Violations of any regulations in the conduct of our business, or outcomes of any such or enforcement actions, could result in significant or , sanctions us and/or our employees, restrictions or prohibitions on our ability to conduct business or carry on certain activities, of contract and to our reputation, any of which could have a material effect on our business, results of operations and financial condition. Such consequences may arise even if we are ultimately not found to have applicable law, and the existence of any such or , regardless of outcome, could our relationships with existing clients, our ability to new business, and affect our share price. In addition, our insurance may be to cover, or we may not have insurance coverage for, costs and sustained if we become liable in relation to regulatory enforcement actions. Finally, due to the varying degrees of development of the legal systems of the countries in which we operate, local laws may not be well developed or provide sufficiently clear guidance and may be to protect our rights.
Our collection, use, disclosure, and retention of personal health-related and other information is subject to an array of privacy, data security, and data breach notification laws and regulations that change frequently, are inconsistent across the jurisdictions in which we do business, and impose significant compliance costs. Changes in these laws and regulations and inconsistencies in the standards that apply to our business in different jurisdictions may impose significant compliance costs, reduce the efficiency of our operations, and expose us to enforcement risks.
In the United States, all 50 states, the District of Columbia, Guam, Puerto Rico and the Virgin Islands have enacted legislation requiring notice to individuals of security breaches of information involving personally identifiable information. In addition, several U.S. states have enacted data privacy laws that impose varying privacy and data security obligations on companies and grant individuals residing in those states certain rights as data subjects, and legislation has been proposed in several more states. In addition, some states have passed laws imposing increased data security and breach notification obligations on companies operating in the U.S.
In the EU, the GDPR imposes privacy and data security compliance obligations and significant penalties for noncompliance. The GDPR presents numerous privacy-related changes for companies operating in the EU, including rights guaranteed to data subjects, requirements for data portability for EU consumers, data breach notification requirements and significant fines for noncompliance. In GDPR enforcement matters, companies have faced fines for violations of certain provisions. Fines can reach as high as 4% of a company’s annual total revenue, potentially including
the revenue of a company’s international affiliates. EU regulations impose increasing obligations on businesses that collect and process commercial, personal and health data. For example, the EU Data Act effective as of September 12, 2025, requires data holders to provide broader rights for data subjects to access information generated through their use of certain networked devices. The EU’s European Health Data Space Regulation effective as of March 2025 established a comprehensive regulatory regime for sharing health data within and among EU member states. Additionally, governments outside of the EU are also taking steps to fortify their data privacy laws and regulations. For example, some countries in Africa, Asia and Latin America, including Brazil and South Africa, where we have operations, have implemented or are considering data protection laws. India recently enacted a data protection law, the Digital Personal Data Protection Act (the "DPDP Act"), that will impact how we handle vendor and employee data in India and will require us to develop new controls governing our processing of employee data. Given the size and scope of our operations in India, the costs of compliance with the DPDP Act, and any fines or penalties for breaches thereof, could be significant and could have a material adverse effect on our business, financial condition and results of operations. As privacy laws and regulations around the world continue to evolve, these changes and others could affect our business operations, websites and mobile applications that are accessed by residents in the applicable countries.
In many parts of the world, including countries in which we operate and/or seek to expand, common practices in the local business community might not conform to international business standards and could violate anticorruption laws or regulations, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010. Our employees, subcontractors, agents, joint venture partners, the companies we acquire and their employees, subcontractors and agents, and other third parties with which we associate, could take actions that violate policies or procedures designed to promote legal and regulatory compliance or applicable anticorruption laws or regulations. Violations of these laws or regulations by us, our employees or any of these third parties could subject us to criminal or civil enforcement actions (whether or not we participated or knew about the actions leading to the violations), including fines or penalties, disgorgement of profits and or from work, any of which could materially affect our business, including our results of operations and our reputation.
In addition, the current U.S. presidential administration has sought, and is expected to continue to seek, to enact changes to numerous areas of law and regulations. Any such changes could significantly impact our business either directly or indirectly through their impact on our clients. Legislative or regulatory changes that could materially impact our business directly include changes to immigration policy, income tax regulations and the federal tax code, and public company reporting requirements. The nature, timing and economic effects of potential changes to the current legal and regulatory framework affecting US institutions under the new administration remain highly uncertain. Future changes may adversely affect our operating environment and therefore our business, financial condition and results of operations.
Our revenues are highly dependent on clients located in North America and Europe, as well as on clients that operate in certain industries.
In 2025, 71% of our revenues were derived from clients based in North America and 22% of our revenues were derived from clients based in Europe. The inflationary economic environment in recent years has adversely affected economic activity in North America and Europe and activity in certain industries in which our clients operate.
In a particular geographic market, service line or industry, a small number of clients have at times contributed, or may in the future contribute, a significant portion of our revenues from such geographic market, service line or industry, and decisions by such clients to delay, reduce, or eliminate spending on our services and solutions have had and could in the future have a disproportionate impact on our results of operations in the relevant geographic market, service or industry vertical.
In addition, any deterioration in economic activity in North America or Europe, or in industries in which our clients operate, could adversely affect demand for our services, thus reducing our revenue. Increased regulation, monetary policy actions, changes in existing regulation or increased government intervention in the industries in which our clients operate may adversely affect growth in such industries and therefore have an adverse impact on our revenues. Any of the foregoing factors could have a material adverse effect on our business, results of operations and financial condition.
We are implementing a new enterprise resource planning system, and challenges with the planning or implementation of the system may impact our internal controls over financial reporting, business and operations.
We are in the midst of a multi-year process of implementing a complex new enterprise resource planning system (“ERP”), which is a major undertaking that will replace most of our existing operating and financial systems. An ERP system is used to maintain financial records, enhance data security and operational functionality and resiliency, and provide timely information to management related to the operation of a business. The ERP implementation requires the integration of the new ERP with existing information systems and business processes. Our ERP planning and implementation has required and will continue to require, investment of significant capital and human resources,
requiring the attention of members of our management team. Any deficiencies in the design, or delays or issues encountered in the implementation, of the new ERP could result in significantly greater capital expenditures and employee time and attention than currently contemplated, and could adversely affect our ability to operate our business, including effective management of our invoicing and accounts receivable and collections processes, file timely reports with the SEC or otherwise affect the proper and efficient operation of our controls. If the system as implemented, or after necessary investments, does not result in our ability to maintain accurate books and records, our financial condition, results of operations, and cash flows could be materially adversely impacted. Additionally, conversion from our old system to the new ERP may also cause inefficiencies until the ERP is stabilized and mature. The implementation of our new ERP will require new procedures and many new controls over financial reporting. If we are unable to plan, implement and maintain procedures and controls relating to our ERP, our ability to produce timely and accurate financial statements or comply with applicable regulations could be and impact the effectiveness of our internal controls over financial reporting. All of the above could result in to our reputation or our clients, as well as us to regulatory actions or , any of which could materially impact our business, results of operations, financial condition and stock price.
Our results of operations and share price could be adversely affected if we are unable to maintain effective internal controls.
The accuracy of our financial reporting is dependent on the effectiveness of our internal controls. We are required to provide a report from management to our shareholders on our internal control over financial reporting that includes an assessment of the effectiveness of these controls. Internal control over financial reporting has inherent limitations, including human error, sample-based testing, the possibility that controls could be circumvented or become inadequate because of changed conditions, and fraud. Because of these inherent limitations, internal control over financial reporting might not prevent or detect all misstatements or fraud. If we cannot maintain and execute adequate internal control over financial reporting or implement required new or improved controls that provide reasonable assurance of the reliability of the financial reporting and preparation of our financial statements for external use, we could suffer harm to our reputation, to meet our public reporting requirements on a timely basis, be to properly report on our business and our results of operations, or be required to our financial statements, and our results of operations, the market price of our common shares and our ability to obtain new business could be materially affected.
We may face difficulties in providing end-to-end business solutions or delivering complex, large or unique projects for our clients that could cause clients to discontinue their work with us, which in turn could harm our business and our reputation.
We continue to expand the nature and scope of our engagements, including by incorporating digital solutions that use social, mobility, big data and cloud-based technologies. Our ability to effectively offer a wide range of business solutions depends on our ability to attract existing or new clients to new service offerings, and the market for our solutions is highly competitive. We cannot be certain that our new services or solutions will effectively meet client needs or that we will be able to attract clients to these offerings. The complexity of our new service offerings, our inexperience in developing or implementing them, and significant competition in the markets for these services may affect our ability to market these services successfully.
In addition, the breadth of our existing service offerings continues to result in larger and more complex projects with our clients, which have risks associated with their scope and complexities, including our reliance on alliance partners and other third-party service providers in implementing and delivering these projects. Our failure to deliver services that meet the requirements specified by our clients could result in termination of client contracts, and we could be liable to our clients for significant penalties or damages or suffer reputational harm. Larger projects may involve multiple engagements or stages, and there is a risk that a client may choose not to retain us for additional stages or may cancel or delay additional planned engagements. These terminations, cancellations or delays may result from factors that have little or nothing to do with the quality of our services, such as the business or financial condition of our clients or the economy generally. Such or make it to plan for project resource requirements and in such resource planning and allocation may have a impact on our .
From time to time we also enter into agreements that include unique service level delivery requirements or novel pricing arrangements with which we have no experience and that may be unique in the industry. These projects can include performance targets that become more rigorous over the term of the contracts and service delivery components that are partially subjective by design, and we may be unable to achieve such targets or to satisfy our clients’ expectations in delivering such services. Our failure to deliver such engagements to our clients’ expectations could result in termination of client contracts, and we could be liable to our clients for penalties or damages or suffer reputational harm. We may also discover that we have not priced such engagements appropriately, which could adversely affect our profitability and results of operations.
Currency exchange rate fluctuations in various currencies in which we do business, especially the Indian rupee, the euro and the U.S. dollar, could have a material adverse effect on our business, results of operations and financial condition.
Most of our revenues are denominated in U.S. dollars, with the remaining amounts largely in euros, UK pounds sterling, the Australian dollar, the Indian rupee and the Japanese yen. Most of our expenses are incurred and paid in Indian rupees, with the remaining amounts largely in U.S. dollars, Romanian lei, UK pounds sterling, Chinese renminbi, Philippine pesos, Polish zloty, euros, Mexican pesos, Costa Rican colón, Japanese yen, Canadian dollars, Malaysian ringgit, Guatemalan quetzals, Australian dollars, South African rand and Hungarian forint. As we expand our operations to new countries, we will incur expenses in other currencies. We report our financial results in U.S. dollars. The exchange rates between the Indian rupee, the euro and other currencies in which we incur costs or receive revenues, on the one hand, and the U.S. dollar, on the other hand, have changed substantially in recent years and may fluctuate substantially in the future. See Item 7A—“Quantitative and Qualitative Disclosures about Market Risk.”
Our results of operations have been adversely affected and could be further adversely affected by certain movements in exchange rates, particularly if the Indian rupee or other currencies in which we incur expenses appreciate against the U.S. dollar or if, as has occurred over the past year, the currencies in which we receive revenues, such as the euro, depreciate against the U.S. dollar. Although we take steps to hedge a substantial portion of our foreign currency exposures, there is no assurance that our hedging strategy will be successful or that the hedging markets will have sufficient liquidity or depth for us to implement our strategy in a cost-effective manner. In addition, in some countries, such as China, Costa Rica, India, Malaysia, the Philippines and Romania, we are subject to legal restrictions on hedging activities, as well as convertibility of currencies, which limits our ability to use cash generated in one country in another country and could limit our ability to hedge our exposures. Finally, our hedging policies only provide near term protection from exchange rate fluctuations. If the Indian rupee or other currencies in which we incur expenses appreciate against the U.S. dollar, we may have to consider additional means of maintaining , including by increasing pricing, which may or may not be achievable. See also Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—Net Revenues—Foreign exchange (), net.”
Restrictions on entry or work visas may affect our ability to compete for and provide services to clients, which could have a material adverse effect on our business and financial results.
A portion of our business depends on the ability of our employees to obtain the necessary visas and work or entry permits to travel to and do business in the countries where our clients and, in some cases, our delivery centers, are located. In recent years, in response to terrorist attacks, geopolitical tensions, and political developments, immigration authorities, particularly in the United States, have increased scrutiny in granting, extending, and renewing visas. The current U.S. presidential administration's immigration agenda has created increased uncertainty surrounding U.S. immigration policy. Recent executive orders impose a $100,000 fee on certain new H-1B entries, expand travel restrictions, intensify Department of Labor investigations, and eliminate automatic employment authorization extensions. Our operating subsidiaries in the U.S. use skilled workers holding H-1B and L-1 visas, and it has become more expensive, time-consuming, and legally complex to utilize existing U.S. visa programs. Additional executive or legislative action restricting the use of foreign personnel could materially increase our operating expenses, restrict our access to qualified workers, adversely affect our ability to recruit and retain critical talent, and place us at a competitive disadvantage relative to companies with greater resources. Visa processing or further restrictions could also our ability to staff client engagements, key projects, and reduce operational . Overall, ongoing changes in immigration laws and enforcement priorities have created significant uncertainty that makes workforce planning more and could have a material effect on our business and results of operations.
Local immigration laws may impose additional requirements for obtaining or maintaining entry or work visas, and countries other than the United States may restrict the number of visas or entry permits available. Immigration restrictions targeting specific countries may also limit our employment of international personnel. Any future adverse developments in immigration regulation or enforcement limiting the mobility of our employees could adversely impact our business and results of operations.
We may be unable to service our debt or obtain additional financing on competitive terms or at all.
In December 2022, we entered into an amended and restated five-year credit agreement with certain financial institutions as lenders which replaced our prior credit facility. The amended and restated credit agreement provides for a $530 million term loan and a $650 million revolving credit facility. The credit agreement obligations are unsecured, and guaranteed by certain subsidiaries. As of December 31, 2025 , the total amount due under the credit facility net of debt amortization expenses, including the amount utilized under the revolving facility, was $451.2 million. The amended and restated credit agreement contains covenants that require maintenance of certain financial ratios, including consolidated leverage and interest coverage ratios, and also, under certain conditions, restrict our ability to incur additional indebtedness, create liens, make certain investments, pay dividends or make certain other restricted
payments, repurchase common shares, undertake certain liquidations, mergers, consolidations and acquisitions and dispose of certain assets or subsidiaries, among other things. If we breach any of these restrictions and do not obtain a waiver from the lenders, subject to applicable cure periods the outstanding indebtedness (and any other indebtedness with cross-default provisions) could be declared immediately due and payable, which could adversely affect our liquidity and financial condition.
On March 26, 2021, we issued $350 million aggregate principal amount of 1.75% senior notes (the "2026 Notes") in an underwritten public offering. As of December 31, 2025 , the amount outstanding under the 2026 Notes, net of debt amortization expense of $0.2 million, was $349.8 million, which is payable on April 10, 2026 when the notes mature. We are required to pay interest on the 2026 Notes semi-annually in arrears on April 10 and October 10 of each year, ending on the maturity date.
On June 4, 2024, we issued $400 million aggregate principal amount of 6.000% senior notes (the "2029 Notes") in an underwritten public offering. As of December 31, 2025 , the amount outstanding under the 2029 Notes, net of debt amortization expense of $3.0 million, was $397.0 million, which is payable on June 4, 2029 when the notes mature. We are required to pay interest on the 2029 Notes semi-annually in arrears on June 4 and December 4 of each year, ending on the maturity date.
On November 18, 2025, we issued $350 million aggregate principal amount of 4.950% senior notes (the “2030 Notes”) in an underwritten public offering. As of December 31, 2025, the amount outstanding under the 2030 Notes, net of debt amortization expense of $4.4 million, was $345.6 million, which is payable on November 18, 2030 when the notes mature. We are required to pay interest on the 2030 Notes semi-annually in arrears on May 18 and November 18 of each year, ending on the maturity date.
We may seek to repay or refinance any series of our outstanding notes at or prior to the scheduled maturity date, as we have done in the past. Any decision to do so will depend on the condition of the capital markets and our financial condition at such time. When we have refinanced certain series of our notes in the past, we have paid higher interest rates on the refinanced notes than the rates we paid on the original notes, which adversely affected our net interest expense. If we refinance any series of outstanding notes in the future, the interest rate we pay on the refinanced notes may again be higher than the rate we currently pay on such notes, which would likely adversely affect our net interest expense. It is also possible that, due to the market conditions or our financial condition at such time, we may not seek to, or may be unable to, refinance any outstanding series of notes when they mature, which could have an adverse impact on our cash flows, working capital or liquidity and in turn have an adverse impact on our financial condition or results of operations.
The 2026 Notes and 2029 Notes were issued by, and are senior unsecured indebtedness of, Genpact Luxembourg S.à r.l. and Genpact USA, Inc., and are guaranteed on a senior unsecured basis by Genpact Limited and Genpact UK Finco plc, a wholly-owned subsidiary of the Company (“Genpact UK”). The 2030 Notes were issued by, and are senior unsecured indebtedness of, Genpact UK and Genpact USA, Inc., and are guaranteed on a senior unsecured basis by Genpact Limited and Genpact Luxembourg S.à r.l. The 2026 Notes, 2029 Notes and 2030 Notes are subject to certain customary covenants set forth in their respective governing indentures, including limitations on our ability to incur debt secured by liens, engage in certain sale and leaseback transactions and consolidate, merge, convey or transfer our assets. Upon certain change of control transactions, we would be required to make an offer to repurchase the 2026 Notes, the 2029 Notes and the 2030 Notes, as applicable, at a price equal to 101% of the aggregate principal amount of such notes, plus accrued and unpaid interest. The interest rate payable on the 2026 Notes is subject to adjustment if the credit ratings of the 2026 Notes is downgraded, up to a maximum increase of 2.0%. We may redeem the 2026 Notes, 2029 Notes and 2030 Notes at any time in whole or in part, at a redemption price equal to 100% of the principal amount of the notes redeemed, together with accrued and unpaid interest or, if redemption occurs prior to, in the case of the 2026 Notes, March 10, 2026, in the case of the 2029 Notes, May 4, 2029, and in the case of the 2030 Notes, October 18, 2030, a specified “make-whole” premium. The 2026 Notes, 2029 Notes and 2030 Notes are our senior unsecured obligations and rank equally with all our other senior unsecured indebtedness outstanding from time to time.
Our indebtedness and related debt service obligations can have negative consequences, requiring us to dedicate significant cash flow from operations to the payment of principal and interest on our debt, which reduces the funds we have available for other purposes such as acquisitions and capital investment, limiting our ability to obtain additional financing and limiting our ability to undertake strategic acquisitions, increasing our vulnerability to adverse economic and industry conditions, including by reducing our flexibility in planning for or reacting to changes in our business and market conditions, and exposing us to interest rate risk since a portion of our debt obligations are at variable rates. We manage only a portion of our interest rate risk related to floating rate indebtedness by entering into interest rate swaps. A portion of our indebtedness, including borrowings under our credit facility, bears interest at variable interest rates primarily based on the Secured Overnight Financing Rate. Accordingly, any adverse change in interest rates due to market conditions or otherwise could increase our cost of funding substantially.
We often face a long selling cycle to secure a new Digital Operations contract as well as long implementation periods that require significant resource commitments, which result in a long lead time before we receive revenues from new relationships.
We often face a long selling cycle to secure a new Digital Operations contract. If we are successful in obtaining an engagement, that is generally followed by a long implementation period in which the services are planned in detail and we demonstrate to a client that we can successfully integrate our processes and resources with their operations. During this time a contract is also negotiated and agreed. There is then a long ramping up period in order to commence providing the services. We typically incur significant business development expenses during the selling cycle. We may not succeed in winning a new client’s business, in which case we receive no revenues and may receive no reimbursement for such expenses. Even if we succeed in developing a relationship with a potential new client and begin to plan the services in detail, a potential client may choose a competitor or decide to retain the work in-house prior to the time a final contract is signed. If we enter into a Digital Operations contract with a client, we will typically receive no revenues until implementation actually begins. Our clients may also experience delays in obtaining internal approvals or delays associated with technology or system implementations, thereby further lengthening the implementation cycle. We generally hire new employees to provide services to a new client once a contract is signed. We may face significant in hiring such employees and incur significant costs associated with these hires before we receive corresponding revenues. If we are not in obtaining contractual commitments after the selling cycle, in maintaining contractual commitments after the implementation cycle or in maintaining or reducing the duration of initial periods in our contracts, it may have a material effect on our business, results of operations and financial condition.
We make estimates and assumptions in connection with the preparation of our consolidated financial statements, and any changes to those estimates and assumptions could adversely affect our financial results.
Our financial statements have been prepared in accordance with U.S. generally accepted accounting principles. The application of generally accepted accounting principles requires us to make estimates and assumptions about certain items and future events that affect our reported financial condition, and our accompanying disclosure with respect to, among other things, revenue recognition and income taxes. We base our estimates on historical experience, contractual commitments and on various other assumptions that we believe to be reasonable under the circumstances and at the time they are made. These estimates and assumptions involve the use of judgment and are subject to significant uncertainties, some of which are beyond our control. If our estimates, or the assumptions underlying such estimates, are not correct, actual results may differ materially from our estimates, and we may need to, among other things, adjust revenues or accrue additional charges that could adversely affect our results of operations.
Our operating results may experience significant fluctuations.
Our operating results may fluctuate significantly from period to period. The long selling cycle for many of our services as well as the time required to complete the implementation phases of new contracts makes it difficult to accurately predict the timing of revenues from new clients or new SOWs as well as our costs. In recent years, volatility in client demand for and the volume of consulting and other short-cycle engagements in our Data-Tech-AI business has also made it more difficult to accurately forecast our revenues. Our future revenues, operating margins and profitability may fluctuate as a result of, among other factors, lower demand for our services, lower win rates versus our competition, changes in pricing in response to client demands, new services and solutions, and competitive pressures, changes to the financial condition of our clients, employee wage levels and utilization rates, the availability of, and our ability to attract and retain, employees with specialized skills in advanced technologies, changes in foreign exchange rates, including the Indian rupee versus the U.S. dollar and the euro versus the U.S. dollar, the timing of collection of accounts receivable, enactment of new taxes, changes in income tax rates and regulations in the countries where we do business, changes in laws and regulations affecting the willingness of clients to purchase the types of services and solutions we provide or our ability to provide services from offshore, and changes to levels and types of share-based compensation awards and assumptions used to determine the fair value of such awards. As a result of these factors, it is possible that, as has occurred in the past, our revenues and operating results may be below, in some cases significantly, the expectations of public market analysts and investors. The price of our common shares has been affected by lower-than-expected operating results in the past and would likely be materially and affected if we report significantly lower-than-expected operating results in the future.
If we are unable to collect our receivables, our results of operations, financial condition and cash flows could be adversely affected.
Our business depends on our ability to successfully obtain payment from our clients of the amounts they owe us for work performed. We evaluate the financial condition of our clients and usually bill and collect on relatively short cycles. We have established allowances for losses of receivables and unbilled services. Actual losses on client balances could differ from those that we currently anticipate, and, as a result, we might need to adjust our allowances. We might
not accurately assess the creditworthiness of our clients. In recent years, some of our clients have begun to delay their payments to us in order to take advantage of increased interest rates to earn additional interest income, which has had an adverse impact on our days sales outstanding. Delayed client payments and extended payment terms in some contracts have in some cases had an adverse impact on our cash flows, and we expect that our working capital balances and cash management practices will be further adversely affected if more clients delay payments or if payments are delayed further or for an extended period.
Macroeconomic conditions, including persistent inflation in the countries in which we do business and have operations, increasing geopolitical tensions, the possibility of an economic downturn globally or regionally and changes in global trade policies, particularly trade relations involving the U.S., could also result in financial difficulties for our clients, including bankruptcy and insolvency. Additionally, cyberattacks on any of our clients could disrupt their internal systems and capability to make payments. The occurrence of any of these events could cause clients to delay payments to us, request modifications to their payment arrangements that could increase our receivables balance, or default on their payment obligations to us. If we experience an increase in the time to bill and collect for our services due to these additional factors, our cash flows could be adversely affected.
Some of our contracts contain provisions which, if triggered, could result in lower future revenues and have a material adverse effect on our business, results of operations and financial condition.
Some of our contracts allow a client, in certain limited circumstances, to request a benchmark study comparing our pricing and performance with that of an agreed list of other service providers for comparable services. Based on the results of the study and depending on the reasons for any unfavorable variance, we may be required to make improvements in the services we provide or to reduce the pricing for services on a prospective basis to be performed under the remaining term of the contract, which could have an adverse effect on our business, results of operations and financial condition. Some of our contracts contain provisions that would require us to pay penalties to our clients and/or provide our clients with the right to terminate the contract if we do not meet agreed service level requirements. Failure to meet these requirements could result in the payment of significant penalties by us to our clients which in turn could have a material adverse effect on our business, results of operations and financial condition.
A few of our MSAs provide that during the term of the MSA and under specified circumstances, we may not provide similar services to the competitors of our client. Some of our contracts also provide that, during the term of the contract and for a certain period thereafter ranging from six to 12 months, we may not provide similar services to certain or any of our client’s competitors using the same personnel. These restrictions may hamper our ability to compete for and provide services to other clients in the same industry, which may inhibit growth and result in lower future revenues and profitability.
Some of our contracts with clients specify that if a change of control of our company occurs during the term of the contract, the client has the right to terminate the contract. These provisions may result in our contracts being terminated if there is such a change in control, resulting in a potential loss of revenues. In addition, these provisions may act as a deterrent to any attempt by a third party to acquire our company. Some of our contracts with clients require that we bear the cost of any sales or withholding taxes or unreimbursed value-added taxes imposed on payments made under those contracts. While the imposition of these taxes is generally minimized under our contracts, changes in law or the interpretation thereof and changes in our internal structure may result in the imposition of these taxes and a reduction in our net revenues.
Our business could be materially and adversely affected if we do not protect our intellectual property or if our solutions or services are found to infringe on the intellectual property of others.
Our success depends in part on certain methodologies, practices, tools and technical expertise we utilize in designing, developing, implementing and maintaining applications and other proprietary intellectual property rights. Our success also depends on our ability to develop and protect intellectual property rights in our AI-enabled solutions, including proprietary AI models, algorithms, and methodologies. In order to protect our rights in these various intellectual properties, we rely upon a combination of nondisclosure and other contractual arrangements as well as patent, trade secret, copyright and trademark laws. We also generally enter into confidentiality agreements with our employees, consultants, vendors, clients and potential clients, partners and potential partners, and limit access to and distribution of our proprietary information. We operate across multiple jurisdictions with varying intellectual property frameworks, including evolving AI-specific regulations. While international treaties such as the Berne Convention provide certain baseline protections, the regulatory landscape governing AI and intellectual property is rapidly evolving. The U.S. Patent and Trademark Office and Copyright Office continue issuing guidance on AI-related inventions, and patentability questions involving machine-generated outputs remain unsettled. There can be no assurance that the laws, rules, regulations and treaties in effect in the United States, India and the other jurisdictions in which we operate and the contractual and other protective measures we take, are adequate to protect us from or use of our intellectual property, or that such laws will not change. We may not be to detect use and
take appropriate steps to enforce our rights, and any such steps may not be successful. Infringement by others of our intellectual property, including the costs of enforcing our intellectual property rights, may have a material adverse effect on our business, results of operations and financial condition.
In addition, we may not be able to prevent others from using our data and proprietary information to compete with us. Existing trade secret, copyright and trademark laws offer only limited protection. Further, the laws of some foreign countries may not protect our data and proprietary information at all. If we have to resort to legal proceedings to enforce our rights, the proceedings could be burdensome, protracted, distracting to management and expensive and could involve a high degree of risk and be unsuccessful.
Although we do not believe that our solutions or services infringe the intellectual property rights of others, claims may nonetheless be successfully asserted against us in the future. Our use of AI and generative AI technologies may expose us to intellectual property claims related to the data used to train AI models incorporated into our solutions and services. We may face claims that AI models we use were trained on copyrighted materials without authorization, or that outputs from our solutions or services infringe third-party copyrights or other intellectual property rights. The complexity and limited transparency of many AI models may make it difficult to fully understand AI system behavior or anticipate unintended infringement. Our development and deployment of agentic AI systems present novel intellectual property risks. The autonomous nature of these systems may result in outputs or actions that third-party IP rights in ways that are to predict or prevent, and liability frameworks for autonomous AI-generated remain unclear. The costs of any could be significant, and any claim may require us to modify, or rename any of our services.
Additionally, if commercially available AI technologies become unavailable or more costly due to changing law or litigation, or if competitors develop more effective IP strategies for their AI technologies, obtain broader IP protection, or more successfully navigate the evolving IP landscape for AI-generated content, our competitive position may be materially harmed. The costs of developing, implementing, and defending our AI-related intellectual property portfolio may be substantial and may not yield anticipated returns. Any liability arising from unintentional infringement, or the costs of developing an IP strategy that sufficiently addresses the IP-related risks of our advanced technology solutions, could have a material adverse effect on our business, reputation, results of operations and financial condition.
We may face difficulties as we expand our operations into countries in which we have no prior operating experience.
We intend to continue to expand our global footprint in order to maintain an appropriate cost structure and meet our clients’ delivery needs. This has in the past and may in the future involve expanding into countries other than those in which we currently operate. It may involve expanding into less developed countries, which may have less political, social or economic stability and less developed infrastructure and legal systems. When we expand our business into new countries, as has happened in the past, we may encounter regulatory, employment, technological, logistical and other difficulties that increase our expenses or delay our ability to start up our operations or become profitable in such countries. This may affect our relationships with our clients and could have an adverse effect on our business, results of operations and financial condition.
Armed conflicts, terrorism or other acts of violence involving any of the countries in which we or our clients have operations could adversely affect our operations and client confidence.
Terrorist attacks and other acts of violence or war may adversely affect worldwide financial markets and could potentially lead to economic recession, which could adversely affect our business, results of operations, financial condition and cash flows. Such events have created volatility and uncertainty in financial markets in the past and could in the future adversely affect our clients’ levels of business activity and precipitate sudden significant changes in regional and global economic conditions and cycles. For instance, the Russia-Ukraine war and ongoing conflicts in the Middle East have created volatility and uncertainty in financial markets. These events also pose significant risks to our people and to our delivery centers and operations around the world.
Southern Asia has from time to time experienced instances of civil unrest and hostilities among neighboring countries, including India and Pakistan. In recent years, military confrontations between India and Pakistan have occurred in the region of Kashmir and along the India/Pakistan border. Incidents in and near India, such as continued terrorist activity around the northern border of India, have contributed to an aggravated geopolitical situation in the region, culminating in military escalation in May 2025. In addition, there has been a series of conflicts between India and China along their shared border in recent years. Although both countries have taken actions to control and de-escalate these conflicts, there can be no assurance that tensions in the area will diminish in the near future. Military activity, terrorist attacks and other unrest in the future could adversely impact the Indian economy. Any of the foregoing could also create a perception that investments in companies with Indian operations involve a high degree of risk or that there is a risk of of services provided by companies with Indian operations, which could have a material
effect on our share price and/or the market for our services. Furthermore, if India or bordering countries were to become engaged in armed hostilities, particularly hostilities that were protracted or involved the threat or use of nuclear weapons, we might not be able to continue our operations. We generally do not have insurance for losses and interruptions caused by terrorist attacks, military conflicts and wars, and our business continuity planning may not adequately address all potential scenarios arising from such regional instability or conflicts.
If more stringent labor laws become applicable to us or if a significant number of our employees unionize, our profitability may be adversely affected.
India has stringent labor legislation that protects employee interests, including legislation that sets forth detailed procedures for dispute resolution and that imposes financial obligations on employers upon termination of employees without cause. Though companies in our industry have certain exemptions from some of these labor laws, there can be no assurance that such laws will not become applicable to us in the future. If these labor laws become applicable to us or if more stringent labor laws apply to us in the future, it may become difficult for us to maintain flexible human resource policies, to attract and employ the numbers of sufficiently qualified candidates we require or to terminate employees, and our compensation expenses may increase significantly.
In addition, a small percentage of our global employee population is currently unionized. If a significant number of our employees form or join unions, we may be required to raise wage levels or provide additional benefits, which could result in operational impediments and an increase in our compensation expenses, in which case our operations and profitability may be adversely affected.
We may engage in strategic transactions that could create risks.
As part of our business strategy, we regularly review potential strategic transactions, including potential acquisitions, dispositions, consolidations, joint ventures or similar transactions, some of which may be material. Through the acquisitions we pursue, we may seek opportunities to add to or enhance the services we provide, to enter new industries or expand our client base, or to strengthen our global presence and scale of operations. We have completed numerous acquisitions since our inception. There can be no assurance that we will find suitable candidates in the future for strategic transactions at acceptable prices, have sufficient capital resources to accomplish our strategy, or be successful in entering into agreements for desired transactions.
Businesses we have acquired have in the past and could in the future lose clients or employees or under-perform relative to expectations. We could also experience financial or other setbacks if transactions encounter unanticipated problems, including problems related to execution, integration or unknown liabilities. Although we conduct due diligence in connection with our acquisitions, there could be liabilities that we fail to discover, that we inadequately assess or that are not properly disclosed to us. Any material liabilities associated with our acquisitions could harm our business, results of operations and financial condition. Following the completion of an acquisition, we may have to rely on the seller to provide administrative and other support, including financial reporting and internal controls, to the acquired business for a period of time. There can be no assurance that the seller will do so in a manner that is acceptable to us.
Bermuda recently enacted new tax legislation that will impose a corporate income tax on certain Bermuda companies. Any new tax liability in Bermuda or another jurisdiction based on our incorporation in Bermuda could have a material adverse effect on our business, results of operations and financial condition.
We previously received a written assurance from the Bermuda Minister of Finance under The Exempted Undertaking Tax Protection Act 1966 of Bermuda (the "EUTP") to the effect that if there is enacted in Bermuda any legislation imposing tax computed on profits or income, or computed on any capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance tax, then the imposition of any such tax shall not be applicable to us or to any of our operations or common shares, debentures or other obligations or securities until March 31, 2035, except insofar as such tax applies to persons ordinarily resident in Bermuda or is payable by us in respect of real property owned or leased by us in Bermuda. While we are not subject to tax on income, profits, withholding, capital gains or capital transfers under current law, the Bermuda Government recently passed a new law titled the Corporate Income Tax Act, 2023 (the "CIT Act"), which imposes a 15% minimum corporate income tax rate and expressly supersedes the written assurance we received under the EUTP.
Under the CIT Act, Bermuda corporate income tax is chargeable with respect to fiscal years beginning on or after January 1, 2025 and applies to Bermuda entities that are part of a multinational group with annual revenue above 750 million euros in at least two of the prior four fiscal years. This corporate income tax currently has no impact on us given that we have no profits in Bermuda and we do not currently expect to have profits in Bermuda in the foreseeable future. However, if we incur tax liability in Bermuda as a result of the CIT Act or in any other jurisdiction as a result of our incorporation in Bermuda, it could have a material adverse effect on our business, results of operations and financial condition.
Economic substance requirements in Bermuda could adversely affect us.
Harmful tax practices have become the focus of increased scrutiny from the EU. Following a 2017 assessment by the Code of Conduct Group (Business Taxation) ("COCG"), which included Bermuda in a list of jurisdictions required by the EU to address the COCG’s concerns relating to the demonstration of economic substance, the Bermuda Government implemented legislation which brought certain substance requirements into force in 2019 for Bermuda entities. Pursuant to the economic substance requirements, core income generating activities carried out by Bermuda companies must be undertaken in Bermuda. To satisfy these requirements, we may be required to conduct additional activities in Bermuda. The substance requirements could be difficult to manage or implement, and compliance with the requirements could be difficult or costly and could have a material adverse effect on us or our operations.
We may not be able to realize the entire book value of goodwill and other intangible assets from acquisitions.
As of December 31, 2025, we had $1,781 million of goodwill and $67 million of intangible assets. We periodically assess these assets to determine if they are impaired and we monitor for impairment all acquisition-related goodwill as allocated among our reporting units. Goodwill is not amortized but is tested for impairment at least on an annual basis as of December 31 of each year. Impairment testing of goodwill may also be performed between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of goodwill below its carrying amount.
We may perform quantitative testing where the fair value of the reporting unit is compared with its carrying amount, including goodwill, or perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If we choose to perform a qualitative assessment and we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then we perform a quantitative assessment as well. If the book value of our goodwill and other intangible assets is impaired, any such impairment would be charged to earnings in the period of impairment. We cannot assure you that any future impairment of goodwill and other intangible assets will not have a material adverse effect on our business, financial condition or results of operations.
Risks Related to our Shares
The issuance of additional common shares by us or the sale of our common shares by our employees could dilute our shareholders’ ownership interest in the Company and could significantly reduce the market price of our common shares.
Sales of a substantial number of our common shares in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common shares.
We have issued a significant number of equity awards under our equity compensation plans. The shares underlying these awards are or, with respect to certain option grants, will be registered on a Form S-8 registration statement. As a result, upon vesting these shares can be freely exercised and sold in the public market upon issuance, subject to volume limitations applicable to affiliates. The exercise of options and the subsequent sale of the underlying common shares or the sale of common shares upon vesting of other equity awards could cause a decline in our share price. These sales also might make it difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.
Certain of our employees, executive officers and directors have entered or may enter into Rule 10b5-1 plans providing for sales of our common shares from time to time. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the employee, director or officer when entering into the plan, without further direction from the employee, officer or director. A Rule 10b5-1 plan may be amended or terminated in some circumstances. Our employees, executive officers and directors may also buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material, nonpublic information.
In addition, we may in the future engage in strategic transactions that could dilute our shareholders’ ownership and cause our share price to decline. Sales of substantial amounts of our common shares or other securities by us could also dilute our shareholders’ interests, lower the market price of our common shares and impair our ability to raise capital through the sale of equity securities.
There can be no assurance that we will continue to declare and pay dividends on our common shares, and future determinations to pay dividends will be at the discretion of our board of directors.
Prior to 2017, we did not declare regular dividends. In February 2017, we announced the declaration of the first quarterly cash dividend on our common shares and have paid a quarterly cash dividend each quarter since that date. Any determination to pay dividends to holders of our common shares in the future, including future payment of a regular quarterly cash dividend, will be at the discretion of our board of directors and will depend on many factors, including our financial condition, results of operations, general business conditions, statutory requirements under Bermuda law and any other factors our board of directors deems relevant. Our ability to pay dividends will also continue to be subject to restrictive covenants contained in credit facility agreements governing indebtedness we and our subsidiaries have incurred or may incur in the future. In addition, statutory requirements under Bermuda law could require us to defer making a dividend payment on a declared dividend date until such time as we can meet statutory requirements under Bermuda law. A reduction in, delay of, or elimination of our dividend payments could have a negative effect on our share price.
We are organized under the laws of Bermuda, and Bermuda law differs from the laws in effect in the United States and may afford less protection to shareholders.
Our shareholders may have more difficulty protecting their interests than would shareholders of a corporation incorporated in a state of the United States. As a Bermuda company, we are governed by, in particular, the Companies Act. The Companies Act differs in some material respects from laws generally applicable to U.S. corporations and shareholders, including the provisions relating to interested directors, mergers, amalgamations, takeovers and indemnification of directors.
Generally, the duties of directors and officers of a Bermuda company are owed to the company only. Shareholders of Bermuda companies generally do not have the right to take action against directors or officers of the company except in limited circumstances. Directors of a Bermuda company must, in exercising their powers and performing their duties, act honestly and in good faith with a view to the best interests of the company, exercising the care and skill that a reasonably prudent person would exercise in comparable circumstances. Directors have a duty not to put themselves in a position in which their duties to the company and their personal interests may conflict and also are under a duty to disclose any personal interest in any material contract or arrangement with the company or any of its subsidiaries. If a director of a Bermuda company is found to have breached his or her duties to that company, he may be held personally liable to the company in respect of that breach of duty. A director may be liable jointly and severally with other directors if it is shown that the director knowingly engaged in or (with such unlimited liability as the courts shall
direct). In cases not involving fraud or dishonesty, the liability of the director will be determined by the Supreme Court of Bermuda or other Bermuda court (with such liability as the Bermuda court thinks just) who may take into account the percentage of responsibility of the director for the matter in question, in light of the nature of the conduct of the director and the extent of the causal relationship between his or her conduct and the loss suffered.
In addition, our bye-laws contain a broad waiver by our shareholders of any claim or right of action, both individually and on our behalf, against any of our officers or directors. The waiver applies to any action taken by an officer or director, or the failure of an officer or director to take any action, in the performance of his or her duties, except with respect to any matter involving or arising out of any fraud or dishonesty on the part of the officer or director or to matters which would render it void pursuant to the Companies Act. This waiver limits the rights of shareholders to assert claims against our officers and directors unless the act or failure to act involves fraud or dishonesty. Therefore, our shareholders may have more difficulty protecting their interests than would shareholders of a corporation incorporated in a state within the United States.
The market price for our common shares has been and may continue to be volatile.
The market price for our common shares has been and may continue to be volatile and subject to price and volume fluctuations in response to market and other factors, some of which are beyond our control. Among the factors that could affect our share price are:
• technological developments that have an actual or perceived impact on us or our industry, such as generative and agentic AI;
• terrorist attacks, other acts of violence or war, such as the Russia-Ukraine war and conflicts in the Middle East, natural disasters, epidemics or pandemics, or other such events impacting countries where we or our clients have operations;
• actual or anticipated fluctuations in our quarterly and annual operating results;
• changes in or our inability to meet our financial estimates or the estimates of securities research analysts;
• changes in the economic performance or market valuations of our competitors and other companies engaged in providing similar or competitive services;
• the loss of one or more significant clients;
• the addition or loss of executive officers or key employees;
• regulatory developments in our target markets affecting us, our clients or our competitors;
• general economic, industry and market conditions, such as geopolitical events, inflation and sustained high interest rates;
• limited liquidity in our trading market;
• sales or expected sales of additional common shares, either by us, our employees, or any of our shareholders, or purchases or expected purchases of common shares, including by us under existing or future share repurchase programs, which purchases are at the discretion of our board of directors and may not continue in the future; and
• actions or announcements by activist shareholders or others.
In addition, securities markets generally and from time to time experience significant price and volume fluctuations that are not related to the operating performance of particular companies. Market uncertainty and volatility have been magnified and may continue to intensify due to the statements and actions of the current U.S. presidential administration and resulting uncertainties regarding actual and potential shifts in U.S. and foreign trade, economic and other policies, including with respect to treaties and tariffs. These market fluctuations may have a material adverse effect on the market price of our common shares.
You may be unable to effect service of process or enforce judgments obtained in the United States or Bermuda against us or our assets in the jurisdictions in which we or our executive officers operate.
We are incorporated and organized under the laws of Bermuda, and a significant portion of our assets are located outside the United States. It may not be possible to enforce court judgments obtained in the United States against us in Bermuda or in countries, other than the United States, where we have assets based on the civil liability or penal provisions of the federal or state securities laws of the United States. In addition, there is some doubt as to whether the courts of Bermuda and other countries would recognize or enforce judgments of United States courts obtained against us or our directors or officers based on the civil liability or penal provisions of the federal or state securities laws of the
United States or would hear actions against us or those persons based on those laws. We have been advised by Appleby (Bermuda) Limited, our Bermuda counsel, that the United States and Bermuda do not currently have a treaty providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. Therefore, a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not based solely on United States federal or state securities laws, would not automatically be enforceable in Bermuda. Similarly, those judgments may not be enforceable in countries, other than the United States, where we have assets.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Cybersecurity risk management is an essential part of our enterprise risk management program. We are committed to maintaining governance and oversight of these risks and to implementing controls, technologies, and processes designed to help us identify, assess, and manage these risks.
Our cybersecurity program aims to incorporate industry best practices, including standards such as ISO 27001 and the NIST Cybersecurity Framework, and focuses on implementing effective and efficient controls, technologies, and other processes to assess, identify, manage and address cybersecurity risks, threats and incidents. Our practices include, among other things, security awareness training and simulations, technologies and processes to monitor our systems, assessments of controls, and incident response processes. We engage with industry groups and forums to stay informed of industry practices and developments. We monitor developments in the threat landscape that may affect our systems or services and assess their potential impacts on and risks to our cybersecurity posture. We engage external service providers, where appropriate and from time to time, to assist us with aspects of our program, such as assessing and testing controls, providing threat intelligence information and incident response. We also have processes in place to manage cybersecurity risks associated with third-party service providers. Certain key security controls are tested annually by independent third-party auditors as well as our internal auditors. We regularly refine our cybersecurity processes as we determine necessary to address developments in the landscape, advance our control and technology capabilities, respond to regulatory requirements and standards, and implement based on the results of internal and external assessments.
Our cybersecurity incident response process involves a multi-functional approach for investigating, containing, and mitigating incidents, including reporting findings to senior management and other key stakeholders, including if appropriate the audit committee and the board, and keeping them informed and involved as appropriate. While we have not, as of the date of this Form 10-K, experienced a cybersecurity threat or incident that has had or is reasonably likely to have a material impact on our business or operations, we have experienced incidents that did not have a material impact on our business or operations, and there can be no guarantee that we will not experience an incident that results in a material impact to our business or operations in the future. In addition, cybersecurity threats are constantly evolving and increasing in sophistication, which increases the difficulty of successfully defending against them or implementing adequate preventative and detective measures. See "Risk Factors" above for more information about the cybersecurity risks we face.
Our board of directors has ultimate responsibility for oversight of our risk management, and delegates cybersecurity risk management oversight to the audit committee. The audit committee, which is responsible for ensuring that management has processes in place designed to identify, evaluate and manage cybersecurity risks and incidents, regularly reviews our cybersecurity program with management and reports to the board of directors. Cybersecurity reviews by the audit committee generally occur at least quarterly. A number of our directors have experience in assessing and managing cybersecurity risk, including by serving on other public company audit committees having responsibility for cybersecurity oversight. One of our directors has also served as a Chief Technology Officer for multiple companies.
Our cybersecurity program is run by our Chief Information Security Officer (CISO) , who reports to our Senior Vice President, Information Security, Infrastructure & Logistics and Global Mobility Services, and who receives input and support from our Head of Enterprise Risk Management and our Chief Information and Transformation Officer. Our CISO has extensive experience leading and managing cybersecurity programs and in cybersecurity risk management. Our CISO has served in this position since 2014 and, before Genpact, was previously CISO at another US-listed public company. Our CISO is supported by our information security team, many of whom hold cybersecurity certifications and who collectively possess relevant experience in different areas of cybersecurity, and by our information technology team who operate several critical controls.
Our CISO is informed about and monitors prevention, detection, mitigation, and remediation efforts through regular communication and reporting from our information security team, internal governance processes, and by reviewing the results of internal and third-party assessments and audits. Our CISO regularly reports directly to the audit committee on our cybersecurity program and our efforts to prevent, detect, mitigate, and remediate cybersecurity risks. In addition, we have an Information Security Governance Council, made up of members of our senior management team as well as relevant information security personnel, that meets periodically to discuss and address relevant cybersecurity matters.
Item 2. Properties
We have delivery centers in more than 25 countries. We have a mixture of owned and leased properties and substantially all of our leased properties are leased under long-term leases with varying expiration dates. We believe that our properties and facilities are suitable and adequate for our present purposes and are well-maintained.
Item 3. Legal Proceedings
The information set forth in Item 1A—“Risk Factors" above related to the 2023 ITA Order and in subsection (b) to Note 25—“Commitments and contingencies—Contingency” to our consolidated financial statements under Part IV, Item 15—“Exhibits and Financial Statement Schedules” is incorporated herein by reference.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Stock Price Information and Stockholders
The principal market on which the Company’s common shares are traded is the New York Stock Exchange under the symbol “G.” As of January 31, 2026, there were 34 holders of record of our common shares.
The following graph and table compare the performance of an investment in our common shares (measured as the cumulative total shareholder return) with investments in the S&P 500 Index (market capitalization weighted) and a peer group of companies for the period from January 1, 2021 to December 31, 2025. The selected peer group for the period presented is comprised of six companies that we believe are our closest reporting issuer competitors: Accenture plc, Cognizant Technology Solutions Corp., ExlService Holdings, Inc., Infosys Technologies Limited, Wipro Technologies Limited, and WNS (Holdings) Limited. WNS (Holdings) Limited was acquired by Capgemini SE in the fourth quarter of 2025. Accordingly, performance data for WNS (Holdings) Limited is included in the chart and table below through September 30, 2025. The returns of the component entities of our peer group index are weighted according to the market capitalization of each company as of the end of each period for which a return is presented. The returns assume that $100 was invested on December 31, 2020 and that all dividends were reinvested. The performance shown in the graph and table below is historical and should not be considered indicative of future price performance.
Genpact
Peer Group
Genpact
Peer Group
Genpact
Peer Group
Genpact
Peer Group
This graph is not deemed to be “filed” with the SEC or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, and should not be deemed to be incorporated by reference into any of our prior or subsequent filings under the Securities Act of 1933 or the Securities Exchange Act of 1934.
Dividends
In February 2025, our board of directors approved an 11% increase in our quarterly cash dividend to $0.17 per common share, representing an annual dividend of $0.68 per common share. In 2025, dividends were declared in February, May, July and October and paid in March, June, September and December. In February 2026, our board of directors approved a 10% increase in our quarterly cash dividend to $0.1875 per common share, representing a planned annual dividend of $0.75 per common share for 2026. Any future dividends will be at the discretion of the board of directors and subject to Bermuda and other applicable laws.
Unregistered Sales of Equity Securities
None.
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
Share repurchase activity during the three months ended December 31, 2025 was as follows:
Period
Total Number of Shares
Purchased
Weighted Average Price Paid per
Share ($)
Total Number of Shares
Purchased as
Part of Publicly
Announced Plan or Program
Approximate Dollar Value of Shares that May Yet Be
Purchased Under the
Plan or Program ($)
October 1-October 31, 2025
November 1-November 30, 2025
December 1-December 31, 2025
Total
In February 2025, our board of directors authorized a $500 million increase to our existing $2.25 billion share repurchase program, first announced in February 2015, bringing the total authorization under our existing program to $2.75 billion. This repurchase program does not obligate us to acquire any specific number of shares and does not specify an expiration date. All shares repurchased under the plan have been cancelled. See Note 18—“Capital stock” to our consolidated financial statements under Part IV, Item 15—“Exhibits and Financial Statement Schedules” for additional information.
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis is meant to provide material information relevant to an assessment of the financial condition and results of operations of our company, including an evaluation of the amounts and uncertainties of cash flows from operations and from outside sources, so as to allow investors to better view our company from management’s perspective. The following discussion should be read in conjunction with our audited consolidated financial statements and the related notes that appear elsewhere in this Annual Report on Form 10-K. In addition to historical information, this discussion includes forward-looking information that involves risks and assumptions, which could cause actual results to differ materially from management’s expectations. See “Special Note Regarding Forward-Looking Statements” included elsewhere in this Annual Report on Form 10-K.
Macroeconomic and business environment
Our results of operations are affected by economic and geopolitical conditions, new and rapidly changing technologies, and shifting levels of business confidence. Since the beginning of 2025, economic uncertainty has increased in several markets globally, driven by shifting trade policy and the prospect of slowing global growth, which has impacted our business and may continue to impact our business in the future.
Broad-based tariffs imposed by the U.S., and threatened or imposed retaliatory measures by other countries, have contributed to increased macroeconomic uncertainty in global markets, which may impact our revenue growth. Extended periods of slower sales cycles could have a material adverse effect on our business, financial position and results of operations.
Geopolitical tensions have also continued to intensify globally. The Russia-Ukraine war and ongoing conflicts in the Middle East are contributing to global market volatility and regional instability. We do not have operations in Russia or Ukraine and have limited operations in Israel or other affected countries. To date, these conflicts have not had a material impact on our business, financial position or operations, but it is difficult to anticipate the future impacts of these conflicts and other geopolitical tensions on our business or our clients’ businesses.
For additional information about the risks we face, see Part I, Item 1A—“Risk Factors.”
Overview
We are an agentic and advanced technology solutions company recognized for our deep industry knowledge, process intelligence and last-mile expertise. We have over 146,500 employees serving clients from more than 35 countries.
Our 2025 net revenues were $5.1 billion, an increase of 6.6% year-over-year, or 6.4% on a constant currency 1 basis.
Net Revenues
Revenue by top clients . T he table below sets forth the percentage of our total net revenues derived from our largest clients in the years ended December 31, 2024 and 2025 :
Percentage of Total Net Revenues
Year ended December 31,
Top five clients
Top ten clients
Top fifteen clients
Top twenty clients
We earn revenues pursuant to contracts that generally take the form of a master service agreement ("MSA"), which is a framework agreement that is then supplemented by statements of work ("SOWs"). Our MSAs specify the general terms applicable to the services we will provide. Our MSAs are generally for terms of three to seven years, although they may also have an indefinite term or be for terms of less than three years. In most cases they do not specify pricing terms or obligate the client to purchase a particular amount of services. We then enter into SOWs under an MSA, which specify particular services to be provided and the pricing terms.
1 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.
Most of our revenues are from SOWs with terms of two to five years. We typically have multiple SOWs under any given MSA, and the terms of our SOWs vary depending on the nature of the services to be provided. We seek to develop long-term relationships with our clients.
We believe that these relationships best serve our clients as they create opportunities for us to provide a variety of services using the full range of our capabilities and to deliver continuous process improvement.
New business proposals are reviewed in line with our strategy to target specific industry verticals and geographical markets. We begin each year with a set of named accounts, including prospective clients with operations in our target areas, and all opportunities during the year are reviewed by business leaders from the applicable industry vertical, operations, and finance teams. In this way, we try to ensure that contract terms meet our pricing, cash and service objectives. See Item 1—“Business—Sales and marketing” for additional information.
Many factors affect how we price our contracts. Under some of our MSAs, we are able to share a limited amount of inflation and currency exchange risk for engagements lasting longer than 12 months. Many of our MSAs also provide that, under transaction-based and fixed-price SOWs, we are entitled to retain a portion of certain productivity benefits we achieve. However, some of our MSAs and SOWs require certain minimum productivity benefits to be passed on to our clients. Once an MSA and the related SOWs are signed and production of services commences, our revenues and expenses increase as services are ramped up to the agreed upon level. In many cases, we may have opportunities to increase our profit margins over the life of an MSA or SOW, driven by a number of factors. Our revenues include gains or losses arising upon the maturity of qualified cash flow hedges.
Disaggregation of net revenues . Prior to the quarter that began on April 1, 2025, we disaggregated our net revenues as either Data-Tech-AI or Digital Operations revenues based on the nature of services rendered. Beginning with the second quarter ended June 30, 2025, we now also disaggregate our revenue as revenue from Advanced Technology Solutions and Core Business Services.
Expenses . Personnel expenses are a major component of both our cost of revenue and our selling, general and administrative ("SG&A") expenses. Personnel expenses include salaries and benefits (including stock-based compensation) as well as costs related to recruitment and training. Personnel expenses are allocated between cost of revenue and selling, general and administrative expenses based on the allocation of the employee. Depreciation and amortization expense are allocated between cost of revenue and selling, general and administrative expenses using an appropriate allocation basis.
Our industry is labor-intensive. Wage levels in the countries in which our delivery centers are located have historically increased on a year-over-year basis. We attempt to address the impact of wage increases, and pressures to increase wages, in a number of ways, which include seeking to control entry-level wages, managing attrition, internal training to re-skill existing employees, delivering productivity and “right-skilling,” which refers to ensuring that positions are not filled by overqualified employees. We try to control increases in entry-level wages by implementing innovative recruitment policies, utilizing continuous training techniques, emphasizing promotion opportunities and maintaining an attractive work atmosphere and culture.
In planning capacity expansion, we look for locations that help us ensure global delivery capability while helping us control average salary levels. In India and in other countries where we may open multiple offices or delivery centers, we try to expand into cities where competition for personnel and wage levels may be lower than in more developed cities. In addition, under some of our contracts we can share with our clients a portion of any increase in costs due to inflation. Nevertheless, despite these steps, we expect general increases in wage levels in the future, which could adversely affect our margins. A significant increase in attrition rates would also increase our recruitment and training costs and decrease our operating efficiency, productivity and profit margins. Increased attrition rates or increased pricing may also cause some clients to be less willing to use our services. See Item 1A—“Risk Factors—Wage increases in the countries where we operate may reduce our profit margin.”
Our operational expenses include facilities maintenance expenses, travel and living expenses, IT expenses, and consulting and certain other expenses. Consulting charges, consisting of the cost of consultants and contract employees with specialized skills who are directly responsible for the performance of services for clients, are included in cost of revenue. Facilities maintenance expenses and certain other expenses are allocated between cost of revenue and selling, general and administrative expenses based on the employee’s function.
Cost of revenue . The principal component of cost of revenue is personnel expenses. We include in cost of revenue all personnel expenses for employees who are directly responsible for the performance of services for clients, their supervisors and certain support personnel who may be dedicated to a particular client or a set of processes. Travel and living expenses are included in cost of revenue if the personnel expense for the employee incurring such expense is included in cost of revenue.
The ratio of cost of revenue to revenues for any particular SOW or for all SOWs under an MSA, which generally has a longer term ranging from two to five years, is typically higher in the early periods of the contract or client relationship than in later periods. This is because the number of supervisory and direct support personnel relative to the number of employees who are performing services typically declines in later periods of the contract. It is also because we may retain a portion of the benefit of productivity increases realized over time.
Selling, general and administrative expenses . Our SG&A expenses are primarily comprised of personnel expenses for senior management and other support personnel in enabling functions, such as human resources, finance, legal, marketing, sales and sales support, and other non-billable support personnel. The operational costs component of SG&A expenses also includes travel and living costs for such personnel. Additionally, the operational costs component of SG&A expenses includes acquisition related costs, legal and professional fees (which represent the costs of third-party legal, tax, accounting and other advisors), strategic investments in research and development, digital technology, advanced automation and robotics, and an allowance for credit losses.
Amortization of acquired intangible assets . Amortization of acquired intangible assets consists of amortization expenses relating to intangible assets acquired through acquisitions.
Othe r operating (income) expense, net. Other operating (income) expense, net primarily consists of the impact of certain operating losses resulting from the write-down of operating lease right-of-use assets, property, plant and equipment and intangible assets , losses on the sale of assets classified as held for sale, gains on lease terminations, the waiver of a vendor liability and a gain on the redemption of a loan note associated with the sale of a business classified as held for sale.
Foreign exchange gains (losses), net. Foreign exchange gains (losses), net primarily consists of gains or losses on the re-measurement of non-functional currency assets and liabilities. In addition, it includes gains or losses from derivative contracts entered into to offset the impact of the re-measurement of non-functional currency assets and liabilities. It also includes the realized and unrealized gains or losses on derivative contracts that do not qualify for hedge accounting.
We also enter into derivative contracts to offset the impact of the re-measurement of non-functional currency expenditures and income. The gains or losses on derivative contracts that qualify for hedge accounting, which are cash flow hedges, are deferred and included under other comprehensive income (loss) until the derivative contracts mature, at which time the gains or losses on such cash flow hedges are classified as net revenues, cost of revenue or selling, general and administrative expenses based on the underlying risk being hedged. See Note 2—“Summary of significant accounting policies” to our Consolidated Financial Statements under Part IV, Item 15—“Exhibits and Financial Statement Schedules’’ and Item 7A—“Quantitative and Qualitative Disclosures about Market Risk—Foreign Currency Risk.”
75% of our fiscal 2025 net revenues were earned in U.S. dollars. We also received payments in euros, UK pounds sterling, Australian dollars, Indian rupees and Japanese yen. Our costs are primarily incurred in Indian rupees, as well as U.S. dollars, Romanian leu, UK pounds sterling, Chinese renminbi, Philippine pesos, Polish zloty, euros, Mexican pesos, Costa Rican colón, Japanese yen, Canadian dollars, Malaysian ringgit, Guatemalan quetzals, Australian dollars, South African rand and Hungarian forint and the currencies of the other countries in which we have operations. While some of our contracts provide for limited sharing of the risk of inflation and fluctuations in currency exchange rates, we bear a substantial portion of this risk, and therefore our operating results could be negatively affected by adverse changes in wag e inflation rates and foreign currency exchange rates. See our discussion of wage inflation under “Expenses” above. We enter into forward currency contracts, which are generally designed to qualify for hedge accounting, in order to hedge most of our net cost currency exposure between the U.S. dollar and the Indian rupee and Mexican peso, between the Australian dollar and the Indian rupee, and between the euro and the Romanian leu, and our revenue currency exposure between the U.S. dollar and the UK pound sterling, Philippine peso, Hungarian forint, Chinese renminbi, Malaysian ringgit, Polish zloty, Costa Rican colón, and the euro, and between the Chinese renminbi and the Japanese yen. However, our ability to hedge such risks is limited by local law, the liquidity of the market for such hedges and other practical considerations. Thus, our results of operations may be affected if we are not to enter into the hedging arrangements or if our hedging strategies are not . See Note 2—“Summary of significant accounting policies” to our consolidated financial statements under Part IV, Item 15—“Exhibits and Financial Statement Schedules” for additional information.
Interest income (expense), net. Interest income (expense), net consists primarily of interest expense on indebtedness, including resulting from interest rate swaps and a treasury rate lock agreement, finance lease obligation s, certain items related to debt restructuring, and interest income on certain deposits. We manage a portion of our interest rate risk related to floating rate indebtedness by entering into interest rate swaps under which we receive floating rate payments based on the greater of Term Secured Overnight Financing Rate (“SOFR”) and the floor rate under our term loan and make payments based on a fixed rate.
Other income (expense), net . Other income (expense), net primarily includes certain government incentives received by our subsidiaries, gains (losses) on the sale/disposal of property, plant and equipment and changes in the fair value of assets in our deferred compensation plan.
Income taxes . We are incorporated in Bermuda and have operations in many countries. Our effective tax rate has historically varied and will continue to vary from year to year based on the tax rate in the jurisdiction of our organization, the geographical sources of our earnings and the tax rates in those countries, the tax relief and incentives available to us, the financing and tax planning strategies employed by us, changes in tax laws or the interpretation thereof, and movements in our tax reserves, if any.
Bermuda taxes . We are organized in Bermuda. On December 27, 2023, the government of Bermuda passed legislation introducing a corporate income tax of 15%, which became effective on January 1, 2025. As a result of this new legislation, we recorded a deferred tax asset on net operating losses, which was fully offset b y a valuation allowance.
Transfer pricing . We have transfer pricing arrangements among our subsidiaries involved in various aspects of our business, including operations, marketing, sales and delivery functions. U.S., UK, and Indian transfer pricing regulations, as well as the regulations applicable in the other countries in which we operate, require that any international transaction involving affiliated enterprises be made on arm’s-length terms. We consider the transactions among our subsidiaries to be substantially on arm’s-length pricing terms. If, however, a tax authority in any jurisdiction reviews any of our tax returns and determines that the transfer prices we have applied are not appropriate, or that other income of our affiliates should be taxed in that jurisdiction, we may incur increased tax liability, including accrued interest and penalties, which would cause our tax expense to increase, possibly materially, thereby reducing our profitability and cash flows.
Other taxes . We have operating subsidiaries or branches in several countries, including Albania, Argentina, Australia, Brazil, Bulgaria, Canada, China, Colombia, Costa Rica, the Czech Republic, Egypt, Germany, Guatemala, Hungary, India, Ireland, Israel, Japan, Kosovo, Malaysia, Mexico, the Netherlands, Norway, the Philippines, Poland, Portugal, Romania, Singapore, Slovakia, South Africa, Thailand, Turkey, the United Kingdom, the United States and Vietnam, as well as sales and marketing subsidiaries in certain jurisdictions, including the United States and the United Kingdom, which are subject to tax in such jurisdictions.
One of our subsidiaries in China obtained a ruling from the Government of China certifying it to be a Technologically Advanced Service Enterprise. As a result, that subsidiary is subject to a lower corporate income tax rate of 15% through December 31, 2026, subject to the fulfillment of certain conditions. Our delivery centers are eligible for corporate tax holidays or concessional tax rates in certain other jurisdictions, including Costa Rica, Israel, Malaysia, the Philippines and Poland. These tax concessions will expire over the next few years, possibly increasing our overall tax rate.
The governments of foreign jurisdictions where we deliver services may assert that certain of our clients have a “permanent establishment” in such jurisdictions by reason of the activities we perform on their behalf, particularly those clients that exercise control over or have substantial dependency on our services. Such an assertion could affect the size and scope of the services requested by such clients in the future.
Our ability to repatriate surplus earnings from our foreign subsidiaries in a tax-efficient manner is dependent upon interpretations of local laws and applicable double taxation treaties. Possible changes in such laws and the renegotiation of existing double tax avoidance treaties may adversely affect our overall tax rate.
Tax audits . Our tax liabilities may also increase, including due to accrued interest and penalties, if the applicable income tax authorities in any jurisdiction, during the course of any audits, were to disagree with any of our tax return positions. We have an indemnity from GE for any additional taxes attributable to periods prior to December 30, 2004.
Tax losses and other deferred tax assets . Our ability to utilize our tax loss carry forwards and other deferred tax assets and credits may be affected if our profitability deteriorates or if new legislation is introduced that changes carry-forward or crediting rules. Additionally, reductions in enacted tax rates may affect the value of our deferred tax assets and our tax expense.
One Big Beautiful Bill Act ("OBBBA")
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted in the United States. The OBBBA introduced severa l measures, including the permanent extension of select provisions from the Tax Cuts and Jobs Act of 2017, revisions to the international tax framework, and the reinstatement of favorable tax treatment for certain business-related items. The OBBBA contains multiple effective dates. The legislation did not have a material impact on our income tax expense for the year ended December 31, 2025.
Certain Acquisitions
From time to time we may make acquisitions or engage in other strategic transactions if suitable opportunities arise, and we may use cash, securities, other assets or a combination thereof as consideration.
On June 5, 2025, we acquired 100% of the outstanding equity interests in XponentL Data, Inc., a Delaware corporation, and certain affiliated entities in Albania, India and Kosovo (collectively referred to as “XponentL”), for total purchase consideration of $160.2 million. This amount represents cash consideration of $82.7 million (including $2.3 million of cash acquired) and earn-out consideration of $77.5 million payable by us in March 2026 to the sellers of XponentL. This acquisition brings differentiated domain-led data strategy, design, and engineering capabilities, deep industry experience, and strategic partnerships. This acquisition builds on Genpact's pivot to data, AI, and other advanced technologies, enhancing Genpact's ability to help clients across the lifecycle of AI transformation, from strategy through implementation. Goodwill arising from the acquisition amounting to $112.3 million has been allocated among our three reporting units as follows: to the Financial Services segment in the amount of $6.2 million, to the Consumer and Healthcare segment in the amount of $88.8 million and to the High Tech and Manufacturing segment in the amount of $17.3 million, using a relative fair value allocation method. Goodwill arising from this acquisition is not deductible for income tax purposes and represents primarily the acquired capabilities and other benefits expected to result from combining the acquired operations with our existing operations.
New Bookings
New bookings is an operating or other statistical measure. We define new bookings as the total contract value of new client contracts and certain changes to existing client contracts to the extent that such contracts represent incremental future revenue. In determining total contract value for this purpose, we assume the volume to which the client has committed or make a conservative projection where the client has not made a volume commitment. New bookings attributable to deals may exclude a portion of the total contract value if the services are subject to certain contingencies, such as regulatory or other approvals. Regular renewals of contracts with no change in scope, which we consider business as usual, are not included as new bookings. We provide information regarding our new bookings because we believe doing so provides useful trend information regarding changes in the volume of our new business and may be a useful metric as an indicator of future revenue growth potential. Our management also uses new bookings to measure our sales force productivity.
New bookings in 2025 and 2024 were $5.5 billion and $5.7 billion, respectively.
New bookings can vary significantly year to year depending in part on the timing of signing of large contracts. The types of services clients are demanding, the duration of the contract and the pace and level of client spending may impact the conversion of new bookings to revenues. For example, bookings for our Digital Operations services and Core Business Services, which are typically provided under multi-year contracts, generally convert to revenue over a longer period of time than do bookings for our Data-Tech-AI services and Advanced Technology Solutions, which often include shorter cycle, project-based work.
Information regarding our new bookings is not comparable to, nor should it be substituted for, an analysis of our revenues over time. The calculation of new bookings involves estimates and judgments. There are no third-party standards or requirements governing the calculation of new bookings. We do not update our new bookings for material subsequent terminations or reductions related to new bookings originally recorded in prior fiscal years. New bookings are recorded using then-existing foreign currency exchange rates and are not subsequently adjusted for foreign currency exchange rate fluctuations. Our revenues recognized each year will vary from the new bookings value since new bookings is a snapshot measurement of a portion of the total client contract value at a given time.
Critical Accounting Policies and Estimates
A summary of our significant accounting policies is included in Note 2—“Summary of significant accounting policies” to our consolidated financial statements under Part IV, Item 15—“Exhibits and Financial Statement Schedules.” An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made and if changes in the estimate that are reasonably possible could materially impact the financial statements or require a higher degree of judgment than others in their application. We base our estimates on historical experience, contractual commitments and on various other assumptions that we believe to be reasonable under the circumstances and at the time they are made. We believe the following critical accounting policies require a higher level of management judgment and estimates than others in preparing the consolidated financial statements. Management believes that the estimates used in the preparation of the consolidated financial statements are reasonable. Although these estimates are based upon management’s best knowledge of current events and actions, actual results could differ from these estimates.
Business combinations. The application of business combination accounting requires the use of significant estimates and assumptions. We account for business combinations using the acquisition method of accounting, by recognizing the identifiable tangible and intangible assets acquired and liabilities assumed, and any non-controlling interest in the acquired business, measured at their acquisition date fair values. Contingent consideration is included within the acquisition cost and is recognized at its fair value on the acquisition date. The measurement of purchase price, including future contingent consideration, if any, and its allocation, requires significant estimates in determining the fair values of assets acquired and liabilities assumed, including with respect to intangible assets and deferred and contingent consideration. Significant estimates and assumptions we may make include, but are not limited to, the timing and amount of future revenue and cash flows based on, among other things, anticipated growth rates, customer attrition rates, and the discount rate reflecting the risk inherent in future cash flows.
In addition, uncertain tax positions and tax-related valuation allowances assumed in connection with business combinations are initially estimated as of the acquisition date, and we reevaluate these items quarterly with any adjustments to our preliminary estimates being recorded to goodwill within the measurement period (up to one year from the acquisition date).
Goodwill and other intangible assets . Goodwill represents the cost of acquired businesses in excess of the fair value of identifiable tangible and intangible net assets purchased. Goodwill is not amortized but is tested for impairment at least on an annual basis, or more frequently if events or changes in circumstances indicate that goodwill may be impaired. We test goodwill for impairment as of December 31 every year. We may perform quantitative testing where the fair value of the reporting unit is compared with its carrying amount, including goodwill, or choose to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. Based on the results of the qualitative assessment, we perform the quantitative assessment of goodwill impairment if we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
For the years ended December 31, 2023 and 2024, we relied on a qualitative assessment to determine if it was more likely than not that the fair value of a reporting unit was less than its carrying amount. For the year ended December 31, 2025, we performed a quantitative assessment of impairment of goodwill as of December 31, 2025 for all reporting units to enhance the robustness of the testing process and to establish updated fair value baselines. The fair value of each reporting unit was determined using an income approach (discounted cash flow method). This valuation required us to make significant estimates regarding future cash flows, including projections of revenue growth, operating margins, and the selection of appropriate market-participant discount rates and terminal growth rates.
For the years ended December 31, 2023 and 2024, our qualitative assessments showed that it was more likely than not that the fair value of our reporting units exceeded their carrying amounts and concluded that no impairment existed as of December 31, 2023 and 2024. Based on the results of the quantitative assessment for the year ended December 31, 2025, the fair value of each reporting unit was found to be substantially in excess of its carrying value and we concluded that no impairment existed as of December 31, 2025.
We capitalize certain software and technology-related development costs incurred in connection with developing or obtaining software or technology for sale or lease to customers when the initial design phase is completed and commercial and technological feasibility has been established. Any development cost incurred before technological feasibility is established is expensed as incurred as research and development costs. Technological feasibility is established upon completion of a detailed design program or, in its absence, completion of a working model. Capitalized software and technology costs include only (i) the external direct costs of materials and services utilized in developing or obtaining software and technology, (ii) compensation and related benefits for employees who are directly associated with the project, and (iii) interest costs incurred while developing or obtaining software or technology for sale or lease to customers.
We test our intangible assets for impairment whenever events occur or changes in circumstances indicate that the related carrying amounts may not be recoverable. Determining whether we have incurred an impairment loss requires comparing the carrying amounts of the assets to the sum of future undiscounted cash flows expected to be generated by the assets. When determining the fair value of our intangible assets, we utilize various assumptions, including discount rates, estimated growth rates, economic trends and projections of future cash flows. These projections also take into account factors such as the expected impact of new client contracts, expanded or new business from existing clients, efficiency initiatives, and the maturity of the markets in which each of our businesses operates. We generally categorize intangible assets acquired individually or with a group of other assets or in a business combination as customer-related, marketing-related, technology-related, and other intangible assets. See Note 2—“Summary of significant accounting policies—Goodwill and other intangible assets” and Note 9—“Goodwill and intangible assets” to our consolidated financial statements under Part IV, Item 15—“Exhibits and Financial Statement Schedules’’ for more information about how we value our intangible assets. Actual results may vary, and may cause significant adjustments to the valuation of our assets in the future.
Income taxes . We calculate and provide for income taxes in each of the tax jurisdictions in which we operate. We account for income taxes using the asset and liability method. Under this method, income tax expense is recognized for the amount of taxes payable or refundable for the current year. In addition, deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their tax bases and for all operating losses and tax credits carried forward, if any. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates or tax status is recognized in the statement of income in the period that includes the enactment date or the filing or approval date of the tax status change. Deferred tax assets are recognized in full, subject to a valuation allowance that reduces the amount recognized to that which is more likely than not to be realized. In assessing the likelihood of realization, we consider estimates of future taxable income.
In the case of an entity that benefits from a corporate tax holiday, deferred tax assets or liabilities for existing temporary differences are recorded only to the extent such temporary differences are expected to reverse after the expiration of the tax holiday. We also evaluate potential exposures related to tax contingencies or claims made by tax authorities in various jurisdictions and determine if a reserve is required. A reserve is recorded if we believe that a loss is more likely than not to occur and the amount can be reasonably estimated. Any such reserves are based on estimates and are subject to changing facts and circumstances considering the progress of ongoing audits, case law and new legislation. We believe that the reserves we have established are adequate.
We apply a two-step approach for recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining, based on the technical merits, that the position is more likely than not to be sustained upon examination. The second step is to measure the tax benefit as the largest amount of the tax benefit that is greater than 50% likely of being realized upon settlement. We also include interest and penalties related to unrecognized tax benefits within our provision for income tax expense.
We generally plan to indefinitely reinvest the undistributed earnings of foreign subsidiaries, except for those earnings that can be repatriated in a tax-efficient manner. As a result, we recognize tax that would be incurred on undistributed earnings not subject to indefinite reinvestment.
Due to rounding, the numbers presented in the tables included in this Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations” may not add up precisely to the totals provided.
Results of Operations
For a discussion of our results of operations for the year ended December 31, 2023, including a year-to-year comparison between 2024 and 2023, refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2024.
The following table sets forth certain data from our consolidated statements of income for the years ended December 31, 2024 and 2025:
Year ended December 31,
Percentage change increase/ (decrease) 2025 vs. 2024
Net revenues
Cost of revenue
Gross profit
Gross margin
Operating expenses
Selling, general and administrative expenses
Amortization of acquired intangible assets
Other operating (income) expense, net
Income from operations
Income from operations as a percentage of net revenues
Foreign exchange gains, net
Interest income (expense), net
Other income (expense), net
Income before income tax expense
Income tax expense
Net income
Net income as a percentage of net revenues
*Not Meaningful
Fiscal Year Ended December 31, 2025 Compared to the Fiscal Year Ended December 31, 2024
Net revenues . Our net revenues were $5,079.9 million in 2025, up $312.7 million, or 6.6%, from $4,767.1 million in 2024.
Adjusted for foreign exchange, primarily the impact of changes in the values of the e uro and UK pound sterling a gainst the U.S. dollar, our net revenues grew 6.4% in 2025 compared to 2024 on a constant currency 2 basis. Revenue growth on a constant currency 2 basis is a non-GAAP measure. We provide information about our revenue growth on a constant currency 2 basis so that our revenue may be viewed without the impact of foreign currency exchange rate fluctuations compared to prior fiscal periods, thereby facilitating period-to-period comparisons of our business performance. Total net revenues on a constant currency 2 basis are calculated by restating current-period activity using the prior fiscal period’s foreign currency exchange rates and adjusted for hedging gains/losses.
Our average headcount increased to approximately 146,000 in 2025 from approximately 135,400 in 2024.
Prior to the quarter that began on April 1, 2025, we disaggregated our revenue as revenue from either Data-Tech-AI or Digital Operations based on the nature of the solutions and services provided. Beginning with the second quarter ended June 30, 2025, we now also disaggregate our revenue as revenue from either Advanced Technology Solutions or Core Business Services.
Net revenues disaggregated between Data-Tech-AI and Digital Operations were as follows:
Year ended December 31,
Percentage change increase/ (decrease) 2025 vs. 2024
(dollars in millions)
Data-Tech-AI services
Digital Operations services
Total net revenues
Net revenues from Data-Tech-AI services in 2025 were $2,442.4 million, up $208.5 million, or 9.3%, from $2,233.9 million in 2024. This increase was driven by increased demand for our data and AI solutions and services as well as technology services in 2025 compared to 2024.
Net revenues from Digital Operations services in 2025 were $2,637.5 million, up $104.2 million, or 4.1%, from $2,533.3 million in 2024, primarily driven by ramp-ups of services from recently signed deals.
Net revenues disaggregated between Advanced Technology Solutions and Core Business Services were as follows:
Year ended December 31,
Percentage change increase/ (decrease) 2025 vs. 2024
(dollars in millions)
Advanced Technology Solutions
Core Business Services
Total net revenues
Net revenues from Advanced Technology Solutions in 2025 were $1,204.1 million, up $175.0 million, or 17.0%, from $1,029.1 million in 2024. This increase was largely driven by increased demand for our data and AI solutions and services in 2025 compared to 2024.
Net revenues from Core Business Services in 2025 were $3,875.8 million, up $137.8 million, or 3.7%, from $3,738.0 million in 2024, primarily due to an increase in revenue from Digital Operations and technology services in 2025 compared to 2024.
2 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.
Net revenues by segment were as follows:
Year ended December 31,
Percentage change increase/ (decrease) 2025 vs. 2024
(dollars in millions)
Financial Services
Consumer and Healthcare
High Tech and Manufacturing
Net revenues
Net revenues from our Financial Services and Consumer and Healthcare segments increased by 5.3% and 1.9%, respectively, in 2025 compared to 2024, primarily driven by an increase in revenue from Advanced Technology Solutions and technology services. Net revenues from our High Tech and Manufacturing segment increased by 11.9% in 2025 compared to 2024, primarily driven by an increase in ramp-ups of services from recently signed deals and an increase in demand for our Advanced Technology Solutions and technology services. For additional information, see Note 23—“Segment reporting” to our consolidated financial statements under Part IV, Item 15—“Exhibits and Financial Statement Schedules.”
Cost of revenue . Cost of revenue was $3,248.9 million in 2025, up $171.8 million, or 5.6%, from $3,077.1 million in 2024. The increase in our cost of revenue in 2025 compared to 2024 was primarily due to (i) an increase in our operational headcount to support revenue growth, (ii) wage inflation, (iii) an increase in costs for resold partnership technologies, (iv) higher stock-based compensation expense, and (v) increased spending on professional services. This increase was partially offset by lower communication and travel-related expenses in 2025 compared to 2024.
Gross margin. Our gross margin increased from 35.5% in 2024 to 36.0% in 2025 primarily due to improved operating leverage in 2025 compared to 2024.
Selling, general and administrative (SG&A) expenses. SG&A expenses as a percentage of total net revenues were 20.6% in 2025 and 20.3% 2024. SG&A expenses were $1,046.7 million in 2025, up $79.6 million, or 8.2%, from $967.1 million in 2024. The increase in SG&A expenses was primarily due to (i) increased strategic investments in partnerships, alliances, and other sales and marketing capabilities, (ii) higher stock-based compensation expense, (iii) a higher allowance for credit losses, and (iv) wage inflation in 2025 compared to 2024.
Amortization of acquired intangible assets . Amortization of acquired intangible assets was $24.3 million in 2025, down $2.2 million, or 8.2%, from $26.5 million in 2024. This decrease was primarily due to the completion of useful lives of intangibles acquired in prior periods, partially offset by the amortization of acquired intangible assets from our recent acquisition of XponentL. For additional information, see Note 3—“Business acquisitions” to our consolidated financial statements under Part IV, Item 15—“Exhibits and Financial Statement Schedules.”
Other operating (income) expense, net . Other operating expense (net of income) was $9.8 million in 2025 , compared to Other operating income (net of expense) of $5.6 million in 2024 . During 2025 , we recorded a charge of $10.1 million related to the abandonment of certain leased premises no longer in use with no such corresponding charge in 2024 . During 2024, we recorded a gain upon the redemption of a loan note associated with the sale of a business previously classified as held for sale and the waiver by a vendor of a liability, with no such corresponding income recorded in 2025 .
Income from operations . As a result of the foregoing factors, income from operations as a percentage of total net revenues increased from 14.7% in 2024 to 14.8% in 2025. Income from operations increased by $48.1 million from $702.1 million in 2024 to $750.2 million in 2025, primarily due to a higher gross margin, partially offset by an increase in SG&A expenses and Other operating expense (net of income) in 2025 compared to 2024.
Foreign exchange gains (losses), net . We recorded a net foreign exchange gain of $7.4 million in 2025, compared to $2.9 million in 2024. The gains in both years resulted primarily from the weakening of the Indian rupee against the U.S. dollar.
Interest income (expense), net . Our interest expense (net of interest income) was $49.6 million in 2025, up $2.4 million from $47.2 million in 2024, reflecting the net impact of an $8.4 million decrease in interest income in 2025 compared to 2024 and an offsetting $6.0 million decrease in interest expense in 2025 compared to 2024. Our interest income decreased from $32.3 million in 2024 to $23.9 million in 2025 due to lower interest rates and lower cash balances in 2025 compared to 2024. The decrease in interest expense was largely driven by lower interest expense on our term loan due to a lower SOFR and reduced volume in 2025 compared to 2024, which we discuss in the section titled “Liquidity and Capital Resources—Financial Condition” below. The weighted average rate of interest on our debt, including the net impact of interest rate swaps, increased from 4.5% in 2024 to 4.7% in 2025.
Other income (expense), net. Our other income (net of expense) was $22.1 million in 2025, compared to $19.0 million in 2024. This change was primarily due to higher gain on the fair value of deferred co mpensation plan assets in 2025 compared to 2024 .
Income tax expense/(benefit). Our income tax expense was $177.7 million in 2025, compared to an income tax expense of $163.2 million in 2024. Our effective tax rate ("ETR") was 24.3% in 2025 and 24.1% in 2024. The increase in our ETR in 2025 was primarily driven by the impact of non-recurring discrete items.
Net income . As a result of the foregoing factors, net income increased by $38.8 million from $513.7 million in 2024 to $552.5 million in 2025. Net income as a percentage of net revenues was 10.9% in 2025, up from 10.8% in 2024.
Adjusted income from operations. Adjusted income from operations ("AOI") increased by $73.6 million from $813.9 million in 2024 to $887.6 million in 2025. Our AOI margin increased from 17.1% in 2024 to 17.5% in 2025, primarily driven by cost efficiencies and operating leverage in 2025 compared to 2024.
AOI and AOI margin are non-GAAP measures and are not based on any comprehensive set of accounting rules or principles. They should not be considered as a substitute for, or superior to, financial measures calculated in accordance with GAAP, and may be different from non-GAAP financial measures used by other companies. We believe that presenting AOI alongside our reported results offers useful supplemental information to our investors and management regarding financial and business trends relating to our financial condition and results of operations. A limitation of using AOI versus net income calculated in accordance with GAAP is that AOI excludes certain recurring costs and certain other charges, namely stock-based compensation and amortization of acquired intangibles. We compensate for this limitation by providing specific information on the GAAP amounts excluded from AOI.
We calculate AOI as net income, excluding (i) stock-based compensation, (ii) amortization and impairment of acquired intangible assets, (iii) foreign exchange gains, net, (iv) interest (income) expense, (v) acquisition-related expenses and (vi) income tax expense, as we believe that our results after taking into account these adjustments more accurately reflect our ongoing operations. To calculate AOI margin, we divided AOI (as calculated above) by net revenue, excluding revenue from the business classified as held for sale. For additional information, see Note 23—“Segment reporting” to our consolidated financial statements under Part IV, Item 15—“Exhibits and Financial Statement Schedules.”
The following table shows the reconciliation of AOI to the most directly comparable GAAP measure for the years ended December 31, 2024 and 2025:
Year ended December 31,
(dollars in millions)
Net income
Foreign exchange gains, net
Interest (income) expense, net
Income tax expense
Stock-based compensation expense
Amortization of acquired intangible assets
Acquisition-related expenses
Adjusted income from operations
The following table sets forth our AOI by reportable business segment for the years ended December 31, 2024 and 2025:
Year ended December 31,
Percentage change increase/ (decrease) 2025 vs. 2024
(dollars in millions)
Financial Services
Consumer and Healthcare
High Tech and Manufacturing
Total reportable segment
Unallocated corporate expenses
Adjusted income from operations
*Not Meaningful
AOI of our Financial Services segment increased to $244.2 million in 2025 from $215.9 million in 2024, primarily due to higher revenues and improved operating efficiency in 2025 compared to 2024. AOI of our Consumer and Healthcare segment increased to $295.1 million in 2025 from $293.1 million in 2024, largely driven by higher revenues and improved operating efficiency, partially offset by investments in additional resources to drive business growth in 2025 compared to 2024. AOI of our High Tech and Manufacturing segment increased to $370.2 million in 2025 from $319.4 million in 2024, primarily driven by higher revenues and improved operating efficiency in 2025 compared to 2024.
AOI for “Unallocated corporate expenses” in the table above primarily represents the adjustment of allowances for credit losses, write-downs of property, plant and equipment and right-of-use assets, and over-or-under-absorption of overheads, none of which is allocated to any individual segment for management's internal reporting purposes. See Note 23—“Segment reporting” to our consolidated financial statements under Part IV, Item 15—“Exhibits and Financial Statement Schedules.”
Seasonality
Our financial results may vary from period to period. Our revenues are typically higher in the third and fourth quarters than in other quarters, as a result of several factors. We generally find that demand for short-term Data-Tech-AI services, including analytics and IT projects, increases in the fourth quarter as our clients utilize the balance of their budgets for the year. Additionally, demand for certain services, such as collections and transaction processing, is often greater in the second half of the year as our clients’ volumes in such areas increase.
Statement of financial position
Key changes in our financial position during 2025
Following are the significant changes in our financial position as of December 31, 2025 compared to December 31, 2024 :
• Prepaid expenses, other current assets, contract cost assets and other assets increased by $159.2 million
The increase in prepaid expenses, other current assets, and other assets is primarily due to higher deferred billings, higher contract assets (net of amortization), higher deferred compensation plan assets and higher prepaid expenses. The increase was partially offset by a decrease in contract cost assets and lower advance income tax payments. For additional information, see Note 7—“Prepaid expenses and other current assets,” Note 10—“Other assets” and Note 24—“Net revenues—Contract balances” to our consolidated financial statements under Part IV, Item 15—“Exhibits and Financial Statement Schedules” for additional information.
• Accounts receivable, net increased by $41.9 million
The incr ease in our accounts receivable is primarily due to an increase in quarter-over-quarter revenue in the fourth quarter of 2025 compared to 2024, partially offset by lower days sales outstanding in 2025 compared to 2024.
• Goodwill and intangible assets increased by $151.4 million
Goodwill increased by $111.3 million, primarily due to our acquisition of XponentL. Our intangible assets increased by $40.1 million primarily due to our acquisition of XponentL, partially offset by the amortization of intangible assets. For additional information, see Note 3—“Business acquisitions” and Note 9—“Goodwill and intangible assets” to our consolidated financial statements under Part IV, Item 15—“Exhibits and Financial Statement Schedules.”
• Property, plant and equipment, net decreased by $17.5 million
The decrease in property, plant and equipment, net was primarily due to the reclassification of capitalized CCA implementation cos ts which were previously included within capital work in progress during 2024 and a charge related to depreciation, amortization and impairment during 2025, partially offset by current year additions. For additional information, see Note 2—“ Summary of significant accounting policies ” and Note 8—“Property, plant and equipment, net” to our consolidated financial statements under Part IV, Item 15—“Exhibits and Financial Statement Schedules.”
• Operating lease right-of-use assets decreased by $0.5 million
The decrease in operating lease right-of-use assets is due to amortization and a charge related to the abandonment of certain leased premises no longer in use , partially offset by additions due to new leases/lease renewals entered into in 2025. For additional information, see Note 11—“Leases” to our consolidated financial statements under Part IV, Item 15—“Exhibits and Financial Statement Schedules.”
• Short-term investments increased by $326.6 million
The increase in short term investments is primarily due to additional investments made in term deposits during 2025 using the proceeds of the 2025 Senior Notes (as defined below). The proceeds to be received upon maturity of these short-term investments will be utilized to repay the 2019 Senior Notes (as defined below), which mature on April 10, 2026.
• Operating lease liability decreased by $3.4 million
The decrease in operating lease liability is due to lease payments made in 2025, partially offset by additions and modifications in 2025.
• Accounts payable, accrued expenses, other current liabilities and other liabilities increased by $366.0 million
The increase in accounts payable, accrued expenses, other current liabilities and other liabilities is primarily due to an increase in contract liabilities due to higher advance payments received from a customer, earn-out consideration payable in relation to our acquisition of XponentL, higher expense-related accruals, higher mark-to-market losses on derivative financial instruments, higher deferred compensation plan liabilities, higher statutory liabilities and an increase in employee-related accruals in 2025 compared to 2024. This increase was partially offset by a decrease in accounts payable in 2025 compared to 2024.
• Long-term debt increased by $320.9 million
The increase in long-term debt is primarily attributable to the issuance of our 2025 Senior Notes in November 2025, partially offset by installment payments made on our term loan in 2025. For additional information, see Note 13—“Long-term debt” to our consolidated financial statements under Part IV, Item 15—“Exhibits and Financial Statement Sch edules.”
• Net deferred tax assets decreased by $15.9 million
Our net deferred tax assets decreased by $15.9 million in 2025 compared to 2024. For additional information, see Note 22—“Income taxes” to our consolidated financial statements under Part IV, Item 15—“Exhibits and Financial Statement Schedules.”
Liquidity and Capital Resources
Overview
Information about our financial position as of December 31, 2024 and 2025 is presented below:
As of December 31,
As of December 31,
Percentage change increase/ (decrease) 2025 vs. 2024
(dollars in millions)
Cash and cash equivalents
Short-term investments
Long-term debt due within one year
Long-term debt other than the current portion
Total equity
*Not Meaningful
Financial Condition
We have historically financed our operations and our expansion, including acquisitions, with cash from operations and borrowing facilities.
On February 8, 2024 , our board of directors approved an 11% increase in our quarterly cash dividend from $0.1375 per common share to $0.1525 per common share, representing an annual dividend of $0.61 per common share for 2024, up from $0.55 per common share in 2023. On March 26, 2024 , June 26, 2024 , September 25, 2024 and December 23, 2024, we paid dividends of $0.1525 per share, amounting to $27,492 million, $27,337 million, $26,939 million and $26,698 million in the aggregate, respectively, to shareholders of record as of March 11, 2024, June 10, 2024, September 11, 2024 and December 9, 2024 , respectively.
On February 6, 2025 , our board of directors approved an 11% increase in our quarterly cash dividend from $0.1525 per common share to $0.17 per common share, representing an annual dividend of $0.68 per common share for 2025, up from $0.61 per common share in 2024. On March 26, 2025, June 30, 2025, September 25, 2025 and December 23, 2025 , we paid dividends of $0.17 per share, amounting to $29,784 million , $29,624 million , $29,293 million and $29,046 million in the aggregate, respectively, to shareholders of record as of March 11, 2025, June 18, 2025, September 11, 2025 and December 9, 2025 , respectively.
On February 5, 2026, our board of directors approved a 10% increase in our quarterly cash dividend from $0.17 per common share to $0.1875 per common share, representing a planned annual dividend of $0.75 per common share for 2026, up from $0.68 per common share in 2025. Any future dividends will be at the discretion of our board of directors and subject to Bermuda and other applicable laws.
As of December 31, 2025, the total authorization under our existing share repurchase program was $2,750.0 million, including $500.0 million approved in the first quarter of 2025, of which $364.1 million remained available as of December 31, 2025. Since our share repurchase program was initially authorized in 2015, we have repurchased 70,899,146 of our common shares at a weighted average price of $33.65 per share, for an aggregate purchase price of $2,385.9 million. This amount includes shares repurchased under our 2017 accelerated share repurchase program.
During the years ended December 31, 2024 and 2025, we repurchased 6,591,550 and 6,129,521 of our common shares, respectively, on the open market at a weighted average price of $38.31 and $46.16 per share, respectively, for an aggregate purchase price of $252.5 million and $282.9 million, respectively. All repurchased shares have been retired.
For additional information, see Note 18—“Capital stock” to our consolidated financial statements under Part IV, Item 15—“Exhibits and Financial Statement Schedules.”
We expect that for the next twelve months and for the foreseeable future, our cash from operations, cash reserves and debt capacity will be sufficient to finance our operations, our growth and expansion plans, dividend payments and additional share repurchases we may make under our share repurchase program. In addition, we may raise additional funds through public or private debt or equity financing. Our working capital needs are primarily to finance our payroll and other administrative and information technology expenses in advance of the receipt of accounts receivable. Our primary capital requirements include opening new delivery centers, expanding existing operations to support our growth, financing acquisitions and enhancing capabilities, including building certain advanced technology solutions.
Cash flows from operating, investing and financing activities, as reflected in our consolidated statements of cash flows, are summarized in the following table:
Year ended December 31,
Percentage
change
(dollars in millions)
Net cash provided by (used for)
Operating activities
Investing activities
Financing activities
Net increase (decrease) in cash and cash equivalents
Cash flows provided by operating activities . Net cash provided by operating activities was $812.9 million in 2025, up from $615.4 million in 2024. This increase in cash provided by operating activities was primarily driven by (i) a $38.8 million increase in net income in 2025 compared to 2024, (ii) a $40.5 million increase in non-cash expense, primarily due to higher stock-based compensation expense, higher unrealized (gain)/loss on the revaluation of foreign currency assets/liabilities, the write-down of operating right-of-use assets of abandoned leased premises, and a higher allowance for credit losses, partially offset by deferred tax benefit in 2025 compared to 2024, and (iii) a $118.1 million decrease in operating assets and liabilities, which was primarily driven by higher customer advances, lower accounts receivable, and lower employee payments, partially offset by higher tax payments, higher vendor-related payments and lower service tax refunds in India in 2025 compared to 2024.
In 2025, we entered into a contract with a client pursuant to which the client made advance payments in 2025 for services partially rendered during 2025 and that will continue to be rendered by us through 2026. As of December 31, 2025, we had received advances of $170.0 million under this arrangement, which contributed to higher cash flows from operating activities in 2025. Although we may receive additional prepayments under this arrangement during the first quarter of 2026, none are guaranteed under the terms of our agreement with the client.
Cash flows used for investing activities . Our net cash used for investing activities was $495.5 million in 2025, compared to $106.0 million in 2024. Net cash used by investing activities increased primarily due to (i) the purchase of short-term investments (net of proceeds from maturities) of $326.6 million in 2025 compared to $23.4 million in 2024, (ii) payments of $80.4 million for business acquisitions, net of cash acquired, in 2025, and (iii) a $5.9 million increase in cash used for payments (net of sales proceeds) for the purchase of property, plant and equipment and internally generated intangible assets in 2025 compared to 2024.
Cash flows used for financing activities . Our net cash used for financing activities was $106.8 million in 2025, compared to $424.8 million in 2024. This decrease in cash used for financing activities was primarily due to (i) higher proceeds from borrowings (net of repayments and debt issuance and refinancing costs) amounting to $319.4 million in 2025 compared to repayments of borrowings (net of proceeds) of $47.3 million in 2024. The decrease in cash used for financing activities was partially offset by (i) higher payments for stock repurchased and retired (including related expenses), amounting to $283.0 million in 2025 compared to $252.7 million in 2024, (ii) higher payments for the net settlement of stock-based awards, amounting to $33.4 million in 2025 compared to $22.3 million in 2024, and (iii) higher dividend payments of $117.7 million in 2025 compared to $108.5 million in 2024.
Financing Arrangements (Credit facility)
In December 2022, we entered into an amended and restated credit agreement (the "2022 Credit Agreement") with Genpact USA, Inc. (“Genpact USA”), Genpact Global Holdings (Bermuda) Limited (“GGH”) and Genpact Luxembourg S.à r.l. (“Genpact Luxembourg”, and together with Genpact USA and GGH, the “Borrowers”), as borrowers, Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent, swingline lender and issuing bank, and the lenders and other parties thereto, which consists of a $530.0 million term loan and a $650.0 million revolving credit facility. An additional third-party fee paid in connection with the 2022 Credit Agreement is being amortized over the term of the term loan and revolving credit facility, which expire on December 13, 2027. In connection with our entry into the 2022 Credit Agreement, we terminated our previous credit facility under our amended and restated credit agreement entered into in August 2018 (the “2018 Credit Agreement”) with the Borrowers, as borrowers, Wells Fargo, as administrative agent, and the lenders and other financial institutions party thereto, which was comprised of a $680.0 million term loan and a $500.0 million revolving credit facility. The 2022 Credit Agreement replaced the 2018 Credit Agreement.
The 2022 Credit Agreement is guaranteed by us and certain of our subsidiaries. The obligations under the 2022 Credit Agreement are unsecured.
Borrowings under the 2022 Credit Agreement bear interest at a rate equal to, at our election, either Adjusted Term SOFR (which is the rate per annum equal to (a) Term SOFR (the forward-looking secured overnight financing rate) plus (b) a Term SOFR Adjustment of 0.10% per annum, but in no case lower than 0.00%) plus an applicable margin equal to 1.375% per annum or a base rate plus an applicable margin equal to 0.375% per annum, in each case subject to adjustment based on the Borrowers' debt ratings provided by Standard & Poor’s Rating Services and Moody’s Investors Service, Inc. from time to time (the "Debt Ratings"). The revolving credit commitments under the 2022 Credit Agreement are subject to a commitment fee equal to 0.20% per annum, subject to adjustment based on the Debt Ratings. The commitment fee accrues on the actual daily amount by which the aggregate revolving commitments exceed the sum of outstanding revolving loans and letter of credit obligations.
The 2022 Credit Agreement restricts certain payments, including dividend payments, if there is an event of default under the 2022 Credit Agreement or if we are not, or after making the payment would not be, in compliance with certain financial covenants contained in the 2022 Credit Agreement. These covenants require us to maintain a net debt to EBITDA leverage ratio of less than 3x and an interest coverage ratio of more than 3x. During the year ended December 31, 2025, we were in compliance with the terms of the 2022 Credit Agreement, including all of the financial covenants therein. Our retained earnings are not subject to any restrictions on availability to make dividend payments to shareholders, subject to compliance with the financial covenants described above that are contained in the 2022 Credit Agreement.
As of December 31, 2024 and 2025, our outstanding term loan, net of debt amortization expense of $0.9 million and $0.6 million, respectively, was $476.1 million and $449.9 million, respectively.
We also have fund-based and non-fund based credit facilities with banks, which are available for operational requirements in the form of overdrafts, letters of credit, guarantees and short-term loans. As of December 31, 2024 and 2025, the limits available under such facilities were $22.4 million and $26.6 million, respectively, of which $8.5 million and $8.0 million, respectively, were utilized, constituting non-funded drawdown. As of December 31, 2024 and 2025, a total of $1.5 million and $1.3 million, respectively, of our revolving credit facility was utilized, of which $0.0 million and $0.0 million, respectively, constituted funded drawdown, and $1.5 million and $1.3 million , respectively, constituted non-funded drawdown. Our outstanding term loan and revolving credit facility expire on December 13, 2027.
We manage a portion of our interest rate risk related to floating rate indebtedness by entering into interest rate swaps under which we receive floating rate payments based on the greater of Term SOFR and the floor rate under our term loan and make payments based on a fixed rate. As of December 31, 2025, we were party to interest rate swaps covering a total notional amount of $221.9 million. Under these swap agreements, the rates that we pay to banks in exchange for Term SOFR ranges between 4.25% and 4.72%.
Genpact Luxembourg issued $400.0 million aggregate principal amount of 3.375% senior notes in November 2019 (the “2019 Senior Notes”). The 2019 Senior Notes were fully guaranteed by the Company and Genpact USA. The total debt issuance cost of $2.9 million incurred in connection with the 2019 Senior Notes offering was amortized over the life of the notes as additional interest expense. The 2019 Senior Notes matured on December 1, 2024 and were fully repaid.
Genpact Luxembourg and Genpact USA co-issued $350.0 million aggregate principal amount of 1.750% senior notes in March 2021 (the "2021 Senior Notes"). The 2021 Senior Notes are fully guaranteed by the Company. The total debt issuance cost of $3.0 million incurred in connection with the 2021 Senior Notes offering is being amortized over the life of the 2021 Senior Notes as additional interest expense. As of December 31, 2024 and 2025, the amount outstanding under the 2021 Senior Notes, net of debt amortization expense of $0.8 million and $0.2 million, respectively, was $349.2 million and $349.8 million, respectively, which is payable on April 10, 2026.
In June 2024, Genpact Luxembourg and Genpact USA co-issued $400.0 million aggregate principal amount of 6.000% senior notes (the "2024 Senior Notes"). The 2024 Senior Notes are fully guaranteed by the Company. The total debt issuance cost of $4.4 million incurred in connection with the 2024 Senior Notes offering is being amortized over the life of the 2024 Senior Notes as additional interest expense. As of December 31, 2024 and 2025 , the amount outstanding under the 2024 Senior Notes, net of debt amortization expense of $3.9 million and $3.0 million, respectively, was $396.1 million and $397.0 million, respectively, which is payable on June 4, 2029.
In November 2025, Genpact UK Finco plc and Genpact USA co-issued $350.0 million aggregate principal amount of 4.950% senior notes (the “2025 Senior Notes"). The 2025 Senior Notes are fully guaranteed by the Company. The total debt issuance cost of $4.6 million incurred in connection with the 2025 Senior Notes is being amortized over the life of the 2025 Senior Notes as additional interest expense. As of December 31, 2025, the amount outstanding under the 2025 Senior Notes, net of debt amortization expense of $4.4 million, was $345.6 million, which is payable on November 18, 2030.
We pay interest on (i) the 2021 Senior Notes semi-annually in arrears on April 10 and October 10 of each year, (ii) the 2024 Senior Notes semi-annually in arrears on June 4 and December 4 of each year, and (iii) the 2025 Senior Notes semi-annually in arrears on May 18 and November 18 of each year, ending on the maturity dates of April 10, 2026, June 4, 2029 and November 18, 2030, respectively.
For additional information, see Notes 13—“Long-term debt” and 14—“Short-term borrowings” to our consolidated financial statements under Part IV, Item 15—“Exhibits and Financial Statement Schedules.”
We use a revolving accounts receivable-based facility for managing our cash flows. As part of this arrangement, accounts receivable sold under this facility are de-recognized upon sale along with the related allowances, if any. As of December 31, 2024 and 2025, we had a revolving accounts receivable-based facility of $60.0 million and $100.0 million, respectively, permitting us to sell accounts receivable to banks on a non-recourse basis in the ordinary course of business. The aggregate maximum capacity utilized at any time during the years ended December 31, 2024 and 2025 was $55.9 million and $60.0 million, respectively. The principal amount outstanding against this facility as of December 31, 2024 and 2025 was $26.6 million and $55.1 million, respectively. The cost of factoring accounts receivable sold under this facility during the years ended December 31, 2024 and 2025 was $2.3 million and $2.1 million, respectively.
We also have arrangements with financial institutions that manage the accounts payable program for certain of our large clients. We sell certain accounts receivable pertaining to such clients to these financial institutions on a non-recourse basis. There is no cap on the value of accounts receivable that can be sold under these arrangements. We used these arrangements to sell accounts receivable amounting to $270.2 million and $327.2 million during the years ended December 31, 2024 and December 31, 2025, respectively, which also represents the maximum utilization under these arrangements in each such year. The cost of factoring such accounts receivable during the years ended December 31, 2024 and 2025 was $6.0 million and $5.8 million, respectively.
For additional information, see Note 4—“Accounts receivable, net of allowance for credit losses” to our consolidated financial statements under Part IV, Item 15—“Exhibits and Financial Statement Schedules.”
Goodwill Impairment Testing
Goodwill of a reporting unit is tested for impairment at least annually and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. In accordance with ASC 350, Intangibles-Goodwill and Other, we may perform quantitative testing where the fair value of the reporting unit is compared with its carrying amount, including goodwill, or choose to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. Based on the results of the qualitative assessment, we perform the quantitative assessment of goodwill impairment if we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
Based on our assessment of such qualitative factors in 2024, in accordance with ASC 350, we concluded that as of December 31, 2024, the fair values of all of our reporting units are likely to be higher than their respective carrying values.
For the year ended December 31, 2025, we performed a quantitative assessment for impairment of goodwill as of December 31, 2025 for all reporting units to enhance the robustness of our testing process and to establish updated fair value baselines. The fair value of each reporting unit was determined using an income approach (discounted cash flow method). This valuation required management to make significant estimates regarding future cash flows, including projections of revenue growth, operating margins, and the selection of appropriate market-participant discount rates and terminal growth rates.
Off-Balance Sheet Arrangements
Our off-balance sheet arrangements consist of foreign exchange contracts. For additional information, see Item 1A—“Risk Factors—Currency exchange rate fluctuations in various currencies in which we do business, especially the Indian rupee, the euro and the U.S. dollar, could have a material adverse effect on our business, results of operations and financial condition" and Note 6—“Derivative financial instruments” to our consolidated financial statements under Part IV, Item 15—“Exhibits and Financial Statement Schedules.”
Other Liquidity and Capital Resources Information
As of December 31, 2024 and 2025, we have purchase commitments, net of capital advances paid in respect of such purchases, of $25.3 million and $16.5 mill ion, respectively . For additional information, see Note 25—“Commitments and contingencies” to our consolidated financial statements under Part IV, Item 15—“Exhibits and Financial Statement Schedules.”
As of December 31, 2024 and 2025, we also have operating and finance lease commitments of $276.2 million and $268.4 million, respectively, to be paid over the remaining lease terms. For additional information, see Note 11—“Leases” to our consolidated financial statements under Part IV, Item 15—“Exhibits and Financial Statement Schedules.”
Supplemental Guarantor Financial Information
As discussed in Note 13, “Long-term debt,” to our consolidated financial statements under Part IV, Item 15 — "Exhibits and Financial Statement Schedules," Genpact Luxembourg and Genpact USA co-issued the 2021 Senior Notes and the 2024 Senior Notes. Genpact UK Finco plc and Genpact USA co-issued the 2025 Senior Notes. As of December 31, 2025 , the outstanding balance for the 2021 Senior Notes, the 2024 Senior Notes and the 2025 Senior Notes (collectively, the "Senior Notes") was $349.8 million, $397.0 million and $345.6 million, respectively. Each series of Senior Notes is fully and unconditionally guaranteed by the Company. Genpact USA co-guaranteed the 2019 Senior Notes, Genpact UK Finco plc co-guaranteed the 2021 Senior Notes and the 2024 Senior Notes, and Genpact Luxembourg S.à r.l co-guaranteed the 2025 Senior Notes. Our other subsidiaries (such subsidiaries are referred to as the “non-Guarantors”) do not guarantee any series of outstanding Senior Notes. During the year ended December 31, 2024, the Company repaid the 2019 Senior Notes in the amount of $400.0 million at their maturity.
The Company (with respect to all series of Senior Notes) has fully and unconditionally guaranteed (i) that the payment of the principal, premium, if any, and interest on the Senior Notes shall be promptly paid in full when due, whether at stated maturity of the Senior Notes, by acceleration, redemption or otherwise, and that the payment of interest on the overdue principal and interest on the Senior Notes, if any, if lawful, and all other obligations of the applicable issuer or issuers of the Senior Notes, respectively, to the holders of the Senior Notes or the trustee under the Senior Notes shall be promptly paid in full or performed, and (ii) in case of any extension of time of payment or renewal of any Senior Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failure of payment by Genpact Luxembourg, Genpact UK Finco plc or Genpact USA when due of any amount so guaranteed or any performance so guaranteed for whatever reason shall obligate the Company to pay the same immediately. The Company has agreed that the guarantees described above are guarantees of payment of the Senior Notes and not guarantees of collection.
The following tables present summarized financial information for Genpact Luxembourg, Genpact USA, Genpact UK Finco plc and the Company (collectively, the “Debt Issuers and Guarantors”) on a combined basis after elimination of (i) intercompany transactions and balances among the Debt Issuers and Guarantors and (ii) equity in earnings from and investments in the non-Guarantors.
Summarized Statements of Income
Year ended
December 31, 2024
Year ended
December 31, 2025
(dollars in millions)
Net revenues
Gross profit
Net income
Below is a summary of transactions with non-Guarantors included in the summarized statement of income above:
Year ended
December 31, 2024
Year ended
December 31, 2025
(dollars in millions)
Royalty income
Revenue from services
Interest income /(expense), net
Other income /(expense), net
Summarized Balance Sheets
December 31, 2024
December 31, 2025
(dollars in millions)
Assets
Current assets
Non-current assets
Liabilities
Current liabilities
Non-current liabilities
Below is a summary of the balances with non-Guarantors included in the summarized balance sheets above:
December 31, 2024
December 31, 2025
(dollars in millions)
Assets
Current assets
Accounts receivable, net
Loans receivable
Others
Non-current assets
Others
Liabilities
Current liabilities
Loans payable
Others
Non-Current liabilities
Loans payable
The Senior Notes and the related guarantees rank pari passu in right of payment with all senior and unsecured debt of the Debt Issuers and the Guarantors and rank senior in right of payment to all of the Debt Issuers' and the Guarantors' future subordinated debt. The Senior Notes are effectively subordinated to all of the Debt Issuers' and the Guarantors' existing and future secured debt to the extent of the value of the assets securing such debt. The Senior Notes are structurally subordinated to all of the existing and future debt and other liabilities of the Guarantors' subsidiaries (other than the Issuer), including the liabilities of certain subsidiaries pursuant to our senior credit facility. The non-Guarantors are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due under the Senior Notes or to make the funds available to pay those amounts, whether by dividend, distribution, loan or other payment. If the Debt Issuers or the Guarantors have any right to receive any assets of any of the non-Guarantors upon the insolvency, liquidation, reorganization, dissolution or other winding-up of any non-Guarantor, all of that non-Guarantor’s creditors (including trade creditors) would be entitled to payment in full out of that non-Guarantor’s assets before the holders of the Senior Notes would be entitled to any payment. Claims of holders of the Senior Notes are structurally subordinated to the liabilities of certain non-Guarantors pursuant to their liabilities under our senior credit facility.
Recent Accounting Pronouncements
Recently adopted accounting pronouncements
For a description of recently adopted accounting pronouncements, see Note 2—“Summary of significant accounting policies—Recently issued accounting pronouncements” to our consolidated financial statements under Part IV, Item 15—“Exhibits and Financial Statement Schedules” and Part II, Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates.”
For a description of recently issued accounting pronouncements, see Note 2—“Summary of significant accounting policies—Recently issued accounting pronouncements” to our consolidated financial statements under Part IV, Item 15—“Exhibits and Financial Statement Schedules.”
