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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


☒			Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period ended September 30, 2025


☐			Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Transition Period from to

Commission file number: 001-33626

GENPACT LIMITED

(Exact name of registrant as specified in its charter)


Bermuda						98-0533350
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

Canon's Court

22 Victoria Street

Hamilton HM 12

Bermuda

(441) 298-3300

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common shares, par value $0.01 per share	G	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of November 3, 2025, there were 172,414,423 common shares, par value $0.01 per share, of the registrant issued and outstanding.

TABLE OF CONTENTS


	Item No.		Page No.

PART I		Financial Information
	1.	Unaudited Consolidated Financial Statements
		Consolidated Balance Sheets as of December 31, 2024 and September 3 0 , 2025	3
		Consolidated Statements of Income for the three and nine months ended September 3 0 , 2024 and 2025	4
		Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 3 0 , 2024 and 2025	5
		Consolidated Statements of Equity for the three and nine months ended September 3 0 , 2024 and 2025	6
		Consolidated Statements of Cash Flows for the nine months ended September 3 0 , 2024 and 2025	10
		Notes to the Consolidated Financial Statements	11
	2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	50
	3.	Quantitative and Qualitative Disclosures About Market Risk	69
	4.	Controls and Procedures	69

PART II		Other Information
	1.	Legal Proceedings	71
	1A.	Risk Factors	71
	2.	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	71
	5.	Other Information	72
	6.	Exhibits	73

SIGNATURES			74

PART I - FINANCIAL INFORMATION

Item 1. Unaudited Consolidated Financial Statements

GENPACT LIMITED AND ITS SUBSIDIARIES

Consolidated Balance Sheets

(Unaudited)

(In thousands, except per share data and share count)


	Notes	As of December 31, 2024		As of September 30, 2025
Assets
Current assets
Cash and cash equivalents		$	648,246	$	740,763
Short-term investments		23,359		—
Accounts receivable, net of allowance for credit losses of $12,094 and $25,241 as of December 31, 2024 and September 30, 2025, respectively	4	1,198,606		1,280,938
Prepaid expenses and other current assets	7	209,893		190,791
Total current assets		$	2,080,104	$	2,212,492

Property, plant and equipment, net	8	207,943		180,654
Operating lease right-of-use assets		182,190		180,332
Deferred tax assets	22	269,476		253,980
Intangible assets, net	9	26,950		71,369
Goodwill	9	1,669,769		1,783,800
Contract cost assets	19	200,900		204,138
Other assets, net of allowance for credit losses of $7,320 and $8,294 as of December 31, 2024 and September 30, 2025, respectively		349,821		477,387
Total assets		$	4,987,153	$	5,364,152

Liabilities and equity
Current liabilities
Short term borrowing	10	—		—
Current portion of long-term debt	11	26,173		375,871
Accounts payable		36,469		34,790
Income taxes payable	22	35,431		54,071
Accrued expenses and other current liabilities	12	812,994		945,438
Operating leases liability		52,672		51,471
Total current liabilities		$	963,739	$	1,461,641

Long-term debt, less current portion	11	1,195,267		827,046
Operating leases liability		153,587		154,401
Deferred tax liabilities	22	15,908		16,488
Other liabilities	13	269,041		360,046
Total liabilities		$	2,597,542	$	2,819,622

Shareholders' equity
Preferred shares, $0.01 par value, 250,000,000 authorized, none issued		—		—
Common shares, $0.01 par value, 500,000,000 authorized, 174,661,943 and 172,409,091 issued and outstanding as of December 31, 2024 and September 30, 2025, respectively		1,740		1,718
Additional paid-in capital		1,945,261		1,991,774
Retained earnings		1,236,696		1,373,512
Accumulated other comprehensive income (loss)		(794,086)		(822,474)
Total equity		$	2,389,611	$	2,544,530
Commitments and contingencies	23
Total liabilities and equity		$	4,987,153	$	5,364,152

See accompanying notes to the Consolidated Financial Statements.

GENPACT LIMITED AND ITS SUBSIDIARIES

Consolidated Statements of Income

(Unaudited)

(In thousands, except per share data and share count)


		Three months ended September 30,				Nine months ended September 30,
	Notes	2024		2025		2024		2025
Net revenues	19	$	1,210,949	$	1,291,257	$	3,518,398	$	3,760,601
Cost of revenue		779,511		821,601		2,274,104		2,411,883
Gross profit		$	431,438	$	469,656	$	1,244,294	$	1,348,718
Operating expenses:
Selling, general and administrative expenses		243,315		262,105		717,988		769,582
Amortization of acquired intangible assets	9	6,495		8,285		19,980		16,922
Other operating (income) expense, net	20	(22)		7,624		(5,561)		7,468
Income from operations		$	181,650	$	191,642	$	511,887	$	554,746
Foreign exchange gains, net		1,133		3,678		4,424		5,343
Interest income (expense), net	21	(12,387)		(12,785)		(36,167)		(37,716)
Other income (expense), net		5,091		6,817		14,128		18,940
Income before income tax expense		$	175,487	$	189,352	$	494,272	$	541,313
Income tax expense	22	42,669		43,521		122,517		131,913
Net income		$	132,818	$	145,831	$	371,755	$	409,400
Earnings per common share	17
Basic		$	0.75	$	0.84	$	2.07	$	2.35
Diluted		$	0.74	$	0.83	$	2.06	$	2.31
Weighted average number of common shares used in computing earnings per common share	17
Basic		177,595,400		173,576,957		179,221,213		174,572,169
Diluted		179,714,223		176,104,577		180,854,682		177,197,356

See accompanying notes to the Consolidated Financial Statements.

GENPACT LIMITED AND ITS SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

(In thousands)


	Three months ended September 30,				Nine months ended September 30,
	2024		2025		2024		2025
Net income	$	132,818	$	145,831	$	371,755	$	409,400
Other comprehensive income:
Currency translation adjustments	22,765		(50,757)		(1,695)		(746)
Gain (loss) on cash flow hedging derivatives, net of taxes (Note 6)	(18,583)		(44,140)		(11,810)		(27,756)
Retirement benefits (expense), net of taxes	(185)		(110)		(439)		114
Other comprehensive income (loss)	3,997		(95,007)		(13,944)		(28,388)
Comprehensive income	$	136,815	$	50,824	$	357,811	$	381,012

See accompanying notes to the Consolidated Financial Statements.

GENPACT LIMITED AND ITS SUBSIDIARIES

Consolidated Statements of Equity

For the three months ended September 30, 2024

(Unaudited)

(In thousands, except share count)


	Common shares							Accumulated Other Comprehensive Income (Loss)
	No. of Shares	Amount		Additional Paid-in Capital		Retained Earnings				Total Equity
Balance as of July 1, 2024	178,177,581	$	1,776	$	1,900,015	$	1,176,459	$	(740,491)	$	2,337,759
Issuance of common shares on exercise of options (Note 15)
Issuance of common shares under the employee stock purchase plan (Note 15)	69,393	1		2,449		—		—		2,450
Net settlement on vesting of restricted share units (Note 15)	35,513	—		(148)		—		—		(148)
Net settlement on vesting of performance units (Note 15)
Stock repurchased and retired (Note 16)	(1,935,320)	(19)		—		(74,913)		—		(74,932)
Expenses and taxes related to stock repurchased (Note 16)	—	—		—		(38)		—		(38)
Stock-based compensation expense (Note 15)	—	—		19,726		—		—		19,726
Comprehensive income (loss):
Net income	—	—		—		132,818		—		132,818
Other comprehensive income (loss)	—	—		—		—		3,997		3,997
Dividend ($0.1525 per common share, Note 16)	—	—		—		(26,939)		—		(26,939)
Balance as of September 30, 2024	176,347,167	$	1,758	$	1,922,042	$	1,207,387	$	(736,494)	$	2,394,693

See accompanying notes to the Consolidated Financial Statements.

GENPACT LIMITED AND ITS SUBSIDIARIES

Consolidated Statements of Equity

For the nine months ended September 30, 2024

(Unaudited)

(In thousands, except share count)


	Common shares							Accumulated Other Comprehensive Income (Loss)
	No. of Shares	Amount		Additional Paid-in Capital		Retained Earnings				Total Equity
Balance as of January 1, 2024	179,494,132	$	1,789	$	1,883,944	$	1,085,209	$	(722,550)	$	2,248,392
Issuance of common shares on exercise of options (Note 15)	135,051	1		3,930		—		—		3,931
Issuance of common shares under the employee stock purchase plan (Note 15)	261,281	3		8,236		—		—		8,239
Net settlement on vesting of restricted share units (Note 15)	307,298	3		(4,431)		—		—		(4,428)
Net settlement on vesting of performance units (Note 15)	869,713	9		(16,913)		—		—		(16,904)
Stock repurchased and retired (Note 16)	(4,720,308)	(47)		—		(167,515)		—		(167,562)
Expenses and taxes related to stock repurchased (Note 16)	—	—		—		(294)		—		(294)
Stock-based compensation expense (Note 15)	—	—		47,276		—		—		47,276
Comprehensive income (loss):
Net income	—	—		—		371,755		—		371,755
Other comprehensive income (loss)	—	—		—		—		(13,944)		(13,944)
Dividend ($0.4575 per common share, Note 16)	—	—		—		(81,768)		—		(81,768)
Balance as of September 30, 2024	176,347,167	$	1,758	$	1,922,042	$	1,207,387	$	(736,494)	$	2,394,693

See accompanying notes to the Consolidated Financial Statements.

GENPACT LIMITED AND ITS SUBSIDIARIES

Consolidated Statements of Equity

For the three months ended September 30, 2025

(Unaudited)

(In thousands, except share count)


	Common shares							Accumulated Other Comprehensive Income (Loss)
	No. of Shares	Amount		Additional Paid-in Capital		Retained Earnings				Total Equity
Balance as of July 1, 2025	174,264,642	$	1,735	$	1,964,966	$	1,347,377	$	(727,467)	$	2,586,611
Issuance of common shares on exercise of options (Note 15)	90,000	1		2,680		—		—		2,681
Issuance of common shares under the employee stock purchase plan (Note 15)	56,875	1		2,320		—		—		2,321
Net settlement on vesting of restricted share units (Note 15)	17,340	1		(358)		—		—		(357)
Net settlement on vesting of performance units (Note 15)	1,463	—		(55)		—		—		(55)
Stock repurchased and retired (Note 16)	(2,021,229)	(20)		—		(89,963)		—		(89,983)
Expenses and taxes related to stock repurchased (Note 16)	—	—		—		(440)		—		(440)
Stock-based compensation expense (Note 15)	—	—		22,221				—		22,221
Comprehensive income (loss):
Net income	—	—		—		145,831		—		145,831
Other comprehensive income (loss)	—	—		—				(95,007)		(95,007)
Dividend ($0.17 per common share, Note 16)	—	—		—		(29,293)		—		(29,293)
Balance as of September 30, 2025	172,409,091	$	1,718	$	1,991,774	$	1,373,512	$	(822,474)	$	2,544,530

See accompanying notes to the Consolidated Financial Statements.

GENPACT LIMITED AND ITS SUBSIDIARIES

Consolidated Statements of Equity

For the nine months ended September 30, 2025

(Unaudited)

(In thousands, except share count)


	Common shares							Accumulated Other Comprehensive Income (Loss)
	No. of Shares	Amount		Additional Paid-in Capital		Retained Earnings				Total Equity
Balance as of January 1, 2025	174,661,943	$	1,740	$	1,945,261	$	1,236,696	$	(794,086)	$	2,389,611
Issuance of common shares on exercise of options (Note 15)	185,920	2		6,751		—		—		6,753
Issuance of common shares under the employee stock purchase plan (Note 15)	178,811	2		7,592		—		—		7,594
Net settlement on vesting of restricted share units (Note 15)	563,166	6		(13,824)		—		—		(13,818)
Net settlement on vesting of performance units (Note 15)	738,490	7		(18,061)		—		—		(18,054)
Stock repurchased and retired (Note 16)	(3,919,239)	(39)		—		(182,905)		—		(182,944)
Expenses and taxes related to stock repurchased (Note 16)	—	—		—		(978)		—		(978)
Stock-based compensation expense (Note 15)	—	—		64,055				—		64,055
Comprehensive income (loss):
Net income	—	—		—		409,400		—		409,400
Other comprehensive income (loss)	—	—		—				(28,388)		(28,388)
Dividend ($0.51 per common share, Note 16)	—	—		—		(88,701)		—		(88,701)
Balance as of September 30, 2025	172,409,091	$	1,718	$	1,991,774	$	1,373,512	$	(822,474)	$	2,544,530

See accompanying notes to the Consolidated Financial Statements.

GENPACT LIMITED AND ITS SUBSIDIARIES

Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)


	Nine months ended September 30,
	2024		2025
Operating activities
Net income	$	371,755	$	409,400
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	51,830		52,004
Amortization of debt issuance costs	1,749		1,665
Amortization of acquired intangible assets	19,980		16,922
Write-down of property, plant and equipment (refer to Note 20)	—		710
Write-down of operating right-of-use assets (refer to Note 20)	—		7,024
Allowance for credit losses (refer to Note 4)	12,395		18,208
Unrealized (gain)/loss on revaluation of foreign currency assets/liabilities	(7,909)		4,000
Stock-based compensation expense	47,276		64,055
Deferred tax expense	14,509		11,729
Others, net	386		280
Change in operating assets and liabilities:
Increase in accounts receivable	(95,790)		(80,303)
Increase in prepaid expenses, other current assets, contract cost assets, operating lease right-of-use assets and other assets	(5,752)		(71,083)
Decrease in accounts payable	(8,021)		(236)
Increase (Decrease) in accrued expenses, other current liabilities, operating leases liabilities and other liabilities	(5,056)		73,036
Increase in income taxes payable	14,825		18,750
Net cash provided by operating activities	$	412,177	$	526,161
Investing activities
Purchase of property, plant and equipment	(63,049)		(60,544)
Payment for internally generated intangible assets (including intangibles under development)	(1,787)		(6,125)
Payment for business acquisitions, net of cash acquired	—		(80,384)
Proceeds from sale of property, plant and equipment	128		58
Proceeds from maturity of short term investments	—		23,359
Net cash used for investing activities	$	(64,708)	$	(123,636)
Financing activities
Repayment of finance lease obligations	(8,238)		(6,552)
Payment of debt issuance and refinancing costs	(4,123)		—
Proceeds of long-term debt	400,000		—
Repayment of long-term debt	(26,500)		(19,875)
Proceeds from short-term borrowings	50,000		85,000
Repayment of short-term borrowings	(60,000)		(85,000)
Proceeds from issuance of common shares under stock-based compensation plans	12,170		14,347
Payment for net settlement of stock-based awards	(21,307)		(31,829)
Dividend paid	(81,768)		(88,701)
Payment for stock repurchased and retired (including expenses related to stock repurchased)	(167,656)		(183,020)
Net cash (used for) provided by financing activities	$	92,578	$	(315,630)
Net increase in cash and cash equivalents	440,047		86,895
Effect of exchange rate changes	(1,070)		5,622
Cash and cash equivalents at the beginning of the period	583,670		648,246
Cash and cash equivalents at the end of the period	$	1,022,647	$	740,763
Supplementary information
Cash paid during the period for interest	$	39,180	$	37,571
Cash paid during the period for income taxes, net of refund	$	77,983	$	98,742

See accompanying notes to the Consolidated Financial Statements.

GENPACT LIMITED AND ITS SUBSIDIARIES

Notes to the Consolidated Financial Statements

(Unaudited)

(In thousands, except per share data and share count)

1. Organization

The Company is an agentic and advanced technology solutions company recognized for its deep industry knowledge, process intelligence and last-mile expertise. The Company has over 147,000 employees serving clients from more than 35 countries.

2. Summary of significant accounting policies

(a) Basis of preparation and principles of consolidation

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for reporting on Form 10-Q. Accordingly, they do not include certain information and note disclosures required by U.S. GAAP for annual financial reporting and should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. The accompanying consolidated financial statements reflect all adjustments that management considers necessary for a fair presentation of the results of operations for these periods.

The accompanying financial statements have been prepared on a consolidated basis and reflect the financial statements of Genpact Limited, a Bermuda company, and all of its subsidiaries that are more than 50% owned and controlled. When the Company does not have a controlling interest in an entity but exerts significant influence over the entity, the Company applies the equity method of accounting. All intercompany transactions and balances are eliminated in consolidation.

(b) Use of estimates

The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements. Significant items subject to such estimates and assumptions include the useful lives of property, plant and equipment and intangible assets, revenue recognition, allowance for credit losses, valuation allowances for deferred tax assets, valuation of derivative financial instruments, measurement of lease liabilities and right-of-use (“ROU”) assets, measurements of stock-based compensation, assets and obligations related to employee benefits, nature and timing of the satisfaction of performance obligations, income tax uncertainties and other contingencies. Management believes that the estimates used in the preparation of the consolidated financial statements are reasonable. Although these estimates and assumptions are based upon management’s best knowledge of current events and actions, actual results could differ from these estimates. Any changes in estimates are adjusted prospectively in the Company’s consolidated financial statements.

Property, plant and equipment are stated at cost less accumulated depreciation and amortization and accumulated impairment loss. Expenditures for replacements and improvements are capitalized, whereas the costs of maintenance and repairs are charged to earnings as incurred.

GENPACT LIMITED AND ITS SUBSIDIARIES

Notes to the Consolidated Financial Statements

(Unaudited)

(In thousands, except per share data and share count)

2. Summary of significant accounting policies (Continued)

The Company depreciates and amortizes all property, plant and equipment using the straight-line method over the following estimated economic useful lives of the assets:


	Years
Buildings	40
Furniture and fixtures	4
Computer equipment and servers	4
Plant, machinery and equipment	4
Computer software	4	-	7
Leasehold improvements	Lease period or 10 years, whichever is less
Vehicles	3	-	4

The Company capitalizes certain computer software and software development costs incurred in connection with developing or obtaining computer software for internal use when both the preliminary project stage is completed and it is probable that the software development will be completed and will be used as intended. Capitalized software costs include only (i) external direct costs of materials and services utilized in developing or obtaining computer software, (ii) compensation and related benefits for employees who are directly associated with the software project, and (iii) interest costs incurred while developing internal-use computer software.

Capitalized computer software costs are included in property, plant and equipment on the Company’s consolidated balance sheets and amortized on a straight-line basis when placed into service over the estimated useful lives of the software. Costs incurred in connection with developing or obtaining software or technology for internal use which are under development or advances paid towards acquisition of property, plant and equipment outstanding as of each balance sheet date and the cost of property, plant and equipment not put to use before such date are disclosed under “Capital work in progress.”

(d) Business combinations, goodwill and other intangible assets

The Company accounts for its business combinations using the acquisition method of accounting in accordance with Accounting Standard Codification ("ASC") Topic 805, Business Combinations, 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. A liability resulting from contingent consideration is re-measured to fair value as of each reporting date until the contingency is resolved. Changes in fair value are recognized in earnings. All assets and liabilities of the acquired businesses, including goodwill, are assigned to reporting units. Acquisition-related costs are expensed as incurred under selling, general and administrative expenses.

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 on December 31, based on a number of factors, including operating results, business plans and future cash flows. The Company performs an assessment of qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Based on the assessment of events or circumstances, the Company performs a quantitative assessment of goodwill impairment if it determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, based on the quantitative impairment analysis, the carrying value of the goodwill of a reporting unit exceeds the fair value of such goodwill, an impairment loss is recognized in an amount equal to the excess. In addition, the Company performs a qualitative assessment of goodwill impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. See Note 9 for information and related disclosures.

GENPACT LIMITED AND ITS SUBSIDIARIES

Notes to the Consolidated Financial Statements

(Unaudited)

(In thousands, except per share data and share count)

2. Summary of significant accounting policies (Continued)

Intangible assets acquired individually or with a group of other assets or in a business combination and developed internally are carried at cost less accumulated amortization and accumulated impairment loss based on their estimated useful lives as follows:


	Years
Customer-related intangible assets	1	-	9 years
Marketing-related intangible assets	1	-	8 years
Technology-related intangible assets	2	-	10 years

Intangible assets are amortized over their estimated useful lives using a method of amortization that reflects the pattern in which the economic benefits of the intangible assets are consumed or otherwise realized.

The Company also capitalizes 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) 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 software and technology project, and (iii) interest costs incurred while developing or obtaining software or technology for sale or lease to customers.

Costs incurred in connection with developing or obtaining software or technology for sale to customers which are under development and not put to use or advances paid towards the acquisition of intangible assets outstanding as of each balance sheet date are classified as “intangible assets under development” and are included in capital work in progress. Capitalized software and technology costs are included in intangible assets under technology-related intangible assets on the Company’s consolidated balance sheets and are amortized on a straight-line basis when placed into service over the estimated useful lives of the software and technology.

The Company evaluates the remaining useful life of intangible assets that are being amortized at each reporting period wherever events and circumstances warrant a revision to the remaining period of amortization, and the remaining carrying amount of the intangible asset is amortized prospectively over that revised remaining useful life.

(e) Implementation Costs Incurred in a Cloud Computing Arrangement

The Company incurs costs to implement cloud computing arrangements for internal use that are service contracts and capitalizes certain costs associated with the implementation of the cloud computing arrangements, including employee payroll and related benefits and third party consulting costs, incurred during the application development stage of a project. These costs will be amortized on a straight-line basis over the term of the hosting service contracts after go-live, including renewal periods which the Company is reasonably certain to exercise, and recognized as a component of selling, general and administrative expenses. These costs are included as a component of "prepaid expenses and other current assets" and "other assets, net of allowances for credit losses" in the consolidated balance sheets.

(f) Financial instruments and concentration of credit risk

Financial instruments that potentially subject the Company to concentration of credit risk are reflected principally in cash and cash equivalents, derivative financial instruments and accounts receivable. The Company places its cash and cash equivalents and derivative financial instruments with corporations and banks with high investment grade ratings, limits the amount of credit exposure with any one corporation or bank and conducts ongoing evaluations of the creditworthiness of the corporations and banks with which it does business. To reduce its credit risk on accounts receivable, the Company conducts ongoing credit evaluations of its customers.

GENPACT LIMITED AND ITS SUBSIDIARIES

Notes to the Consolidated Financial Statements

(Unaudited)

(In thousands, except per share data and share count)

2. Summary of significant accounting policies (Continued)

(g) Accounts receivable

Accounts receivable are recorded at the invoiced or to be invoiced amount and do not bear interest. The amount to be invoiced represents the unbilled receivables for services rendered between the last billing date and the balance sheet date. Amounts collected on trade accounts receivable are included in net cash provided by operating activities in the consolidated statements of cash flows. The Company maintains an allowance for current expected credit losses inherent in its accounts receivable portfolio. In establishing the required allowance, management considers historical losses which are adjusted to current market conditions and a reasonable and supportable forecast. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

The Company uses revolving accounts receivable-based facilities in the normal course of business as part of managing its cash flows. The Company accounts for receivables sold under these facilities as a sale of financial assets pursuant to ASC 860, “Transfers and Servicing” and derecognizes these receivables, as well as the related allowances, from its balance sheets. Generally, the fair value of accounts receivable sold approximates their book value due to their short-term nature, and any gains or losses on the sale of these receivables are recorded at the time of transfer and included under "interest income (expense), net" in the Company’s consolidated statements of income. The Company does not have any off-balance sheet credit exposure related to its customers.

(h) Revenue Recognition

The Company derives its revenue primarily from business process management services, including analytics, consulting and related digital solutions and information technology services, which are provided primarily on a time-and-material, resource, transaction or fixed-price basis. The Company recognizes revenue upon the transfer of control of promised services to its customers in an amount that reflects the consideration the Company expects to receive in exchange for those services. Revenues from services rendered under time-and-materials and transaction-based contracts are recognized as the services are provided. The Company’s fixed-price contracts include contracts for customization of applications, maintenance and support services. Revenues from these contracts are recognized ratably over the term of the agreement. The Company accrues for revenue and unbilled receivables for services rendered between the last billing date and the balance sheet date.

The Company’s contracts with its customers also include incentive payments received for discrete benefits delivered or promised to be delivered to the customer or service level agreements that could result in credits or refunds to the customer. Revenues relating to such arrangements are accounted for as variable consideration when the amount of revenue to be recognized can be estimated to the extent that it is probable that a significant reversal of any incremental revenue will not occur.

The Company records deferred revenue attributable to certain process transition activities where such activities do not represent separate performance obligations. Revenues relating to such transition activities are classified under contract liabilities and subsequently recognized ratably over the period in which the related services are performed. Costs relating to such transition activities are fulfillment costs which are directly related to the contract and result in the enhancement of resources. Such costs are expected to be recoverable under the contract and are therefore classified as contract cost assets and recognized ratably over the estimated expected period of benefit under cost of revenue.

Revenues are reported net of value-added tax, business tax and applicable discounts and allowances. Reimbursements of out-of-pocket expenses received from customers have been included as part of revenues.

Revenue for performance obligations that are satisfied over time is recognized in accordance with the methods prescribed for measuring progress. The input (cost expended) method has been used to measure progress towards completion as there is a direct relationship between input and the satisfaction of a performance obligation. Provisions for estimated losses, if any, on uncompleted contracts are recorded in the period in which such losses become probable based on the current contract estimates.

GENPACT LIMITED AND ITS SUBSIDIARIES

Notes to the Consolidated Financial Statements

(Unaudited)

(In thousands, except per share data and share count)

2. Summary of significant accounting policies (Continued)

The Company enters into multiple-element revenue arrangements in which a customer may purchase a combination of products or services. The Company determines whether each product or service promised to a customer is capable of being distinct, and is distinct in the context of the contract. If not, the promised products or services are combined and accounted for as a single performance obligation. In the event of a multiple-element revenue arrangement, the Company allocates the arrangement consideration to separately identifiable performance obligations based on their relative stand-alone selling prices.

Certain contracts may include offerings such as sale of licenses, which may be subscription-based. Revenue from distinct, non-cancellable, subscription-based licenses is recognized at the point in time when the license is transferred to the customer. Revenue from any associated maintenance or ongoing support services is recognized ratably over the term of the contract. For a combined software license/services performance obligation, revenue is recognized over the period that the services are performed.

All incremental and direct costs incurred for acquiring contracts, such as certain sales commissions, are classified as contract cost assets. Such costs are amortized over the expected period of benefit and recorded under selling, general and administrative expenses.

Other upfront fees paid to customers are classified as contract assets. Such fees are amortized over the expected period of benefit and recorded as an adjustment to the transaction price and deducted from revenue.

Timing of revenue recognition may differ from the timing of invoicing. If a payment is received in respect of services prior to the delivery of services, the payment is recognized as an advance from the customer and classified as a contract liability. Contract assets and contract liabilities relating to the same customer contract are offset against each other and presented on a net basis in the consolidated financial statements.

(i) Leases

At the inception of a contract, the Company assesses whether the contract is, or contains, a lease. The Company’s assessment is based on whether: (i) the contract involves the use of a distinct identified asset, (ii) the Company obtains the right to substantially all the economic benefits from the use of the asset throughout the term of the contract, and (iii) the Company has the right to direct the use of the asset. At the inception of a lease, the consideration in the contract is allocated to each lease component based on its relative standalone price to determine the lease payments.

Leases are classified as either finance leases or operating leases. A lease is classified as a finance lease if any one of the following criteria are met: (i) the lease transfers ownership of the asset by the end of the lease term, (ii) the lease contains an option to purchase the asset that is reasonably certain to be exercised, (iii) the lease term is for a major part of the remaining useful life of the asset or (iv) the present value of the lease payments equals or exceeds substantially all of the fair value of the asset. A lease is classified as an operating lease if it does not meet any one of the above criteria.

For all leases at the lease commencement date, a ROU asset and a lease liability are recognized. The lease liability represents the present value of the lease payments under the lease. Lease liabilities are initially measured at the present value of the lease payments not yet paid, discounted using the discount rate for the lease at the lease commencement. The lease liabilities are subsequently measured on an amortized cost basis. The lease liability is adjusted to reflect interest on the liability and the lease payments made during the period. Interest on the lease liability is determined as the amount that results in a constant periodic discount rate on the remaining balance of the liability.

The ROU asset represents the right to use the leased asset for the lease term. The ROU asset for each lease initially includes the amount of the initial measurement of the lease liability adjusted for any lease payments made to the lessor at or before the commencement date, accrued lease liabilities and any lease incentives received or any initial direct costs incurred by the Company.

GENPACT LIMITED AND ITS SUBSIDIARIES

Notes to the Consolidated Financial Statements

(Unaudited)

(In thousands, except per share data and share count)

2. Summary of significant accounting policies (Continued)

The ROU asset of finance leases is subsequently measured at cost, less accumulated amortization and accumulated impairment losses, if any. The ROU asset of operating leases is subsequently measured from the carrying amount of the lease liability at the end of each reporting period, and is equal to the carrying amount of lease liabilities adjusted for (i) unamortized initial direct costs, (ii) prepaid/(accrued) lease payments and (iii) the unamortized balance of lease incentives received.

The carrying value of ROU assets is reviewed for impairment, similar to long-lived assets, whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable.

The Company has elected to not separate lease and non-lease components for all of its leases and to use the recognition exemptions for lease contracts that, at commencement date, have a lease term of 12 months or less and do not contain a purchase option (“short-term leases”).

Significant judgements

The Company determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised. Under certain of its leases, the Company has a renewal and termination option to lease assets for additional terms between one and ten years. The Company applies judgement in evaluating whether it is reasonably certain to exercise the option to renew or terminate the lease. The Company considers all relevant factors that create an economic incentive for it to exercise the renewal or termination option. After the commencement date, the Company reassesses the lease term if there is a significant event or change in circumstances that is within the Company’s control and affects its ability to exercise (or not to exercise) the option to renew or terminate the lease.

The Company has applied an incremental borrowing rate for the purpose of computing lease liabilities based on the remaining lease term and the rates prevailing in the jurisdictions where leases were executed.

(j) Cost of revenue

Cost of revenue primarily consists of salaries and benefits (including stock-based compensation), recruitment, training and related costs of employees who are directly responsible for the performance of services for customers, their supervisors and certain support personnel who may be dedicated to a particular customer or a set of processes. It also includes operational expenses, which consist of facilities maintenance expenses, travel and living expenses, lease expenses, IT expenses, and consulting and certain other expenses. Consulting charges represent the cost of consultants and contract resources with specialized skills who are directly responsible for the performance of services for clients and travel and other billable costs related to the Company’s clients. It also includes depreciation of property, plant and equipment, and amortization of intangible and ROU assets which are directly related to providing services that generate revenue.

(k) Selling, general and administrative expenses

Selling, general and administrative ("SG&A") expenses consist of expenses relating to salaries and benefits (including stock-based compensation) as well as costs related to recruitment, training and retention of senior management and other support personnel in enabling functions such as human resources, finance, legal, marketing, sales and sales support, and other support personnel. The operational costs component of SG&A expenses also includes travel and living costs for such personnel. SG&A expenses also include acquisition-related costs, legal and professional fees (which represent the costs of third party legal, tax, accounting and other advisors), investment in research and development, digital technology, advanced automation and robotics, and an allowance for credit losses. It also includes depreciation of property, plant and equipment, and amortization of intangibles and ROU assets other than those included in cost of revenue.

GENPACT LIMITED AND ITS SUBSIDIARIES

Notes to the Consolidated Financial Statements

(Unaudited)

(In thousands, except per share data and share count)

2. Summary of significant accounting policies (Continued)

(l) Credit losses

An allowance for credit losses is recognized for all debt instruments other than those held at fair value through profit or loss. The Company pools its accounts receivable (other than deferred billings) based on similar risk characteristics in estimating expected credit losses. Credit losses for accounts receivable due within one year are based on the roll-rate method, and the Company recognizes a loss allowance based on lifetime expected credit losses at each reporting date. The Company has established a provision matrix based on historical credit loss experience, adjusted for forward-looking factors and the economic environment. Credit losses for deferred billings are based on the historical credit loss experience, adjusted for forward-looking factors. At every reporting date, observed historical default rates are updated to reflect changes in the Company’s forward-looking estimates.

A financial asset is written off when it is deemed uncollectible and there is no reasonable expectation of recovering the contractual cash flows. Expected recoveries of amounts previously written off, not to exceed the aggregate amounts previously written off, are included in determining the allowance at each reporting period.

Credit losses are presented as a credit loss expense within “Selling, general and administrative expenses.” Subsequent recoveries of amounts previously written off are credited against the same line item.

(m) Impairment of long-lived assets

Long-lived assets, including certain intangible assets, to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Such assets are required to be tested for impairment if the carrying amount of the assets is higher than the future undiscounted net cash flows expected to be generated by the assets. The impairment amount to be recognized is measured as the amount by which the carrying value of the assets exceeds their fair value. The Company determines fair value by using a discounted cash flow approach.

(n) Reclassification and presentation adjustments

In the third quarter of 2025, the Company updated the financial presentation of its capitalized cloud computing arrangement (CCA) implementation costs and reclassified certain previously capitalized CCA implementation costs on its consolidated balance sheet, which decreased "property, plant and equipment, net" by $36,424, increased "other assets, net of allowances for credit losses" by $35,817 and increased "prepaid expenses and other current assets" by $607.

Similar reclassifications have not been reflected in the Company's consolidated balance sheet as of December 31, 2024, as such amounts are considered immaterial.

For the three months ended September 30, 2025, cash flows related to the CCA implementation costs were correctly classified within "net cash provided by operating activities." However, for the nine months ended September 30, 2024, and 2025, these cash flows are incorrectly classified within "net cash used in investing activities" in the Company’s consolidated statements of cash flows and have not been reclassified to "net cash provided by operating activities" as the amounts are considered immaterial.

The Company evaluated the impact of the reclassification and presentation adjustments and concluded they are not material to the consolidated financial statements for any of the periods presented.

GENPACT LIMITED AND ITS SUBSIDIARIES

Notes to the Consolidated Financial Statements

(Unaudited)

(In thousands, except per share data and share count)

2. Summary of significant accounting policies (Continued)

(o) Recently issued accounting pronouncements

The authoritative bodies release standards and guidance which are assessed by management for impact on the Company’s consolidated financial statements.

The following recently released accounting standards have been adopted by the Company:

In March 2023, the FASB issued ASU No. 2023-01, “Leases (Topic 842).” This ASU requires a lessee in a common-control lease arrangement to amortize leasehold improvements that it owns over the improvements’ useful life to the common control group, regardless of the lease term, if the lessee continues to control the use of the underlying asset through a lease. This ASU is effective for the Company for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023. The Company adopted this ASU beginning January 1, 2024. The adoption of this ASU did not have a material impact on the Company's consolidated results of operations, cash flows, financial position or disclosures.

In November 2023, the FASB issued ASU No. 2023-07, "Segment Reporting (Topic 280)." This ASU improves reportable segment disclosure requirements by enhancing disclosures about significant segment expenses. It requires public entities to disclose significant segment expenses, other segment items, and additional measures of segment profit or loss, providing more comprehensive information for investors and stakeholders. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted this ASU for the fiscal year beginning January 1, 2024 and updated its segment information disclosure with the requirements of this ASU for the quarter ended March 31, 2025. See Note 18 for additional information.

The following recently released accounting standards have not yet been adopted by the Company:

In December 2023, the FASB issued ASU No. 2023-09, "Income Taxes (Topic 740)." This ASU enhances income tax disclosures by requiring public business entities on an annual basis (i) to disclose specific categories in the rate reconciliation, and (ii) to provide additional information for reconciling items that meet a quantitative threshold, i.e., if the effect of those reconciling items is equal to or greater than 5% of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate. It also requires entities to disclose the income taxes paid (net of refunds received), broken out between federal (national), state/local and foreign, as well as the amounts paid to an individual jurisdiction when 5% or more of the total income taxes were paid to such jurisdiction. The amendments in this ASU are effective for annual disclosures for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is in the process of assessing the impact of this ASU on its disclosures.

GENPACT LIMITED AND ITS SUBSIDIARIES

Notes to the Consolidated Financial Statements

(Unaudited)

(In thousands, except per share data and share count)

2. Summary of significant accounting policies (Continued)

In November 2024, the FASB issued ASU No. 2024-03, "Income Statement—Reporting Comprehensive Income— Expense Disaggregation Disclosure (Topic 220-40)." This ASU improves financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. In January 2025, the FASB further issued ASU No 2025-01, which clarifies the effective date for adoption of ASU No 2024-03. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is in the process of assessing the impact of this ASU on the presentation of its consolidated statements of income and disclosures.

In July 2025, the FASB issued ASU No. 2025-05, "Financial Instruments—Credit Losses (Topic 326)." This ASU provides public entities with an additional practical expedient for estimating expected credit losses on current accounts receivable and current contract assets arising from revenue transactions under ASC 606. This includes assets acquired in business combinations or through consolidation of VIEs that is not a business if those assets arose from transactions that the acquiree or variable interest entity accounted for under ASC 606. The amendments will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is in the process of assessing the impact of this ASU on its consolidated financial statements.

In September 2025, the FASB issued ASU No. 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40)." This ASU provides guidance to clarify and modernize the accounting for costs related to internal-use software. It removes all references to project stages in ASC 350-40 and clarifies the threshold entities apply to begin capitalizing costs. The ASU also specifies that the property, plant and equipment disclosure requirements under ASC 360-10 apply to capitalized software costs accounted for under ASC 350-40, regardless of how those costs are presented in the financial statements. The guidance, which applies to all entities, is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. Entities may apply the guidance using a prospective, retrospective or modified transition approach. Early adoption is permitted. The Company is in the process of assessing the impact of this ASU on its consolidated financial statements.

3. Business acquisitions

XponentL Data, Inc.

On June 5, 2025, the Company, by way of a merger, acquired 100% of the outstanding equity interest 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 $160,157, which includes the following:

i.Cash consideration paid by the Company to the sellers of XponentL on the closing date of $82,657; and

ii.Contingent earn-out consideration of $77,500, payable by the Company in March 2026 to the sellers of XponentL based on the future performance of the acquired business relative to the thresholds specified in the earn-out calculation. The fair value of the contingent earn-out consideration was estimated as of the acquisition date, using a probability-weighted discounted cash flow model that considers management’s assumptions and expectations regarding the likelihood of achievement of the earn-out targets. See Note 5, “Fair value measurements,” for additional details.

The total purchase consideration paid by the Company to the sellers of XponentL on the closing date was $82,657 (including $2,273 of cash acquired), resulting in a payable of $77,500 which remains outstanding as of September 30, 2025. The Company is evaluating adjustments related to certain income and other taxes, which, when determined, may result in the recognition of additional assets or liabilities as of the acquisition date. The measurement period will not exceed one year from the acquisition date.

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.

GENPACT LIMITED AND ITS SUBSIDIARIES

Notes to the Consolidated Financial Statements

(Unaudited)

(In thousands, except per share data and share count)

3. Business acquisitions (Continued)

In connection with this acquisition, the Company recorded $51,400 in customer-related intangibles and $6,000 in marketing-related intangibles, which have a weighted average amortization period of five years. Goodwill arising from the acquisition amounting to $112,271 has been allocated using a relative fair value allocation method to each of the Company’s reporting segments as follows: to the Financial Services segment in the amount of $6,151, to the Consumer and Healthcare segment in the amount of $88,793 and to the High Tech and Manufacturing segment in the amount of $17,327. The goodwill arising from this acquisition is not deductible for income tax purposes. The goodwill represents primarily the acquired capabilities and other benefits expected to result from combining the acquired operations with those of the Company.

Acquisition-related costs of $1,310 have been included in selling, general and administrative expenses as incurred. In connection with the acquisition, the Company also acquired certain assets with a value of $6,954, assumed certain liabilities amounting to $2,408 and recognized a net deferred tax liability of $14,060. The results of operations of the acquired business and the fair value of the acquired assets and assumed liabilities are included in the Company’s consolidated financial statements with effect from the date of the acquisition.

4. Accounts receivable, net of allowance for credit losses

The following table provides details of the Company’s allowance for credit losses on accounts receivable:


	Year ended December 31, 2024		Nine months ended September 30, 2025
Opening balance as of January 1	$	18,278	$	12,094
Additions (net), charged to income statement	7,582		17,234
Deductions/effect of exchange rate fluctuations	(13,766)		(4,087)
Closing balance	$	12,094	$	25,241

Accounts receivable were $1,210,700 and $1,306,179, and allowances for credit losses were $12,094 and $25,241, resulting in net accounts receivable balances of $1,198,606 and $1,280,938 as of December 31, 2024 and September 30, 2025, respectively.

In addition, deferred billings were $130,253 and $199,818 and allowances for credit losses on deferred billings were $7,320 and $8,294, resulting in net deferred billings balances of $122,933 and $191,524 as of December 31, 2024 and September 30, 2025, respectively.

During the three months ended September 30, 2024 and 2025, the Company recorded a charge of $928 and $433, respectively, and for the nine months ended September 30, 2024 and 2025, a charge of $5,344 and $974, respectively, to the income statement on account of credit losses on deferred billings. Deferred billings, net of related allowances for credit losses, are included under “Other assets” in the Company’s consolidated balance sheets as of December 31, 2024 and September 30, 2025.

The Company has a revolving accounts receivable-based facility of $60,000 as of December 31, 2024 and September 30, 2025 permitting it to sell accounts receivable to banks on a non-recourse basis in the ordinary course of business. The aggregate maximum capacity utilized by the Company at any time during the year ended December 31, 2024 and the nine months ended September 30, 2025 was $55,870 and $59,952, respectively. The principal amount outstanding against this facility as of December 31, 2024 and September 30, 2025 was $26,583 and $54,274, respectively. The cost of factoring such accounts receivable during the three and nine months ended September 30, 2024 and 2025 was $589 and $498, respectively, and $2,015 and $1,579, respectively. Gains or losses on the sales are recorded at the time of transfer of the accounts receivable and are included under "interest income (expense), net" in the Company’s consolidated statements of income.

GENPACT LIMITED AND ITS SUBSIDIARIES

Notes to the Consolidated Financial Statements

(Unaudited)

(In thousands, except per share data and share count)

4. Accounts receivable, net of allowance for credit losses ( Continued)

The Company also has arrangements with financial institutions that manage the accounts payable program for certain of the Company's large clients. The Company sells 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. The Company used these arrangements to sell accounts receivable amounting to $270,211 during the year ended December 31, 2024 and $229,003 during the nine months ended September 30, 2025, which also represents the maximum capacity utilized under these arrangements in each such period. The cost of factoring such accounts receivable during the three and nine months ended September 30, 2024 and 2025 was $1,395 and $1,557, respectively, and $4,436 and $4,137, respectively. These costs are included under "interest income (expense), net" in the Company’s consolidated statements of income.

5. Fair value measurements

The Company measures certain financial assets and liabilities, including derivative instruments, at fair value on a recurring basis. The fair value measurements of these financial assets and liabilities were determined using the following inputs as of December 31, 2024 and September 30, 2025:


	As of December 31, 2024
	Fair Value Measurements at Reporting Date Using
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
Assets
Derivative instruments (Note a, c)	$	22,001	$	—	$	22,001	$	—
Deferred compensation plan assets (Note a, e)	61,549		—		—		61,549
Total	$	83,550	$	—	$	22,001	$	61,549
Liabilities
Derivative instruments (Note b, c)	58,699		—		58,699		—
Deferred compensation plan liability (Note b, f)	60,924		—		—		60,924
Total	$	119,623	$	—	$	58,699	$	60,924


	As of September 30, 2025
	Fair Value Measurements at Reporting Date Using
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
Assets
Derivative instruments (Note a, c)	$	13,757	$	—	$	13,757	$	—
Deferred compensation plan assets (Note a, e)	73,279		—		—		73,279
Total	$	87,036	$	—	$	13,757	$	73,279
Liabilities
Earn-out consideration (Note b, d)	77,500		—		—		77,500
Derivative instruments (Note b, c)	96,069		—		96,069		—
Deferred compensation plan liability (Note b, f)	72,663		—		—		72,663
Total	$	246,232	$	—	$	96,069	$	150,163

GENPACT LIMITED AND ITS SUBSIDIARIES

Notes to the Consolidated Financial Statements

(Unaudited)

(In thousands, except per share data and share count)

5. Fair value measurements (Continued)

(a)Derivative assets are included in “prepaid expenses and other current assets” and “other assets” in the consolidated balance sheets. Deferred compensation plan assets are included in “other assets” in the consolidated balance sheets.

(b)Included in “accrued expenses and other current liabilities” and “other liabilities” in the consolidated balance sheets.

(c)The Company values its derivative instruments based on market observable inputs, including both forward and spot prices for the relevant currencies and interest rate indices for relevant interest rates. The quotes are taken from an independent market database.

(d)The fair value of earn-out consideration, calculated as the present value of expected future payments to be made to the sellers of acquired businesses, was derived by estimating the future financial performance of the acquired businesses using the earn-out formulas and performance targets specified in the purchase agreement and adjusting the result to reflect the Company’s estimate of the likelihood of achievement of such targets. Given the significance of the unobservable inputs, the valuations are classified in level 3 of the fair value hierarchy.

(e)Deferred compensation plan assets consist of life insurance policies held under a Rabbi Trust. Assets held in the Rabbi Trust are valued based on the cash surrender value of the insurance contract, which is determined based on the fair value of the underlying assets included in the insurance portfolio and are therefore classified within level 3 of the fair value hierarchy.

(f)The fair value of the deferred compensation plan liability is derived based on the fair value of the underlying assets in the insurance policies and is therefore classified within level 3 of the fair value hierarchy.

The following table provides a roll-forward of the fair value of earn-out consideration categorized as level 3 in the fair value hierarchy for the three and nine months ended September 30, 2024 and 2025:


	Three months ended September 30,				Nine months ended September 30,
	2024		2025		2024		2025
Opening balance	$	—	$	77,500	$	—	$	—
Earn-out consideration payable in connection with acquisitions	—		—		—		77,500
Closing balance	$	—	$	77,500	$	—	$	77,500

The following table provides a roll-forward of the fair value of deferred compensation plan assets categorized as level 3 in the fair value hierarchy for the three and nine months ended September 30, 2024 and 2025:


	Three months ended September 30,				Nine months ended September 30,
	2024		2025		2024		2025
Opening balance	$	56,992	$	68,356	$	51,983	$	61,549
Additions (net of redemption)	747		834		1,547		3,179
Change in fair value of deferred compensation plan assets (Note a)	3,252		4,089		7,461		8,551
Closing balance	$	60,991	$	73,279	$	60,991	$	73,279

(a)Changes in the fair value of plan assets are reported in “other income (expense), net” in the consolidated statements of income.

GENPACT LIMITED AND ITS SUBSIDIARIES

Notes to the Consolidated Financial Statements

(Unaudited)

(In thousands, except per share data and share count)

5. Fair value measurements (Continued)

The following table provides a roll-forward of the fair value of deferred compensation plan liabilities categorized as level 3 in the fair value hierarchy for the three and nine months ended September 30, 2024 and 2025:


	Three months ended September 30,				Nine months ended September 30,
	2024		2025		2024		2025
Opening balance	$	56,311	$	67,732	$	51,354	$	60,924
Additions (net of redemption)	746		834		1,547		3,179
Change in fair value of deferred compensation plan liabilities (Note a)	3,297		4,097		7,453		8,560
Closing balance	$	60,354	$	72,663	$	60,354	$	72,663

(a)Changes in the fair value of deferred compensation plan liabilities are reported in “selling, general and administrative expenses” in the consolidated statements of income.

GENPACT LIMITED AND ITS SUBSIDIARIES

Notes to the Consolidated Financial Statements

(Unaudited)

(In thousands, except per share data and share count)

6. Derivative financial instruments

The Company is exposed to the risk of rate fluctuations on its foreign currency assets and liabilities and on foreign currency denominated forecasted cash flows and interest rates. The Company has established risk management policies, including the use of derivative financial instruments to hedge foreign currency assets and liabilities, foreign currency denominated forecasted cash flows and interest rate risk. These derivative financial instruments consist of deliverable and non-deliverable forward foreign exchange contracts, treasury rate locks and interest rate swaps. The Company enters into these contracts with counterparties that are banks or other financial institutions, and the Company considers the risk of non-performance by such counterparties not to be material. The forward foreign exchange contracts and interest rate swaps mature during a period of up to 51 months and the forecasted transactions are expected to occur during the same period.

The following table presents the aggregate notional principal amounts of outstanding derivative financial instruments together with the related balance sheet exposure:


	Notional principal amounts (Note a)				Balance sheet exposure asset (liability) (Note b)
	As of December 31, 2024		As of September 30, 2025		As of December 31, 2024		As of September 30, 2025
Foreign exchange forward contracts denominated in:
United States Dollars (sell) Indian Rupees (buy)	$	2,413,000	$	2,470,754	$	(36,478)	$	(64,005)
United States Dollars (sell) Mexican Peso (buy)	71,000		66,000		(8,188)		1,081
United States Dollars (sell) Philippines Peso (buy)	161,400		181,800		(3,274)		(3,941)
Euro (sell) United States Dollars (buy)	219,706		339,202		10,282		(12,963)
Singapore Dollar (buy) United States Dollars (sell)	12,000		12,000		(407)		588
Euro (sell) Romanian Leu (buy)	67,144		28,166		(156)		240
Japanese Yen (sell) Chinese Renminbi (buy)	34,507		45,570		3,402		981
United States Dollars (sell) Chinese Renminbi (buy)	46,800		79,500		(1,883)		(947)
Pound Sterling (sell) United States Dollars (buy)	15,507		71,191		463		(198)
United States Dollars (sell) Hungarian Font (buy)	21,000		41,250		(1,611)		2,630
Australian Dollars (sell) Indian Rupees (buy)	109,490		145,431		3,556		(5,212)
United States Dollars (sell) Polish Zloty (buy)	39,000		21,000		(1,190)		2,199
Japanese Yen (sell) United States Dollars (buy)	7,000		7,000		366		221
Israeli Shekel (buy) United States Dollars (sell)	20,000		30,000		454		2,690
South African Rand (sell) United States Dollars (buy)	32,000		22,000		1,725		(1,633)
United States Dollars (sell) Brazilian Real (buy)	4,000		4,000		(314)		760
United States Dollars (sell) Costa Rica Colon (buy)	13,000		15,000		231		316
United States Dollars (sell) Canadian Dollar (buy)	9,000		9,000		(352)		(168)
United States Dollars (sell) Malaysian Ringgit (buy)	5,000		17,750		(169)		239
Interest rate swaps (floating to fixed)	234,375		225,000		(3,155)		(5,190)
					$	(36,698)	$	(82,312)

(a)Notional amounts are key elements of derivative financial instrument agreements but do not represent the amount exchanged by counterparties and do not measure the Company’s exposure to credit, foreign exchange, interest rate or market risks. However, the amounts exchanged are based on the notional amounts and other provisions of the underlying derivative financial instrument agreements. Notional amounts are denominated in U.S. dollars.

(b)Balance sheet exposure is denominated in U.S. dollars and denotes the mark-to-market impact of the derivative financial instruments on the reporting date.

GENPACT LIMITED AND ITS SUBSIDIARIES

Notes to the Consolidated Financial Statements

(Unaudited)

(In thousands, except per share data and share count)

6. Derivative financial instruments (Continued)

FASB guidance on derivatives and hedging requires companies to recognize all derivative instruments as either assets or liabilities at fair value in the balance sheet. In accordance with FASB guidance on derivatives and hedging, the Company designates foreign exchange forward contracts, interest rate swaps and treasury rate locks as cash flow hedges. Foreign exchange forward contracts are entered into to cover the effects of future exchange rate variability on forecasted revenues and purchases of services, and interest rate swaps and treasury rate locks are entered into to cover interest rate fluctuation risk. In addition to this program, the Company uses derivative instruments that are not accounted for as hedges under FASB guidance in order to hedge foreign exchange risks related to balance sheet items, such as receivables and intercompany borrowings, that are denominated in currencies other than the Company’s underlying functional currency.

The fair value of the Company’s derivative instruments and their location in the Company’s financial statements are summarized in the table below:


	Cash flow hedges				Non-designated
	As of December 31, 2024		As of September 30, 2025		As of December 31, 2024		As of September 30, 2025
Assets
Prepaid expenses and other current assets	$	11,855	$	6,738	$	5,419	$	5,160
Other assets	$	4,727	$	1,859	$	—	$	—

Liabilities
Accrued expenses and other current liabilities	$	24,436	$	37,076	$	12,990	$	20,643
Other liabilities	$	21,273	$	38,350	$	—	$	—

Cash flow hedges

For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain (loss) on the derivative instrument is reported as a component of other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged transaction is recognized in the consolidated statements of income. Gains (losses) on the derivatives, representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness, are recognized in earnings as incurred.

In March 2021, the Company executed a treasury rate lock agreement for $350,000 in connection with future interest payments to be made on its senior notes issued in March 2021 by Genpact Luxembourg S.à r.l. (“Genpact Luxembourg”) and Genpact USA, Inc. (“Genpact USA”), both wholly-owned subsidiaries of the Company, and the treasury rate lock was designated as a cash flow hedge. The treasury rate lock agreement was terminated on March 23, 2021 and a deferred gain was recorded in accumulated other comprehensive income. This gain is being amortized to interest expense over the life of the 2021 Senior Notes (as defined in Note 11 below). The remaining gain to be amortized related to the treasury rate lock agreement as of December 31, 2024 and September 30, 2025 was $206 and $85, respectively.

In May 2024, the Company executed treasury rate lock agreements for $400,000 in connection with future interest payments to be made on its senior notes issued in June 2024 by Genpact Luxembourg and Genpact USA, and the treasury rate locks were designated as cash flow hedges. These treasury rate lock agreements were terminated on May 30, 2024 and a deferred loss was recorded in accumulated other comprehensive income. This loss is being amortized to interest expense over the life of the 2024 Senior Notes (as defined in Note 11 below). The remaining loss to be amortized related to the treasury rate lock agreements as of December 31, 2024 and September 30, 2025 was $351 and $292, respectively.

GENPACT LIMITED AND ITS SUBSIDIARIES

Notes to the Consolidated Financial Statements

(Unaudited)

(In thousands, except per share data and share count)

6. Derivative financial instruments (Continued)

In connection with cash flow hedges, the gains (losses) recorded as a component of other comprehensive income (loss) (“OCI”), and the related tax effects are summarized below:


	Three months ended September 30,
	2024						2025
	Before tax Amount		Tax (Expense) or Benefit		Net of tax Amount		Before tax Amount		Tax (Expense) or Benefit		Net of tax Amount
Opening balance	$	11,651	$	(3,927)	$	7,724	$	(9,293)	$	3,215	$	(6,078)
Net gains (losses) reclassified into statement of income on completion of hedged transactions	2,696		(755)		1,941		(4,202)		1,211		(2,991)
Changes in fair value of effective portion of outstanding derivatives, net	(24,537)		7,895		(16,642)		(61,945)		14,814		(47,131)
Gain (loss) on cash flow hedging derivatives, net	(27,233)		8,650		(18,583)		(57,743)		13,603		(44,140)
Closing balance	$	(15,582)	$	4,723	$	(10,859)	$	(67,036)	$	16,818	$	(50,218)


	Nine months ended September 30,
	2024						2025
	Before tax Amount		Tax (Expense) or Benefit		Net of tax Amount		Before tax Amount		Tax (Expense) or Benefit		Net of tax Amount
Opening balance	$	805	$	146	$	951	$	(29,271)	$	6,809	$	(22,462)
Net gains (losses) reclassified into statement of income on completion of hedged transactions	9,241		(2,527)		6,714		(10,123)		2,732		(7,391)
Changes in fair value of effective portion of outstanding derivatives, net	(7,146)		2,050		(5,096)		(47,888)		12,741		(35,147)
Gain (loss) on cash flow hedging derivatives, net	(16,387)		4,577		(11,810)		(37,765)		10,009		(27,756)
Closing balance	$	(15,582)	$	4,723	$	(10,859)	$	(67,036)	$	16,818	$	(50,218)

The gains or losses recognized in other comprehensive income (loss) and their effects on financial performance are summarized below:


Derivatives in Cash Flow Hedging Relationships	Amount of Gain (Loss) recognized in OCI on Derivatives (Effective Portion)								Location of Gain (Loss) reclassified from OCI into Statement of Income (Effective Portion)	Amount of Gain (Loss) reclassified from OCI into Statement of Income (Effective Portion)
	Three months ended September 30,				Nine months ended September 30,					Three months ended September 30,				Nine months ended September 30,
	2024		2025		2024		2025			2024		2025		2024		2025
Forward foreign exchange contracts	$	(22,556)	$	(62,013)	$	(7,666)	$	(45,461)	Revenue	$	414	$	(613)	$	1,326	$	231
Interest rate swaps	(1,981)		68		917		(2,427)		Cost of revenue	1,569		(3,052)		5,617		(8,771)
Treasury rate lock	—		—		(397)		—		Selling, general and administrative expenses	214		(430)		1,054		(1,252)
									Interest expense	499		(107)		1,244		(331)
	$	(24,537)	$	(61,945)	$	(7,146)	$	(47,888)		$	2,696	$	(4,202)	$	9,241	$	(10,123)

GENPACT LIMITED AND ITS SUBSIDIARIES

Notes to the Consolidated Financial Statements

(Unaudited)

(In thousands, except per share data and share count)

6. Derivative financial instruments (Continued)

There were no gains (losses) recognized in the statement of income on the ineffective portion of derivatives designated as cash flow hedges and excluded from effectiveness testing for the three and nine months ended September 30, 2024 and 2025, respectively.

Non-designated Hedges


		Amount of Gain (Loss) recognized in Statement of Income on Derivatives
		Three months ended September 30,				Nine months ended September 30,
Derivatives not designated as hedging instruments	Location of Gain (Loss) recognized in Statement of Income on Derivatives	2024		2025		2024		2025
Forward foreign exchange contracts (Note a)	Foreign exchange gains (losses), net	$	(3,473)	$	(21,770)	$	(3,908)	$	(13,294)
		$	(3,473)	$	(21,770)	$	(3,908)	$	(13,294)

(a)These forward foreign exchange contracts were entered into to hedge fluctuations in foreign exchange rates for recognized balance sheet items such as receivables and intercompany borrowings and were not originally designated as hedges under FASB guidance on derivatives and hedging. Realized gains (losses) and changes in the fair value of these derivatives are recorded in foreign exchange gains, net in the consolidated statements of income.

7. Prepaid expenses and other current assets

Prepaid expenses and other current assets consist of the following:


	As of December 31, 2024		As of September 30, 2025
Advance income and non-income taxes	$	69,668	$	55,769
Contract asset (Note 19)	32,572		39,184
Prepaid expenses	43,936		55,054
Derivative instruments (Note 6)	17,274		11,898
Employee advances	3,186		3,487
Deposits	3,886		4,153
Advances to suppliers	6,377		2,705
Others	32,994		18,541
Total	$	209,893	$	190,791

GENPACT LIMITED AND ITS SUBSIDIARIES

Notes to the Consolidated Financial Statements

(Unaudited)

(In thousands, except per share data and share count)

8. Property, plant and equipment, net

The following table provides the gross and net amount of property, plant and equipment:


	As of December 31, 2024		As of September 30, 2025
Property, plant and equipment, gross*	$	787,509	$	774,092
Less: Accumulated depreciation and amortization	(579,566)		(593,438)
Property, plant and equipment, net	$	207,943	$	180,654

*Including capital work in progress

Depreciation expense on property, plant and equipment for the three months ended September 30, 2024 and 2025 was $13,752 and $14,076, respectively, and for the nine months ended September 30, 2024 and 2025 was $40,937 and $41,068, respectively. Computer software amortization for the three months ended September 30, 2024 and 2025 was $490 and $519, respectively, and for the nine months ended September 30, 2024 and 2025 was $1,538 and $1,594, respectively.

9. Goodwill and intangible assets

The following table presents the changes in goodwill for the year ended December 31, 2024 and the nine months ended September 30, 2025:


	For the year ended December 31, 2024		For the nine months ended September 30, 2025
Opening balance	$	1,683,782	$	1,669,769
Goodwill relating to acquisitions consummated during the period	—		111,925
Impact of measurement period adjustments	—		346
Effect of exchange rate fluctuations	(14,013)		1,760
Closing balance	$	1,669,769	$	1,783,800

The following table presents the changes in goodwill by reporting unit for the year ended December 31, 2024:


	Financial Services		Consumer and Healthcare		High Tech and Manufacturing		Total
Opening balance	$	408,674	$	592,780	$	682,328	$	1,683,782
Effect of exchange rate fluctuations	(3,677)		(4,983)		(5,353)		(14,013)
Closing balance	$	404,997	$	587,797	$	676,975	$	1,669,769

The following table presents the changes in goodwill by reporting unit for the nine months ended September 30, 2025:


	Financial Services		Consumer and Healthcare		High Tech and Manufacturing		Total
Opening balance	$	404,997	$	587,797	$	676,975	$	1,669,769
Goodwill relating to acquisitions consummated during the period	6,132		88,519		17,274		111,925
Impact of measurement period adjustments	19		274		53		346
Effect of exchange rate fluctuations	909		816		35		1,760
Closing balance	$	412,057	$	677,406	$	694,337	$	1,783,800

GENPACT LIMITED AND ITS SUBSIDIARIES

Notes to the Consolidated Financial Statements

(Unaudited)

(In thousands, except per share data and share count)

9. Goodwill and intangible assets (Continued)

The total amount of goodwill deductible for tax purposes was $237,125 and $215,825 as of December 31, 2024 and September 30, 2025, respectively.

The Company’s intangible assets are as follows:


	As of December 31, 2024						As of September 30, 2025
	Gross carrying amount		Accumulated amortization & Impairment		Net		Gross carrying amount		Accumulated amortization & Impairment		Net
Customer-related intangible assets	$	468,500	$	451,285	$	17,215	$	514,759	$	456,364	$	58,395
Marketing-related intangible assets	97,607		93,609		3,998		102,203		98,907		3,296
Technology-related intangible assets	131,853		126,116		5,737		137,161		127,483		9,678
	$	697,960	$	671,010	$	26,950	$	754,123	$	682,754	$	71,369

Amortization expenses for intangible assets acquired as part of a business combination and disclosed in the consolidated statements of income under amortization of acquired intangible assets for the three months ended September 30, 2024 and 2025 were $6,495 and $8,285, respectively, and for the nine months ended September 30, 2024 and 2025 were $19,980 and $16,922, respectively.

Amortization expenses for internally-developed and other intangible assets disclosed in the consolidated statements of income under cost of revenue and selling, general and administrative expenses for the three months ended September 30, 2024 and 2025 were $534 and $920, respectively, and for the nine months ended September 30, 2024 and 2025 were $1,490 and $2,238, respectively.

10. Short-term borrowings

The Company has the following borrowing facilities:

a.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 September 30, 2025, the limits available were $22,421 and $26,785, respectively, of which $8,482 and $8,319, respectively, was utilized, constituting non-funded drawdown.

GENPACT LIMITED AND ITS SUBSIDIARIES

Notes to the Consolidated Financial Statements

(Unaudited)

(In thousands, except per share data and share count)

10. Short-term borrowings (Continued)

b.A fund-based and non-fund based revolving credit facility of $650,000, which the Company obtained by entering into an amended and restated credit agreement (the "2022 Credit Agreement") with Genpact USA, Genpact Global Holdings (Bermuda) Limited ("GGH") and Genpact Luxembourg, each wholly owned subsidiaries of the Company (Genpact Luxembourg, Genpact USA and GGH, collectively, the "Borrowers"), as borrowers, Wells Fargo, National Association ("Wells Fargo"), as administrative agent, swingline lender and issuing bank, and the lenders and other parties thereto on December 13, 2022. The term loan and revolving credit facility under the 2022 Credit Agreement expire on December 13, 2027. Borrowings under the 2022 Credit Agreement bear interest at a rate equal to, at the election of the Company, 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 0.0%) plus an applicable margin equal to 1.375% per annum or a base rate plus an applicable margin equal to 0.375% per annum. The unutilized amount on the revolving credit facility under the 2022 Credit Agreement bore a commitment fee of 0.20% as of December 31, 2024 and September 30, 2025. As of December 31, 2024 and September 30, 2025, a total of $1,532 and $1,257, respectively, was utilized, of which $0 and $0, respectively, constituted funded drawdown and $1,532 and $1,257, respectively, constituted non-funded drawdown. The 2022 Credit Agreement contains certain customary covenants, including a maximum leverage covenant and a minimum interest coverage ratio. As of December 31, 2024 and September 30, 2025, the Company was in compliance with the financial covenants of the 2022 Credit Agreement.

11. Long-term debt

In December 2022, the Company amended its existing credit facility under its amended and restated credit agreement entered into in August 2018 and entered into the 2022 Credit Agreement, which is comprised of a $530,000 term loan and a $650,000 revolving credit facility. The 2022 Credit Agreement is guaranteed by the Company and certain of its subsidiaries. The obligations under the 2022 Credit Agreement are unsecured.

Borrowings under the 2022 Credit Agreement bear interest at a rate equal to, at the election of the Company, 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. (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 the Company is not, or after making the payment would not be, in compliance with certain financial covenants contained in the 2022 Credit Agreement. These covenants require the Company to maintain a net debt to EBITDA leverage ratio of less than 3x and an interest coverage ratio of more than 3x. As of September 30, 2025, the Company was in compliance with the terms of the 2022 Credit Agreement, including all of the financial covenants therein. The Company’s 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 September 30, 2025, the amount outstanding under the Company's term loan, net of debt amortization expense of $911 and $665, was $476,089 and $456,460, respectively.

Indebtedness under the 2022 Credit Agreement is unsecured. The amount outstanding on the term loan as of September 30, 2025 requires quarterly payments of $6,625, and the balance of the loan is due and payable upon the maturity of the term loan on December 13, 2027.

GENPACT LIMITED AND ITS SUBSIDIARIES

Notes to the Consolidated Financial Statements

(Unaudited)

(In thousands, except per share data and share count)

11. Long-term debt (Continued)

The maturity profile of the term loan outstanding as of September 30, 2025, net of debt amortization expense, is as follows:


Year ended	Amount
2025	$	6,544
2026	26,192
2027	423,724
Total	$	456,460

In March 2021, Genpact Luxembourg and Genpact USA co-issued $350,000 aggregate principal amount of 1.750% senior notes (the “2021 Senior Notes”). The 2021 Senior Notes are fully guaranteed by the Company. The total debt issuance cost of $3,032 incurred in connection with the 2021 Senior Notes is being amortized over the life of the 2021 Senior Notes as additional interest expense. As of December 31, 2024 and September 30, 2025, the amount outstanding under the 2021 Senior Notes, net of debt amortization expense of $766 and $316, respectively, was $349,234 and $349,684, respectively, which is payable on April 10, 2026.

In June 2024, Genpact Luxembourg and Genpact USA co-issued $400,000 aggregate principal amount of 6.000% senior notes (the “2024 Senior Notes,” and together with the 2021 Senior Notes, the "Senior Notes"). The 2024 Senior Notes are fully guaranteed by the Company. The total debt issuance cost of $4,395 incurred in connection with the 2024 Senior Notes is being amortized over the life of the 2024 Senior Notes as additional interest expense. As of December 31, 2024 and September 30, 2025, the amount outstanding under the 2024 Senior Notes, net of debt amortization expense of $3,883 and $3,226, respectively, was $396,117 and $396,773, respectively, which is payable on June 4, 2029.

The Company pays interest on (i) the 2021 Senior Notes semi-annually in arrears on April 10 and October 10 of each year and (ii) the 2024 Senior Notes semi-annually in arrears on June 4 and December 4 of each year, ending on the maturity dates of April 10, 2026 and June 4, 2029, respectively. The Company, at its option, may redeem the Senior Notes at any time in whole or in part, at a redemption price equal to (i) 100% of the principal amount of the notes redeemed, together with accrued and unpaid interest on the redeemed amount, and (ii) if the notes are redeemed prior to, in the case of the 2021 Senior Notes, March 10, 2026, and in the case of the 2024 Senior Notes, May 4, 2029, a specified “make-whole” premium. Additionally, the Company may redeem any series of Senior Notes in whole, but not in part, at any time at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest to the redemption date, in the event of certain changes in taxation in any jurisdiction (other than the U.S.) having authority to tax the issuers. Upon certain change of control transactions, the applicable issuer or issuers will be required to make an offer to repurchase the Senior Notes at a price equal to 101% of the aggregate principal amount of the Senior Notes, plus accrued and unpaid interest. The interest rate payable on the 2021 Senior Notes is subject to adjustment if the credit rating of the 2021 Senior Notes is downgraded, up to a maximum increase of 2.0%. The Senior Notes are subject to certain customary covenants, including limitations on the ability of the Company and certain of its subsidiaries to incur debt secured by liens, engage in certain sale and leaseback transactions and consolidate, merge, convey or transfer their assets substantially as an entirety. During the period ended September 30, 2025, the Company and its applicable subsidiaries were in compliance with the covenants under the Senior Notes.

GENPACT LIMITED AND ITS SUBSIDIARIES

Notes to the Consolidated Financial Statements

(Unaudited)

(In thousands, except per share data and share count)

11. Long-term debt (Continued)

A summary of the Company’s long-term debt is as follows:


	As of December 31, 2024		As of September 30, 2025
Credit facility, net of amortization expenses	$	476,089	$	456,460
1.750% 2021 Senior Notes, net of debt amortization expenses	349,234		349,684
6.000% 2024 Senior Notes, net of debt amortization expenses	396,117		396,773
Total	$	1,221,440	$	1,202,917
Current portion	26,173		375,871
Non-current portion	1,195,267		827,046
Total	$	1,221,440	$	1,202,917

12. Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consist of the following:


	As of December 31, 2024		As of September 30, 2025
Accrued expenses	$	199,555	$	206,971
Accrued employee cost	328,090		314,687
Statutory liabilities	78,267		79,622
Retirement benefits	2,219		1,823
Compensated absences	28,157		31,729
Derivative instruments (Note 6)	37,426		57,719
Contract liabilities (Note 19)	101,853		125,338
Finance leases liability	8,581		10,124
Earn-out consideration	—		77,500
Deferred compensation plan liability (Note 5)	3,813		3,301
Other liabilities	25,033		36,624
	$	812,994	$	945,438

GENPACT LIMITED AND ITS SUBSIDIARIES

Notes to the Consolidated Financial Statements

(Unaudited)

(In thousands, except per share data and share count)

13. Other liabilities

Other liabilities consist of the following:


	As of December 31, 2024		As of September 30, 2025
Accrued expenses	$	60,905	$	100,323
Accrued employee cost	2,854		4,341
Retirement benefits	13,843		16,188
Compensated absences	48,527		53,938
Derivative instruments (Note 6)	21,273		38,350
Contract liabilities (Note 19)	50,336		61,168
Finance leases liability	8,811		10,115
Deferred compensation plan liability (Note 5)	57,111		69,362
Others	5,381		6,261
	$	269,041	$	360,046

14. Employee benefit plans

The Company has employee benefit plans in the form of certain statutory and other programs covering its employees.

Defined benefit plans

In accordance with Indian law, the Company maintains a defined benefit retirement plan covering substantially all of its Indian employees. In accordance with Mexican law, the Company provides termination benefits to all of its Mexican employees. In addition, certain of the Company’s subsidiaries in the Philippines, Israel and Japan sponsor defined benefit retirement plans.

Net defined benefit plan costs for the three and nine months ended September 30, 2024 and 2025 include the following components:


	Three months ended September 30,				Nine months ended September 30,
	2024		2025		2024		2025
Service costs	$	4,274	$	4,657	$	12,891	$	14,208
Interest costs	1,994		2,170		6,028		6,523
Amortization of actuarial loss	60		76		182		227
Expected return on plan assets	(1,351)		(1,710)		(4,069)		(5,160)
Net defined benefit plan costs	$	4,977	$	5,193	$	15,032	$	15,798

GENPACT LIMITED AND ITS SUBSIDIARIES

Notes to the Consolidated Financial Statements

(Unaudited)

(In thousands, except per share data and share count)

14. Employee benefit plans (Continued)

Defined contribution plans

During the three and nine months ended September 30, 2024 and 2025, the Company contributed the following amounts to defined contribution plans in various jurisdictions:


	Three months ended September 30,				Nine months ended September 30,
	2024		2025		2024		2025
India	$	14,029	$	15,623	$	40,517	$	45,499
U.S.	4,664		4,463		15,815		14,564
U.K.	4,227		5,808		14,246		14,873
China	7,315		7,221		21,625		21,991
Other Regions	4,487		5,746		14,009		15,698
Total	$	34,722	$	38,861	$	106,212	$	112,625

Deferred compensation plan

On July 1, 2018, Genpact LLC, a wholly-owned subsidiary of the Company, adopted an executive deferred compensation plan (the “Plan”). The Plan provides a select group of U.S.-based members of Company management with the opportunity to defer from 1% to 80% of their base salary and from 1% to 100% of their qualifying bonus compensation (or such other minimums or maximums as determined by the Plan administrator from time to time) pursuant to the terms of the Plan. Participant deferrals are 100% vested at all times. The Plan also allows for discretionary supplemental employer contributions by the Company, in its sole discretion, which will be subject to a two-year vesting schedule (50% vesting on the one-year anniversary of approval of the contribution and 50% vesting on the second year anniversary of approval of the contribution) or such other vesting schedule as determined by the Company. However, no such contributions have been made by the Company to date.

The Plan also provides an option for participants to elect to receive deferred compensation and earnings thereon on either fixed date(s) no earlier than two years following the applicable Plan year (or end of the applicable performance period for performance-based bonus compensation) or following a separation from service, in each case either in a lump sum or in annual installments over a term of up to 15 years. Participants can elect to change or re-defer their rights to receive the deferred compensation until the 10th anniversary following their separation from service, subject to fulfillment of certain conditions. Each Plan participant’s compensation deferrals are credited or debited with notional investment gains and losses equal to the performance of selected hypothetical investment funds offered under the Plan and elected by the participant.

The Company has investments in funds held in Company-owned life insurance policies which are held in a Rabbi Trust that are classified as trading securities. Management determines the appropriate classification of the securities at the time they are acquired and evaluates the appropriateness of such classifications at each balance sheet date.

The liability for the deferred compensation plan was $60,924 and $72,663 as of December 31, 2024 and September 30, 2025, respectively, and is included in “accrued expenses and other current liabilities” and “other liabilities” in the consolidated balance sheets.

In connection with the administration of the Plan, the Company has purchased Company-owned life insurance policies insuring the lives of certain employees. The cash surrender value of these policies was $61,549 and $73,279 as of December 31, 2024 and September 30, 2025, respectively. The cash surrender value of these insurance policies is included in “other assets” in the consolidated balance sheets.

GENPACT LIMITED AND ITS SUBSIDIARIES

Notes to the Consolidated Financial Statements

(Unaudited)

(In thousands, except per share data and share count)

14. Employee benefit plans (Continued)

During the three months ended September 30, 2024 and 2025, the change in the fair value of Plan assets was $3,252 and $4,089, respectively, and during the nine months ended September 30, 2024 and 2025, the change in the fair value of Plan assets was $7,461 and $8,551, respectively, which is included in “other income (expense), net,” in the consolidated statements of income. During the three months ended September 30, 2024 and 2025, the change in the fair value of deferred compensation liabilities was $3,297 and $4,097, respectively, and during the nine months ended September 30, 2024 and 2025, the change in the fair value of deferred compensation liabilities was $7,453 and $8,560, respectively, which is included in “selling, general and administrative expenses.”

15. Stock-based compensation

The Company has granted stock-based awards, including options, restricted share unit awards and performance share unit awards, under the Genpact Limited 2007 Omnibus Incentive Compensation Plan (the “2007 Omnibus Plan”) and the Genpact Limited 2017 Omnibus Incentive Compensation Plan (the “2017 Omnibus Plan”) to eligible persons, including employees, directors and certain other persons associated with the Company.

Under the 2007 Omnibus Plan, shares underlying options forfeited, expired, terminated or cancelled under any of the Company’s predecessor plans were added to the number of shares otherwise available for grant under the 2007 Omnibus Plan. The 2007 Omnibus Plan was amended and restated on April 11, 2012 to increase the number of common shares authorized for issuance by 5,593,200 shares to 15,000,000 shares. Further, during the year ended December 31, 2012, the number of common shares authorized for issuance under the 2007 Omnibus Plan was increased by 8,858,823 shares as a result of a one-time adjustment to outstanding unvested share awards in connection with a special dividend payment.

On May 9, 2017, the Company’s shareholders approved the adoption of the 2017 Omnibus Plan, pursuant to which 15,000,000 Company common shares are available for issuance. The 2017 Omnibus Plan was amended and restated on April 5, 2019 and April 5, 2022 to increase the number of common shares authorized for issuance by 8,000,000 shares to 23,000,000 shares and by 3,500,000 shares to 26,500,000 shares, respectively. No grants may be made under the 2007 Omnibus Plan after the date of adoption of the 2017 Omnibus Plan. Grants that were outstanding under the 2007 Omnibus Plan as of the date of the Company’s adoption of the 2017 Omnibus Plan remain subject to the terms of the 2007 Omnibus Plan.

Stock-based compensation costs relating to the foregoing plans during the three months ended September 30, 2024 and 2025 were $19,516 and $21,994, respectively, and for the nine months ended September 30, 2024 and 2025 were $46,381 and $63,335, respectively, and have been allocated to “cost of revenue” and “selling, general and administrative expenses.”

Stock options

All options granted under the 2007 Omnibus Plan and 2017 Omnibus Plan are exercisable into common shares of the Company, have a contractual period of ten years and vest over three to five years unless specified otherwise in the applicable award agreement. The Company recognizes compensation cost over the vesting period of the option.

Compensation cost is determined at the date of grant by estimating the fair value of an option using the Black-Scholes option-pricing model.

No options were granted in the nine months ended September 30, 2024 and September 30, 2025.

GENPACT LIMITED AND ITS SUBSIDIARIES

Notes to the Consolidated Financial Statements

(Unaudited)

(In thousands, except per share data and share count)

15. Stock-based compensation (Continued)

A summary of stock option activity during the nine months ended September 30, 2025 is set out below:


	Nine months ended September 30, 2025
	Shares arising out of options	Weighted average exercise price		Weighted average remaining contractual life (years)	Aggregate intrinsic value
Outstanding as of January 1, 2025	5,347,556	$	35.31	4.4	—
Granted	—	—		—	—
Forfeited	(53,600)	44.90		—	—
Expired	—	—		—	—
Exercised	(185,920)	36.32		—	1,849
Outstanding as of September 30, 2025	5,108,036	35.17		3.7	41,982
Vested as of September 30, 2025 and expected to vest thereafter (Note a)	5,076,129	35.09		3.7	41,976
Vested and exercisable as of September 30, 2025	4,280,186	33.12		3.3	41,517
Weighted average grant date fair value of grants during the period	—

(a)Options expected to vest reflect an estimated forfeiture rate.

As of September 30, 2025, the total remaining unrecognized stock-based compensation cost for options expected to vest amounted to $2,060, which will be recognized over the weighted average remaining requisite vesting period of 0.9 years.

GENPACT LIMITED AND ITS SUBSIDIARIES

Notes to the Consolidated Financial Statements

(Unaudited)

(In thousands, except per share data and share count)

15. Stock-based compensation (Continued)

Restricted share units

The Company has granted restricted share units (“RSUs”) under the 2007 Omnibus Plan and 2017 Omnibus Plan. Each RSU represents the right to receive one common share. The fair value of each RSU is the market price of one common share of the Company on the date of grant. The RSUs granted to date have graded vesting schedules of three months to four years. The compensation expense is recognized on a straight-line basis over the vesting term. A summary of RSU activity during the nine months ended September 30, 2025 is set out below:


	Nine months ended September 30, 2025
	Number of Restricted Share Units	Weighted Average Grant Date Fair Value
Outstanding as of January 1, 2025	2,134,269	$	36.71
Granted	1,136,637	48.02
Vested (Note a)	(810,027)	37.27
Forfeited	(196,237)	39.32
Outstanding as of September 30, 2025	2,264,642	41.96
Expected to vest (Note b)	2,069,059

(a)810,027 RSUs vested during the nine months ended September 30, 2025, in respect of which 502,558 shares (net of minimum statutory tax withholding) were issued.

(b)The number of RSUs expected to vest reflects the application of an estimated forfeiture rate.

22,551 RSUs vested in the year ended December 31, 2024, in respect of which 13,626 shares were issued during the nine months ended September 30, 2025 after withholding shares to the extent of minimum statutory withholding taxes.

47,193 RSUs vested in the year ended December 31, 2023, in respect of which 46,982 shares were issued during the nine months ended September 30, 2025 after withholding shares to the extent of minimum statutory withholding taxes.

As of September 30, 2025, the total remaining unrecognized stock-based compensation cost related to RSUs amounted to $56,833, which will be recognized over the weighted average remaining requisite vesting period of 2.0 years.

Performance units

The Company also grants stock awards in the form of performance units (“PUs”) and has granted PUs under both the 2007 Omnibus Plan and 2017 Omnibus Plan.

Each PU represents the right to receive one common share at a future date based on the Company’s performance against specified targets. PUs granted to date have vesting schedules of approximately six months to three years. PUs granted under the plans are subject to cliff vesting. The compensation expense for such awards is recognized on a straight-line basis over the vesting terms.

For PUs granted prior to 2023, the fair value of each PU was the market price of one common share of the Company on the date of grant and the performance period for such grants was one year. For PUs that have a performance period of one year, the Company’s estimate of the number of shares to be issued is adjusted upward or downward based upon the probability of achievement of the performance targets. The ultimate number of shares issued and the related compensation cost recognized is based on a comparison of the final performance metrics to the specified targets.

GENPACT LIMITED AND ITS SUBSIDIARIES

Notes to the Consolidated Financial Statements

(Unaudited)

(In thousands, except per share data and share count)

15. Stock-based compensation (Continued)

For the PUs granted annually beginning in 2023, the performance period of the awards increased to three years from one year. The number of PUs that will ultimately vest under the PU awards granted in 2024 and 2025 will be determined, subject to certain conditions and limitations, based on the Company’s achievement of the performance targets set forth in the awards as well as its total shareholder return ("TSR") relative to the TSR of the companies included as of the beginning of the performance period in the S&P 400 Midcap Index (the “Peer Group”) over the three-year performance period.

The grant date fair value for PUs granted in 2024 and 2025 is determined using a Monte Carlo simulation model. This model simulates a range of possible future share prices and estimates the probabilities of the potential payouts. This model also incorporates the following assumptions:

•The historical volatility for the companies in the Peer Group was measured using the most recent three-year period.

•The risk-free interest rate is based on the U.S. Treasury rate assumption commensurate with the three-year performance period.

•For determining the TSR of the Company and the companies in the Peer Group, dividends are assumed to have been reinvested in the stock of the issuing entities on a continuous basis.

•The correlation coefficients used to model the way in which each entity tends to move in relation to each other are based upon the price data used to calculate historical volatility.

The fair value of each PU granted to employees in the nine months ended September 30, 2024 and September 30, 2025 was estimated on the date of grant using the following valuation assumptions:


	Nine months ended September 30, 2024					Nine months ended September 30, 2025
Dividend yield	1.62	%	—	1.81	%	1.37	%
Expected life (years)	2.38		—	2.80		2.81
Risk-free rate for expected life	3.83	%	—	4.37	%	3.89	%
Volatility for expected life	24.24	%	—	26.33	%	25.78	%

A summary of PU activity during the nine months ended September 30, 2025 is set out below:


	Nine months ended September 30, 2025
	Number of Performance Units	Weighted Average Grant Date Fair Value		Maximum Shares Eligible to Receive
Outstanding as of January 1, 2025	3,257,804	$	39.77	6,204,877
Granted	874,139	53.92		2,097,934
Vested (Note a)	(1,154,998)	44.50		(1,154,998)
Forfeited	(290,064)	39.45		(696,154)
Outstanding as of September 30, 2025	2,686,881	42.38		6,451,659
Expected to vest (Note b)	2,755,910

(a)1,154,998 PUs vested during the nine months ended September 30, 2025, in respect of which 738,490 shares (net of minimum statutory tax withholding) were issued during the nine months ended September 30, 2025.

(b)The number of PUs expected to vest is based on the probable achievement of the performance targets after considering an estimated forfeiture rate.

GENPACT LIMITED AND ITS SUBSIDIARIES

Notes to the Consolidated Financial Statements

(Unaudited)

(In thousands, except per share data and share count)

15. Stock-based compensation (Continued)

As of September 30, 2025, the total remaining unrecognized stock-based compensation cost related to PUs amounted to $62,212, which will be recognized over the weighted average remaining requisite vesting period of 1.9 years.

Employee Stock Purchase Plan (ESPP)

On May 1, 2008, the Company adopted the Genpact Limited U.S. Employee Stock Purchase Plan and the Genpact Limited International Employee Stock Purchase Plan (together, the “ESPP”). In April 2018, these plans were amended and restated, and their terms were extended to August 31, 2028.

The ESPP allows eligible employees to purchase the Company’s common shares through payroll deductions at 90% of the closing price of the Company’s common shares on the last business day of each purchase interval. The dollar amount of common shares purchased under the ESPP cannot exceed 15% of the participating employee’s base salary, subject to a cap of $25 per employee per calendar year. With effect from September 1, 2009, the offering periods commence on the first business day in March, June, September and December of each year and end on the last business day of the subsequent May, August, November and February. 4,200,000 common shares have been reserved for issuance in the aggregate over the term of the ESPP.

During the nine months ended September 30, 2024 and 2025, 261,281 and 178,811 common shares, respectively, were issued under the ESPP.

The ESPP is considered compensatory under FASB guidance on Compensation-Stock Compensation.

The compensation expense for the ESPP is recognized in accordance with FASB guidance on Compensation—Stock Compensation. The compensation expense for the ESPP during the three months ended September 30, 2024 and 2025 was $210 and $227, respectively, and for the nine months ended September 30, 2024 and 2025 was $895 and $720, respectively, and has been allocated to cost of revenue and selling, general and administrative expenses.

16. Capital stock

Share repurchases

The Board of Directors of the Company (the “Board”) has authorized repurchases of up to $2,750,000 under the Company’s existing share repurchase program, including $500,000 approved in the first quarter of 2025. Under the program, shares may be purchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.

During the nine months ended September 30, 2024 and 2025, the Company repurchased 4,720,308 and 3,919,239 of its common shares, respectively, on the open market at a weighted average price of $35.50 and $46.68 per share, respectively, for an aggregate cash amount of $167,562 and $182,944, respectively. All repurchased shares have been retired.

The Company records repurchases of its common shares on the settlement date of each transaction. Shares purchased and retired are deducted to the extent of their par value from common shares and from retained earnings for the excess over par value. Direct costs incurred to acquire the shares are included in the total cost of the shares purchased. For the nine months ended September 30, 2024 and 2025, retained earnings were reduced by the direct costs, including taxes, related to share repurchases of $294 and $978, respectively.

$464,061 remained available for share repurchases under the Company’s existing share repurchase program as of September 30, 2025. This repurchase program does not obligate the Company to acquire any specific number of shares and does not specify an expiration date.

GENPACT LIMITED AND ITS SUBSIDIARIES

Notes to the Consolidated Financial Statements

(Unaudited)

(In thousands, except per share data and share count)

16. Capital stock (Continued)

Dividend

On February 8, 2024, the Company announced that its Board approved an 11% increase in its quarterly cash dividend to $0.1525 per share, up from $0.1375 per share in 2023, representing an annual dividend of $0.61 per common share, up from $0.55 per share in 2023, payable to holders of the Company’s common shares. On March 26, 2024, June 26, 2024, and September 25, 2024, the Company paid a dividend of $0.1525 per share, amounting to $27,492, $27,337 and $26,939 in the aggregate, to shareholders of record as of March 11, 2024, June 10, 2024, and September 11, 2024, respectively.

On February 6, 2025, the Company announced that its Board approved an 11% increase in its quarterly cash dividend to $0.17 per share, up from $0.1525 per share in 2024, representing a planned annual dividend of $0.68 per common share, up from $0.61 per share in 2024, payable to holders of the Company’s common shares. On March 26, 2025, June 30, 2025 and September 25, 2025, the Company paid a dividend of $0.17 per share, amounting to $29,784, $29,624 and $29,293 in the aggregate, to shareholders of record as of March 11, 2025, June 18, 2025 and September 11, 2025, respectively.

17. Earnings per share

The Company calculates earnings per share in accordance with FASB guidance on earnings per share. Basic and diluted earnings per common share give effect to the change in the number of Company common shares outstanding. The calculation of basic earnings per common share is determined by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the respective periods. The potentially dilutive shares, consisting of outstanding options on common shares, RSUs, common shares to be issued under the ESPP and PUs, have been included in the computation of diluted net earnings per share and the number of weighted average shares outstanding, except where the result would be anti-dilutive.

The number of shares subject to stock awards outstanding but not included in the computation of diluted earnings per common share because their effect was anti-dilutive is 2,774,924 and 952,901 for the nine months ended September 30, 2024 and 2025, respectively, and 2,768,762 and 1,121,406 for the three months ended September 30, 2024 and 2025, respectively.


	Three months ended September 30,				Nine months ended September 30,
	2024		2025		2024		2025
Net income	$	132,818	$	145,831	$	371,755	$	409,400
Weighted average number of common shares used in computing basic earnings per common share	177,595,400		173,576,957		179,221,213		174,572,169
Dilutive effect of stock-based awards	2,118,823		2,527,620		1,633,469		2,625,187
Weighted average number of common shares used in computing dilutive earnings per common share	179,714,223		176,104,577		180,854,682		177,197,356
Earnings per common share
Basic	$	0.75	$	0.84	$	2.07	$	2.35
Diluted	$	0.74	$	0.83	$	2.06	$	2.31

GENPACT LIMITED AND ITS SUBSIDIARIES

Notes to the Consolidated Financial Statements

(Unaudited)

(In thousands, except per share data and share count)

18. Segment reporting

The Company's operating segments are significant strategic business units that align its products and services with how it manages its business, approaches key markets and interacts with its clients.

The Company’s reportable segments are as follows: (i) Financial Services, (ii) Consumer and Healthcare, and (iii) High Tech and Manufacturing.

The Company’s Chief Executive Officer, who has been identified as the Chief Operating Decision Maker ("CODM"), is presented with operating segment revenue and operating segment adjusted income from operations ("AOI"). The CODM uses both revenue and AOI to review the monthly and quarterly performance of the Company's operating segments. The CODM uses AOI, which is gross margin and G&A expenditures, to assess capacity for investments in each segment, including sales capacity, delivery resources, offerings and solutions, or partnerships. The Company does not allocate, and therefore the CODM does not evaluate, stock-based compensation expenses, amortization of acquired intangible assets, unallocated corporate expenses, foreign exchange gain/(loss), interest income/(expense), restructuring (expense)/income, acquisition related expenses, gains/(loss) from businesses held for sale, including impairment charges, other income/(expense), or income taxes by segment. Unallocated corporate expenses primarily represent the impact of certain under or over-absorption of overhead, write-downs of property, plant and equipment and right-of-use assets, and allowances for credit losses, which are not allocated to the Company’s segments for management’s internal reporting purposes. The Company’s operating assets and liabilities pertain to multiple segments. The Company manages assets and liabilities on a total company basis, not by operating segment, and therefore asset and liability information and capital expenditures by operating segment are not presented to the CODM and are not reviewed by the CODM.

The Company adopted ASU No. 2023-07, "Segment Reporting" (Topic 280), during the year ended December 31, 2024 and has provided the additional segment related information required by ASU 2023-07 for the three and nine months ended September 30, 2025 and for the comparative three and nine months ended September 30, 2024. Accordingly, the Company has identified cost of revenue as the significant segment expense that is provided to the CODM on a regular basis. The Company has also provided information related to other segment items.

GENPACT LIMITED AND ITS SUBSIDIARIES

Notes to the Consolidated Financial Statements

(Unaudited)

(In thousands, except per share data and share count)

18. Segment reporting (Continued)

Revenues, cost of revenue, other segment items and adjusted income from operations for each of the Company’s segments for the three months ended September 30, 2024 were as follows:


	Net revenues		Cost of Revenue		Other segment items*		AOI
Financial Services	$	331,552	$	210,898	$	62,383	$	58,271
Consumer and Healthcare	426,065		275,753		75,847		74,465
High Tech and Manufacturing	453,332		292,860		79,292		81,180
Net revenues	$	1,210,949
Unallocated corporate expenses					955		(955)
Stock-based compensation expense							(19,726)
Amortization of acquired intangible assets							(6,494)
Foreign exchange gains, net							1,133
Interest income (expense), net							(12,387)
Income tax expense							(42,669)
Net income							$	132,818

*Other segment items primarily includes selling, general and administrative expenses (excluding stock-based compensation expenses), other operating (income) expense, net and other income (expense), net.

GENPACT LIMITED AND ITS SUBSIDIARIES

Notes to the Consolidated Financial Statements

(Unaudited)

(In thousands, except per share data and share count)

18. Segment reporting (Continued)

Revenues, cost of revenue, other segment items and adjusted income from operations for each of the Company’s segments for the three months ended September 30, 2025 were as follows:


	Net revenues		Cost of Revenue		Other segment items*		AOI
Financial Services	$	342,793	$	215,407	$	63,409	$	63,977
Consumer and Healthcare	429,805		278,836		78,756		72,213
High Tech and Manufacturing	518,659		327,359		90,123		101,177
Net revenues	$	1,291,257
Unallocated corporate expenses					8,460		(8,460)
Stock-based compensation							(22,221)
Amortization of acquired intangible assets							(8,227)
Foreign exchange gains, net							3,678
Interest income (expense), net							(12,785)
Income tax expense							(43,521)
Net income							$	145,831

GENPACT LIMITED AND ITS SUBSIDIARIES

Notes to the Consolidated Financial Statements

(Unaudited)

(In thousands, except per share data and share count)

18. Segment reporting (Continued)

Revenues, cost of revenue, other segment items and adjusted income from operations for each of the Company’s segments for the nine months ended September 30, 2024 were as follows:


	Net revenues		Cost of Revenue		Other segment items*		AOI
Financial Services	$	957,164	$	612,046	$	186,749	$	158,369
Consumer and Healthcare	1,253,441		813,388		228,066		211,987
High Tech and Manufacturing	1,307,793		848,670		234,304		224,819
Net revenues	$	3,518,398
Unallocated corporate expenses					1,921		(1,921)
Stock-based compensation							(47,276)
Amortization of acquired intangible assets							(19,963)
Foreign exchange gains, net							4,424
Interest income (expense), net							(36,167)
Income tax expense							(122,517)
Net income							$	371,755

GENPACT LIMITED AND ITS SUBSIDIARIES

Notes to the Consolidated Financial Statements

(Unaudited)

(In thousands, except per share data and share count)

18. Segment reporting (Continued)

Revenues, cost of revenue, other segment items and adjusted income from operations for each of the Company’s segments for the nine months ended September 30, 2025 were as follows:


	Net revenues		Cost of Revenue		Other segment items*		AOI
Financial Services	$	1,008,630	$	636,036	$	186,968	$	185,626
Consumer and Healthcare	1,278,854		831,281		229,005		218,568
High Tech and Manufacturing	1,473,117		944,567		257,242		271,308
Net revenues	$	3,760,601
Unallocated corporate expenses					19,591		(19,591)
Stock-based compensation							(64,055)
Amortization of acquired intangible assets							(16,860)
Foreign exchange gains, net							5,343
Interest income (expense), net							(37,716)
Acquisition-related expenses							(1,310)
Income tax expense							(131,913)
Net income							$	409,400

GENPACT LIMITED AND ITS SUBSIDIARIES

Notes to the Consolidated Financial Statements

(Unaudited)

(In thousands, except per share data and share count)

19. Net revenues

Disaggregation of revenue

Prior to the quarter commencing April 1, 2025, the Company disaggregated its 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, the Company now also disaggregates its revenue as revenue from Advanced Technology Solutions or Core Business Services.

Data-Tech-AI includes revenues from data and AI, digital technology, advisory, agentic solutions, decision support services, and technology services.

Digital Operations includes revenues from services related to running client operations, as well as certain IT support services for legacy applications, including end-user computing support and infrastructure production support.

In the following table, the Company’s revenue is disaggregated between Data-Tech-AI and Digital Operations:


	Three months ended September 30,				Nine months ended September 30,
	2024		2025		2024		2025
Data-Tech-AI	$	569,420	$	622,400	$	1,639,298	$	1,803,614
Digital Operations	641,529		668,857		1,879,100		1,956,987
Net revenues	$	1,210,949	$	1,291,257	$	3,518,398	$	3,760,601

Advanced Technology Solutions includes revenues from solutions and services focused on data and AI, digital technology, advisory and agentic solutions.

Core Business services includes revenues from decision support services and technology services as well as Digital Operations.

In the following table, the Company’s revenue is disaggregated by the nature of solutions and services provided between Advanced Technology Solutions and Core Business Services:


	Three months ended September 30,				Nine months ended September 30,
	2024		2025		2024		2025
Advanced Technology Solutions	$	259,184	$	310,986	$	748,494	$	881,268
Core Business Services	951,765		980,271		2,769,904		2,879,333
Net revenues	$	1,210,949	$	1,291,257	$	3,518,398	$	3,760,601

All three of the Company's segments include revenue from each of the service types included in the tables above. See Note 18 for additional information.

Contract balances

Contract assets represent the contract acquisition fees or other upfront fees paid to a customer. Such costs are amortized over the expected period of benefit and recorded as an adjustment to the transaction price and deducted from revenue. The Company’s assessment did not indicate any significant impairment losses on its contract assets for the periods presented.

Contract liabilities include that portion of revenue for which payments have been received in advance from customers. The Company also defers revenues attributable to certain process transition activities for which costs have been capitalized by the Company as contract fulfillment costs. Consideration received from customers, if any, relating to such transition activities is also included as part of contract liabilities. The contract liabilities are included within “Accrued expenses and other current liabilities” and “Other liabilities” in the consolidated balance sheets. The revenues are recognized as (or when) the performance obligation is fulfilled pursuant to the contract with the customer.

GENPACT LIMITED AND ITS SUBSIDIARIES

Notes to the Consolidated Financial Statements

(Unaudited)

(In thousands, except per share data and share count)

19. Net revenues (Continued)

The following table shows the details of the Company’s contract balances:


	As of December 31, 2024		As of September 30, 2025
Contract assets (Note a)	$	48,980	$	67,382
Contract liabilities (Note b)
Deferred transition revenue	$	106,769	$	115,596
Advance from customers	$	45,420	$	70,910

(a)Included in "prepaid expenses and other current assets" and "other assets" in the consolidated balance sheet.

(b)Included in "accrued expenses and other current liabilities" and "other liabilities" in the consolidated balance sheet.

Changes in the Company’s contract asset and liability balances during the three and nine months ended September 30, 2024 and 2025 were a result of normal business activity and not materially impacted by any other factors.

The amount of revenue recognized during the three months ended September 30, 2024 and 2025 that was included in the Company's contract liabilities balance at the beginning of each period was $53,189 and $51,149, respectively, and the amount of revenue recognized during the nine months ended September 30, 2024 and 2025 that was included in the Company's contract liabilities balance at the beginning of the period was $98,750 and $94,555, respectively.

The following table includes estimated revenue expected to be recognized in the future related to remaining performance obligations as of September 30, 2025:


Particulars	Total		Less than 1 year		1-3 years		3-5 years		After 5 years
Transaction price allocated to remaining performance obligations	$	186,506	$	125,338	$	46,706	$	13,441	$	1,021

The following table provides details of the Company’s contract cost assets:


	Three months ended September 30,								Nine months ended September 30,
	2024				2025				2024				2025
Particulars	Sales incentive programs		Transition activities		Sales incentive programs		Transition activities		Sales incentive programs		Transition activities		Sales incentive programs		Transition activities
Opening balance	$	40,252	$	163,150	$	36,486	$	171,012	$	41,964	$	160,579	$	41,348	$	159,552
Closing balance	40,078		160,362		35,591		168,547		40,078		160,362		35,591		168,547
Amortization	7,604		20,060		6,580		22,428		21,286		57,075		18,549		60,711

GENPACT LIMITED AND ITS SUBSIDIARIES

Notes to the Consolidated Financial Statements

(Unaudited)

(In thousands, except per share data and share count)

20. Other operating (income) expense, net


	Three months ended September 30,				Nine months ended September 30,
	2024		2025		2024		2025
Write-down of property, plant and equipment	$	—	$	710	$	—	$	710
Write-down of operating lease right-of-use assets	$	—	$	7,024	$	—	$	7,024
Other operating (income) expense	$	(22)	$	(110)	$	(5,561)	$	(266)
Other operating (income) expense, net	$	(22)	$	7,624	$	(5,561)	$	7,468

21. Interest income (expense), net


	Three months ended September 30,				Nine months ended September 30,
	2024		2025		2024		2025
Interest income	$	10,323	$	5,140	$	22,718	$	15,929
Interest expense	(22,710)		(17,925)		$	(58,885)	(53,645)
Interest income (expense), net	$	(12,387)	$	(12,785)	$	(36,167)	$	(37,716)

22. Income taxes

The Company determines its tax provision for interim periods using an estimate of its annual effective tax rate adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter, the Company updates its estimate of the annual effective tax rate, and if its estimated tax rate changes, the Company makes a cumulative adjustment.

The Company’s effective tax rate (“ETR”) was 23.0% for the three months ended September 30, 2025, down from 24.3% for the three months ended September 30, 2024. The decrease in the Company’s ETR in the three months ended September 30, 2025 was primarily driven by the mix of the Company's pre-tax income and the impact of discrete items.

The Company’s ETR was 24.4% for the nine months ended September 30, 2025, down from 24.8% for the nine months ended September 30, 2024. The decrease in the Company’s ETR in the nine months ended September 30, 2025 was primarily driven by the mix of the Company's pre-tax income and the impact of discrete items.

23. Commitments and contingencies

Capital commitments

As of December 31, 2024 and September 30, 2025, the Company has committed to spend $25,309 and $19,783, respectively, under agreements to purchase property, plant and equipment. This amount is net of capital advances paid in respect of these purchases.

Bank guarantees

The Company has outstanding bank guarantees and letters of credit amounting to $10,014 and $9,576 as of December 31, 2024 and September 30, 2025, respectively. Bank guarantees are generally provided to government agencies or for leases. These guarantees may be revoked if the beneficiary suffers any losses or damages through the breach of any of the covenants contained in the agreements governing such guarantees.

GENPACT LIMITED AND ITS SUBSIDIARIES

Notes to the Consolidated Financial Statements

(Unaudited)

(In thousands, except per share data and share count)

23. Commitments and contingencies (Continued)

Other commitments

Certain units of the Company’s Indian subsidiaries are established as Software Technology Parks of India units or Special Economic Zone (“SEZ”) units under the relevant regulations issued by the Government of India. These units are exempt from customs and other duties on imported and indigenous capital goods, stores and spares. SEZ units are also exempt from the Indian Goods and Services Tax that was introduced in India in 2017. The Company has undertaken to pay taxes and duties, if any, in respect of capital goods, stores, spares and services consumed duty-free, in the event that certain terms and conditions are not fulfilled.

Contingency

(a) In February 2019, there was a judicial pronouncement in India with respect to defined contribution benefit payments interpreting certain statutory defined contribution obligations of employees and employers. If applied retrospectively, the interpretation would result in an increase in contributions payable by the Company for past periods for certain of its India-based employees. Due to a lack of interpretive guidance and based on legal advice the Company has obtained on the matter, it is currently impracticable to reliably estimate the timing and amount of any payments the Company may be required to make. Accordingly, the Company will await further clarity to evaluate the amount of a potential provision, if any.

(b) The Indian taxing authorities ("ITA") have issued assessment orders to certain subsidiaries of the Company seeking to assess income tax on certain transactions that occurred in 2015. The Company has received demands for potential tax claims related to these orders in an aggregate amount of $102,153, including interest through the date of the orders. This amount excludes penalties or interest accrued since the date of the orders. The Company is pursuing appeals before the relevant appellate authorities in respect of these orders. Further, in respect of a 2015 transaction, the ITA has attempted to revise a previously closed assessment. In 2022, the Income Tax Appellate Tribunal of India (the "Tribunal") ruled in favor of the Company denying the ITA's ability to revise the assessment, and the ITA appealed this ruling before the Delhi High Court. In January 2023, notwithstanding the Tribunal’s decision in the Company's favor, the ITA issued a revised assessment order to the Company, and in March 2023, this assessment order was struck down by the Tribunal. The ITA then filed an appeal to the Delhi High Court challenging the decision of the Tribunal. In December 2024, the Delhi High Court dismissed the ITA's appeal of the Tribunal's order, upholding the Company’s position. Although the ITA can appeal to the Supreme Court of India, the Company believes that it is more likely than not that the Company’s position will ultimately prevail in respect of these transactions. Accordingly, no unrecognized tax benefit has been provided with respect to this matter as of September 30, 2025.

(c) In September 2020, the Indian Parliament approved new labor codes, including the Code on Social Security, 2020 (the “Code”), which will impact the Company’s contributions to its defined benefit plans for employees based in India. The Code has not yet been made effective, and the rules for different states are in the process of being framed. The Company has carried out a preliminary evaluation of the impact the Code will have on the Company. The final impact will be assessed after the Code becomes effective and the related rules are published.

24. Subsequent events

Dividend

On October 9, 2025, the Company announced that its Board of Directors declared a dividend for the fourth quarter of 2025 of $0.17 per common share, which is payable on December 23, 2025 to shareholders of record as of the close of business on December 9, 2025. The declaration of any future dividends will be at the discretion of the Board of Directors and subject to Bermuda and other applicable laws.

Item 2. 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 consolidated financial statements and the related notes that appear elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2024 and with the information under the heading “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. In addition to historical information, this discussion includes forward-looking statements and information that involves risks, uncertainties and assumptions, including but not limited to those listed below and under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024.

Special Note Regarding Forward-Looking Statements

We have made statements in this Quarterly Report on Form 10-Q (the “Quarterly Report”) in, among other sections, Part I, Item 2—“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 in Part I, Item 1A—“Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024.

Forward-looking statements we may make 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 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 other 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 U.S. 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 Form 10-K, Form 10-Q and Form 8-K reports to the Securities and Exchange Commission (the “SEC”).

Macroeconomic and geopolitical environment

Our results of operations are affected by economic and geopolitical conditions, including the overall inflationary environment and 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 intensified globally. The ongoing conflict between Russia and Ukraine and instability 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. 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 on our business or our clients’ businesses.

For additional information about the risks we face, see Part I, Item 1A—“Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024.

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 several 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 quarter ended September 30, 2025, and we do not expect it to materially change our effective income tax rate for 2025.

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 147,000 employees serving clients from more than 35 countries. Our registered office is located at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda.

In the quarter ended September 30, 2025, we recorded net revenues of $1,291.3 million. $622.4 million of our total net revenues was from Data-Tech-AI and the remaining $668.9 million was from Digital Operations. Net revenues from Advanced Technology Solutions were $311.0 million and net revenues from Core Business Services were $980.3 million.

Critical Accounting Policies and Estimates

For a description of our critical accounting policies and estimates, see Note 2—“Summary of significant accounting policies” under Part I, Item 1—“Unaudited Consolidated Financial Statements” above, as well as Part II, Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” and Note 2—“Summary of significant accounting policies” under Part IV, Item 15—“Exhibits and Financial Statement Schedules” in our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no material changes to our critical accounting policies and estimates during the nine months ended September 30, 2025 from those described in our Annual Report on Form 10-K for the year ended December 31, 2024.

Due to rounding, the numbers presented in the tables or in the narrative included in this “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations” may not add up precisely to the totals provided.

Results of Operations

The following table sets forth certain data from our consolidated statements of income for the three and nine months ended September 30, 2024 and 2025.


													Percentage Change Increase/(Decrease)
	Three months ended September 30,						Nine months ended September 30,						Three months ended September 30,		Nine months ended September 30,
	2024			2025			2024			2025			2025 vs. 2024		2025 vs. 2024
	(dollars in millions)						(dollars in millions)
Net revenues	$	1,210.9		$	1,291.3		$	3,518.4		$	3,760.6		6.6	%	6.9	%
Cost of revenue	779.5			821.6			2,274.1			2,411.9			5.4	%	6.1	%
Gross profit	431.4			469.7			1,244.3			1,348.7			8.9	%	8.4	%
Gross profit margin	35.6		%	36.4		%	35.4		%	35.9		%
Operating expenses
Selling, general and administrative expenses	243.3			262.1			718.0			769.6			7.7	%	7.2	%
Amortization of acquired intangible assets	6.5			8.3			20.0			16.9			27.6	%	(15.3)	%
Other operating (income) expense, net	0.0			7.6			(5.6)			7.5			NM*		NM*
Income from operations	181.7			191.6			511.9			554.7			5.5	%	8.4	%
Income from operations as a percentage of net revenues	15.0		%	14.8		%	14.5		%	14.8		%
Foreign exchange gains, net	1.1			3.7			4.4			5.3			224.6	%	20.8	%
Interest income (expense), net	(12.4)			(12.8)			(36.2)			(37.7)			3.2	%	4.3	%
Other income (expense), net	5.1			6.8			14.1			18.9			33.9	%	34.1	%
Income before income tax expense	175.5			189.4			494.3			541.3			7.9	%	9.5	%
Income tax expense	42.7			43.5			122.5			131.9			2.0	%	7.7	%
Net income	$	132.8		$	145.8		$	371.8		$	409.4		9.8	%	10.1	%
Net income as a percentage of net revenues	11.0		%	11.3		%	10.6		%	10.9		%

*Not Meaningful

Three Months Ended September 30, 2025 compared to the Three Months Ended September 30, 2024

Net revenues. Our net revenues were $1,291.3 million in the third quarter of 2025, up $80.3 million, or 6.6%, from $1,210.9 million in the third quarter of 2024.

Adjusted for foreign exchange, primarily the impact of changes in the values of the euro, British pound and Japanese yen against the U.S. dollar, our net revenues grew 6.0% in the third quarter of 2025 compared to the third quarter of 2024 on a constant currency1 basis. We provide information about our revenue growth on a constant currency1 basis so that our revenue may be viewed without the impact of foreign currency exchange rate fluctuations, thereby facilitating period-to-period comparisons of our business performance.

Our average headcount increased by 6.8% to approximately 146,800 in the third quarter of 2025 from approximately 137,500 in the third quarter of 2024.

Prior to the quarter commencing 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 Advanced Technology Solutions or Core Business Services.

Net revenues disaggregated between Data-Tech-AI and Digital Operations were as follows:


	Three months ended September 30,				Percentage Change Increase/(Decrease)
	2024		2025		2025 vs. 2024
	(dollars in millions)
Data-Tech-AI	$	569.4	$	622.4	9.3	%
Digital Operations	641.5		668.9		4.3	%
Net revenues	$	1,210.9	$	1,291.3	6.6	%

Net revenues from Data-Tech-AI in the third quarter of 2025 were $622.4 million, up $53.0 million, or 9.3%, from $569.4 million in the third quarter of 2024. This increase was largely driven by increased demand for our data and AI solutions and services as well as technology services in the third quarter of 2025 compared to the third quarter of 2024.

Net revenues from Digital Operations in the third quarter of 2025 were $668.9 million, up $27.3 million, or 4.3%, from $641.5 million in the third quarter of 2024, primarily due to ramp-ups of services from recently signed deals.

Net revenues disaggregated between Advanced Technology Solutions and Core Business Services were as follows:


	Three months ended September 30,				Percentage Change Increase/(Decrease)
	2024		2025		2025 vs. 2024
	(dollars in millions)
Advanced Technology Solutions	$	259.2	$	311.0	20.0	%
Core Business Services	951.8		980.3		3.0	%
Net revenues	$	1,210.9	$	1,291.3	6.6	%

Net revenues from Advanced Technology Solutions in the third quarter of 2025 were $311.0 million, up $51.8 million, or 20.0%, from $259.2 million in the third quarter of 2024. This increase was largely driven by increased demand for our data and AI solutions and services in the third quarter of 2025 compared to the third quarter of 2024.

Net revenues from Core Business Services in the third quarter of 2025 were $980.3 million, up $28.5 million, or 3.0%, from $951.8 million in the third quarter of 2024, primarily due to an increase in revenue from Digital Operations and technology services in the third quarter of 2025 compared to the third quarter of 2024.

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.

Net revenues by reportable segment were as follows:


	Three months ended September 30,				Percentage Change Increase/(Decrease)
	2024		2025		2025 vs. 2024
	(dollars in millions)
Financial Services	$	331.6	$	342.8	3.4	%
Consumer and Healthcare	426.1		429.8		0.9	%
High Tech and Manufacturing	453.3		518.7		14.4	%
Net revenues	$	1,210.9	$	1,291.3	6.6	%

Net revenues from our Financial Services and Consumer and Healthcare segments increased by 3.4% and 0.9%, respectively, in the third quarter of 2025 compared to the third quarter of 2024, largely due to an increase in demand for our Advanced Technology Solutions. Net revenues from our High Tech and Manufacturing segment increased by 14.4% in the third quarter of 2025 compared to the third quarter of 2024, primarily driven by ramp-ups of services from recently signed deals and an increase in demand for our Advanced Technology Solutions and technology services.

Cost of revenue. Cost of revenue was $821.6 million in the third quarter of 2025, up $42.1 million, or 5.4%, from $779.5 million in the third quarter of 2024. This increase was primarily due to an increase in our operational headcount to support revenue growth, wage inflation and an increase in costs for resold partnership technologies, partially offset by reduced spending on professional services in the third quarter of 2025 compared to the third quarter of 2024.

Gross margin. Our gross margin increased from 35.6% in the third quarter of 2024 to 36.4% in the third quarter of 2025 primarily due to improved operating leverage.

Selling, general and administrative (SG&A) expenses. SG&A expenses as a percentage of net revenues increased from 20.1% in the third quarter of 2024 to 20.3% in the third quarter of 2025. SG&A expenses were $262.1 million in the third quarter of 2025, up $18.8 million, or 7.7%, from $243.3 million in the third quarter of 2024. The increase was primarily due to an increase in our support headcount, wage inflation and increased strategic investments in partnerships, alliances, and other sales and marketing capabilities in the third quarter of 2025 compared to the third quarter of 2024.

Amortization of acquired intangible assets. Amortization of acquired intangible assets was $8.3 million in the third quarter of 2025, up $1.8 million, or 27.6%, from $6.5 million in the third quarter of 2024. This increase was primarily driven by the amortization of acquired intangible assets from our recent acquisition of XponentL, partially offset by the completion of useful lives of intangible assets acquired in prior periods. For additional information about the acquisition of XponentL, see Note 3—“Business Acquisitions” under Part I, Item 1—“Unaudited Consolidated Financial Statements” above.

Other operating (income) expense, net. Other operating expense (net of income) was $7.6 million in the third quarter of 2025, compared to Other operating income (net of expense) of $0.0 million in the third quarter of 2024. The increase in other operating expense (net of income) was primarily driven by the abandonment of certain leased premises in the third quarter of 2025.

Income from operations. As a result of the foregoing factors, income from operations as a percentage of net revenues decreased from 15.0% in the third quarter of 2024 to 14.8% in the third quarter of 2025. Income from operations increased by $10.0 million from $181.7 million in the third quarter of 2024 to $191.6 million in the third quarter of 2025, primarily due to higher gross margin, partially offset by higher SG&A expenses and other operating expense (income), net in the third quarter of 2025 compared to the third quarter of 2024.

Foreign exchange gains, net. We recorded a net foreign exchange gain of $3.7 million in the third quarter of 2025 compared to a gain of $1.1 million in the third quarter of 2024. The gains in the third quarters of 2025 and 2024 resulted primarily from the depreciation of the Indian rupee against the U.S. dollar.

Interest income (expense), net. Our interest expense (net of interest income) was $12.8 million in the third quarter of 2025, up $0.4 million from $12.4 million in the third quarter of 2024. Our interest income decreased from $10.3 million in the third quarter of 2024 to $5.1 million in the third quarter of 2025, due to lower interest rates and lower cash balances. This was partially offset by a decrease in interest expense largely due to (i) the absence of interest expense on our senior notes issued in 2019, which were repaid in December 2024, and (ii) lower interest expense on our term loan due to a lower SOFR and reduced volume in the third quarter of 2025 compared to the third quarter of 2024. The weighted average rate of interest on our debt, including the net impact of interest rate swaps, increased from 4.6% in the third quarter of 2024 to 4.8% in the third quarter of 2025. See the section titled “Liquidity and Capital Resources—Financial Condition” for further discussion.

Other income (expense), net. Our other income (net of expense) was $6.8 million in the third quarter of 2025, compared to $5.1 million in the third quarter of 2024, primarily due to a greater gain on the fair value of deferred compensation plan assets in the third quarter of 2025 than in the third quarter of 2024.

Income tax expense. Our income tax expense was $43.5 million in the third quarter of 2025, up from $42.7 million in the third quarter of 2024, due to higher pre-tax income, representing an effective tax rate (“ETR”) of 23.0% in the third quarter of 2025, down from 24.3% in the third quarter of 2024. The decrease in our ETR in the third quarter of 2025 was primarily driven by the mix of our pre-tax income and the impact of discrete items.

Net income. As a result of the foregoing factors, net income as a percentage of net revenues was 11.3% in the third quarter of 2025, up from 11.0% in the third quarter of 2024.

Adjusted income from operations. Adjusted income from operations (“AOI”) increased by $15.9 million, from $213.0 million in the third quarter of 2024 to $228.9 million in the third quarter of 2025. Our AOI margin increased from 17.6% in the third quarter of 2024 to 17.7% in the third quarter of 2025, largely driven by higher gross margin, partially offset by higher SG&A expense in the third quarter of 2025 compared to the third quarter of 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 expense, (ii) amortization of acquired intangible assets, (iii) foreign exchange gains, net, (iv) interest (income) expense, net, and (v) income tax expense, as we believe that our results after considering these adjustments more accurately reflect our ongoing operations. To calculate AOI margin, we divided AOI (as calculated above) by net revenue. For additional information, see Note 18—“Segment reporting” under Part I, Item 1—“Unaudited Consolidated Financial Statements” above.

The following table shows the reconciliation of AOI to net income, the most directly comparable GAAP measure, for the three months ended September 30, 2024 and 2025:


	Three months ended September 30,
	2024		2025
	(dollars in millions)
Net income	$	132.8	$	145.8
Foreign exchange gains, net	(1.1)

Genpact LTD 10-Q