1398659--3/2/2009--Genpact

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Risks Related to our Business Our results of operations could be adversely affected by economic and political conditions and the effects of these conditions on our clients' businesses and levels of business activity. GE accounts for a significant portion of our revenues and any loss of business from, or change in our relationship with, GE could have a material adverse effect on our business, results of operations and financial condition. We may be unable to manage our growth effectively and maintain effective internal controls, which could have a material adverse effect on our business, results of operations and financial condition. We may fail to attract and retain enough qualified employees to support our operations. Over the next few years we will lose certain tax benefits provided in India to companies in our industry and it is not clear whether new tax policies will provide equivalent benefits and incentives. If the transfer pricing arrangements we have among our subsidiaries are determined to be inappropriate, our tax liability may increase. New tax legislation and the results of actions by taxing authorities may have an adverse effect on our operations and our overall tax rate. We derive a significant portion of our revenues from clients in the United States. If events or conditions occur which adversely affect our ability to do business in the United States, our business, results of operations and financial condition may be materially and adversely affected. Future legislation in the United States and other jurisdictions could significantly affect the ability of our clients to utilize our services. Wage increases in the countries in which we have operations may prevent us from sustaining our competitive advantage and may reduce our profit margin. Currency exchange rate fluctuations in various currencies in which we do business, especially the Indian rupee and the U.S. dollar, could have a material adverse effect on our business, results of operations and financial condition. Restrictions on entry visas may affect our ability to compete for and provide services to clients, which could have a material adverse effect on our business and financial results. Our senior leadership team is critical to our continued success and the loss of such personnel could harm our business. We typically face a long selling cycle to secure a new contract as well as long implementation periods that require significant resource commitments, which result in a long lead time before we receive revenues from new relationships. Our profitability will suffer if we are not able to price appropriately and maintain asset utilization levels and control our costs. Our long selling cycle and implementation period make it difficult for us to prepare accurate internal financial forecasts and respond in a timely manner to offset such fluctuations. We enter into long-term contracts and fixed price contracts with our clients and we have only limited experience as an independent company in pricing such contracts. Our failure to correctly price these contracts may negatively affect our profitability. We could be liable to our clients for damages and subject to criminal liability and our reputation could be damaged if our information systems are breached or client data is compromised. We may be subject to claims for substantial damages by our clients arising out of disruptions to their businesses or inadequate service, and our insurance coverage may be inadequate. Any failures to adhere to the regulations that govern our business could result in our being unable to effectively perform our services. Failure to adhere to regulations that govern our clients' businesses could result in breaches of contract under our MSAs. Some of our contracts contain provisions which, if triggered, could result in lower future revenues and have a material adverse effect on our business, results of operation and financial condition. Our industry is highly competitive, and we may not be able to compete effectively. Our business could be materially and adversely affected if we do not protect our intellectual property or if our services are found to infringe on the intellectual property of others. A substantial portion of our assets and operations are located in India and we are subject to regulatory, economic, social and political uncertainties in India. Our Delivery Centers are at risk of damage from natural disasters and other disruptions. We may face difficulties as we expand our operations into countries in which we have no prior operating experience. Section 404 of the Sarbanes-Oxley Act of 2002 requires us to document and assess our internal control over financial reporting and requires our independent registered public accounting firm to report on the effectiveness of these controls. Any failure to maintain effective internal controls or difficulty in satisfying these requirements could adversely affect our results of operations and our stock price. Terrorist attacks and other acts of violence involving any of the countries in which we or our clients have operations could adversely affect our operations and client confidence. If more stringent labor laws become applicable to us or if our employees unionize, our profitability may be adversely affected. We may engage in strategic transactions that could create risks. Our principal shareholders will continue to exercise significant influence over us, and their interests in our business may be different from yours. We may become subject to taxation as a result of our incorporation in Bermuda, which would have a material adverse effect on our business, results of operations and financial condition. Risks Related to our Shares Future sales of our common shares could cause our share price to decline. We do not intend to pay dividends in the foreseeable future. Any dividends paid to U.S. shareholders could be subject to tax at ordinary income rates. We are organized under the laws of Bermuda, and Bermuda law differs from the laws in effect in the United States and may afford less protection to shareholders. The market price for our common shares has been and may continue to be volatile. You may be unable to effect service of process or enforce judgments obtained in the United States or Bermuda against us or our assets in the jurisdictions in which we or our executive officers operate.

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1398659--3/2/2009--Genpact_LTD