Our 20212022 performance reflectedreflects the strength of our strategic choices, and the relevance of our solutions to our clients as they accelerate their transformation journeys.

We have built a reputation as a trusted long-term partner for our clients by deliveringand delivered measurable value beyond cost and productivity through our end-to-end, domain, data and process-led solutions, leveraging analytics and digital technologies. Our agility and the dedication of our more than 100,000-person115,000-person global team has allowed us to rapidly meet the needs of our clients as the world continues to face unprecedented challenges.challenges and uncertainties.

We firmly believe that driving value for all of our stakeholders – our clients, employees, shareholders, and communities – is fundamental to our long-term success. As we continue “the relentless pursuit of a world that works better for people,” we are committed to unlocking value that will improve the world for all.

Our strategic focus on a chosen set of industry verticals and end-to-end services, coupled with the targeted investments we have made in digital, data and analytics, operational excellence, and process expertise as well as domain and functional depth, have allowed us to build the deep experience needed to help our clients navigate an increasingly complex environment.

To respondResponding to these trends, enterprises have realized that they need an ecosystemare revisiting their choices by focusing on a narrower set of partnersstrategic technology services partners. This has created new opportunities for us as a partner of choice having the essential domain depth and suite of digital and analytics capabilities to fully embrace disruption, meet increasing expectations from customers, and leverage talent and skills in a challenging labor market.transform clients’ operations end-to-end. As a result, we see bothare seeing many new opportunities with existing clients accelerating theirthat want to accelerate transformation journeys, with partners like us as well as with new clients opening upwho are now open to partnerships for the first time in orderresponse to change and transform.the many global challenges.

We believe the key reasons clients engage with us arenot only for our demonstrated success in leading complex end-to-end transformations, leveraging digital, data,but for our rich heritage in process and analytics solutions,domain depth, our deep understandinguse of industry verticals coupled with process excellence using Lean and Six Sigma principles,methodologies and our maniacal focus on client relationships, all underpinned with our culture of curiosity, courage, incisiveness, and integrity all wrappedintegrity. This unique combination gives us confidence in client-centricity.our ability to achieve our long-term financial results to drive shareholder value.

LeveragingDuring 2022, we redefined our global workforce,business around two service sets that work together to deliver tangible outcomes for our clients. The first is Data-Tech-AI services, where we partner withdesign and build solutions using data and modern technologies to help transform our clients’ businesses and operations. The second is Digital Operations services, where we transform our clients’ operations and run them globally to deliver higher levels of end-to-end performance. We believe Genpact is in a highly differentiated position in the marketplace by leveraging the powerful interlinkages between these two growth engines. The more we are engaged in Data-Tech-AI services for clients, the more we find new opportunities to transform and run clients’ operations on an ongoing basis. And the more we grow Digital Operations, the more we win new Data-Tech-AI transformation engagements.

Our results for the year reflect the non-discretionary nature of a majority of our services and the full suite of services we provide our clients to design innovative solutions to deliver business outcomesdrive cost savings, growth and build flexible operating models to create competitive advantagescash flows, while mitigating risk and generate value beyond cost and productivity.

We also continued to invest in our priority accounts, which represent a portfolio of select clients that are on significant transformation journeys that we believe have great potential to generate above average company growth. The trust and client intimacy we are building with them, across multiple buying centers, allows us to drive value for them and growth for us. During 2021, we bolstered our capabilities in experience and digital commerce, critical areas that enterprises are investing in as a response to macro trends. We use acquisitions as well as internal capability development, partnerships, and large targeted carve-outs2022, revenue from our clients to developpriority accounts grew 15% and evolve our replicable solutions, allowing us to be differentiated and win in the market.represented approximately 60% of total revenue.

OurWe have always believed that our people arerepresent our most valuable asset. Their agility, flexibility,greatest competitive advantage. Attracting, building and exceptional client focus allow usretaining talent continues to deliver meaningful outcomesbe a top priority for our clients even inus.

Over the years, we have earned a challenging macro environment. Our global team truly embodies our purpose and relentlessly pursues better outcomesreputation for all of our stakeholders.

Serving all ofESG is core to our purpose, and serving our stakeholders –— our clients, employees, shareholders and the communities in which we operate –— is an imperative for our long-term success. We are proud to be named a 2022 World’s Most Ethical Company by the Ethisphere Institute for the fourth time.

We are focusedcontinue our focus on attracting, building and retaining diverse talent. For more than a decade,Using data and carefully curated programs, we have madeare making meaningful strides in promoting a diversebridging racial and inclusive workplace, starting with gender equity then racial equity, and have since expandingexpanded to LGBTQ+ and Veterans. Around each of these programs, we are focused on attracting, building, and retaining diverse talent.veterans. We are proud of the recognitions we have received in the market for these efforts, with inclusionhaving been included in lists like Bloomberg’s 2022 Gender Equalitythe 2023 Bloomberg Gender-Equality Index Refinitiv’s 2021 Diversity and Inclusion Top 100, Avtar’s Top 10 Best Companies for Womenthe second year in India, and Forbes’ 2021 America’s Best Employers for Veterans.a row.

We are committed to bettering our planet and are driving initiatives to minimize our climate impact by making our operating facilities greener through increased use of renewable energy, continuous improvement in water consumption, and minimization of waste, including the elimination of non-essential single use plastics and recycling of food waste. We expect to disclose aannounce our net zero target in 2022 after completingtargets during 2023 and have submitted our Science-Based Target initiative (SBTi) assessment. We are proud to have been awarded a gold medal from EcoVadis in late 2021, recognizing our efforts across environmental matters as well as labor and human rights, ethics, and sustainable procurement.targets for SBTi validation.

We are excited about the role we can play to drive sustainability not only as an individual company but withfor our clients as well. Given our deep industry knowledge, strength in data and analytics, and deep familiarity with our clients’ processes, we are in a meaningful position to help our clients achieve progress on opportunity to help our clients onthem with their own ESG journeys.

We are committed to our ESG initiatives and to sharing our progress transparently with our stakeholders. Please refer to the section titled “Sustainability” in this proxy statement for more information.

Finally, it is my pleasure to invite you to the 20222023 Annual General Meeting of Shareholders of Genpact Limited to be held on Thursday, May 19, 20224, 2023 at 1155521 Fifth Avenue, of the Americas, Fourth14th Floor, New York, NY 10036.10075. The Annual General Meeting will begin at 12:9:00 p.m.a.m. Eastern Daylight Time. However, we are actively monitoring the ongoing COVID-19 pandemic and are sensitive to the public health and travel concerns our shareholders may have and the protocols that federal, state, and local governments may impose. In the event it is not possible or advisable to hold our annual meeting as currently planned, we will announce any additional or alternative arrangements for the meeting as promptly as practicable, which may include a change in venue or holding a virtual meeting. Please monitor our press releases at https://media.genpact.com for updated information. If you are planning to attend our annual meeting, please check the website in the days leading up to the meeting date.

The enclosed Notice of our 20222023 Annual General Meeting and Proxy Statement provide important information about the matters to be considered and voted upon at the annual meeting. We hope that you will read the enclosed materials and submit your voting instructions by proxy. Voting by proxy will ensure your representation at the annual meeting even if you are unable to attend the meeting in person. The Board of Directors recommends that you vote FOR each director nominee included in Proposal No. 1, and FOR Proposal Nos. 2 3 and 4, and EVERY YEAR with respect to the say-on-frequency proposal, Proposal No. 3, included in the enclosed notice.

Pursuant to the Securities and Exchange Commission rules that allow users to furnish proxy materials to shareholders over the Internet instead of a printed copy of our proxy materials to all of our shareholders, we are providing access to our proxy materials by posting them on the Internet and delivering a Notice Regarding the Availability of Proxy Materials, as more fully described in the accompanying Notice of 20222023 Annual General Meeting of Shareholders. This reduces the amount of paper necessary to produce

these materials as well as the costs associated with mailing these materials to all shareholders. On or about April 8, 2022,March 22, 2023, we will mail our shareholders a Notice Regarding the Availability of Proxy Materials containing instructions on how to access or request copies of our proxy materials and our Annual Report on Form 10-K for the year ended December 31, 2021.2022.

We have elected to use the notice and access rules adopted by the Securities and Exchange Commission to provide many of our shareholders access to our proxy materials and our Annual Report on Form 10-K by notifying you of the availability of our proxy materials and our Annual Report on Form 10-K via the Internet. The notice and access model provides the Company with a fast, efficient and lower-cost way to furnish shareholders with their proxy materials and reduces our impact on the environment. As a result, on or about April 8, 2022,March 22, 2023, we will mail our shareholders a “Notice Regarding the Availability of Proxy Materials” (the “Notice”) with instructions for how to access the proxy materials and our Annual Report on Form 10-K via the Internet (or how to request a paper copy) and how to vote online. We will also deliver printed versions of the proxy materials to shareholders who request paper copies of the proxy materials. On the date of mailing of the Notice, all shareholders will be able to access the proxy materials on a website referred to, and at the URL address included in, the Notice and in the proxy statement. These proxy materials will be available free of charge.

Whether you expect to attend the annual meeting or not, please vote your shares online or, if you request printed copies of the proxy materials, by mail or telephone. Your prompt response will ensure that your shares are represented at the annual meeting. You can change your vote and revoke your proxy at any time before the polls close at the annual meeting by following the procedures described in the accompanying proxy statement.

The board of directors has corporate governance guidelines to assist it in the exercise of its duties and responsibilities and to serve the best interests of our Company and our shareholders. These guidelines, together with our bye-laws, our committee charters and our Code of Conduct, provide a governance framework for the board of directors and its committees.

The board of directors reviews our corporate governance guidelines and other corporate governance documents from time to time and revises them when it believes it serves the interests of the Company and its shareholders to do so and in response to changing regulatory and governance requirements. The following sections provide an overview of our corporate governance practices.

You can obtain the current charters for our audit committee, compensation committee and nominating and governance committee, our corporate governance guidelines and our Code of Conduct at www.genpact.com or we will send you a copy upon request in writing to:

We are committed to governance policies and practices that are designed to serve the best interests of Genpact and our shareholders. Our governance practices and policies include the following, among other things:

Information regarding our sustainability, environmental, social, and human capital management activities is available in our “Genpact Sustainability Report” posted on our website. We have been issuing Sustainability Reports every other year since our first publication in 2011 and began publishing them annually in 2021. Our Sustainability Reports are aligned to the UN Sustainable Development Goals and make use of three of the leading sustainability reporting frameworks: the Global Reporting Initiative (GRI), Sustainability Accounting Standards Board (SASB), and Task Force on Climate-Related Financial Disclosure (TCFD). We have also participated in the Climate Disclosure Project (CDP) and EcoVadis annually since 2016.

We encourage you to learn more about our many sustainability initiatives and our progress towards meeting our goals, including with respect to human capital management, by reviewing our “Genpact Sustainability Report” located on the Corporate Governance section of our website at www.genpact.com/investors. Our website address is provided for convenience only. We are not including the information on our website, or any information which may be linked through our website, such as our Sustainability Report, as a part of this proxy statement, nor is any such information incorporated herein.

Pursuant to the corporate governance listing standards of the New York Stock Exchange (“NYSE”), a director employed by us cannot be deemed to be an “independent director,” and consequently Mr. Tyagarajan is not an independent director. The board has determined that none of the other director nominees has a material relationship with us for purposes of the NYSE corporate governance listing standards and accordingly each is independent under such NYSE standards.

In considering whether to recommend any particular candidate for inclusion in the board of directors’ slate of recommended director nominees, the nominating and governance committee applies the criteria set forth in our Corporate Governance Guidelines. These criteria include the candidate'scandidate’s integrity, knowledge of our business and industry, experience, diligence, absence of any conflicts of interest and the ability to act in the interests of all shareholders. The committee does not assign specific weights to particular criteria and no particular criterion is a prerequisite for each prospective nominee. We believe that the backgrounds and qualifications of our directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow the board of directors to fulfill its responsibilities.

While we do not have a formal or informal diversity policy for board membership, the nominating and governance committee is committed to considering diversity in accordance with its charter, and it seeks out candidates with diverse experience and perspectives, including diversity with respect to gender, age, race, ethnicity, geography, and areas of expertise. The nominating and governance committee and the board of directors believe that considering diversity is consistent with the goal of creating a board of directors that best serves the needs of the Company and the interests of its shareholders, and it is one of the many factors that they consider when identifying individuals for board membership. When considering candidates as potential board members, the board of directors and the nominating and governance committee evaluate each candidate'scandidate’s ability to contribute to the diversity of the board.

The nominating and governance committee and the board of directors also believe that diversity with respect to tenure is important in order to balance the fresh perspectives brought by newer directors with the deep institutional knowledge and experience of our longer tenured directors. Our director nominees have an averagea median tenure of sixseven years. Our shortest-serving director nominee has served on our board for one year,two years, and our longest-serving director nominee has served on our board for 1718 years. Since 2019, we have added four new directors to our board of directors, replacing fivesix directors who completed their impactful tenures on our board.

Select characteristics of our director nominees are set forth below:

The board of directors has responsibility for establishing broad corporate policies and reviewing our overall performance rather than day-to-day operations. The board of directors'directors’ primary responsibility is to oversee the management of Genpact and, in so doing, serve the best interests of the Company. Subject to the recommendations of the compensation committee and the nominating and governance committee, respectively, the board of directors selects, evaluates and provides for the succession of executive officers, and the board of directors nominates for election at annual general shareholder meetings individuals to serve as directors of Genpact and elects individuals to fill any vacancies on the board of directors to the extent not filled by shareholders in general meetings. The board of directors reviews and approves corporate objectives and strategies, and evaluates significant policies and proposed major commitments of corporate resources. Management keeps the directors informed of Company activity through presentations at board of directors and committee meetings.

The board of directors met, in person or telephonically, 10ten times in 2021.2022. During 2021, each2022, all of our directors attended 88% or moreat least 84%, and an average of 89%, of the total number of meetings of the board of directors and the committees of which such director was a member during the period of time he or she served on such committee. Our Corporate Governance Guidelines set forth our policy that directors are expected to attend annual general meetings of shareholders. All eleven of our directors attended the 20212022 annual meeting.

The board of directors has standing audit, compensation and nominating and governance committees. Each committee has a charter that has been approved by the board of directors. Each committee must review the appropriateness of its charter and perform a self-evaluation at least annually. Mr. Tyagarajan is the only director who is an employee of Genpact, and he does not participate in any meeting, or portions of any meeting, at which his compensation or performance is evaluated. All members of all committees are non-employee directors and the board of directors has determined that all of the members of our three standing committees are independent as defined under the rules of the NYSE, and, in the case of all members of the audit committee, the independence requirements contemplated by Rule 10A-3 under the Securities Exchange Act of 1934, as amended.amended (the “Exchange Act”).

The table below sets forth the committees of our board, the composition of each committee and the number of meetings of each committee during 2021.2022.

The tables below set forth the primary responsibilities of each committee of our board. The lists of responsibilities set forth below are not exhaustive. A complete list of each committee'scommittee’s responsibilities can be found in the charter for each committee, available on our website, www.genpact.com.

The positions of Chair of the board of directors and CEO have historically been separated at Genpact. Keeping these positions separate allows our CEO to focus on our day-to-day business, while allowing the Chair of the board of directors to lead the board in its exercise of business judgment to promote the long-term interests of our shareholders by providing strategic direction and overseeing management. The board of directors believes that keeping these positions separate is the appropriate leadership structure for us at this time.

As set forth in its charter, the nominating and governance committee oversees the board, committee and individual director evaluation process. Annually, the nominating and governance committee determines the appropriate form of evaluation and considers the design of the process to ensure it is both meaningful and effective.

From time to time, the board of directors engages an independent third party with experience in board evaluations and organizational effectiveness to lead the board evaluation. The last time the board engaged a third party to lead the board evaluation process was in 2019. In 2021,2022, the board led its own self-evaluation process, which included written evaluations of the board as a whole each committee and individual directors and was led by the Chair of the nominating and governance committee. The process also included one-on-one interviews between the Chair of the nominating and governance committee and each other member of the board. The evaluation process engaged our directors on a wide range of topics, including board and committee structure, board dynamics and operations, and board, committee and individual director effectiveness and performance. Following the conclusion of the evaluation process, the board reviewed and discussed the evaluation results.

Our management is responsible for risk management on a day-to-day basis, and our board oversees the risk management activities of management, which include our enterprise risk management program and the risks highlighted through our annual risk assessment process. The board’s risk oversight responsibilities are fulfilled both by the board directly, including in areas such as ESG and sustainability oversight, as well as by its committees, each of which assists the Board in overseeing a part of the Company’s overall risk management agenda. As more fully described below, the audit committee assists the board in fulfilling its oversight responsibilities with respect to risk management in the areas of data privacy, financial reporting, cybersecurity, internal controls and compliance with legal and regulatory requirements, and, in accordance with NYSE requirements, discusses policies with respect to risk assessment and risk management. The compensation committee assists the board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs and succession planning for our executive officers. The nominating and governance committee assists the board in fulfilling its oversight responsibilities with respect to the management of risks associated with board organization, membership and structure, succession planning for our directors, the Company’s ESG activities and corporate governance. For additional information on risks that affect our business, please see our most recent Annual Report on Form 10-K and other filings we make with the SEC.

As part of our board’s strategic and risk oversight, the board oversees our ESG strategies, including our sustainability priorities and human capital management practices and related risks. Throughout the year, the board receives periodic reports from management and the board’s committees on our ESG initiatives, overall sustainability strategy and the ESG reporting frameworks we use to track our progress. In 2022, our board delegated ESG oversight responsibility to the nominating and governance committee. Accordingly, the nominating and governance committee now oversees our overall ESG performance, disclosure, strategies, goals and objectives and monitors ESG risks and opportunities on behalf of the board. The board will also receivescontinue to monitor and receive periodic reports from the nominating and governance committee and management on these and other ESG matters, including with respect to human capital matters.matters such as pay equity, inclusion and diversity, company culture and related risks.

As part of the board’s role in overseeing the Company’s enterprise risk management program, the board and the audit committee devote substantial time to monitoring cybersecurity and data privacy related risks. Our audit committee charter sets out the committee’s role in overseeing information technology risk exposures, including cybersecurity, data privacy and data security, and

A related person transaction reviewed under the policy will be considered approved or ratified if it is authorized by the audit committee after full disclosure of the related person'sperson’s interest in the transaction. The audit committee will review and consider such information regarding the related person transaction as it deems appropriate under the circumstances.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Common shares subject to options that are currently exercisable or are exercisable within 60 days of March 25, 202210, 2023 are deemed to be outstanding and beneficially owned by the person holding such options. Such shares, however, are not deemed to be outstanding for the purposes of computing the percentage ownership of any other person. Percentage of beneficial ownership is based on 185,072,415183,669,129 common shares of Genpact Limited outstanding on March 25, 2022.10, 2023.