Genpact LTD — Director's Dealing 2012

Nov 5, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Genpact LTD (G)
CIK: 0001398659
Period of Report: 2012-10-25

Reporting Person: BAIN CAPITAL INVESTORS LLC (10% Owner)
Reporting Person: Glory Investments A Ltd (10% Owner)
Reporting Person: Glory Investments B Ltd (10% Owner)
Reporting Person: Glory Investments IV Ltd (10% Owner)
Reporting Person: Glory Investments IV-B Ltd (10% Owner)
Reporting Person: Bain Capital Partners Asia II, L.P. (10% Owner)
Reporting Person: Bain Capital Partners X, L.P. (10% Owner)
Reporting Person: GLORY INVESTMENTS TA IV Ltd (10% Owner)
Reporting Person: BCIP Associates IV, L.P. (10% Owner)
Reporting Person: BCIP Associates IV-B, L.P. (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares, par value $0.01 per share	57537264	Indirect

Footnotes

F1: Bain Capital Investors, LLC ("BCI") is the general partner of Bain Capital Partners Asia II, L.P. ("Asia II"). Asia II is the Class A shareholder of Glory Investments A Limited ("Glory A"). As a result, each of BCI and Asia II may be deemed to beneficially own Common Shares held by Glory A. Each of BCI and Asia II disclaim beneficial ownership of such securities except to the extent of its pecuniary interest therein.

F2: BCI is the general partner of Bain Capital Partners X, L.P. ("BCP X"). BCP X is the Class A shareholder of Glory Investments B Limited ("Glory B"). As a result, each of BCI and BCP X may be deemed to beneficially own Common Shares held by Glory B. Each of BCI and BCP X disclaim beneficial ownership of such securities except to the extent of its pecuniary interest therein.

F3: BCI is the general partner of BCIP Associates IV, L.P. ("BCIP IV"). BCIP IV is the Class A shareholder of Glory Investments IV Limited ("Glory IV"). As a result, each of BCI and BCIP IV may be deemed to beneficially own Common Shares held by Glory IV. Each of BCI and BCIP IV disclaim beneficial ownership to such securities except to the extent of its pecuniary interest therein.

F4: BCI is the general partner of BCIP Associates IV-B, L.P. ("BCIP IV-B"). BCIP IV-B is the Class A shareholder of Glory Investments IV-B Limited ("Glory IV-B"). As a result, each of BCI and BCIP IV-B may be deemed to beneficially own Common Shares held by Glory IV-B. Each of BCI and BCIP IV-B disclaim beneficial ownership of such securities except to the extent of its pecuniary interest therein.

F5: Glory A, Glory B, Glory IV, Glory IV-B and Glory Investments TA IV Limited ("Glory TA IV") are party to an amended and restated shareholders agreement and an investor agreement, each dated October 25, 2012, pursuant to which Glory TA IV was appointed as representative of the investors named therein for matters relating to the voting and disposition of the Common Shares. BCI is the Class A shareholder of Glory TA IV. As a result, each of BCI and Glory TA IV may be deemed to beneficially own Common Shares held by Glory A, Glory B, Glory IV and Glory IV-B. Each of BCI and Glory TA IV disclaim beneficial ownership of such securities except to the extent of its pecuniary interest therein.