G 10-K & 10-Q changes, risk factors and insider trading

AI and other advanced technologies are having, and are expected to continue to have, a significant impact on client preferences and market dynamics in our industry, and our ability to effectively compete in this space will be critical to our financial performance. We are increasingly applying AI and other advanced technologies, including generative AI and autonomous agentic AI, to our services and solutions, to how we deliver services to our clients and to our own internal operations. We are also creating new offerings to implement AI and other advanced technology solutions for our clients. We have made significant investments in our AI and other advanced technology capabilities and will continue to incur significant development and operational costs to support these efforts. There is no assurance that we will realize the anticipated benefits from these investments.

The market for AI and other advanced technology and services is highly competitive and rapidly evolving. We face significant competition from our traditional competitors as well as other third parties, including those that are new to the market or our industry, as well as our own clients, who may develop their own AI-related capabilities. We may alsobe unable to deliver anticipated efficiencies from our AI-enabled solutions and services, and we may be unable to bring AI-enabled products and solutions to market as effectively, or with the same speed or in the same volumes, as our competitors, which may harm our client relationships and competitive position. In addition, as these technologies evolve, we expect that some services that we currently perform for our clients will be replaced, in whole or in part, by AI, including generative AI and agentic solutions, or other forms of automation.automation, and clients may not accept new pricing or commercial models reflecting the value of AI-enabled solutions. Each of the foregoing may lead to reduced demand for our services, adversely affect our employee utilization rate or harm our ability to obtain favorable pricing or other terms for our services, any of which could have a material adverse effect on our business, results of operations and financial condition. Leveraging AI and other advanced technology capabilities for our internal functions and operations also presents additional risks, costs, and challenges, including those discussed in these risk factors.

The development, adoption, and use of AI and other advanced technologies arecontinue stillto inrapidly their early stages.evolve. AI algorithms may be flawed, and datasets may be insufficient or contain biased information, which could result in outputs that are unexpected, of low quality or otherwisethat inadequateimplicate outputs.intellectual property, privacy, export control or safety risks. Ineffective or inadequate AI development, monitoring or deployment practices by us, our clients, or third parties with whom we do business could result in unintended consequences, such as disclosure of sensitive information, infringement of third-party intellectual property rightsrights, violation of laws related to recruitment and hiring, or other incidents that impair the acceptance of AI solutions or cause harm to individuals or society. These deficiencies and other failures of AI systems could subject us to competitive harm, regulatory action, legal liability,liability including litigation, and brand or reputational harm. Some AI capabilities present ethical issues, and we may be unsuccessful in identifying or resolving issues before they arise. If we enable or offer AI products or solutions or implement AI capabilities in our internal operations that are controversial because of their impact on human rights, privacy, employment, or other social, economic, or political issues, we may experience brand or reputational harm, financial or legal liability or increased employee attrition.

Additionally, the use of AI and other advanced technology by us or our partners may create new or exacerbate existing cybersecurity vulnerabilities, including vulnerabilities not currently known.known or novel risk vectors that may not be immediately identifiable. The uncertainty around the safety and security of new and emerging AI applications requires continued significant investment in monitoring, validation and implementation of governance processes and controls across the AI lifecycle, including relating to test for security, accuracy, bias, and other variables.variables to ensure alignment with industry standards and meet client expectations. These efforts can be complex, costly,resource-intensive, andcould potentiallyadversely impact our profitability, may not sufficiently address risks and may cause decreased demand for our services or harm to our business, results of operations, financial condition, or reputation. AddressingWhile thewe possiblehave consequencesin ofplace thepolicies and mechanisms designed to ensure that we use of AI technologiesresponsibly, these efforts may requirebe significant operational costsinsufficient to implement, manage,identify and maintainmitigate processesAI-related governing the AI lifecycle that align with industry standards and meet customer expectations.risks.

AI technology and services require access to high-quality datasets, foundation models, and other AI system components. We currently rely, in part, on third parties to provide these components. In the future, we may face difficulties acquiring the necessary rights from third parties due to market competition and other factors. ThisFailures challengeor discontinuation by cloud/software partners or loss of rights to third-party data needed for our services, including AI solutions, could delay delivery, require costly re-engineering, or limit competitiveness. These challenges could hinder our ability to develop, implement or maintain AI technologies.technologies, or may increase the costs of doing so. To overcome this, we may need to invest in alternative strategies, such as forming alliances or developing our own resources.

In addition, the legal and regulatory landscape surrounding AI technologies is rapidly evolvingevolving, uncertain and uncertain,varies significantly by jurisdiction, including in the areas of intellectual property, cybersecurity, andemployment, privacy and data protection. Several jurisdictionsAuthorities where we operate are applying, or considering applying, laws and regulations related to intellectual property, cybersecurity, export controls, privacy, data security, and data protection and employment to AI and automated decision-making, or general legal frameworks on AI, such as the EU AI Act, which entered into force in 2024 and parts of which applybecame beginningapplicable in 2025. Compliance with new or changing laws, regulations, industry standards or ethical requirements and expectations relating to AI, the eventual scope and extent of which are currently unknown and which may vary or conflict across jurisdictions,jurisdictions or between different courts or regulators, may impose significant operational costs requiring us to change our service offerings or business practices, or may limit or prevent our ability to develop, deploy, or use AI technologies in our own operations or our client offerings. Failure to keep pace with this evolving landscape may result in legal liability, increased regulatory scrutiny and oversight, regulatory action, or brand and reputational harm. In addition, the SEC is increasingly focused on AI-related disclosures, in particular how companies disclose their AI usage, business strategy, and risk, and has targeted companies that exaggerated their AI capabilities. If we fail to accurately represent our AI capabilities or if we overstate the benefits of our AI offerings, we could face SEC enforcement actions, securities litigation, reputational harm, or loss of investor confidence.

Our future growth, profitability and cash flows largely depend upon our ability to continually develop and successfully execute our business strategies. While we believe that our strategic plans reflect opportunities that are appropriate and achievable, we may not select the best or most appropriate business strategies and the execution of our strategies may not result in long-term growth in revenue or profitability due to a number of factors, including incorrect assumptions, global or local economicmacroeconomic conditions, competition, changes in the industries in which we operate, suboptimal resource allocation or any of the other risks described in this “Risk Factors” section. In pursuit of our growth strategy, we have invested and will continue to invest significant time and resources into developing new productproduct, solution or service offerings, including advanced technology solutions, and transforming, adapting and upskilling our workforce, and these undertakings may fail to yield sufficient return to cover our investments in them or may fail to gain traction with clients or compete effectively in the market.

Our industry relies on large numbers of skilled employees, and our success and profitability depend on our ability to attract, train and retain a sufficient number of employees with the right mix of skills and experience, including advanced technology skills, to deliver our services and solutions to our clients. High employee attrition is common in our industry. In 2024,2025, our attrition rate for all employees who were employed for a day or more was 24%. We cannot assure you that we will be able to maintain our attrition rate at the 20242025 level. If our attrition rate increases beyond the 2024this level or rises above our historical average attrition rate for an extended period, our operating efficiency and productivity may decrease.

Competition for highly qualified employees, particularly in India and the United States, remains high and we expect such competition to continue. We compete for employees not only with other companies in our industry but also with companies in other industries, such as software services, engineering services and financial services companies, as well as our clients' GCCs. In many locations in which we operate, there is a limited pool of employees who have the mix of skills and experience we need to perform services for our clients and, in certain jurisdictions or in key areas such as AI, the number of open positions exceeds the number of qualified candidates to fill them. In addition, changes in immigration laws or policies, or varying applications of immigration laws and policies, could limit the availability of certain work visas in the U.S., which could exacerbate competition for skilled labor. We must hire or reskill, retain and motivate appropriate numbers of skilled employees with diverse experience in order to serve clients across the globe, respond quickly to rapid and ongoing changes in demand for our services and new technologies, and continuously innovate to grow our business. If we are unable to hire or retrain our employees to keep pace with the rapid and continuous changes in technology and the industries we serve, we may not be able to innovate quickly enough and fulfill client demand. If our business continues to grow, the number of people we will need to hire may also continue to increase. We will also need to increase our hiring if we are not able to maintain our attrition rate through innovative recruiting and retention policies. Additionally, if we are unable to offer our employees a value proposition that is competitive and appealing, our employee engagement and retention rate may suffer, which could materially adversely affect our business.

In providing our services and solutions to clients, we often collect, process and store proprietary, personally identifying or other sensitive or confidential client and other third-party data. In addition, we collect, process and store data regarding our employees and contractors. As a result, we are subject to numerous data protection and privacy laws and regulations designed to protect this information in the countries in which we operate as well as the countries of residence of the persons whose data we process. We have established security measures and internal controls designed to prevent the inadvertent or intentional exposure or loss of personally identifiable information and other sensitive or confidential data. We regularly assess the adequacy of and make improvements to such security measures and controls. However, if any person, including any of our current or former employees or contractors, negligently disregards or intentionally breaches our or our clients’ established security policies, measures and controls with respect to client, third-party or Genpact protected data or if we do not adapt to changes in data protection legislation, we could be subject to significant litigation, monetary damages, regulatory enforcement actions, fines and/or criminal prosecution in one or more jurisdictions. OurUnauthorized parties have attempted, and we expect will continue to attempt, to gain access to our systems and facilities, as well as those of our clients and third-party service providers, through various means, including hacking, social engineering, phishing, and attempting to fraudulently induce individuals (including employees, service providers, and our clients) into disclosing usernames, passwords, payment card information, or other sensitive information, which may in turn be used to access our information technology systems. Additionally, our employees and contractors have in the past engaged, and may in the future engage, in fraudulent conduct or other conduct that violates our client contracts or our internal controls or policies, whether intentionally or inadvertently. We have experienced security incidents due to the actions of our employees or contractors, though none of these incidents has had a material impact on our operations or financial results.

The threat of incursions into our information systems and technology infrastructure has increased in recent years as the sophistication of threat actors who have hacked, attacked, held for ransom or otherwise disrupted information systems of other companies and misappropriated or disclosed data has increased. Threat actors are also increasingly focused on gaining access to a target’s systems though supply chain channels and taking advantage of the proliferation of technology platform vulnerabilities disclosed by software companies to exploit the vulnerabilities before patches are applied. Additionally, threat actors are increasingly using AI and generative AI capabilities to enhance their attack techniques, including by creating deepfakesdeepfakes, exploitation code or exploitationautomated code.social engineering. We could also be impacted by cyberattacks by nation states or other organizations arising out of geopolitical tensions or conflicts,conflicts. including,Certain fortypes instance,of bycyberattacks Russiacould harm us even if our systems are left undisturbed. For example, attacks may be designed to deceive employees or Russian-affiliatedservice actorsproviders ininto connectionproviding withcredentials theor Russia/Ukraineother conflict.access mechanisms to our or our clients' systems to a hacker. We may be unable to anticipate the techniques used by threat actors to infiltrate our systems and may fail to detect or timely detect when an incursion has occurred or to implement adequate preventative and responsive measures.measures, Additionally,including in the eventcase of athreats ransomwarethat are designed to remain dormant or otherundetectable attackuntil involvinglaunched data theft and encryption, we could face delays in the recovery of data, oragainst a partial or total loss of data, in the event of a lack of adequate backups or recovery processes or a compromise of our backups or backup systems. The steps we have taken to protect our information systems and data security may be inadequate. Actual or perceived breaches of our security, whether through breach of our computer systems, systems failure (including due to aged IT systems or infrastructure or system misconfigurations) or otherwise, could influence the market perception of the effectiveness of our security measures and, as a result, our reputation could be harmed and we could lose existing or potential clients. Media or other reports of perceived breaches or weaknesses in our systems, products or networks could also adversely impact our brand and reputation and materially affect our business.target.

Our clients, suppliers, subcontractors, and other third parties with whom we do business, including in particular cloud service providers and software vendors, generally face similar or greater cybersecurity threats, and we must rely on the safeguards adopted by these third parties. We and our clients rely on third-party cloud, software, and open-source components, and vulnerabilities or failures in those supply chains (including “zero-day” exploits) may introduce or amplify risk, trigger client and regulatory claims, and increase remediation costs. If these third parties do not have adequate safeguards or their safeguards fail, it might result in breaches of our systems or applications andapplications, unauthorized access to or disclosure of our and our clients’ confidential data.data or a disruption in our services. In addition, the products, services and software that we use and provide to our clients, or the third-party components of such products, services and software, sometimes contain or introduce cybersecurity threats or vulnerabilities to our and our clients’ information technology networks, intentionally or unintentionally. We are regularly alerted to vulnerabilities in third-party technology components we use in our business that create risks in our environments. We typically are not aware of such vulnerabilities until we receive notice from the third parties who have discovered the exposure, and our responses to such vulnerabilities may not be adequate or prompt enough to prevent their exploitation.

Our clients’ proprietary, sensitive, or confidential information could also be compromised by a cybersecurity attack affecting us, or their systems could be disabled or disrupted as a result of such an attack. Our clients, regulators, or other third parties may attempt to hold us liable, through contractual indemnification clauses or directly, for any such losses or damages resulting from such an attack. We may also be liable to our clients or others for damages caused by disclosure of confidential information or system failures. Many of our contracts do not limit our potential liability for breaches of confidentiality. We may also be subject to civil actions and criminal prosecution by governments or government agencies for breaches relating to such data. Our insurance coverage or indemnification protections for breaches or mismanagement of such data may not be adequate to cover all costs related to data loss, cybersecurity attacks, or disruptions resulting from such events, or they may not continue to be available on reasonable terms or in sufficient amounts to cover one or more large claims against us and our insurers may disclaim coverage as to any future claims. The impact of these cybersecurity attacks, data losses, and other security breaches cannot be predicted, but any such attack, loss or breach could disrupt our operations,operations orand the operations of our clients, suppliers, subcontractors, or other third parties. Incidents of this type have in the past and may in the future require significant management attention and resources and have in the past and may in the future result in the loss of revenues from clients. These incidents could also result in regulatory fines and penalties, financial liability, significant remediation costs, and reputational harm among our clients and the public, any of which could have a material adverse impact on our financial condition, results of operations, or liquidity.

While we have developed and implemented security measures and internal controls designed to prevent, detect and respond to cyber and other security threats and incidents and to recover data compromised in such incidents, such measures cannot guarantee security and may not be successful in preventing security breaches, in detecting or effectively responding to such breaches or inbreaches, recovering data compromised or lost.lost, or restoring operations in a timely manner. In the ordinary course of business, we are subject to regular incursion attempts from a variety of sources, and we have experienced security incidents, including from cyber threat actors, as a result of attack techniques such as phishing, social engineering, vulnerability exploitation and malware. To date such incidents have not had a material impact on our operations or financial results. However, there is no assurance that such impacts will not be material in the future.

Additionally, our hybrid working model, which includes a high number of employees working remotely, has reduced our ability to enforce physical security controls and monitor employee conduct and has increased the risk that our employees will engage in impermissible or careless conduct, which could give rise to reputational harm and legal liability. Our inability to enforce physical security controls and monitor our employees working remotely also increases the risk of security incidents. Virtual hiring and remote work can also increase risks of candidate fraud, moonlighting, training and cultural integration challenges, as well as inadvertent local tax or employment law non-compliance due to unreported employee location changes. Measures we have taken in the remote work environment to implement suitable additional controls and educate our employees on the importance of cybersecurity, data loss prevention and related best practices may not prevent data breaches, the occurrence of which could have a material adverse impact on our business, reputation, financial condition, and results of operations.

Our profitability is largely a function of how efficiently we utilize our assets and the pricing that we are able to obtain for our servicessolutions and solutions.services. Our utilization rates are affected by a number of factors, including our ability to transition employees from completed projects to new assignments, hire and assimilate new employees, forecast demand for our services, match our employees' skills with client demand, manage attrition as well as our need to devote time and resources to training, professional development and other typically non-chargeable activities.

The prices we are able to charge for our solutions and services are affected by a number of factors, including our clients’ perceptions of our ability to add value through our services,value, competition, introduction of new services,services and technologies (including generative and agentic AI) or products by us or our competitors, our ability to accurately estimate, attainrecognize and sustain revenues from client engagements, margins and cash flows over long contract periods and general economicmacroeconomic and political conditions. Therefore, if we are unable to price appropriately or manage our asset utilization levels, there could be a material adverse effect on our business, results of operations and financial condition. Our profitability is also a function of our ability to control our costs and improve our efficiency. As we increase the number of our employees and grow our business, we may not be able to manage the significantly larger and more geographically diverse workforce that may result and our profitability may decrease or may not improve. New taxes may also be imposed on our servicesservices, such as sales taxes or service taxestaxes, which could affect our competitiveness as well as our profitability. Additionally, we may fail to appropriately estimate our costs in agreeing to provide new or novel services with unique pricing arrangements or service delivery requirements.

Global macroeconomic conditions affect our business, our clients’ businesses and the markets we serve. Volatile, negative or uncertain economic conditions in our significant markets have in the past and could in the future undermine business confidence and cause our clients to reduce, postponedelay or cancel their spending on projects with us, which has negatively affected our business and may continue to do so in the future, including by making it more difficult for us to accurately forecast client demand and effectively build revenue and resource plans. Clients may reduce demand for services suddenly or with limited warning, which may cause us to incur extra costs where we have employed more personnel than client demand supports. Differing economic conditions and patterns of economic growth and contraction in the geographical regions in which we operate and the industries we serve have affected and may in the future affect demand for our services. Changing demand patterns from economic volatility and uncertainty could also have a significant negative impact on our results of operations.

Our business is particularly susceptible to economic and political conditions in the markets where our clients or operations are concentrated. A material portion of our revenues is derived from our clients in North America — in particular the United States — and Europe, and weak or changing demand, or any other adverse economic, political or legal uncertainties or developments, in these markets could have a material adverse effect on our results of operations. The electionpriorities of athe newcurrent U.S.presidential President,administration, coupled with a consolidation of party control of both chambers of the U.S. Congress, hashave led to extensive new legislativelegislative, executive and regulatory initiatives in the United States and the roll-back of many initiatives of the previous presidential administration,administration. whichThese changes, especially in the areas of trade, tariff policy, taxation, immigration, technology regulation, and international relations, have magnified market uncertainty and volatility, and this volatility may intensify due to the speed, breadth, and evolving nature of the policy changes. These policy shifts impact our business and our clients’clients' businesses in ways that are difficult to predict, may require operational adjustments, and could materially affect demand patterns, cost structures, and competitive dynamics in our or our clients' industries in unpredictable ways. Market uncertainty and volatility have been magnified and may intensify due to the statements and actions of the new U.S. presidential administration and resulting uncertainties regarding actual and potential shifts in U.S. and foreign, trade, economic and other policies, including with respect to treaties and tariffs.

In addition, broader global geopolitical tensions, including actual or anticipated military or political conflicts (such as the ongoing conflict between Russia and Ukraine, tensions across the Taiwan Strait, the Israel-Hamas conflict and otherbroader actionsinstability in the Middle East), and actions that governments take in responseresponse, maycontinue adverselyto impactcreate us.uncertainty Forand instance,risks into our and our clients' businesses and have led to shifting global structures, relationships and trade flows. In response to the ongoing conflict between Russia and Ukraine, the United States and other countries in which we operate have imposed broad sanctions and may impose additional sanctions or other restrictive actions against governmental and other entities in Russia. We do not have employees or operations in Russia or Ukraine, but we have operations in surrounding countries, and we have clients that do business in Russia and Ukraine. Such clients may be adversely affected by the ongoing conflict and related sanctions and other governmental actions, which in turn could have an adverse impact on our revenues from such clients. Additionally, given the global nature of our operations,operations and our exposure to clients in Europe and other regions, the broader macroeconomic impact of sanctions imposed on Russia and other macroeconomic impacts of the protracted conflictconflict, including volatility in energy costs in Europe and related economic instability, could have an adverse impact on our business, profitability, results of operations and financial condition. We also have limited employees and operations in Israel, and while we have not experienced any material impacts to our operations in Israel to date, there can be no assurance that our operations there will not be materially adversely affected in the future. The impact of geopolitical conflicts, including those identified above, any further escalation or expansion and the broader geopolitical, economic, and other effects of such conflicts could also heighten the other risks identified in this Annual Report on Form 10-K. Beyond the specific conflicts identified, the growth of nationalism, protectionism, and populist movements has created an environment of increasing uncertainty that could lead to further deglobalization or a slowdown in cross-border commerce. These developments create unpredictability in client spending patterns, particularly among clients in certain sectors, and may reduce demand for cross-border and multinational projects or may reduce client spending on discretionary services or the types of services we provide generally.

Additionally, increased operating costs resulting from ongoing inflationary pressures in the past few years have adversely affected our profitability and could continue to do so. Any protracted increase in inflation, especially if combined with weakening consumer confidence, would likely adversely impact our clients and could constrain their spending on discretionary projects, potentially affecting demand for our services. Broad-based and sustained inflation willwould also continue to increase the costs of operating our delivery centers. We have not been able to, and may in the future be unable to, fully offset these cost increases by raising prices for our services, particularly because our client agreements generally fix our pricing for periods of time. This has at times resulted in and is expected tocould continue to result in downward pressure on our gross margins and operating income. Further, our clients may choose to reduce their business with us or cancel, defer or delay projects if we increase our pricing. If we are unable to successfully adjust pricing, reduce costs or implement other countermeasures, our profitability could be materially adversely affected.

We are subject to several risks associated with having a substantial portion of our assets, employees and operations located in India. A majorityMost of our employees are based in India and a majority of our services are performed in India, which makes our business particularly sensitive to general economic conditions and economic and fiscal policy changes in India. Various factors, such as changes in the central or state Indian governments, could trigger changes in India’s economic liberalization and deregulation policies and disrupt business and economic conditions in India generally and our business in particular. Our ability to continuemaintain tocost-effective leverageservice thedelivery skillsthrough our skilled Indian workforce depends heavily on a stable business and experienceregulatory of our workforce in India to provide our services at competitive prices depends in part on the stability of the business environment in India,environment, and if the Indian government pursues economicintroduces policies that are unfavorable to us or that otherwise significantly increaseraise the cost of doing business in India,India or that are otherwise unfavorable to us, our competitive advantage may be diminished and our business, financial condition and results of operations could be materially adversely impacted.

Additionally, theThe Indian government has challenged our entitlement to certain benefits we have claimed in the past. During the period from 2017 to 2020, we received benefits totaling $59$54 million (converted from Indian rupees) from the Director General of Foreign Trade (“DGFT”) of India pursuant to the Services Export from India Scheme (“SEIS"). These benefits were available to us in respect of our export of certain services eligible under the SEIS. However, in 2023 and 2024, the DGFT and Indian customs authorities issued us show cause notices challenging our entitlement to such benefits. We subsequently disputed these notices before the Delhi High Court and obtained interim stays temporarily preventing enforcement of the notices. In the event that it is ultimately determined that we were not eligible for the SEIS benefits we claimed, we could be liable for recovery of the amount received along with penalties and interest, which could be material.

We are subject to income taxes in the United States and in numerous foreign jurisdictions, notably in India where we have substantial operations. We are also subject to ongoing audits, investigations and tax proceedings in various jurisdictions. Our provision for income taxes, actual tax expense and tax liability could be adversely affected by a variety of factors, including lower income before taxes generated in countries with lower tax rates, higher income generated in countries with higher tax rates, changes in tax laws and regulations or in the interpretation or enforcement of such laws and regulations, changes in applicable income tax treaties, changes in accounting principles or interpretations thereof or in the valuation of deferred tax assets and liabilities, the elimination or expiration of certain tax concessions, exemptions or holidays that had reduced our tax liability, and adverse outcomes of tax examinations or tax-related litigation, including a determination by any tax authority that our transfer prices are not appropriate or that our intercompany transactions should be characterized differently than we have characterized them. Changes in tax laws, treaties or regulations impacting our business, and their interpretation and enforcement, have become more unpredictable in recent years and could result in unexpected and unfavorable outcomes. Any of these factors could have a material adverse effect on our business, results of operations, effective tax rate and financial condition.

We are currently subject to several tax audits by the Indian tax authorities (“ITA”) related to intercompany transactions that occurred in 2009 and 2015. In each of 2014, 2019, 2022 and 2023, the ITA issued assessment orders seeking to impose tax on us in relation to such transactions. We have received demands for potential tax claims related to these orders in an aggregate amount of $128$119 million (converted from Indian rupees and including interest through the date of the orders). We do not believe that any of the transactions giving rise to these demands were subject to tax in India under applicable law. To date, we have received favorable orders from appellate judicial authorities in India relating to $22$21 million of the $128$119 million demanded in the assessment orders, and we continue to defend against the remaining $106$98 million in demands. Additionally, in the first quarter of 2023, the ITA issued an assessment order (the "2023 ITA Order") seeking to impose tax on us of $832$792 million (converted from Indian rupees and including interest through the date of the order) in relation to a 2015 internal restructuring transaction involving our Indian subsidiaries. In March 2023, the tax appellate authority in India struck down this order, and the ITA then appealed the appellate authority’s ruling to the Delhi High Court. In December 2024, the High Court dismissed the ITA’s appeal, upholding the appellate authority’s ruling in our favor. The ITA mayhas filed to appeal this decision to the Indian Supreme Court.

In December 2021, the Organization for Economic Cooperation and Development (the “OECD”) announced a global tax framework referred to as “Pillar Two” to reform international tax rules. As part of the announced framework, the OECD released Global Anti-Base Erosion (“GloBE”) rules with the purpose of ensuring multinational companies pay a minimum corporate tax rate of 15% on the income generated in each of the jurisdictions in which they operate. The OECD continues to release additional guidance, and several jurisdictions have implemented legislation related to the Model GloBE Rules for Pillar Two. There is still uncertainty as to how countries will continue to implement the provisions of GloBE,GloBE. particularlyIn followingJanuary an executive order by2026, the U.S.OECD presidentialreleased administrationa mandatingSide-by-Side discontinued(SbS) participationpackage providing safe harbor relief for multinational groups headquartered in thisqualifying processjurisdictions. byThe United States is currently the U.S.only absentjurisdiction newrecognized legislativeas activity.having a qualified SbS regime, and the safe harbor is effective for fiscal years beginning on or after January 1, 2026. Accordingly, the SbS package does not currently apply to us. Some of our operations recordedincurred increased tax resulting from GloBE rules in 2024,2025, but itsthe impact overallof the GLoBE rules to date has not been material. However, there can be no assurance that the impact of the GloBE rules on our effective tax rate will not become material in the future.

Our industry is increasingly competitive, highly fragmented and subject to rapid change. We compete for business with a variety of companies, including large multinational firms that provide consulting, technology and/or managed services, offshore business process service providers in low-cost locations like India, in-house captivesglobal capability centers of existing or potential clients, software services companies that also provide managed services or advanced technology solutions, smaller, niche companies that compete with us in a specific geographic market, industry or service area, emerging advanced technology and AI-native companies, and accounting firms that also provide consulting or other business process services.

Some of our competitors have greater financial, marketing, technological or other resources and larger client bases than we do, and may expand their service offerings more quickly or at a lower cost and compete more effectively for clients and employees than we do. Some of our competitors have more established reputations and client relationships in our markets than we do. In addition, some of our competitors who do not have global delivery capabilities may expand their delivery centers to the countries in which we are located, which could result in increased competition for employees and could reduce our competitive advantage. Consolidation activity may also result in new competitors with greater scale, a broader footprint or vertical integration that makes them more attractive to clients as a single provider of integrated products and services. In addition, concurrent use by many clients of multiple professional service providers requires us to be continuously competitive on the quality, scope and pricing of our offerings or face a reduction or elimination of our business. Competitors have also in the past and will likely in the future be willing to take on more risk or priceoffer contractsmore lowerfavorable than us in an effortpricing to enter the market or increase market share.share, or competitors may offer alternative commercial models that are more favorable to clients than ours. If we are not able to supply clients with services or solutions that they deem superior and successfully apply our business models with marketmarket-level level pricing while managing discounts,pricing, we may lose business to competitors and face downward pressure on gross margins and profitability. Any inability to compete effectively would materially adversely affect our business, results of operations and financial condition Our competitiveness also depends on our ability to continue to develop and implement services and solutions that anticipate and respond to rapid and continuing changes in technology to serve the evolving needs of our clients. See the Risk Factor titled “Our business depends on generating and maintaining ongoing, profitable client demand for our services and solutions, and a significant reduction in such demand or an inability to respond to or compete in the rapidly evolving technological environment could materially affect our results of operations” for additional information. New services or technologies offered by our competitors, partners or new market participants, including technology start-ups and other companies that can scale rapidly to focus on or disrupt certain markets and provide new or alternative services, solutions or delivery models, may make our offerings less differentiated or less competitive by comparison, which may adversely affect our results of operations. Certain technology companies, including some of our partners, are increasingly able to offer services related to their software, platform, cloud migration and other solutions, or are developing software, platform, cloud migration and other solutions that require integration services to a lesser extent or replace them in their entirety. These more integrated services and solutions may represent more attractive alternatives to clients than some of our services and solutions, which may materially adversely affect our competitive position and our results of operations.condition.

Our Data-Tech-AIAdvanced businessTechnology Solutions can include a high number of short-cycle engagements. These shorter cycle engagements are more susceptible than longer-term engagements to changing client preferences and economic pressures that can cause delays or reductions in client purchasing decisions. When an increased share of our revenues is derived from these engagements, business forecasting becomes more complex given the more discretionary and non-recurring nature of these services compared to our traditional managed services. Our contracts for consulting and other short-cycle engagements typically permit our clients to terminate the agreement with less notice than is required under our longer-term contracts for our Digital Operations services and without paying termination fees. Our failure to continue to effectively manage, develop and sell these shorter-cycle engagements, as well as our inability to accurately forecast revenues from these engagements (as has occurred in the past), could adversely affect our business, growth strategy and results of operations.

Our partnerships, alliances and relationships withother third-party suppliersrelationships are critical to our growth strategy and contractors and other third parties with whom we do business expose us to a variety of risks that could have a material adverse effect on our business.

We are increasingly investing in our strategic partnership and alliances and are focused on these critical relationships as a source of growth. Our partnerships and alliances and our relationships with a variety of third parties, including suppliers, contractors and others, expose us to a variety of risks that could have a material adverse effect on our business, and we may not be successful in mitigating such risks. Our operations depend on our ability to anticipate and quickly address our and our clients' needs for products and services, as well as our suppliers’ ability to deliver sufficientthe quantities and quality ofrequired products and services at reasonable prices and in time for us to meet commitments for the delivery of our own services.client commitments. In addition, we must adequately address quality issues associated with our solutions and services, including with respect to any third-party components to our services.components. Any performance failure on the part of our partners or the third parties with whom we do business, or the discontinuance by such third parties or partners of products or services that we have relied on them to perform for our clients,provide, could delay our performance or require us to engage alternative third parties to performprovide the required solutions or services at our cost or to perform them ourselves, any of which could deprive us of potential revenue or adversely impact our profitability. Additionally, our partners, third-party suppliers and contractors and other third parties with whom we do business may not be able to comply with current good business practices or applicable laws or regulatory requirements. Our failure, or the failure of such third parties, to comply with applicable laws and regulations could result in sanctions being imposed on us, including fines, injunctions, civil penalties and criminal prosecutions, any of which could significantly and adversely affect our business.

We may have limited control over the amounttime and timing of resources thateffort our partners and third parties with whom we do business dedicate to their arrangements with us. Our ability to generate revenue from these arrangements will depend on our partners’ or other third parties’ desire and ability to successfully perform the functions assigned to them in these arrangements. Further, certain of our suppliers, partners and other contractors may decide to discontinue conducting business with us.

In addition, we are a party to a number of license agreements with third parties and expect to enter into additional licenses in the future. Our existing licenses impose, and we expect that future licenses will impose, various obligations and restrictions on us. If we fail to comply with these obligations and restrictions, the licensorlicensors may have the right to terminate the license,licenses, in which event we might not be able to market any product or service that is covered by these agreements, which could materially adversely affect our business. Termination of these license agreements or a reduction in or elimination of our licensed rights may result in our having to negotiate new or reinstated licenses with less favorable terms, or cause us to lose rights in important intellectual property or technology.

Any of the foregoing may prevent us from working with our partners or third parties with whom we do business and could subject us to losses, affect our ability to bring productsproducts, solutions and services to market, impair our competitiveness, cause us to fail to satisfy our client obligations and harm our reputation.reputation, which would materially adversely affect our business and results of operations.

We depend in large part on our relationships with clients and our reputation for high-quality solutions and services to generate revenue and secure future engagements. Most of our serviceclient contracts with clients contain service level and performance requirements, including requirements relating to the quality of our solutions and services. Failure to consistently meet serviceclient requirements of a client,requirements, whether due to: (a) natural or other disasters, telecommunications failures, power or water shortages, extreme weather conditions (whether as a result of climate change or otherwise), medical epidemics, pandemics or other contagious diseases, or other natural or manmade disasters or catastrophic events; (b) breach of or incursion into our computer systems (for example, through a ransomware attack); (c) other systems failure, including due to aged IT systems or infrastructure; or (d) errors made by our employees or intentional misuse of client information or systems by our employees in the course of delivering services to our clients have in the past and could in the future disrupt a client’s business and result in a reduction in our revenues, clients terminating their business relationships with us and/or a claim for damages against us. Additionally, we could incur liability if a process we manage for a client were to result in internal control failures or impair our client’s ability to comply with its own internal control requirements.

In the United States, federal and state measures aimed at limiting or restricting, or requiring disclosure of offshore outsourcing have been occasionally proposed and enacted. New U.S. regulations effective as of April 2025 restrict bulk transfers of certain U.S. personal data to designated countries of concern including China, Cuba, Iran, North Korea, Russia, and Venezuela, and the scope of the covered data set and the list of countries of concern could be expanded in the future. In addition, public figures in the United States have from time to time suggested that U.S. businesses be subjected to taxtax, public disclosure or other adverse consequences for outsourcing, with incentives for returning outsourced operations to the United States,States. althoughLawmakers ithave isproposed notbills knownof whatthis type in recent legislative sessions and other specific measures might be proposedproposed. orIt is not known how they would be implemented and enforced, or whether emerging or enacted tax reform or other near-term Congressional action will affect companies’ outsourcing practices. There can be no assurance that pending or future legislation or executive action in the United States that would significantly adversely affect our business, results of operations, and financial condition will not be enacted.

Legislation enacted in certain European jurisdictions, and any future legislation in Europe, Japan or any other region or country in which we have clients restricting the performance of managed services from an offshore location or imposing burdens on companies that outsource data processing functions, could also have a material adverse effect on our business, results of operations and financial condition. For example, the legal mechanisms for transferring personal data from the EU to other countries continue to evolve in response to legislation, rulemaking, and litigation. The validity of approved standard contractual clauses, an alternative mechanismmechanisms for personal data transfers outside of the EU, as a basis for transferring personal data outside of the EU may be challenged and require further rulemaking by the applicable legal bodies.

WithFollowing the UK's withdrawal of the UK from the EU, the UK amendedhas continued to develop its Data Protection Act 2018 to retain UK nationalown data protection lawframework. comparable toAs the EU’sUK GDPR. The potential divergence betweenand EU andpursue UKseparate requirementsdata andprotection practicesreform agendas, emerging areas of divergence may impose additional expense, administrative burdens, and regulatory uncertainty,complexity andfor companies operating in the region, including potential enforcement risk associated with transferring personal data from the UK and EU to the U.S.U.S., where the applicable transfer mechanisms differ. The EU's adequacy decision in respect of the UK, which facilitates the transfer of personal data from the EU to the UK without additional safeguards, is subject to periodic review and could be suspended or revoked. The UK's exit from the EU and associated changesongoing regulatory changes, including in trade relationsrelations, could also result in increased costs, delays, and regulatory complexity in our businessoperations in or involving the UK.

Our global operations expose us to numerous and sometimes conflicting legal and regulatory requirements, and violationswe ofare theseor lawsmay become subject to government investigations, regulatory examinations and regulationsenforcement actions worldwide that could harm our business.

We are subject to numerous, and sometimes conflicting, legal regimes on matters such as anticorruption, import/export controls, trade restrictions, taxation, immigration (including temporary work authorizations or work permits), internal and disclosure control obligations, securities regulation, anti-competition, data privacy and protection, AI, wage-and-hour standards, and employment and labor relations.relations, and ESG reporting requirements. Our clients’ business operations are also subject to numerous regulations, and our clients may require that we perform our services in compliance with regulations applicable to them or in a manner that will enable them to comply with such regulations. In addition, regulators that oversee our clients' industries may examine our clients' outsourcing arrangements and their third-party service providers, including us, as part of their oversight activities. If such examinations reveal deficiencies in our operations or compliance programs — or if we are unable to satisfy client or regulatory requirements for third-party service providers — we could lose existing engagements, be precluded from bidding on new work in certain regulated industries or jurisdictions, or be subject to regulatory actions that could materially adversely affect our business and results of operations.

In particular, ourOur collection, use, disclosure, and retention of personal health-related and other information is subject to an array of privacy, data security, and data breach notification laws and regulations that change frequently, are inconsistent across the jurisdictions in which we do business, and impose significant compliance costs. Changes in these laws and regulations and inconsistencies in the standards that apply to our business in different jurisdictions may impose significant compliance costs, reduce the efficiency of our operations, and expose us to enforcement risks.

In the EU, the GDPR imposes privacy and data security compliance obligations and significant penalties for noncompliance. The GDPR presents numerous privacy-related changes for companies operating in the EU, including rights guaranteed to data subjects, requirements for data portability for EU consumers, data breach notification requirements and significant fines for noncompliance. In GDPR enforcement matters, companies have faced fines for violations of certain provisions. Fines can reach as high as 4% of a company’s annual total revenue, potentially including the revenue of a company’s international affiliates. EU regulations impose increasing obligations on businesses that collect and process commercial, personal and health data. For example, the EU Data Act effective as of September 12, 2025, requires data holders to provide broader rights for data subjects to access information generated through their use of certain networked devices. The EU’s European Health Data Space Regulation effective as of March 2025 established a comprehensive regulatory regime for sharing health data within and among EU member states. Additionally, governments outside of the EU are also taking steps to fortify their data privacy laws and regulations. For example, some countries in Africa, Asia and Latin America, including Brazil and South Africa, where we have operations, have implemented or are considering data protection laws. India recently enacted a data protection law, the Digital Personal Data Protection Act (the "DPDP Act"), that will impact how we handle vendor and employee data in India and maywill require us to develop new controls governing our processing of employee data. Given the size and scope of our operations in India, the costs of compliance with the DPDP Act, and any fines or penalties for breaches thereof, could be significant and could have a material adverse effect on our business, financial condition and results of operations. As privacy laws and regulations around the world continue to evolve, these changes and others could adversely affect our business operations, websites and mobile applications that are accessed by residents in the applicable countries.

In addition, the newcurrent U.S. presidential administration has sought, and is expected to seekcontinue to seek, to enact changes to numerous areas of law and regulations currently in effect.regulations. Any such changes could significantly impact our business either directly or indirectly through their impact on our clients. Legislative or regulatory changes that could materially impact our business directly include changes to immigration policy, income tax regulations and the federal tax code, and public company reporting requirements. The nature, timing and economic effects of potential changes to the current legal and regulatory framework affecting US institutions under the new administration remain highly uncertain. Future changes may adversely affect our operating environment and therefore our business, financial condition and results of operations.

In 2024,2025, more than 70%71% of our revenues were derived from clients based in North America and more than 15%22% of our revenues were derived from clients based in Europe. The inflationary economic environment in recent years has adversely affected economic activity in North America and Europe and activity in certain industries in which our clients operate.

We are in the midst of a multi-year process of implementing a complex new enterprise resource planning system (“ERP”), which is a major undertaking that will replace most of our existing operating and financial systems. An ERP system is used to maintain financial records, enhance data security and operational functionality and resiliency, and provide timely information to management related to the operation of a business. The ERP implementation will requirerequires the integration of the new ERP with existing information systems and business processes. Our ERP planning has required, and the ongoing planning and future implementation ofhas therequired new ERPand will continue to require, investment of significant capital and human resources, requiring the attention of members of our management team. Any deficiencies in the design, or delays or issues encountered in the implementation, of the new ERP could result in significantly greater capital expenditures and employee time and attention than currently contemplated, and could adversely affect our ability to operate our business, including effective management of our invoicing and accounts receivable and collections processes, file timely reports with the SEC or otherwise affect the proper and efficient operation of our controls. If the system as implemented, or after necessary investments, does not result in our ability to maintain accurate books and records, our financial condition, results of operations, and cash flows could be materially adversely impacted. Additionally, conversion from our old system to the new ERP may also cause inefficiencies until the ERP is stabilized and mature. The implementation of our new ERP will require new procedures and many new controls over financial reporting. If we are unable to adequately plan, implement and maintain procedures and controls relating to our ERP, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired and impact the effectiveness of our internal controls over financial reporting. All of the above could result in harm to our reputation or our clients, as well as expose us to regulatory actions or claims, any of which could materially impact our business, results of operations, financial condition and stock price.

Most of our revenues are denominated in U.S. dollars, with the remaining amounts largely in euros, UK pounds sterling, the Australian dollar, the Indian rupee and the Japanese yen. Most of our expenses are incurred and paid in U.S.Indian dollars,rupees, with the remaining amounts largely in IndianU.S. rupees,dollars, Romanian lei, Chinese renminbi, UK pounds sterling, Chinese renminbi, Philippine pesos, Polish zloty, euros, Mexican pesos, Costa Rican colón, Japanese yen, AustralianCanadian dollars, CanadianMalaysian dollars,ringgit, Guatemalan quetzals, Australian dollars, South African rand, Malaysian ringgitrand and Hungarian forint. As we expand our operations to new countries, we will incur expenses in other currencies. We report our financial results in U.S. dollars. The exchange rates between the Indian rupee, the euro and other currencies in which we incur costs or receive revenues, on the one hand, and the U.S. dollar, on the other hand, have changed substantially in recent years and may fluctuate substantially in the future. See Item 7A—“Quantitative and Qualitative Disclosures about Market Risk.”

Our results of operations have been adversely affected and could be further adversely affected by certain movements in exchange rates, particularly if the Indian rupee or other currencies in which we incur expenses appreciate against the U.S. dollar or if, as has occurred over the past year, the currencies in which we receive revenues, such as the euro, depreciate against the U.S. dollar. Although we take steps to hedge a substantial portion of our foreign currency exposures, there is no assurance that our hedging strategy will be successful or that the hedging markets will have sufficient liquidity or depth for us to implement our strategy in a cost-effective manner. In addition, in some countries, such as China, Costa Rica, India, Malaysia, the Philippines and Romania, we are subject to legal restrictions on hedging activities, as well as convertibility of currencies, which limits our ability to use cash generated in one country in another country and could limit our ability to hedge our exposures. Finally, our hedging policies only provide near term protection from exchange rate fluctuations. If the Indian rupee or other currencies in which we incur expenses appreciate against the U.S. dollar, we may have to consider additional means of maintaining profitability, including by increasing pricing, which may or may not be achievable. See also Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—Net Revenues—Foreign exchange gains (losses), net.”

A portion of our business depends on the ability of our employees to obtain the necessary visas and work or entry permits to travel to and do business in the countries where our clients and, in some cases, our delivery centers, are located. In recent years, in response to events such as terrorist attacks, thegeopolitical COVID-19 pandemic, global unresttensions, and political rhetoric,developments, immigration authoritiesauthorities, generally, and thoseparticularly in the United States in particular,States, have increased the level of scrutiny in grantinggranting, extending, and extending or renewing visas. If further terrorist attacks occur, global unrest intensifies, or nationalistic political trends continue, then obtaining, extending or renewing visas for our personnel may become more difficult. Additionally, in light of theThe current U.S. presidential administration's immigration agenda,agenda therehas iscreated increased uncertainty surrounding U.S. immigration policy,policy. includingRecent withexecutive respectorders toimpose worka visas$100,000 fee on certain new H-1B entries, expand travel restrictions, intensify Department of Labor investigations, and temporaryeliminate workautomatic authorizations.employment authorization extensions. Our operating subsidiaries in the U.S. use skilled workers holding H-1B and L-1 visas, and we expect that it mayhas become more expensiveexpensive, time-consuming, and timelegally consumingcomplex to utilize existing U.S. visa programsprograms. forAdditional executive or legislative action restricting the foreseeableuse future.of foreign personnel could materially increase our operating expenses, restrict our access to qualified workers, adversely affect our ability to recruit and retain critical talent, and place us at a competitive disadvantage relative to companies with greater resources. Visa processing delays or further restrictions could also disrupt our ability to staff client engagements, delay key projects, and reduce operational efficiency. Overall, ongoing changes in immigration laws and enforcement priorities have created significant uncertainty that makes workforce planning more difficult and could have a material adverse effect on our business and results of operations.

Macroeconomic and business environment

Our results of operations are affected by economic and geopolitical conditions, including the overall inflationary environmentnew and rapidly changing technologies, and shifting levels of business confidence. ThroughoutSince 2024,the continuedbeginning of 2025, economic anduncertainty geopoliticalhas uncertaintyincreased in manyseveral markets aroundglobally, thedriven world,by includingshifting with respect to monetarytrade policy and the prospect of slowing global economicgrowth, growth,which has impacted our business and may continue to impact our business in the future.

We are aan globalagentic and advanced technology services and solutions company.company Poweredrecognized byfor our mix of deep industry expertise,knowledge, operationalprocess excellence,intelligence and advancedlast-mile technology, we help companies reimagine finance and risk, supply chain and other core industry operations.expertise. We have over 140,000146,500 employees serving clients from more than 35 countries.

We earn revenues pursuant to contracts that generally take the form of a master service agreement ("MSA"), which is a framework agreement that is then supplemented by statements of work ("SOWs"). Our MSAs specify the general terms applicable to the services we will provide. Our MSAs are generally for terms of three to seven years, although they may also have an indefinite term or be for terms of less than three years. In most cases they do not specify pricing terms or obligate the client to purchase a particular amount of services. We then enter into SOWs under an MSA, which specify particular services to be provided and the pricing terms. Most of our revenues are from SOWs with terms of two to five years. We typically have multiple SOWs under any given MSA, and the terms of our SOWs vary depending on the nature of the services to be provided. We seek to develop long-term relationships with our clients.

Disaggregation of net revenues. WePrior disaggregateto the quarter that began on April 1, 2025, we disaggregated our net revenues as either Data-Tech-AI andor Digital Operations revenues based on the nature of services rendered. Beginning with the second quarter ended June 30, 2025, we now also disaggregate our revenue as revenue from Advanced Technology Solutions and Core Business Services.

Expenses. Personnel expenses are a major component of both our cost of revenue and our selling, general and administrative ("SG&A") expenses. Personnel expenses include salaries and benefits (including stock-based compensation) as well as costs related to recruitment and training. Personnel expenses are allocated between cost of revenue and selling, general and administrative expenses based on the allocation of the employee. Depreciation and amortization expense are allocated between cost of revenue and selling, general and administrative expenses using an appropriate allocation basis.

Our industry is labor-intensive. Wage levels in the countries in which our delivery centers are located have historically increased on a year-over-year basis. We attempt to address the impact of wage increases, and pressures to increase wages, in a number of ways, which include seeking to control entry-level wages, managing attrition, internal training to re-skill existing employees, delivering productivity and “right-skilling,” which refers to ensuring that positions are not filled by overqualified employees. We try to control increases in entry-level wages by implementing innovative recruitment policies, utilizing continuous training techniques, emphasizing promotion opportunities and maintaining an attractive work atmosphere and culture.

Selling, general and administrative expenses. Our selling, general and administrative ("SG&A") expenses are primarily comprised of personnel expenses for senior management and other support personnel in enabling functions, such as human resources, finance, legal, marketing, sales and sales support, and other non-billable support personnel. The operational costs component of SG&A expenses also includes travel and living costs for such personnel. Additionally, the operational costs component of SG&A expenses includes acquisition related costs, legal and professional fees (which represent the costs of third-party legal, tax, accounting and other advisors), strategic investments in research and development, digital technology, advanced automation and robotics, and an allowance for credit losses.

Other operating (income) expense, net. Other operating (income) expense, net primarily consists of the impact of certain operating losses resulting from the write-down of operating lease right-of-use assets, other assets, property, plant and equipment and intangible assets, impairment charges and losses on the sale of assets classified as held for sale, gains on lease terminations, the waiver of a vendor liability and a gain on the redemption of a loan note associated with the sale of a business classified as held for sale.

76%75% of our fiscal 20242025 net revenues were earned in U.S. dollars. We also received payments in euros, UK pounds sterling, Australian dollars, Indian rupees and Japanese yen. Our costs are primarily incurred in U.S.Indian dollars,rupees, as well as inU.S. Indian rupees,dollars, Romanian leu, Chinese renminbi, U.K.UK pounds sterling, Chinese renminbi, Philippine pesospesos, Polish zloty, euros, Mexican pesos, Costa Rican colón, Japanese yen, Canadian dollars, Malaysian ringgit, Guatemalan quetzals, Australian dollars, South African rand and Hungarian forint and the currencies of the other countries in which we have operations. While some of our contracts provide for limited sharing of the risk of inflation and fluctuations in currency exchange rates, we bear a substantial portion of this risk, and therefore our operating results could be negatively affected by adverse changes in wage inflation rates and foreign currency exchange rates. See our discussion of wage inflation under “Expenses” above. We enter into forward currency contracts, which are generally designed to qualify for hedge accounting, in order to hedge most of our net cost currency exposure between the U.S. dollar and the Indian rupee and Mexican peso, between the Australian dollar and the Indian rupee, and between the euro and the Romanian leu, and our revenue currency exposure between the U.S. dollar and the U.K.UK pound sterling, Philippine peso, Hungarian forint, Chinese renminbi, Malaysian ringgit, Polish zlotyzloty, Costa Rican colón, and the euro, and between the Chinese renminbi and the Japanese yen. However, our ability to hedge such risks is limited by local law, the liquidity of the market for such hedges and other practical considerations. Thus, our results of operations may be adversely affected if we are not able to enter into the desired hedging arrangements or if our hedging strategies are not successful. See Note 2—“Summary of significant accounting policies” to our consolidated financial statements under Part IV, Item 15—“Exhibits and Financial Statement Schedules” for additional information.

Bermuda taxes. We are organized in Bermuda. Bermuda does not currently impose any income tax on us. On December 27, 2023, the government of Bermuda passed legislation introducing a corporate income tax of 15%, which became effective on January 1, 2025. As a result of this new legislation, we recorded a deferred tax asset on net operating losses, which was fully offset by a valuation allowance.

Transfer pricing. We have transfer pricing arrangements among our subsidiaries involved in various aspects of our business, including operations, marketing, sales and delivery functions. U.S., U.K.,UK, and Indian transfer pricing regulations, as well as the regulations applicable in the other countries in which we operate, require that any international transaction involving affiliated enterprises be made on arm’s-length terms. We consider the transactions among our subsidiaries to be substantially on arm’s-length pricing terms. If, however, a tax authority in any jurisdiction reviews any of our tax returns and determines that the transfer prices we have applied are not appropriate, or that other income of our affiliates should be taxed in that jurisdiction, we may incur increased tax liability, including accrued interest and penalties, which would cause our tax expense to increase, possibly materially, thereby reducing our profitability and cash flows.

Other taxes. We have operating subsidiaries or branches in several countries, including Albania, Argentina, Australia, Brazil, Bulgaria, Canada, China, Colombia, Costa Rica, the Czech Republic, Egypt, Germany, Guatemala, Hungary, India, Ireland, Israel, Japan, Kosovo, Malaysia, Mexico, the Netherlands, Norway, the Philippines, Poland, Portugal, Romania, Singapore, Slovakia, South Africa, Thailand, Turkey, the United Kingdom andKingdom, the United States,States and Vietnam, as well as sales and marketing subsidiaries in certain jurisdictions, including the United States and the United Kingdom, which are subject to tax in such jurisdictions.

One of our subsidiaries in China obtained a ruling from the Government of China certifying it to be a Technologically Advanced Service Enterprise. As a result, that subsidiary is subject to a lower corporate income tax rate of 15% through December 31, 2026, subject to the fulfillment of certain conditions. Our delivery centers alsoare enjoyeligible for corporate tax holidays or concessional tax rates in certain other jurisdictions, including Costa Rica, Israel, Malaysia, the Philippines and Poland. These tax concessions will expire over the next few years, possibly increasing our overall tax rate.

New bookings can vary significantly year to year depending in part on the timing of signing of large contracts. The types of services clients are demanding, the duration of the contract and the pace and level of client spending may impact the conversion of new bookings to revenues. For example, bookings for our Digital Operations services,services and Core Business Services, which are typically provided under multi-year contracts, generally convert to revenue over a longer period of time than do bookings for our Data-Tech-AI services,services and Advanced Technology Solutions, which often include shorter cycle, project-based work.

We capitalize certain software and technologytechnology-related development costs incurred in connection with developing or obtaining software or technology for sale or lease to customers when the initial design phase is completed and commercial and technological feasibility has been established. Any development cost incurred before technological feasibility is established is expensed as incurred as research and development costs. Technological feasibility is established upon completion of a detailed design program or, in its absence, completion of a working model. Capitalized software and technology costs include only (i) the external direct costs of materials and services utilized in developing or obtaining software and technology andtechnology, (ii) compensation and related benefits for employees who are directly associated with the project.project, and (iii) interest costs incurred while developing or obtaining software or technology for sale or lease to customers.

We generally plan to indefinitely reinvest the undistributed earnings of foreign subsidiaries, except for those earnings that can be repatriated in a tax-freetax-efficient manner. Accordingly,As a result, we dorecognize not currently accrue any material income, distribution or withholding taxestax that would arisebe ifincurred suchon undistributed earnings werenot repatriated.subject to indefinite reinvestment.

The following table sets forth certain data from our consolidated statements of income statement for the years ended December 31, 20232024 and 20242025:

Adjusted for foreign exchange, primarily the impact of changes in the values of the Japanese yen, Argentine peso, Chinese yuaneuro and IndianUK rupeepound sterling against the U.S. dollar, our net revenues grew 6.7%6.4% in 20242025 compared to 20232024 on a constant currency3currency2 basis. Revenue growth on a constant currency3currency2 basis is a non-GAAP measure. We provide information about our revenue growth on a constant currency3currency2 basis so that our revenue may be viewed without the impact of foreign currency exchange rate fluctuations compared to prior fiscal periods, thereby facilitating period-to-period comparisons of our business performance. Total net revenues on a constant currency3currency2 basis are calculated by restating current-period activity using the prior fiscal period’s foreign currency exchange rates and adjusted for hedging gains/losses.

RevenuesNet byrevenues segmentdisaggregated between Data-Tech-AI and Digital Operations were as follows:

Cost of revenue. Cost of revenue was $3,248.9 million in 2025, up $171.8 million, or 5.6%, from $3,077.1 million in 2024, up $170.9 million, or 5.9%, from $2,906.2 million in 2023.2024. The increase in our cost of revenue in 20242025 compared to 20232024 was primarily due to (i) an increase in our operational headcount to support revenue growth, (ii) wage inflation, (iii) an increase in costs for resold partnership technologies, (iv) higher infrastructurestock-based expensescompensation expense, and (ivv) increased spending on professional services. This increase was partially offset by (i) lower depreciationcommunication and amortization expense, (ii) lower stock-based compensation expense and (iii) lower travel relatedtravel-related expenses in 20242025 compared to 2023.2024.

Gross margin. Our gross margin increased from 35.1% in 2023 to 35.5% in 2024.2024 Theto increase36.0% in gross margin was2025 primarily due to improved operating leverage in 20242025 compared to 2023.2024.

Selling, general and administrative (SG&A) expenses. SG&A expenses as a percentage of total net revenues were 20.3%20.6% in 20242025 and 20.4%20.3% 2023.2024. SG&A expenses were $1,046.7 million in 2025, up $79.6 million, or 8.2%, from $967.1 million in 2024, up $54.0 million, or 5.9%, from $913.1 million in 2023.2024. The increase in SG&A expenses was primarily due to (i) increased strategic investments in partnerships, alliances, and other sales and marketing capabilities, (ii) higher stock-based compensation expense, (iii) a higher allowance for credit losses, higherand travel related expenses and(iv) wage inflation in 20242025 compared to 2023. This increase was partially offset by lower stock-based compensation expense and improved G&A cost management in 2024 compared to 2023.2024.

Amortization of acquired intangible assets. Amortization of acquired intangible assets was $24.3 million in 2025, down $2.2 million, or 8.2%, from $26.5 million in 2024, down $5.0 million, or 15.9%, from $31.5 million in 2023.2024. This decrease was primarily due to the completion of useful lives of intangibles acquired in prior periods.periods, partially offset by the amortization of acquired intangible assets from our recent acquisition of XponentL. For additional information, see Note 3—“Business acquisitions” to our consolidated financial statements under Part IV, Item 15—“Exhibits and Financial Statement Schedules.”

•our ability to anticipate, develop and incorporate advanced technologies, including artificial intelligence (“"AI”") andtechnologies, such as 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;

•claims and lawsuits, including by clients, employees or other third parties;

•our ability to successfully implement our new enterprise resource planning systemsystem, including the effect of the transition on our internal control over financial reporting;

Our results of operations are affected by economic and geopolitical conditions, including overall levels of business confidence, inflationary pressures, monetary policy uncertainty and the pace of global growth. Economic uncertainty continues to increase in several markets globally, which has impacted our business and may continue to impact our business in the future. Any extended periods of slower sales cycles could have a material adverse effect on our business, financial position andposition, results of operations.operations and cash flows.

Geopolitical tensions also continue to intensify. Conflicts in the Middle East, in particular the Iran conflict, as well as the ongoing conflict between Russia and Ukraine, arehave exacerbatingexacerbated global market volatility and regional instability. We do not have operations in Iran, Russia or Ukraine, and our direct exposure to affected countries in the Middle East remains limited. To date, these conflicts have not had a material impact on our business, financial positionposition, operations, or operations,cash flows, but it is difficult to anticipate the future impacts of these conflicts on our business or our clients’ businesses.

We are an agenticAgentic Operations company, where applied AI meets context-rich process intelligence. We run and advancedtransform technologymission-critical solutions company recognizedoperations for ourglobal deepenterprises. industryOur knowledge,Agentic processOperations intelligenceare grounded in decades of operating core business processes across finance, supply chain, banking, insurance, and last-mile expertise.more. We have over 145,000141,000 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 MarchJune 31,30, 2026, we recorded net revenues of $1,296.1$1,343.4 million. Net revenues from Advanced Technology Solutions were $345.2$363.3 million and net revenues from Core Business Services were $950.8$980.1 million.

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, 2025. There have been no material changes to our critical accounting policies and estimates during the threesix months ended MarchJune 31,30, 2026 from those described in our Annual Report on Form 10-K for the year ended December 31, 2025.

The following table sets forth certain data from our consolidated statements of income for the three and six months ended MarchJune 31,30, 20252026 and 2026.2025.

Three Months Ended MarchJune 31,30, 2026 compared to the Three Months Ended MarchJune 31,30, 2025

Net revenues. Our net revenues were $1,296.1$1,343.4 million in the firstsecond quarter of 2026, up $81.1$89.0 million, or 6.7%,7.1%, from $1,214.9$1,254.4 million in the firstsecond quarter of 2025.

Adjusted for foreign exchange, primarily the impact of changes in the values of the euro, British poundeuro and Australian Dollardollar against the U.S. dollar, our net revenues grew 5.6%6.9% in the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025 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 increaseddecreased by 1.8%2.6% to approximately 145,500143,100 in the firstsecond quarter of 2026 from approximately 142,900146,900 in the firstsecond quarter of 2025.

Effective January 1, 2026, we revised our revenue disaggregation to better align with our current business structure, strategic priorities and internal reporting. Our revenue is now disaggregated between Advanced Technology Solutions and Core Business Services, replacing the prior disaggregation between Data-Tech-AI and Digital Operations. Accordingly, no disaggregation of revenue between Data-Tech-AI and Digital Operations has been presented for the firstthree quartersand ofsix months ended June 30, 2026 and 2025.

Net revenues from Advanced Technology Solutions in the firstsecond quarter of 2026 were $345.2$363.3 million, up $67.6$70.7 million, or 24.3%,24.1%, from $277.6$292.7 million in the firstsecond quarter of 2025. This increase was largelybroad-based and driven by increased demand for each component of our Advanced Technology Solutions, namely digital technology, data and AI solutions and services, agentic solutions,solutions and advisory servicesservices, in the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025.

Net revenues from Core Business Services in the firstsecond quarter of 2026 were $950.8$980.1 million, up $13.5$18.4 million, or 1.4%,1.9%, from $937.3$961.8 million in the firstsecond quarter of 2025, primarily due to an increase in revenue from technology-relatedthe technology services and ramp-upscomponent of recentlyour signedCore dealsBusiness Services in the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025.

Cost of revenue. Cost of revenue was $824.4$853.1 million in the firstsecond quarter of 2026, up $38.5$48.8 million, or 4.9%,6.1%, from $785.9$804.4 million in the firstsecond quarter of 2025. This increase was primarily duedriven toby the higher costs associated with an increase in our operational headcount to support revenue growth, wage inflation, and an increase in costs forfrom resold partnershippartner technologiestechnology in the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025 as well as wage inflation in the second quarter of 2026 compared to the second quarter of 2025.

Gross margin. Our gross margin increased fromto 35.3%36.5% in the firstsecond quarter of 20252026 tofrom 36.4%35.9% in the firstsecond quarter of 2026,2025, primarily duedriven toby lower headcount and a foreign exchange benefitbenefit, partially offset by the higher costs associated with an increase in revenue from resold partner technology in the firstsecond quarter of 2026.2026 compared to the second quarter of 2025.

Selling, general and administrative ("SG&A") expenses. SG&A expenses as a percentage of net revenues increased fromto 19.8%21.9% in the firstsecond quarter of 20252026 tofrom 20.9%21.2% in the firstsecond quarter of 2026.2025. SG&A expenses were $270.3$294.1 million in the firstsecond quarter of 2026, up $29.3$27.7 million, or 12.1%,10.4%, from $241.1$266.4 million in the firstsecond quarter of 2025. The increase was primarily due to increased strategic investments in partnerships, alliances, and other sales and marketing capabilities,capabilities as well as wage inflation, and higher spending on professional servicesinflation in the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025.

Amortization of acquired intangible assets. Amortization of acquired intangible assets was $3.1$3.3 million in the firstsecond quarter of 2026, down $1.2$1.0 million, or 28.0%,23.9%, from $4.3 million in the firstsecond quarter of 2025. This decrease was primarily driven by the completion of useful lives of intangible assets acquired in prior periods, partially offset by the amortization of acquired intangible assets from our acquisition of XponentL in June 2025. For additional information about the acquisition of XponentL, see Note 3—“Business acquisitions” under Part I, Item 1—“Unaudited Consolidated Financial Statements” above.periods.

Other operating (income) expense, net. Other operating income (net of expense) was $0.4$0.0 million in the firstsecond quarterquarters of 2026,both consistent2026 with $0.1 million in the first quarter ofand 2025.

Income from operations. As a result of the foregoing factors, income from operations as a percentage of net revenues increased fromto 15.1%14.4% in the firstsecond quarter of 20252026 tofrom 15.3%14.3% in the firstsecond quarter of 2026.2025. Income from operations increasedwas by $14.9 million from $183.7$192.9 million in the firstsecond quarter of 20252026, toup $198.6$13.5 million from $179.4 million in the firstsecond quarter of 2026,2025, primarily due to higher gross margin, partially offset by higher SG&A expenses in the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025.

Foreign exchange gains, net. We recorded a net foreign exchange gain of $7.3$2.1 million in the firstsecond quarter of 2026 compared to a gain of $1.3$0.4 million in the firstsecond quarter of 2025. The gain in the firstsecond quarter of 2026 resulted primarily from gains on fair value hedges and the depreciation of the Indian rupee against the U.S.U.S dollar, partially offset by losses from fair value hedges.dollar. The gain in the firstsecond quarter of 2025 resulted primarily from gains on fair value hedges, partially offset by losses resulting from the appreciation of the Indian rupee against the U.S. dollar.

Interest income (expense), net. Our interest expense (net of interest income) was $11.6$15.1 million in the firstsecond quarter of 2026, up $0.2$1.7 million from $11.4$13.5 million in the firstsecond quarter of 2025. Our interest income increased from $6.3 million in the first quarter of 2025 to $10.2 million in the first quarter of 2026, due to higher cash and cash equivalents and investments. Our interest expense increased to $21.8 million in the first quarter of 2026 from $17.7 million in the first quarter of 2025, primarily due to incrementala higher interest expenserate on our seniorSenior notesNotes issued in November 2025,2025 compared to our 2021 Senior Notes (as defined below), which we repaid on April 10, 2026. The increase was partially offset by lower interest expense on our term loan due to a lower SOFR and reduced volume in the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025. The weighted average rate of interest on our debt, including the net impact of interest rate swaps, wasincreased 4.7%to 5.4% in boththe second quarter of 2026 from 4.8% in the firstsecond quartersquarter of 2025 and 2026.2025. See the section titled “Liquidity and Capital Resources—Financial Condition” for further discussion.

Income tax expense. Our income tax expense was $46.0$45.1 million in the firstsecond quarter of 2026, up from $44.4$44.0 million in the firstsecond quarter of 2025, due to higher pre-tax income, representing an effective tax rate (“ETR”) of 23.7% in the firstsecond quarter of 2026, down from 25.3%24.9% in the firstsecond quarter of 2025. The decrease in our ETR in the second quarter of 2026 was primarily driven by the optimization of intercompany financingfinancing, as well as the mix of our pre-tax income and the impacts of other discrete items.

Net income. As a result of the foregoing factors, net income was $148.0$145.7 million in the firstsecond quarter of 2026, up $17.1$13.0 million from $130.9$132.7 million in the firstsecond quarter of 2025. Net income as a percentage of net revenues was 11.4%10.8% in the firstsecond quarter of 2026, up from 10.8%10.6% in the firstsecond quarter of 2025.

Adjusted income from operations. Adjusted income from operations (“AOI”) wasincreased $223.7by $16.3 million to $233.6 million in the firstsecond quarter of 2026, up $13.9 million2026 from $209.7$217.3 million in the firstsecond quarter of 2025. Our AOI margin wasincreased to 17.4% in the second quarter of 2026 from 17.3% in both the firstsecond quartersquarter of 2025 and 2026,2025, largely driven by higher gross margin, partially offset by higher SG&A expenses relatedin the second quarter of 2026 compared to investmentsthe insecond salesquarter capabilitiesof and development costs associated with our advanced data and agentic solutions.2025.

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, (v) acquisition-related expenses and (vvi) 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 MarchJune 31,30, 20252026 and 20262025:

The following table sets forth our AOI by segment for the three months ended MarchJune 31,30, 20252026 and 20262025:

AOI of our Financial Services and High Tech and Manufacturing segmentssegment increased by 13.8% and 15.4%, respectively,6.9%, primarily driven by higher revenues and operating efficiency in the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025. AOI of our High Tech and Manufacturing segment decreased by 0.4%, primarily driven by the ramp-down of a higher margin customer, partially offset by higher revenue in the second quarter of 2026 compared to the second quarter of 2025. AOI of our Consumer and Healthcare segment decreased by 8.0%,4.6%, largely driven by investments in additional delivery capabilities and resources to drive business growth in the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025.

AOI for “Unallocated corporate expenses” in the table above primarily represents the adjustment of allowances for credit losses, write-downs of property, plant and equipment and right-of-use assets,losses and over- or under-absorption of corporate overheads, which are not allocated to any individual segment for management's internal reporting purposes. See Note 18—“Segment reporting” under Part I, Item 1— “Unaudited Consolidated Financial Statements” above.