Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
GE Capital (Mauritius) Holdings Ltd
  2. Issuer Name and Ticker or Trading Symbol
Genpact LTD [G]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
LES CASCADES BUILDING, EDITH CAVELL STREET
3. Date of Earliest Transaction (Month/Day/Year)
08/01/2007
(Street)

PORT LOUIS, O4 00000
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Shares, $0.01 par value per share               19,022 D (1)  
Common Shares, $0.01 par value per share 08/01/2007   S(2)   5,882,353 D $ 13.23 47,928,342 D (3)  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GE Capital (Mauritius) Holdings Ltd
LES CASCADES BUILDING
EDITH CAVELL STREET
PORT LOUIS, O4 00000
    X    
GE Capital International (Mauritius)
LES CASCADES BUILDING
EDITH CAVELL STREET
PORT LOUIS, O4 00000
    X    
GE Indian Services Holding Private LTD
AIFACS BUILDING
1 RAFI MARG
NEW DELHI, K7 110001
    X    
GE India Ventures LLC
120 LONG RIDGE ROAD
STAMFORD, CT 06927
    X    
General Electric Capital Services Indian Investments LLC
120 LONG RIDGE ROAD
STAMFORD, CT 06927
    X    
GENERAL ELECTRIC CAPITAL CORP
260 LONG RIDGE ROAD
STAMFORD, CT 06927
    X    
GENERAL ELECTRIC CAPITAL SERVICES INC/CT
260 LONG RIDGE RD
STAMFORD, CT 06927
    X    
GENERAL ELECTRIC CO
3135 EASTON TURNPIKE
W3M
FAIRFIELD, CT 06828
    X    

Signatures

 /s/ Bryant B. Cohen, Attorney-in-Fact   08/03/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Directly owned by GE Capital International (Mauritius) ("International"). Indirectly owned by GE Indian Services Holding Private Limited ("Indian Holding"), GE India Ventures LLC ("India Ventures"), General Electric Capital Services Indian Investments LLC ("Indian Investments"), General Electric Capital Corporation ("GECC"), General Electric Capital Services, Inc. ("GECS") and General Electric Company ("GE"). International is a subsidiary of Indian Holding, which is a subsidiary of India Ventures, which is a subsidiary of Indian Investments, which is a subsidiary of GECC, which is a subsidiary of GECS, which is a subsidiary of GE. Indian Holding, India Ventures, Indian Investments, GECC, GECS and GE disclaim beneficial ownership of all shares owned by International, except to the extent of their pecuniary interest therein. See Exhibit 99.1, incorporated by reference herein.
(2) Sale by GE Capital (Mauritius) Holdings Ltd. ("Holdings").
(3) Directly owned by Holdings. Indirectly owned by International, Indian Holding, India Ventures, Indian Investments, GECC, GECS and GE. Holdings is owned by GECC and International. International, Indian Holding, India Ventures, Indian Investments, GECC, GECS and GE disclaim beneficial ownership of all shares owned by Holdings, except to the extent of their pecuniary interest therein. See Exhibit 99.1, incorporated by reference herein.
 
Remarks:
Exhibits 24 and 99.1, incorporated by reference herein.

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