SecProbe.io

August 24, 2006

Mail Stop 4561

Vikram Talwar
Chief Executive Officer
ExlService Holdings, Inc.
350 Park Avenue
New York, NY 10022

 Re: ExlService Holdings, Inc.
  Amendment No. 3 to Registra tion Statement on Form S-1
Filed July 27, 2006
  Registration No. 333-121001

Dear Mr. Talwar:

 We have reviewed your filing and have th e following comments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will
consider your explanation as to why our commen t is inapplicable or a revision is unnecessary.
Please be as detailed as necessary  in your explanation.  In some of our comments, we may ask you
to provide us with supplemental information so we may better understand your disclosure.  After
reviewing this information, we may or  may not raise additional comments.

Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in these re spects.  We welcome any questions you may have
about our comments or on any other aspect of our review.  Feel free to call us at the telephone
numbers listed at the end of this letter.

General
1. We note your response to previous comment 3 a nd have reviewed the supplemental material
provided in support your statements of leadership.  Please revise  your disclosure to disclose
the measure used to claim your leadership posi tion and clarify that it is not based on solely
on revenue.

Vikram Talwar
ExlService Holdings, Inc.
August 24, 2006 Page 2
Prospectus Summary

Our Business, page 1
2. We note your disclosure regarding the compound  annual growth rate of your revenues
between 2003 and 2005.  Please balance your disc losure by clarifying that much of the
growth for the period 2003 to 2004 resulted from  your providing services for certain clients
for the entire year in 2004 rather than providing services for only part of the year for 2003.  In addition, we note that the growth rate between 2004 and 2005 was significantly less than
the CAGR for the three-year  period and the revenue increase from 2003 to 2004.  Please
break out these numbers to better illustrat e your revenue position during these years.
3. Please provide the reports referenced in the “Market Opportunity” section of your summary, marking the relevant portions that support your statements for our review. Please also clarify in your disclosure  the source of the NASSCOM-M cKinsey data reports.  For
example, we note from the supplemental material you provided on April 15, 2005 that NASSCOM data is obtained from member comp anies on a quarterly basis and, as such, the
data may not represent a complete picture of the business process outsourcing market
opportunities in general.

Competitive Strengths, page 2
4. Please quantify the aggregate equity stake held by insiders of the company, both on a pre-
and post-offering basis.

Information about the company, page 4
5. Please expand to briefly describe further detail s of the Inductis, Inc. acquisition, including
the total purchase price paid and related ea rn out and contingent payment obligations,
including the total maximum number of shares th at may be issued as part of the earn out
and contingency payment obligations in future periods.  Please also disclose how the stock
issued in connection with thes e obligations will be valued.

Summary Risk Factors, page 6

6. Please revise the summary risk factors to better illustrate the potential risks to investors.
For example,

• In the sixth bullet point, please expand to  briefly describe the nature of the
termination provisions and why they c ould adversely affect  your operations;
• In the seventh bullet point, please iden tify your largest client and quantify the
portion of your revenues represented; and,

Vikram Talwar
ExlService Holdings, Inc.
August 24, 2006 Page 3
• In the eighth bullet point, please quantify the ownership interests of Oak Hill and
FTVentures on both a pre- and post-offeri ng basis, and indicate that, on a pre-
offering basis, these entities have the ab ility to control substantially all matters
brought before the Board of Directors, not  merely exercise significant influence.

Risk Factors
7. We note that both Norwich Union and Ameri can Express include non-competition clauses
in the agreements they have with you that hinder your ability to offer outsourcing services
to competitors of Norwich Union and American Express.  Please consider adding a new risk factor that addresses the scope of this prohi bition and assess how it affects your ability to
expand within the BFSI s ector of your industry.

Our research and analytics services  and our advisory services…page 13
8. Please clarify what you mean when you refer to so me of your advisory se rvices as “discrete
projects,” and describe further how that cl assification poses a risk  to your business.

Our industry may not develop in wa ys that we currently…, page 16
9. In order to add depth to your risk factor, please provide ad ditional information regarding
your market presence in the UK, including the portion of your revenues derived from
contracts originating in the UK.  In addition, please clarify whether the legislation referred
to includes a “grandfather clause” for existing agreements or, if not, why you believe that
this legislation will not affect existing agreements you have with your customers.

Unaudited Pro Forma Consolidated Financial Information, page 32
10. Please revise your opening paragraph to incl ude a more detailed description of the
transaction and the entities involved in accord ance with Item 11-02(b)(2) of Regulation S-
X.
11. We note you have included a summarized pro forma balance sheet.  Please revise your pro
forma balance sheet disclosure to include all ma jor captions that are in excess of ten percent
of total assets.  Please refer to Item 11-02(b)(3) of Regulation S-X.
12. Related to your calculation of  the purchase price, please te ll us how you considered the
issuance of restricted shares in your determina tion of the purchase price.  In addition, please
explain the basis for your al location of the purchase price explaining your considerations
determining the value of each intangible asset.  Finally, please revise to disclose the useful
lives for all acquired intangible assets that are subject to amortization.
13. We note that $0.4 million of the purchase price will be paid in January 2007.  Please explain why your pro forma balance sheet does not reflex a liability for that payment.  In addition,

Vikram Talwar
ExlService Holdings, Inc.
August 24, 2006 Page 4
please revise your disclosures to  clearly explain the terms a nd impact of all contingent
consideration.
14. We note that from your disclosure that the fair value of shares issued in the transactions was
$17.40 per share. Please reconcile this with th e disclosure on F-63 that the shares were
valued at $23.75.
15. Related to note (c), please advise why you ha ve not recorded an adjustment for income
taxes in the three months ended March 31, 2006.
16. Related to note (f), please a dvise us how you calculated the adjustment to eliminate $2.7
million in deferred tax assets in the business combination.  We note from page F-81 that
Inductis only had net deferred tax assets of $0.8 million at March 31, 2006.

Management Discussion and Analysis, page 37
17. Please update your MD&A to include your most recent interim period.

Expenses, page 39

Depreciation and Amortization, page 40
18. Please revise to include the amortization of in tangible assets in this discussion.  Based upon
your pro forma information, it appears that am ortization expense will increase significantly
as a result of the Inductis Acquisition.

Acquisition History, page 42
19. In your discussion of the Inductis, Inc. acquisi tion please disclose here the total purchase
price for the acquisition.
20. Disclose the debt incurred in the acquisition as mentioned page 52.

Results of Operations, page 46
21. We note the net gain of $1.4 million from an ineffective cash flow hedge for fiscal year 2005.  Please tell us which income statemen t caption includes the gain and revise your
discussion of the results of operations to include all material changes within the income statement captions.

Vikram Talwar
ExlService Holdings, Inc.
August 24, 2006 Page 5
Contractual Obligations, page 53
22. Please revise you to include your obligations under the employment agreements disclosed
on pages 86 through 88.

Business, page 57
23. On the top of page 58, please briefly discuss the significance of cer tification by Customer
Operations Performance Center, Inc. and th e receipt of an OHSAS  18001 certification for
certain of your facilities.

Exl’s Competitive Strengths, page 50
24. We note your statement that a substantial majo rity of your revenues are derived from the
BFSI sector of your business. Please revise to quantify the amount derived from the BFSI
sector in the most recent period.

Intellectual Property, page 71
25. Please advise us as to why you have not disclo sed the lawsuit brought against Jaipur Golden
Transport Company Private Limited in the Le gal Proceedings section pursuant to Item 103
of Regulation S-K.

The Inductis Acquisition, page 77
26. Please expand to explain the terms of the “wor king capital adjustment ” as defined in the
Inductis agreement and to disclose the maxi mum amount that may be paid in additional
consideration as a result of th e working capital adjustment.

Executive Compensation, page 85
27. We refer to the disclosure in footnote 1 to th e table.  The amounts disclosed in the table
under the “Other Annual” column for the resp ective periods exceed the expenses described
in footnote 1.  Please revise the footnote so that the source of the total amount of expenses
for each period is clear and so th at the totals are consistent.

Employment Agreements, page 86
28. Please briefly describe the “specific circum stances” under which Mr. Talwar and/or Mr.
Kapoor will be restricted from serving as a member of your board.

Vikram Talwar
ExlService Holdings, Inc.
August 24, 2006 Page 6
Options/SAR Grants in La st Fiscal Year, page 86
29. Please revise to disclose the fair value of  your common stock at the date options were
granted to Ms. Murray and Mr. Shashank.

Principal Stockholders, page 98
30. Please tell us why you have included in the tabl e shares that are not exercisable within 60
days (footnote 9, 14, 15 and 16) and therefore are not currently beneficially owned as that
term is defined under Rule 13d-3 of the Exchange  Act by the respective pa rties in the table.

Financial Statements

Consolidated Statement of Operations, page F-4
31. We note the inclusion of revenues from relate d parties on the face of the Statement of
Operations.  Please disclose in the footnotes a descri ption of the transact ions and the related
party.

Consolidated Statement of Cash Flows, page F-7
32. We note the inclusion of change s in restricted cash as a co mponent of net cash provided by
(used in) operating ac tivities.  Please tell us your ba sis for including the changes in
restricted cash as a component of operating ac tivities rather than a component of investing
activities.

Notes to Consolidated Financial Statements

Summary of Significan t Accounting Policies
Segment Information, page F-10
33. Please revise your SFAS 131 disclosure rega rding segments to include applicable
disclosures under paragraphs  25 through 28 of SFAS 131.

Note 6 – Redeemable Preferred Stock, page F-16
34. Please revise your disclosure to clarify what  amendments were made to preferred stock
agreement in addition to disclosing the current terms of the agreement.  Also, please provide
us with your basis for reclassifying the prefer red stock on the balance sheet as of December
31, 2004.

Vikram Talwar
ExlService Holdings, Inc.
August 24, 2006 Page 7
Note 11 – Stock Based Compensation, page F-23
35. It is unclear to us why the fa ir value of your stoc k decreased after Marc h 15, 2005 in light of
your improving operating results, cash flows, a nd financial position.  Please revise your
disclosure to highlight the mile stones and other events that re sulted in decline in your stock
price.  In addition, please consider discussi on in MD&A that high lights the significant
factors, assumptions, and methodologies used in determining fair value and the reason
management chose not to obtain an independent valuation of it s stock in determining fair
value.

Note 11 – Income Taxes, page F-38
36. Please revise your disclosure to clarify the nature of the deferred tax asset recognized.

Inductis, Inc. Financial Statements

Note 9 – Other Assets, page F-54
37. Please revise to clearly disclose the terms of  the loans made to iTouchpoint.  In doing so,
please explain the business purposes for these an d tell us why the Inductis loaned additional
funds in 2006 after the amounts loaned in 2005 were determined to be impaired.  Were
these loans made to satisfy a funding commitment ? If so, please tell us if the Company has
assumed this commitment in conjunction with acquisition.

Note 13 – Common Stock, page F-57
38. Please explain how you have classified the inte rest charged by the former holding company
in the financial statements.

Note 16 – Income Taxes, page F-58
39. Please revise your disclosure to clarify what is meant by “non-effective US source corporate
income.”  In addition, please tell us why the ch ange in accounting from cash to accrual basis
is being recorded over a fou r-year period rather than at  the time of conversion.

Exhibits
40. Please file your legal opinion and underwriting ag reement or provide us with drafts of these
documents with your next amendment so that we have an opportunity to review them.

* * *

Vikram Talwar
ExlService Holdings, Inc.
August 24, 2006 Page 8
As appropriate, please amend your registration statement in response to these comments.
You may wish to provide us with marked copies of  the amendment to exped ite our review.  Please
furnish a cover letter with your amendment that ke ys your responses to ou r comments and provides
any requested information.  Detailed cover letters greatly facilitate our re view.  Please understand
that we may have additional comments after reviewing your amendment and responses to our
comments.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filings reviewed by the staff to be certain th at they have provided all information investors
require for an informed decision.  Since the comp any and its management are in possession of all
facts relating to a company’s disclosure, they ar e responsible for the accur acy and adequacy of the
disclosures they have made.

 Notwithstanding our comments, in the event the company requests acceleration of the
effective date of the pending registration statement,  it should furnish a letter, at the time of such
request, acknowledging that:

‚ should the Commission or the staff, acting pursua nt to delegated authority, declare the filing
effective, it does not foreclose the Commission from  taking any action with respect to the filing;

‚ the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective, does not re lieve the company from its full responsibility for the adequacy
and accuracy of the disclosure in the filing; and

‚ the company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 In addition, please be advised that the Division of Enforcemen t has access to all information
you provide to the staff of the Di vision of Corporation Finance in connection with our review of
your filing or in response to our comments on your filing.

We will consider a written request for a