SecProbe.io

Mail Stop 3561
October 28, 2009
 Amit Shashank, Esq.  Vice President, General Counsel and Secretary  ExlService Holdings, Inc. 350 Park Avenue New York, NY 10022
Re: ExlService Holdings, Inc.
Registration Statement on Form S-3 Filed October 5, 2009 File No. 333-162335 Form 10-K for Fiscal Year Ended December 31, 2008 Filed March 16, 2009 File No. 1-33089
 Dear Mr. Shashank:

We have limited our review of your filings to those issues we have addressed in
our comments.  Where indicated, we think you should revise your documents in response
to these comments.  If you disagree, we will consider your explanation as to why a
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form S-3

Prospectus Cover Page

1. Please disclose that the company is offering up to an aggregate amount of
$200,000,000 in securities, and that the selling shareholders are offering for resale
up to 6,000,000 shares of common stock.  See Item 501(b)(2) of Regulation S-K.

Amit Shashank, Esq.
ExlService Holdings, Inc. October 28, 2009
Page 2   Selling Stockholders, page 4

2. Please expand your discussion to describe th e terms of the initi al transaction(s)
relating to the resale shares, including th e dates, the names of the purchasers, and
the number of shares purchased in each tr ansaction.  Since the transaction(s) must
be completed before you file a registrati on statement to rese ll those securities,
please include in your description when the transaction(s) closed. See Rule
430B(b)(2) of Regulation C.  Also briefl y describe the material terms of any
agreement(s) relating to these transactions, and file the related agreement(s) as an
exhibit to your next amendment.
 Description of Debt Securities, page 9

3. We note the references on pages 9 and 15 th at the debt may be guaranteed.  Please
clarify whether you intend to register the guarantees or delete these references.
 Incorporation by Reference, page 30

4. Please revise to include the Form 8- Ks filed on January 30, 2009 and on March
11, 2009.  See Item 12(a)(3) of Form S-3.   Also specifically incorporate by
reference any other applicable Exchange Act report filed after the date of the
initial registration statement, but prior to effectiveness.  See Compliance and
Disclosure Interpretations – Securities Act Forms (Question 123.05), available in
the Corporation Finance section of our website.
 Exhibit 5.1 – Opinion of Paul, Wei ss, Rifkind, Wharton & Garrison LLP

5. Please clarify in the first paragraph that Paul, Weiss, Rifkind, Wharton &
Garrison LLP has acted as counsel to the company.
6. Page 4 of the opinion, in the paragraph numbered 4, states in part “such Company Depositary Shares will entitle the holders thereof to the rights specified in the
Depositary Agreement.”  Please revise to also state that the Company Depositary
Shares will be valid an d legally binding obligations of the company.

7. The reference to the Delaware General Corporation Law in the second to last
paragraph should also include  all applicable Delaware statutory provisions of law
and the reported judicial d ecisions interpreting these laws. Please revise or have
counsel confirm this supplementally a nd file this corres pondence on EDGAR, as
it will be a part of the Commission’s offi cial file regarding this registration
statement.
8. We note the language in the second to la st paragraph, “Our opinion is rendered
only with respect to the laws, and the ru les, regulations and orders under those

Amit Shashank, Esq.
ExlService Holdings, Inc. October 28, 2009
Page 3
laws, that are currently in effect
.”  Please be advised that in order for you to
become effective, it will be necessary for c ounsel to file an opinion dated as of the
effective date.  Alternatively, counsel should remove the limitations from the
opinion.

9. The opinion does not cover the shares be ing offered by selling shareholders.
Please revise or advise.

10. Please confirm your understanding that an updated unqualified opinion of counsel should be filed with respect to the legality of the securities being offered by the company for each sale of th e securities registered in this filing.  See Compliance
and Disclosure Interpretations – Securi ties Act Rules (Question 212.05), available
in the Corporation Finance section of our website.
 Form 10-K for Fiscal Year Ended December 31, 2008

11. You should comply with the following comments in all future filings, as
applicable.  Please confirm in writing that you will do so, and also explain to us in
detail sufficient for an understanding of  your disclosure how you intend to comply
by providing us with yo ur proposed revisions.

Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 36

Results of Operations, page 46

12. Please describe the causes for the change  in gross profit as  a percentage of
revenues for each year presented.  Se e Item 303(a) of Regulation S-K and
Financial Reporting Codification 501.04.
 Controls and Procedures, page 56

13. We note in the last sentence of the firs t paragraph that you r CEO and CFO have
concluded that your disclosure controls  and procedures were effective at a
reasonable assurance level. However, you st ate in the first sentence of the same
paragraph that you maintain disclosure c ontrols and procedures  that are designed
in accordance with the definition containe d in Exchange Act Rules 13a-15(e) and
15d-15(e). Please tell us why you have a dded the reasonable assurance language
in the last sentence and repeated the de finition contained in Exchange Act Rules
13a-15(e) and 15d-15(e).  Alternativel y, in future filings you may simply
conclude that your disclosure  controls and procedures ar e effective or ineffective,
whichever the case may be.

Amit Shashank, Esq.
ExlService Holdings, Inc. October 28, 2009
Page 4  Management’s Annual Report on Internal C ontrol over Financial Reporting, page 56

14. We note that your Chief Executive Officer and Chief Financial Officer expressed
their belief  as to the effectiveness of your  internal control over financial
reporting.  Please confirm, if true, that  your Chief Executive Officer and Chief
Financial Officer concluded  that your internal control over financial reporting is
effective.
Consolidated Financial Statements
 Consolidated Balance Sheets, page 70

15. We note that you disclose shares held in treasury as outstanding shares.  Please
revise or advise.
 Notes to Consolidated Financial Statements, page 74

 Note 2. Summary of Significant Accounting Policies, page 74

 Cash and Cash Equivalents a nd Restricted Cash, page 75

16. It appears that investments classified  as cash equivalents may exceed 40% of
consolidated assets.  Please explain to us whether you are an investment company
under Section 3(a)(1 )(C) of the Investment Co mpany Act of 1940 and how you
made the determination.  Please tell us the value of “investment securities” as
defined in Section 3(a)(2) of the Inve stment Company Act and the amounts of
total assets for each entity included in your consolidated financial statements on
an unconsolidated  basis as of December 31, 2008.  If you are an investment
company under Section 3(a)(1)(C), pl ease explain to us how you are in
compliance with the Investment Company Ac t.  For example, please explain in
detail whether you can rely on Rule 3a-1  of the Investment Company Act.
 Revenue Recognition, page 78

17. Please disclose the amount of unbilled accrued revenues at each balance sheet date.  Refer to Rule 5-02(3 )(c)(2) of Regulation S-X.
 Earnings Per Share, page 81

18. Please tell us how you treat vested rest ricted stock and restricted stock unit
awards in basic earnings per share com putations.  Refer to paragraph 10 of SFAS
128.  In addition, we note your disclosure in Note 11 regarding dividend rights of
restricted stock.  Please include a discussi on of the applicability of the two class
method for financial statements issued af ter the effective date of FSP EITF 03-6-
1.  Finally, please revise your disclosure  in Note 11 to clearly describe the

Amit Shashank, Esq.
ExlService Holdings, Inc. October 28, 2009
Page 5
dividend rights of vested and unvested re stricted stock and restricted stock unit
awards.
 Note 10. Income Taxes, page 91

19. We understand that the deferred tax benefit line item in the income tax
reconciliation table on page 94 represen ts the net unrecognized deferred income
tax expense for each year related to tem porary differences that are expected to
reverse during tax holiday periods.  Please confirm whether or not our
understanding is correct.  If our understand ing is not correct, pl ease tell us what
the line item represents.  Also, please e xplain to us why there is no reconciling
amount for the current fiscal year.  In a ddition, explain to us why the reversal of
bad debt reserve is a reconciling item.

20. Please provide us with a reconciliation of deferred income tax benefits relating to continuing operations disclosed in the table on page 92 to the amounts disclosed
in the consolidated statements of cas h flow for each year presented.
 Note 11. Stock Based Compensation, page 94

21. Please disclose the total intrinsic value of stock options exercised and the total fair
value of restricted stock and restricted st ock units vested for each year for which
an income statement is provided.  Refe r to paragraph A240.c. of SFAS 123(R).
Please also disclose the general terms of performance based restricted stock
awards.  In addition, please tell us why se parate disclosure of performance based
restricted stock awards are not important to an understa nding of your use of stock-
based compensation.  Refer to paragraphs  A240.a. and A240.f. of SFAS 123(R).
 Definitive Proxy Statement filed on Schedule 14A

 Compensation Discussion and Analysis, page 12

 Cash Incentive Bonus, page 17

22. Please clarify how you calculated the annual cash incentive bonus amounts for each
 executive officer.  Note that under Item 402(b)(1)(v) of Regulation S-K, a
filer must disclose how it determined the amount and formula for each element of compensation.    *****

 As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover

Amit Shashank, Esq.
ExlService Holdings, Inc. October 28, 2009
Page 6  letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the even t 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 purs uant to delegated authority, declare the
filing effective, it does not foreclose th e 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 relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and
 ‚ the company may not assert staff comments a nd the declaration of effectiveness 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 advi sed that the Division of En forcement 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 acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
 We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

Amit Shashank, Esq.
ExlService Holdings, Inc. October 28, 2009 Page 7
 You may contact Adam Phippen, Accountant, at (202) 551-3336 or William
Thompson, Accounting Branch Chief, at (202)  551-3344, if you have questions regarding
comments on the financial statements and related matters.  Please contact Scott Anderegg, Staff Attorney, at (202) 551-3342, or  Brigitte Lippmann, Special Counsel, at
(202) 551-3713 or me at (202) 551-3 720 with any other questions.

Sincerely,
    H. Christopher Owings
Assistant Director
  cc: John C. Kennedy, Esq.   Paul, Weiss, Rifkind, Wharton & Garrison LLP
 1285 Avenue of the Americas   New York, NY 10019-6064