SecProbe.io

December 1 8, 2012

Via E -mail
Vishal Chhibbar
Chief Financial Officer
ExlService Holdings, Inc.
280 Park Avenue, 38th Floor
New York, New York 10017

Re: ExlService Holdings, Inc .
 Form 10-K for Fiscal Year Ended December 31, 2011
Filed March 6, 2012
File No. 1 -33089

Dear Mr. Chhibbar :

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comme nts apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing  and the information you provide in
response to these  comments, we may have  additio nal comments.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
37

Results of Operations, page 47

1. Please tell us your consideration of discussing the $2.8 million reversal of income tax
reserves during 2010 including the basis therefor and the resulting impact on the effective
income tax rate for fiscal year 2010.

Vishal Chhibbar
ExlService Holdings, Inc.
December 1 8, 2012
Page 2

 Liquidity and Capital Resources, page 51

2. We note that you have significant foreign operations and earnings and have recorded
limited or no U.S. tax provision relating to these earnings as they are considered to be
permanently reinvested.  As such, please tell us your consideration of exp anding your
discussion of liquidity and capital resources to:

 Disclose the amount of cash and short term investments held by foreign
subsidiaries;
 Provide a statement that you would need to accrue and pay taxes if such amounts
were repatriated; and
 Disclose that you do not intend to repatriate the funds as indicated in the footnotes
to the financial statements.
Notes to Consolidated Financial Statements, page 72

Note 5. Business Combinations, Goodwill and Intangible Assets, page 83

3. For each materia l business combination, please disclose the following additional
information:

 The factors that make up the goodwill recognized;
 The total amount of goodwill that is expected to be deductible for tax purposes;
 Why the initial purchase accounting is incompl ete and the specific assets,
liabilities, equity interest or items of consideration for which the initial accounting
is incomplete; and
 The nature of any measurement period adjustments recognized during the period.

Refer to ASC 805 -30-50-1, ASC 805 -10-50-6 and ASC 805 -10-25-17.

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 the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

Vishal Chhibbar
ExlService Holdings, Inc.
December 1 8, 2012
Page 3

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

You may contact Robyn Manuel, Staff Accountant , at (202) 551 -3823 or me at (202)
551-3344  if you have questions regarding our comments or any other questions.

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief