SecProbe.io

October 1 4, 2014

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 the Year Ended December 31, 2013
Filed March 3, 201 4
Form 10 -Q for the Quarterly Period Ended June 30, 2014
Filed July 29, 2014
Form 8 -K Filed July 29, 2014
File No. 1 -33089

Dear Mr. Chhibbar :

We have reviewed your filing s and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to ot her portions of your documents.  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 s, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do no t believe our comments 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 s and the information you provide in
response to these  comments,  we may have  additional comments.

Form 10 -K for the Year Ended December 31, 2013

Consolidated Financial Statements, page F -1

1. Reference is made to your discussion of the Travelers Services Agreement termination in
the last paragraph on page 42 which states that you expect to reimburse Travelers for
certain expenses incurred in connection with the termination and that you also expect to
provide certain disentanglement services to Travelers at your expense.  Please tell us your
consideration of  accruing expenses related to estimated reimbursements and
disentanglement services as of December 31, 2014, March 31, 2014 and June 30, 2014
referencing applicable authoritative literature.  Please also tell us your consideration of

Vishal Chhibbar
ExlService Holdings, Inc.
October 1 4, 2014
Page 2

 providing disclosure r elated to the termination in the notes to consolidated financial
statements in this filing and in Form 10 -Q for the quarterly periods ended March 31, 2014
and June 30, 2014.

Notes to Consolidated Financial Statements, page F -9

10.  Employee Benefit Plans , page F -26

2. We note that the change in plan assets in the table on page F -28 does not include benefit
payments.  Please advise.

Form 10 -Q for the Quarterly Period Ended June 30, 2014

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 23

Results of Operations, page 27

Three Months Ended June 30, 2014 Compared to Three Months Ended June 30, 2013

Provision for Income Taxes, page 29

3. Please tell us your consideration of disclosing the underlying reasons f or the $2.2 million
reversal of an unrecognized tax benefit.

Form 8 -K Filed July 29, 2014

Exhibit 99.1

4. We note your disclosure in the third full paragraph that excluding disentanglement costs
and the impact of transitioning clients, constant currency re venues grew 13.6% year -
over-year.  This revenue growth percentage is a non -GAAP measure.  Please provide the
disclosures required by to Item 10(e)(1)(i) of Regulation S -K in future filings.

We urge all persons who are responsible for the accuracy and adeq uacy of the disclosure
in the filing s to be certain that the filing s include 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 t he 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 s;

Vishal Chhibbar
ExlService Holdings, Inc.
October 1 4, 2014
Page 3

 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 s; and

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

You may contact Adam Phippen, Staff Accountant , at (202) 551 -3336  or me at (202)
551-3344  if you have questions regarding our comments or any other questions.

Sincerely,

 /s/ William H. Thompson

Willia m H. Thompson
Accounting Branch Chief

cc:  Nancy Saltzman
 General Counsel