SecProbe.io

CORRESP
1
filename1.htm

[Letterhead of ExlService Holdings, Inc.]

October 7, 2025

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, DC 20549-3561

Attention: Abe Friedman and Theresa Brillant

    Re:

    ExlService Holdings, Inc.

    Form 10-K for the Year Ended December 31, 2024

    File No. 001-33089

Dear Mr. Friedman and Ms. Brillant:

We are writing in response to the comments of the
staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) contained in the
Commission’s letter addressed to Mr. Maurizio Nicolelli, Chief Financial Officer of ExlService Holdings, Inc. (“we”
or the “Company”), dated September 25, 2025 (the “Comment Letter”) regarding the above referenced filing.

We have reproduced your comments (in italicized
font) for ease of reference. The Company’s response to the Comment Letter is as follows:

Form 10-K for Fiscal Year Ended December 31, 2024

Item 7. Management's Discussion and Analysis

Results of Operations

Fiscal 2024 Compared to Fiscal 2023

Revenues, page 40

 1. Please revise your discussion to separately quantify the changes in revenue from new clients and existing clients. Refer to
Item 303(b)(2)(iii) of Regulation S-K.

Response
to Comment:

The Company respectfully submits to
the Staff that separate quantification of the changes in revenue from new and existing clients is not material to an understanding of
the Company’s results from operations. However, the Company acknowledges the Staff’s comment and believes that this additional
information can be helpful to investors. Accordingly, the Company’s disclosures will be revised in future filings to address this
additional information, consistent with the applicable requirements of Regulation S-K and the example presented below (please note this
disclosure is presented for the year ended December 31, 2024, and will be updated as applicable for all required periods in our future
filings).

Mr. Abe Friedman and Ms. Theresa Brillant

Page 2 of 4

Example
Disclosure from Form 10-K for the Year Ended December 31, 2024 (page 40) (revised text in underline)

“Revenue for fiscal 2024 were
up by $207.7 million, or 12.7%, compared to fiscal 2023, driven primarily by ramp ups and volume increase in existing clients across
all reportable segments by 9.0% and revenue from new client wins including revenue from our August 2024 acquisition of ITI Data by 3.7%
during fiscal 2024.

Revenue growth in Insurance of $84.1
million, or 15.9% from fiscal 2023, was primarily driven by expansion of business for our digital operations and solutions services
from our existing clients by 13.0% and new clients by 2.9% during fiscal 2024.

Revenue growth in Healthcare of
$10.4 million, or 9.8% from fiscal 2023, was primarily driven by expansion of business for our digital operations and solutions services
from our existing clients during fiscal 2024.

Revenue growth in Emerging Business
of $46.0 million, or 17.3% from fiscal 2023, was primarily driven by expansion of business for our digital operations and solution
services from our existing clients by 12.3% and new clients by 4.8% during fiscal 2024. Revenue also increased by $0.6 million, mainly
attributable to the appreciation of the U.K. pound sterling against the U.S. dollar during fiscal 2024.

Revenue growth in Analytics of $67.2
million or 9.2% from fiscal 2023, was primarily driven by higher volumes in our annuity and project-based engagements from our existing
clients by 4.7% and new clients including revenue from our August 2024 acquisition of ITI Data by 4.4% during fiscal 2024. Revenue
also increased by $0.7 million, mainly attributable to the appreciation of the U.K. pound sterling against the U.S. dollar during fiscal
2024.”

Mr. Abe Friedman and Ms. Theresa Brillant

Page 3 of 4

Notes to Consolidated Financial Statements

3. Segment and Geographical Information, page F-21

 2. Please revise to reconcile the total of your reportable segments' measure of profit or loss to your consolidated income before
income taxes and discontinued operations. Refer to ASC 280-10-50-30(b).

Response
to Comment:

The Company acknowledges that the reconciliation
table included in Note 3 does not reconcile to its “consolidated income (loss) before income taxes;” however, no other items
of income or expense included in its consolidated statements of income are allocated to the measure of profit or loss for its segments.

In future filings, the Company will
revise its presentation to include a reconciliation of the total of all reportable segments’ measure of profit or loss to consolidated
income before income taxes, in accordance with ASC 280-10-50-30(b), consistent with the example presented below (which will be updated
as applicable for all required periods in our future filings):

    Year ended December 31, 2024

    Insurance
    Healthcare
    Emerging

 Business
    Analytics
    Total

    Revenues, net
    $ 614,028
    $ 116,406
    $ 311,740
    $ 796,198
    $ 1,838,372

    Cost of revenues

    Employee costs
      320,335
      63,597
      147,316
      416,293
      947,541

    Infrastructure and technology costs
      58,415
      11,049
      29,813
      27,582
      126,859

    Other costs
      11,600
      3,288
      4,278
      53,793
      72,959

    Gross profit
    $ 223,678
    $ 38,472
    $ 130,333
    $ 298,530
    $ 691,013

    Operating expenses

      427,393

    Income from operations

    $ 263,620

    Foreign exchange gain, net, interest expense and other income, net

      (2,273 )

    Income before income tax expense and earnings from equity affiliates

    $ 261,347

Mr. Abe Friedman and Ms. Theresa Brillant

Page 4 of 4

If you have any questions regarding the foregoing
responses, please do not hesitate to call me at 212-209-4611.

    Very truly yours,

    /s/ Maurizio Nicolelli

    Maurizio Nicolelli

    Chief Financial Officer