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        Confidential Treatment of Portions of this Letter Has Been Requested
        by ExlService Holdings, Inc. Pursuant to 17 C.F.R. § 200.83. Brackets and asterisks denote such portions.

[Letterhead of ExlService]

December 2, 2016

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3561

100 F Street, N.E.

Washington, DC 20549-3561

Attention: William H. Thompson

    Re:

        ExlService Holdings, Inc.

        Form 10-K for the Year Ended December 31, 2015

        Filed February 26, 2016

        File No. 1-33089

Dear Mr. Thompson:

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. Vishal Chhibbar, Chief Financial Officer of ExlService Holdings,
Inc. (“we” or the “Company”), dated November 1, 2016 (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:

Consolidated Financial Statements

Notes to Consolidated Financial Statements

3. Segment Information, page F-18

 1. We note your operating segments are significant business units that align your products with
how you manage your business, approach your key markets and interact with your clients. We also note you merged two of your operating
segments into the consulting operating segment and that all other operating segments have been aggregated into the Operations Management
reportable segment. Please address the following:

 · Identify each of your operating segments;

Response to Comment

The Company operates
in the Business Process Management (“BPM”) industry and describes its business as a provider of operations management
services and analytics services. We refer to BPM as operations management. BPM service providers work with clients to manage their
business processes with the aim of reducing costs, improving process quality, handling increased transaction volumes and reducing
redundancy. We provide our operations management and analytics services to our clients who operate in many industries. The organizational
structure of the Company has been designed to consist of strategic business units that align our products and services with how
we manage our business, approach our key markets and interact with our clients. The Company has currently structured its organization
into eight business units, which are our eight operating segments, each with a dedicated manager having responsibility with respect
to sales, client management, operational delivery and capability development. The table below sets forth our operating segments
as of December 31, 2015, including the one change we made in the fourth quarter of 2015.

Mr. William H. Thompson

December 2, 2016

Page 2 of 13

    Operating Segments Prior to the 4Q 2015 Change
    Changes as of 12/31/15

    Insurance
    None

    Healthcare
    None

    Utilities
    None

    Banking & Financial Services
    None

    Travel, Transportation & Logistics
    None

    Finance & Accounting (“F&A”)
    None

    Operations Consulting
    Consulting

    Finance Transformation

    Analytics
    None

As illustrated in the
table above, significantly all of the Company’s operating segments remained the same after the fourth quarter 2015 change,
when the Company merged the Finance Transformation and Operations Consulting operating segments into one Consulting operating segment.

In evaluating its business
units and its strategy, the Company made several observations about the legacy Operations Consulting and Finance Transformation
operating segments. First, these operating segments primarily provided business process optimization or business process transformation
services. Second, a majority of those services are provided to operations management clients. Third, the resources used to provide
services in these operating segments have similar skillsets as operations management resources. Finally, these operating segments
also significantly leverage the proprietary delivery model used for delivering operations management services. These factors resulted
in realigning our organizational structure to merge the Finance Transformation and Operations Consulting operating segments into
the Consulting operating segment. As a result of the realignment, our operating segments providing operations management services
consist of what we refer to as our five “industry vertical” operating segments (i.e., Insurance, Healthcare, Utilities,
Banking & Financial Services and Travel, Transportation & Logistics), as well as the F&A and Consulting operating segments.

 · describe your business units and the markets and industries they address;

Response to Comment

As stated earlier,
the Company operates in the BPM industry and describes its business as a provider of operations management and analytics services.
The Company’s eight operating segments (or business units) discussed above are organized for operational reasons such as
the development of competencies in specific industry processes (e.g., insurance claims processing) or functional processes (e.g.,
accounts payable) and in order to enable better client interactions.

As discussed in the
Company’s Annual Report on the Form 10-K for the year ended December 31, 2015 (the “2015 Form 10-K”), Operations
Management solutions typically involve the transfer to the Company of select business operations of a client, such as claims processing,
clinical operations, or financial transaction processing, after which the Company administers and manages those operations for
its clients on an ongoing basis. The Company uses a focused industry vertical approach to provide a suite of integrated solutions
to organizations in the insurance, healthcare, utilities, banking and financial services, and travel, transportation and logistics
industries. In addition, the Company provides F&A and Consulting services across all industry verticals.

Mr. William H. Thompson

December 2, 2016

Page 3 of 13

Our Insurance operating
segment serves property and casualty insurance, life insurance, disability insurance, annuity and retirement services companies.
We provide operations management services related to business processes in the insurance industry such as claims processing, subrogation,
premium and benefit administration, agency management, account reconciliation, policy research, underwriting support, new business
processing, policy servicing, premium audit, surveys, billing and collection, commercial and residential survey, and customer service.

Our Healthcare operating
segment primarily serves U.S.-based healthcare payers and providers. We provide operations management services related to care
management/population health, payment integrity, revenue optimization and customer engagement.

Our Utilities operating
segment services include enhancing operating models, improving customer experience, reducing costs, shortening turnaround time
and simplifying compliance for our clients. We manage utilities operations across the client life cycle, from acquisition and home
moves to billing, meter exchanges, annual service visits, debt recoveries and withdrawals.

Our Banking and Financial
Services operating segment includes servicing and processing banking operations for a wide variety of financial services products,
including residential mortgage lending, retail banking and credit cards, commercial banking and investment management. We have
also assisted global banking and financial institutions with improving their operations by enabling clients to identify regulatory
and compliance gaps, develop remediation plans and solutions, and track ongoing performance.

Our Travel, Transportation
and Logistics operating segment provides front-, middle- and back-office services to companies in the corporate and leisure travel
management industry. In addition, we have expertise in processing transportation and logistics transactions, including supply chain
management, warehousing, transportation management and international logistics services.

Our F&A operating
segment provides finance and accounting services across an array of F&A processes including procure to pay, order to cash,
hire to retire, record to report, regulatory reporting, financial planning and analysis, audit & assurance, treasury and tax
processes.  This operating segment provides services across all our industry verticals.

Our Consulting operating
segment, which includes operations consulting and finance consulting, provides industry-specific expertise that helps our clients
deliver process innovation, design optimal operating models that deal with rapidly changing market environments, and manage change
in the regulatory and compliance landscape.  This operating segment provides services across all our industry verticals.

Our Analytics operating
segment focuses on driving improved business outcomes for its clients by generating data-driven insights across all parts of the
clients’ businesses. Analytics teams deliver predictive and prescriptive analytics in the areas of client acquisition and
lifecycle management, risk underwriting and pricing, operational effectiveness, credit and operational risk monitoring and governance,
regulatory reporting, and data management. We provide analytics services across all our industry verticals.

Mr. William H. Thompson

December 2, 2016

Page 4 of 13

Our clients that operate
in the insurance, healthcare, utilities, banking and financial services, and travel, transportation and logistics industries are
located primarily in the United States and the United Kingdom. We respectfully note to the Staff that additional information regarding
the portfolio of operations management solutions for each of our operating segments are described in “Item 1. Business”
of the 2015 Form 10-K.

 · provide us with details about your management structure and how your company is organized;

Response to Comment

Executive Committee

The Company’s primary leadership
team is called the Executive Committee, which is chaired by our Vice Chairman and Chief Executive Officer and typically consists
of individuals serving in distinct roles. An organizational chart of the Executive Committee as of December 31, 2015 is set forth
below.

(1) The Executive Committee as
of December 31, 2015 included Henry Schweppe, who subsequently resigned. As of the date of this letter, the President, Global Business
and Marketing position remains vacant, but if filled, would be part of the Executive Committee.

The discussion below
focuses on the operating structure of the segments. Individuals outside of the segment managers in the table above that report
to the Chief Executive Officer have functional responsibilities across the organization and are do not have any segment-specific
responsibilities.

Operating Structure of Segment Managers and CODM

The Company has considered
the guidance in ASC 280 that the CODM is the individual or individuals within the organization who evaluate an entity’s operating
results to assess performance and allocate resources. Accordingly, we have determined that the Company’s Chief Executive
Officer Rohit Kapoor, President and Chief Operating Officer Pavan Bagai and, for the year ended December 31, 2015 (and future periods
to the extent we appoint one), President, Global Business and Marketing, are jointly the CODM as they collectively make decisions
with respect to the resources to be allocated to the operating segments. The Chief Operating Officer and President, Global Business
and Marketing (if appointed) report to the CEO.

Mr. William H. Thompson

December 2, 2016

Page 5 of 13

An organizational
chart reflecting our operating structure and reporting duties for key members of management, as of December 31, 2015, is set forth
below. Following the departure of the President, Global Business and Marketing after the 2015 fiscal year, the reporting structure
for individuals previously reporting to him was temporarily realigned to the other members of the CODM.

 · tell us the title and describe the role of your Chief Operating Decision Maker (“CODM”)
and each of the individuals reporting to the CODM;

 · identify and describe the role of each of your segment managers;

Response to Comment

As described above,
the Company’s Chief Executive Officer Rohit Kapoor, President and Chief Operating Officer Pavan Bagai and, for the year ended
December 31, 2015 (and future periods to the extent we appoint one), President, Global Business and Marketing, are jointly identified
as the CODM. The results of the Company’s operating segments are regularly reviewed by the CODM in order to assess the performance
of the individual segment and make decisions about resources to be allocated to the segment.

The segment managers
are responsible for managing the operational results, including revenues, gross profit, and other key financial and non-financial
metrics, for their individual operating segments. Additionally, they are responsible for the sales pipeline, client management,
operational delivery and capability development for their respective operating segments.

The function of the
CODM is to allocate an overall budget to and set expectations for the operating segments, however the specific allocation of resources
within such budget are with the segment manager (for example investments in products and sales workforce).

 · tell us how often the CODM meets with his/her direct reports, the financial information the
CODM reviews to prepare for those meetings, and who else attends those meetings;

 · describe the information regularly provided to the CODM and how frequently it is prepared;

Response to Comments

The CODM reviews the
financial information indicated below, disaggregated by the operating segments, on a monthly basis. The financial information has
monthly and year-to-date results. They are further compared with budgets, and an updated forecast is presented for the remaining
portion of the quarter and the year. This information is provided to the segment managers, the CODM and other executives and leaders
of the Company.

Mr. William H. Thompson

December 2, 2016

Page 6 of 13

 1. Revenues.

 2. Gross Profit.(1)

 3. Variance analysis between actual and budgeted amounts.

 4. Key financial and non-financial
                                         metrics (e.g., contribution margin(2), revenue per billable employee, new
                                         client wins, headcount information, etc.).

(1) The Company does not allocate
indirect operating expenses, depreciation and amortization expense, interest and other income and income taxes by operating segment.
Instead, those items are reviewed at the corporate level.

(2) Gross profit less certain
direct general, administrative and selling expenses.

Each member of the
CODM meets monthly with his respective direct reports to review the relevant financial information, and more frequently based on
specific needs. In addition, each member of the CODM participates in monthly Executive Committee meetings at which similar financial
information is discussed. There may be other venues utilized for such discussions, such as the monthly Global Leadership Council
meeting, which consists of the Executive Committee (including the CODM), the segment managers and other senior leaders in the Company.

Additionally, quarterly
business reviews are conducted for each individual operating segment, which are attended by the CODM, the Chief Financial Officer,
and the respective segment managers.

 · explain how budgets are prepared, who approves the budget at each step of the process, the level
of detail discussed at each step, and the level at which the CODM makes changes to the budget;

Response to Comment

On an annu