SecProbe.io

December 1, 2025
Maurizio Nicolelli
Chief Financial Officer
ExlService Holdings, Inc.
320 Park Avenue, 29th Floor
New York, New York 10022
Re:ExlService Holdings, Inc.
Form 10-K for Fiscal Year Ended December 31, 2024
File No. 001-33089
Dear Maurizio Nicolelli:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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[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

September 25, 2025
Maurizio Nicolelli
Chief Financial Officer
ExlService Holdings, Inc.
320 Park Avenue, 29th Floor
New York, New York 10022
Re:ExlService Holdings, Inc.
Form 10-K for Fiscal Year Ended December 31, 2024
File No. 001-33089
Dear Maurizio Nicolelli:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
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.
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).

September 25, 2025
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Abe Friedman at 202-551-8298 or Theresa Brillant at 202-551-3307 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
December 15, 2020
Maurizio Nicolelli
Chief Financial Officer
ExlService Holdings, Inc.
320 Park Avenue, 29th Floor
New York, New York 10022
Re:ExlService Holdings, Inc.
Form 10-K for the Year Ended December 31, 2019
Filed February 27, 2020
File No. 001-33089
Dear Mr. Nicolelli:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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[Letterhead of ExlService Holdings, Inc.]

December 2, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-3561

Attention: Theresa Brillant and Doug Jones

    Re:

        ExlService Holdings, Inc.

        Form 10-K for the Year Ended December 31, 2019

        Filed February 27, 2020

        File No. 001-33089

Dear Ms. Brillant and Mr. Jones:

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 November 19, 2020 (the “Comment Letter”) regarding the
above referenced filing.

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

Form 10-K for the Year Ended December 31, 2019

Management's Discussion of Financial Condition and Results
of Operations

Liquidity and Capital Resources

Operating Activities, page 55

Your disclosure here and in your
Form 10-Q for the fiscal period ended September 30, 2020 appears to emphasize how cash provided by operating activities was derived
for each period presented. Pursuant to instruction 4 to Item 303(a) and instruction 3 to Item 303(b) of Regulation S-K, it should
be a comparative analysis of material changes in operating cash flows between periods. Please note your analysis should discuss
the reasons underlying variance factors cited. Refer to section IV.B.1 of SEC Release No. 33-8350 for guidance, and quantify all
variance factors cited pursuant to section 501.04 of the staff’s Codification of Financial Reporting Releases.

    Ms. Theresa Brillant and Mr. Doug Jones

December 2, 2020

Page 2 of 2

Response to Comment:

The Company respectfully acknowledges the
Staff’s comment and, in future filings, beginning with the Company’s Annual Report on Form 10-K for the year ended
December 31, 2020, the Company will enhance its disclosures in the Liquidity and Capital Resources section of the Management’s
Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) to provide a comparative analysis
of material changes in its operating cash flows and their underlying variance factors for comparable periods. The Company’s
disclosures in the MD&A will be revised in future filings to address these factors, which will be consistent with the example
presented below (please note this disclosure is presented for the year ended December 31, 2019 and will be presented similarly
for all required periods in our future filings).

Example Disclosure for Form 10-K for
the Year Ended December 31, 2019

“Net
cash provided by operating activities was $168.4 million for the year ended December 31, 2019, compared to $92.4 million for the
year ended December 31, 2018, reflecting higher cash earnings along with lower working capital needs. The major drivers contributing
to the increase of $76.0 million year-over-year included the following:

 · Increase in net income of $10.9 million
in 2019 compared to 2018, primarily due to an increase in income from operations of $26.6 million driven by growth in revenues,
partially offset by higher income tax expense of $11.8 million and lower interest and other income of $3.9 million.

 · Changes in accounts receivable, including
advance billings, contributed additional cash flow of $14.6 million in 2019 compared to 2018. The increase was a result of the
growth in our revenues (including revenues from our SCIO acquisition in July 2018) and higher collections of our accounts receivable.
As a result, our accounts receivable days sales outstanding improved to 59 days in 2019 from 62 days in 2018.

 · Increases in accrued employee costs, accrued
expenses and other liabilities contributed additional cash flow of $30.9 million in 2019 compared to 2018, primarily resulting
from higher annual performance incentives and other employee costs accruals of $15.6 million, higher accrued expenses of $8.2 million
due to an increase in our cost base to support revenue growth, and lower cash outflows in client liabilities of $4.3 million due
to lower funds held on behalf of our clients.

 · Other drivers increasing operating cash
flows in 2019 compared to 2018 included: income tax expense, net of advances and deferred taxes, of $9.6 million, primarily due
to higher income tax provisions and timing of payments; and changes in various current assets and other assets aggregating to $10.3
million, primarily due to higher recovery of our receivables from statutory authorities in 2019 compared to 2018”.

        If
you have any questions regarding the foregoing responses, please do not hesitate to call me at 212-624-5911.

        Very truly yours,

         /s/ Maurizio Nicolelli

        Maurizio Nicolelli

        Chief Financial Officer

United States securities and exchange commission logo
November 19, 2020
Maurizio Nicolelli
Chief Financial Officer
ExlService Holdings, Inc.
320 Park Avenue, 29th Floor
New York, New York 10022
Re:ExlService Holdings, Inc.
Form 10-K for the Year Ended December 31, 2019
Filed February 27, 2020
File No. 001-33089
Dear Mr. Nicolelli:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the Year Ended December 31, 2019
Management's Discussion of Financial Condition and Results of Operations
Liquidity and Capital Resources
Operating Activities, page 55
1.Your disclosure here and in your Form 10-Q for the fiscal period ended September 30,
2020 appears to emphasize how cash provided by operating activities was derived for each
period presented.  Pursuant to instruction 4 to Item 303(a) and instruction 3 to Item
303(b) of Regulation S-K, it should be a comparative analysis of material changes in
operating cash flows between periods.  Please note your analysis should discuss
the reasons underlying variance factors cited.  Refer to section IV.B.1 of SEC Release No.
33-8350 for guidance, and quantify all variance factors cited pursuant to section 501.04 of
the staff’s Codification of Financial Reporting Releases.
            In closing, we remind you that the company and its management are responsible for the

 FirstName LastNameMaurizio Nicolelli
 Comapany NameExlService Holdings, Inc.
 November 19, 2020 Page 2
 FirstName LastName
Maurizio Nicolelli
ExlService Holdings, Inc.
November 19, 2020
Page 2
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Theresa Brillant at 202-551-3307 or Doug Jones at 202-551-3309 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

Mail Stop 3561

March 28 , 2017

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

Re: EXLService Holdings,  Inc.
 Form 10-K for Fiscal Year Ended December 31, 2015
Filed February 26 , 2016
File No. 1-33089

Dear Mr. Chhib bar:

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.

Sincerely,

/s/ William H. Thompson

William H. Thompson
Accounting Branch Chief
Office of Consumer Products

cc: Nancy Saltzman , General Counsel and Chief Compliance Officer

CORRESP
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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 Holdings, Inc.]

February 22, 2017

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 January 19, 2017 (the “Comment Letter”) regarding
the above-referenced filing, and as a follow-up to the additional information requested via telephone by the Staff to the Company
on February 17, 2017 regarding our response letter dated February 9, 2017 (the “February 9 Letter”). As requested,
the Company is providing for the Staff additional financial information regarding Company and its operating segments.

The table and the accompanying
text on the following pages set forth revenue and gross margin information for the current operating segments within Operations
Management from 2010 through 2016 (actual) and from 2017 through 2019 (projected). Revenues and gross margin by operating segment
for 2008 and 2009 are not available without undue effort. We respectfully note to the Staff that prior to 2014, the Company was
organized by different operating segments than what exists today. As such, much of the information we present in this letter has
been developed or modified for purposes of this response; specifically, information for 2010 through 2013 is based on available
client information mapped to the appropriate current operating segments; budgeted information for fiscal year 2017 is based on
factors referred to in the February 9 Letter; and projections for 2018 and 2019 are based on committed revenues and reasonable
expectations of growth in those years.

Regarding the Staff’s
request for information regarding contribution margin, we note that this measure was only put into place in 2014. Information regarding
contribution margin for periods prior to 2014 is not available without undue effort.  As also mentioned in our earlier response
letters, contribution margin is not a principal measure used by our chief operating decision maker in evaluating operating segment
performance (the principal measures are revenue and gross margin). Information regarding budgeted contribution margin for 2017
was provided in the February 9 Letter. The Company prepares three-year contribution margin projections each year in June, but information
for 2018 and 2019 is not current and updated information is not available without undue effort. We note to the Staff that, in

Mr. William H. Thompson

February 22, 2017

Page 2 of 4

addition
to the annual June projections, our segment managers update anticipated contribution margin for future periods (for purposes of
managing direct costs and to meet one of the performance measures for segment managers), but this information is not prepared on
a consistent basis across operating segments or referenced for budgeting purposes, and as such is not meaningful for review here.

Based on the foregoing,
we present below revenue and gross margin for each of our operating segments within Operations Management.

    Rule 83 confidential treatment for portions in asterisks in the tables below, excluding in each table the 2013, 2014 and 2015 totals, made by ExlService Holdings, Inc.; Requests No. EXL 01 and 02

    Revenues (in $ millions)

    Operating Segment
    2010
    2011
    2012
    20131
    20141
    2015
    20162
    20173
    20183
    20193

    Insurance
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*

    F&A
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*

    Travel, Transportation and Logistics
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*

    Healthcare
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*

    Utilities
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*

    Banking & Financial Services
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*

    Consulting
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*

    Total for Operations Management
    *[_]*
    *[_]*
    *[_]*
    433.3
    460.0
    506.3
    *[_]*
    *[_]*
    *[_]*
    *[_]*

    Gross Margin %

    Operating Segment
    2010
    2011
    2012
    20131
    20141
    2015
    20162
    20173
    20183
    20193

    Insurance
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*

    F&A
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*

    Travel, Transportation and Logistics
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*

    Healthcare
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*

    Utilities
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*

    Banking & Financial Services
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*

    Consulting
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*
    *[_]*

    Total for Operations Management
    *[_]*
    *[_]*
    *[_]*
    39.9%
    37.7%
    36.0%
    *[_]*
    *[_]*
    *[_]*
    *[_]*

1. Revenue and gross margin information
for the Insurance operating segment and Total exclude the reimbursement of disentanglement costs to a client, which is described
in the Form 10-K for the fiscal year ended December 31, 2014 and December 31, 2015.

2. Fiscal year 2016 revenues and gross
margin information is based on unaudited results.

3. Budgeted revenues and gross margin for
2017 and projected revenues and gross margin for fiscal year 2018 and 2019.

We have added some
commentary below with respect to the revenue and gross margin information by operating segment to demonstrate economic similarity,
other than for discrete events within specific periods:

    ExlService Holdings, Inc. requests that the information contained in Request No. EXL 01 and 02 be treated as confidential information and that the Commission provide timely notice to the individual noted on the Company’s accompanying Rule 83 cover letter prior to disclosure of any such information.

Mr. William H. Thompson

February 22, 2017

Page 3 of 4

    Rule 83 confidential treatment for portions in asterisks made by ExlService Holdings, Inc.; Requests No. EXL 03 and 04

Insurance: Insurance
is one of our more mature operating segments with a large proportion of long-term client relationships. *[

]*

The loss of Travelers
in 2014 had a significant impact on our gross margin as Travelers was a mature client with a higher gross margin (on an average
approximately *[       ]*

    Rule 83 confidential treatment for portions in asterisks made by ExlService Holdings, Inc.; Requests No. EXL 05, 06 and 07

of the Insurance operating segment’s gross margin during the period 2011-2014 was from Travelers).
Excluding the contribution from Travelers, our gross margin for fiscal years 2011-2014 for the Insurance operating segment would
have been in the range of *[       ]* compared to a gross margin of *[       ]* as included in the table above. *[

]*.

    Rule 83 confidential treatment for portions in asterisks made by ExlService Holdings, Inc.; Requests No. EXL 08, 09 and 10

The revenue growth
rate in 2010 through 2013 was due to a combination of growth in existing clients and acquisitions. The revenue loss from Travelers
over 2014 and 2015 was offset by revenue from our acquisition of Overland Holdings, Inc. (“Overland”) in October 2014
as well as revenue growth from new and existing clients. *[

]*

F&A: Our
Finance and Accounting (“F&A”) revenues increased significantly in 2011 when we acquired Business Process Outsourcing,
Inc. (“OPI”) in June 2011, which had a portfolio of approximately 80 clients and a gross margin profile of approximately
*[       ]*. We streamlined this portfolio over the next few years by bringing operational efficiencies and transitioning out low
margin clients. *[

]*

    Rule 83 confidential treatment for portions in asterisks made by ExlService Holdings, Inc.; Requests No. EXL 11

TT&L: We
have a limited number of clients in Travel, Transportation & Logistics (“TT&L”) with a large proportion of
long-term client relationships. Therefore, this operating segment has historically produced margins that reflect our long-term
expectation. *[

    ExlService Holdings, Inc. requests that the information contained in Requests No. EXL 03 through 11 be treated as confidential information and that the Commission provide timely notice to the individual noted on the Company’s accompanying Rule 83 cover letter prior to disclosure of any such information.

Mr. William H. Thompson

February 22, 2017

Page 4 of 4

]*

    Rule 83 confidential treatment for portions in asterisks made by ExlService Holdings, Inc.; Request No. EXL 12

Healthcare:
Our Healthcare operating segment revenues increased significantly in 2013 as a result of our acquisition of Landacorp Inc. (“Landacorp”).
*[

]*

Utilities: We
have a small number of clients in this operating segment. Movements in revenue in the period from 2010-2015 reflect normal increases
and decreases in activities with those clients. *[

]*

    Rule 83 confidential treatment for portions in asterisks made by ExlService Holdings, Inc.; Requests No. EXL 13, 14, 15 and 16

Banking & Financial
Services: We have a small number of clients in this operating segment. We had *[ ]* clients in Banking and Financial Services
in 2011 which increased to *[       ]* clients in 2016. *[

]*

Consulting:
Please refer to our response to Staff comment 1 in the February 9 Letter regarding the Company’s analysis of the Consulting
operating segment as compared to the other operating segments within Operations Management.

If you have any questions
regarding the foregoing responses, please do not hesitate to call me at (212) 624-5911.

    Very truly yours,

    /s/ Vishal Chhibbar

    Vishal Chhibbar, Chief Financial Officer

    ExlService Holdings, Inc. requests that the information contained in Requests No. EXL 12 through 16 be treated as confidential information and that the Commission provide timely notice to the individual noted on the Company’s accompanying Rule 83 cover letter prior to disclosure of any such information.

CORRESP
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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 Holdings, Inc.]

February 9, 2017

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 January 19, 2017 (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. Please tell us your primary goals
and strategies for each of your operating segments, and how they are similar to or dissimilar from your other operating segments.

Response to Comment:

 (I) Operations Management Goals and Strategies

Our goals and strategies
for our operations management reportable segment (“Operations Management”) are organized around seven operating segments
that provide services related to business process management (“BPM”). Five of those are focused on specific industries
and two, Finance & Accounting (“F&A”) and Consulting, are focused on specific capabilities. However, the seven
operating segments share the same overarching goals and strategies.

(A) Similarities
across Operations Management. Below we describe our primary goals and strategies for our operating segments within Operations
Management, in no particular order:

 1. Increase market share, including by:

 a. Expanding “wallet share” at our existing clients; and

Mr. William H. Thompson

February 9, 2017

Page 2 of 19

 a. Growing revenue by building our sales pipeline and winning large BPM deals.

 2. Deliver services successfully and drive transformation for clients, including by:

 a. Providing flawless service delivery such as by leveraging our proprietary Business EXLerator Framework®
to drive higher value and strengthen operational rigor;

 b. Leverage robotics process automation to drive process transformation;

 c. Expanding margins by increasing operational efficiencies through automation and robotics; and

 d. Upgrading digital capabilities and providing more “as-a-service” products (meaning
making products and services available remotely or over the Internet).

 3. Expand our market and services, including by:

 a. Enhancing our market share in certain geographies (e.g., U.K./Europe and Australia); and

 b. Expanding service offerings and scale through merger and acquisition activity.

 4. Expand our delivery across multiple geography delivery centers.

 5. Win mindshare, including by enhancing our market positioning through analyst rankings as a BPM
service provider and improving our brand recognition as a BPM organization through thought leadership.

(B) Differences
within Operations Management. As shown above, our major goals and strategies are shared across operating segments within Operations
Management. However, there are some natural variances based on a particular industry, service offerings or client base. The following
are examples of some goals and strategies that are specific to an operating segment, in no particular order:

    Rule 83 confidential treatment for portions in asterisks made by ExlService Holdings, Inc.; Request No. 1

    1.
    Building or acquiring proprietary technology platforms (i.e., products that we license separately) particular to each operating segment based on our products and services provided to clients in that segment.

    2.
    *[

    3.

    ]*

Our Consulting goals
include building several new centers of excellence with expertise in finance transformation, operations consulting, domain-based
(meaning industry or area of expertise) consulting, superior client experience, enterprise and solution architecture, robotics,
program management, change management, and strategy assessments. The centers of excellence and the resulting services are industry
agnostic. These differences in goals versus other Operations Management operating segments relate to the nature of Consulting versus
the services provided by those other operating segments.

Consulting is not a BPM offering, but relates to BPM services. Consulting serves as a mechanism to
identify BPM opportunities, including for the other operating segments within Operations Management. Consulting also differs
from the other BPM segments in its service delivery and economics (as discussed further below). Thus, when we previously
realigned our operating segments we determined that Consulting does not meet the aggregation criteria identified in ASC 280.
However, we do not believe that separate presentation of Consulting would enhance the financial statement reader’s
understanding of the business, and accordingly we have included Consulting in Operations Management based on its relatively
small size and close association with the BPM offerings, industry verticals and clients in Operations Management. In
addition, Consulting would not meet the quantitative thresholds in ASC 280 for separate reporting. We acknowledge that ASC
280 only permits the aggregation of a segment that

    ExlService Holdings,
        Inc. requests that the information contained in Request No. 1 be treated as confidential information and that the Commission
        provide timely notice to the individual noted on the Company’s accompanying Rule 83 cover letter prior to disclosure
        of any such information.

Mr. William H. Thompson

February 9, 2017

Page 3 of 19

does not meet the quantitative thresholds with other segments that do not meet the quantitative thresholds
when all of the aggregation criteria are not met.

 (II) Analytics Goals and Strategies

Because the nature
of our services in our analytics operating and reportable segment (“Analytics”) is different from our solutions in
our operating segments within Operations Management, many of the goals and strategies differ from Operations Management. Our primary
goals and strategies within Analytics are as follows, in no particular order:

 1. Expanding margins by increasing our mix of offshore delivery personnel, creating “stickiness”
through new products and adapting and rolling out new pricing models.

 2. Building a larger portfolio of analytics products.

 3. Industrializing analytics service delivery by centralizing delivery and quality management, creating
“EXL standards” for specific client processes and improving product and service integration.

 4. Expanding service offerings and scale through merger and acquisition activity.

 5. Increasing our brand presence of our analytics offerings.

2. You state on page 8 of your response
that you market your ability to provide BPM or operations management in a consistent manner to similar buyers regardless of the
industry or the geography of a particular client. You also state that each of your five industry verticals provide services related
to business processes specific to that industry. Please tell us how your marketing approach is similar or dissimilar across the
customers of your operating segments, including but not limited to the themes, concepts, and areas of emphasis in your messaging.

Response to Comment:

Similarities

Marketing Message.
The basic marketing message for our operating segments within Operations Management is the same: we provide BPM services. We
position our Operations Management solutions as being able to deliver the following key business outcomes for clients, regardless
of industry: (a) helping clients build a nimble and agile business model; (b) redesigning client operations using a global delivery
model; (c) bringing automation and transformation to client businesses; and (d) becoming ultra-customer centric to provide better
service for their customers. Our core process execution is industry agnostic but our industry expertise helps drive better and
higher transformation and value.

Marketing Operations.
We have a Company-wide marketing team that provides support to all of our operating segments. This team helps prepare and maintain
information regarding our Company and service offerings as a whole, as well as our market position and recognitions.

Sales Cycle. The
sales process is consistent across the operating segments in Operations Management, other than Consulting (see our discussion above
on Consulting), ranging from 12 months to 18 months (Consulting is 1 to 3 months and Analytics is 3 months to 6 months).

Client Advisory
Council. We have assembled a council of some key clients across industries and Operations Management operating segments to
discuss themes common to all of our BPM solutions. We then use the insights from that council to improve our marketing efforts
and client service and offerings within Operations Management.

Mr. William H. Thompson

February 9, 2017

Page 4 of 19

Target Buyers. The
key client decision makers to which we market our Operations Management solutions are similar across operating segments within
Operations Management, and typically focus on Chief Operating Officers or Chief Financial Officers.

Industry Focus.
The Company’s website and go-to-market approach provides information regarding a few specific industry verticals. Our
ability to operate in these disparate industries and serve clients is due to the common transactional and back-office similarities
within our Operations Management operating segments. In fact, our marketing efforts emphasize these commonalities as an example
of how we drive efficiencies and cost savings for clients.

Key Operations Management
Capabilities. When we go to market for our BPM solutions, we primarily refer to the following key capabilities, all of which
are leveraged across the Operations Management operating segments and managed centrally within the Company:

 1. Our Proprietary Business EXLerator Framework®. Our proprietary Business EXLerator Framework®
allows us to integrate and embed multiple tools and techniques, such as analytics, robotics process automation, bolt-on technology
automation solutions and technology wrappers to create comprehensive BPM solutions, and to produce more value compared to discrete
BPM solutions, regardless of the industry in which our clients operate. We have a central Business EXLerator team that manages
this capability across all of our operating segments within Operations Management.

 2. Migrations. Our migrations process is managed centrally and uses a common migrations methodology
across all operating segments within Operations Management.

 3. Advanced Automation and Robotics. While the Business EXLerator Framework® helps us redesign
our clients’ operating model, we use automation and robotics to further improve a process and provide a digital experience
for our clients. We have created a dedicated central team under our chief information officer that focuses on delivering advanced
automation and robotics solutions to our clients. This team works closely with our Operations Management personnel to take this
capability to market.

 4. Product and Technology Delivery and Partnerships. These partnerships are managed centrally
by the chief technology officer’s team. Our resources across operating segments use the same technology or have the same
technology available to them. We view technology as an enabler for all of our operating segments.

 5. Recruitment. We have a centralized recruitment model, managed by our human resources team
that attracts talents across all business needs and services. We use this as a key part of our marketing strategy, emphasizing
the scalability and efficiencies that our model creates for solutions in our operating segments within Operations Management.

 6. Infrastructure (Technology and Facilities). We have a centralized team that manages the
underlying technology and physical infrastructure required to deliver BPM services.

Differences

Although our marketing
efforts focus on our common approach, platforms and processes across our Operations Management operating segments, we also highlight
to clients that we have solutions that fit their specific company and industry. We reference our domain-specific training academies
for our

Mr. William H. Thompson

February 9, 2017

Page 5 of 19

employees as well as our accomplishments or credentials specific to an industry (e.g., our certifications). We also market
technology platforms that help solve a specific issue or provide specific functionality to a client. For example, our services
to clients in Insurance might include technology to help administer subrogation claims (Subrosource®) or life insurance policy
administration (LifePRO®) or our services to clients in Healthcare might include technology for a collaborative care management
platform (CareRadius®). These specific technology platforms represent a small portion of the revenues and margins attributable
to those operating segments and are typically a smaller subset of a larger BPM relationship. Although our marketing refers to specific
products or services, the essential nature of the service is, and is marketed as, a BPM service.

To facilitate a client-centric
sales process, sales personnel are assigned to a particular operating segment, so they can focus on specific clients or a broader
set of clients within that industry. However, it is not uncommon for sales personnel to be reassigned from one operating segment
to another or be able to cross-sell other Operations Management services outside of the operating segment that they service. For
example, for one of our large insurance clients, the relationship started with an F&A project, however, the same sales person
from the F&A segment is now focused on selling insurance industry-related BPM services to that client.

3. You state on page 7 of your response
that all of your operating segments leverage the same infrastructure, and on page 8 of your response state that the nature of the
production process is similar in terms of service delivery methods, resources and use of technology or infrastructure. We have
the following comments:

 · Please tell us more about the methods used to deliver the products and services (e.g., the extent
of automated processes versus use of specialized personnel, the degree of customization of technology) and how they are similar
or dissimilar across operating segments, including whether the same or similar personnel and technology in one operating segment
could be used to deliver the products and services in another operating segment. For example, whether personnel and infrastructure
in the healthcare operating segment can be easily transferred to deliver services in the utilities or insurance operating segments.
In this regard, you disclose on page 4 of your Form 10-K for the fiscal year ended December 31, 2015 that to support your healthcare
client’s business objectives, you have over 1,500 clinical and non-clinical professionals globally, which appears to be specific
to that industry vertical;

Response to Comment:

Our Operations Management
solutions, other than Consulting (see discussion above), typically involve the transfer to the Company of select business operations
of a client, after which the Company administers and manages those operations for its client on an ongoing basis. Below we highlight
some of the signi

CORRESP
1
filename1.htm

ExlService Holdings, Inc.

280 Park Avenue, 38th Floor

New York, New York 10017

January 31, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street N.E.

Mail Stop 3561

Washington, D.C. 20549

    Attention:
    William H. Thomson, Accounting Branch Chief

    Ta Tanisha Meadows, Staff Accountant

    RE:
    ExlService Holdings, Inc.

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

    Filed February 26, 2016

    File No. 1-33089

Dear Mr. Thomspon and Ms. Meadows:

ExlService Holdings, Inc. (the “Company”)
is sending this letter to confirm the extension of time to respond to the comment letter dated January 19, 2017 from the staff
(the “Staff”) of the Securities and Exchange Commission’s Division of Corporation Finance relating to the Company’s
Annual Report on Form 10-K for the year ended December 31, 2015.  As per a discussion with Ms. Meadows on January 30,
2017, this letter confirms that the agreed deadline for the Company to file its written response to the Staff’s comment letter
is February 9, 2017.  Please contact me at (212) 277-7103 with any questions or concerns.

Sincerely,

/s/ Nancy Saltzman

Nancy Saltzman

Executive Vice President, General Counsel,

Chief Compliance Officer & Corporate Secretary

 cc: Vishal Chhibbar, ExlService Holdings, Inc.

Stephen Older, McGuireWoods LLP

Mail Stop 3561

January 1 9, 2017

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

Re: EXLService Holdings,  Inc.
 Form 10-K for Fiscal Year Ended December 31, 2015
Filed February 26 , 2016
File No. 1-33089

Dear Mr. Chhib bar:

We have reviewed your December 2, 2016 response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our Novem ber 1,
2016 letter.

Consolidated Financial Statements

Notes to Consolidated Financial Statements

3. Segment Information, page F -18

1. Please tell us your primary goals and strategies for each of your operating segments, and
how they are simila r to or dissimilar from your other operating segments.

2. You state on page 8 of your response that you market your ability to provide BPM or
operations management in a consistent manner to similar buyers regardless of the
industry or the geography of a part icular client.  You also state that each of your five
industry verticals provide services related to business processes specific to that industry.

Vishal Chhibbar
ExlService Holdings, Inc.
January 1 9, 2017
Page 2

 Please tell us how your marketing approach is similar or dissimilar across the customers
of your operating s egments, including but not limited to the themes, concepts, and areas
of emphasis in your messaging.

3. You state on page 7 of your response that all of your operating segments leverage the
same infrastructure, and on page 8 of your response state that the n ature of the production
process is similar in terms of service delivery methods, resources and use of technology
or infrastructure. We have the following comments:

 Please tell us more about the methods used to deliver the products and services
(e.g., the extent of automated processes versus use of specialized personnel, the
degree of customization of technology) and how they are similar or dissimilar
across operating segments, including whether the same or similar personnel and
technology in one operating segment could be used to deliver the products and
services in another operating segment. For example, whether personnel and
infrastructure in the healthcare operating segment can be easily transferred to
deliver services in the utilities or insurance opera ting segments. In this regard, you
disclose on page 4 of your Form 10 -K for the fiscal year ended December 31,
2015 that to support your healthcare client’s business objectives, you have over
1,500 clinical and non -clinical professionals globally, which ap pears to be
specific to that industry vertical;
 If personnel and technology can be easily transferred between operating
segments, please tell us why you have organized yourself by industry verticals,
F&A, and consulting operating segments as opposed to geographic or functional
area, and what the efficiencies are to being organized in this manner that exceeds
other types of efficiencies from other structures; and
 As your operating segments leverage the same infrastructure, please identify the
types of sha red infrastructure costs and tell us how they are allocated among the
operating segments.

4. Please tell us more about the example you provided on page 8 in your response of
reallocating the resources and infrastructure associated with a significant client t hat you
lost in 2014 to other clients not only in that industry vertical but in other industry
verticals as well.  Specifically, p lease tell us:

 The nature of the services;
 Whether the resources and infrastructure were for industry -specific or general
services;
 The time and resources you used to reallocate the resources; and
 The frequency with which this type of reallocation of resources and infrastructure
occurs.

5. We note your discussion of the nature of the regulatory environment on page 9 of your
response.  You describe the various regulations you are subject to on pages 16 and 17 of

Vishal Chhibbar
ExlService Holdings, Inc.
January 1 9, 2017
Page 3

 your Form 10 -K for the fiscal year ended December 31, 2015, including that your client
contracts may specify other regulatory requirements you must meet in connection wit h
the services you provide.  Please provide a more robust discussion of the regulatory
environment applicable to each of your operating segments as well as the customers of
each of your operating segments, and tell us how you considered these regulatory
environments in assessing whether your operating segments have similar economic
characteristics as part of your aggregation analysis in accordance with ASC 280 -10-50-
11.

6. We note analysts have asked specific questions about your industry verticals on earnin gs
calls. During your February 23, 2016 earnings call, your CEO responded to one such
question by describing your insurance and healthcare industry verticals as being quite
different in terms of their profile.  He described the insurance industry vertical as being
highly underpenetrated and having overall slow growth as compared to the health care
industry being characterized by significant regulatory change and growth. Please tell us
how you considered these and other such industry differences in assessing  whether your
operating segments have similar economic characteristics as part of your aggregation
analysis in accordance with ASC 280 -10-50-11.

7. Please provide the “contribution margin” measure that is reviewed by your CODM for
each of your operating se gments for the same periods as the information on page 10 of
your response.

8. We note the information you provided on pages 10 and 11 of your response.  Please tell
us the reasons for differences in historical and projected revenues, gross margin, and
contr ibution margin for and between each operating segment. Please also tell us whether,
and if so what, economic trends impacting the industries the operating segments serve are
correlated to trends in the measures of each operating segment.

9. Please tell us y our assumptions supporting your projected future revenues, gross margin,
and contribution margin for each operating segment, as well as the level of uncertainty
associated with those assumptions.

10. You describe the factors impacting your long -term gross pr ofit and the cost of revenue
characteristics of your operating segments in your operations management segment on
page 10 of your response. Please tell us in detail the extent to which these factors and
characteristics are similar or dissimilar across your operating segments based on the
products and services provided, providing quantification where possible.

11. We note your budgeting process discussion on page 6 of your response, as well as the
risk factors disclosed on page 18 of your Form 10 -K for the fi scal year ended December
31, 2015, which include a discussion of volatility and disruption of the capital and credit
markets impacting companies in the banking, financial services and insurances industries
to which you provide services.  Please tell us how  economic trends affecting the

Vishal Chhibbar
ExlService Holdings, Inc.
January 1 9, 2017
Page 4

 industries of the customers you serve are considered in developing budgets and in
explaining why results were different from budgets for each of your operating segments.
In your response, please specifically discuss how trend s impacting customers of only
certain industry verticals are considered.

You may contact Ta Tanisha Meadows, Staff Accountant , at (202) 551 -3322 or me at
(202) 551 -3344 with any questions.

Sincerely,

/s/ William H. Thompson

William H. Thompson
Accounting Branch Chief
Office  of Consumer Products

cc: Nancy Saltzman , General Counsel and Chief Compliance Officer

CORRESP
1
filename1.htm

        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

CORRESP
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ExlService Holdings, Inc.

280 Park Avenue, 38th Floor

New York, New York 10017

November 3, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street N.E.

Mail Stop 3561

Washington, D.C. 20549

Attention:	  William H. Thompson, Accounting Branch Chief

                     Ta
Tanisha Meadows, Staff Accountant

 RE: ExlService Holdings, Inc.

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

Filed February 26, 2016

File No. 1-33089

Dear Mr. Thompson and Ms. Meadows:

ExlService Holdings, Inc. (the “Company”)
is sending this letter to confirm the extension of time to respond to the comment letter dated November 1, 2016 from the staff
(the “Staff”) of the Securities and Exchange Commission’s Division of Corporation Finance relating to the Company’s
Annual Report on Form 10-K for the year ended December 31, 2015.  As per my discussion with Ms. Meadows on November 3,
2016, this letter confirms that the agreed deadline for the Company to file its written response to the Staff’s comment letter
is December 2, 2016.  Please contact me at (212) 277-7103 with any questions or concerns.

Sincerely,

/s/ Nancy Saltzman

Nancy Saltzman

Executive Vice President, General Counsel,

Chief Compliance Officer & Corporate Secretary

 cc: Vishal Chhibbar, ExlService Holdings, Inc.

Stephen Older, McGuireWoods LLP

Mail Stop 3561

November 1 , 2016

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

Re: EXLService Holdings,  Inc.
 Form 10-K for Fiscal Year Ended December 31, 2015
Filed February 26 , 2016
File No. 1-33089

Dear Mr. Chhib bar:

We have limited our review of your filing to the financial statements and related
disclosures and have the following comment .  In our comment , we may ask you to provide us
with information so we may better understand your disclosure.

Please respond to our comment  within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

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 seg ments;
 describe your business units and the markets and industries they address;

Vishal Chhibbar
ExlService Holdings, Inc.
November 1 , 2016
Page 2

  provide us with details about your management structure and how your company is
organized;
 tell us the title and describe the role of your Chief Operating Decision Maker
(“CO DM”) and each of the individuals reporting to the CODM;
 identify and describe the role of each of your segment managers;
 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;
 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;
 describe the basis for determining the compensation for each individual that reports to
the CODM;
 compare and contrast your operating segments relative to the areas listed in ASC 280 -
10-50-11a - e.  Regarding any differences among your operating segments, tell us
why you determined that disaggregation was not warranted;
 provide us with your historical and projected revenues and gross profit/margin of
your operating segments;
 tell us why the  company is organized in the manner that it is;
 tell us why you did not provide the disclosures in ASC 280 -10-50-21a-b and;
 tell us why you did not provide the disclosures in ASC 280 -10-50-38 to 42.

We remind you that the company and its management are r esponsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Ta Tanisha Meadows, Staff Accountant , at (202) 551 -3322 or me at
(202) 551 -3344 with any quest ions.

Sincerely,

/s/ William H. Thompson

William H. Thompson
Accounting Branch Chief
Office of Consumer Products

Cc: Nancy Saltzman , General Counsel and Chief Compliance Officer

UNITED STATES
SECURIT IES AND EXCHANGE COMMISS ION
DIVISION OF
CORPORATION FINANCE
Mail Stop 3561
ExlService Holdings, Inc.
Vishal Chhibbar
Chief Financial Officer
280 Park A venue, 38th Floor
New York, New York 10017 WASHINGTON, D.C. 2.0549
December 22, 2015
Re: ExlService Holdings, Inc.
Form 10-K for Fiscal Year Ended December 31, 2014
Filed February 27, 2015
File No. 001-33089
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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Item 7 A. Quantitative and Qualitative Disclosures About Market Risk, page 63
1. Please provide an analysis on whether your "cash flow hedges," discussed in f:he second­
to-last paragraph of page 63, are material, such that you would need to provide the
disclosure in Item 305(a) of Regulation S-K. Please see General Instruction 5.B to Item
305(a) and (b).
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 responsib le for the accuracy
and adequacy of the disclosures they have made.
In responding to our comments, please provide a written statement from the company
acknowledg ing that:

ExlService Holdings, Inc.
Vishal Chhibbar
December 22, 2015
Page2
• 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
• 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.
Please contact Charlie Guidry, Staff Attorney, at 202-551-3621 or me at 202-551-3264
with any questions.
Sincerely,
Mara L. Ransom
Assistant Director
Office of Consumer Products

January 27, 2016

ExlService Holdings, Inc.
Vishal Chhibbar
Chief Financial Officer
280 P ark Avenue , 38th Floor
New York , New York  10017

Re: ExlService Holdings, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2014
Filed February 27, 2015
File No. 001 -33089

Dear Mr. Chhibbar :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and 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.  We u rge 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 rules require.

Sincerely,

 /s/ Mara L. Ransom

Mara L. Ransom
Assistant Director
Office of Consumer Products

CORRESP
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CORRESP

 January 22, 2016

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, DC
20549-3561

 Attention: Mara L. Ransom

Re:

 ExlService Holdings, Inc.

 Form
10-K for the Year Ended December 31, 2014

 Filed February 27, 2015

File No. 001-33089

 Dear Ms. Ransom:

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 December 22, 2015
(the “Comment Letter”) regarding the above referenced filing.

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

 Form 10-K for the Year Ended December 31, 2014

Item 7A. Quantitative and Qualitative Disclosures About Market Risk, page 63

Please provide an analysis on whether your “cash flow hedges,” discussed in the second-to-last paragraph of page 63, are material, such that you
would need to provide the disclosure in Item 305(a) of Regulation S-K. Please see General Instruction 5.B to Item 305(a) and (b).

Response to Comment

 The Company
respectfully advises the Staff that it enters into foreign currency forward contracts that are designated as cash flow hedges, in order to mitigate its exposure to foreign currency fluctuation risks and minimize the earnings and cash flow volatility
associated with forecasted transactions denominated in certain foreign currencies. The Company does not enter into foreign currency forward contracts for speculative or trading purposes. The Company’s primary exchange rate exposure is with
the Indian rupee and the Philippines peso, which is related to the expenses incurred by its foreign subsidiaries in India and Philippines, respectively. For the year ended December 31, 2014, approximately 46.5% and 11.7% of the Company’s
expenses were incurred and paid in Indian rupees and Philippines peso, respectively. The Company noted that the average exchange rate of the Indian rupee against the U.S. dollar increased from 58.83 during the year ended December 31, 2013 to
61.12 during the year ended December 31, 2014, representing a depreciation of 3.9%.

The average exchange rate of the Philippines peso against the U.S. dollar increased from 42.64 during the year ended December 31, 2013 to 44.43 during the year ended December 31, 2014,
representing a depreciation of 4.2%.

 The Company had previously conducted a materiality assessment in accordance with General Instruction
5.B to Item 305(a) and (b) and noted the following:

1.
The fair value of $1.5 million of its outstanding cash flow hedges as of December 31, 2014 was not material.

2.
The Company also determined that the net impact on earnings for the year ended December 31, 2014 from the maturing cash flow hedges (loss of $3.0 million) offset by the foreign currency impact on the related
expenses (gain of $2.9 million) was not material.

3.
The Company considered if reasonably possible near-term changes in foreign currency rates would result in a material near-term loss in future earnings, fair values and/or cash flows. A 10 percent change in the
respective foreign currency exchange rate against the U.S. dollar with all other variables held constant would result in a change in the fair value of the outstanding cash flow hedges (maturity periods of one to forty five-months) at
December 31, 2014 of $21.0 million. However, consistent with its experience in 2014 discussed in paragraph 2 above, the Company believes that the impact on future earnings and/or cash flows would continue to be immaterial as the impact of the
maturing cash flow hedges in respective periods would be offset by the foreign currency impact on the related expenses.

Based on the above assessment, the Company did not include disclosures required under Item 305 (a) of Regulation S-K in its Form
10-K for the year ended December 31, 2014.

 The Company further advises the Staff that it will continue to assess the materiality of
the market risk associated with the foreign currency exchange rate fluctuations on its future financial results and will enhance the disclosures in its future Form 10-Ks, consistent with General Instruction 5.B to Item 305(a) and (b) of
Regulation S-K, if such market risks are expected to have a material impact on its financial results as required by Item 305.

 ***

 The goal and philosophy of the Company is, and has been in the past, to provide the public with effective, materially accurate and
consistent financial reporting and disclosures.

 We further acknowledge 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

•

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.

If you have any questions regarding the foregoing responses, please do not hesitate to call me at (212) 872-1415.

 Very truly yours,

/s/ Vishal Chhibbar

 Vishal Chhibbar

Chief Financial Officer

November 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, 2013
File No. 1 -33089

Dear Chhibbar :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and 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.  We u rge 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 rules require.

Sincerely,

 /s/ William H. Thompson

William H. Thom pson
Accounting Branch Chief

cc:  Nancy Saltzman
 General Counsel

CORRESP
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SEC Response Letter

 October 30, 2014

United States Securities and Exchange Commission

 Division of
Corporation Finance

 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, 2013

 Filed March 3, 2014

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. 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 October 14, 2014
(the “Comment Letter”) regarding the above referenced filing.

 For your convenience the headings and numbered responses set
out below correspond to the headings and numbered comments in the Comment Letter. The Company’s responses to the Commission’s comments are as follows:

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, 2013, March 31, 2014 and June 30, 2014 referencing applicable authoritative literature. Please also tell us your consideration of providing disclosure related 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.

 Response to Comment 1

The Company respectfully advises the Staff that pursuant to the terms of the Professional Services Agreement, dated as of March 7, 2006,
by and between The Travelers Indemnity Company (“Travelers”) and the Company (the “PSA”), the Company is required upon termination of the PSA, under certain circumstances, to provide disentanglement services at its own expense to
Travelers for a period of up to eighteen months from the date of a termination notice. Such disentanglement services include transition related services that will enable the orderly transition of the services provided by the Company back to
Travelers and are part of the Company’s ongoing obligations during the transition period. The Company is also required to reimburse certain transition related expenses incurred by Travelers. The Company considers the PSA to be an executory
contract requiring future performance and continues to earn revenues as it performs services during the transition period. Accordingly, the Company does not consider it appropriate to accrue any expected losses by analogy to the loss recognition
provisions of ASC 450.

 The Company considers the cost of disentanglement services as a component of its costs of servicing the PSA and,
as such, they are recorded as incurred in the cost of revenues. The Company records expense reimbursements to Travelers as a reduction of its revenues in the Income Statement based on the guidance in ASC 605-50-45, which requires cash consideration
given by a vendor to a customer to be a reduction of the selling prices of the vendor’s products or services and characterized as a reduction of revenue when recognized in the vendor’s income statement. The Company receives invoices from
Travelers each month for Traveler’s previous month’s expenses and the Company adjusts the accounts receivable from Travelers for that amount by issuing them a credit note. At the end of a quarter, the Company typically has been invoiced
for two months of actual expenses and accrues an estimated expense for the last month based on the quarter to date expense trend of such claims by Travelers. Differences between the estimate and the actual invoices for each of March 2014 and June
2014 have been immaterial.

 The Company disclosed the termination notice received from Travelers on November 1, 2013 and the expected
future reduction in revenues in its MD&A and Risk Factors in its December 31, 2013 Form 10-K as Travelers represented 9.7% of the Company’s 2013 revenues. The Company also disclosed that it would
incur transition costs, which would increase the Company’s 2014 cost of revenues and reimbursement costs which would reduce the Company’s 2014 revenues. The impact of reimbursement costs on revenues for the year ended December 31,
2013 was insignificant and for the three months ended March 31, 2014 was 2.0%. Accordingly, separate disclosure was not included in the notes to the financial statements in the December 31, 2013 Form 10-K or the March 31, 2014 Form
10-Q. The impact of the reimbursement costs on revenues for the three and six months ended June 30, 2014 was 4.8% and 3.4%, respectively. While separate disclosure was not included in the June 30, 2014 Form 10-Q, the Company drew the
reader’s attention in the notes to the financial statements (Note 12) to the MD&A disclosure that had the relevant details regarding the reimbursed costs. The Company further advises the Staff that it will prospectively include disclosure
substantively similar to the following in its September 30, 2014 Form 10-Q and a corresponding and similar disclosure in its December 31, 2014 Form 10-K:

“On November 1, 2013, the Company received a notice of termination from Travelers and is required to provide transition services for
a period of up to eighteen months, including reimbursing Travelers for certain of their transition related expenses. The Company recognized $9.6 million and $17.8 million, respectively, of such reimbursements as a reduction of revenues during the
three and nine months ended September 30, 2014 in accordance with Accounting Standards Codification (ASC) topic 605-50-45, Revenue Recognition.”

 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.

Response to Comment 2

 The Company
advises the Staff that the change in plan assets in the table on page F-28 does not include benefit payments because the benefit payments in 2013 and 2012 were made directly by the Company and not through its plan assets. The Company will
prospectively include clarifying language in periods when the Company continues to make the benefit payments directly and not through its plan assets.

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 for the $2.2 million reversal of an unrecognized tax benefit.

Response to Comment 3

 The Company
advises the Staff that the unrecognized tax benefit that it reversed during the quarter ended June 30, 2014 related to a tax position taken by two of its subsidiaries in India pertaining to certain adjustments proposed by the tax
authorities. The Company had considered the guidance in ASC 740, which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including
resolutions of any related appeals or litigation processes, based on the technical merits. During the three months ended June 30, 2014, the Company further considered the guidance in ASC 740 regarding the adjustment of these liabilities when
its judgment changes as a result of the evaluation of new information not previously available. During the quarter

ended June 30, 2014, certain unaffiliated companies that had filed legal proceedings challenging similar adjustments received favorable judicial rulings. In the Company’s judgment, such
rulings increased the level of certainty that its position with respect to such tax adjustments proposed by the tax authorities would more likely than not be resolved in favor of the Company. Accordingly, the Company reversed the amount of
unrecognized tax benefit by $2.2 million during the quarter ended June 30, 2014.

 The Company further advises the Staff that it will
prospectively include disclosure substantively similar to the following in its quarterly and annual financial statements and MD&A to further explain the nature of the reversal:

“The Company reversed an unrecognized tax benefit of $2.2 million during the quarter ended June 30, 2014 as a result of judicial
rulings handed down during the quarter involving unaffiliated companies regarding similar tax matters. In the Company’s judgment, such rulings increased the level of certainty that its position on these tax adjustments proposed by the tax
authorities would more likely than not be resolved in favor of the Company.”

 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 revenues 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.

Response to Comment 4

 The Company
advises the Staff that it will prospectively include the required disclosures under Item 10(e)(1)(i) of Regulation S-K, if the Company continues to disclose similar non-GAAP measure in its future filings.

***

 We further acknowledge
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

•

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.

 If you have any questions regarding the foregoing responses, please do not hesitate to call me at
(212) 872-1415.

Very truly yours,

/s/ Vishal Chhibbar

 Vishal Chhibbar

 Chief Financial Officer

CORRESP
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    eh1401778_corresp.htm

ExlService Holdings, Inc.

280 Park Avenue, 38th Floor

New York, New York 10017

October 23, 2014

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3561

Attention:

William H. Thompson

Accounting Branch Chief

Re:

ExlService Holdings, Inc.

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

Filed March 3, 2014

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. Thompson:

ExlService Holdings, Inc. (the “Company”) is sending this letter to confirm the extension of time to respond to the Staff’s comment letter dated October 14, 2014 relating to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 and Form 8-K filed on July 29, 2014.  As discussed, the Company will file its written response to the Staff’s comment letter no later than November 4, 2014.  Please contact me at (212) 277-7103 with any questions or concerns.

Sincerely,

/s/ Nancy Saltzman

Nancy Saltzman

Executive Vice President

General Counsel & Secretary

ExlService Holdings, Inc.

cc:    Vishal Chhibbar

ExlService Holdings, Inc.

         John Kennedy

Paul, Weiss, Rifkind, Wharton & Garrison LLP

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

January 17 , 2013

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 completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and 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.  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 rules require.

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Branch Chief

CORRESP
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    eh1300117_corresp.htm

[Letterhead of ExlService Holdings, Inc.]

January 11, 2013

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-3561

Attention: William H. Thompson

Re:

ExlService Holdings, Inc.

Form 10-K for Fiscal Year Ended December 31, 2011

Filed March 6, 2012

File No. 1-33089

Dear Mr. Thompson:

We are writing in response to the comments of the staff (the “Staff”) of the 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 December 18, 2012 (the ”Comment Letter”) regarding the above referenced filing.

For your convenience, the headings and numbered responses set out below correspond to the headings and numbered comments in the Comment Letter. The Company’s responses to the Commission’s comments are as follows:

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.

Response to Comment 1

The income tax reserve that we reversed in 2010 related to a tax position taken by one of our foreign subsidiaries in India.  During 2010, the Indian tax authorities issued a clarification with respect to the taxability of certain components of taxable income which reduced our foreign subsidiary’s taxable income and its corresponding tax liability. This clarification decreased the level of uncertainty in our tax position and was the basis on which we reduced the amount of our income tax reserve by $2.8 million for 2010.  This was disclosed in Note 12 in the notes to the consolidated financial statements in the Form 10-K for 2010.

The reversal of the tax reserve positively impacted our effective income tax rate (“ETR”) by 8.9% for 2010.  Our ETR would have been 26.0% if we had not reversed the income tax reserve based on the tax authorities’ clarification.

We further advise the Staff that we will prospectively include such clarifying disclosure in the results of operations portion of the Management’s Discussion and Analysis of Financial Condition and Results of Operations section in our Annual Report on Form 10-K for 2012.

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 expanding 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.

Response to Comment 2

As of December 31, 2011, the amount of cash, cash equivalents and short-term investments held by our foreign subsidiaries was approximately $44.0 million out of approximately $90.3 million of total cash, cash equivalents and short-term investments.

We intend to prospectively disclose the amount of cash, cash equivalents and short-term investments held by our foreign subsidiaries in our Annual Report on Form 10-K.  In addition, similar to our disclosure in Note 13 in the notes to consolidated financial statements, we will prospectively disclose the fact in the Liquidity and Capital Resources section of the Management’s Discussion and Analysis of Financial Condition and Results of Operations that we do not intend to repatriate such funds since our future growth depends upon the continued infrastructure and technology investments, geographical expansions and acquisitions outside of the U.S.  Therefore, we need to continuously and permanently reinvest the earnings generated outside of the U.S. Furthermore, we will prospectively disclose that if we were to repatriate the funds, we would need to accrue and pay applicable taxes.

Notes to Consolidated Financial Statements, page 72

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

3.

For each material 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 incomplete 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.

Response to Comment 3

We advise the Staff that we will prospectively include the requested disclosures for each material business combination in the notes to our consolidated financial statements.

With respect to our acquisition of Business Process Outsourcing, Inc. (“OPI”), our only material business combination in 2011, we have set forth some of the significant factors comprising the recognized goodwill:

i.

the OPI transaction strengthened the Company’s combined market positioning in the Finance and Accounting (“F&A”) Outsourcing market due to OPI’s acknowledged leadership position;

ii.

we acquired a workforce of approximately 3,700 skilled F&A professionals in India, the U.S, Bulgaria and Malaysia;

iii.

we acquired a U.S.-based marketing team to strengthen our existing presence in the U.S.; and

iv.

the OPI transaction created an opportunity for us to cross sell our outsourcing and transformation services to OPI’s clients and vice versa.

Substantially the entire amount of goodwill recognized from the OPI acquisition is not deductible for tax purposes.  Please refer to Note 5 on “Business Combinations, Goodwill and Intangible Assets” in the notes to the consolidated financial statements.

The initial purchase accounting was incomplete as of December 31, 2011, because we had not completed our assessment of the recoverability of service tax receivables related to our foreign subsidiaries.  The total amount of service tax receivables was $0.8 million as of December 31, 2011 and was included in the caption “other current assets” in the consolidated balance sheet as of December 31, 2011. We subsequently closed this assessment and recorded a minor purchase accounting adjustment of $0.4 million in the quarter ended June 30, 2012.  The foregoing adjustment did not have any impact on our earnings in 2011 or 2012.

The net measurement adjustments recognized during the period were $1.3 million. Goodwill decreased by $1.6 million due to reversal of certain liabilities aggregating to $1.6 million pertaining to the OPI operating leases in foreign subsidiaries, which was included in the caption “non-current liabilities.”  This was partially offset by an increase in goodwill due to the reduction in deferred tax assets of $0.3 million, which was included in the caption “Deferred tax assets.”  Such adjustments were recognized in 2011 since the Company was in the process of finalizing the purchase accounting for OPI and did not have any impact on our earnings in 2011 or 2012.

We further acknowledge 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

·           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.

If you have any questions regarding the foregoing responses, please do not hesitate to call me at (212) 872-1415.

Very truly yours,

/s/ Vishal Chhibbar

Vishal Chhibbar

Chief Financial Officer

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

Mail Stop 3561
January 20, 2010
 Amit Shashank, Esq.  Vice President, General Counsel and Secretary  ExlService Holdings, Inc. 350 Park Avenue New York, NY 10022
Re: ExlService Holdings, Inc.
Form 10-K for Fiscal Year Ended December 31, 2008 Filed March 16, 2009 File No. 1-33089
 Dear Mr. Shashank:

We have completed our review of your Form 10-K and have no further comments
at this time.

Sincerely,
    H. Christopher Owings
Assistant Director

CORRESP
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            ExlService Holdings, Inc.

            280 Park Avenue, 38th Floor

            New York, New York 10017

            January 15, 2010

            VIA EDGAR

            Securities and Exchange Commission

            Division of Corporate Finance

            100 F Street, NE

            Washington, D.C. 20549-7010

            ExlService Holdings, Inc.

            Registration Statement on Form S-3 (File No. 333-162335)

            Ladies and Gentlemen:

            Pursuant to Rule 461 of the Securities Act of 1933, as amended, we hereby request that the effective date of the above-captioned Registration Statement on Form S-3 (the “Registration Statement”) relating to the registration of up to $200,000,000 aggregate initial offering price of common stock, preferred stock, debt
            securities, depositary shares, warrants, rights, purchase contracts and units of ExlService Holdings, Inc. (the “Company”) be accelerated to January 20, 2010 at 11:00 a.m. Eastern Time or as soon thereafter as may be practicable.

            The Company hereby acknowledges that:

                            •

                            should the Securities and Exchange Commission (the “Commission”) or the Staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filings effective, it does not foreclose the Commission from
                            taking any action with respect to the Registration Statement;

                            •

                            the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filings effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

                            •

                            the Company may not assert Staff comments and 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.

            We understand that the Staff will consider this request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement. If you have any questions regarding the foregoing, please contact the undersigned at (212) 277-7100.

            Very truly yours,

                            By:

                            /s/ Amit Shashank, Esq.

                            Amit Shashank, Esq.

                            Vice President, General Counsel & Secretary

Mail Stop 3561
January 13, 2010
 Amit Shashank, Esq.  Vice President, General Counsel and Secretary  ExlService Holdings, Inc. 280 Park Avenue New York, NY 10017
Re: ExlService Holdings, Inc.
Amendment No. 2 to Registrati on Statement on Form S-3
Filed December 30, 2009 File No. 333-162335
 Dear Mr. Shashank:

We have reviewed your filing and have the following comment.  Where indicated,
we think you should revise your document in response to our comment.  If you disagree,
we will consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as deta iled as necessary in your explanation.  In our comments,
we may ask you to provide us with info rmation so we may better understand your
disclosure.  After reviewing this information, we may raise additional comments.

Selling Stockholders, page 4

1. We note that you have provided Item 507 of Regulation S-K information in the
filing in response to comment one in our letter dated December 7, 2009.
However, as previously requested, pleas e expand your disclosure to discuss the
initial transactions in which the resale securities being offered were sold, including, the dates, the numb er of shares purchased in  each transaction, and, if
applicable, the material terms of the initial  transaction(s).  Also, please either list
the related transaction agr eements in the exhibit inde x or provide us with your
legal analysis why you have not included this information in the filing.

*****

As appropriate, please amend your regist ration statement in response to this
comment.  You may wish to provide us with ma rked copies of the amendment to expedite
our review.  Please furnish a cover letter with you r amendment that keys your responses

Amit Shashank
ExlService Holdings, Inc. January 13, 2010 Page 2  to our comment and provides any requested information.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your amendment a nd responses to our comment.

You may contact Scott Anderegg, Staff A ttorney, at (202) 551-3342, or Brigitte
Lippmann, Special Counsel, at (202) 551-3713 or me at (202) 551-3720 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

Mail Stop 3561
December 7, 2009
 Amit Shashank, Esq.  Vice President, General Counsel and Secretary  ExlService Holdings, Inc. 350 Park Avenue New York, NY 10022
Re: ExlService Holdings, Inc.
Amendment No. 1 to Registrati on Statement on Form S-3
Filed November 20, 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 reviewed your filings and have the following comments.  Where
indicated, we think you should re vise your documents in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.  Amendment No. 1 to Registration Statement on Form S-3

Selling Stockholders, page 4

1. We note your response to comment 2 in our letter dated October 28, 2009.  Please
note that you may only omit information regarding the selling shareholders if the
conditions in Rule 430B(b)(2) are satisfied.  Therefore, please describe in greater
detail the initial transactions relating to the resale shares, as previously requested.
Furthermore, if the shareholder informati on is available, please disclose.  For
example, identify any affiliates that are selling the resale sh ares.  Finally, please
explain in greater detail why you believe that the agreemen ts relating to  the initial
transactions for the resale shares are not required to be filed as exhibits.

Amit Shashank, Esq.
ExlService Holdings, Inc.
December 7, 2009 Page 2  Form 10-K for Fiscal Year Ended December 31, 2008

 Consolidated Financial Statements

 Consolidated Balance Sheets, page 70

2. We reviewed your response to comment 15 in our letter dated October 21, 2009.
We understand that you disclose treasury sh ares as a reduction from the total of
common stock, additional paid-in capital,  retained earnings and accumulated
other comprehensive (loss).  As such, the number of common shares outstanding
is different from the number of common sh ares issued at the end of each year
presented.  In future filings please revise the number of common shares outstanding disclosed in th e common stock line item caption under stockholders’
equity to exclude treasury shares.
 Notes to Consolidated Financial Statements, page 74

 Note 2. Summary of Significant Accounting Policies, page 74

 Earnings Per Share, page 81

3. We reviewed your response to comment  18 in our letter dated October 21, 2009
and note the disclosure regarding dividend rights of restricted stock units you intend to include in future filings.  Pleas e provide similar disclosures with respect
to restricted stock awards  and/or clarify your disclo sure regarding the dividend
rights of restricted stock aw ards in the last sentence of  the first paragraph on page
98.  In addition, please tell us whether unvested restricted stock awards are
participating securities a nd discuss the applicability of the two class method for
financial statements issued after the effective date of  FASB ASC 260-10-45-61A.

Note 10. Income Taxes, page 91

4. We reviewed your response to comment  19 in our letter dated October 21, 2009
and the disclosure in Note 12 to the financial statements included in Form 10-Q
for the quarter ended September 30, 2009.  Please explain to us in detail your
policy for recognizing and/or  not recognizing deferred ta xes expected to reverse
during tax holidays and related valuation allowances and explain why your policy
complies with GAAP.  Refer to FASB  ASC 740-10-25-35 and 740-10-25-36.  In
addition, explain to us in detail how the e ffects of the tax holid ays are presented in
the income tax reconciliation table on  page 94, including a discussion of the
effects of tax holidays on each line item.

*****

Amit Shashank, Esq.
ExlService Holdings, Inc. December 7, 2009 Page 3
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
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

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

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

Mail Stop 3561

         December 3, 2008
  Rohit Kapoor President and Chief Executive Officer ExlService Holdings, Inc. 350 Park Avenue New York, NY 10022
Re: ExlService Holdings, Inc.
Form 10-K for Fiscal Year Ended December 31, 2007 Filed March 17, 2008 File No. 1-33089
 Dear Mr. Kapoor:

 We have completed our review of your Form 10-K and have no further comments
at this time.
         S i n c e r e l y ,
         H. Christopher Owings
Assistant Director

CORRESP
1
filename1.htm

            ExlService Holdings, Inc.

            350 Park Avenue

            New York, New York 10022

            October 24, 2008

            United States Securities and Exchange Commission

            Division of Corporation Finance

            100 F Street, N.E.

            Washington, DC 20549-3561

            Attention: H. Christopher Owings

                            Re:

                            ExlService Holdings, Inc.

            Form 10-K for the Fiscal Year Ended December 31, 2007

                            Filed March 17, 2008

            Form 10-Qs for the Fiscal Quarters Ended March 31 and June 30, 2008

                            Filed May 12 and August 11, 2008

            Definitive Proxy Statement on Schedule 14A Filed April 29, 2008

            File No. 1-33089

            Dear Mr. Owings:

            We are writing in response to the comments of the staff of the Commission contained in the Commission’s letter addressed to Mr. Rohit Kapoor, President and Chief Executive Officer of ExlService Holdings, Inc. (“we” or the “Company”), dated September 29, 2008 (the ”Comment Letter”) regarding the above referenced filings.

            For your convenience, the headings and numbered responses set out below correspond to the headings and numbered comments in the Comment Letter. The Company’s responses to the Commission’s comments are as follows:

            Form 10-K for the Fiscal Year Ended December 31, 2007

            Item 1. Business, page 1

                            1.

                            Please include the revenues by geographic area in Item 1 or provide a cross-reference to that information in your financial statements. See Item 101(d) of Regulation S-K.

            Response to Comment 1

            The Company will reflect the staff’s comment in its future filings by including in Item 1 a cross reference to its footnote disclosure in its financial statements regarding “Segment Information.”

            Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 18

                            2.

                            Please expand this section to discuss known material trends and uncertainties that will have, or are reasonably likely to have, a material impact on your revenues or income or result in your liquidity decreasing or increasing in any material way. We note that you discuss trends in your Risk Factors, such as the trend concerning negative public reaction in the United States and elsewhere to offshore outsourcing. Discuss whether you expect these
                            trends to continue and the impact on your business. Please provide additional analysis concerning the quality and variability of your earnings and cash flows so that investors can ascertain the likelihood of the extent past performance is indicative of future performance. Please discuss whether you expect levels to remain at this level or to increase or decrease. Also, you should consider discussing the impact of any changes on your earnings. Further, please discuss
                            in reasonable detail:

                            •

                            Economic or industry-wide factors relevant to your company, and

                            •

                            Material opportunities, challenges, and risks in the short and long term and the actions you are taking to address them.

            See Item 303 of Regulation S-K and SEC Release No. 33-8350.

            Response to Comment 2

            The Company will expand its disclosures in its Management’s Discussion and Analysis of Financial Condition and Results of Operations, where applicable, in its future filings to address known material trends and uncertainties that will have, or are reasonably likely to have, a material impact on its revenues or income or result in its liquidity decreasing or increasing in any
            material way. Additional material trends and uncertainties that the Company’s management currently foresees addressing, where applicable, in its future filings include:

                            •

                            Trends related to increased competition for sufficiently trained employees;

                            •

                            Trends among larger prospective clients to enter into multi-vendor relationships; and

                            •

                            Trends concerning negative public reaction in the United States and United Kingdom to offshore outsourcing.

            The Company will also include in its future filings, where applicable, the additional analysis and discussion regarding the areas identified by the staff in its comment.

            Management’s discussion of trends and uncertainties will likely change given the circumstances of the Company, its competitors, its customers and general economic and other conditions affecting the Company in each reporting period.

                                2

            Results of Operations, page 46

                            3.

                            Where you describe two or more factors that contribute to a material change in a financial statement line item between periods, please quantify, to the extent practicable, the incremental impact of each factor identified. For example, please quantify the effect of revenue increases from existing clients attributable to volume increases within existing processes and the addition of new processes and changes attributable to exchange rates. Please
                            also discuss and quantify, to the extent practicable, the factors that contributed to changes in gross profit as a percentage of revenues. See Item 303(a) of Regulation S-K and Financial Reporting Codification 501.04.

            Response to Comment 3

            In response to the staff’s comment, the Company will, where applicable, in its future filings quantify the foreign exchange impact on our revenue increase or decrease and will discuss the factors contributing to the change in gross profit as a percentage of revenue. The Company’s management information system tracks revenue by existing and new clients. The Company does
            not separately track revenue by existing processes and new processes and hence it is not in a position to quantify separately the revenue increases from existing clients attributable to volume increases within existing processes and the addition of new processes. However, because we know the number of new processes started or lost during a relevant period, we will disclose the net change in the number of processes in Outsourcing Services where applicable in our future filings. In
            addition, we will disclose the revenues attributable to new customers added in Transformation Services, where applicable, in our future filings.

            Liquidity and Capital Resources, page 51

            Contractual Obligations, page 52

                            4.

                            Please include estimated benefits to be paid under the Gratuity Plan and contributions to the Government Provident Fund in the table or provide a discussion of these obligations to the extent necessary for an understanding of the timing and amount of the obligations. Refer to Section IV.A and footnote 46 to the Commission’s Guidance Regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations, SEC
                            Release No. 33-8350, available on our website at http://www.sec.gov/rules/interp/33-8350.htm.

            Response to Comment 4

            In response to the staff’s comment, the Company will include in its future filings, where applicable, disclosure within its Tabular Disclosure of Contractual Obligations regarding its estimated payments under the Gratuity Plan. The disclosure in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 would have been as follows:

                                3

                            Payments Due by Period (in millions)

                            Less than

                            1 year

                            1-3

                            years

                            4-5

                            years

                            After 5

                            years

                            Total

                            Other obligations (a)

                            $ 0.7

                            $ 0.9

                            $ 0.7

                            $ 0.7

                            $ 3.0

                            (a)

                            Represents estimated payments under the Company’s Gratuity Plan.

            The Government Provident Fund (the “Fund”) is a government-sponsored defined benefit plan, to which the Company makes contributions on behalf of its employees in India. The Company is only obligated to match the employee contributions and make payments to the Fund while the employee remains employed by the Company. The assets held by the Fund are managed by the Fund and
            it is the obligation of the Fund to pay the accumulated contributions along with the returns declared by it every year to employees at the time of retirement or request for withdrawal. The Company believes that, given the nature of the Fund (which is substantially the same as the U.S. Social Security program), no disclosure is necessary in its Tabular Disclosure of Contractual Obligations with regard to its contributions to the Fund. However, the Company will include disclosure in
            its future filings, where applicable, substantially similar to the explanation above regarding the Company’s obligations under the Fund.

            Consolidated Financial Statements

            Consolidated Statements of Stockholders’ Equity and Comprehensive Income, page 74

                            5.

                            We note that net income and dividends and accretion on preferred stock are not separately reported in fiscal 2006 and that such dividends and accretion as well as the adjustment to initially apply SFAS 158 in fiscal 2006 are included in comprehensive income. Comprehensive income includes all changes in equity except those resulting from investment by owners and distributions to owners. Also, amounts recognized from the initial adoption of SFAS
                            158 should be reported as an adjustment of the ending balance of accumulated comprehensive income. Please revise to separately present net income and dividends and accretion of preferred stock and to properly report comprehensive income. Refer to paragraph 8 of SFAS 130 and paragraph 16.a. of SFAS 158.

            Response to Comment 5

            In response to the staff’s comment, the Company will in its future filings, where applicable, report net income and dividends and accretion on preferred stock separately as well as remove the adjustment to initially apply SFAS 158 in the computation of comprehensive income within the stockholder’s equity statement in fiscal 2006. Please see the revised Statement of
            Stockholders’ Equity and Comprehensive Income for the fiscal years ended December 31, 2006 and 2007 below, which the Company will include in its Annual Report on Form 10-K for the fiscal year ended December 31, 2008:

                                4

            CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME

                                Shares

                                Amount

                                Additional Paid-In Capital

                                Deferred Stock based Compensation

                                Retained Earnings

                                Accumulated Other Comprehensive Income / (Loss)

                                Treasury Stock

                                Total

                            Balance as of December 31, 2004

                            21,222,294

                            $10,611

                            $ 17,198,127

                            $ (441,889)

                            $ 8,425,314

                            $ (345,381)

                            (14,459)

                            $ 24,832,323

                            Common stock and options issued to management

                            108,220

                            54

                            12,296

                                —

                            —

                            —

                            —

                            12,350

                            Non-employee options

                            —

                            —

                            67,390

                                —

                            —

                            —

                            —

                            67,390

                            Employee stock options forfeited

                            —

                            —

                            (175,744)

                            175,744

                            —

                            —

                            —

                            —

                            Dividends and accretion on preferred stock

                            —

                            —

                            —

                                —

                            (249,438)

                            —

                            —

                            (249,438)

                            Amortization of deferred compensation

                            —

                            —

                            —

                            65,957

                            —

                            —

                            —

                            65,957

                            Comprehensive income:

                            Translation adjustments

                            —

                            —

                            —

                                —

                            —

                            (186,011)

                            —

                            (186,011)

                            Minimum pension liability

                            —

                            —

                            —

                                —

                            —

                            14,038

                            —

                            14,038

                            Cash flow hedges

                            —

                            —

                            —

                                —

                            —

                            (697,642)

                            —

                            (697,642)

                            Reclassification adjustment:

                            Cash flow hedges

                            —

                            —

                            —

                                —

                            —

                            25,368

                            —

                                25,368

                            Net Income

                                —

                                —

                                —

                                    —

                                7,059,548

                                —

                                —

                                7,059,548

                            Total comprehensive income

                            6,215,301

                            Balance as of December 31, 2005

                            21,330,514

Mail Stop 3561
September 29, 2008
 Rohit Kapoor President and Chief Executive Officer ExlService Holdings, Inc. 350 Park Avenue New York, NY 10022
Re: ExlService Holdings, Inc.
Form 10-K for Fiscal Year Ended December 31, 2007 Filed March 17, 2008 Form 10-Qs for the Quarters Ended March 31 and  June 30, 2008 Filed May 12 and August 11, 2008 Definitive Proxy Statement on Schedule 14A Filed April 29, 2008 File No. 1-33089

Dear Mr. Kapoor:

We have reviewed your filings and ha ve the following comments.  You should
comply with the 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.  If you di sagree, we will consid er your explanation
as to why our comments are inapplicable or  a revision is unnecessary.  Please be as
detailed as necessary in your explanation.  Af ter 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.

Rohit Kapoor
ExlService Holdings, Inc. September 29, 2008
Page 2  Form 10-K for Fiscal Year Ended December 31, 2007

 Item 1.  Business, page 1

1. Please include the revenues by geographi c area in Item 1 or provide a cross-
reference to that information in your fi nancial statements.  See Item 101(d) of
Regulation S-K.

Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 18

2. Please expand this section to discuss known material trends and uncertainties that will have, or are reasonably likely to have, a material impact on your revenues or income or result in your liquidity decreas ing or increasing in any material way.
We note that you discuss trends in your Ri sk Factors, such as the trend concerning
negative public reaction in the United  States and elsewhere to offshore
outsourcing.  Discuss whether you expect th ese trends to continue and the impact
on your business.  Please provide additional analysis concerning the quality and variability of your earnings and cash flows so that investors can ascertain the likelihood of the extent past performance is indicative of future performance.
Please discuss whether you expect levels to remain at this level or to increase or
decrease.  Also, you should consider discussing the impact of any changes on your earnings.  Further, please discuss in reasonable detail:

• Economic or industry-wide factors relevant to your company, and
• Material opportunities, ch allenges, and risks in the short and long term
and the actions you are taking to address them.
See Item 303 of Regulation S-K and SEC Release No. 33-8350.
 Results of Operations, page 46

3. Where you describe two or more factors that  contribute to a material change in a
financial statement line item between pe riods, please quantify, to the extent
practicable, the incremental impact of each factor identified.  For example, please
quantify the effect of revenue increases from existing clients attributable to volume increases within existing processe s and the addition of new processes and
changes attributable to exch ange rates.  Please also discuss and quantify, to the
extent practicable, the fact ors that contributed to ch anges in gross profit as a
percentage of revenues.  See Item 303(a) of Regulation S-K and Financial
Reporting Codification 501.04.

Rohit Kapoor
ExlService Holdings, Inc. September 29, 2008
Page 3  Liquidity and Capital Resources, page 51

Contractual Obligations, page 52

4. Please include estimated benefits to be paid under the Gratuity Plan and
contributions to the Government Provi dent Fund in the table or provide a
discussion of these obligations to the exte nt necessary for an understanding of the
timing and amount of the obligations.  Re fer to Section IV.A and footnote 46 to
the Commission’s Guidance Regarding Ma nagement’s Discussion and Analysis
of Financial Condition and Results of  Operations, SEC Release No. 33-8350,
available on our website at http:/ /www.sec.gov/rules/interp/33-8350.htm.
 Consolidated Financial Statements

 Consolidated Statements of Stockholders’ Equity and Comprehensive Income, page 74

5. We note that net income and dividends and accretion on preferred stock are not
separately reported in fiscal 2006 and that  such dividends and accretion as well as
the adjustment to initially apply SFAS 158 in fiscal 2006 are included in
comprehensive income.  Comprehensive income includes all changes in equity except those resulting from investment by owners and distributions to owners.  Also, amounts recognized from the initial adoption of SFAS 158 should be
reported as an adjustment of the ending balance of accumulated comprehensive income.  Please revise to separately present net income and dividends and accretion of preferred stock and to prope rly report comprehensive income.  Refer
to paragraph 8 of SFAS 130 and pa ragraph 16.a. of SFAS 158.

6. Please disclose the amount of income tax expense or benefit allocated to each
component of comprehensive income on the face of the statement or in the notes
to the consolidated financial statements .  Refer to paragraph 25 of SFAS 130.
 Notes to Consolidated Financial Statements, page 76

7. Please provide the disclosures required by paragraph 21 of FIN 48 or tell us why
you believe such disclosure is not required in interim periods of the year of adoption.

Note 2. Summary of Significant Accounting Policies, page 76

Revenue Recognition, page 77

8. Please tell us in detail when you recogni ze revenues for each type of arrangement
you enter into with your customers, including cost-plus, time-and-material, fixed
price, contingent fee and un it-priced arrangements.  We are particularly interested
in when services are considered rendere d and whether there are any significant
conditions to customer acceptance, whether you have arrangements that require completion of all services before reve nue is recognized, whether revenues are

Rohit Kapoor
ExlService Holdings, Inc. September 29, 2008
Page 4
recognized based on progress towards comp letion and whether there are separate
elements in your arrangements.  Also, if you recognize revenue over the service
period based on progress towards comple tion or based on separate contract
elements or milestones, tell us how progr ess is measured, the types of milestones
and how they relate to substantive pe rformance and revenue recognition, and how
you identify and account for multiple elem ents and allocate revenues among the
elements.  In addition, we believe th at you should elaborate on your revenue
recognition policies for cost-plus, time-and- material, fixed price, contingent fee
and unit-priced arrangements so that a reader clearly understands when you
recognize revenues.  Further, please el aborate on your discussion of revenue
recognition in critical accounting policie s on page 44 to the extent assumptions,
estimates and uncertainties regarding reve nue recognition are material to your
financial statements.
 Earnings Per Share, page 82

9. Please tell us and disclose how you treat re stricted stock and restricted stock unit
awards in earnings per share computations.
 Note 4. Acquisition of Inductis Inc, page 86

10. Please disclose the balance sheet classi fication of the liability recognized in
connection with the earn-out provisions of the Inductis acquisition agreement.
Refer to Rule 5-02.20 of Regulation S-X.
 Note 12. Income Taxes, page 92

11. Please tell us whether or not you have r ecognized a deferred taxes liability or
asset for the difference between the amount  for financial reporting and the tax
basis of your investment in foreign subs idiaries and the basis for your accounting
treatment.  In your response, please di scuss your accounting policies considering
the guidance in paragraphs 31 - 34 of SFAS 109 and paragraph 23 of SFAS 52.  In addition, please disclose your acc ounting policies with respect to the
recognition of a deferred tax liability or asset for tem porary differences between
the tax basis and amount for financial re porting of your investments in foreign
subsidiaries and the information re quired by paragraph 44 of SFAS 109.
 Note 13. Stock Based Compensation, page 95

Restricted Stock and Restricted Stock Units, page 98

12. Please tell us how you present stock issu ed pursuant to restricted stock and
restricted stock units in the statements of stockholders’ equity and comprehensive income.  It appears to us that shares i ssued on exercise of stock options includes
vested restricted stock awards as oppos ed to restricted stock issuances and
excludes vested restricted stock units.  In addition, consider revising the

Rohit Kapoor
ExlService Holdings, Inc. September 29, 2008
Page 5
description of the line it em in the statements of stockholders’ equity and
comprehensive income to clearly indicat e the stock-based compensation awards
included in the line item.
 Exhibit 31.1 and 31.2

13. Your certification should appear exactly as set forth in current Item 601(b)(31) of
Regulation S-K.  In future filings pl ease include in paragraph 4(d) the
parenthetical language “(the registrant’s f ourth fiscal quarter in the case of an
annual report).”
 Definitive Proxy Statement filed on Schedule 14A

 Summary Compensation Table for Fiscal 2007, page 24

14. We note that you award cash incentive bonuses upon the achievement of
predetermined financial performance obj ectives and that you set target and
maximum bonus amounts.  Advise us why you did not include that information in
the 2007 compensation disclosu re in the non-equity incen tive plan compensation
column of the summary compensation table or the grants of plan-based awards
table, and please confirm th at you will include that disclosure in your 2009 proxy
statement.  Refer to Item 402(c) and (d) of Regulation S-K.
 Principle Stockholders, page 39

15. Please disclose the natural person(s) or  public company that has the ultimate
voting or investment control over the shares held by Oak Hill Partnerships.
 Certain Relationships and Relate d Person Transactions, page 41

 Related Party Transaction, page 41

16. We note that you list several transactions concerning current or former significant
stockholders.  Please revise to name the related persons.  Refer to Item 404(a)(1) of Regulation S-K.

Form 10-Q for Fiscal Quarter Ended June 30, 2008

17. Please address the above comments as applicable.

Rohit Kapoor
ExlService Holdings, Inc. September 29, 2008
Page 6  Item 1. Financial Statements, page 3

 Consolidated Balance Sheets, page 3

18. Please tell us the items and their amount s contributing to the increases in other
accrued expenses and current liabilities and other non current liabilities between
the periods presented.  In addition, consid er including a discussion of the reasons
for significant changes in working cap ital items in your discussion of operating
cash flows on page 36.

  *****

 As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Detailed cover letters gr eatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
responses to our comments.    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filings to be certain that the filings includes all information required under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a 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
‚ 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.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

Rohit Kapoor
ExlService Holdings, Inc. September 29, 2008 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, El lie Bavaria, Special Counsel, at (202)
551-3238 or me at (202) 551-3720 with  any other questions.

Sincerely,
   H. Christopher Owings
Assistant Director

October 12, 2006

Mail Stop 4561

Vikram Talwar
Chief Executive Officer
ExlService Holdings, Inc.
350 Park Avenue
New York, NY 10022

 Re: ExlService Holdings, Inc.
  Amendment No. 5 to Registra tion Statement on Form S-1
Filed October 4, 2006
  Registration No. 333-121001

Dear Mr. Talwar:

 We have reviewed your filing and have th e following comments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will
consider your explanation as to why our commen t is inapplicable or a revision is unnecessary.
Please be as detailed as necessary  in your explanation.  In some of our comments, we may ask you
to provide us with supplemental information so we may better understand your disclosure.  After
reviewing this information, we may or  may not raise additional comments.

Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in these re spects.  We welcome any questions you may have
about our comments or on any other aspect of our review.  Feel free to call us at the telephone
numbers listed at the end of this letter.

Management

Board Structure and Compensation, page 87
1. Please clarify whether the Board of Director s has made a determination regarding the
independence of any of your di rectors.  We note your statemen t that many of your directors
are “expected to meet the independence requirements of NASDAQ and the federal
securities laws.”  We further note that at least one independent dir ector must serve on each
of your committees and that NASDAQ requires that the Board of Directors make an
affirmative determination regarding the independ ence of directors.  Pl ease revise to indicate
whether such a determination has been made  with respect to any of your directors.

Employment Agreements, page 91
2. Please briefly define the terms, “cause,” “good reason” and “change of control” as such
terms are used in the employment or othe r agreements for your executive officers.

* * * * *

 As appropriate, please amend your registrati on statement in response to our comments.
You may wish to provide us with marked copies of  the amendment to exped ite our review.  Please
furnish a cover letter with your amendment that ke ys your responses to ou r comments and provides
any requested information.  Detailed cover letters greatly facilitate our re view.  Please understand
that we may have additional comments after reviewing your amendment and responses to our
comments.

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in
the filing to be certain that the filing includes al l information required under  the Securities Act of
1933 and that they have provided all information i nvestors require for an informed 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 adequa cy of the disclosures they have made.

 We will consider a written request for acceleration of the effective date of the registration
statement as a confirmation of the fact that those requesting accelerat ion are aware of their
respective responsibilitie s under the Securities Act of 1933 and the Securities Exchange Act of
1934 as they relate to the above registration statem ent.  We will act on the request and, pursuant to
delegated authority, grant acceleration of the effective date.

We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please a llow adequate time after the fili ng of any amendment for further
review before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.
You may contact Jamie Webste r at (202) 551-3446 or Steven  Jacobs, Accounting Branch
Chief, at (202) 551-3403 if you have questions re garding comments on the financial statements and
related matters.  Please contact me at 202-551-3694 with any other questions.

Sincerely,

Owen Pinkerton
Senior Counsel

cc: Valerie DeMont, Esq.  ( via facsimile)

CORRESP
1
filename1.htm

Acceleration Letter

 EXLSERVICE HOLDINGS, INC.

 350 Park Avenue, 10th Floor

 New York, New York 10022

 October 17, 2006

 VIA EDGAR

 Securities and
Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Attention: Owen Pinkerton

 ExlService Holdings, Inc.

 Registration
Statement on

 Form S-1 (File No. 333-121001)

 Dear Mr. Pinkerton:

 Pursuant to Rule 461 of the Securities Act of 1933, as amended, we hereby request that the effective date of the
above-captioned Registration Statement on Form S-1 (the “S-1”) relating to the registration of 5,750,000 shares (including 750,000 shares to cover over-allotments) of common stock, par value $0.001 per share, of ExlService Holdings, Inc.
(the “Company”) be accelerated to October 19, 2006 at 2:00 p.m. E.S.T. or as soon thereafter as may be practicable.

 The Company hereby further requests that the effective date of its Registration Statement on Form 8-A under the Securities Exchange Act of 1934, as
amended (Registration No. 001-33089) (the “Form 8-A” and, together with the Form S-1, the “Registration Statements”), also be accelerated to the same time as the Form S-1.

 ExlService Holdings, Inc. (the “Company”) hereby acknowledges that:

•

should the Securities and Exchange Commission (the “Commission”) or the Staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare
the filing effective, it does not foreclose the Commission from taking any action with respect to the Registration Statements;

•

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 Registration Statements; and

•

the Company may not assert 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.

 We understand that the Staff will
consider this request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statements. If you have any questions
regarding the foregoing, please contact John C. Kennedy of Paul, Weiss, Rifkind, Wharton & Garrison LLP at (212) 373-3025.

 Very truly yours,

 /s/ Vikram Talwar

 Vikram Talwar

 Chief Executive Officer

 October 17, 2006

 Securities and Exchange
Commission

 Division of Corporate Finance

 100 F St., N.E.

 Washington, D.C. 20549

Re:

ExlService Holdings, Inc.

Registration Statement on Form-S-1

File No. 333-121001

 Dear Ladies and Gentlemen:

 In connection with the proposed offering of the above-captioned securities, we wish to advise you that we, as a representative of the underwriters, hereby join with
ExlService Holdings, Inc.’s request that the effective date of the above-captioned Registration Statement be accelerated so that the same will become effective on October 19, 2006 at 2:00 p.m., New York City time, or as soon as practicable
thereafter.

 The following is supplemental
information supplied under Rule 418(a)(7) and Rule 460 under the Securities Act of 1933:

 (i)

Date of preliminary prospectus: October 4, 2006

 (ii)

Dates of distribution: October 4, 2006 – October 19, 2006

 (iii)

Number of prospective underwriters to whom the preliminary prospectus was furnished: 4

 (iv)

Number of prospectuses so distributed: approximately 24,050

 (v)

Compliance with Rule 15c2-8 under the Securities Exchange Act of 1934: Included in Master Agreement Among Underwriters of Salomon Smith Barney Inc. (now known as Citigroup Global Markets
Inc.).

 Very
truly yours,

 Citigroup Global Markets Inc.

 /s/ Samson Frankel

 Samson Frankel

 Senior Vice President

August 24, 2006

Mail Stop 4561

Vikram Talwar
Chief Executive Officer
ExlService Holdings, Inc.
350 Park Avenue
New York, NY 10022

 Re: ExlService Holdings, Inc.
  Amendment No. 3 to Registra tion Statement on Form S-1
Filed July 27, 2006
  Registration No. 333-121001

Dear Mr. Talwar:

 We have reviewed your filing and have th e following comments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will
consider your explanation as to why our commen t is inapplicable or a revision is unnecessary.
Please be as detailed as necessary  in your explanation.  In some of our comments, we may ask you
to provide us with supplemental information so we may better understand your disclosure.  After
reviewing this information, we may or  may not raise additional comments.

Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in these re spects.  We welcome any questions you may have
about our comments or on any other aspect of our review.  Feel free to call us at the telephone
numbers listed at the end of this letter.

General
1. We note your response to previous comment 3 a nd have reviewed the supplemental material
provided in support your statements of leadership.  Please revise  your disclosure to disclose
the measure used to claim your leadership posi tion and clarify that it is not based on solely
on revenue.

Vikram Talwar
ExlService Holdings, Inc.
August 24, 2006 Page 2
Prospectus Summary

Our Business, page 1
2. We note your disclosure regarding the compound  annual growth rate of your revenues
between 2003 and 2005.  Please balance your disc losure by clarifying that much of the
growth for the period 2003 to 2004 resulted from  your providing services for certain clients
for the entire year in 2004 rather than providing services for only part of the year for 2003.  In addition, we note that the growth rate between 2004 and 2005 was significantly less than
the CAGR for the three-year  period and the revenue increase from 2003 to 2004.  Please
break out these numbers to better illustrat e your revenue position during these years.
3. Please provide the reports referenced in the “Market Opportunity” section of your summary, marking the relevant portions that support your statements for our review. Please also clarify in your disclosure  the source of the NASSCOM-M cKinsey data reports.  For
example, we note from the supplemental material you provided on April 15, 2005 that NASSCOM data is obtained from member comp anies on a quarterly basis and, as such, the
data may not represent a complete picture of the business process outsourcing market
opportunities in general.

Competitive Strengths, page 2
4. Please quantify the aggregate equity stake held by insiders of the company, both on a pre-
and post-offering basis.

Information about the company, page 4
5. Please expand to briefly describe further detail s of the Inductis, Inc. acquisition, including
the total purchase price paid and related ea rn out and contingent payment obligations,
including the total maximum number of shares th at may be issued as part of the earn out
and contingency payment obligations in future periods.  Please also disclose how the stock
issued in connection with thes e obligations will be valued.

Summary Risk Factors, page 6

6. Please revise the summary risk factors to better illustrate the potential risks to investors.
For example,

• In the sixth bullet point, please expand to  briefly describe the nature of the
termination provisions and why they c ould adversely affect  your operations;
• In the seventh bullet point, please iden tify your largest client and quantify the
portion of your revenues represented; and,

Vikram Talwar
ExlService Holdings, Inc.
August 24, 2006 Page 3
• In the eighth bullet point, please quantify the ownership interests of Oak Hill and
FTVentures on both a pre- and post-offeri ng basis, and indicate that, on a pre-
offering basis, these entities have the ab ility to control substantially all matters
brought before the Board of Directors, not  merely exercise significant influence.

Risk Factors
7. We note that both Norwich Union and Ameri can Express include non-competition clauses
in the agreements they have with you that hinder your ability to offer outsourcing services
to competitors of Norwich Union and American Express.  Please consider adding a new risk factor that addresses the scope of this prohi bition and assess how it affects your ability to
expand within the BFSI s ector of your industry.

Our research and analytics services  and our advisory services…page 13
8. Please clarify what you mean when you refer to so me of your advisory se rvices as “discrete
projects,” and describe further how that cl assification poses a risk  to your business.

Our industry may not develop in wa ys that we currently…, page 16
9. In order to add depth to your risk factor, please provide ad ditional information regarding
your market presence in the UK, including the portion of your revenues derived from
contracts originating in the UK.  In addition, please clarify whether the legislation referred
to includes a “grandfather clause” for existing agreements or, if not, why you believe that
this legislation will not affect existing agreements you have with your customers.

Unaudited Pro Forma Consolidated Financial Information, page 32
10. Please revise your opening paragraph to incl ude a more detailed description of the
transaction and the entities involved in accord ance with Item 11-02(b)(2) of Regulation S-
X.
11. We note you have included a summarized pro forma balance sheet.  Please revise your pro
forma balance sheet disclosure to include all ma jor captions that are in excess of ten percent
of total assets.  Please refer to Item 11-02(b)(3) of Regulation S-X.
12. Related to your calculation of  the purchase price, please te ll us how you considered the
issuance of restricted shares in your determina tion of the purchase price.  In addition, please
explain the basis for your al location of the purchase price explaining your considerations
determining the value of each intangible asset.  Finally, please revise to disclose the useful
lives for all acquired intangible assets that are subject to amortization.
13. We note that $0.4 million of the purchase price will be paid in January 2007.  Please explain why your pro forma balance sheet does not reflex a liability for that payment.  In addition,

Vikram Talwar
ExlService Holdings, Inc.
August 24, 2006 Page 4
please revise your disclosures to  clearly explain the terms a nd impact of all contingent
consideration.
14. We note that from your disclosure that the fair value of shares issued in the transactions was
$17.40 per share. Please reconcile this with th e disclosure on F-63 that the shares were
valued at $23.75.
15. Related to note (c), please advise why you ha ve not recorded an adjustment for income
taxes in the three months ended March 31, 2006.
16. Related to note (f), please a dvise us how you calculated the adjustment to eliminate $2.7
million in deferred tax assets in the business combination.  We note from page F-81 that
Inductis only had net deferred tax assets of $0.8 million at March 31, 2006.

Management Discussion and Analysis, page 37
17. Please update your MD&A to include your most recent interim period.

Expenses, page 39

Depreciation and Amortization, page 40
18. Please revise to include the amortization of in tangible assets in this discussion.  Based upon
your pro forma information, it appears that am ortization expense will increase significantly
as a result of the Inductis Acquisition.

Acquisition History, page 42
19. In your discussion of the Inductis, Inc. acquisi tion please disclose here the total purchase
price for the acquisition.
20. Disclose the debt incurred in the acquisition as mentioned page 52.

Results of Operations, page 46
21. We note the net gain of $1.4 million from an ineffective cash flow hedge for fiscal year 2005.  Please tell us which income statemen t caption includes the gain and revise your
discussion of the results of operations to include all material changes within the income statement captions.

Vikram Talwar
ExlService Holdings, Inc.
August 24, 2006 Page 5
Contractual Obligations, page 53
22. Please revise you to include your obligations under the employment agreements disclosed
on pages 86 through 88.

Business, page 57
23. On the top of page 58, please briefly discuss the significance of cer tification by Customer
Operations Performance Center, Inc. and th e receipt of an OHSAS  18001 certification for
certain of your facilities.

Exl’s Competitive Strengths, page 50
24. We note your statement that a substantial majo rity of your revenues are derived from the
BFSI sector of your business. Please revise to quantify the amount derived from the BFSI
sector in the most recent period.

Intellectual Property, page 71
25. Please advise us as to why you have not disclo sed the lawsuit brought against Jaipur Golden
Transport Company Private Limited in the Le gal Proceedings section pursuant to Item 103
of Regulation S-K.

The Inductis Acquisition, page 77
26. Please expand to explain the terms of the “wor king capital adjustment ” as defined in the
Inductis agreement and to disclose the maxi mum amount that may be paid in additional
consideration as a result of th e working capital adjustment.

Executive Compensation, page 85
27. We refer to the disclosure in footnote 1 to th e table.  The amounts disclosed in the table
under the “Other Annual” column for the resp ective periods exceed the expenses described
in footnote 1.  Please revise the footnote so that the source of the total amount of expenses
for each period is clear and so th at the totals are consistent.

Employment Agreements, page 86
28. Please briefly describe the “specific circum stances” under which Mr. Talwar and/or Mr.
Kapoor will be restricted from serving as a member of your board.

Vikram Talwar
ExlService Holdings, Inc.
August 24, 2006 Page 6
Options/SAR Grants in La st Fiscal Year, page 86
29. Please revise to disclose the fair value of  your common stock at the date options were
granted to Ms. Murray and Mr. Shashank.

Principal Stockholders, page 98
30. Please tell us why you have included in the tabl e shares that are not exercisable within 60
days (footnote 9, 14, 15 and 16) and therefore are not currently beneficially owned as that
term is defined under Rule 13d-3 of the Exchange  Act by the respective pa rties in the table.

Financial Statements

Consolidated Statement of Operations, page F-4
31. We note the inclusion of revenues from relate d parties on the face of the Statement of
Operations.  Please disclose in the footnotes a descri ption of the transact ions and the related
party.

Consolidated Statement of Cash Flows, page F-7
32. We note the inclusion of change s in restricted cash as a co mponent of net cash provided by
(used in) operating ac tivities.  Please tell us your ba sis for including the changes in
restricted cash as a component of operating ac tivities rather than a component of investing
activities.

Notes to Consolidated Financial Statements

Summary of Significan t Accounting Policies
Segment Information, page F-10
33. Please revise your SFAS 131 disclosure rega rding segments to include applicable
disclosures under paragraphs  25 through 28 of SFAS 131.

Note 6 – Redeemable Preferred Stock, page F-16
34. Please revise your disclosure to clarify what  amendments were made to preferred stock
agreement in addition to disclosing the current terms of the agreement.  Also, please provide
us with your basis for reclassifying the prefer red stock on the balance sheet as of December
31, 2004.

Vikram Talwar
ExlService Holdings, Inc.
August 24, 2006 Page 7
Note 11 – Stock Based Compensation, page F-23
35. It is unclear to us why the fa ir value of your stoc k decreased after Marc h 15, 2005 in light of
your improving operating results, cash flows, a nd financial position.  Please revise your
disclosure to highlight the mile stones and other events that re sulted in decline in your stock
price.  In addition, please consider discussi on in MD&A that high lights the significant
factors, assumptions, and methodologies used in determining fair value and the reason
management chose not to obtain an independent valuation of it s stock in determining fair
value.

Note 11 – Income Taxes, page F-38
36. Please revise your disclosure to clarify the nature of the deferred tax asset recognized.

Inductis, Inc. Financial Statements

Note 9 – Other Assets, page F-54
37. Please revise to clearly disclose the terms of  the loans made to iTouchpoint.  In doing so,
please explain the business purposes for these an d tell us why the Inductis loaned additional
funds in 2006 after the amounts loaned in 2005 were determined to be impaired.  Were
these loans made to satisfy a funding commitment ? If so, please tell us if the Company has
assumed this commitment in conjunction with acquisition.

Note 13 – Common Stock, page F-57
38. Please explain how you have classified the inte rest charged by the former holding company
in the financial statements.

Note 16 – Income Taxes, page F-58
39. Please revise your disclosure to clarify what is meant by “non-effective US source corporate
income.”  In addition, please tell us why the ch ange in accounting from cash to accrual basis
is being recorded over a fou r-year period rather than at  the time of conversion.

Exhibits
40. Please file your legal opinion and underwriting ag reement or provide us with drafts of these
documents with your next amendment so that we have an opportunity to review them.

* * *

Vikram Talwar
ExlService Holdings, Inc.
August 24, 2006 Page 8
As appropriate, please amend your registration statement in response to these comments.
You may wish to provide us with marked copies of  the amendment to exped ite our review.  Please
furnish a cover letter with your amendment that ke ys your responses to ou r comments and provides
any requested information.  Detailed cover letters greatly facilitate our re view.  Please understand
that we may have additional comments after reviewing your amendment and responses to our
comments.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filings reviewed by the staff to be certain th at they have provided all information investors
require for an informed decision.  Since the comp any and its management are in possession of all
facts relating to a company’s disclosure, they ar e responsible for the accur acy and adequacy of the
disclosures they have made.

 Notwithstanding our comments, in the event 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 pursua nt to delegated authority, declare the filing
effective, it does not foreclose the 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 re lieve the company from its full responsibility for the adequacy
and accuracy of the disclosure in the filing; and

‚ the company may not assert this action 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 advised that the Division of Enforcemen t 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 a

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

May 3, 2005

Mail Stop 4-9

Vikram Talwar
Chief Executive Officer
ExlService Holdings, Inc.
350 Park Avenue
New York, NY 10022

	Re:	ExlService Holdings, Inc.
		Amendment No. 2 to Registration Statement on Form S-1
      Filed April 15, 2005
		Registration No. 333-121001

Dear Mr. Talwar:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. Please note that we will address your April 22, 2005 amended
application for confidential treatment in a separate cover letter.

Our Business-Page 1
2. We note your response to previous comment 6.  Upon reviewing
your
supplemental support we note that NASSCOM ranks only those
companies
that are members of their organization.  If you intend to refer to
yourself as a leader in the industry based on the NASSCOM revenue
ranking system, please disclose that the ranking is limited to a
pool
of other industry players that are NASSCOM members.
Supplementally,
please advise us as to the membership requirements of NASSCOM and
as
to the number of companies that provide similar services that are
not
members of NASSCOM and not included in the ranking.

Risk Factors, page 5
3. We have reviewed your revisions in response to previous comment
10.  The comment was meant to elicit greater balance in the
summary
section, in light of your extensive disclosure regarding your
competitive strengths and your business strategy going forward.
However, your revisions appear to repeat the minimal disclosure
found
under the heading, "Competitive Weaknesses" found on page 3 rather
than provide overall balance to the summary section.  Please
revise
to expand your disclosure here regarding the most material risks
facing purchasers in the offering.  For example, we note that a
large
portion of your revenues are derived from contracts that are
terminable at will and that your largest shareholders will
continue
to exert significant influence over your operations following the
offering.  Please revise to discuss these risks and expand your
existing disclosure to briefly explain the risks currently listed.

Substantial future sales of shares of our common stock...page 20
4. We note your response to previous comment 14.  Your disclosure
that substantial amount of common stock are subject to lock-up
agreements that expire in 180 and 360 day periods implies that no
sale of those shares will occur prior to the expirations periods
under any circumstances.  In light of this disclosure, please
revise
to provide investors with a complete picture of the risk,
including
that underwriters could waive the lock-up provisions at their
discretion prior to the expiration dates.   Please also
supplementally advise us as to the percentage of your stock,
including that held by Oak Hill Partners, that will be subject to
the
lock-up agreement.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

Revenues, page 29
5. Where you discuss the factors that contributed to your growth
in
revenues from 2003 to 2004, please revise so that your disclosure
is
consistent with your disclosure under "Results of Operations."
Specifically, it appears that $20 million of the increase is the
result of providing services to certain clients for an entire year
rather than a partial year.

Executive Compensation
6. Please revise the table to reflect the options granted to Shiv
Kumar in 2004.

      As appropriate, please amend your registration 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
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      You may contact Jamie Webster at 202-551-3446 or Steven
Jacobs,
Branch Chief, at 202-551-3403 if you have questions regarding
comments on the financial statements and related matters.  Please
contact Charito A. Mittelman at 202-551-3402 or me at 202-551-3694
with any other questions.

Sincerely,

Owen Pinkerton
Senior Counsel

cc:	John C. Kennedy, Esq. (via facsimile)
	Valerie DeMont, Esq.  (via facsimile)

??

??

??

??

Vikram Talwar
ExlService Holdings, Inc.
May 3, 2005
Page 1

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

February 18, 2005

Mail Stop 4-9

Vikram Talwar
Chief Executive Officer
ExlService Holdings, Inc.
350 Park Avenue
New York, NY 10022

	Re:	ExlService Holdings, Inc.
		Registration Statement on Form S-1/A-1
		Filed February 1, 2005
		Registration No. 333-121001

Dear Mr. Talwar:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. We note your pending requests for confidential treatment.  We
will
review and provide comments on your request separately.  Please
resolve all comments before requesting acceleration of the
effectiveness of this registration statement.

Summary

2. We note your response to previous comment 7 and 8; however, the
continued use of industry jargon in the first two paragraph of the
summary to describe otherwise simple concepts is confusing to
investors.  For example, we note that in the second sentence of
the
first paragraph, you have not clearly defined the meaning of
"outsourcing` and "business process outsourcing."  Please revise
so
that it is immediately clear that you essentially provide
opportunities for companies to shift some of their operations,
such
as human resources and accounting, to a third party in an overseas
location, primarily India.  The terms you use in your definition
such
as "business process" and "business functions" are vague and not
very
useful in clearly identifying the services you actually provide to
clients.
3. In that regard, we note that the last sentence in paragraph two
remains abstract and saturated with industry jargon.  For example,
in
the absence of a problem or question, the term "solution" is
abstract
and should be replaced by a more concrete term or terms.  Instead
of
using the term "solution," please replace the term with a brief
description of your actual products and services.  Also, how do
you
"develop processes," and what are "business risk compliance
services?" Please also avoid the use of terms such as "integrated
business process outsourcing solutions," and "large-scale
processes"
in the second paragraph and define their meaning in the text
instead.
Similarly, define "back-office processing" and "high-value
solutions"
on page 2.
4. Please better explain the relevance of the terms "Six Sigma
methodology" and "Kaizen Initiatives" which may not be readily
apparent to investors.  Similarly, please briefly describe what
the
"well known improvement techniques" are.

Our Business, page 1

6.	Please disclose the specific measurement you are using in
concluding that you are 	a leading provider of offshore business
process outsourcing solutions.
7.	In your response to previous comment 14, confirm our
understanding that the 	number of employees specified at the
particular dates do not include employees 	that have previously
left your employment and returned at a later date.

8.	Where you discuss the fact that the majority of the contracts
in
which you enter 	into are from three to seven years in length,
please also disclose the portion of 	your revenues tied to
contracts that are set to expire within the next year.

Competitive Strengths, page 2
9.	In your response to previous comment 17, we note that revenue
from the "other 	clients" represented 47.8% of your total
revenue
for the period ended September 	30, 2004 and that these "other
clients" can terminate your contracts without cause 	during the
"initial term."  Please disclose the initial term dates for your
"other 	clients."  We note also that in the aggregate, the
revenue
derived from your other 	clients is significant and that the
termination of a bulk of those contracts without 	cause could
materially impact the predictability of your revenue stream.

Risk Factors, page 5

10.	Please briefly list the most material risk factors in the
summary section rather than 	including only a cross-reference to
the
"Risk Factors" section of the prospectus.

Risk Factors

We have a limited number of clients...page 10
11.	Reconcile your disclosure on page 10 relating to the November
2005 initial term 	expiration date of your agreement with Dell
with
the disclosure on page 2 stating 	that the expiration of the
initial
term dates with your two largest customers (one of 	which is
Dell)
expire no sooner than 2007.  Also, clarify on page two whether
	Dell
can terminate the agreement with 30 days notice at any time before
and after 	the initial term date.

We have a long selling cycle...page 11
12.	We note your response to previous comment 31.  The language
you
have added in 	revision to this comment tends to mitigate the risk
you are presenting and should 	be removed.

We may fail to attract and retain...page 13
13.	We note your response to previous comment 35, however, you
have
not indicated 	how much your cost of revenues have increased nor
have
you quantified the 	impact of the high turn-over rate on your
profit
margins for the most recent 	period.  We reissue the comment.

Substantial future sales of shares of our common stock...page 20
14.	In response to previous comment 46, state that the lock-up
agreement may be 	waived at any time at the underwriter`s sole
discretion and provide the factors 	listed in your response as
examples of circumstances under which the agreements 	may be
waived.

Use of Proceeds-Page 23
15.	We note your response to previous comment 49.  Please tell us
why you have not 	allocated a portion of proceeds to pay for the
facility you are contractually 	committed to acquire by
September
of 2005.   Please revise to include the 	estimated amounts
intended to be used for this purpose.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

Results of Operations, page 36

16.	We have reviewed your revisions in response to prior comment
54;
however, we 	re-issue the comment.  Please include a more robust
explanation for the 126.8 	percent increase in revenues from
the
nine months ended September 30, 2003 to 	the nine months ended
September 30, 2004.  It appears that the increase in the 	number
of
new clients did not have material effect on this increase.  In
light
of the 	fact that your revenues are largely predictable as a
result
of the long-term nature 	of your agreements, it is not clear what
caused the large increase presented here.

Principal Stockholders-Page 75

Termination of Stockholder Agreement
17.	We note your response to previous comment 62.  Do the
indemnification 	provisions discussed in Section 8 (d)-(f) of
the
Supplemental Stockholder 	Agreement dated December 3, 2004
extend
indemnification protection to any of 	your directors and
executive
officers beyond that which you have provided and 	disclosed on
page
II-1 of your originally filed registration statement?   If so,
	please discuss the differences in your document.  We note
that
the Stockholder 	Agreement indemnifies the purchasers, as well
as
any partners, members, 	directors, officers, affiliates, legal
counsel and each person who controls the 	purchasers, and that
some of your officer and directors serve as partners to the

Underwriting
18.	Please supplementally confirm that the i-Deal materials have
not
changed since 	you obtained clearance from the Office of Chief
Counsel.

19.	Supplementally tell us who falls within the category of
"friends
and family" of directors.  For example, are Oak Hill Partners and
FTV
Ventures parties that may participate in the directed share
program
as "friends and family members?"  We note that some of your
directors
are partners with Oak Hill and FTV Ventures.

Note 1-Organization, Basis of Presentation and Business
Combinations
20.	We note your response to comment 71, however, your disclosure
indicates that 	Conseco`s waiver of $11 million in advances to
the Company, as well as 	Conseco`s $1 million contribution to the
Company were "key transactions" of the 	acquisition. Please
explain
to us in further detail the timing of these transactions 	as
they
appear to have occurred in contemplation of the acquisition and
provide us 	with more substantive reasons why you do not
believe
they should be factored 	into your purchase price calculation.
Refer
to paragraphs 44 and 45 of SFAS No. 	141.

Note 3 - Restatement
21.	Related to prior comment 75, please supplementally explain
the
nature of the 	services provided by Oak Hill.  Specifically, tell
us
whether the amounts due to 	Oak Hill were contractually based or
determined in some other manner.  In 	addition, please clarify
the
facts and circumstances that resulted in the error and 	how
the
error was detected.  Finally, please explain why you had disclosed
the 	change as a renegotiation in your prior filing instead of as
an
error.

Note 7-Capital Structure
22.	In your response to comment 76, you indicate that mandatory
redemption events 	include "if either or both Vikram Talwar or
Rohit
Kapoor resign from or are 	terminated or are otherwise no
longer
employed by the Company or any of its 	subsidiaries for any
reason."
These appear to be events that are certain to occur 	and would
require classification as a liability in accordance with
paragraphs 9
and 	A6 of SFAS No. 150. Please advise.

*	*	*	*	*

      As appropriate, please amend your registration 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
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      You may contact Jay Spinella at 202-942-7323 or Steven
Jacobs,
Senior Accountant, at 202-942-5222 if you have questions regarding
comments on the financial statements and related matters.  Please
contact Charito A. Mittelman at 202-942-2946 or me at 202-942-1971
with any other questions.

Sincerely,

Owen Pinkerton
Senior Counsel

cc:	John C. Kennedy, Esq. (via facsimile)
	Valerie DeMont, Esq.  (via facsimile)
??

??

??

??

Vikram Talwar
ExlService Holdings, Inc.
February 18, 2005
Page 1

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

December 30, 2004

Mail Stop 4-9

Vikram Talwar
Chief Executive Officer
ExlService Holdings, Inc.
350 Park Avenue
New York, NY 10022

	Re:	ExlService Holdings, Inc.
		Registration Statement on Form S-1 Filed December 3,
2004
		Registration No. 333-121001

Dear Mr. Talwar:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1.	We note your disclosures that you sold options to purchase
Class
A and Class B common stock to directors, officers, employees,
former
employees and consultants from June 2003 to July 2004.  We also
note
your stated belief that these issuances were all exempt from
registration under the Securities Act pursuant to Section 3(a)(9),
Section 4(2) and Regulation D, Rule 701, and a "no-sale" theory
under
Section 5.  Please tell us the aggregate number of purchasers
involved in the private placement and when the options became
exercisable.  For each issuance, please tell us the identity of
the
purchasers or class of purchasers and their relationship to the
issuer, if any, the number of options granted to each such
purchaser
and the date of issuance.  For each such issuance please tell us
which exemption was relied upon and the basis for such reliance.
Please provide us with your analysis of the availability of each
exemption relied upon.  Your analysis should include, among other
things, a discussion of the facts relied upon and a discussion of
the
precautions that were taken to avoid having the manner in which
the
offering was conducted constitute a general solicitation.  Also
include a discussion of the facts that you relied upon in making
your
determination that each of these issuances was exempt under the
exemption relied upon.  For example, for issuances upon which you
relied on Section 4(2), were investors provided with information
similar to the information that would have been contained in a
registration statement?  Was an inquiry undertaken as to the
purchasers` sophistication and ability to bear the economic risks
of
the investment?   Please tell us how each person or entity
qualified
as a "sophisticated investor" and if you believe an entity was a
sophisticated investor because all of its equity owners were
sophisticated investors, please identify all of those equity
owners
and how you determined their sophistication.

2.	Supplementally, please tell us what consideration you gave to
the potential integration of the issuances of shares and options
in
connection with the share conversion that will take place
immediately
prior to the completion of the offering.  Please file, or provide
us
supplementally, with a copy of your Certificate of Incorporation
that
governs the conversion of the shares and options.

Cover Page
3.	Confirm that you will not circulate a preliminary prospectus
until such time as you include an estimated price range and fill
in
blanks throughout the filing.  We may have further comments when
your
filing includes complete disclosure.

Outside Back Cover Page

4. We note the text under the "Industry and Market Data" heading.
You may not disclaim responsibility for information contained in
your
prospectus.  If you intend to use the data throughout your
prospectus, you should delete the disclaimer.  In addition,
supplementally provide supporting material, including the report
from
the Gartner Group,  for any data used, marking the relevant
sections
for our review.  Note also that if such information was prepared
for
the company in connection with the proposed offering, you must
file a
consent from the provider for the use of its name and the
information
attributed to it.

Summary

General
5.	Revise your summary to provide a brief overview of your
offering, and a more succinct description of your business, which
is
more completely discussed in the business section of your
document.

6.	In a table or other similar readily identifiable manner,
state
the percentage of shares that will be held by the executive
officers,
directors, and/or affiliate stockholders after this offering.
7.	Eliminate or reduce the use of acronyms like BPO, BFSI, and
CAGR
in the summary and forepart of the filing; and revise the
disclosure
so that when they are used, their meaning is clear and their use
enhances investor understanding.  See updated Staff Legal Bulletin
No. 7 (June 7, 1999) sample comments 1, 3 and 5.
8.	Please limit the use of defined terms and industry jargon in
the
forepart of the filing so that it is clear to investors who may
not
be familiar with your industry.  See Rule 421(b).  We note the
last
sentence of the second paragraph under the "Our Business" heading
and
the following non-exhaustive list of industry terms throughout the
summary:

* value-added
* business process outsourcing
* domain expertise
* global delivery model
* broad-based expertise
* integrated front-middle and back-office process outsourcing
solutions
* migration
* end-to-end outsourcing reconciliation
* integrated global delivery platforms
* scaleable infrastructure
* six Sigma methodology
* Kaizen initiatives
* offshore delivery capabilities

9.	Some of your risk factors are too general and could apply to
any
issuer or offering.  For example, the risks described under the
general caption, "Risks Related to India and the International
Nature
of our Business," beginning on page 14, should be revised to
Disclose
how each risk has specifically impacted your operations to date.
For
example:

* Has your business suffered any disruptions from the economic,
political, social, and military uncertainties described on page
15?

* Have you suffered any disruptions on your operations or any
decrease in client confidence in your business as a result of any
terrorist activities in India to date (page 15)?

* Have your employees had difficulty obtaining entry visas in
recent
times (page 16)?

Our Business, page 1

10.	Provide supplemental support for your statements of
leadership
here and throughout your document, marking the relevant portions
of
any material provided for our review.

11. 	In the first paragraph, provide greater disclosure regarding
when the majority of your long term business contracts are set to
expire, including the portion of your revenues tied to contracts
that
are set to expire during the next twelve months.
12.	If you choose to highlight your increase in revenues in the
opening paragraph, please also disclose that, prior to the current
period, you have experienced net losses.

13.	In the second paragraph, explain the significance of the "140
processes" (which we assume are types of jobs within an
organization/business).  For example, of the "140 processes" you
have
transferred to your operations centers, how many of them were
transferred on behalf of the same client?  You should revise to
discuss the number in context so that investors can understand how
it
relates to your business success/failure.
14.	Clarify whether the increase in the number of employees
mentioned in the third paragraph includes employees from India and
disclose the relative number of those Indian employees.  Also,
balance the disclosure by stating, if true, that some of the
increase
in employee numbers is a function of the high turnover rate you
experience as described on page 11.
15.	We note the last sentence in paragraph three.  Revise to
describe the significance of these awards to your business, and
provide copies of the certificates for our review.

EXL`s Competitive Strengths, page 2
16.	If you choose to discuss your strengths in the summary,
balance
that disclosure by briefly discussing your competitive weaknesses.
For example, when discussing experience with banking, financial
services, and insurance, clarify that you rely on a few
industries;
and when discussing long-term client relationships, clarify that
you
depend primarily on two clients.
17.	We note your statement here and throughout the prospectus
that
you have relatively predictable and recurring revenues as a result
of
the long-term contracts you have entered into with your clients.
We
further note your disclosure on page 26 of the prospectus that
contracts representing a majority of your revenues are terminable
at
will by the client, with or without cause.  This would appear to
greatly impact the predictability and recurring nature of your
revenues.  In light of this, please revise to clearly indicate
that,
even though you have long-term contracts, a majority of them may
be
terminated for any reason at any time by the client.

18.	Please refrain from making statements that cannot be easily
proved such as a reference to your "reputation for superior
service."

Information About the Company, page 3
19.	In future amendments please use a more recent date to
determine
the exchange rate between U.S. dollars and Indian rupees.

Share Conversion, page 4
20.	When known, please disclose the number of common stock
outstanding after the share conversion and the number of shares
issuable upon exercise of the options to purchase Class A shares.
Disclose also the number of freely tradable shares after the
offering, including the number of shares subject to registration
rights upon commencement of this offering.

Summary Consolidated Financial and Other Data, page 8
21.	The usefulness of EBITDA adjusted for non-recurring items to
derive Adjusted EBITDA is not evident.  Please expand your
disclosure
to demonstrate the usefulness of adjusting EBITDA for goodwill
impairment and extraordinary items.  Refer to Questions 8, 9 and
10
of Frequently Asked Questions Regarding the Use of Non-GAAP
Financial
Measures ("FAQ").  In addition, please revise your disclosure to
characterize the measure as something other than EBITDA as
discussed
in Question 14 of the FAQ.

Risk Factors-Beginnings on Page 9

General
22.	We refer to the introductory paragraph on page 9 where you
indicate that you may face other risks or uncertainties which may
adversely affect your business.  You must disclose all risks that
you
believe are material at this time.  Please delete language related
to
other risks or unknown risks from your disclosure.
23.	Please add a risk factor discussing the high regulatory
nature
of your business as described on page 55, and discuss the risks
associated with failing to adhere to the regulations, or failing
to
obtain or renew any required licenses.

24.	Please add a risk factor describing an investor`s ability to
bring an original action in India to enforce liabilities based
upon
the U.S. federal securities laws against you, your operating
subsidiaries in India, and the executive officers that reside
there.
Discuss also the limitations in effecting service of process as
described on page 89.
25.	Add a risk factor disclosing the number of potentially free
trading shares resulting from the registration rights agreement
you
describe on page 73 and 74 and the impact those free trading
shares
would have on the value of your stock.
26.	Consider adding a risk factor discussing the increase in
costs
of becoming a public company and complying with requirements under
the Sarbanes-Oxley Act.

Risks Related to Our Business

We have a limited independent operating history...Page 9
27.	Quantify the portion of your revenues derived from Conseco in
recent periods, for example, since November 2002.

We have a limited number of clients...Page 9

28.	State the total percentage of revenues derived from the two
major clients in the heading of this risk factor.
29.	Disclose the termination dates for your contracts with
Norwich
and Dell and briefly explain their rights to terminate the
contracts.
30.	State that Norwich is a United Kingdom based company.

We have a long selling cycle...Page 10
31.	It appears that the discussion in the first and second
paragraph
represents a separate risk factor from that discussed in the third
paragraph.  Consider separating these two risk factors.  In the
selling cycle discussion, disclose your success rate with closing
a
sale of your services to potential clients given that you have
only
two major customers.

Our operating results may experience significant
variability...Page
10
32.	Discuss the extent to which the factors listed in this risk
factor have impacted your 	operations in the past.

Our inability to effectively manage...page 11
33.	Discuss more specifically the impact of the rapid pace of
your
growth on your business to date.  For example, disclose any
disruptions to your business caused by recruiting, training, and
retaining so many employees in the span of four years.
34.	Disclose the destination of the facility you plan to invest
in
outside of India.  We note also your belief that the new facility
will provide higher value to your customers through "risk
diversification." Discuss more specifically what "risks" need to
be
diversified and how opening a new facility will address that goal.
Also, how are you "committed" to opening the new facility?  Have
you
entered into a lease or a contractual agreement? If so, any such
commitment should be discussed more fully in the business or MD&A
section of your prospectus.

We may fail to attract and retain....page 11
35.	Quantify the impact of the high turnover rate on your
operations
in recent periods.  For example, disclose the cost of revenues for
recent periods.
36.	How has the high turnover rate impacted your ability to
service
your current clients and obtain new clients?  We note that you
have
serviced few clients since the company was founded.

Wage increases in India...page 11
37.	Discuss the basis for your belief that wages in India are
increasing at a faster pace than those in the United States.  For
example, are wages in India increasing as a result of recent
legislation, or other political factors?  If so, disclose.  Also,
discuss the impact of the declining U.S. dollar on U.S. wages as
compared to Indian wages.

The BPO industry may not develop in ways that we...page 12
38.	Clarify whether your discussion on restricting federally
funded
US private companies from outsourcing jobs is based on currently
proposed legislation, or just a matter of concern more generally.
In
that regard, do your clients rely on federal and state contracts
for
their operations?

We face significant competition...page 13
39.	Revise the heading of this risk factor to identify the
sources
of your competition specifically rather than stating that they
originate from a "variety of sources."  Also, it should be clear
in
the heading that your major source of competition derives from
your
own clients who can perform their own jobs in-house or make their
own
arrangements to outsource jobs abroad. We note, for example, the
agreement you have with Norwich that allows for Norwich to assume
operations in Pune.

Our client contracts contain certain termination and other
provisions...page 13
40.	Revise to discuss the specific termination provisions that
apply
to your major clients such as Norwich Union and Dell.  For
example,
what are the terms under which those clients can terminate your
agreement with cause versus without cause?  Also, define "little
ad