ExlService Holdings Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant

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Dear Stockholder,

As we reflect on the past year, 2023 was defined by growth and continued evolution. The most significant development was EXL’s continued integration of emerging artificial intelligence (“AI”) technology into our longstanding data-led strategy. We achieved this by unlocking key synergies between data and AI. To create better outcomes for our clients, we leverage our deep experience with data to employ AI in more reliable ways, and we use AI to refine and enrich our data. This integration of AI into ourdata-led strategy positioned us well for industry-leading performance over the past year and will continue to do so looking forward to 2024, our 25 th anniversary year, and beyond.

Our earnings numbers help tell that story. In 2023, we generated strong growth across both Analytics and Digital Operations and Solutions. Our 2023 revenue was $1.63 billion, representing growth of 16% over 2022. We also grew adjusted EPS(1) to $1.43, up 19% from $1.20 in 2022.

Our ability to continue executing at this high level, despite fast-moving changes in technology and market dynamics, is the result of sound execution, our differentiated strategy, our balanced portfolio of businesses and our amazing team of more than 50,000 people committed to constant improvement. In 2023, we established an AI Center of Excellence with 1,500 specialists. Our employees spent 1.3 million hours training through our democratized self-learning platform, with more than a quarter of our employees taking advantage of AI training and development tools and more than 57% of our employees participating in digital skills training. We developed several generative AI applications for internal use in areas such as employee self-service, recruiting and finance, and embedded AI into our core solutions. We now have more than 150 AI use cases, with over 30 deployments in production withgo-live for 6 clients.

(1) Adjusted EPS is a non-GAAP financial measure. See “Non-GAAP Reconciliation” later in this proxy statement.

This year’s Proxy Statement highlights continued progress on our sustainability efforts, which contribute to our business success. We have installed solar power projects at several of our centers in India and also transitioned several centers in India and the UK to renewable energy through open access arrangements, which has helped reduce our Scope 2 greenhouse gas emissions. We have continued our focus on diversity, equity and inclusion by developing diverse leadership and building an inclusive work culture where our employees are empowered to bring their authentic contributions, collaborate and drive innovation. Making good on our commitment to not only run a world class business, but to also support our people and the communities in which we operate, we significantly increased our community engagement participation: EXL employees contributed more than 37,000 volunteer hours as part of our community engagement efforts, up approximately 22,000 hours from the prior year, and more than 19,000 of our employees joined EXL-sponsored community engagement initiatives, up from 7,000 participants in 2022.

We are proud of this progress, and the external recognitions we received for these efforts, including for the fourth year as one of America’s Most Responsible Companies by Newsweek and Statista, Inc., for the third year as one of Barron’s 100 Most Sustainable Companies and a Gold rating from EcoVadis. You can read more about our commitment to sustainability on our website, in our Sustainability Report and in the “Sustainability” section of this Proxy Statement.

On behalf of the board of directors of ExlService Holdings, Inc., we are pleased to invite you to the 2024 Annual Meeting of Stockholders, which will be held on June 20, 2024. We look forward to sharing more about our company at the Annual Meeting. We encourage you to carefully read the attached 2024 Annual Meeting of Stockholders and Proxy Statement, which contains important information about the matters to be voted upon and instructions on how you can vote your shares.

Your vote is important to us. Please vote as soon as possible whether or not you plan to participate in the Annual Meeting.

The board of directors and management look forward to your attendance at the Annual Meeting.

Sincerely,

Notice of 2024 Annual Meeting of Stockholders

Dear Stockholder:

You are cordially invited to the 2024 Annual Meeting of Stockholders of ExlService Holdings, Inc., a Delaware corporation (the “Company”), for the purposes of voting on the following matters:

We will hold our Annual Meeting in virtual format only, via live audio webcast (rather than at any physical location) on June 20, 2024 at 9:00 AM, Eastern Time. Our virtual meeting platform will allow for full participation as if you were attending physically. You or your proxyholder may participate, vote, and examine our stockholder list at the Annual Meeting by visiting www.virtualshareholdermeeting.com/EXLS2024 and using your 16-digit control number.

If you are a stockholder of record at the close of business on April 23, 2024, the record date for the Annual Meeting, you are entitled to vote at the Annual Meeting. A list of stockholders as of the record date will be available for examination for any purpose germane to the Annual Meeting, during ordinary business hours, at the Company’s executive offices at 320 Park Avenue, 29 th Floor, New York, New York 10022, for a period of 10 days prior to the date of the Annual Meeting. If our corporate headquarters are closed during the 10 days prior to the Annual Meeting, you may send a written request to the Corporate Secretary at our corporate headquarters, and we will arrange a method for you to inspect the list.

Please note the technical requirements for virtual attendance at the Annual Meeting, as described in the enclosed Proxy Statement beginning on page 122 under the heading “Annual Meeting Q&A.”

Pursuant to rules promulgated by the Securities and Exchange Commission, we are providing access to our proxy materials over the Internet. On or about April 29, 2024, we will mail a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) to each of our stockholders of record and beneficial owners at the close of business on the record date. On the date of mailing of the

Internet Notice, all stockholders and beneficial owners will have the ability to access all of the proxy materials on a website referred to in the Internet Notice. These proxy materials will be available free of charge.

Whether or not you expect to attend the Annual Meeting, the Company encourages you to promptly vote and submit your proxy (i) by Internet (by following the instructions provided in the Internet Notice), (ii) by phone (by following the instructions provided in

the Internet Notice) or (iii) by requesting that proxy materials be sent to you by mail that will include a proxy card that you can use to vote by completing, signing, dating and returning the proxy card in the prepaid postage envelope provided. Voting by proxy will not deprive you of the right to attend the Annual Meeting or to vote your shares. You can revoke a proxy at any time before it is exercised by voting at the Annual Meeting, by delivering a subsequent proxy or by notifying the inspector of elections in writing of such revocation prior to the Annual Meeting. YOUR SHARES CANNOT BE VOTED UNLESS YOU EITHER (I) VOTE BY USING THE INTERNET, (II) VOTE BY PHONE, (III) REQUEST PROXY MATERIALS BE SENT TO YOU BY MAIL AND THEN USE THE PROXY CARD PROVIDED BY MAIL TO CAST YOUR VOTE BY COMPLETING, SIGNING AND RETURNING THE PROXY CARD BY MAIL OR (IV) ATTEND THE ANNUAL MEETING AND VOTE.

By Order of the Board of Directors

Ajay Ayyappan

Executive Vice President, General Counsel and Corporate Secretary

New York, New York

April 29, 2024

2024 Proxy Statement