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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320 Park Avenue, 29th Floor

New York, NY 10022

(212)277-7100

Dear Stockholder,

We generated total revenues of $1.838 billion in 2024, representing growth of 12.7% over 2023. We also grew adjusted EPS 1 to $1.65, up 15.4% from $1.43 in 2023 and $1.20 in 2022.

We attribute this growth to a combination of our differentiated strategy, sound execution, key investments and bold innovation. We are proud to be the partner of choice to implement AI anddata-led digital services and solutions for our clients as they work to reimagine their workflows to keep up with a rapidly changing market. Our deep domain expertise, innate understanding of system complexities, robust data management capabilities, strong AI proficiencies and emphasis on strong governance position us well to help our clients operationalize AI at scale. We bring value to our clients every day by delivering solutions that optimize accuracy, cost and latency and drive greater efficiency, accuracy and scalability across complex business operations.

In 2024, we also launched our own specialized LLMs to address the complex needs of our clients and an Enterprise AI Platform to accelerate generative AI development. We collaborated with NVIDIA, Databricks, Microsoft and AWS to bring these solutions to life. We also scaled our existing proprietary solutions. Our ITI Data acquisition further expanded our data management and engineering capabilities, strengthening our offerings in banking and healthcare.

We continue to count our EXL colleagues as our primary asset and are not only seeking to acquire new talent and businesses to help us meet our business strategy, but also to upskill and grow our existing talent base to address the new demands of the data and AI-driven economy. Our team’s spirit of education and advancement is inspiring, and we seek to encourage and empower all of our people to learn and grow with us. To that end, our people completed 1.3 million hours of training across our global workforce, and we are continuing to invest heavily in upskilling. Similarly, in 2024, more than 30,000 of our employees gave back to our communities by donating their time or resources to our corporate social responsibility initiatives with a focus on skills development and education, helping to create the next generation future ready workforce.

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

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, as well as, in 2025, one of the Best Employers in Asia-Pacific by the Financial Times, and one of the Most Trusted Companies in America and one of America’s Most Successful Mid-Cap Companies by Forbes, among many other industry awards.

On behalf of the board of directors of ExlService Holdings, Inc., we are pleased to invite you to the 2025 Annual Meeting of Stockholders, which will be held on June 17, 2025. We look forward to sharing more about our Company at the Annual Meeting. We encourage you to carefully read the attached 2025 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 2025 Annual Meeting of Stockholders

Dear Stockholder:

You are cordially invited to the 2025 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 17, 2025 at 8:30 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/EXLS2025 and using your 16-digit control number.

If you are a stockholder of record at the close of business on April 24, 2025, 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 127 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, 2025, 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, 2025

2025 Proxy Statement