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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EXL 2026 Annual meeting of stockholders

EXL We believe there is always a better way We look deeper, we find it, and we make it happen Values that pave the way to win Collaboration Excellence Integrity Respect Innovation

320 Park Avenue, 29th Floor

New York, NY 10022

(212)277-7100

Dear Fellow Stockholder,

A central focus in 2025 was making AI real for our clients. We launched EXLerate.ai™, our AI platform for reimagining workflows, and launched EXLdata.ai™, our agentic AI native data platform that helps clients move from data to context to AI in a governed and scalable way. We continued to embed AI into our industry platforms, including by adding AI agents to our LifePRO Digital Suite for insurers to automate complex tasks and accelerate product launches. We also deepened our ecosystem of strategic partners, expandingco-selling and solution development with AWS, Databricks, Microsoft, NVIDIA and Google, and were named a Google Cloud Global Strategic Services partner, as well as AWS’s 2025 AI/ML Market Disruptor of the Year.

Our more than 65,000 colleagues, bringing strong innovation mindsets, client-first mentalities, and a bias toward action, remain at the heart of our success. In 2025 we continued investing to build an AI-native workforce, expanding skills in data engineering, generative and agentic AI, partner technologies and cloud platforms. Our IdeaTank 2.0 innovation program generated more than 11,000 ideas from over 30,000 employees, strengthening our organizational innovation capability and speed. We are proud that our culture continues to be recognized externally, including recent distinctions such as Great Place to Work™ certification in India and The Financial Times Best Employers in Asia Pacific.

We are equally committed to operating as a responsible corporate citizen. Across our global footprint, tens of thousands of our colleagues support our corporate social responsibility initiatives, with a particular focus on skills development and education to help create the next generation of future-ready talent. Our emphasis on ethics, compliance, data privacy, security and responsible AI underpins the trust our clients place in us and increasingly differentiates EXL as a partner of choice, opening new opportunities to deploy AI at scale in complex, highly regulated environments, which in turn, unlocks more value for our stockholders. We have been recognized for our efforts in these areas, including by Newsweek on its America’s Most Responsible Companies, America’s Greenest Companies and America’s Most Charitable Companies lists, by Barron’s on its 100 Most Sustainable Companies list and by Forbes on its Most Trusted Companies in America list.

On behalf of the board of directors of ExlService Holdings, Inc., we are pleased to invite you to the 2026 Annual Meeting of Stockholders, which will be held on June 16, 2026. We look forward to sharing more about our Company at the Annual Meeting. We encourage you to carefully read the attached 2026 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,

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

Notice of 2026 Annual Meeting of Stockholders

Dear Stockholder:

You are cordially invited to the 2026 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 16, 2026 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/EXLS2026 and using your 16-digit control number.

If you are a stockholder of record at the close of business on April 23, 2026, 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 115 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 27, 2026, 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 27, 2026

2026 Proxy Statement