ExlService Holdings, Inc.

Summary

Below is a summary of select components of this Proxy Statement, including information regarding this year’s stockholder meeting, nominees for our board of directors, summary of our business, performance highlights and selective executive compensation information. This summary does not contain all of the information that you should consider prior to submitting your proxy, and you should review the entire Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”). We refer to the fiscal year ended December 31, 2025 as “fiscal year 2025,” “fiscal 2025,” and “2025.”

Meeting agenda, voting matters and recommendations*

Annual meeting information Time and date: 9:00 AM (Eastern Time) June 16, 2026 Record date: April 23, 2026 Place: Virtual format only via live audio webcast Voting: Stockholders as of the record date are entitled to vote Voting methods Internet (pre-meeting): www.proxyvote.com Mail: Follow instructions on the Internet notice Phone: Call the number listed on the Internet notice Electronically: Attend the Annual Meeting and vote electronically

If you are the beneficial owner of shares held in the name of a brokerage, bank, trust or other nominee as a custodian (also referred to as shares held in “street name”), your broker, bank, trustee or nominee will provide you with materials and instructions for voting your shares. See page 116 for additional details.

Our business

We are a global data and artificial intelligence (“AI”) company that offers services and solutions to reinvent client business models, drive better outcomes and unlock growth with speed. EXL harnesses the power of data, AI and deep industry knowledge to transform businesses, including the world’s leading corporations in industries including insurance, healthcare, banking and financial services, media and retail, among others. EXL was founded in 1999 with the core values of innovation, collaboration, excellence, integrity and respect. We are headquartered in New York, and have over 65,000 employees as of December 31, 2025, spanning six continents.

Company’s three-year performance

Effective from the first quarter of 2025, our reporting segments changed, aligned to our new Industry Market Units (“IMUs”). The revised presentation is reflected on a retrospective basis in the table above and reflected in the 2025 Form 10-K.

Income statement highlights (fiscal year 2025) Annual revenues $2.09B in fiscal year 2025 13.6% from $1.84B in fiscal year 2024 17.9% Data and AI-led revenue 8.6% Digital operations revenue Revenue growth was broad-based across our businesses with our Top 10 clients’ revenue growing by 21.4% Operating income margin Increased 70 basis points from 14.3% in 2024 to 15.0% in 2025 Operating income increased due to higher revenues and gross margins, partially offset by higher SG&A expenses We improved our net income attributable to stockholders by 26.6% from $198.3 million in 2024 to $251.0 million in 2025 Diluted EPS 28.0% increased from $1.21 in 2024 to $1.54 in 2025

Balance sheet highlights (as of December 31, 2025) Our balance sheet remains strong. Our cash and short-term investments as at December 31, 2025 was $328.4M Our debt was $298.6M for a net cash position of $29.8M Cash flow generated from operations in 2025 $350.7M Other highlights for 2025 Apx. 5,800 employees added to our global workforce, mainly in our delivery centers we returned capital to stockholders by repurchasing $316.6M of our shares in 2025, up from $196.5M in 2024.

Total stockholder return

The graphs below compare our 1-year, 3-year and 5-year cumulative total stockholder return (“TSR”) as of December 31, 2025 with the median TSR for companies included in the Nasdaq Composite index, the S&P MidCap 400 index and our peer group.

Our locations

Headquartered in New York, we are made up of approximately 65,000 professionals as of December 31, 2025, with more than 50 offices spanning six continents.

United States Mexico Canada Colombia Ireland UK Europe South Africa India Singapore Phillipines Australia

Corporate governance highlights

The following information is based on our board profile immediately following our Annual Meeting (assuming the election of our seven director nominees) and reflects current board practices.

Corporate governance highlights 7 incumbent director nominees, all of whom are independent, except our Chairman and CEO Declassified board Independent Lead Director Seasoned board of directors with diverse experience, including in data and Al, digital operations and solutions, technology, client industries, global business, finance and accounting, among others Board accountability Majority voting standard for uncontested elections Annual board- and committee-level evaluations Robust director stock ownership guidelines Directors can be removed without cause by holders of a majority of our common stock Independent board of directors evaluation of CEO performance and compensation led by our Lead Director Governance practices Director training and education Board risk oversight and assessment Simultaneous service restrictions Robust roles and responsibilities for Lead Director Standing board committees composed solely of independent chairs and members Regular executive sessions Independent compensation consultant Board and committee oversight over cybersecurity, responsible Al and sustainability efforts Active stockholder engagement program addressing strategy, performance and governance Director qualifications Our board of directors reflects an effective and diverse mix of skills, background and experience appropriate for our company and industry. Our directors have the following attributes: Executive leadership experience Board experience Global experience Finance and accounting expertise Strategic insight and broad business perspective Commitment to accountability, excellence and continuous improvement Human capital management expertise Risk oversight/ management expertise Experience in sustainability matters, information and cybersecurity and data and AI Varied backgrounds Client and industry expertise Commitment to driving our growth and success

Nominees for election as directors

Rohit Kapoor Chairman and CEO Director since- November 2002 Business experience* Co-founded the Company in 1999; Vice Chair and CEO of the Company from 2012 to 2024; Chair and CEO of the Company since 2024 Committee membership None Vikram Pandit Lead Director Director since- October 2018 Business experience* Chairman and Chief Executive Officer of Orogen Group; former Chairman of TGG Group and former Chief Executive Officer of Citigroup Inc. Compensation and Talent Management Committee; Nominating and Governance Committee Thomas Bartlett Director since- March 2024 Business experience* Former President and Chief Executive Officer of American Tower Corporation Committee membership Compensation and Talent Management Committee {Chair); Audit Committee Andreas Fibig Director since - January 2023 Business experience* Former Chairman and CEO of International Flavors & Fragrances Committee membership Nominating and Governance Committee {Chair); Audit Committee Pat Geraghty Kristy Pipes Sarah K. Williamson Director since - October 2025 Business experience* Former President and CEO of GuideWell; former CEO of Blue Cross Blue Shield of Minnesota Committee membership Audit Committee; Nominating and Governance Committee I Director since- January 2021 Director since- June 2023 Business experience* Business experience* Former Chief Financial Officer of Deloitte Chief Executive Officer of FCLT Global; Consulting; various leadership roles in former Partner and Director of the financial services industry, including Alternative Investments of Wellington at Transamerica Life Companies and First Management Company, LLP Interstate Bank of California Committee membership Audit Committee {Chair); Compensation and Talent Management Committee Committee membership Compensation and Talent Management Committee; Nominating and Governance Committee Rohit Kapoor Chairman and CEO Director since - November 2002 Business experience* Co-founded the Company in 1999; Vice Chair and CEO of the Company from 2012 to 2024; Chair and CEO of the Company since 2024 Committee membership None Vikram Pandit Lead Director Director since - October 2018 Business experience* Chairman and Chief Executive Officer of Orogen Group; former Chairman of TGG Group and former Chief Executive Officer of Citigroup Inc. Committee membership Compensation and Talent Management Committee; Nominating and Governance Committee Thomas Bartlett Director since - March 2024 Business experience* Former President and Chief Executive Officer of American Tower Corporation Committee membership Compensation and Talent Management Committee (Chair); Audit Committee Andreas Fibig Director since - January 2023 Business experience* Former Chairman and CEO of International Flavors & Fragrances Committee membership Nominating and Governance Committee (Chair); Audit Committee Pat Geraghty Kristy Pipes Sarah K. Williamson Director since - October 2025 Business experience* Former President and CEO of GuideWell; former CEO of Blue Cross Blue Shield of Minnesota Committee membership Audit Committee; Nominating and Governance Committee Director since - January 2021 Director since - June 2023 Business experience* Business experience* Former Chief Financial Officer of Deloitte Chief Executive Officer of FCLT Global; Consulting; various leadership roles in former Partner and Director of the financial services industry, including Alternative Investments of Wellington at Transamerica Life Companies and First Management Company, LLP Interstate Bank of California Committee membership Audit Committee (Chair); Compensation and Talent Management Committee Committee membership Compensation and Talent Management Committee; Nominating and Governance Committee

• A complete list of each nominee’s business experience and directorships is listed below beginning on page 14.

Director nominees - skills matrix

Our director nominees review and indicate whether they are experts in each of the skills and areas of experience listed below. An “expert,” for purpose of the skills set forth in this skill matrix, means an individual who, based on career experience (other than as an EXL director), has developed and continues to maintain comprehensive knowledge and command over the subject matter, including relevant updates. Definitions for each of these skills, as well as a description for how these are considered for candidates for directors, can be found under “Director qualifications” beginning on page 25 of this Proxy Statement.

Rohit Kapoor Vikram Pandit Thomas Bartlett Andreas Fibig Pat Geraghty Kristy Pipes Sarah K. Williamson Finance and accounting Executive leadership Public company governance Data AI Human capital management Digital operations and solutions Marketing Global experience Risk oversight and management Information and cyber security Mergers and acquisitions

Board statistics*

0-4 5-8 9+ 57% 29% 14% Board tenure Age distribution Gender 43% Below 65 43% 57% 65+ 40 60 80 Average age: 65.4 years Board independence Independent: 6 Non-independent: 1 Race and ethnicity Diverse 29% Non-diverse 71% Male 71% Female 29%

• Following our Annual Meeting, assuming election of all nominees

We pursue sustainability initiatives that are aligned with our long-term corporate strategy, which is designed to benefit our stockholders, clients, employees, communities and manage expectations and commitments across various stakeholder groups. See “Sustainability” beginning on page 42 below for more details on our recent accomplishments in sustainability.

Strong corporate governance Community engagement Protecting our planet Sustainable supply chain Supporting and developing our people Corporate strategy employees Benefits our communities Benefits our clients Benefits our stockholders Benefits our business

Compensation Overview

In 2025, we achieved 100.3% of our revenue performance target, and 100.04% of our AOPM target, resulting in annual incentive payout calculations for our named executive officers, ranging from 101% of target performance to 106% of target performance.

This was the third and final performance year for the performance-based restricted stock units granted in 2023, which were linked to the Company’s revenue and TSR performance relative to a peer group. We achieved 101.61% of the revenue target for the revenue-linked restricted stock units, resulting in 116.15% of target funding of those grants. The Company’s TSR performance was at the 64th percentile among its peer group, resulting in 147.17% of the target funding of those grants. In the aggregate, the performance-based restricted stock units granted in 2023 achieved vesting of shares at 134.76% of target performance.

Compensation mix

Chairman & CEO compensation mix* NEO compensation mix* (Excluding Chairman & CEO) 86% 9% 5% Fixed 95% at risk 77% 11% 12% Equity Annual incentive awards Base salary

• Percentages displayed are rounded.

See “Executive Compensation – Compensation Discussion and Analysis - Executive summary –Pay-for-performance” on page 58 for a description of the components that make up each of the compensation mix elements.