United States

Securities and Exchange Commission

Washington, D.C. 20548




(Rule 14a-101)




Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )


Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐  


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Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to § 240.14a-12


ExlService Holdings, Inc.

(Name of Registrant as Specified in Its Charter)



(Name of Person(s) Filing Proxy Statement, If Other Than the Registrant)


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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on June 19, 2015.

    Meeting Information
  EXLSERVICE HOLDINGS, INC.   Meeting Type:              Annual Meeting
      For holders as of:         April 23, 2015


  Date: June 19, 2015      Time: 8:30 AM EDT

NEW YORK, NY 10017 

  Location:   280 Park Avenue
38th Floor
New York, NY 10017
      Meeting Directions: For directions, please call (212) 277-7100

  You are receiving this communication because you hold shares in the company named above.
  This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
  We encourage you to access and review all of the important information contained in the proxy materials before voting.
      See the reverse side of this notice to obtain proxy materials and voting instructions.







—   Before You Vote   —

How to Access the Proxy Materials


    Proxy Materials Available to VIEW or RECEIVE:  
    How to View Online:  
    Have the information that is printed in the box marked by the arrow (image) (located on the following page) and visit: www.proxyvote.com.  
    How to Request and Receive a PAPER or E-MAIL Copy:  
    If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:  
      1) BY INTERNET: www.proxyvote.com  
      2) BY TELEPHONE: 1-800-579-1639  
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    Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before June 5, 2015 to facilitate timely delivery.  

—   How To Vote   —

Please Choose One of the Following Voting Methods

    Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.  
    Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (image) (located on the following page) available and follow the instructions.  
    Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.






Voting Items

The Board of Directors recommends you vote FOR

the following: 


1. Election of Directors



Deborah Kerr







02) Dr. Mohanbir Sawhney            
03) Garen K. Staglin            


The Board of Directors recommends you vote FOR proposals 2, 3 and 4.

2. The ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for fiscal year 2015

The approval of the compensation of the named executive officers of the Company

4. The approval of the 2015 Amendment and Restatement of the 2006 Omnibus Award Plan


NOTE: The proxies are authorized to act upon such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof