Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On January 12, 2023, ExlService Holdings, Inc. (the "Company") announced that, on recommendation of the Nominating and Governance Committee ("NGC") of the Board of Directors of the Company (the "Board"), effective January 10, 2023, the Board has expanded the size of the Board from eight directors to nine directors and elected Andreas Fibig to fill the new director position, to serve until his successor is duly elected and qualified or his earlier death, disability, resignation or removal. Concurrent with his election as director, Mr. Fibig was appointed to the Board's Audit Committee and the NGC.

Mr. Fibig has been determined to be an independent director under rules and regulations of the Securities and Exchange Commission (the "SEC") and the listing requirements of The Nasdaq Stock Market. There are no arrangements or understandings between Mr. Fibig and any other persons pursuant to which he was selected as a director. Additionally, there are no transactions involving the Company and Mr. Fibig that the Company would be required to report pursuant to Item 404(a) of Regulation S-K. Mr. Fibig will be compensated for his service as a director consistent with the compensation provided to other non-employee directors as described in the Company's most recent proxy statement, filed with the SEC on April 28, 2022.

On January 11, 2023, Clyde Ostler, a member of the Board, notified the Board that he has decided not to stand for re-election at the Company's 2023 annual meeting of stockholders (the "Annual Meeting"), at which time he will retire from the Board and the committees on which he currently serves. Mr. Ostler's decision not to stand for re-election at the Annual Meeting did not arise from any disagreement with the Company, the Company's management or the Board on any matters relating to the Company's operations, policies or practices.

A copy of the press release announcing Mr. Fibig's appointment is attached hereto as Exhibit 99.1 to this report and is hereby incorporated by reference into this Item 5.02. A copy of the press release announcing Mr. Ostler's retirement is attached hereto as Exhibit 99.2 to this report and is hereby incorporated by reference into this Item 5.02.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith:



Number      Description

99.1          Press Release dated January 12, 2023 (furnished pursuant to Item
            7.01)

99.2          Press Release dated January 12, 2023 (furnished pursuant to Item
            7.01)

104         Cover Page Interactive Data File (the cover page XBRL tags are
            embedded within the inline XBRL document)

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