Item 2.02. Results of Operations and Financial Condition.

On May 7, 2020, ExlService Holdings, Inc. (the "Company") reported its results of operations for the three months ended March 31, 2020. A copy of the press release issued by the Company concerning the foregoing is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information provided in Item 2.02 of this report, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 7, 2020, the Company announced that, due to the uncertainty caused by the COVID-19 pandemic and in order to retain flexibility, the Company's executive management team recommended to the Compensation Committee (the "Compensation Committee") of the Company's Board of Directors (the "Board"), and the Compensation Committee accepted, salary reductions of 30% to 50% for the Company's named executive officers. The base salary for the Company's Vice Chairman and Chief Executive Officer, Mr. Rohit Kapoor, will be temporarily reduced by 50% and the base salary for the Company's other named executive officers will be temporarily reduced by 30%.

The reductions in base salaries were effective as of May 1, 2020 and will continue for a period of six months but will be reviewed periodically by the Compensation Committee based on Company performance for adjustment or reversal.

Each such officer has agreed that their base salary reduction shall not constitute a termination for "Good Reason" within the meaning of such officer's employment agreement.

Item 7.01. Regulation FD Disclosure.

As an extension of the cost saving actions described in Item 5.02 above, the Company's non-employee directors have agreed to a reduction of 30% in their respective cash retainers. The reductions are effective as of May 1, 2020 and will continue for a period of six months, but will be reviewed periodically by the Board based on Company performance for adjustment or reversal.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description



99.1   Press Release, dated May 7, 2020 (furnished pursuant to Item 2.02).


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