You should read the following discussion in connection with our unaudited
consolidated financial statements and the related notes included elsewhere in
this Quarterly Report on Form 10-Q and our audited consolidated financial
statements and the related notes included in our Annual Report on Form 10-K for
the fiscal year ended December 31, 2021. Some of the statements in the following
discussion are forward looking statements.

We have described in this Quarterly Report on Form 10-Q, the impact of the
global Coronavirus Disease 2019 pandemic ("COVID-19") on our financial results
for the quarter ended March 31, 2022. See "Cautionary Note Regarding
Forward-Looking Statements" below, and Part I, Item 1A, "Risk Factors" in our
Annual Report on Form 10-K for the fiscal year ended December 31, 2021 for
further information regarding risks and uncertainties relating to COVID-19.

Cautionary Note Regarding Forward-Looking Statements



This Quarterly Report on Form 10-Q contains forward-looking statements within
the meaning of the United States Private Securities Litigation Reform Act of
1995. You should not place undue reliance on these statements because they are
subject to numerous uncertainties and factors relating to our operations and
business environment, all of which are difficult to predict and many of which
are beyond our control. These statements often include words such as "may,"
"will," "should," "believe," "expect," "anticipate," "intend," "plan,"
"estimate" or similar expressions. These statements are based on assumptions
that we have made in light of our experience in the industry as well as our
perceptions of historical trends, current conditions, expected future
developments and other factors we believe are appropriate under the
circumstances. As you read and consider this Quarterly Report on Form 10-Q, you
should understand that these statements are not guarantees of performance or
results. They involve known and unknown risks, uncertainties and assumptions.
Although we believe that these forward-looking statements are based on
reasonable assumptions, you should be aware that many factors could affect our
actual financial results or results of operations and could cause actual results
to differ materially from those in the forward-looking statements. Many of the
following risks, uncertainties and other factors identified below have been, and
will be, amplified by the COVID-19 pandemic ("COVID-19"). These factors include
but are not limited to:

•the impact of COVID-19 and related response measures on our business, results
of operations and financial condition, including the impact of governmental
lockdowns and other restrictions on our operations and processes and those of
our clients and suppliers;

•our dependence on a limited number of clients in a limited number of industries and our ability to withstand the loss of a significant client;

•negative public reaction in the U.S. or elsewhere to offshore outsourcing;

•fluctuations in our earnings;

•our ability to attract and retain clients including in a timely manner;

•our ability to successfully consummate or integrate strategic acquisitions;

•our ability to accurately estimate and/or manage the costs;

•restrictions on immigration;

•our ability to hire and retain enough sufficiently trained employees to support our operations;

•our ability to grow our business or effectively manage growth and international operations;

•any changes in the senior management team;

•increasing competition in our industry;


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•telecommunications or technology disruptions or breaches, natural or other
disasters, medical epidemics or pandemics, or acts of violence or war;

•our ability to realize the entire book value of goodwill and other intangible assets from acquisitions;

•our ability to make accurate estimates and assumptions in connection with the preparation of our consolidated financial statements;

•failure to protect our intellectual property;

•regulatory, legislative and judicial developments, including changes to or the withdrawal of governmental fiscal incentives;

•changes in tax laws or decisions regarding repatriation of funds held abroad;

•ability to service debt or obtain additional financing on favorable terms;

•credit risk fluctuations in the market values of our investment and derivatives portfolios;

•legal liability arising out of customer contracts;

•technological innovation;

•our ability to meet our environmental, social and governance-related goals and targets;

•effects of political and economic conditions globally, particularly in the geographies where we operate;

•operational and information security failures arising as a result of remote work solutions adopted due to COVID-19;

•cyber security incidents, data breaches, or other unauthorized disclosure of sensitive or confidential client and employee data; and

•adverse outcome of our disputes with the tax authorities, in the geographies where we operate.



These and other factors are more fully discussed in our Annual Report on Form
10-K for the fiscal year ended December 31, 2021. These and other risks could
cause actual results to differ materially from those implied by forward-looking
statements in this Quarterly Report on Form 10-Q.

The forward-looking statements made by us in this Quarterly Report on Form 10-Q,
or elsewhere, speak only as of the date on which they were made. New risks and
uncertainties come up from time to time, and it is impossible for us to predict
those events or how they may affect us. We have no obligation to update any
forward-looking statements in this Quarterly Report on Form 10-Q after the date
of this Quarterly Report on Form 10-Q, except as required by federal securities
laws.

Executive Overview

We are a leading data analytics and digital operations and solutions company
that partners with clients to improve business outcomes and unlock growth. By
bringing together deep domain expertise with robust data, powerful analytics,
cloud, AI and ML, we create agile, scalable solutions and execute complex
operations for the world's leading corporations in industries including
insurance, healthcare, banking and financial services, media, and retail, among
others.

We deliver data analytics and digital operations and solutions to our clients,
driving enterprise-scale business transformation initiatives that leverage our
deep expertise in advanced analytics, AI, ML and cloud. We manage and report
financial information through our four strategic business units: Insurance,
Healthcare, Analytics and Emerging Business, which reflects how management
reviews financial information and makes operating decisions.



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Our reportable segments are as follows:
•Insurance,

•Healthcare,

•Analytics, and

•Emerging Business.

Our global delivery network, which includes highly trained industry and process
specialists across the United States, Latin America, South Africa, Europe and
Asia (primarily India and the Philippines), is a key asset. We have operations
centers in India, the United States, the United Kingdom, the Philippines,
Bulgaria, Colombia, South Africa, Romania and the Czech Republic.

On December 16, 2021, we completed the acquisition of Clairvoyant, a global
data, AI, ML, and cloud services firm that helps organizations in their business
transformation by maximizing the value of data through actionable insights. It
provides data engineering, analytics, AI, ML, product engineering, and
cloud-based solutions. The acquisition strengthens our Analytics capabilities by
adding additional expertise in data engineering and cloud enablement, further
supporting our clients in the insurance, healthcare, banking and financial
services, and retail industries.

Continued impact of COVID-19 on Our Business



Over the course of 2020 and 2021, and continuing into first quarter of 2022, our
clients, contractors, suppliers, and other partners adapted in order to conduct
business activities in a COVID-19 environment. As the global economy continued
to adapt to the impact of COVID-19, our clients are focused on receiving
personalized customer experiences, optimizing costs and supporting resilient
operating models. We remain committed to helping our clients adapt and thrive
through the ongoing uncertainties caused by COVID-19 and, going forward, to the
shifting business environment.

Our remote working delivery capability steadily improved throughout 2021 and the
first quarter of 2022. We are able to deliver a significant portion of our
clients' current requirements in a remote work model given the intermittent
lockdown restrictions in the locations in which we operate. However, certain
clients have not authorized us to perform certain work remotely due to its
sensitive nature. As of March 31, 2022, there have been minimal interruptions in
our ability to provide our services and support to our clients. Working remotely
has had relatively little impact on the productivity of our employees. We
continue to work closely with our clients to provide consistent access to our
services and have remained flexible to achieve client priorities.

We continue to incur additional costs in order to ensure the continuity of our
operations and support our remote work model. Such costs include purchase of
desktops and laptops for our employees, software and internet connectivity
devices, technology tools for productivity enhancement, transportation, and
sanitization and cleaning costs of our offices and facilities. We also expect
that we will continue to incur additional costs to monitor and improve
operational efficiency of our remote work model, implement new information
technology solutions and security measures to safeguard against information
security risks and protect the health and safety of our employees as they
gradually return to the office. We believe that these short-to-medium-term costs
may benefit us in the long-term, as these steps have broadened our remote
working capabilities, which has become a permanent feature in our future
delivery model, as well as our business continuity plans. Based on our success
of remote work model during the COVID-19 pandemic, we have implemented a new
work standard under which employees in many of our locations, where permitted by
local laws and regulations, and where the role and client requirements permit,
will have the opportunity to choose between different work arrangements. These
include working in a hybrid arrangement, where an employee can split time
between working from the office and working from a pre-approved remote location,
or a fully remote arrangement, where an employee can work entirely from a
pre-approved remote location.

We have begun to re-open some of our operation centers and offices globally with
a focus on safety, while acting consistently with applicable local regulations.
We anticipate that the ability to open these operations centers and offices will
vary significantly from region to region based on a number of factors, including
the availability of COVID-19 vaccines and the spread of future COVID-19
variants. Our operations centers and offices will not re-open fully until local
authorities permit us to do so and our own criteria and conditions to ensure
employee health and safety are satisfied.

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We believe our actions have been successful and that the pandemic, and our
responses, have not significantly affected our business, results of operations,
financial position and cash flow during the first quarter of 2022, however the
full extent of the impact of the pandemic for the period beyond the first
quarter of 2022 is currently uncertain and will depend on many factors that are
not within our control.

For additional information and risks related to COVID-19, see Part I, Item 1A, "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

Revenues

For the three months ended March 31, 2022, we had revenues of $329.2 million compared to revenues of $261.4 million for the three months ended March 31, 2021, an increase of $67.8 million, or 25.9%.



We serve clients mainly in the United States and the United Kingdom, with these
two regions generating 85.8% and 10.0%, respectively, of our total revenues for
the three months ended March 31, 2022, and 85.8% and 9.5%, respectively, of our
revenues for the three months ended March 31, 2021.

For the three months ended March 31, 2022 and 2021, our total revenues from our
top ten clients accounted for 36.2% and 39.3% of our total revenues,
respectively. Our revenue concentration with our top clients remains largely
consistent year-over-year and we continue to develop relationships with new
clients to diversify our client base. We believe that the loss of any of our top
ten clients could have a material adverse effect on our financial performance.

Our Business



We provide data analytics and digital operations and solutions to our clients.
We market our services to our existing and prospective clients through our sales
and client management teams, which are aligned by key industry verticals and
cross-industry domains such as finance and accounting. Our sales and client
management teams operate primarily from the United States, Europe and Australia.

Digital Operations and Solutions: We provide our clients with a range of digital
operations and solutions from our Insurance, Healthcare and Emerging Business
strategic business units, which are focused on solving complex industry problems
such as the insurance claims lifecycle and financial transactions processing,
and typically involve the use of agile delivery models to implement digital
technologies and interventions like hyper-automation, customer experience
transformation, advanced automation, robotics, enterprise architecture,
end-to-end business function management and transformations. We either
administer and manage these functions on an ongoing basis via longer-term
arrangements or project work. For a portion of our digital operations and
solutions, we hire and train employees to work at our operations centers on the
relevant business operations, implement a process migration to these operations
centers and then provide services either to the client or directly to the
client's customers. Each client contract has different terms based on the scope,
deliverables and complexity of the engagement. We also provide consulting
services related to digital operations and solutions that include
industry-specific digital transformational services as well as cross-industry
finance and accounting services as part of the Emerging Business strategic
business unit.

We provide our services under contracts with our clients, which typically have
terms of three or more years, with some being rolling contracts with no end
dates. Typically, our clients can terminate these contracts with or without
cause and with short notice periods. These contracts provide us with a
relatively predictable revenue base for a substantial portion of our digital
operations and solutions business. However, we have a long selling cycle for our
services and the budget and approval processes of prospective clients make it
difficult to predict the timing of entering into definitive agreements with new
clients. Similarly, new license sales and implementation projects for our
technology service platforms and other software-based services have a long
selling cycle, however ongoing annual maintenance and support contracts for
existing arrangements provide us with a relatively predictable revenue base.

We charge for our services using various pricing models like time-and-material
pricing, full-time-equivalent pricing, transaction-based pricing, outcome-based
pricing, subscription-based pricing and other alternative pricing models.
Outcome-based pricing arrangements are examples of non-linear pricing models
where clients link revenues from platforms and solutions and the services we
provide to usage or savings rather than the efforts deployed to provide these
services. We continue to observe a shift in the industry pricing models toward
transaction-based pricing, outcome-based pricing and other alternative pricing
models. We believe this trend will continue and we use such alternative pricing
models with some of our current clients and are seeking to move certain other
clients from a full-time-equivalent pricing model to a transaction-based or
other
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alternative pricing model. These alternative pricing models place the focus on
operating efficiency in order to maintain or improve our gross margins.

We have also observed that prospective larger clients are entering into
multi-vendor relationships with regard to their outsourcing needs. We believe
that the trend toward multi-vendor relationships will continue. A multi-vendor
relationship allows a client to seek more favorable pricing and other contract
terms from each vendor, which can result in significantly reduced gross margins
from the provision of services to such client for each vendor. To the extent our
large clients expand their use of multi-vendor relationships and are able to
extract more favorable contract terms from other vendors, our gross margins and
revenues may be reduced with regard to such clients if we are required to modify
the terms of our relationships with such clients to meet competition.

Analytics: Our analytics services focus on driving improved business outcomes
for our clients by unlocking deep insights from data and create data driven
solutions across all parts of our clients' business. We also provide care
optimization and reimbursement optimization services, for our clients through
our healthcare analytics solutions and services. We also offer integrated
solutions to help our clients in cost containment by leveraging technology
platforms, customizable and configurable analytics and expertise in healthcare
reimbursements to help clients enhance their claim payment accuracy. Our teams
deliver predictive and prescriptive analytics in the areas of customer
acquisition and lifecycle management, risk underwriting and pricing, operational
effectiveness, credit and operational risk monitoring and governance, regulatory
reporting, payment integrity and care management and data management. We
enhance, modernize and enrich structured and unstructured data and use a
spectrum of advanced analytical tools and techniques, including our in-house ML
and AI capabilities to create insights and improve decision making for our
clients. Our Clairvoyant acquisition in December 2021 strengthens our analytics
capabilities by adding additional expertise in data engineering and cloud
enablement, further supporting our clients in the insurance, healthcare, banking
and financial services, and retail industries. We actively cross-sell and, where
appropriate, integrate our analytics services with other digital operations and
solutions as part of a comprehensive offering for our clients. Our
projects-based analytics services are cyclical and can be significantly affected
by variations in business cycles. In addition, our projects-based analytics
services are documented in contracts with terms generally not exceeding one year
and may not produce ongoing or recurring business for us once the project is
completed. These contracts also usually contain provisions permitting
termination of the contract after a short notice period. The short-term nature
and specificity of these projects could lead to fluctuations and uncertainties
in the revenues generated from providing analytics services.

We anticipate that revenues from our analytics services will grow as we expand our service offerings and client base, both organically and through acquisitions.

Critical Accounting Policies and Estimates



There have been no significant changes in our critical accounting policies and
estimates during the three months ended March 31, 2022, as compared to the
critical accounting policies and estimates referred in Part II, Item 7,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" under "Critical Accounting Policies and Estimates" and Note 2 -
Summary of Significant Accounting Policies to our consolidated financial
statements included in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2021.
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Results of Operations

The following table summarizes our results of operations for the three months ended March 31, 2022 and 2021:



                                                                            Three months ended March 31,
                                                                              2022                  2021
                                                                                (dollars in millions)
Revenues, net                                                           $        329.2          $    261.4
Cost of revenues(1)                                                              207.5               158.8
Gross profit(1)                                                                  121.7               102.6
Operating expenses:
General and administrative expenses                                               39.9                30.7
Selling and marketing expenses                                                    24.2                18.2
Depreciation and amortization expense                                             13.6                12.1

Total operating expenses                                                          77.7                61.0
Income from operations                                                            44.0                41.6
Foreign exchange gain, net                                                         1.8                 0.4
Interest expense                                                                  (0.9)               (2.5)
Other income, net                                                                  2.4                 1.4

Income before income tax expense and earnings from equity affiliates

       47.3                40.9
Income tax expense                                                                11.2                 9.0
Income before earnings from equity affiliates                                     36.1                31.9
Gain from equity-method investment                                                 0.1                   -

Net income attributable to ExlService Holdings, Inc. stockholders $

36.2 $ 31.9

(1) Exclusive of depreciation and amortization expense.



Due to rounding, the numbers presented in the tables included in this Part I,
Item 2, "Management's Discussion and Analysis of Financial Condition and Results
of Operations" may not add up precisely to the totals provided.

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Three Months Ended March 31, 2022 Compared to Three Months Ended March 31, 2021

Revenues.

The following table summarizes our revenues by reportable segments for the three months ended March 31, 2022 and 2021:


                             Three months ended March 31,                         Percentage
                                   2022                   2021        Change        change
                                 (dollars in millions)
Insurance             $        103.3                    $  91.1      $ 12.2           13.3  %
Healthcare                      26.2                       30.3        (4.1)         (13.6) %
Emerging Business               50.7                       37.7        13.0           34.7  %
Analytics                      149.0                      102.3        46.7           45.7  %
Total revenues, net   $        329.2                    $ 261.4      $ 67.8           25.9  %



Revenues for the three months ended March 31, 2022 were $329.2 million, up $67.8
million, or 25.9%, compared to the three months ended March 31, 2021, driven
primarily by revenue growth in Analytics.

Revenue growth in Insurance of $12.2 million was primarily driven by expansion
of business from our new and existing clients aggregating to $12.7 million. This
was partially offset by $0.5 million mainly attributable to the depreciation of
the Australian dollar and the Indian rupee against the U.S. dollar during the
three months ended March 31, 2022, compared to the three months ended March 31,
2021. Insurance revenues were 31.4% and 34.9% of our total revenues during the
three months ended March 31, 2022 and March 31, 2021, respectively.

Revenue decline in Healthcare of $4.1 million was primarily driven by
termination of certain client contracts aggregating to $7.2 million, partially
offset by expansion of business from our existing clients aggregating to $3.1
million during the three months ended March 31, 2022. Healthcare revenues were
7.9% and 11.6% of our total revenues during the three months ended March 31,
2022 and March 31, 2021, respectively.

Revenue growth in Emerging Business of $13.0 million was primarily driven by
expansion of business from our new and existing clients of $13.6 million. This
was partially offset by $0.6 million mainly attributable to the depreciation of
the U.K. pound sterling and the Indian rupee against the U.S. dollar during the
three months ended March 31, 2022, compared to the three months ended March 31,
2021. Emerging Business revenues were 15.4% and 14.4% of our total revenues
during the three months ended March 31, 2022 and March 31, 2021, respectively.

Revenue growth in Analytics of $46.7 million was attributable to the higher
volumes in our annuity and project based engagements from our new and existing
clients of $36.9 million, and contribution from our acquisition of Clairvoyant
in December 2021 of $10.2 million. This was partially offset by $0.4 million
mainly attributable to the depreciation of the U.K. pound sterling against the
U.S. dollar during the three months ended March 31, 2022, compared to the three
months ended March 31, 2021. Analytics revenues were 45.3% and 39.1% of our
total revenues during the three months ended March 31, 2022 and March 31, 2021,
respectively.


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Cost of Revenues and Gross Margin: The following table sets forth cost of revenues and gross margin of our reportable segments.



                                                           Cost of Revenues                                                            Gross Margin
                                Three months ended March 31,                            Percentage change            Three months ended March 31,               Change
                                  2022                  2021             Change                                       2022                 2021
                                    (dollars in millions)
Insurance                   $           65.1       $         56.1       $  9.0                     16.0  %              37.0  %               38.5  %              (1.5) %
Healthcare                              17.6                 17.4          0.2                      1.5  %              32.5  %               42.5  %             (10.0) %
Emerging Business                       29.2                 20.8          8.4                     40.2  %              42.4  %               44.7  %              (2.3) %
Analytics                               95.6                 64.5         31.1                     48.2  %              35.9  %               37.0  %              (1.1) %
Total                       $          207.5       $        158.8       $ 48.7                     30.7  %              37.0  %               39.2  %              (2.2) %



For the three months ended March 31, 2022, cost of revenues was $207.5 million,
compared to $158.8 million for the three months ended March 31, 2021, an
increase of $48.7 million, or 30.7%. Our gross margin for the three months ended
March 31, 2022 was 37.0%, compared to 39.2% for the three months ended March 31,
2021, a decrease of 220 basis points ("bps").

The increase in cost of revenues in Insurance of $9.0 million during the three
months ended March 31, 2022 was primarily due to increases in employee-related
costs of $8.2 million on account of higher headcount, performance incentives and
wage inflation, and higher technology costs of $1.3 million on account of
increased leverage of remote work model, partially offset by foreign exchange
gain, net of hedging of $0.5 million. Gross margin in Insurance decreased by 150
bps during the three months ended March 31, 2022, compared to the three months
ended March 31, 2021, primarily due to higher employee-related costs during the
three months ended March 31, 2022, compared to the three months ended March 31,
2021.

The increase in cost of revenues in Healthcare of $0.2 million during the three
months ended March 31, 2022 was primarily due to increases in employee-related
costs of $0.6 million on account of wage inflation and higher performance
incentives, partially offset by lower travel costs of $0.4 million. Gross margin
in Healthcare decreased by 1,000 bps during the three months ended March 31,
2022, compared to the three months ended March 31, 2021, primarily due to lower
revenues and higher operating expenses associated with the termination of client
contracts during the three months ended March 31, 2022, compared to the three
months ended March 31, 2021.

The increase in cost of revenues in Emerging Business of $8.4 million during the
three months ended March 31, 2022 was primarily due to increases in
employee-related costs of $7.5 million on account of higher headcount,
performance incentives and wage inflation, higher technology costs of $1.2
million on account of increased leverage of remote work model and higher travel
costs $0.5 million, partially offset by foreign exchange gain, net of hedging
$0.8 million. Gross margin in Emerging Business decreased by 230 bps during the
three months ended March 31, 2022, compared to the three months ended March 31,
2021, primarily due to lower margins in certain new clients due to ramp-ups and
higher employee-related costs during the three months ended March 31, 2022,
compared to the three months ended March 31, 2021.

The increase in cost of revenues in Analytics of $31.1 million during the three
months ended March 31, 2022 was primarily due to increases in employee-related
costs of $28.1 million on account of higher headcount, performance incentives
and wage inflation, including incremental cost related to our acquisition of
Clairvoyant in December 2021 of $7.0 million. The remaining increase was
attributable to higher travel costs $1.0 million, higher technology costs of
$0.5 million on account of increased leverage of remote work model and higher
other operating costs of $2.4 million. This was partially offset by foreign
exchange gain, net of hedging of $0.9 million. Gross margin in Analytics
decreased by 110 bps during the three months ended March 31, 2022, compared to
the three months ended March 31, 2021, primarily due to higher employee-related
costs during the three months ended March 31, 2022, compared to the three months
ended March 31, 2021.
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Selling, General and Administrative ("SG&A") Expenses.



                                                        Three months ended March 31,              Change             Percentage
                                                           2022                 2021                                   change
                                                            (dollars in millions)
General and administrative expenses                  $       39.9           $    30.7          $    9.2                      30.1  %
Selling and marketing expenses                               24.2                18.2               6.0                      32.5  %
Selling, general and administrative expenses         $       64.1           $    48.9          $   15.2                      31.0  %
As a percentage of revenues                                  19.5   %            18.7  %



The increase in SG&A expenses of $15.2 million was primarily due to higher
employee-related costs of $13.0 million on account of higher headcount,
performance incentives and wage inflation, including incremental cost related to
our acquisition of Clairvoyant in December 2021, increase in technology cost of
$0.7 million on account of continued investments in digital capabilities, higher
travel costs $0.6 million and other operating costs of $1.5 million, partially
offset by foreign exchange gain, net of hedging of $0.6 million.

Depreciation and Amortization.



                                                      Three months ended March 31,             Change             Percentage
                                                         2022                 2021                                  change
                                                          (dollars in millions)
Depreciation expense                               $        9.1           $     8.7          $   0.4                       4.3  %
Intangible amortization expense                             4.5                 3.4              1.1                      33.5  %
Depreciation and amortization expense              $       13.6           $    12.1          $   1.5                      12.4  %
As a percentage of revenues                                 4.1   %         

4.6 %





The increase in intangibles amortization expense of $1.1 million was primarily
due to amortization of intangibles associated with our acquisition of
Clairvoyant in December 2021, partially offset by decrease in intangibles
amortization expense due to end of useful lives for certain intangible assets
during the three months ended March 31, 2022, compared to the three months ended
March 31, 2021. The increase in depreciation expense of $0.4 million was
primarily due to depreciation related to our investments in new operating
centers and internally developed software of $0.5 million, partially offset by
foreign exchange gain, net of hedging $0.1 million, during the three months
ended March 31, 2022, compared to the three months ended March 31, 2021.
Income from Operations. Income from operations increased by $2.4 million, or
5.8%, from $41.6 million for the three months ended March 31, 2021 to
$44.0 million for the three months ended March 31, 2022, primarily due to higher
revenues, partially offset by higher cost of revenues and higher SG&A expenses
during the three months ended March 31, 2022. As a percentage of revenues,
income from operations decreased from 15.9% for the three months ended March 31,
2021 to 13.4% for the three months ended March 31, 2022.

Foreign Exchange Gain/(Loss). Foreign exchange gains and losses are primarily
attributable to the movement of the U.S. dollar against the Indian rupee, the
U.K. pound sterling, the Philippine peso and the South African ZAR during the
three months ended March 31, 2022. The average exchange rate of the U.S. dollar
against the Indian rupee increased from 73.17 during the three months ended
March 31, 2021 to 75.25 during the three months ended March 31, 2022. The
average exchange rate of the U.K. pound sterling against the U.S. dollar
decreased from 1.38 during the three months ended March 31, 2021 to 1.33 during
the three months ended March 31, 2022. The average exchange rate of the U.S.
dollar against the Philippine peso increased from 48.39 during the three months
ended March 31, 2021 to 51.32 during the three months ended March 31, 2022. The
average exchange rate of the U.S. dollar against the South African ZAR increased
from 15.02 during the three months ended March 31, 2021 to 15.15 during the
three months ended March 31, 2022.

We recorded a net foreign exchange gain of $1.8 million for the three months
ended March 31, 2022 compared to the net foreign exchange gain of $0.4 million
for the three months ended March 31, 2021.

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Interest expense. Interest expense decreased from $2.5 million for the three
months ended March 31, 2021 to $0.9 million for the three months ended March 31,
2022, primarily due to settlement of outstanding obligations under the Notes (as
defined under Note 17 - Borrowings-Convertible Senior Notes to our unaudited
consolidated financial statements") on August 27, 2021, and lower effective
interest rates of 1.3% under our Credit Facility during the three months ended
March 31, 2022, compared to 2.0% during the three months ended March 31, 2021.

Other Income, net.

                                                       Three months ended March 31,                               Percentage
                                                          2022              2021              Change                change
                                                          (dollars in millions)
Gain on sale and mark-to-market of mutual funds and
money market funds                                    $     1.2          $    1.1          $     0.1                      12.1  %
Interest and dividend income                                1.4               0.6                0.8                     127.6  %
Other, net                                                 (0.2)             (0.3)               0.1                     (33.9) %
Other income, net                                     $     2.4          $    1.4          $     1.0                      71.0  %



Other income, net increased by $1.0 million, from $1.4 million for the three
months ended March 31, 2021 to $2.4 million for the three months ended March 31,
2022, primarily due to interest on income tax refunds of $0.7 million during the
three months ended March 31, 2022, compared to the three months ended March 31,
2021.

Income Tax Expense. The effective tax rate increased from 21.9% during the three
months ended March 31, 2021 to 23.7% during the three months ended March 31,
2022. We recorded income tax expense of $11.2 million and $9.0 million for the
three months ended March 31, 2022 and 2021, respectively. The increase in income
tax expense was primarily as a result of higher profit during the three months
ended March 31, 2022, compared to the three months ended March 31, 2021, and an
increase in non-deductible expenses, partially offset by higher excess tax
benefits during the three months ended March 31, 2022.

Net Income. Net income increased from $31.9 million for the three months ended
March 31, 2021 to $36.2 million for the three months ended March 31, 2022,
primarily due to increase in income from operations of $2.4 million, lower
interest expense of $1.6 million, higher foreign exchange gain, net of $1.5
million, higher other income, net of $1.0 million, partially offset by higher
income tax expense of $2.2 million. As a percentage of revenues, net income
decreased from 12.2% for the three months ended March 31, 2021 to 11.0% for the
three months ended March 31, 2022.

Liquidity and Capital Resources



                                                                          Three months ended March 31,
                                                                            2022                  2021
                                                                              (dollars in millions)
Opening cash, cash equivalents and restricted cash                    $        143.8          $    225.5
Net cash (used for)/provided by operating activities                           (26.9)               15.2
Net cash used for investing activities                                          (4.7)              (26.0)
Net cash provided by/(used for) financing activities                             3.6               (29.0)
Effect of exchange rate changes                                                 (0.8)               (1.0)
Closing cash, cash equivalents and restricted cash                    $     

115.0 $ 184.7




As of March 31, 2022 and 2021, we had $269.2 million and $375.8 million,
respectively, in cash, cash equivalents and short-term investments, of which
$232.6 million, and $337.5 million, respectively, is located in foreign
jurisdictions that upon distribution may be subject to withholding and other
taxes. We periodically evaluate opportunities regarding distribution to fund our
operations in the United States and other geographies, and as and when we decide
to distribute, we may have to accrue additional taxes in accordance with local
tax laws, rules and regulations in the relevant foreign jurisdictions. The
distributions do not constitute a change in our permanent reinvestment
assertion. We base our decision to continue to indefinitely reinvest earnings in
relevant foreign jurisdictions on our estimate of the working capital required
to support our operations in foreign geographies and periodically review our
capital initiatives to support and expand our global operations, as well as
whether there
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exists an economically viable rate of return on our investments made in relevant foreign jurisdictions as compared to those made in the United States.

Operating Activities:



Net cash used for operating activities was $26.9 million for the three months
ended March 31, 2022 compared to net cash provided by operating activities of
$15.2 million for the three months ended March 31, 2021, reflecting higher
working capital needs, offset by higher cash earnings. The major drivers
contributing to the decrease of $42.1 million included the following:

•Changes in accounts receivable, including unbilled receivable and advance
billings, contributed to a lower cash flow of $12.0 million in the three months
ended March 31, 2022 compared to the three months ended March 31, 2021. The
decrease was a result of the higher accounts receivable resulting from revenue
growth. Lower cash flows were also affected by our accounts receivable days
sales outstanding, which increased to 64 days as of March 31, 2022 from 54 days
as of March 31, 2021.

•Decrease in accrued employee costs, offset by an increase in accrued expenses
and other liabilities contributed to a lower cash flow of $31.3 million in the
three months ended March 31, 2022 compared to the three months ended March 31,
2021. The decrease was primarily due to higher payment (net of accruals) of
annual performance incentives of $36.7 million, offset by higher employee costs
accruals of $2.6 million and higher accrued expenses due to an increase in our
cost base to support revenue growth of $2.8 million.

•Increase in net income of $4.3 million in the three months ended March 31, 2022
compared to the three months ended March 31, 2021, was primarily due to an
increase in income from operations of $2.4 million driven by higher revenues,
higher other income, net of $2.4 million and lower interest expense of $1.6
million, partially offset by higher income tax expense of $2.2 million.

•Other drivers decreasing cash flows in the three months ended March 31, 2022
compared to the three months ended March 31, 2021 included: income tax payments,
net of refunds, of $3.0 million, primarily due to higher advance income tax
payments on higher net income.

Investing Activities: Cash flows used for investing activities were $4.7 million
for the three months ended March 31, 2022 as compared to cash flows used for
investing activities of $26.0 million for the three months ended March 31, 2021.
The decrease of $21.3 million was primarily due to higher net redemption of
investments of $12.7 million during the three months ended March 31, 2022 as
compared to net purchase of investments of $13.5 million during the three months
ended March 31, 2021. This was partially offset by higher capital expenditures
for purchase of long-lived assets, including investments in infrastructure,
technology assets, software and product developments of $3.5 million during the
three months ended March 31, 2022 compared to the three months ended March 31,
2021, and payment of a portion of purchase consideration for our acquisition of
Clairvoyant in December 2021 of $1.4 million, during the three months ended
March 31, 2022.

Financing Activities: Cash flows provided by financing activities were $3.6
million during the three months ended March 31, 2022 as compared to cash flows
used for financing activities of $29.0 million during the three months ended
March 31, 2021. The increase of $32.6 million was primarily due to net proceeds
of $35.0 million under our revolving Credit Facility during the three months
ended March 31, 2022. This was partially offset by higher purchases of treasury
stock by $2.4 million under our share repurchase program during the three months
ended March 31, 2022 as compared to the three months ended March 31, 2021.

We expect to use cash from operating activities to maintain and expand our
business by making investments, primarily related to new facilities and capital
expenditures associated with leasehold improvements to build our facilities,
digital capabilities and purchase telecommunications equipment and computer
hardware and software in connection with managing client operations.

We incurred $16.1 million of capital expenditures in the three months ended March 31, 2022. We expect to incur total capital expenditures of between $40.0 million to $45.0 million in 2022, primarily to meet our growth requirements, including additions to our facilities as well as investments in technology applications, product development, digital technology, advanced automation, robotics and infrastructure.


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In connection with any tax assessment orders that have been issued or may be
issued against us or our subsidiaries, we may be required to deposit additional
amounts with respect to such assessment orders (see Note 23 - Commitments and
Contingencies to our unaudited consolidated financial statements herein for
further details). We anticipate that we will continue to rely upon cash from
operating activities to finance our working capital needs, capital expenditures
and smaller acquisitions. If we have significant growth through acquisitions, we
may need to obtain additional financing.

We believe that our existing cash, cash equivalents and short-term investments
and sources of liquidity will be sufficient to satisfy our cash requirements
over the next 12 months. Our future cash requirements will depend on many
factors, including our rate of revenue growth, our investments in strategic
initiatives, applications or technologies, operation centers and acquisition of
complementary businesses, continued purchases under our board-authorized stock
repurchase program, which may require the use of significant cash resources
and/or additional financing. Although we anticipate that we will continue to
rely upon cash from operating activities to finance most of our above mentioned
requirements, if we have significant growth through acquisitions, we may need to
obtain additional financing.

In the normal course of business, we enter into contracts and commitments that
obligate us to make payments in the future. These obligations include
borrowings, including interest obligations, purchase commitments, operating and
finance lease commitments, employee benefit payments under Gratuity plans and
uncertain tax positions. See Note 17 - Borrowings, Note 20 - Leases, and Note 23
- Commitments and Contingencies to our unaudited consolidated financial
statements herein for further information on material cash requirements from
known contractual and other obligations.

In the ordinary course of business, we provide standby letters of credit to
third parties primarily for facility leases. As of March 31, 2022 and
December 31, 2021, we had outstanding letters of credit of $0.5 million, each,
that were not recognized in our consolidated balance sheets. These are not
reasonably likely to have a current or future material effect on our financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources. We had no other off-balance sheet
arrangements or obligations.

The Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") allows
employers to defer the payment of the employer share of Federal Insurance
Contributions Act ("FICA") taxes for the period from April 1, 2020 and ending
December 31, 2020. The deferred amount is payable as follows: (1) 50% of the
deferred amount was paid on or before December 31, 2021 and (2) the remaining
50% of the deferred amount will be paid on or before December 31, 2022. Our
deferred contributions, net of payments to FICA was $3.1 million as of March 31,
2022 and December 31, 2021, each, which will be paid on or before December 31,
2022.

Financing Arrangements (Debt Facility)



The following tables summarizes our debt facility balances as of March 31, 2022
and December 31, 2021.

                                                 As of March 31, 2022                                 As of December 31, 2021
                                                 (dollars in millions)                                 (dollars in millions)
                                         Revolving Credit                Total                 Revolving Credit                  Total
                                             facility                                              facility

Current portion of long-term
borrowings                           $                    35.0       $     35.0          $                       260.0       $    260.0

Long-term borrowings                 $                   260.0       $    260.0          $                           -       $        -
Total borrowings                     $                   295.0       $    295.0          $                       260.0       $    260.0


Unamortized debt issuance costs for our revolving Credit Facility of $0.2
million as of March 31, 2022 and December 31, 2021, each, are presented under
"Other current assets" and "Other assets," as applicable in our consolidated
balance sheets.


See Note 17 - Borrowings to our unaudited consolidated financial statements herein for further details on our debt facilities, including our amended and restated credit facility entered into subsequent to March 31, 2022.

Recent Accounting Pronouncements

For a description of recent accounting pronouncements, see Note 2-"Recent Accounting Pronouncements" to our unaudited consolidated financial statements contained herein.


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