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Table of Contents As filed with the Securities and Exchange Commission on April 15, 2005 Registration No. 333-121001 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT No. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ExlService Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 541990 82-0572194 (State or other jurisdiction of (Primary Standard Industrial (IRS Employer Identification No.) incorporation or organization) Classification Code Number) 350 Park Avenue New York, New York 10022 (212) 277-7100 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices) Vikram Talwar Chief Executive Officer ExlService Holdings, Inc. 350 Park Avenue New York, New York 10022 (212) 277-7100 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: John C. Kennedy, Esq. Amit Shashank, Esq. Janet L. Fisher, Esq. Kenneth M. Schneider, Esq. General Counsel and Vice President Cleary Gottlieb Steen & Hamilton LLP Paul, Weiss, Rifkind, Wharton & Garrison LLP ExlService Holdings, Inc. One Liberty Plaza 1285 Avenue of the Americas 350 Park Avenue New York, New York 10006 New York, New York 10019-6064 New York, New York 10022 (212) 225-2000 (212) 373-3000 (212) 277-7100 Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐ If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐ If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐ If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ☐ CALCULATION OF REGISTRATION FEE Title of each class Proposed maximum Amount of of securities to be registered aggregate offering price (1) (2) registration fee (3) Common Stock, par value $0.001 $75,000,000 $9,503 (1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) of the Securities Act of 1933. (2) Including additional shares of common stock which may be purchased by the underwriters at their option. (3) Previously paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion. Dated April 15, 2005. Shares ExlService Holdings, Inc. Common Stock This is an initial public offering of shares of common stock of ExlService Holdings, Inc., all of which are being offered by us. Prior to this offering, there has been no public market for the common stock. We currently estimate that the initial public offering price per share will be between $ and $ per share. We have applied to have our common stock quoted on the Nasdaq National Market under the symbol “EXLS.” Investing in our common stock involves risks. See “ Risk Factors” beginning on page 10 to read about factors you should consider before buying shares of our common stock. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Per Share Total Initial public offering price $ $ Underwriting discount and commission $ $ Proceeds, before expenses $ $ To the extent that the underwriters sell more than shares of our common stock, they have the option to purchase up to an additional shares from us at the public offering price less the underwriting discount. Up to 5% of the shares offered hereby have been reserved for sale at the initial public offering price to specified persons under our directed share program. The underwriters expect to deliver the shares to purchasers against payment in New York, New York on , 2005. Citigroup Goldman, Sachs & Co. Merrill Lynch & Co. Thomas Weisel Partners LLC Prospectus dated , 2005. Table of Contents You should rely only on the information contained in this prospectus. Neither we nor the underwriters have authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. Neither we nor the underwriters are making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus or such other date stated in this prospectus. TABLE OF CONTENTS Page Industry and Market Data i Prospectus Summary 1 Risk Factors 10 Forward-looking Statements 22 Use of Proceeds 23 Dividend Policy 23 Capitalization 24 Dilution 25 Selected Consolidated Financial and Other Data 26 Management’s Discussion and Analysis of Financial Condition and Results of Operations 29 Business 44 Management 60 Principal Stockholders 74 Certain Relationships and Related Transactions 76 Description of Capital Stock 82 Shares Available For Future Sale 85 Material U.S. Federal Tax Considerations for Non-U.S. Holders 87 Underwriting 90 Legal Matters 93 Experts 93 Enforceability of Judgments 93 Where You Can Find More Information 94 Index to Financial Statements F-1 Until , 2005 (25 days after the date of this prospectus), all dealers that buy, sell or trade our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. INDUSTRY AND MARKET DATA Industry and market data used throughout this prospectus were obtained through company research, surveys and studies conducted by third parties, and industry and general publications. The information contained in the June 2003 Gartner Inc. Dataquest Report on BPO entitled “India Will Generate $13.8 Billion From Offshore BPO Exports in 2007” (the “Gartner Report”) represents Gartner’s estimates. i Table of Contents PROSPECTUS SUMMARY This summary highlights all material information about us and this offering, but does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, including “Risk Factors” and our consolidated financial statements and related notes. This prospectus includes forward-looking statements that involve risks and uncertainties. See “Forward-looking Statements.” The Company Our Business We are a leading provider of offshore business process outsourcing services based on revenues, primarily serving the needs of Global 1000 companies in the banking, financial services and insurance segment. Business process outsourcing involves the transfer of select business operations of a client such as claims processing, finance and accounting and customer service to a third party, which administers and manages the select operations for the client. We generated revenues of $60.5 million in 2004 compared to $27.8 million in 2003, representing an increase of 117.6%. We were first profitable in the three months ended September 30, 2003. We combine in-depth knowledge of the banking, financial services and insurance segment with proven expertise in transferring business operations to our centers in India and administering and managing them for our U.S. and U.K.-based clients. We have successfully transferred more than 140 processes covering a broad array of products and services from 11 clients to our operations centers. Of these, all but a few were processes for eight clients in the banking, financial services and insurance industry and the remainder were specialized customer support processes for three clients in other industries. In the insurance industry, our service offerings include insurance claims processing, opening, issuing and servicing policies, agency management and premium administration for life, property and casualty insurers. In the banking and financial services industry, our service offerings include collections, cash management, loan servicing and customer support for mortgage banks, retail banks and consumer finance companies. We also offer specialized advisory services, including identifying opportunities for business process outsourcing, as well as advice on improving the efficiency of client’s business operations and assistance to clients with their legal and compliance requirements such as those under the Sarbanes-Oxley Act of 2002 and technical support. Our largest clients in 2004 were Norwich Union (an Aviva company) and Dell (including Dell Financial Services).

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