ExlService Holdings, Inc. 10-K

ITEM 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), to allow timely decisions regarding required disclosure. In connection with the preparation of this Annual Report on Form 10-K, the Company’s management carried out an evaluation, under the supervision and with the participation of the CEO and CFO, of the effectiveness and operation of the Company’s disclosure controls and procedures as of December 31, 2021. Based upon that evaluation, the CEO and CFO have concluded that the Company’s disclosure controls and procedures, as of December 31, 2021, were effective. Management’s Responsibility for Financial Statements Responsibility for the objectivity, integrity and presentation of the accompanying financial statements and other financial information presented in this report rests with our management. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”). The financial statements include amounts that are based on estimates and judgments which management believes are reasonable under the circumstances. Deloitte & Touche LLP, an independent registered public accounting firm, is retained to audit the Company’s consolidated financial statements and the effectiveness of our internal control over financial reporting. Its accompanying reports are based on audits conducted in accordance with the standards of the Public Company Accounting Oversight Board. The Audit Committee of the board of directors is composed solely of independent directors and is responsible for recommending to the Board of Directors the independent public accounting firm to be retained for the coming year. The Audit Committee meets regularly and privately with the independent public accountants, with the Company’s internal auditors and with management to review accounting, auditing, internal control and financial reporting matters. Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act. Those rules define internal control over financial reporting as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the U.S. The Company’s internal control over financial reporting includes those policies and procedures that: • pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets; • provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the U.S.; • provide reasonable assurance that receipts and expenditures are being made only in accordance with the authorization of our management and our board of directors; and • provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements. 59 Table of Contents Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management, under the supervision and with the participation of the CEO and CFO, assessed the effectiveness of our internal control over financial reporting as of December 31, 2021. In making this assessment, management used the criteria described in “ Internal Control—Integrated Framework ” issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework). Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of its internal control over financial reporting. Management reviewed the results of its assessment with the Audit Committee of the board of directors. Based on this assessment and those criteria, management concluded that we maintained effective internal control over financial reporting as of December 31, 2021. See Deloitte & Touche LLP’s accompanying report on their audit of our internal controls over financial reporting. We acquired Clairvoyant AI Inc. (“Clairvoyant”) on December 16, 2021, as discussed in Note 9 to our consolidated financial statements. As permitted by the SEC staff’s Frequently Asked Question 3 on Management’s Report on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports (revised September 24, 2007), our management excluded Clairvoyant from its assessment of internal control over financial reporting, which was acquired on December 16, 2021, and whose financial statements constitute 7.4% of total assets and 0.1% of revenues of the consolidated financial statement amounts as of and for the year ended December 31, 2021. We will include Clairvoyant in our assessment of the effectiveness of internal control over financial reporting starting fiscal 2022. Changes in Internal Control over Financial Reporting During the three months ended December 31, 2021, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. Other Information None. ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. None. PART III. ITEM 10. Directors, Executive Officers and Corporate Governance Code of Ethics. We have adopted a code of conduct and ethics that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. Our code of conduct and ethics can be found posted in the investor relations section on our website at http://ir.exlservice.com/corporate-governance. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of our code of conduct and ethics by posting such information on our website at the address and the location specified above. The additional information required by this Item 10 will be set forth in the definitive proxy statement for our 2022 Annual Meeting of Stockholders (the “Proxy Statement”), including under the headings “Our Board of Directors,” “Our Executive Officers” and “Corporate Governance — Committees — Audit Committee,” “— Committees — Nominating and Governance Committee” and, to the extent included, “— Delinquent Section 16(a) Reports,” and is incorporated herein by reference. We intend to file the Proxy Statement with the SEC within 120 days after the fiscal year end of December 31, 2021. ITEM 11. Executive Compensation We incorporate by reference the information responsive to this Item appearing in our Proxy Statement, including under the headings “Executive Compensation — Compensation Discussion and Analysis,” “— Compensation Committee Report,” “— Summary Compensation Table for Fiscal Year 2021,” “— Grants of Plan-Based Awards Table for Fiscal Year 2021,” “Outstanding Equity Awards at Fiscal 2021 Year-End,” “Option Exercises and Stock Vested During Fiscal Year 2021,” “— Pension Benefits for Fiscal Year 2021,” “— Potential Payments upon Termination or Change in Control at Fiscal 2021 Year- 60 Table of Contents End,” “— Director Compensation for Fiscal Year 2021,” “— Risk and Compensation Policies” and “Corporate Governance —Compensation Committee Interlocks and Insider Participation.” ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters We incorporate by reference the information responsive to this Item appearing in our Proxy Statement, including under the heading “Principal Stockholders.” ITEM 13. Certain Relationships and Related Transactions, and Director Independence We incorporate by reference the information responsive to this Item appearing in our Proxy Statement, including under the headings “Certain Relationships and Related Person Transactions” and “Corporate Governance — Director Independence.” ITEM 14. Principal Accountant Fees and Services We incorporate by reference the information responsive to this Item appearing in our Proxy Statement, including under the heading “Ratification of the Appointment of Independent Registered Public Accounting Firm — Audit and Non-Audit Fees.” 61 Table of Contents PART IV. ITEM 15. Exhibits and Financial Statement Schedules (a) 1. Consolidated Financial Statements. The consolidated financial statements required to be filed in the Annual Report on Form 10-K are listed on page F-1 hereof. The required financial statements appear on pages F-5 through F-60 hereof. 2. Financial Statement Schedules. Financial statement schedules have been omitted since they are either not required, not material or the information is otherwise included in our consolidated financial statements or the notes to our consolidated financial statements. 3. Exhibits. The Exhibits filed as part of this Annual Report on Form 10-K are listed on the Exhibit Index immediately preceding such Exhibits, which Exhibit Index is incorporated in this Annual Report on Form 10-K by reference. (b) Exhibits. See Item 15(a)(3) above. (c) Financial Statement Schedules. See Item 15(a)(2) above. ITEM 16. Form 10-K Summary Not applicable. 62 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned hereunto duly authorized. Date: February 24, 2022 EXLSERVICE HOLDINGS, INC. By: /S/ MAURIZIO NICOLELLI MAURIZIO NICOLELLI Chief Financial Officer (Duly Authorized Signatory, Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date / S / R OHIT K APOOR Chief Executive Officer, Vice-Chairman and Director (Principal Executive Officer) February 24, 2022 Rohit Kapoor / S / M AURIZIO N ICOLELLI Chief Financial Officer (Principal Financial and Accounting Officer) February 24, 2022 Maurizio Nicolelli / S / V IKRAM S. P ANDIT Chairman of the Board February 24, 2022 Vikram S. Pandit / S / G AREN K. S TAGLIN Director February 24, 2022 Garen K. Staglin / S / A NNE E. M INTO Director February 24, 2022 Anne E. Minto / S / S OM M ITTAL Director February 24, 2022 Som Mittal / S / C LYDE W. O STLER Director February 24, 2022 Clyde W. Ostler / S / K RISTY P IPES Director February 24, 2022 Kristy Pipes /S/ N ITIN S AHNEY Director February 24, 2022 Nitin Sahney / S / J AYNIE M. S TUDENMUND Director February 24, 2022 Jaynie M. Studenmund 63 Table of Contents INDEX TO EXHIBITS The following exhibits are being filed as part of this report or incorporated by reference as indicated therein: 3.1 Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File No. 1-33089) filed on October 25, 2006). 3.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Annex A to the Company’s Definitive Proxy Statement on Schedule 14A (File No. 1-33089) filed on April 26, 2019). 3.3 Fifth Amended and Restated By-laws of the Company (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K (File No. 1-33089) filed on June 19, 2019). 4.1 Registration Rights Agreement (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No. 1-33089) filed on October 25, 2006). 4.2 Indenture, dated as of October 4, 2018, by and between the Company and Citibank, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 1-33089) filed on October 4, 2018). 4.3 Description of Common Stock (incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K (File No. 1-33089) filed on February 27, 2020). 10.1+ Second Amended and Restated Employment and Non-Competition Agreement, dated August 3, 2020, between the Company and Rohit Kapoor (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 1-33089) filed on October 29, 2020). 10.2+ Employment Agreement, effective as of February 3, 2020, between ExlService Holdings, Inc. and Maurizio Nicolelli (incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K (File No. 1-33089) filed on February 25, 2021). 10.3+ Employment Agreement, dated as of September 15, 2014, between ExlService Holdings, Inc. and Nalin Kumar Miglani (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 1-33089) filed on April 29, 2016). 10.4+ Employment Agreement, dated April 28, 2001, between ExlService Holdings, Inc. and Vikas Bhalla (incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K (File No. 1-33089) filed on February 25, 2021). 10.5+ Employment Agreement, effective November 5, 2018, between ExlService Holdings, Inc. and Samuel Meckey (incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K (File No. 1-33089). 10.6+ ExlService Holdings, Inc. 2006 Omnibus Plan (incorporated by reference to Exhibit 10.20 of Amendment 3 to the Company’s Registration Statement on Form S-1 (Registration No. 333-121001) filed July 28, 2006). 10.7+ Form of Non-Qualified Stock Option Agreement under the 2006 Omnibus Award Plan (incorporated by reference to Exhibit 10.32 of Amendment 5 to the Company’s Registration Statement on Form S-1 (Registration No. 333-121001) filed October 4, 2006). 10.8+ ExlService Holdings, Inc. 2006 Omnibus India Subplan 2 (incorporated by reference to Exhibit 10.38 of Amendment 6 to the Company’s Registration Statement on Form S-1 (Registration No. 333-121001) filed October 17, 2006). 10.9+ Form of Non-Qualified Stock Option Agreement under the 2006 Omnibus India Subplan 2 (incorporated by reference to Exhibit 10.39 of Amendment 5 to the Company’s Registration Statement on Form S-1 (Registration No. 333-121001) filed October 4, 2006). 10.10+ Amendment to ExlService Holdings, Inc. 2006 Omnibus Award Plan (incorporated by reference to Exhibit 10.43 of Amendment 5 to the Company’s Registration Statement on Form S-1 (Registration No. 333-121001) filed October 4, 2006). 10.11+ Amendment No. 2 to ExlService Holdings, Inc. 2006 Omnibus Award Plan (incorporated by reference to Exhibit 10.46 of Amendment 6 to the Registration Statement on Form S-1 (Registration No. 333-121001) filed October 17, 2006). 10.12+ Amendment No. 3 to ExlService Holdings, Inc. 2006 Omnibus Award Plan (incorporated by reference to Exhibit 4.6 to the Company’s Registration Statement on Form S-8 (Registration No. 333-157076) filed February 2, 2009). 64 Table of Contents 10.13+ Form of Restricted Stock Unit Agreement (U.S.) under the 2006 Omnibus Award Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 1-33089) filed on May 1, 2014). 10.14+ ExlService Holdings, Inc. 2015 Amendment and Restatement of the 2006 Omnibus Award Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-33089) filed on June 25, 2015). 10.15+ Form of Restricted Stock Unit Agreement (U.S.) under the ExlService Holdings, Inc. 2015 Amendment and Restatement of the 2006 Omnibus Award Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 1-33089) filed on October 27, 2016). 10.16+ Form of Restricted Stock Unit Agreement (U.S.) under the ExlService Holdings, Inc. 2015 Amendment and Restatement of the 2006 Omnibus Award Plan “(incorporated by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K (File No. 1-33089) filed on March 15, 2017). 10.17+ ExlService Holdings, Inc. 2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-33089) filed on June 20, 2018). 10.18+ Form of Restricted Stock Unit Agreement (applicable to U.S. Executive Officers) under the 2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 1-33089) filed on April 29, 2021). 10.19+ Form of Restricted Stock Unit Agreement (applicable to International Executive Officers) under the 2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No. 1-33089) filed on April 29, 2021). 10.20+ Form of Restricted Stock Unit Agreement (Directors) under the 2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (File No. 1-33089) filed on April 29, 2021). 10.21 Credit Agreement, dated as of November 21, 2017, among ExlService Holdings, Inc., the other loan parties thereto, the lenders party thereto, and Citibank, N.A., as administrative agent, Citibank, N.A. and PNC Capital Markets LLC, as joint lead arrangers and joint bookrunners, and JPMorgan Chase Bank, N.A., as syndication agent (incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K (File No. 1-33089) filed on February 27, 2018). 10.22 First Amendment to Credit Agreement, dated as of July 2, 2018, by and among the Company and the other loan parties thereto, the lenders party thereto, and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K (File No. 1-33089) filed on February 28, 2019). 10.23 Second Amendment to Credit Agreement, dated as of October 1, 2018, by and among the Company and the other loan parties thereto, the lenders party thereto, and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 1-33089) filed on October 4, 2018). 10.24 Third Amendment to Credit Agreement, dated as of April 16, 2021, by and among the Company and the other loan parties thereto, the lenders party thereto, and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-33089) filed on April 19, 2021). 10.25 Payoff and Termination Agreement between ExlService Holdings, Inc. and Orogen Echo, LLC, dated August 27, 2021 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 1-33089) filed on August 27, 2021). 21.1 Subsidiaries of the Company . 23.1 Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm. 31.1 Certification of the Chief Executive Officer of ExlService Holdings, pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of the Chief Financial Officer of ExlService Holdings, pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 65 Table of Contents 101.INS Inline XBRL Instance Document* 101.SCH Inline XBRL Taxonomy Extension Schema* 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase* 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase* 101.LAB Inline XBRL Taxonomy Extension Label Linkbase* 101.PRE Inline XBRL Extension Presentation Linkbase* 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) *This exhibit will not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. Such exhibit will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates it by reference. +Indicates management contract or compensatory plan required to be filed as an Exhibit. 66 Table of Contents EXLSERVICE HOLDINGS, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 34 ) F- 2 Consolidated Balance Sheets as of December 31, 202 1 and 20 20 F- 5 Consolidated Statements of Income for the years ended December 31, 202 1 , 20 20 and 201 9 F- 7 Consolidated Statements of Comprehensive Income for the years ended December 31, 202 1 , 20 20 and 20 19 F- 8 Consolidated Statements of Equity for the years ended December 31, 202 1 , 20 20 and 20 19 F- 9 Consolidated Statements of Cash Flows for the years ended December 31, 202 1 , 20 20 and 201 9 F- 10 Notes to Consolidated Financial Statements F- 11 F-1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of ExlService Holdings, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of ExlService Holdings, Inc. (the "Company") as of December 31, 2021 and 2020, the related consolidated statements of income, comprehensive income, equity, and cash flows, for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 24, 2022, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Business Combination - Refer to Note 9 to the financial statements Critical Audit Matter Description On December 16, 2021, ExlService.com, LLC (the “Purchaser”), a wholly owned subsidiary of the Company, entered into a purchase agreement (the “Purchase Agreement”) with Clairvoyant AI Inc. (“Clairvoyant”) to purchase all of the issued and outstanding equity securities of Clairvoyant. The initial purchase consideration was $80,080, excluding cash and cash equivalents acquired, debt and other estimated post-closing adjustments. The Purchase Agreement allows sellers the ability to earn up to $20,000 in earn-out payments, based on the achievement of certain performance goals by Clairvoyant during the 2022 and 2023 calendar years. This contingent consideration has an estimated fair value of $9,000. The purchase consideration remains subject to certain post-closing adjustments, as required under the Purchase Agreement. The Company accounted for this business combination using the acquisition method of accounting. The aggregate purchase consideration for Clairvoyant was allocated to identifiable net tangible and intangible assets based upon their preliminary fair values. The guidance specifies criteria as to intangible assets acquired in a business combination that must be recognized and reported separately from goodwill. Contingent consideration is recognized at its fair value on the acquisition date. The liability resulting from contingent consideration is re-measured to fair value as of each reporting date until the F-2 Table of Contents contingency is resolved, whereby such changes in fair value are recognized in earnings. These fair value measurements represent Level 3 measurements as they are based on significant inputs not observable in the market. Under ASC 350, Intangibles - Goodwill and Other, all assets and liabilities of the acquired businesses, including goodwill, are assigned to reporting units. Acquisition related costs are expensed as incurred under general and administrative expenses. The determination of the fair value of the net assets of Clairvoyant, specifically the estimates of the fair value of the identifiable intangible assets and contingent consideration, requires judgment, and is subjective based on assumptions, the most significant being the related revenue projections within future cash flows, and the discount rate applied within the discounted cash flow model of Clairvoyant. We identified the valuation of the net assets of Clairvoyant, specifically the estimates of the fair value of the identifiable intangible assets and contingent consideration, as a critical audit matter because of the significant estimates and management assumptions utilized in projecting revenue within future cash flows, and selecting an appropriate discount rate. This required a high degree of auditor judgment and an increased audit effort, including the need to involve our fair value specialists when performing auditor procedures to evaluate the reasonableness of management’s valuation methodology and the selection of inputs to the valuation. ______________________________________________________________________________________________________ How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the fair value of the net assets of Clairvoyant, specifically the estimates of the fair value of the identifiable intangible assets and contingent consideration, including projections of revenue within future cash flows and the selection of the discount rate included the following, among others: • We evaluated the business rationale for the acquisition; • We tested the operating effectiveness of internal controls over the valuation of the net assets of Clairvoyant, including management’s internal controls over the selection and review of key assumptions used in projected financial information; • We assessed the reasonableness of management's revenue projections by comparing the projections to historical results and market data; and • With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodology and key valuation inputs utilized in the analysis including the selected discount rate by: • Developing a range of independent estimates of the discount rate and comparing those to the rates selected by management; • Testing the reasonableness of the valuation inputs against observable market data and generally accepted valuation methodologies; and • Testing the mathematical accuracy of the calculations. /s/ Deloitte & Touche LLP New York, New York February 24, 2022 We have served as the Company's auditor since 2018. F-3 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of ExlService Holdings, Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of ExlService Holdings, Inc. (the “Company”) as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2021, of the Company and our report dated February 24, 2022, expressed an unqualified opinion on those financial statements. As described in Management’s Annual Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Clairvoyant AI Inc., which was acquired on December 16, 2021, and whose financial statements constitute 7.4% of total assets and 0.1% of revenues of the consolidated financial statement amounts as of and for the year ended December 31, 2021. Accordingly, our audit did not include the internal control over financial reporting at Clairvoyant AI Inc. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP New York, New York February 24, 2022 F-4 Table of Contents EXLSERVICE HOLDINGS, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts) As of December 31, 2021 December 31, 2020 Assets Current assets: Cash and cash equivalents $ 135,337 $ 218,530 Short-term investments 178,538 184,286 Restricted cash 6,174 4,690 Accounts receivable, net 194,232 147,635 Prepaid expenses 14,655 11,344 Advance income tax, net 15,199 5,684 Other current assets 34,009 37,109 Total current assets 578,144 609,278 Property and equipment, net 86,008 92,875 Operating lease right-of-use assets 76,692 91,918 Restricted cash 2,299 2,299 Deferred tax assets, net 21,404 7,749 Intangible assets, net 81,082 59,594 Goodwill 403,902 349,088 Other assets 30,369 32,099 Investment in equity affiliate 3,004 2,957 Total assets $ 1,282,904 $ 1,247,857 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 6,873 $ 6,992 Current portion of long-term borrowings 260,016 25,000 Deferred revenue 20,000 32,649 Accrued employee costs 114,285 67,645 Accrued expenses and other current liabilities 75,124 66,410 Current portion of operating lease liabilities 18,487 18,894 Income taxes payable, net 901 3,488 Total current liabilities 495,686 221,078 Long-term borrowings, less current portion — 201,961 Operating lease liabilities, less current portion 68,506 84,874 Income taxes payable 1,790 1,790 Deferred tax liabilities, net 965 847 Other non-current liabilities 22,801 18,135 Total liabilities 589,748 528,685 Commitments and contingencies (Refer Note 25) Preferred stock, $ 0.001 par value; 15,000,000 shares authorized, none issued — — ExlService Holdings, Inc. Stockholders’ equity: Common stock, $ 0.001 par value; 100,000,000 shares authorized, 39,508,340 shares issued and 33,291,482 shares outstanding as of December 31, 2021 and 38,968,052 shares issued and 33,559,434 shares outstanding as of December 31, 2020 40 39 Additional paid-in capital 395,742 420,976 Retained earnings 756,137 641,379 Accumulated other comprehensive income/(loss) ( 89,474 ) ( 74,984 ) F-5 Table of Contents Total including shares held in treasury 1,062,445 987,410 Less: 6,216,858 shares as of December 31, 2021 and 5,408,618 shares as of December 31, 2020, held in treasury, at cost ( 369,289 ) ( 268,238 ) Stockholders' equity 693,156 719,172 Total equity 693,156 719,172 Total liabilities and stockholders’ equity $ 1,282,904 $ 1,247,857 See accompanying notes to consolidated financial statements. F-6 Table of Contents EXLSERVICE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF INCOME (In thousands, except share and per share amounts) Year ended December 31, 2021 2020 2019 Revenues, net $ 1,122,293 $ 958,434 $ 991,346 Cost of revenues (1) 690,934 623,936 655,490 Gross profit (1) 431,359 334,498 335,856 Operating expenses: General and administrative expenses 142,040 113,891 126,909 Selling and marketing expenses 84,306 60,123 71,842 Depreciation and amortization expense 49,132 50,462 51,981 Impairment and restructuring charges — — 8,671 Total operating expenses 275,478 224,476 259,403 Income from operations 155,881 110,022 76,453 Foreign exchange gain, net 4,313 4,432 3,752 Interest expense ( 7,561 ) ( 11,190 ) ( 13,612 ) Other income, net 6,773 12,065 16,507 Loss on settlement of convertible notes ( 12,845 ) — — Income before income tax expense and earnings from equity affiliates 146,561 115,329 83,100 Income tax expense 31,850 25,626 15,172 Income before earnings from equity affiliates 114,711 89,703 67,928 Gain/(loss) from equity-method investment 47 ( 227 ) ( 269 ) Net income attributable to ExlService Holdings, Inc. stockholders $ 114,758 $ 89,476 $ 67,659 Earnings per share attributable to ExlService Holdings, Inc. stockholders: Basic $ 3.42 $ 2.61 $ 1.97 Diluted $ 3.35 $ 2.59 $ 1.95 Weighted-average number of shares used in computing earnings per share attributable to ExlService Holdings Inc. stockholders: Basic 33,549,275 34,273,388 34,350,150 Diluted 34,244,478 34,555,164 34,732,683 (1) Exclusive of depreciation and amortization expense. See accompanying notes to consolidated financial statements. F-7 Table of Contents EXLSERVICE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) Year ended December 31, 2021 2020 2019 Net income $ 114,758 $ 89,476 $ 67,659 Other comprehensive income/(loss): Unrealized gain on cash flow hedges 4,663 12,665 8,773 Loss on net investment hedges ( 1,134 ) — — Foreign currency translation loss ( 11,134 ) ( 540 ) ( 2,842 ) Retirement benefits ( 558 ) ( 2,401 ) ( 2,539 ) Reclassification adjustments: Gain on cash flow hedges (1) ( 9,264 ) ( 801 ) ( 3,951 ) Retirement benefits (2) 709 394 ( 159 ) Income tax effects relating to above (3) 2,228 591 ( 707 ) Total other comprehensive income/(loss) $ ( 14,490 ) $ 9,908 $ ( 1,425 ) Total comprehensive income $ 100,268 $ 99,384 $ 66,234 (1) These are reclassified to net income and are included in cost of revenues and operating expenses, as applicable in the consolidated statements of income. Refer to Note 16 - Derivatives and Hedge Accounting to the consolidated financial statements. (2) These are reclassified to net income and are included in other income, net in the consolidated statements of income. Refer to Note 19 - Employee Benefit Plans to the consolidated financial statements. (3) These are income tax effects recognized on cash flow hedges, retirement benefits and foreign currency translation gains/(losses). Refer to Note 21 - Income Taxes to the consolidated financial statements. See accompanying notes to consolidated financial statements. F-8 Table of Contents EXLSERVICE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF EQUITY (In thousands, except share and per share amounts) Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income/(Loss) Treasury Stock Non - Controlling Interest Total Equity Shares Amount Shares Amount Balance as of January 1, 2019 37,850,544 $ 38 $ 364,179 $ 484,244 $ ( 83,467 ) ( 3,628,068 ) $ ( 146,925 ) $ 250 $ 618,319 Stock issued against stock-based compensation plans 630,110 1 986 — — — — — 987 Stock-based compensation — — 26,070 — — — — — 26,070 Acquisition of treasury stock — — — — — ( 667,345 ) ( 41,364 ) — ( 41,364 ) Allocation of equity component related to issuance costs on convertible notes — — ( 13 ) — — — — — ( 13 ) Purchase of non-controlling interest — — 18 — — — — ( 250 ) ( 232 ) Other comprehensive loss — — — — ( 1,425 ) — — — ( 1,425 ) Net income — — — 67,659 — — — — 67,659 Balance as of December 31, 2019 38,480,654 $ 39 $ 391,240 $ 551,903 $ ( 84,892 ) ( 4,295,413 ) $ ( 188,289 ) $ — $ 670,001 Stock issued against stock-based compensation plans 487,398 — 1,501 — — — — — 1,501 Stock-based compensation — — 28,235 — — — — — 28,235 Acquisition of treasury stock — — — — — ( 1,113,205 ) ( 79,949 ) — ( 79,949 ) Other comprehensive income — — — — 9,908 — — — 9,908 Net income — — — 89,476 — — — — 89,476 Balance as of December 31, 2020 38,968,052 $ 39 $ 420,976 $ 641,379 $ ( 74,984 ) ( 5,408,618 ) $ ( 268,238 ) $ — $ 719,172 Stock issued against stock-based compensation plans 540,288 1 709 — — — — — 710 Stock-based compensation — — 38,621 — — — — — 38,621 Acquisition of treasury stock — — — — — ( 1,118,634 ) ( 118,357 ) — ( 118,357 ) Issuance of treasury stock — — 19,436 — — 310,394 17,306 — 36,742 Settlement of convertible notes — — ( 84,000 ) — — — — — ( 84,000 ) Other comprehensive loss — — — — ( 14,490 ) — — — ( 14,490 ) Net income — — — 114,758 — — — — 114,758 Balance as of December 31, 2021 39,508,340 $ 40 $ 395,742 $ 756,137 $ ( 89,474 ) ( 6,216,858 ) $ ( 369,289 ) $ — $ 693,156 See accompanying notes to consolidated financial statements. F-9 Table of Contents EXLSERVICE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year ended December 31, 2021 2020 2019 Cash flows from operating activities: Net income $ 114,758 $ 89,476 $ 67,659 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization expense 49,656 50,513 52,193 Stock-based compensation expense 38,621 28,235 26,070 Amortization of operating lease right-of-use assets 26,326 27,146 27,335 Unrealized loss/(gain) on short term investments 5,139 ( 7,174 ) ( 10,116 ) Unrealized foreign currency exchange (gain)/loss, net ( 3,821 ) 402 ( 206 ) Deferred income tax (benefit)/expense ( 20,327 ) 2,697 ( 12,345 ) Reversal/(allowance) for expected credit losses ( 464 ) 297 614 Loss on settlement of convertible notes 12,845 — — (Gain)/loss from equity-method investment ( 47 ) 227 269 Amortization of non-cash interest expense related to convertible senior notes 1,795 2,616 2,472 Impairment charges — — 3,627 Others, net 216 ( 542 ) ( 1,204 ) Change in operating assets and liabilities, net of effects of acquisitions: Accounts receivable ( 37,684 ) 24,696 ( 7,093 ) Prepaid expenses and other current assets ( 1,179 ) ( 5,133 ) 1,385 Advance income tax, net ( 12,062 ) 696 7,194 Other assets 227 6,505 ( 2,204 ) Accounts payable ( 614 ) 243 134 Deferred revenue ( 12,733 ) 18,222 6,679 Accrued employee costs 46,475 335 16,915 Accrued expenses and other liabilities 2,934 ( 9,895 ) 13,856 Operating lease liabilities ( 25,674 ) ( 26,589 ) ( 24,813 ) Net cash provided by operating activities 184,387 202,973 168,421 Cash flows from investing activities: Purchase of property and equipment ( 37,248 ) ( 42,224 ) ( 40,545 ) Proceeds from sale of property and equipment 1,300 916 407 Business acquisition (net of cash and cash equivalents acquired) ( 76,831 ) — — Purchases of investments ( 96,011 ) ( 102,462 ) ( 187,974 ) Proceeds from redemptions of investments 94,520 126,154 176,968 Investment in equity affiliate — ( 700 ) — Purchase of non-controlling interest — — ( 241 ) Net cash used for investing activities ( 114,270 ) ( 18,316 ) ( 51,385 ) Cash flows from financing activities: Principal payments of finance lease liabilities ( 201 ) ( 249 ) ( 336 ) Proceeds from borrowings 300,000 110,000 46,000 Repayments of borrowings ( 329,031 ) ( 120,867 ) ( 98,247 ) Payment of debt issuance costs — — ( 117 ) Acquisition of treasury stock ( 118,357 ) ( 79,949 ) ( 41,364 ) Proceeds from exercise of stock options 710 1,501 986 Net cash used for financing activities ( 146,879 ) ( 89,564 ) ( 93,078 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 4,947 ) 3,382 ( 1,045 ) Net (decrease)/increase in cash, cash equivalents and restricted cash ( 81,709 ) 98,475 22,913 Cash, cash equivalents and restricted cash at the beginning of the year 225,519 127,044 104,131 Cash, cash equivalents and restricted cash at the end of the year $ 143,810 $ 225,519 $ 127,044 Supplemental disclosure of cash flow information: Cash paid during the year for: Interest $ 6,589 $ 7,626 $ 10,649 Income taxes, net of refunds $ 49,825 $ 20,571 $ 19,087 Supplemental disclosure of non-cash investing and financing activities: Settlement of portion of convertible notes through issuance of treasury stock $ 36,742 $ — $ — Assets acquired under finance lease $ 71 $ 45 $ 506 See accompanying notes to consolidated financial statements. F-10 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2021 (In thousands, except share and per share amounts) 1. Organization ExlService Holdings, Inc. (“ExlService Holdings”) is organized as a corporation under the laws of the state of Delaware. ExlService Holdings, together with its subsidiaries and affiliates (collectively, the “Company”), is 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, artificial intelligence and machine learnings, the Company creates agile, scalable solutions and executes complex operations for the world’s leading corporations in industries including insurance, healthcare, banking and financial services, media, and retail, among others. The Company’s clients are located principally in the United States of America (“U.S.”) and the United Kingdom (“U.K.”). 2. Summary of Significant Accounting Policies (a) Basis of Preparation and Principles of Consolidation The consolidated financial statements have been prepared in conformity with United States generally accepted accounting principles (“U.S. GAAP”). The accompanying financial statements have been prepared on a consolidated basis and reflect the financial statements of ExlService Holdings Inc. and all of its subsidiaries and includes the Company's share in the results of its associates. The standalone financial statements of subsidiaries are fully consolidated on a line-by-line basis. Intra-group balances and transactions, and gains and losses arising from intra-group transactions, are eliminated while preparing consolidated financial statements. Accounting policies of the respective individual subsidiary and associate are aligned wherever necessary, so as to ensure consistency with the accounting policies that are adopted by the Company under U.S. GAAP. The Company’s investments in equity affiliates are initially recorded at cost and any excess purchase consideration paid over proportionate share of the fair value of the net assets of the investee at the acquisition date is recognized as goodwill. The proportionate share of net income or loss of the investee after its acquisition is recognized in the consolidated statements of income. Effective January 1, 2020, the Company made certain operational and structural changes to more closely integrate the Company’s businesses and to simplify its organizational structure. Under the new structure, the Company reports its financial performance based on new segments described in Note 3 - Segment and Geographical Information to the consolidated financial statements. In conjunction with the new reporting structure, the Company has recast certain prior period amounts, wherever applicable, to conform to the way the Company internally manages and monitors segment performance. This change primarily impacted Note 3 - Segment and Geographical Information and Note 9 - Business Combinations, Goodwill and Intangible Assets to the consolidated financial statements, with no impact on the consolidated balance sheets, statements of income, comprehensive income, equity and cash flows. (b) Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the consolidated statements of income during the reporting period. Although these estimates are based on management’s best assessment of the current business environment, actual results may be different from those estimates. The significant estimates and assumptions that affect the consolidated financial statements include, but are not limited to, estimates of the fair value of the identifiable intangible assets and contingent F-11 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) consideration, purchase price allocation, allowance for expected credit losses, the nature and timing of the satisfaction of performance obligations, the standalone selling price of performance obligations, and variable consideration in a customer contract, expected recoverability from customers with contingent fee arrangements, estimated costs to complete fixed price contracts, recoverability of dues from statutory authorities, assets and obligations related to employee benefit plans, deferred tax valuation allowances, income-tax uncertainties and other contingencies, valuation of derivative financial instruments, assumptions used to calculate stock-based compensation expense, assumptions used to determine the incremental borrowing rate to calculate lease liabilities and right-of-use (“ROU”) assets, lease term to calculate amortization of ROU, depreciation and amortization periods, revenue projections and discount rate applied within the discounted cash flow model for business acquisitions, and recoverability of long-lived assets, goodwill and intangibles. As of December 31, 2021, the extent to which the global Coronavirus Disease 2019 pandemic (“COVID-19”) will ultimately impact the Company's business depends on numerous dynamic factors, which the Company still cannot reliably predict. As a result, many of the Company's estimates and assumptions herein required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve with respect to COVID-19, the Company’s estimates may materially change in future periods. Any changes in estimates are adjusted prospectively in the Company’s consolidated financial statements. (c) Foreign Currency Translation The functional currency of each entity in the Company is its respective local country currency which is also the currency of the primary economic environment in which it operates except for the entities in Mauritius which use the U.S. dollar as its functional currency. Transactions in foreign currencies are initially recorded into functional currency at the rates of exchange prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are remeasured into functional currency at the rates of exchange prevailing at the balance sheet date. Non-monetary assets and liabilities are remeasured to the functional currency at exchange rates that prevailed on the date of inception of the transaction. All foreign exchange gains and losses arising on re-measurement are recorded in the Company's consolidated statements of income. The assets and liabilities of the subsidiaries for which the functional currency is other than the U.S. dollar are translated into U.S. dollars, the reporting currency, at the rate of exchange prevailing on the balance sheet date. Revenues and expenses are translated into U.S. dollars at the exchange rates prevailing on the last business day of each month, which approximates the average monthly exchange rate. Share capital and other equity items are translated at exchange rates that prevailed on the date of inception of the transaction. Resulting translation adjustments are included in “Accumulated other comprehensive income/(loss)” in the consolidated balance sheets. (d) Revenue Recognition Revenue is recognized when services are provided to the Company's customers, in an amount that reflects the consideration which the Company expect to be entitled to in exchange for the services provided. Revenue is measured based on consideration specified in a contract with a customer and excludes discounts and amounts collected on behalf of third parties. The Company recognizes revenue when it satisfies a performance obligation by providing services to a customer. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Nature of Services The Company derives its revenues from digital operations and solutions and analytics services. The Company provides digital operations and solutions and analytics services helping businesses enhance revenue growth and improve profitability. Type of Contracts i. a) Revenues under time-and-material, transaction and outcome-based contracts are recognized as the services are performed. When the terms of the client contract specify service level parameters that must be met (such as turnaround time or accuracy), the Company monitors such service level parameters to determine if any service credits F-12 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) or penalties have been incurred. Revenues are recognized net of any penalties or service credits that are due to a client. b) Revenues from arrangements involving subcontracting, either in part or whole of the assigned work, are recognized after the Company’s assessment of “Principal versus agent considerations.” The Company evaluates whether it is in control of the services before the same are transferred to the customer to assess whether it is principal or agent in the arrangement. Revenues are recognized on a gross basis if the Company is in the capacity of principal and on a net basis if it falls in the capacity of an agent. ii. Revenues for the Company’s fixed-price contracts are recognized using costs incurred to date relative to total estimated costs at completion to measure progress toward satisfying our performance obligations. Incurred cost represents work performed, which corresponds with, and thereby best depicts, the transfer of control to the client. The use of this method requires significant judgment to estimate the cost required to complete the contracted scope of work, including assumptions and estimates relative to the length of time to complete the project and the nature and complexity of the work to be performed and resources engaged. The Company regularly monitors these estimates throughout the execution of the project and records changes in the period in which a change in an estimate is determined. If a change in an estimate results in a projected loss on a project, such loss is recognized in the period in which it is first identified. iii. Revenue from the Company’s software and related services contracts, which are not significant, are primarily related to annual maintenance renewals or incremental license fees for additional users. Maintenance revenues are generally recognized on a straight-line basis over the annual contract term. Fees for incremental license without any associated services are recognized upon delivery of the related incremental license. To a lesser extent, certain contracts may include offerings such as sale of licenses, which may be perpetual or subscription-based. The Company recognizes revenue from distinct perpetual licenses upfront at a point in time when the software is made available to the client, whereas for a combined software license and services performance obligation, revenue is recognized over the period that the services are performed. Revenue from distinct subscription based licenses is recognized over the period of service performed. Revenue from any associated maintenance or ongoing support services is recognized over the term of the contract. iv. Revenues from reimbursement optimization services having contingent fee arrangements are recognized by the Company at the point in time when a performance obligation is satisfied, which is when it identifies an overpayment claim. In such contracts, the Company’s consideration is contingent upon the actual collections made by its customers and net of any subsequent retraction claims. Based on guidance on “variable consideration” in Topic 606, the Company uses its historical experience and projections to determine the expected recoveries from its customers and recognizes revenue based upon such expected recoveries. Any adjustment required due to change in estimates are recorded in the period in which such change is identified. Modification to Contracts The Company’s contracts may be modified to add, remove or change existing performance obligations. The accounting for modifications to contracts involves assessing whether the services added to an existing contract are distinct and whether the pricing is at a standalone selling price. Services added that are distinct and at standalone selling price are accounted on a prospective basis either as a separate contract, or as a termination of existing contract and creation of a new contract. Arrangements with Multiple Performance Obligations The Company’s contracts with customers do not generally bundle different services together except for software and related services contracts, which are not significant, involving implementation services and post contract maintenance services. In such software and related services contracts, revenue is allocated to each performance obligation based on the relative standalone selling price. Variable Consideration F-13 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) Variability in the transaction price arises primarily due to service level agreements and volume discounts. The Company considers its experience with similar transactions and expectations regarding the contract in estimating the amount of variable consideration that should be recognized during a period. The Company believes that the expected value method is most appropriate for determining the variable consideration since the Company has large number of contracts with similar nature of transactions/services. Allocation of Transaction Price to Performance Obligations The transaction price is allocated to performance obligations on a relative standalone selling price basis. Standalone selling prices are estimated by reference to the total transaction price less the sum of the observable standalone selling prices of other goods or services promised in the contract. In assessing whether to allocate variable consideration to a specific part of the contract, the Company considers the nature of the variable payment and whether it relates specifically to its efforts to satisfy a specific part of the contract. Unbilled Receivables Unbilled receivables represents revenues recognized for services rendered between the last billing date and the balance sheet date. Unbilled receivables also include revenues recognized from reimbursement optimization services where the Company identifies an overpayment claim. In such contracts, Company’s consideration is contingent upon and collectable only when the actual collections are made by its customers. Based on guidance on “variable consideration” in Topic 606, Company use its historical experience and projections to determine the expected recoveries from its customers and recognize revenue and receivables based upon such expected recoveries. Accordingly, the amounts for which services have been performed and for which invoices have not been issued to customers on the balance sheet date, (i.e. unbilled receivables) are presented under accounts receivable. Deferred Revenue and Contract Fulfillment Costs The Company has contract liabilities (deferred revenue) consisting of advance billings and billing in excess of revenues recognized. Deferred revenue also includes the amount for which services have been rendered but other conditions of revenue recognition are not met, for example where the Company does not have an enforceable contract. Further, the Company also defers revenues attributable to certain process transition activities, with respect to its customers where such activities do not represent separate performance obligations. Revenues related to such transition activities are classified under “Deferred revenue” and “Other non-current liabilities” in the Company’s consolidated balance sheets and are recognized ratably over the period during which the related services are performed. Costs related to such transition activities are contract fulfillment costs, and thereby classified under “Other current assets” and “Other assets” in the consolidated balance sheets, and are recognized over the expected duration of the relationship with customers, under “Cost of revenues” in the consolidated statements of income. Contract Acquisition Costs Direct and incremental costs incurred for acquiring contracts, such as sales commissions are contract acquisition costs and thereby classified under “Other current assets” and “Other assets” in the consolidated balance sheets. Such costs are amortized over the expected duration of the relationship with customers and recorded under Selling and marketing expenses in the consolidated statements of income. Upfront Payments Made to Customers Upfront payments, in nature of deal signing discount or deal signing bonuses made to customers are contract assets and classified under “Other current assets and Other assets” in the consolidated balance sheets. Such costs are amortized over the expected period of benefit and are recorded as an adjustment to transaction price and reduced from revenues. Out-of-Pocket Expenses F-14 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) Reimbursements of out-of-pocket expenses received from clients are included as part of revenues. Payment terms All contracts entered into by the Company specify the payment terms and are defined for each contract separately. Usual payment terms range between 30 - 60 days. The Company does not have any extended payment terms clauses in existing contracts. Remaining Performance Obligations The Company does not disclose the value of remaining performance obligations as a result of applying the practical expedient provided in Topic 606, for contracts that meet any of the following criteria: i. Contracts with an original expected length of one year or less as determined under ASC 606, ii. Contracts for which Company recognize revenue based on the right to invoice for service performed. (e) Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid investments purchased with an original maturity of ninety days or less to be cash equivalents. Pursuant to the Company’s investment policy, surplus funds are invested in highly-rated debt mutual funds, money market accounts and time deposits to reduce its exposure to market risk with regard to these funds. Restricted cash represents amounts on deposit with banks against bank guarantees issued through banks in favor of relevant statutory authorities for equipment imports, deposits for obtaining indirect tax registrations and for demands against pending income tax assessments (refer to Note 7 - Cash, Cash Equivalents and Restricted Cash to the consolidated financial statements for details). These deposits with banks have maturity dates after December 31, 2021. Restricted cash presented under current assets represents funds held on behalf of clients in dedicated bank accounts. The corresponding liability against the same is included under “Accrued Expenses and other current liabilities.” For purposes of the statements of cash flows, the Company includes in its cash and cash-equivalent balances those amounts that have been classified as restricted cash and restricted cash equivalents. (f) Investments The Company’s investments consist of time deposits with financial institutions which are valued at cost and approximate fair value. Interest earned on such investments is included in interest income. Investments with original maturities greater than ninety days but less than twelve months are classified as short-term investments. Investments with maturities greater than twelve months from the balance sheet date are classified as long-term investments. The Company's mutual fund investments are in debt funds invested in India and money market funds which invest in instruments of various maturities in the United States. These investments are accounted for in accordance with the fair value option under Financial Accounting Standard Board Accounting Standards Codification (“ASC”) Topic 825, Financial Instruments , (“Topic 825”). The fair value is represented by original cost on the acquisition date and the net asset value (“NAV”) as quoted, at each reporting period and any changes in fair value are included in other income, net. Gain or loss on the disposal of these investments is calculated using the weighted average cost of the investments sold or disposed and is included in other income. (g) Accounts Receivable and Allowance for Expected Credit Losses Accounts receivable are recorded net of allowances for expected credit losses. The Company evaluates the credit risk of its customers based on a combination of various financial and qualitative factors that may affect the ability of each customer to pay. The Company considered current and anticipated future economic conditions relating to the industries of the Company’s customers and the countries where it operates. In calculating expected credit loss, the Company also considered past payment trends, credit rating and other related credit information for its significant customers to estimate the probability of default in the F-15 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) future and estimates relating to the possible effects resulting from COVID-19. Accounts receivable balances are written-off against the allowance for expected credit losses after all means of collection have been exhausted and the potential for recovery is considered remote. Accounts receivable include unbilled accounts receivable which represent revenues on contracts to be billed, in subsequent periods, as per the terms of the related contracts. (h) Property and equipment Property and equipment are stated at cost less accumulated depreciation and impairment. Equipment held under finance leases are capitalized at the commencement of the lease at the lower of present value of minimum lease payments at the inception of the leases or its fair value. Expenditures for replacements and improvements are capitalized, if they enhance the production capacity and future benefits whereas the costs of maintenance and repairs are charged to earnings as incurred. Advances paid towards acquisition of property and equipment and the cost of property and equipment not yet placed in service before the end of the reporting period are classified as capital work in progress. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Property and equipment which are abandoned and disposed other than by sale, are assessed for revision of their useful life, thereby revising the future depreciation to reflect the use of property and equipment over the remaining shortened life. The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The estimated useful life have been disclosed in Note 8 - Property and Equipment, net to the consolidated financial statements. (i) Software Development Costs The Company capitalizes certain costs related to the development or enhancements to existing software products to be sold, leased or otherwise marketed and / or used for internal use. The Company begins to capitalize costs to develop or enhance software when planning stage efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the software will be used as intended. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred and recorded within “General and administrative expenses” in the Company’s consolidated statements of income. The Company exercises judgment in determining the point at which various projects may be capitalized, in assessing the ongoing value of the capitalized costs, and in determining the estimated useful lives over which the costs are amortized. Implementation costs in cloud computing arrangements (“CCA”), such as software as a service and other hosting arrangements are evaluated in a similar manner as capitalized software development costs. If CCA do not provide a contractual right upon the Company to take possession of the software at any time during the hosting period without significant penalty, and it is not feasible to either run the software on the Company’s own hardware, then implementation costs incurred are accounted for as a service contract. In case of the existence of such a contractual right to take possession of the software and the Company is able to run the software on its own hardware, then such implementation costs are recognized as capitalized software development costs. Annual amortization of internally developed software products meant for sale, lease or otherwise marketing is the greater of the amount computed using the ratio that current gross revenues for a product bear to the total of current and anticipated future gross revenues for that product or the straight-line method over the remaining estimated economic life of the software product, generally estimated to be up to 5 years from the date the product became available for use. Annual amortization of internally developed software products meant for internal use is based on the straight-line method over the estimated useful lives of the internally developed software products. The Company amortizes capitalized implementation costs in a CCA over the life of the service contract. (j) Business Combinations, Goodwill and Other Intangible Assets ASC Topic 805, Business Combinations, requires that the acquisition method of accounting be used for all business combinations. The guidance specifies criteria as to intangible assets acquired in a business combination that must be recognized and reported separately from goodwill. Contingent consideration is recognized at its fair value on the acquisition date. A F-16 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) liability resulting from contingent consideration is re-measured to fair value as of each reporting date until the contingency is resolved, whereby such changes in fair value are recognized in earnings. These fair value measurements represent Level 3 measurements as they are based on significant inputs not observable in the market. Under ASC 350, Intangibles - Goodwill and Other , all assets and liabilities of the acquired businesses, including goodwill, are assigned to reporting units. Acquisition related costs are expensed as incurred under general and administrative expenses. Goodwill represents the cost of the acquired businesses in excess of the fair value of identifiable tangible and intangible net assets purchased in a business combination. Goodwill is not amortized but is tested for impairment at least on an annual basis, relying on a number of factors including operating results, business plans and estimated future cash flows of the reporting units to which it is assigned. The Company undertakes studies to determine the fair values of assets and liabilities acquired and allocate purchase consideration to assets and liabilities, including property and equipment, goodwill and other identifiable intangibles. The Company examines the carrying value of the goodwill annually in the fourth quarter, or more frequently, as circumstances warrant, to determine whether there are any impairment losses. The Company tests for goodwill impairment at the reporting unit level, as that term is defined in U.S. GAAP. The Company also assesses any potential goodwill impairment for all its reporting units immediately prior to any segment changes and reallocates goodwill to its new reporting units using a relative fair value approach. Refer to Note 9 - Business Combinations, Goodwill and Intangible Assets to the consolidated financial statements for discussion of the Company's goodwill impairment testing. The Company adopted ASU No. 2017-04, Simplifying the Test for Goodwill Impairment, effective January 1, 2018 in conjunction with our goodwill impairment assessment. The goodwill quantitative impairment test involves a comparison of the fair value of a reporting unit with its carrying amount. The Company estimates the fair value of reporting unit using a combination of the income approach, using discounted cash flow analysis (“DCF model”), and also the market approach, using market multiples for reporting units whereby the fair value is not substantially in excess of carrying value. Under the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. The Company uses its internal forecasts to estimate future cash flows and include an estimate of long-term future growth rates based on its most recent views of the long-term outlook for each business. Actual results may differ from those assumed in our forecasts. Discount rate assumptions are based on an assessment of the risk inherent in the future cash flows of the respective reporting units. The discount rate is mainly based on judgment of the specific risk inherent within each reporting unit. The variables within the discount rate, many of which are outside of the Company’s control, provide the Company’s best estimate of all assumptions applied within the DCF model. The Company also uses the “Market approach” to corroborate the results of the income approach for some of the Company’s reporting units. Under the market approach, the Company estimates fair value based on market multiples of revenues and earnings derived from comparable publicly-traded companies with characteristics similar to the reporting unit and comparable market transactions. The estimates used to calculate the fair value of a reporting unit change from year to year based on operating results, market conditions and other factors. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit. Determining fair value requires the use of estimates and exercise of significant judgment, including assumptions about appropriate discount rates, perpetual growth rates, amount and timing of expected future cash flows, market multiples of revenues and earnings and comparable market transactions. These estimates and judgements may not be within the control of the Company and accordingly it is reasonably possible that the estimates and judgments described above could change in future periods. There can be no assurance that operations will achieve the future cash flows reflected in the projections. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss shall be recognized, in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. Intangible assets acquired in a business combination are initially valued and recognized at fair market value using generally accepted valuation methods appropriate for the type of intangible asset. Intangible assets with definite lives are amortized over the estimated useful lives and are reviewed for impairment, if indicators of impairment arise. The evaluation of impairment is based upon a comparison of the carrying amount of the intangible asset to its fair value, which is calculated using the estimated future undiscounted net cash flows expected to be generated by the asset. If the fair value of the intangible assets is less than the carrying amount of the asset, the asset is considered impaired and an impairment expense is recognized equal to any shortfall in the current period. F-17 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) The Company’s definite lived intangible assets are amortized over their estimated useful lives as listed below using a straight-line method: Useful Lives (in years) Customer relationships 7 - 15 Developed technology 3 - 10 Non-compete agreements 4 Trade names and trademarks 2 - 10 (k) Investment in Equity Affiliate Investments in equity affiliate are initially recorded at cost and any excess purchase consideration paid over proportionate share of the fair value of the net assets of the investee at the acquisition date is recognized as goodwill. The proportionate share of net income or loss of the investee after its acquisition is recognized in the consolidated statements of income. The Company periodically reviews the carrying value of its investment to determine if there has been any other than temporary decline in carrying value. The investment balance for an investee is increased or decreased for cash contribution and distributions to or from, respectively. (l) Impairment of Long-lived Assets Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Such assets are required to be tested for impairment if the carrying amount of the assets is higher than the future undiscounted net cash flows expected to be generated from the assets. Determining whether an impairment has occurred typically requires various estimates and assumptions, including determining which undiscounted cash flows are directly related to the potentially impaired asset, the useful life over which cash flows will occur, their amount, and the asset’s residual value, if any. In turn, measurement of an impairment loss requires a determination of fair value, which is based on the best information available. The Company derives the required undiscounted cash flow estimates from its historical experience and its internal business plans. To determine fair value, the Company follows the discounted cash flow approach and uses its internal cash flow estimates discounted at an appropriate discount rate and independent appraisals, as appropriate. The impairment amount to be recognized is measured as the amount by which the carrying value of the assets exceeds their fair value. (m) Derivative Financial Instruments In the normal course of business, the Company uses derivative instruments for the purpose of mitigating the exposure from risk of foreign currency fluctuation associated with forecasted transactions denominated in certain foreign currencies and to minimize earnings and cash flow volatility associated with changes in foreign currency exchange rates, and not for speculative trading purposes. These derivative contracts are purchased adhering to the Company’s policy and are with counterparties that are highly rated financial institutions. The Company hedges forecasted transactions that are subject to foreign exchange exposure with foreign currency exchange contracts that qualify as cash flow hedges. Changes in the fair value of these cash flow hedges are recorded as a component of accumulated other comprehensive income/(loss) (“AOCI”), net of tax, until the hedged transactions occurs. The resultant foreign exchange gain/(loss) upon settlement of cash flow hedges are recorded in the consolidated statements of income along with the underlying hedged item in the same line as part of “Cost of revenues,” “General and administrative expenses,” “Selling and marketing expenses,” and “Depreciation and amortization expense,” as applicable. The Company evaluates hedge effectiveness of cash flow hedges at the time a contract is entered into as well as on an ongoing basis. For hedge relationships that are discontinued because the forecasted transaction is not expected to occur by the end of the originally specified period, any related derivative amounts recorded in equity are reclassified to earnings. The Company uses derivatives instruments consisting of foreign currency exchange contracts to economically hedge intercompany balances and other monetary assets or liabilities denominated in currencies other than the functional currency, against the risk of foreign currency fluctuations associated with remeasurement of such assets and liabilities to functional F-18 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) currency. Changes in the fair value of these derivatives are recognized in the consolidated statements of income and are included in foreign exchange gain/(loss). The Company also uses forward contracts designated as net investment hedges to hedge the foreign currency risks related to the Company's investment in foreign subsidiaries. Gains and losses on these forward contracts are recognized in AOCI as part of the foreign currency translation adjustment. (n) Borrowings The Company accounts for convertible notes in accordance with the guidelines established by the ASC 470-20, Debt with Conversion and Other Options. The Company separates the convertible notes into liability and equity components. The Beneficial Conversion Feature ("BCF") of a convertible note, which is the equity component and recorded as additional paid-in capital, is normally characterized as the convertible portion or feature of certain notes payable that provide a rate of conversion that is below market value or in-the-money when issued. The Company records a BCF related to the issuance of a convertible note when issued. If a convertible note is within the scope of the Cash Conversion Subsections and contains embedded features other than the embedded conversion option, the guidance in ASC 815-15, Derivatives and Hedging - Embedded Derivatives (ASC 815-15), is applied to determine if any of those features must be separately accounted for as a derivative instrument. The estimated fair value of the liability component at issuance is determined using a discounted cash flow technique, which considers debt issuances with similar features of the Company’s convertible notes, excluding the conversion feature. The excess of the gross proceeds received over the estimated fair value of the liability component is allocated to the BCF, which is credited to additional paid-in-capital, with a corresponding offset recognized as a discount to reduce the net carrying value of the convertible notes. The discount is amortized to interest expense over the expected term of the convertible notes using the effective interest method. Pursuant to ASC Subtopic 470-20, total consideration paid for the settlement of an existing convertible note is separated into liability and equity components. The fair value of the liability component is estimated using a discounted cash flow technique, which considers debt issuances with terms similar to that of the Company’s debt, however without the conversion feature. The excess of consideration over the fair value of the liability component is assigned to the equity component. The effective interest rate used to estimate the fair value of the liability component is based on the income and market based approaches, adjusted for the remaining tenor of the extinguished debt. The difference between the fair value and the carrying value of the extinguished debt, net of the unamortized debt discount and unamortized debt issuance costs, is recorded as a gain or loss on settlement in the consolidated statements of income. (o) Employee Benefits Contributions to defined contribution plans are charged to the consolidated statements of income in the period in which services are rendered by the covered employees. Current service costs for defined benefit plans are recognized in the period to which they relate. The liability in respect of defined benefit plans is calculated annually by the Company using the projected unit credit method. The Company records annual amounts relating to its defined benefit plans based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality, assumed rates of return on plan assets, future compensation increases and attrition rates. The Company reviews its assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is appropriate to do so. The effect of modifications to those assumptions is recorded in other comprehensive income (loss) and amortized to net periodic benefit cost over the expected remaining period of service of the covered employees using the corridor method. The Company believes that the assumptions utilized in recording its obligations under its plans are reasonable based on its experience and market conditions. These assumptions may not be within the control of the Company and accordingly it is reasonably possible that these assumptions could change in future periods. The Company includes the service cost component of the net periodic benefit cost in the same line item or items as other compensation costs arising from services rendered by the respective employees during the period. The interest cost, expected F-19 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) return on plan assets and amortization of actuarial gains/loss, are included in “Other income, net.” Refer to Note 19 - Employee Benefit Plans to the consolidated financial statements for details. The Company recognizes its liabilities for compensated absences depending on whether the obligation is attributable to employee services already rendered, rights to compensated absences vest or accumulate and payment is probable and estimable. (p) Stock-Based Compensation The Company recognizes stock-based compensation expense in the consolidated statements of income for awards of equity instruments to employees and non-employee directors based on the grant-date fair value of those awards. The Company recognizes these compensation costs on straight-line basis over the requisite service period of the award, or to the date on which retirement eligibility is achieved, if shorter. Forfeitures are accounted when the actual forfeitures occur. Under the Company’s 2018 Omnibus Incentive Plan (the “2018 Plan”), which was adopted by the Company's stockholders on June 15, 2018, which replaces and supersedes the 2015 Amendment and Restatement of the Company’s 2006 Omnibus Award Plan (the “Prior Plan”) and is effective upon the date approved by the Company’s stockholders, the Company grants performance-based restricted stock units (“PRSUs”) to executive officers and other specified employees. Generally the grants provide that 50 % of the PRSUs cliff vest based on an aggregated revenue target (“PU”) for a three-year period. The remaining 50 % vest based on a market condition (“MUs”) that is contingent on meeting or exceeding the Company's total shareholder return relative to a group of peer companies specified under the program, measured over a three-year performance period. The award recipient may earn up to 200 % of the PRSUs granted based on the actual achievement of both targets. However, the features of the equity incentive compensation program are subject to change by the Compensation Committee of our Board of Directors. The fair value of each PU is determined based on the market price of one common share of the Company on the day prior to the date of grant, and the associated compensation expense is calculated on the basis that performance targets at 100 % are probable of being achieved. The compensation expense for the PUs is recognized on a straight-line basis over the service period, which is through the end of the third year. Over this period, the number of shares that will be issued is adjusted upward or downward based upon the probability of achievement of the performance targets. The final number of shares issued and the related compensation cost recognized as an expense will be based on a comparison of the final performance metrics to the specified targets. The expense related to the unvested PUs as of December 31, 2021 was based on the Company's assessment of performance criteria for these grants that would most likely be met during the respective years of vesting against the targeted performance level. The grant date fair value for the MUs is determined using a Monte Carlo simulation model and the related compensation expense is expensed on a straight-line basis over the vesting period. All compensation expense related to the MUs will be recognized if the requisite performance period is fulfilled, regardless of the extent of the market condition achieved. (q) Income Taxes The Company accounts for income taxes using the asset and liability method of accounting for income taxes. The Company calculates and provides for income taxes in each of the tax jurisdictions in which it operates. The deferred tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between the financial statement carrying values of existing assets and liabilities and their respective tax bases and all operating losses carried forward, if any. Deferred tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which the applicable temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates or tax status is recognized in the statements of income in the period in which the change is identified. The Company releases the tax effects from AOCI at the time of reclassification of cash flows hedges gains/ (losses) from AOCI to the consolidated statements of income. Deferred tax assets are reduced by a valuation allowance if, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company establishes provisions for uncertain tax provisions and related interest and penalties when the Company believes those tax positions are not more likely than not of being sustained, if challenged. (r) Financial Instruments and Concentration of Credit Risk F-20 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) Financial Instruments . For certain financial instruments, including cash and cash equivalents, short-term investments (except investment in mutual funds, as disclosed in Note 15), restricted cash, accounts receivable, accrued interest on term deposits, accrued capital expenditures, accrued expenses and interest payable on borrowings for which fair values approximate their carrying amounts due to their short-term nature. The carrying value of the Company’s outstanding revolving credit facility approximates its fair value because the Company’s interest rate yield is near current market rates for comparable debt instruments. Concentration of Credit Risk . Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, time deposits, mutual fund investments, accounts receivable and derivative financial instruments. By their nature, all such financial instruments involve risks including the credit risks of non-performance by counterparties. Pursuant to the Company’s investment policy, surplus funds are maintained as cash equivalents and short- term investments, and are invested in highly-rated mutual funds, money market accounts and time deposits, placed with highly rated financial institutions to reduce its exposure to market risk with regard to these funds. The Company’s exposure to credit risk on account receivable is influenced mainly by the individual characteristic of each customer and the concentration of risk from the top few customer s. To mitigate this risk the Company evaluates the creditworthiness of its clients in conjunction with its revenue recognition processes as well as through its ongoing collectability assessment processes for accounts receivable. The Company does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes. (s) Leases The Company determines if an arrangement is a lease at inception of the contract. The Company’s assessment is based on whether: (1) the contract involves the use of a distinct identified asset, (2) the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the term of the contract, and (3) the Company has the right to direct the use of the asset. A lease is classified as a finance lease if any one of the following criteria are met: (1) the lease transfers ownership of the asset by the end of the lease term, (2) the lease contains an option to purchase the asset that is reasonably certain to be exercised, (3) the lease term is for a major part of the remaining useful life of the asset or (4) the present value of the lease payments equals or exceeds substantially all of the fair value of the asset. Operating leases are recorded in “Operating lease right-of-use assets,” “Current portion of operating lease liabilities” and “Operating lease liabilities, less current portion” in the Company's consolidated balance sheets. Long-lived assets underlying finance leases are recorded in “Property and equipment” and the current and non-current portion of finance lease liabilities are presented within “Accrued expenses and other current liabilities” and “other non-current liabilities,” respectively, in the Company's consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset during the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease arrangement. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. For leases in which the rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rate based on the information available at commencement date for determining the present value of lease payments. Lease terms includes the effects of options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating lease arrangements is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for separately. The Company accounts for lease-related concessions to mitigate the economic effects of COVID-19 on lessees in accordance with guidance in Topic 842, Leases , to determine, on a lease-by-lease basis, whether the concession provided by lessor should be accounted for as a lease modification. The Company accounts for a modification as a separate contract when it grants an additional right of use not included in the original lease and the increase is commensurate with the standalone price for the additional right of use, adjusted for the circumstances of the particular contract. Modifications which are not accounted for as a separate contract are reassessed as of the effective date of the modification based on its modified terms and conditions and the facts and circumstances as of that date. Upon modification, the Company remeasures the lease liability to reflect changes to the remaining lease payments and discount rates and recognizes the amount of the remeasurement of the lease liability as an adjustment to the ROU assets. However, if the carrying amount of the ROU assets is reduced to zero as a result of modification, any remaining amount of the remeasurement is recognized as an expense in consolidated statements of income. F-21 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) The Company reviews ROU assets for impairment whenever events or changes in circumstances indicate that the related carrying amount may not be recoverable. (t) Government Grants Government grants related to income are recognized as a reduction of expenses in the consolidated statements of income when there is a reasonable assurance that the entity will comply with the conditions attached to the grant and that the grants will be received. Certain units of our Indian subsidiaries were established as 100% Export-Oriented units under the Software Technology Parks of India (“STPI”) or Special Economic Zone ("SEZ") scheme promulgated by the Government of India. These units enjoy exemption from payment of customs, central excise duties, and levies on imported and indigenous capital goods, subject to certain performance conditions being fulfilled by these units. Such exemption is considered as a government grant. Grants from the government are recognized when there is reasonable assurance that these units will comply with those conditions. The carrying amount of an item of property and equipment is reduced by government grants received (i.e. the asset is accounted for on the basis of its net acquisition cost). The grant is recognized in the consolidated statements of income over the life of the depreciable asset in the form of reduced depreciation expense. (u) Earnings per share Basic earnings per share is computed using the weighted average number of common shares outstanding, adjusted for outstanding shares that are subject to repurchase during the period. Diluted earnings per share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the period. For the purposes of calculating diluted earnings per share, the treasury stock method is used for stock-based awards and outstanding convertible notes except where the results would be anti-dilutive. The Company includes performance stock unit awards in dilutive potential common shares when they become contingently issuable and have a dilutive impact per authoritative guidance and excludes such awards when they are not contingently issuable. The Company calculates the dilutive effect of convertible notes using the treasury stock method through the maturity date of the convertible notes, if it has the intent and ability to settle the principal amount of the outstanding convertible notes in cash. Under the treasury stock method, the convertible notes shall have a dilutive impact related to the conversion premium, if any, on diluted earnings per share to the extent the issuance is dilutive based on the average market price of our common stock for a reporting period being greater the conversion price. (v) Commitments and contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. Legal costs incurred in connection with such liabilities are expensed as incurred. (w) Recent Accounting Pronouncements In March 2020, Financial Accounting Standard Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2020-04, Reference Rate Reform (Topic 848) : Facilitation of the Effects of Reference Rate Reform on Financial Reporting . This ASU provides optional guidance for a limited period of time to ease potential accounting impacts associated with transitioning away from reference rates that are expected to be discontinued, such as interbank offered rates and London Inter-Bank Offered Rate (“LIBOR”). The ASU provides practical expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments are elective and are effective upon issuance for all entities through December 31, 2022. The Company is currently evaluating the impact of this ASU on its consolidated financial statements. In October 2021, FASB issued ASU No. 2021-08, Business Combinations (Topic 805) : Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . This ASU provides guidance in Topic 805 to require the acquirer entity to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers , as if it had originated the contracts. Generally, this should result in an acquirer recognizing and measuring the acquired contract assets and contract liabilities consistent with how they were F-22 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) recognized and measured in the acquiree’s financial statements, if the acquiree prepared financial statements in accordance with U.S. GAAP. The ASU is effective for fiscal years beginning after December 15, 2022. An entity may early adopt the ASU including adoption in an interim period, with retrospective application to all business combinations within the fiscal year that includes such interim period. The Company is currently evaluating the impact of this ASU on its consolidated financial statements. (x) Recently Adopted Accounting Pronouncements In December 2019, FASB issued ASU No. 2019-12, Income Taxes Simplifying the Accounting for Income Taxes . This ASU eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The Company adopted this ASU on January 1, 2021. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements. In October 2020, FASB issued ASU No. 2020-10, Codification Improvements , to provide guidance for technical corrections such as conforming amendments, clarifications to guidance, simplifications to wording or structure of guidance, and other minor improvements. The amendments in this ASU improve the consistency of the ASC by ensuring that all guidance that requires or provides an option for an entity to provide information in the notes to financial statements is codified in the disclosure section of the ASC. The Company adopted this ASU on January 1, 2021. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements. In January 2021, FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope , to expand the scope of Topic 848 to include derivative instruments affected by changes to the interest rates used for discounting, margining or contract price alignment (commonly referred to as the discounting transition). This ASU extends some of Topic 848’s optional expedients and exceptions for contract modifications and hedge accounting to derivative instruments impacted by discounting transition as a result of the discontinuation of the use of LIBOR as a benchmark interest rate due to reference rate reform. This ASU is effective immediately for all entities with the option to be applied retrospectively as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, and prospectively to any new contract modifications made on or after January 7, 2021 through December 31, 2022. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements. 3. Segment and Geographical Information The Company is a provider of data analytics and digital operations and solutions. Effective January 1, 2020, the Company made certain operational and structural changes to more closely integrate its businesses and to simplify its organizational structure. The Company since then manages and reports financial information through its four reportable segments: Insurance, Healthcare, Analytics and Emerging Business, which reflects how management reviews financial information and makes operating decisions. These business units develop client-specific solutions, build capabilities, maintain a unified go-to-market approach and are integrally responsible for service delivery, customer satisfaction, growth and profitability. In line with the Company’s strategy of vertical integration and focus on domain expertise, the Company has integrated its Finance & Accounting and Consulting operating segments within each of the Insurance and Healthcare operating segments based on the corresponding industry-specific clients. Finance & Accounting and Consulting services to clients outside of the Insurance and Healthcare industries are part of the Company’s “Emerging Business” operating segment. In addition, the Company integrated its former Travel, Transportation and Logistics, Banking and Financial Services, and Utilities operating segments under Emerging Business to further leverage and optimize the operating scale in providing digital operations and solutions. The Company’s reportable segments effective January 1, 2020 are as follows: • Insurance, • Healthcare, • Emerging Business, and F-23 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) • Analytics In conjunction with the new reporting structure, the Company has recast its segment disclosures for prior periods presented to conform to the way the Company internally manages and monitors segment performance. The chief operating decision maker (“CODM”) generally reviews financial information such as revenues, cost of revenues and gross profit, disaggregated by the operating segments to allocate an overall budget among the operating segments. The Company does not allocate and therefore the CODM does not evaluate, certain operating expenses, interest expense or income taxes by segment. Many of the Company’s assets are shared by multiple operating segments. The Company manages these assets on a total Company basis, not by operating segment, and therefore asset information and capital expenditures by operating segment are not presented. The December 2021 acquisition of Clairvoyant AI Inc. (“Clairvoyant”) is included in the Analytics reportable segment. Refer to Note 9 - Business Combinations, Goodwill and Intangible Assets to the consolidated financial statements for further details. Revenues and cost of revenues for the years ended December 31, 2021, 2020 and 2019, respectively, for each of the reportable segments, are as follows: Year ended December 31, 2021 Insurance Healthcare Emerging Business Analytics Total Revenues, net $ 381,999 $ 112,386 $ 167,236 $ 460,672 $ 1,122,293 Cost of revenues (1) 239,529 69,760 91,737 289,908 690,934 Gross profit (1) $ 142,470 $ 42,626 $ 75,499 $ 170,764 $ 431,359 Operating expenses 275,478 Loss on settlement of convertible notes, foreign exchange gain, interest expense and other income, net ( 9,320 ) Income tax expense 31,850 Gain from equity-method investment 47 Net income $ 114,758 (1) Exclusive of depreciation and amortization expense. Year ended December 31, 2020 Insurance Healthcare Emerging Business Analytics Total Revenues, net $ 341,770 $ 101,315 $ 152,670 $ 362,679 $ 958,434 Cost of revenues (1) 231,884 73,143 89,459 229,450 623,936 Gross profit (1) $ 109,886 $ 28,172 $ 63,211 $ 133,229 $ 334,498 Operating expenses 224,476 Foreign exchange gain, interest expense and other income, net 5,307 Income tax expense 25,626 Loss from equity-method investment 227 Net income $ 89,476 (1) Exclusive of depreciation and amortization expense. F-24 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) Year ended December 31, 2019 Insurance Healthcare Emerging Business Analytics Total Revenues, net $ 346,434 $ 97,465 $ 190,118 $ 357,329 $ 991,346 Cost of revenues (1) 238,580 77,048 108,617 231,245 655,490 Gross profit (1) $ 107,854 $ 20,417 $ 81,501 $ 126,084 $ 335,856 Operating expenses 259,403 Foreign exchange gain, interest expense and other income, net 6,647 Income tax expense 15,172 Loss from equity-method investment 269 Net income $ 67,659 (1) Exclusive of depreciation and amortization expense. Revenues, net by service type, were as follows: Year ended December 31, 2021 2020 2019 Digital operations and solutions (1) $ 661,621 $ 595,755 $ 634,017 Analytics services 460,672 362,679 357,329 Revenues, net $ 1,122,293 $ 958,434 $ 991,346 (1) Digital operations and solutions include revenues of the Company's Insurance, Healthcare and Emerging Business reportable segments. Refer to the reportable segment disclosure above. The Company attributes the revenues to regions based upon the location of its customers. Year ended December 31, 2021 2020 2019 Revenues, net United States $ 964,059 $ 814,672 $ 817,878 Non-United States United Kingdom 105,734 88,659 113,036 Rest of World 52,500 55,103 60,432 Total Non-United States 158,234 143,762 173,468 Revenues, net $ 1,122,293 $ 958,434 $ 991,346 Long-lived assets by geographic area, which consist of property and equipment, net and operating lease right-of-use assets, were as follows: F-25 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) As of December 31, 2021 December 31, 2020 Long-lived assets India $ 79,604 $ 97,261 United States 50,095 46,659 Philippines 22,011 29,434 Rest of World 10,990 11,439 Long-lived assets $ 162,700 $ 184,793 4. Revenues, net Refer to Note 3 - Segment and Geographical Information to the consolidated financial statements for revenues disaggregated by reportable segments and geography. Contract balances The following table provides information about accounts receivable, contract assets and contract liabilities from contracts with customers: As of December 31, 2021 December 31, 2020 Accounts receivable, net $ 194,232 $ 147,635 Contract assets $ 2,524 $ 4,437 Contract liabilities Deferred revenue (consideration received in advance) $ 18,247 $ 30,450 Consideration received for process transition activities $ 2,203 $ 2,774 Accounts receivable includes $ 93,336 and $ 63,995 as of December 31, 2021 and 2020, respectively, representing unbilled receivables. The Company has accrued the unbilled receivables for work performed in accordance with the terms of contracts with customers and considers no significant performance risk associated with its unbilled receivables. Contract assets represent upfront payments such as deal signing discounts or deal signing bonuses made to customers. These costs are amortized over the expected period of the benefit and are recorded as an adjustment to transaction price and reduced from revenues. The Company’s assessment did not indicate any impairment losses on its contract assets for the periods presented. Contract liabilities represent that portion of deferred revenue for which payments have been received in advance from customers. The Company also defers revenues attributable to certain process transition activities for which costs have been capitalized by the Company as contract fulfillment costs. Consideration received from customers, if any, relating to such transition activities are classified under contract liabilities and are included within “Deferred revenues” and “Other non-current liabilities” in the consolidated balance sheets. The revenues are recognized as (or when) the performance obligation is fulfilled under the contract with customer. Revenue recognized during the years ended December 31, 2021 and 2020, which was included in the contract liabilities balance at the beginning of the respective periods: Year ended December 31, 2021 2020 Deferred revenue (consideration received in advance) $ 30,089 $ 10,949 Consideration received for process transition activities $ 1,886 $ 1,424 F-26 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) Contract acquisition and fulfillment costs The following table provides details of the Company’s contract acquisition and fulfillment costs: Contract Acquisition Costs Contract Fulfillment Costs Year ended December 31, Year ended December 31, 2021 2020 2021 2020 Opening Balance $ 1,027 $ 1,307 $ 5,631 $ 7,255 Additions 277 310 3,742 779 Amortization ( 793 ) ( 590 ) ( 3,578 ) ( 2,403 ) Closing Balance $ 511 $ 1,027 $ 5,795 $ 5,631 There was no impairment for contract acquisition and contract fulfillment costs as of December 31, 2021 and 2020. The capitalized costs are amortized over the expected period of benefit of the contract. Allowance for expected credit losses On January 1, 2020, the Company adopted ASC Topic 326, Financial Instruments-Credit Losses . Accounts receivable and contract assets are in the scope for which assessment is made. The Company evaluates the credit risk of its customers based on a combination of various financial and qualitative factors that may affect the ability of each customer to pay. The Company considered current and anticipated future economic conditions relating to the industries of the Company’s customers and the countries where it operates. In calculating expected credit loss, the Company also considered past payment trends, credit rating and other related credit information for its significant customers to estimate the probability of default in the future and estimates relating to the possible effects resulting from COVID-19. There was not a material impact on the provision for credit losses upon adoption of the Topic 326 guidance. The duration and severity of COVID-19 and continued market volatility is highly uncertain and, as such, the impact on expected losses is subject to significant judgment, including but not limited to changes in customers’ credit rating, and may cause variability in the Company’s allowance for credit losses in future periods. As of December 31, 2021 December 31, 2020 Accounts receivable, including unbilled receivables $ 194,805 $ 148,824 Less: Allowance for expected credit loss ( 573 ) ( 1,189 ) Accounts receivable, net $ 194,232 $ 147,635 The movement in “Allowance for expected credit losses” on customer balances for the years ended December 31, 2021 and 2020 was as follows: Year ended December 31, 2021 2020 Balance at the beginning of the year $ 1,189 $ 1,163 Additions / (reductions) during the period ( 496 ) 300 Reductions due to write-off of Accounts Receivables ( 129 ) ( 269 ) Translation adjustment 9 ( 5 ) Balance at the end of the year $ 573 $ 1,189 F-27 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) 5. Other Income, net Other income, net consists of the following: Year ended December 31, 2021 2020 2019 Gain on sale and mark-to-market of mutual funds and money market funds $ 4,891 $ 9,615 $ 13,180 Interest and dividend income 2,726 2,501 2,184 Others, net ( 844 ) ( 51 ) 1,143 Other income, net $ 6,773 $ 12,065 $ 16,507 6. Earnings Per Share Basic earnings per share is computed by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding, adjusted for outstanding shares that are subject to repurchase during each period. Diluted earnings per share is computed using the weighted average number of common shares plus the potentially dilutive effect of common stock equivalents (outstanding stock options, restricted stock and restricted stock units) issued and outstanding at the reporting date, and an assumed conversion premium of outstanding convertible notes, using the treasury stock method (as discussed further in the subsequent paragraph). Common stock equivalents and the conversion premium on outstanding convertible notes that are anti-dilutive are excluded from the computation of weighted average shares outstanding. The Company includes performance stock unit awards in dilutive potential common shares when they become contingently issuable and have a dilutive impact per authoritative guidance and excludes such awards when they are not contingently issuable. Diluted weighted-average shares outstanding is affected by the treatment of the Company's 3.5 % per annum Convertible Senior Notes due October 1, 2024 (the “Notes”). The Company had a choice to settle the Notes in cash, shares or any combination of the two. The Company intended and had the ability to settle the principal balance of the Notes in cash, and as such, the Company applied the treasury stock method. The dilution related to the conversion premium, if any, of the Notes is included in the calculation of diluted weighted-average shares outstanding for the portion of the period until actual settlement and to the extent the issuance is dilutive based on the average stock price during the reporting period being greater than the conversion price of $ 75 . During the third quarter of 2021, the Company settled the Notes by electing a combination of cash and shares of the Company’s common stock and as such included the count of shares issued on settlement in the calculation of basic earnings per share for the portion of the period outstanding. Refer to Note 17 - Borrowings to the consolidated financial statements for further details. F-28 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) The following table sets forth the computation of basic and diluted earnings per share: Year ended December 31, 2021 2020 2019 Numerators: Net income $ 114,758 $ 89,476 $ 67,659 Denominators: Basic weighted average common shares outstanding 33,549,275 34,273,388 34,350,150 Dilutive effect of share based awards 408,693 254,717 382,533 Dilutive effect of conversion premium on the Notes 286,510 27,059 — Diluted weighted average common shares outstanding 34,244,478 34,555,164 34,732,683 Earnings per share attributable to ExlService Holdings Inc. stockholders: Basic $ 3.42 $ 2.61 $ 1.97 Diluted $ 3.35 $ 2.59 $ 1.95 Weighted average potentially dilutive shares considered anti-dilutive and not included in computing diluted earnings per share 10,705 289,061 106,375 7. Cash, Cash Equivalents and Restricted Cash For the purpose of statements of cash flows, cash, cash equivalents and restricted cash comprise of the following: As of December 31, 2021 December 31, 2020 December 31, 2019 Cash and cash equivalents $ 135,337 $ 218,530 $ 119,165 Restricted cash (current) 6,174 4,690 5,453 Restricted cash (non-current) 2,299 2,299 2,426 Cash, cash equivalents and restricted cash $ 143,810 $ 225,519 $ 127,044 F-29 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) 8. Property and Equipment, net Property and equipment, net consists of the following: As of Estimated useful lives (Years) December 31, 2021 December 31, 2020 Owned Assets: Network equipment and computers 3 - 5 $ 116,023 $ 107,016 Software 3 - 5 101,884 99,708 Leasehold improvements 3 - 8 46,401 48,052 Office furniture and equipment 3 - 8 22,302 22,210 Motor vehicles 2 - 5 693 599 Buildings 30 1,070 1,089 Land — 700 712 Capital work in progress — 10,288 4,647 299,361 284,033 Less: Accumulated depreciation and amortization ( 213,699 ) ( 191,629 ) $ 85,662 $ 92,404 Right-of-use assets under finance leases:* Network equipment and computers 91 93 Leasehold improvements 1,229 817 Office furniture and equipment 787 255 Motor vehicles 578 688 2,685 1,853 Less: Accumulated depreciation and amortization ( 2,339 ) ( 1,382 ) $ 346 $ 471 Property and equipment, net $ 86,008 $ 92,875 *Depreciation on assets held under finance leases are computed using the straight-line method over the shorter of the asset's estimated useful lives or the lease term. Capital work in progress represents advances paid towards acquisition of property and equipment and costs incurred on internally developed software, not yet ready to be placed in service. During the years ended December 31, 2021 and 2020 there were no changes in estimated useful lives of property and equipment during the ordinary course of operations. The depreciation and amortization expense, excluding amortization of acquisition-related intangibles recognized in the consolidated statements of income was as follows: Year ended December 31, 2021 2020 2019 Depreciation and amortization expense $ 36,354 $ 36,050 $ 30,423 The effect of foreign exchange gain upon settlement of cash flow hedges recorded under depreciation and amortization, was as follows: F-30 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) Year ended December 31, 2021 2020 2019 Effect of foreign exchange gains $ 524 $ 51 $ 212 Internally developed software costs, included under Software, was as follows: As of December 31, 2021 December 31, 2020 Cost $ 19,289 $ 18,371 Less : Accumulated amortization ( 10,226 ) ( 5,998 ) Internally developed software, net $ 9,063 $ 12,373 The amortization expense on internally developed software recognized in the consolidated statements of income was as follows: Year ended December 31, 2021 2020 2019 Amortization expense $ 4,253 $ 4,894 $ 2,745 As of December 31, 2021 and 2020, the Company believes no impairment exists because the long-lived asset's future undiscounted net cash flows expected to be generated exceeds its carrying value; however, there can be no assurances that long-lived assets will not be impaired in future periods. Determining whether an impairment has occurred typically requires various estimates and assumptions, including determining which undiscounted cash flows are directly related to the potentially impaired asset, the useful life over which cash flows will occur, their amount, and the asset’s residual value, if any. It is reasonably possible that the judgments and estimates described above could change in future periods. The duration and severity of COVID-19 and continued market volatility is highly uncertain and, as such, the impact on undiscounted cash flows is subject to significant judgment and may cause variability in the Company’s assessment of the existence of any impairment. During the year ended December 31, 2019, the Company performed an impairment test of its long-lived assets related to its Health Integrated business. Based on the results, the long-lived assets carrying value exceeded its fair value. The primary factor contributing to a reduction in the fair value is the wind down of the Health Integrated business, due to an anticipated reduction to the Company's estimated future cash flows. As a result of this analysis, the Company recognized impairment charges of $ 2,178 during the year ended December 31, 2019, to write down the carrying value of property and equipment to its fair value. This impairment charge was recorded in the consolidated statements of income under "Impairment and restructuring charges". 9. Business Combinations, Goodwill and Intangible Assets Clairvoyant AI Inc. On December 16, 2021, the Company, through its wholly owned subsidiary ExlService.com, LLC (“Buyer”), completed the acquisition of Clairvoyant, a Delaware corporation, pursuant to an equity securities purchase agreement dated December 16, 2021 (the "Purchase Agreement"). The Company purchased 100 % of the issued and outstanding equity securities in Clairvoyant. Clairvoyant is a global technology consulting and services company that helps organizations in their business transformation by maximizing the value of data through actionable insights. It provides data engineering, analytics, machine learning, product engineering, and cloud-based solutions. The acquisition strengthens the Company’s capabilities by adding additional expertise in data engineering and cloud enablement, further supporting its clients in insurance, healthcare, banking and financial services, and retail. The base purchase consideration payable at Closing was $ 80,080 , excluding cash and cash equivalents acquired, debt and other estimated post-closing adjustments. As of December 31, 2021, of the total purchase consideration, the Company has paid F-31 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) $ 76,831 , net of cash and cash equivalents acquired. The Purchase Agreement also allows sellers the ability to earn up to $ 20,000 in earn-out payments, based on the achievement of certain performance goals by Clairvoyant during 2022 and 2023 calendar years. The earn-out has an estimated fair value of $ 9,000 and has been presented as contingent consideration under “Other non-current liabilities.” A portion of the purchase consideration otherwise payable was placed into escrow as security for the post-closing working capital adjustments and the indemnification obligations under the Purchase Agreement. To finance the acquisition at Closing, the Company utilized its revolving Credit Facility in the amount of $ 75,000 and paid the balance with available cash on hand. The Company is in the process of finalizing the adjustments related to debt, working capital position and other post- closing adjustments, which, when determined, may result in the recognition of additional assets or liabilities as of the acquisition date, and shall accordingly lead to finalization of the purchase consideration. The Company accounted for the business combination using the acquisition method of accounting. The measurement period will not exceed one year from the acquisition date. Pursuant to the Company’s business combinations accounting policy, the aggregate purchase consideration for Clairvoyant was allocated to identifiable net tangible and intangible assets based upon their preliminary fair values. The excess of the estimated purchase consideration over fair value of identifiable net tangible and intangible assets was recorded as goodwill. In order to allocate the consideration transferred for Clairvoyant, the fair values of all identifiable assets and liabilities must be established. For accounting and financial reporting purposes, fair value is defined under ASC No. 820, Fair Value Measurement and Disclosure , as the price that would be received upon sale of an asset or the amount paid to transfer a liability in an orderly transaction between market participants at the measurement date. Market participants are assumed to be buyers and sellers in the principal (most advantageous) market for the asset or liability. Additionally, fair value measurements for an asset assume the highest and best use of that asset by market participants. Use of different estimates and judgments could yield different results. The Company’s preliminary purchase price allocation to net tangible and intangible assets of Clairvoyant as of December 16, 2021 is as follows: Assets: Cash and cash equivalents $ 5,606 Accounts receivable, net 9,042 Other current assets 352 Property and equipment, net 399 Intangible assets, net Customer relationships 31,600 Developed technology 2,070 Trade names and trademarks 300 Non-compete agreements 300 Other assets 376 Total assets $ 50,045 Liabilities: Accounts payable ( 1,241 ) Accrued expenses and other current liabilities ( 4,833 ) Deferred tax liabilities ( 9,383 ) Other non-current liabilities ( 238 ) Total liabilities ( 15,695 ) Net assets acquired 34,350 Goodwill 55,225 Total purchase consideration* $ 89,575 F-32 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) * Includes contingent consideration of $ 9,000 recognized at fair value. The fair value of assets acquired and liabilities assumed from the acquisition of Clairvoyant is based on a preliminary valuation and, as such, the Company's estimates and assumptions are subject to change within the measurement period. The primary areas of the purchase price allocation that are not yet finalized are related to direct and indirect taxes and reflect management’s best estimates and assumptions as of the reporting date. The fair values of customer relationships were determined by using an “income approach,” specifically the Multi-Period Excess Earnings Method ("MPEEM"). The MPEEM is a specific application of the discounted cash flow method. The principle behind the MPEEM is that the value of an intangible asset is equal to the present value of the incremental after-tax cash flows attributable only to the subject intangible asset after deducting Contributory Asset Charges ("CAC"). The principle behind a CAC is that an intangible asset ‘rents’ or ‘leases’ from a hypothetical third party all the assets it requires to produce the cash flows resulting from its development, that each project rents only those assets it needs (including elements of goodwill) and not the ones that it does not need, and that each project pays the owner of the assets a fair return on (and of, when appropriate) the value of the rented assets. The customer relationship assets are being amortized on a straight-line basis (which approximates the economic pattern of benefits) over the estimated economic life of 7 years. The fair values of the developed technology intangible assets were determined by using the "cost approach," specifically the replacement cost method. In the replacement cost approach, the fair value of an asset is based on the cost of a market participant to reconstruct a substitute asset of comparable utility, adjusted for any obsolescence. The fair value of the asset would include the seller’s expected profit margin in the market and any opportunity costs lost over the period to reconstruct the substitute asset. The technology assets are being amortized on a straight-line basis (which approximates the economic pattern of benefits) over the estimated economic life of 3 years. The goodwill recognized represents the acquired capabilities, operating synergies and other benefits expected to result from combining the acquired operations with the Company’s existing operations. The amount of goodwill recognized from Clairvoyant’s acquisition is not deductible for tax purposes. The goodwill has been assigned to the Company’s Analytics reportable segment based upon the Company’s assessment of nature of services rendered by Clairvoyant. Acquisition-related costs are being expensed as incurred and are included in general and administrative expenses in the consolidated statements of income. The Company recognized acquisition-related costs of $ 761 during the year ended December 31, 2021. The results of operations of the acquired business and the fair value of the acquired assets and assumed liabilities are included in the Company’s consolidated financial statements with effect from the date of the acquisition. The acquisition did not materially impact the Company's financial position, results of operations or cash flows, and therefore, the Company has not provided unaudited supplemental pro forma results. Goodwill The Company transitioned to new segment reporting structure effective January 1, 2020, which resulted in certain changes to its operating segments and reporting units. The Company reallocated goodwill to its reporting units using a relative fair value approach. In addition, the Company completed an assessment of any potential goodwill impairment for all its reporting units immediately prior to the reallocation and determined that no impairment existed. The following table sets forth details of changes in goodwill by reportable segment of the Company: F-33 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) Insurance Healthcare Emerging Business Analytics TT&L F&A All Other Total Balance at January 1, 2020 $ 38,276 $ 19,276 $ — $ 227,289 $ 12,457 $ 46,905 $ 5,326 $ 349,529 Goodwill reallocation (1) 12,192 2,693 49,803 — ( 12,457 ) ( 46,905 ) ( 5,326 ) — Currency translation adjustments 31 ( 16 ) ( 455 ) ( 1 ) — — — ( 441 ) Balance at December 31, 2020 $ 50,499 $ 21,953 $ 49,348 $ 227,288 $ — $ — $ — $ 349,088 Acquisition — — — 55,225 — — — 55,225 Currency translation adjustments ( 71 ) ( 11 ) ( 328 ) ( 1 ) — — — ( 411 ) Balance at December 31, 2021 $ 50,428 $ 21,942 $ 49,020 $ 282,512 $ — $ — $ — $ 403,902 (1) Includes effects of reallocation of goodwill because of the Company reorganizing its operating segments as described in Note 3 - Segment and Geographical Information to the consolidated financial statements. During the fourth quarter of 2021, the Company performed its annual goodwill quantitative impairment test for those reporting units that had goodwill recorded. Key assumptions used in determining the fair value of the Company’s reporting units were, a long-term revenue growth rate in the terminal year of 3.0 %, which was based upon expected long-term inflation rate and real gross domestic product growth over a long-term, and discount rates ranging from 12.0 % to 12.1 %, which vary based upon the risks and uncertainties inherent in each individual reporting unit. Based on the results, the fair value of each of the Company’s reporting units exceeded their carrying value and the Company’s goodwill was not impaired. During the fourth quarter of 2020, the Company performed its annual goodwill impairment test, as it has done this year, and also concluded goodwill was not impaired. The recoverability of goodwill is dependent upon the continued growth of cash flows from the Company’s business activities. This growth is based on business forecasts and improvement in profitability of its reporting units. The Company continues to maintain its focus on cultivating long-term client relationships as well as attracting new clients. The Company believes there are significant opportunities for additional growth within its existing clients, and can expand these relationships by: • Increasing the depth and breadth of the services the Company provides across its clients’ value chains and geographies; • Offering the full suite of the Company's services that includes digital operations and solutions and data and analytics; and • Supporting the Company's clients’ geographic expansion leveraging its global footprint. The Company also considers selective strategic relationships with industry leaders that add new long-term client relationships, enhance the depth and breadth of its services and solutions, and complement its business strategy. Through its various Partnership programs, the Company expands its technology and innovation ecosystem with select partnerships, alliances or investments that the Company expects will enhance go-to-market opportunities and expand the scope and effectiveness of the Company’s services and solutions by adding digital assets and intellectual property, which will help the Company to win new clients or allowing it to enter new industry verticals and geographic markets. There can be no assurances that goodwill will not be impaired in future periods. Estimating the fair value of reporting units requires the use of estimates and significant judgments that are based on a number of factors including actual operating results. These estimates and judgements may not be within the control of the Company and accordingly it is reasonably possible that the judgments and estimates described above could change in future periods. The duration and severity of COVID-19 and F-34 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) continued market volatility is highly uncertain and, as such, the impact on cash flows, long-term debt-free net cash flow growth rate in the terminal year and discount rates are subject to significant judgments and may cause variability in the Company’s assessment of existence of any impairment. The Company continues to monitor the impacts of COVID-19 on the Company and significant changes in key assumptions that could result in future period impairment charges. Intangible Assets Information regarding the Company’s intangible assets is set forth below: As of December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite-lived intangible assets: Customer relationships $ 103,016 $ ( 33,018 ) $ 69,998 Developed technology 25,040 ( 15,850 ) 9,190 Trade names and trademarks 1,700 ( 1,006 ) 694 Non-compete agreements 300 — 300 $ 130,056 $ ( 49,874 ) $ 80,182 Indefinite-lived intangible assets: Trade names and trademarks $ 900 $ — $ 900 Total intangible assets $ 130,956 $ ( 49,874 ) $ 81,082 As of December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite-lived intangible assets: Customer relationships $ 73,357 $ ( 27,464 ) $ 45,893 Developed technology 23,510 ( 11,858 ) 11,652 Trade names and trademarks 5,100 ( 3,951 ) 1,149 $ 101,967 $ ( 43,273 ) $ 58,694 Indefinite-lived intangible assets: Trade names and trademarks $ 900 $ — $ 900 Total intangible assets $ 102,867 $ ( 43,273 ) $ 59,594 The amortization expense recognized in the consolidated statements of income was as follows: Year ended December 31, 2021 2020 2019 Amortization expense $ 12,778 $ 14,412 $ 21,558 The remaining weighted average life of intangible assets is as follows: (in years) Customer relationships 6.5 Developed technologies 2.1 Trade names and trademarks (Finite lived) 2.4 Non-compete agreements 4.0 F-35 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) Estimated future amortization expense related to finite-lived intangible assets as of December 31, 2021 was as follows: 2022 $ 17,004 2023 14,468 2024 11,966 2025 10,539 2026 10,195 2027 and thereafter 16,010 Total $ 80,182 10. Other Current Assets Other current assets consist of the following: As of December 31, 2021 December 31, 2020 Receivables from statutory authorities $ 18,023 $ 15,658 Derivative instruments 8,682 9,755 Advances to suppliers 1,464 3,906 Deferred contract fulfillment costs 1,483 2,888 Contract assets 1,319 1,814 Interest accrued on term deposits 892 169 Others 2,146 2,919 Other current assets $ 34,009 $ 37,109 11. Other Assets Other assets consist of the following: As of December 31, 2021 December 31, 2020 Lease deposits $ 9,649 $ 9,788 Deposits with statutory authorities 6,417 6,341 Derivative instruments 6,307 6,933 Deferred contract fulfillment costs 4,312 2,743 Contract assets 1,205 2,623 Receivable from Statutory authorities 222 754 Term deposits 186 216 Others 2,071 2,701 Other assets $ 30,369 $ 32,099 F-36 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) 12. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: As of December 31, 2021 December 31, 2020 Accrued expenses $ 44,405 $ 39,951 Payable to statutory authorities 13,902 10,594 Accrued capital expenditures 7,404 7,857 Client liabilities 6,097 4,740 Derivative instruments 1,852 435 Interest payable 252 1,399 Finance lease liabilities 141 229 Other current liabilities 1,071 1,205 Accrued expenses and other current liabilities $ 75,124 $ 66,410 13. Other Non-Current Liabilities Other non-current liabilities consist of the following: As of December 31, 2021 December 31, 2020 Retirement benefits $ 9,604 $ 8,940 Contingent consideration 9,000 — Derivative instruments 1,785 29 Deferred transition revenue 995 924 Unrecognized tax benefits 1,068 907 Finance lease liabilities 229 281 Accrued capital expenditures — 3,486 Others 120 3,568 Other non-current liabilities $ 22,801 $ 18,135 14. Accumulated Other Comprehensive Income/(Loss) Accumulated other comprehensive income/(loss) (“AOCI”) consists of actuarial gain/(loss) on retirement benefits and foreign currency translation adjustments. In addition, the Company enters into foreign currency exchange contracts, which are designated as cash flow hedges and net investment hedges in accordance with ASC 815. Cumulative changes in the fair values of these foreign currency exchange contracts are recognized in AOCI on the Company's consolidated balance sheets. Upon settlement of foreign exchange contracts designated as cash flow hedges, fair value changes are reclassified from AOCI to net income, whereas such fair value changes related to net investment hedges are included in net income when a foreign operation is disposed or partially disposed. The balances as of December 31, 2021 and 2020 are as follows: F-37 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) Accumulated Other Comprehensive Income/(Loss) Foreign currency translation loss Unrealized gain on cash flow hedges Retirement benefits Total Balance as of January 1, 2020 $ ( 87,591 ) $ 4,098 $ ( 1,399 ) $ ( 84,892 ) Gains / (losses) recognized during the year ( 540 ) 12,665 ( 2,401 ) 9,724 Reclassification to net income (1) — ( 801 ) 394 ( 407 ) Income tax effects (2) 1,946 ( 2,163 ) 808 591 Accumulated other comprehensive income/(loss) as of December 31, 2020 $ ( 86,185 ) $ 13,799 $ ( 2,598 ) $ ( 74,984 ) Gains / (losses) recognized during the year ( 11,134 ) 4,663 ( 558 ) ( 7,029 ) Losses on net investment hedges ( 1,134 ) — — ( 1,134 ) Reclassification to net income (1) — ( 9,264 ) 709 ( 8,555 ) Income tax effects (2) 3,016 ( 778 ) ( 10 ) 2,228 Accumulated other comprehensive income/(loss) as of December 31, 2021 $ ( 95,437 ) $ 8,420 $ ( 2,457 ) $ ( 89,474 ) 1. Refer to Note 16 - Derivatives and Hedge Accounting and Note 19 - Employee Benefit Plans to the consolidated financial statements for reclassification to net income. 2. These are income tax effects recognized on cash flow hedges, retirement benefits and foreign currency translation gains / (losses). Refer to Note 21 - Income Taxes to the consolidated financial statements. 15. Fair Value Measurements ASC Topic 820, “Fair Value Measurements and Disclosures ” ("ASC 820") defines fair value as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability as against assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk, including the Company’s own credit risk. Assets and Liabilities Measured at Fair Value The following table sets forth the Company’s assets and liabilities that were accounted for at fair value as of December 31, 2021 and 2020. F-38 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Other Unobservable Inputs As of December 31, 2021 (Level 1) (Level 2) (Level 3) Total Assets Cash and cash equivalents (money market funds)* $ 5,374 $ — $ — $ 5,374 Mutual funds** $ 127,551 $ — $ — $ 127,551 Derivative financial instruments $ — $ 14,989 $ — $ 14,989 Total $ 132,925 $ 14,989 $ — $ 147,914 Liabilities Derivative financial instruments $ — $ 3,637 $ — $ 3,637 Contingent consideration $ — $ — $ 9,000 $ 9,000 Total $ — $ 3,637 $ 9,000 $ 12,637 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Other Unobservable Inputs As of December 31, 2020 (Level 1) (Level 2) (Level 3) Total Assets Cash and cash equivalents (money market funds)* $ 13,463 $ — $ — $ 13,463 Mutual funds** $ 160,441 $ — $ — $ 160,441 Derivative financial instruments $ — $ 16,688 $ — $ 16,688 Total $ 173,904 $ 16,688 $ — $ 190,592 Liabilities Derivative financial instruments $ — $ 464 $ — $ 464 Total $ — $ 464 $ — $ 464 * Represents money market funds which are carried at the fair value option under ASC 825 "Financial Instruments". ** Represents those short-term investments which are carried at the fair value option under ASC 825 "Financial Instruments". Derivative Financial Instruments : The Company’s derivative financial instruments consist of foreign currency forward exchange contracts. Fair values for derivative financial instruments are based on independent sources including highly rated financial institutions and are classified as Level 2. Refer to Note 16 - Derivatives and Hedge Accounting to the consolidated financial statements for further details. Fair value of Contingent Consideration : The fair value measurement of contingent consideration is determined using Level 3 inputs. The Company’s contingent consideration represents a component of the total purchase consideration for its acquisition of Clairvoyant. The measurement is calculated using unobservable inputs based on the Company’s own assessment of achievement of certain performance goals by Clairvoyant during 2022 and 2023 calendar years. The Company estimated the fair value of the contingent consideration to be $ 9,000 , based on Monte Carlo simulation model and scenario-based method. F-39 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) Financial instruments not carried at fair value : The Company’s other financial instruments not carried at fair value consist primarily of cash and cash equivalents (except investments in money market funds, as disclosed above), short-term investments (except investments in mutual funds, as disclosed above), restricted cash, accrued interest on term deposits, accrued capital expenditures, accrued expenses and interest payable on borrowings for which fair values approximate their carrying amounts due to their short-term nature. The carrying value of the Company’s outstanding revolving credit facility approximates its fair value because the Company’s interest rate yield is near current market rates for comparable debt instruments. Convertible Senior Notes: The Company settled the Notes during the year ended December 31, 2021. Refer to Note 17 - Borrowings to the consolidated financial statements for further details. The total estimated fair value of the Notes as of December 31, 2020 was $ 152,384 . The fair value was determined based on market yields for similar convertible notes as of December 31, 2020. The Company considers the fair value of the Notes to be a Level 2 measurement due to the limited inputs available for its fair valuation. Nonrecurring fair value measurements of assets: Nonrecurring fair value measurements include impairment tests of goodwill conducted by the Company during the years ended December 31, 2021 and 2020. The fair value determination of the Company's reporting units was based on a combination of the income approach, using DCF model, which are Level 3 inputs, and also the market approach, as applicable, using market multiples for reporting units, which are Level 2 inputs. During the years ended December 31, 2021 and 2020, the Company did no t recognize any impairment charges on goodwill as the fair values of the reporting units exceeded their carrying value. Refer to Note 9 - Business Combinations, Goodwill and Intangible Assets to the consolidated financial statements for further details. During the year ended December 31, 2019, the Company conducted impairment tests of its long-lived assets and ROU assets related to its Health Integrated business. The fair value determination for ROU assets was based on third party quotes, which are Level 2 inputs, and for other long-lived assets, it was based on Company’s internal assessment, which are Level 3 inputs. During the year ended December 31, 2019, the Company recognized impairment charges on long-lived assets and ROU assets to write down the carrying value to their fair values. Refer to Note 8 - Property and Equipment, net and Note 20 - Leases to the consolidated financial statements for further details. 16. Derivatives and Hedge Accounting The Company uses derivative instruments and hedging transactions to mitigate exposure to foreign currency fluctuation risks associated with forecasted transactions denominated in certain foreign currencies so as to minimize earnings and cash flow volatility associated with changes in foreign currency exchange rates. The Company’s derivative financial instruments are largely forward foreign exchange contracts that are designated as effective hedges and that qualify as cash flow hedges under ASC 815. The Company had outstanding cash flow hedges totaling $ 514,580 as of December 31, 2021 and $ 451,935 as of December 31, 2020. Changes in the fair value of these cash flow hedges are recorded as a component of accumulated other comprehensive income/(loss), net of tax, until the hedged transactions occurs. The resultant foreign exchange gain/(loss) upon settlement of these cash flow hedges is recorded along with the underlying hedged item in the same line of consolidated statements of income as a part of “Cost of revenues,” “General and administrative expenses,” “Selling and marketing expenses,” and “Depreciation and amortization expense,” as applicable. The Company evaluates hedge effectiveness at the time a contract is entered into as well as on an ongoing basis. For hedging positions that are discontinued because the forecasted transaction is not expected to occur by the end of the originally specified period, any related amounts recorded in equity are reclassified to earnings. The Company estimates that approximately $ 7,345 of derivative gains, net, excluding tax effects, included in AOCI, representing changes in the value of cash flow hedges, could be reclassified into earnings within the next twelve months based F-40 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) on exchange rates prevailing as of December 31, 2021. At December 31, 2021, the maximum outstanding term of the cash flow hedges was 42 months. The Company also enters into foreign currency forward contracts to economically hedge its intercompany balances and other monetary assets and liabilities denominated in currencies other than functional currencies, against the risk of foreign currency fluctuations associated with remeasurement of such assets and liabilities to functional currency. These derivatives do not qualify as fair value hedges under ASC 815. Changes in the fair value of these derivatives are recognized in the consolidated statements of income and are included in the foreign exchange gain/ (loss) line item. The Company’s primary exchange rate exposure is with the Indian rupee, the U.K. pound sterling (GBP) and the Philippine peso. The Company also has exposure to Colombian pesos (COP), Czech koruna, the Euro (EUR), South African ZAR, the Australian dollar (AUD) and other local currencies in which it operates. Outstanding foreign currency forward contracts amounted to USD 134,612 , GBP 6,763 , EUR 1,343 and COP 2,541,902 as of December 31, 2021 and USD 143,394 , GBP 6,753 , EUR 2,447 and COP 8,287,950 as of December 31, 2020. The Company uses forward contracts designated as net investment hedges to hedge the foreign currency risks related to our investments in foreign subsidiaries. Gains and losses on these net investment hedges are recognized in AOCI as part of foreign currency translation adjustments. All of the assets and liabilities related to our foreign exchange forward contracts are subject to master netting arrangements with each individual counterparty. These master netting arrangements generally provide for net settlement of all outstanding contracts with the counterparty in the case of an event of default or a termination event. We have presented all of the assets and liabilities related to our foreign exchange forward contracts on a gross basis, with no offsets, in our consolidated statements of financial position. There is no financial collateral (including cash collateral) provided or received by us related to our foreign exchange forward contracts. The following tables set forth the fair value of the foreign currency exchange contracts and their location on the consolidated financial statements: Derivatives designated as hedging instruments: As of Foreign currency exchange contracts December 31, 2021 December 31, 2020 Other current assets $ 8,669 $ 9,740 Other assets $ 6,307 $ 6,933 Accrued expenses and other current liabilities $ 1,324 $ 176 Other non-current liabilities $ 1,785 $ 29 Derivatives not designated as hedging instruments : As of Foreign currency exchange contracts December 31, 2021 December 31, 2020 Other current assets $ 13 $ 15 Accrued expenses and other current liabilities $ 528 $ 259 The following tables set forth the effect of foreign currency exchange contracts on the consolidated statements of income and accumulated other comprehensive income/(loss) for the years ended December 31, 2021, 2020 and 2019. F-41 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) Year ended December 31, Forward Exchange Contracts: 2021 2020 2019 Unrealized gain recognized in AOCI Derivatives in cash flow hedging relationships $ 4,663 $ 12,665 $ 8,773 Gain recognized in consolidated statements of income Derivatives not designated as hedging instruments $ 196 $ 3,686 $ 3,208 Location and amount of gain/(loss) recognized in consolidated statements of income for cash flow hedging relationships and derivatives not designated as hedging instruments: Year ended December 31, 2021 2020 2019 As per consolidated statements of income Gain on foreign currency exchange contracts As per consolidated statements of income Gain/(loss) on foreign currency exchange contracts As per consolidated statements of income Gain on foreign currency exchange contracts Cash flow hedging relationships Location in consolidated statements of income where gain/(loss) was reclassed from AOCI Cost of revenues $ 690,934 $ 7,785 $ 623,936 $ 1,008 $ 655,490 $ 3,269 General and administrative expenses $ 142,040 $ 948 $ 113,891 $ ( 161 ) $ 126,909 $ 424 Selling and marketing expenses $ 84,306 $ 53 $ 60,123 $ ( 5 ) $ 71,842 $ 46 Depreciation and amortization expense $ 49,132 $ 478 $ 50,462 $ ( 41 ) $ 51,981 $ 212 Total before tax $ 9,264 $ 801 $ 3,951 Income tax benefit/(expense) relating to above $ ( 1,530 ) $ 500 $ ( 1,173 ) Net of tax $ 7,734 $ 1,301 $ 2,778 Derivatives not designated as hedging instruments Location in consolidated statements of income where gain was recognized Foreign exchange gain, net $ 4,313 $ 196 $ 4,432 $ 3,686 $ 3,752 $ 3,208 $ 4,313 $ 196 $ 4,432 $ 3,686 $ 3,752 $ 3,208 Effect of net investment hedges on accumulated other comprehensive income/(loss): Year ended December 31, Amount of loss recognized in AOCI Net investment hedging relationships 2021 2020 2019 Foreign exchange contracts $ 1,134 $ — $ — F-42 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) 17. Borrowings The following tables summarizes the Company’s debt position as of December 31, 2021 and 2020. As of December 31, 2021 As of December 31, 2020 Revolving Credit Facility Total Revolving Credit Facility Notes Total Current portion of long-term borrowings $ 260,016 $ 260,016 $ 25,000 $ — $ 25,000 Long-term borrowings $ — $ — $ 64,000 $ 150,000 $ 214,000 Unamortized debt discount — — — ( 11,236 ) ( 11,236 ) Unamortized debt issuance costs* — — — ( 803 ) ( 803 ) Long-term borrowings $ — $ — $ 64,000 $ 137,961 $ 201,961 Total borrowings $ 260,016 $ 260,016 $ 89,000 $ 137,961 $ 226,961 *Unamortized debt issuance costs for the Company’s revolving Credit Facility of $ 232 and $ 490 as of December 31, 2021 and 2020, respectively, are presented under “Other current assets” and “Other assets,” as applicable in the consolidated balance sheets. Credit Agreement On November 21, 2017, the Company and each of the Company’s wholly owned material domestic subsidiaries entered into a Credit Agreement with certain lenders, and Citibank, N.A. as Administrative Agent (the “Credit Agreement”). The Credit Agreement provides for a $ 200,000 revolving credit facility (the “Credit Facility”) with an option to increase the commitments by up to $ 100,000 , subject to certain approvals and conditions as set forth in the Credit Agreement. The Credit Agreement also includes a letter of credit sub facility. The Credit Facility has a maturity date of November 21, 2022 and is voluntarily pre-payable from time to time without premium or penalty. Borrowings under the Credit Agreement may be used for working capital and general corporate purposes, including permitted acquisitions. On July 2, 2018, the Company exercised its option under the Credit Agreement to increase the commitments by $ 100,000 thereby utilizing the entire revolver under the Credit Facility of $ 300,000 to fund the Company’s July 2018 acquisition of SCIO. Depending on the type of borrowing, loans under the Credit Agreement bear interest at a rate equal to the specified prime rate (alternate base rate) or adjusted LIBO rate, plus, in each case, an applicable margin. The applicable margin is tied to the Company’s total net leverage ratio and ranges from 0 % to 0.75 % per annum with respect to loans pegged to the specified prime rate, and 1.00 % to 1.75 % per annum on loans pegged to the adjusted LIBO rate. The revolving credit commitments under the Credit Agreement are subject to a commitment fee which is also tied to the Company’s total net leverage ratio, and ranges from 0.15 % to 0.30 % per annum on the average daily amount by which the aggregate revolving commitments exceed the sum of outstanding revolving loans and letter of credit obligations. The revolving Credit Facility carried an effective interest rate as shown below. Year ended December 31, 2021 2020 2019 Effective Interest Rate 1.7 % 2.3 % 4.0 % Obligations under the Credit Agreement are guaranteed by the Company’s material domestic subsidiaries and are secured by all or substantially all of the assets of the Company and its material domestic subsidiaries. The Credit Agreement contains customary affirmative and negative covenants, including, but not limited to, restrictions on the ability to incur indebtedness, create liens, make certain investments, make certain dividends and related distributions, enter into, or undertake, certain liquidations, mergers, consolidations or acquisitions and dispose of assets or subsidiaries. In addition, the Credit Agreement contains a covenant to not permit the interest coverage ratio (the ratio of EBITDA to cash interest expense) or the total net leverage ratio (total funded indebtedness, less unrestricted domestic cash and cash equivalents not to exceed $ 50,000 to EBITDA) for the four consecutive quarter period ending on the last day of each fiscal quarter, to be less than 3.5 to 1.0 or more F-43 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) than 3.0 to 1.0, respectively. As of December 31, 2021, the Company was in compliance with all financial and non-financial covenants listed under the Credit Agreement. The Company entered into a second amendment and a third amendment (the “Amendments”) to its Credit Agreement, as amended, among the Company, as borrower, with certain lenders, and Citibank, N.A. as Administrative Agent to, among other things, permit the issuance by the Company of the convertible notes, and settlement upon maturity or conversion thereof, in accordance with the Investment Agreement, the indenture dated as of October 4, 2018 and the other documents entered into in connection therewith and the change in definition of restricted payments in connection with the Company’s share-buyback plan. Convertible Senior Notes On October 1, 2018, the Company entered into an investment agreement (the “Investment Agreement”) with Orogen Echo LLC (the “Purchaser”), an affiliate of The Orogen Group LLC, relating to the issuance to the Purchaser of $ 150,000 , in an aggregate principal amount of the Notes. The transactions contemplated by the Investment Agreement, including the issuance of the Notes, closed on October 4, 2018. The Notes carried interest at a rate of 3.5 % per annum, payable semi-annually in arrears in cash on April 1 and October 1 of each year. The Notes were convertible at an initial conversion rate of 13.3333 shares of the common stock per one thousand dollar principal amount of the Notes (which represented an initial conversion price of approximately $ 75 per share). The Company had the option to redeem the principal amount of the Notes, at its option, in whole but not in part, at a purchase price equal to the principal amount plus accrued and unpaid interest on or after October 1, 2021, if the closing sale price of the common stock exceeded 150 % of the then-current conversion price for 20 or more trading days in the 30 consecutive trading day period preceding the Company’s exercise of this redemption right (including the trading day immediately prior to the date of the notice of redemption). The Company had the option to elect to settle conversions of the Notes by paying or delivering, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock. The Notes carried an effective interest rate as shown below: Year ended December 31, 2021 2020 2019 Effective Interest Rate 3.6 % 3.6 % 3.6 % On August 27, 2021, the Company entered into a Payoff and Termination Agreement (the “Payoff and Termination Agreement”) with the Purchaser, pursuant to which the Company prepaid and settled its outstanding obligations under the Notes for an aggregate consideration of $ 236,742 , excluding accrued and unpaid interest under the Notes calculated through, and including, August 26, 2021, in the form of a combination of cash and shares of the Company’s common stock. As a result, the Company made a cash payment of $ 200,000 to the Purchaser and satisfied the remainder of the obligation under the Notes by issuing to the Purchaser 310,394 shares of the Company’s common stock calculated at $ 118.37 per share based on a 20 -day volume weighted average price ending on, and including, August 26, 2021. The Company satisfied the cash payment obligation under the Payoff and Termination Agreement by drawing $ 200,000 from its existing revolving Credit Facility, and the Company’s common stock was issued from its existing treasury shares. Refer to Note 18 - Capital Structure to the consolidated financial statements for further details. The aggregate consideration of $ 236,742 was allocated between the debt and equity components in an amount of $ 152,742 and $ 84,000 , respectively. The consideration was first allocated to the fair value of debt component and the remaining was allocated to the equity component. The fair value of the debt component was calculated using a discounted cash flow technique, which considered debt issuances with similar features of the Company’s debt, without the conversion feature. The resulting effective interest rate for the Notes was 2.9 % per annum at the time of settlement. The portion allocated to the equity component was recorded as additional paid-in capital. Immediately prior to the settlement of the Notes, the carrying amount of the debt component of the Notes, net of unamortized debt discount and issuance costs, was $ 139,897 . During the year ended December 31, 2021, the Company recognized a loss on settlement of the Notes of $ 12,845 , representing the difference between the fair value of the consideration allocated to the debt component and the carrying value of the debt component immediately before settlement, and is presented as “Loss on settlement of convertible notes,” in the Company’s consolidated statements of income. During the years ended December 31, 2021, 2020 and 2019, the Company recognized interest expense and amortization of debt discount on the Notes as below: F-44 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) Year ended December 31, 2021 2020 2019 Interest expense on the Notes $ 3,442 $ 5,250 $ 5,206 Amortization of debt discount on the Notes $ 1,795 $ 2,616 $ 2,472 Expected payments for all of the Company's borrowings as of December 31, 2021 were as follows: Revolving Credit Facility Interest payments 2022 $ 260,016 $ 2,510 Letters of Credit In the ordinary course of business, the Company provides standby letters of credit to third parties primarily for facility leases. As of December 31, 2021 and 2020, the Company had outstanding letters of credit of $ 461 , each, that were not recognized in the consolidated balance sheets. 18. Capital Structure Common Stock The Company has one class of common stock outstanding. The Company purchased shares of common stock from employees in connection with withholding tax payments related to the vesting of restricted stock units and performance-based restricted stock units, as below: Shares repurchased Total consideration Weighted average purchase price per share (1) Twelve months ended December 31, 2021 31,309 $ 2,752 $ 87.90 Twelve months ended December 31, 2020 28,052 $ 2,131 $ 75.96 Twelve months ended December 31, 2019 23,859 $ 1,490 $ 62.47 On December 16, 2019, the Company’s Board of Directors authorized a $ 200,000 common stock repurchase program beginning January 1, 2020 through December 31, 2022 (the “2019 Repurchase Program”). On October 5, 2021, the Company’s Board of Directors authorized a $ 300,000 common stock repurchase program beginning January 1, 2022 (the “2022 Repurchase Program”), and terminated the 2019 Repurchase Program on December 31, 2021. Under the 2022 Repurchase Program and 2019 Repurchase Program, shares may be purchased by the Company from time to time from the open market and through private transactions, or otherwise, as determined by the Company’s management as market conditions warrant. Repurchases may be discontinued at any time by the management. The Company purchased shares of its common stock, including commissions, under repurchase programs, as below: Shares repurchased Total consideration Weighted average purchase price per share (1) Twelve months ended December 31, 2021 1,087,325 $ 115,605 $ 106.32 Twelve months ended December 31, 2020 1,085,153 $ 77,818 $ 71.71 Twelve months ended December 31, 2019 643,486 $ 39,874 $ 61.96 F-45 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) (1) The weighted average purchase price per share was the closing price of the Company's share of common stock on the Nasdaq Global Select Market on the trading day prior to the vesting date of the shares of restricted stock. Repurchased shares have been recorded as treasury shares and will be held until the Company’s Board of Directors designates that these shares be retired or used for other purposes. In connection with the settlement of the Notes, the Company issued to the Purchaser 310,394 shares of the Company's common stock. This common stock was issued from the Company’s existing treasury shares. The excess of issuance price of the Company’s treasury stock over its weighted average cost was recognized in additional paid-in-capital. Dividends The Company has not paid or declared any cash dividends on its common stock during the years ended December 31, 2021, 2020 and 2019. The Company’s line of credit with a bank could restrict, the Company’s ability to declare or make any dividends or similar distributions. 19. Employee Benefit Plans The Company’s Gratuity Plan in India (the "India Plan") provides for a lump sum payment to vested employees on retirement or upon termination of employment in an amount based on the respective employee’s salary and years of employment with the Company. In addition, the Company’s subsidiary operating in the Philippines conforms to the minimum regulatory benefit, which provide for lump sum payment to vested employees on retirement from employment in an amount based on the respective employee’s salary and years of employment with the Company (the "Philippines Plan"). Liabilities with regard to the India Plan and the Philippines Plan are determined by actuarial valuation using the projected unit credit method. Current service costs for these Plans are accrued in the year to which they relate. Actuarial gains or losses or prior service costs, if any, resulting from amendments to the plans are recognized and amortized over the remaining period of service of the employees. The benefit obligation has been measured as of December 31, 2021. The following table sets forth the activity and the funded status of the Gratuity Plans and the amounts recognized in the Company’s consolidated financial statements at the end of the relevant periods: Change in projected benefit obligation, was as follows: 2021 2020 Projected benefit obligation as of January 1 $ 20,466 $ 15,311 Service cost 3,512 2,706 Interest cost 929 964 Benefits paid ( 1,844 ) ( 878 ) Acquisition adjustments 209 — Actuarial loss* 539 2,425 Effect of exchange rate changes ( 540 ) ( 62 ) Projected benefit obligation as of December 31 $ 23,271 $ 20,466 Unfunded amount-non-current $ 9,604 $ 8,940 Unfunded amount-current 62 14 Total accrued liability $ 9,666 $ 8,954 Accumulated benefit obligation $ 14,794 $ 12,490 Accumulated benefit obligation in excess of plan assets $ 1,189 $ 978 *During the year ended December 31, 2021, actuarial loss was driven by experience adjustments on present value of benefit obligations offset by changes in actuarial assumptions. During the year ended December 31, 2020, actuarial loss was driven by changes in actuarial assumptions, offset by experience adjustments on present value of benefit obligations. F-46 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) Components of net periodic benefit costs, were as follows: Year ended December 31, 2021 2020 2019 Service cost $ 3,512 $ 2,706 $ 1,953 Interest cost 929 964 875 Expected return on plan assets ( 796 ) ( 636 ) ( 568 ) Amortization of actuarial (gain)/loss, gross of tax 709 394 ( 159 ) Net gratuity cost $ 4,354 $ 3,428 $ 2,101 Income tax effects on amortization of actuarial (gain)/loss ( 204 ) ( 127 ) 16 Amortization of actuarial (gain)/loss, net of tax $ 505 $ 267 $ ( 143 ) The components of actuarial gain/(loss) on retirement benefits included in accumulated other comprehensive income/(loss), excluding tax effects, were as follows: As of December 31, 2021 2020 2019 Net actuarial loss $ ( 3,624 ) $ ( 3,772 ) $ ( 1,762 ) Net prior service cost ( 12 ) ( 15 ) ( 18 ) Accumulated other comprehensive income/(loss), excluding tax effects $ ( 3,636 ) $ ( 3,787 ) $ ( 1,780 ) The weighted average actuarial assumptions used to determine benefit obligations and net gratuity cost were: December 31, 2021 2020 2019 Discount rate 5.6 % 4.6 % 6.5 % Rate of increase in compensation levels 7.6 % 7.1 % 6.0 % Expected long-term rate of return on plan assets per annum 6.8 % 7.0 % 7.5 % The Company evaluates these assumptions annually based on its long-term plans of growth and industry standards. The discount rates are either based on current market yields on government securities or yields on government securities adjusted for a suitable risk premium, if available. Expected benefit payments during the year ending December 31, 2022 $ 3,165 2023 $ 2,979 2024 $ 2,738 2025 $ 2,464 2026 $ 2,162 2027 to 2031 $ 8,006 The India Plan is partially funded whereas the Philippines plan is unfunded. The Company makes annual contributions to the employees' gratuity fund of the India Plan established with Life Insurance Corporation of India and HDFC Standard Life Insurance Company. Fund managers manage these funds and calculate the annual contribution required to be made by the Company and manage the India Plan, including any required payouts. These funds are managed on a cash accumulation basis F-47 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) and interest is declared retrospectively on March 31 of each year. The Company earned a return of approximately 6.7 % per annum on the India Plan for the year ended December 31, 2021. Change in Plan Assets Plan assets at January 1, 2020 $ 8,784 Actual return 661 Employer contribution 3,099 Benefits paid* ( 869 ) Effect of exchange rate changes ( 163 ) Plan assets at December 31, 2020 $ 11,512 Actual return 777 Employer contribution 3,361 Benefits paid* ( 1,835 ) Effect of exchange rate changes ( 210 ) Plan assets at December 31, 2021 $ 13,605 * Benefits payments were substantially made from the plan assets during the year. The Company maintains several 401(k) plans (the “401(k) Plans”) under Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”), covering all eligible employees, as defined in the Code as a defined contribution plan. The Company may make discretionary contributions of up to a maximum of 4.0 % of employee compensation within certain limits. The Company's accrual for contributions to the 401(k) Plans were as follows: Year ended December 31, 2021 2020 2019 Contribution to the 401(k) Plans $ 3,693 $ 3,577 $ 3,617 The Company's contribution for various defined benefit plans on behalf of employees in India, the Philippines, the Czech Republic, South Africa, Canada, Colombia, Australia and Singapore were as follows: Year ended December 31, 2021 2020 2019 Contribution to the defined benefit plans $ 16,340 $ 11,332 $ 10,614 20. Leases The Company conducts its operations using facilities leased under operating lease agreements that expire at various dates. The Company finances its use of certain motor vehicles and other equipment under various lease arrangements provided by financial institutions. The lease agreements do not contain any covenants to impose any restrictions except for market-standard practice for similar lease arrangements. The Company had performed an evaluation of its contracts with suppliers in accordance with Topic 842, Leases , and had determined that, except for leases for office facilities, motor vehicles and other equipment as described above, none of the Company’s contracts contain a lease. In assessment of the lease term, the Company considers the extension option as part of its lease term for those lease arrangements where the Company is reasonably certain of availing the extension option. As part of the Company’s effort to moderate the impact of COVID-19, the Company continued to evaluate its office facilities to determine where it can exit, consolidate, or otherwise optimize its use of office space. During the years ended December 31, 2021 and 2020, the Company changed the lease term for certain of its leases and recognized the resultant amount of the remeasurement of the lease liability as an adjustment to the ROU assets. F-48 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) The impact of COVID-19 on the economic environment is uncertain and has caused variability in the determination of the incremental borrowing rate and extension option, which have an impact on measurement of lease liabilities and ROU assets. Supplemental balance sheet information As of December 31, 2021 December 31, 2020 Operating Lease Operating lease right-of-use assets $ 76,692 $ 91,918 Operating lease liabilities – Current $ 18,487 $ 18,894 Operating lease liabilities – Non-current 68,506 84,874 Total operating lease liabilities $ 86,993 $ 103,768 Finance Lease Property and equipment, gross $ 2,685 $ 1,853 Accumulated depreciation ( 2,339 ) ( 1,382 ) Property and equipment, net $ 346 $ 471 Finance lease liabilities – Current $ 141 $ 229 Finance lease liabilities – Non-current 229 281 Total finance lease liabilities $ 370 $ 510 Finance lease liabilities are presented as a part of “Accrued expenses and other current liabilities” and “Other non-current liabilities,” as applicable, in the Company’s consolidated balance sheets. The components of lease cost, which are included in the Company's consolidated statements of income, are as follows: Lease cost Year ended December 31, 2021 Year ended December 31, 2020 Finance lease: Amortization of right-of-use assets $ 188 $ 235 Interest on lease liabilities 63 81 $ 251 $ 316 Operating lease (a) 26,326 27,146 Variable lease costs 7,621 8,496 $ 33,947 $ 35,642 Total lease cost $ 34,198 $ 35,958 (a) Includes short-term leases, which are immaterial. F-49 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) Supplemental cash flow and other information related to leases are as follows: Year ended December 31, 2021 Year ended December 31, 2020 Cash payments for amounts included in the measurement of lease liabilities : Operating cash outflows for operating leases $ 25,674 $ 26,589 Operating cash outflows for finance leases $ 63 $ 81 Financing cash outflows for finance leases $ 201 $ 249 Right-of-use assets obtained in exchange for new operating lease liabilities $ 4,547 $ 18,765 Right-of-use assets obtained in exchange for new finance lease liabilities $ 71 $ 45 Weighted-average remaining lease term (in years) Finance lease 2.1 years 1.8 years Operating lease 5.8 years 6.3 years Weighted-average discount rate Finance lease 14.5 % 10.5 % Operating lease 7.2 % 7.4 % The Company determines the incremental borrowing rate by adjusting the benchmark reference rates, with appropriate financing spreads applicable to the respective geographies where the leases were entered and lease specific adjustments for the effects of collateral. During the years ended December 31, 2021 and 2020, the Company modified certain of its operating leases resulting in a reduction of its lease liabilities by $ 2,917 and $ 3,143 respectively, with a corresponding reduction in ROU assets. As of December 31, 2021, the Company did not have any significant leases that have not yet commenced but that create significant rights and obligations for the Company. During the years ended December 31, 2021 and 2020, the Company recognized nil impairment on ROU assets. During the year ended December 31, 2019, the Company recognized an impairment charge on ROU assets related to its Health Integrated business of $ 1,449 , to write down the carrying value of operating lease right-of-use assets to its fair value. This impairment charge was recorded in the consolidated statements of income under “Impairment and restructuring charges.” Maturities of lease liabilities as of December 31, 2021 were as follows: Operating Leases Finance Leases 2022 $ 24,020 $ 185 2023 22,666 147 2024 17,745 72 2025 10,741 34 2026 8,395 17 2027 and thereafter 25,198 — Total lease payments $ 108,765 $ 455 Less: Imputed interest 21,772 85 Present value of lease liabilities $ 86,993 $ 370 F-50 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) Maturities of lease liabilities as of December 31, 2020 were as follows: Operating Leases Finance Leases 2021 $ 25,829 $ 262 2022 24,316 194 2023 22,066 114 2024 17,084 36 2025 9,749 11 2026 and thereafter 34,334 — Total lease payments $ 133,378 $ 617 Less: Imputed interest 29,610 107 Present value of lease liabilities $ 103,768 $ 510 21. Income Taxes The components of income/(loss) before income taxes consist of the following: Year ended December 31, 2021 2020 2019 Domestic $ 43,759 $ 30,893 $ ( 16,685 ) Foreign 102,802 84,436 99,785 $ 146,561 $ 115,329 $ 83,100 Income tax expense/(benefit) consists of the following: Year ended December 31, 2021 2020 2019 Current provision: Domestic $ 18,532 $ 7,946 $ 10,823 Foreign 33,644 14,983 16,694 $ 52,176 $ 22,929 $ 27,517 Deferred provision/(benefit): Domestic $ ( 15,954 ) $ 1,343 $ ( 13,912 ) Foreign ( 4,372 ) 1,354 1,567 $ ( 20,326 ) $ 2,697 $ ( 12,345 ) Income tax expense $ 31,850 $ 25,626 $ 15,172 F-51 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) Income taxes (deferred) recognized in AOCI were as follows: Year ended December 31, 2021 2020 2019 Deferred taxes benefit / (expense) recognized on: Unrealized gain on cash flow hedges $ ( 2,308 ) $ ( 1,663 ) $ ( 1,564 ) Reclassification adjustment for cash flow hedges 1,530 ( 500 ) 1,173 Retirement benefits (incl. effects of tax rate changes) 194 935 312 Reclassification adjustment for retirement benefits ( 204 ) ( 127 ) 16 Foreign currency translation gain/(loss) 3,016 1,946 ( 644 ) Total income tax benefit / (expense) recognized in AOCI $ 2,228 $ 591 $ ( 707 ) The effective income tax rate differs from the amount computed by applying the U.S. federal statutory income tax rate to income before income taxes approximately as follows: Year ended December 31, 2021 2020 2019 Expected tax expense $ 30,777 $ 24,219 $ 17,451 Impact of tax holiday — ( 757 ) ( 5,920 ) Foreign tax rate differential 1,127 ( 1,991 ) 1,660 Deferred tax provision 350 2,888 3,026 Unrecognized tax benefits and interest 161 6 174 State taxes, net of Federal taxes 4,968 3,242 2,137 Non-deductible expenses 3,165 1,467 1,329 Excess tax benefit on stock-based compensation ( 3,651 ) ( 2,378 ) ( 2,306 ) Research and development credits ( 1,727 ) ( 918 ) ( 1,650 ) Prior period items ( 931 ) ( 182 ) ( 143 ) Benefit on settlement of convertible notes ( 2,411 ) — — Others 22 30 ( 586 ) Tax expense $ 31,850 $ 25,626 $ 15,172 The effective tax rate decreased from 22.2 % during the year ended December 31, 2020 to 21.7 % during the year ended December 31, 2021. The Company recorded income tax expense of $ 31,850 and $ 25,626 for the years ended December 31, 2021 and 2020, respectively. The increase in income tax expense was primarily as a result of higher profit during the year ended December 31, 2021, compared to the year ended December 31, 2020, increase in state taxes and increase in non-deductible expense during the year ended December 31, 2021, partially offset by (i) the recording of higher excess tax benefits related to stock awards of $ 3,651 pursuant to ASU No. 2016-09 during the year ended December 31, 2021, compared to $ 2,378 during the year ended December 31, 2020, and (ii) the recording of a one-time deferred tax benefit of $ 2,411 on settlement of the Notes during the year ended December 31, 2021. During the year 2018, the Company made an election to change the tax status of most of its controlled foreign corporations (“CFC”) to disregarded entities for U.S. income tax purposes. As a result, the Company no longer has undistributed earnings in connection with these CFCs. The Transition Tax resulted in previously taxed income (“PTI”) which may be subject to withholding taxes and currency gains or losses upon repatriation. The Company periodically evaluates opportunities to repatriate PTI held by its foreign subsidiaries to fund its operations in the United States and other geographies, and as and when it decides to repatriate such PTI, it may have to accrue additional taxes in accordance with local tax laws, rules and regulations in the relevant foreign jurisdictions. The Company has adopted an accounting policy to treat Global Intangible Low-Taxed Income (“GILTI”) as a period cost. F-52 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) During the year ended December 31, 2021, the Company repatriated to the United States $ 66,000 (net of $ 3,494 withholding taxes) from India and $ 42,500 (net of $ 7,494 withholding taxes) from the Philippines. As of December 31, 2021, the Company’s deferred tax assets includes $ 10,988 of withholding taxes associated with these distributions. These distributions do not constitute a change in the Company’s permanent reinvestment assertion. The Company bases its decision to continue to indefinitely reinvest earnings in India and the Philippines on its estimate of the working capital required to support its operations in these geographies and periodically reviews its capital initiatives to support and expand the Company’s global operations, as well as whether there exists an economically viable rate of return on its investments made in India and the Philippines as compared to those made in the United States. The Company has benefitted from a corporate tax holiday in the Philippines for our operations centers established there over the last several years. The tax holiday expired for few of the Company’s operations centers in the last few years and will expire for other operations centers by year 2022, which may lead to an increase in the Company’s overall tax rate. Following the expiry of the tax exemption, income generated from operations centers in the Philippines will be taxed at the prevailing annual tax rate, which is currently 5.0 % on gross income. The diluted earnings per share effect of the tax holiday is nil , $ 0.02 and $ 0.17 for the years ended December 31, 2021, 2020 and 2019, respectively. The components of the deferred tax balances as of December 31, 2021 and 2020 are as follows: As of December 31, 2021 December 31, 2020 Deferred tax assets: Tax credit carryforward $ 16,236 $ — Depreciation and amortization expense 10,722 9,710 Stock-based compensation 10,760 9,383 Accrued employee costs and other expenses 13,264 12,208 Net operating loss carryforwards 2,057 2,042 Unrealized exchange loss 408 391 Deferred rent 4,454 4,782 Others 642 281 $ 58,543 $ 38,797 Valuation allowance ( 188 ) ( 188 ) Deferred tax assets $ 58,355 $ 38,609 Deferred tax liabilities: Unrealized exchange gain $ 5,840 $ 2,668 Intangible assets 28,119 19,720 Unamortized discount on convertible notes — 2,753 Others 3,957 6,566 Deferred tax liabilities $ 37,916 $ 31,707 Net deferred tax assets $ 20,439 $ 6,902 Deferred tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between the financial statement carrying values of assets and liabilities and their respective tax bases and operating loss carry forwards. As of December 31, 2021 and 2020, the Company performed an analysis of the deferred tax asset valuation allowance for its net operating loss carryforwards for its domestic and foreign entities. Based on this analysis, the Company continues to carry a valuation allowance of $ 188 on the deferred tax assets on certain net operating loss carryforwards, as of December 31, 2021 and 2020. F-53 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) The Company’s income tax expense also includes the impact of provisions established for uncertain income tax positions determined in accordance with ASC 740. Tax exposures can involve complex issues and may require an extended resolution period. Although the Company believes that it has adequately reserved for its uncertain tax positions, no assurance can be given that the final tax outcome of these matters will not be different. The Company adjusts these reserves in light of changing facts and circumstances, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters differs from the amounts recorded, such differences will impact the income tax expense in the period in which such determination is made. The following table summarizes the activity related to the unrecognized tax benefits for the years ended December 31, 2021, 2020 and 2019. 2021 2020 2019 Balance as of January 1 $ 907 $ 1,047 $ 804 Decreases/(increases) related to prior year tax positions ( 12 ) — 69 Decreases related to prior year tax positions — ( 324 ) ( 156 ) Increases related to current year tax positions 173 184 330 Balance as of December 31 $ 1,068 $ 907 $ 1,047 The unrecognized tax benefits as of December 31, 2021 of $ 1,068 , if recognized, would impact the effective tax rate. As of December 31, 2021 and 2020, the Company has no t accrued interest and penalties relating to unrecognized tax benefits. 22. Stock Based Compensation On June 15, 2018, at the Company’s 2018 Annual Meeting of Stockholders, the Company's stockholders approved the 2018 Omnibus Incentive Plan, which among other things, reserves 3,175,000 shares of the Company’s common stock for grants of awards under the 2018 Omnibus Incentive Plan. As of December 31, 2021, the Company had 1,777,687 shares available for grant under the 2018 Omnibus Incentive Plan (includes 120,440 shares against vested performance-based restricted stock units for which the underlying common stock was issued subsequent to December 31, 2021). Under the 2018 Omnibus Incentive Plan, the Compensation Committee (the “Committee”) may grant awards of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, stock bonus awards, performance based compensation awards (including cash bonus awards and market condition based awards) or any combination of the foregoing. The Committee determines which employees are eligible to receive the equity awards, the number of equity awards to be granted, the exercise price, the vesting period and the exercise period. The vesting period for the equity award issued is determined on the date of the grant and is non-transferable during the life of the equity award. The majority of options expire within ten years from the date of grant. Restricted stock units generally vest proportionally over a period of four years from the date of grant, unless specified otherwise. The Company applies the provisions of ASC 718, Compensation - Stock Compensation , to account for its stock based compensation. Under the provisions of this guidance, the estimated fair value of stock-based awards granted under stock incentive plans is recognized as compensation expense based on straight-line method over the requisite service period, which is generally the vesting period. The following costs by nature of function related to the Company’s stock-based compensation plan are included in the consolidated statements of income: F-54 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) Year ended December 31, 2021 2020 2019 Cost of revenues $ 7,871 $ 6,300 $ 5,895 General and administrative expenses 16,396 11,009 10,012 Selling and marketing expenses 14,354 10,926 10,163 Total $ 38,621 $ 28,235 $ 26,070 Income tax benefit related to share-based compensation, including excess tax benefits $ 9,424 $ 8,330 $ 7,986 Stock Options The fair value of each stock option granted to employees is estimated on the date of grant using the Black-Scholes option-pricing model. The Company does not anticipate paying any cash dividends in the foreseeable future and therefore uses an expected dividend yield of zero in the option valuation model. All stock-based payment awards are amortized on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. The Company accounts for the forfeitures as and when the actual forfeitures occur. Stock option activity under the Company’s stock-based compensation plans is shown below: Number of Options Weighted- Average Exercise Price Aggregate Intrinsic Value Weighted- Average Remaining Contractual Life (Years) Outstanding at December 31, 2020 31,265 $ 25.43 $ 1,866 1.9 Granted — — — — Exercised ( 28,172 ) 25.19 2,475 — Forfeited — — — — Outstanding at December 31, 2021 3,093 $ 27.62 $ 362 2.0 Vested and exercisable at December 31, 2021 3,093 $ 27.62 $ 362 2.0 The unrecognized compensation cost for unvested options as of December 31, 2021 was $ nil . The Company did not grant any options during the years ended December 31, 2021, 2020 and 2019. The aggregate intrinsic value of options exercised during the years ended December 31, 2021, 2020 and 2019 was $ 2,475 , $ 3,488 and $ 3,187 , respectively. The following table summarizes the status of the Company’s stock options outstanding, vested and exercisable at December 31, 2021: Options Outstanding, Vested and Exercisable Range of Exercise Prices Shares Weighted-Average Exercise Price $ 25.01 to $ 28.00 3,093 $ 27.62 Year ended December 31, 2021 2020 2019 Cash received from options exercised during the year $ 710 $ 1,501 $ 986 Restricted Stock Units F-55 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) The Committee is authorized to award restricted stock units to participants. The Committee establishes the terms, conditions and restrictions applicable to each award of restricted stock units, including the time or times at which restricted stock units will be granted or vested and the number of units to be covered by each award. The terms and conditions of each restricted stock award will be reflected in a restricted stock unit agreement. Any cash or in-kind dividends paid with respect to unvested shares of restricted stock units are withheld by the Company and paid to the holder of such shares of restricted stock, without interest, only if and when such shares of restricted stock units vest. Any unvested shares of restricted stock units are immediately forfeited without consideration upon the termination of holder’s employment with the Company or its affiliates. Accordingly, the Company’s unvested restricted stock units do not include non-forfeitable rights to dividends or dividend equivalents and are therefore not considered as participating securities for purposes of earnings per share calculations pursuant to the two-class method. Restricted stock unit activity under the Company’s stock-based compensation plans is shown below: Restricted Stock Units Number Weighted- Average Fair Value Outstanding at December 31, 2020 ** 903,666 $ 67.84 Granted 550,690 91.23 Vested* ( 372,519 ) 64.01 Forfeited ( 99,650 ) 75.68 Outstanding at December 31, 2021 ** 982,187 $ 81.61 * Includes 18,904 and 14,368 restricted stock units vested during the years ended December 31, 2021 and 2020, respectively, for which the underlying common stock is yet to be issued. ** As of December 31, 2021 and 2020, restricted stock units vested for which the underlying common stock is yet to be issued are 162,481 and 181,638 , respectively. The fair value of restricted stock units is generally the market price of the Company’s shares on the date of grant. As of December 31, 2021, unrecognized compensation cost of $ 57,897 is expected to be expensed over a weighted average period of 2.5 years. The weighted-average fair value of restricted stock units granted was as follows: Year ended December 31, 2021 2020 2019 Weighted-average fair value $ 91.23 $ 76.99 $ 64.29 The total grant date fair value of restricted stock units vested was as follows: Year ended December 31, 2021 2020 2019 Total grant date fair value $ 23,845 $ 20,072 $ 22,084 Performance Based Stock Awards Under the 2018 Plan, the Company grants performance-based restricted stock units (“PRSUs”) to executive officers and other specified employees. Generally the grants provide that 50 % of the PRSUs cliff vest at the end of a three-year period based on an aggregated revenue target for a three year period (“PUs”). The remaining 50 % is based on a market condition that is contingent on the Company's meeting the total shareholder return relative to a group of peer companies specified under the F-56 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) program measured over a three-year performance period. During the year ended December 31, 2021, the Company granted PRSUs that cliff vest at the end of a three year period based only on a market condition stated above. The award recipient may earn up to two hundred percent ( 200 %) of the PRSUs granted based on the actual achievement of targets. However, the features of the equity incentive compensation program are subject to change by the Compensation Committee of our Board of Directors. The fair value of each PU is determined based on the market price of one common share on a day prior to the date of grant, and the associated stock compensation expense is calculated on the basis that performance targets at 100 % are probable of being achieved. The stock compensation expense for the PUs is recognized on a straight-line basis over the service period, which is through the end of the third year. Over this period, the number of shares that will be issued are adjusted upward or downward based upon the probability of achievement of the performance targets. The final number of shares issued and the related compensation cost recognized as an expense is based on a comparison of the final performance metrics to the specified targets. The grant date fair value for the MUs is determined using a Monte Carlo simulation model and the related stock compensation expense is expensed on a straight-line basis over the vesting period. The stock compensation expense related to the MUs is recognized once the requisite performance period is fulfilled regardless of the extent of the market condition achieved. The Monte Carlo simulation model simulates a range of possible future stock prices and estimates the probabilities of the potential payouts. This model also incorporates the following ranges of assumptions: • The historical volatilities are used over the most recent three-year period for the components of the peer group. • The risk-free interest rate is based on the U.S. Treasury rate assumption commensurate with the three-year performance period. • Since the plan stipulates that the awards are based upon the TSR of the Company and the components of the peer group, it is assumed that the dividends get reinvested in the issuing entity on a continuous basis. • The correlation coefficients are used to model the way in which each entity tends to move in relation to each other are based upon the price data used to calculate the historical volatilities. The fair value of each MU granted to employees is estimated on the date of grant using the following weighted average assumptions: Year ended December 31, 2021 2020 2019 Dividend yield — — — Expected life (years) 2.9 2.9 2.9 Risk free interest rate for expected life 0.53 % 3.85 % 2.46 % Volatility for expected life 65.24 % 34.30 % 20.52 % F-57 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) Performance restricted stock unit activity under the Company’s stock plans is shown below: Revenue Based PRSUs Market Condition Based PRSUs Number Weighted Average Fair Value Number Weighted Average Fair Value Outstanding at December 31, 2020 105,891 $ 72.33 105,869 $ 97.84 Granted — — 121,180 119.80 Adjustment upon final determination of level of performance goal achievement* ( 15,134 ) 64.33 45,189 92.13 Vested ( 30,062 ) 64.33 ( 90,378 ) 92.13 Forfeited ( 1,831 ) 78.34 ( 9,818 ) 116.50 Outstanding at December 31, 2021 58,864 $ 78.29 172,042 $ 113.74 * Represents adjustment of shares vested in respect of PUs and MUs granted in February 2019 upon achievement of the performance targets for such awards for which the underlying common stock was issued subsequent to December 31, 2021. As of December 31, 2021, unrecognized compensation cost of $ 12,964 is expected to be expensed over a weighted average period of 1.7 years. The impact of COVID-19 on the economic environment is uncertain and has caused variability in the estimation of number of performance based restricted stock units that will eventually vest and the related compensation cost to be recognized in the consolidated statements of income. 23. Impairment and Restructuring Charges In March 2020, the Company completed the wind down of the operations of the Health Integrated business, which was reported within the former Healthcare reportable segment. The Healthcare reportable segment was based on segment reporting structure that existed prior to the Company's transition to new segment reporting structure effective January 1, 2020, which resulted in certain changes to its reportable segments. During the year ended December 31, 2019, in connection with the wind down process, the Company recorded pre-tax costs in the consolidated statements of income under “Impairment and restructuring charges,” and paid for the wind down during the years ended December 31, 2020 and 2019. 24. Related Party Disclosures On October 1, 2018, the Company entered into the Investment Agreement with the Purchaser relating to the issuance to the Purchaser of $ 150,000 aggregate principal amount of the Notes. In connection with the investment, Vikram S. Pandit, Chairman and CEO of The Orogen Group LLC (an affiliate of the Purchaser), was appointed to Company’s Board of Directors. The Company settled the Notes on August 27, 2021. Refer to Note 17 - Borrowings to the consolidated financial statements for further details. The principal amount outstanding for the Notes was $ 150,000 as of December 31, 2020, and interest accrued of $ 1,313 as of December 31, 2020, related to the Investment Agreement. The following transactions with the Purchaser were recognized by the Company in connection with the Notes: F-58 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) Year ended December 31 2021 2020 2019 Repayment of Notes in cash $ 200,000 $ — $ — Issuance of shares of the Company's common stock $ 36,742 $ — $ — Interest expense on the Notes $ 3,442 $ 5,250 $ 5,206 25. Commitments and Contingencies Capital Commitments At December 31, 2021 and 2020, the Company had committed to spend approximately $ 8,100 and $ 6,100 under agreements to purchase property and equipment. This amount is net of capital advances paid which are recognized in consolidated balance sheets as “Capital work in progress” under “Property and equipment, net.” Other Commitments Certain units of the Company’s Indian subsidiaries were established as 100 % Export-Oriented units or under the STPI or SEZ scheme promulgated by the Government of India. These units are exempt from customs, central excise duties, and levies on imported and indigenous capital goods, stores, and spares. The Company has undertaken to pay custom duties, service taxes, levies, and liquidated damages payable, if any, in respect of imported and indigenous capital goods, stores and spares consumed duty free, in the event that certain terms and conditions are not fulfilled. The Company believes, however, that these units have in the past satisfied and will continue to satisfy the required conditions. The Company’s operations centers in the Philippines are registered with the Philippine Economic Zone Authority. The registration provides the Company with certain fiscal incentives on the import of capital goods and local purchase of services and materials and requires ExlService Philippines, Inc. to meet certain performance and investment criteria. The Company believes that these centers have in the past satisfied and will continue to satisfy the required criteria. Contingencies Transfer pricing regulations generally require that any controlled intercompany transactions involving related entities be at an arm’s-length price. Accordingly, the Company determines the appropriate transfer prices for transactions among its related entities on the basis of a detailed functional and economic analysis involving benchmarking against transactions among unrelated entities. Tax authorities have jurisdiction to review transfer pricing results, and in the event that they determine that the transfer price applied was not appropriate, the Company may incur additional tax, interest and penalties. The Company is currently involved in transfer pricing disputes with Indian tax authorities regarding transactions with some of its related entities. In addition, the Company and a U.S. subsidiary are engaged in tax litigation with Indian tax authorities regarding a permanent establishment matter. The aggregate amount demanded by Indian tax authorities (net of advance payments) from the Company related to its transfer pricing and other corporate tax issues for tax years 2003 to 2019 and its permanent establishment issues for tax years 2003 to 2006 as of December 31, 2021 and 2020 is $ 34,276 and $ 16,748 , respectively. The Company has made payments and/or provided bank guarantees against these demands in the amounts of $ 7,954 and $ 8,120 , respectively. Amounts paid as deposits in respect of such assessments aggregating to $ 6,172 and $ 6,307 as of December 31, 2021 and 2020, respectively, are included in “Other assets” and amounts deposited for bank guarantees aggregating to $ 1,782 and $ 1,813 as of December 31, 2021 and 2020, respectively, are included in “Restricted cash” in the non-current assets section of the Company’s consolidated balance sheets. Based on the facts underlying the Company’s position and its experience with these types of assessments, the Company believes that its position will more likely than not be sustained upon final examination by the tax authorities based on its technical merits as of the reporting date and accordingly has not accrued any amount with respect to these matters in its consolidated financial statements. It is possible that the Company might receive similar orders or assessments from tax authorities for subsequent years. Accordingly, even if these disputes are resolved, the Indian tax authorities may still serve additional orders or assessments. F-59 Table of Contents EXLSERVICE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued) December 31, 2021 (In thousands, except share and per share amounts) India’s Value Added Tax ("VAT") regime ended in June 2017 and was replaced by the current Goods and Service Tax regime. Pursuant to reviewing the Company’s annual VAT filings, the Indian tax authorities raised aggregate VAT tax demands for tax years 2015 and 2017 in the amount $ 6,387 . Beginning in the first quarter of 2020, the GST authorities began to reject the Company’s GST refunds in the amount of $ 3,322 , and additional refunds may be denied. The Company has filed appeals against these matters and believes that it is more likely than not that upon final examination its position will be sustained based on its technical merits. Accordingly, no reserve has been provided as of December 31, 2021. In February 2019, there was a judicial pronouncement in India with respect to defined social security contribution benefits payments interpreting certain statutory defined contribution obligations of employees and employers. Currently some of the Company's subsidiaries in India are undergoing assessment with the statutory authorities. As of the reporting date, it is unclear whether the interpretation set out in the pronouncement has retrospective application. If applied retrospectively, the interpretation may result in a significant increase in contributions payable by the Company for past periods for certain of its India-based employees. There are numerous interpretative challenges concerning the retrospective application of the judgment. Due to such challenges and a lack of interpretive guidance, and based on legal advice, the Company believes it is currently impracticable to reliably estimate the timing and amount of any payments the Company may be required to make. The Company will continue to monitor and evaluate its position based on future events and developments in this matter for the implications on the financial statements, if any. In September 2020, the Indian Parliament passed various consolidating labor codes, including the Code on Social Security, 2020 (the “Indian Social Security Code”) which aims to rationalize labor laws. The Indian Social Security Code has implications on defined social security contribution plans, provision of certain benefits or facilities to employees at employer’s costs and post-retirement benefits. Most specifically, it broadens the definition of an employee and wages and liberalizes the definition of “continuous period” for the purpose of determining employee benefits, amongst others. However, the rules for the Indian Social Security Code are yet to be published and the effective date from which these changes are applicable is yet to be notified. The Company will complete its evaluation once the subject rules are notified and will give appropriate impact in the financial statements in the period in which, the Indian Social Security Code becomes effective and the related rules to determine the financial impact are published. From time to time, the Company, its subsidiaries, and/or their present officers or directors, on individual basis, may be or have been, named as a defendant in litigation matters, including employment-related claims. The plaintiffs in those cases seek damages, including, where applicable, compensatory damages, punitive damages and attorney’s fees. With respect to pending litigation matters as of the reporting date, the Company believes that the damages amounts claimed in such cases are not meaningful indicators of the potential liabilities of the Company, that these matters are without merit, and that the Company intends to vigorously defend each of them. The outcomes of legal actions are unpredictable and subject to significant uncertainties, and thus it is inherently difficult to determine the likelihood of the Company incurring a material loss or quantification of any such loss. With respect to pending litigation matters as of the reporting date, based on information currently available, including the Company’s assessment of the facts underlying each matter and advice of counsel, the amount or range of reasonably possible losses, if any, cannot be reasonably estimated. Based on the Company’s assessment, including the availability of insurance recoveries, the Company’s management does not believe that currently pending litigation, individually or in aggregate, will have a material adverse effect on the Company’s consolidated financial condition, results of operations or cash flows. F-60