What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-07-29 compared with 2025-04-29 · 416 added, 279 removed, 747 unchanged (48% of the section changed)

3 unchanged sentences

(In thousands, except per share amount and share count)

Notes March 31, 2025 December 31, 2024

Notes June 30, 2025 December 31, 2024

Current assets:

33 unchanged sentences

Common stock, $ 0.001 par value;

400,000,000 shares authorized, 207,758,497 shares issued and 162,683,343 shares outstanding as of March 31, 2025 and 206,510,587 shares issued and 161,801,212 shares outstanding as of December 31, 2024

400,000,000 shares authorized, 207,810,635 shares issued and 161,829,331 shares outstanding as of June 30, 2025 and 206,510,587 shares issued and 161,801,212 shares outstanding as of December 31, 2024

Additional paid-in capital 625,984 588,583

2 unchanged sentences

Total including shares held in treasury 1,906,329 1,716,027

45,075,154 shares as of March 31, 2025 and 44,709,375 shares as of December 31, 2024, held in treasury, at cost

45,981,304 shares as of June 30, 2025 and 44,709,375 shares as of December 31, 2024, held in treasury, at cost

19 ( 845,379 ) ( 786,165 )

5 unchanged sentences

(In thousands, except per share amount and share count)

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

Notes 2025 2024 2025 2024

29 unchanged sentences

(In thousands)

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

Notes 2025 2024 2025 2024

12 unchanged sentences

Total comprehensive income $ 74,404 $ 40,153 $ 152,900 $ 85,520

(1) These are reclassified to net income and are included in cost of revenues, operating expenses and interest expense, as applicable in the unaudited consolidated statements of income.

(1) These are reclassified to net income and are included in revenues, cost of revenues, operating expenses and interest expense, as applicable in the unaudited consolidated statements of income.

(2) These are reclassified to net income and are included in other income, net in the unaudited consolidated statements of income.

3 unchanged sentences

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

For the three months ended March 31, 2025 and 2024

For the three months ended June 30, 2025 and 2024

(In thousands, except share count)

1 unchanged sentence

Notes Shares Amount Shares Amount

Balance as of January 1, 2025 206,510,587 $ 206 $ 588,583 $ 1,281,960 $ ( 154,722 ) ( 44,709,375 ) $ ( 786,165 ) $ 929,862

Balance as of March 31, 2025 207,758,497 $ 207 $ 609,592 $ 1,348,521 $ ( 142,787 ) ( 45,075,154 ) $ ( 803,656 ) $ 1,011,877

Stock issued against stock-based compensation plans 23 52,138 — — — — — — —

1 unchanged sentence

Acquisition of treasury stock 19 — — — — — ( 906,150 ) ( 41,752 ) ( 41,752 )

Excise tax on repurchase of common stock, net of stock issuances 19 — — — — — — 29 29

Other comprehensive income 15 — — — — 8,353 — — 8,353

Net income — — — 66,051 — — — 66,051

Balance as of June 30, 2025 207,810,635 $ 207 $ 625,984 $ 1,414,572 $ ( 134,434 ) ( 45,981,304 ) $ ( 845,379 ) $ 1,060,950

Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income/(loss) Treasury Stock Total

Notes Shares Amount Shares Amount

Balance as of March 31, 2024 204,734,988 $ 204 $ 502,827 $ 1,132,426 $ ( 130,436 ) ( 42,309,378 ) $ ( 701,766 ) $ 803,255

Stock issued against stock-based compensation plans 23 48,125 — — — — — — —

Stock-based compensation 23 — — 18,095 — — — — 18,095

Acquisition of treasury stock 19 — — — — — ( 297,353 ) ( 8,823 ) ( 8,823 )

Excise tax on repurchase of common stock, net of stock issuances 19 — — — — — — ( 74 ) ( 74 )

Other comprehensive loss 15 — — — — ( 5,672 ) — — ( 5,672 )

Net income — — — 45,825 — — — 45,825

Balance as of June 30, 2024 204,783,113 $ 204 $ 520,922 $ 1,178,251 $ ( 136,108 ) ( 42,606,731 ) $ ( 710,663 ) $ 852,606

See accompanying notes to unaudited consolidated financial statements.

EXLSERVICE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

For the six months ended June 30, 2025 and 2024

(In thousands, except share count)

Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income/(loss) Treasury Stock Total

Notes Shares Amount Shares Amount

Balance as of January 1, 2024 203,410,038 $ 203 $ 508,028 $ 1,083,663 $ ( 127,040 ) ( 38,132,158 ) $ ( 575,417 ) $ 889,437

Balance as of December 31, 2024 206,510,587 $ 206 $ 588,583 $ 1,281,960 $ ( 154,722 ) ( 44,709,375 ) $ ( 786,165 ) $ 929,862

Stock issued against stock-based compensation plans 23 1,300,048 1 1,822 — — — — 1,823

1 unchanged sentence

Acquisition of treasury stock 19 — — — — — ( 1,271,929 ) ( 59,243 ) ( 59,243 )

Accelerated share repurchase 19 — — ( 25,000 ) — — — — ( 25,000 )

Excise tax on repurchase of common stock, net of stock issuances 19 — — — — — — 29 29

Other comprehensive income 15 — — — — 20,288 — — 20,288

Net income — — — 132,612 — — — 132,612

Balance as of June 30, 2025 207,810,635 $ 207 $ 625,984 $ 1,414,572 $ ( 134,434 ) ( 45,981,304 ) $ ( 845,379 ) $ 1,060,950

Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income/(loss) Treasury Stock Total

Notes Shares Amount Shares Amount

Balance as of December 31, 2023 203,410,038 $ 203 $ 508,028 $ 1,083,663 $ ( 127,040 ) ( 38,132,158 ) $ ( 575,417 ) $ 889,437

Stock issued against stock-based compensation plans 23 1,373,075 1 1,947 — — — — 1,948

Stock-based compensation 23 — — 35,947 — — — — 35,947

Acquisition of treasury stock 19 — — — — — ( 4,474,573 ) ( 134,628 ) ( 134,628 )

Excise tax on repurchase of common stock, net of stock issuances 19 — — — — — — ( 618 ) ( 618 )

Accelerated share repurchase 19 — — ( 25,000 ) — — — — ( 25,000 )

Other comprehensive loss 15 — — — — ( 9,068 ) — — ( 9,068 )

Net income — — — 94,588 — — — 94,588

Balance as of March 31, 2024 204,734,988 $ 204 $ 502,827 $ 1,132,426 $ ( 130,436 ) ( 42,309,378 ) $ ( 701,766 ) $ 803,255

Balance as of June 30, 2024 204,783,113 $ 204 $ 520,922 $ 1,178,251 $ ( 136,108 ) ( 42,606,731 ) $ ( 710,663 ) $ 852,606

See accompanying notes to unaudited consolidated financial statements.

2 unchanged sentences

(In thousands)

Three months ended March 31,

Six months ended June 30,

Cash flows from operating activities:

Net income $ 132,612 $ 94,588

Adjustments to reconcile net income to net cash provided by/(used for) operating activities:

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization expense 27,689 25,230

7 unchanged sentences

Accounts receivable ( 38,312 ) ( 20,008 )

Other current and non-current asset ( 22,945 ) ( 14,969 )

Other current and non-current assets ( 10,434 ) ( 14,507 )

Income taxes payable, net 4,202 ( 4,922 )

Accounts payable, accrued expenses and other liabilities 22,901 8,371

Deferred revenue 2,426 3,138

Accrued employee costs ( 31,278 ) ( 35,128 )

Accounts payable, accrued expenses and other liabilities 8,539 ( 639 )

Operating lease liabilities ( 12,250 ) ( 9,645 )

Payment of contingent consideration — ( 11,000 )

Net cash (used for)/provided by operating activities 3,243 ( 21,873 )

Net cash provided by operating activities 112,620 53,037

Cash flows from investing activities:

1 unchanged sentence

Proceeds from sale of property and equipment 180 90

Investment in equity affiliate ( 600 ) —

Purchases of investments ( 144,935 ) ( 159,854 )

Proceeds from redemption of investments 136,434 139,844

Investment in equity affiliate ( 600 ) —

Net cash (used for)/provided by investing activities ( 22,268 ) 4,689

Net cash used for investing activities ( 36,287 ) ( 43,249 )

Cash flows from financing activities:

2 unchanged sentences

Repayments of borrowings ( 78,500 ) ( 45,000 )

Payment of contingent consideration — ( 4,000 )

Acquisition of treasury stock ( 59,673 ) ( 160,647 )

Payment of contingent consideration — ( 4,000 )

Proceeds from issuance of common stock 3,868 2,474

Net cash (used for)/provided by financing activities 3,405 ( 9,773 )

Net cash used for financing activities ( 84,552 ) ( 27,305 )

Effect of exchange rate changes 7,346 ( 1,844 )

12 unchanged sentences

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

June 30, 2025

(In thousands, except per share amount and share count)

3 unchanged sentences

The Company harnesses the power of data, AI, and deep industry knowledge to transform businesses, including the world’s leading corporations in industries including insurance, healthcare and life sciences, banking and capital markets, retail, communications and media, and energy and infrastructure, among others.

The Company’s clients are located principally in the United States of America (“U.S.”) and the United Kingdom (“U.K.”).

The Company’s clients are located principally in the United States of America and the United Kingdom.

Summary of Significant Accounting Policies

18 unchanged sentences

GAAP requires management to make estimates and assumptions that affect the carrying amounts of assets and liabilities and disclosure of contingent assets and liabilities included in the unaudited consolidated financial statements.

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 that affect the unaudited consolidated financial statements include, but are not limited to, estimates of the fair value of the identifiable intangible assets and contingent consideration, purchase price allocation, including revenue projections and the

Although these estimates are based on management’s best assessment of the current business environment, actual results may be different from these estimates.

The significant estimates that affect the unaudited consolidated financial statements include, but are not limited to, estimates of the contingent consideration, credit risk of customers, the nature and timing of the satisfaction of performance obligations, the standalone selling price of performance obligations, variable consideration in a customer contract, expected recoverability from customers

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

March 31, 2025

June 30, 2025

(In thousands, except per share amount and share count)

discount rate applied within the discounted cash flow model for business acquisitions, credit risk of customers, the nature and timing of the satisfaction of performance obligations, the standalone selling price of performance obligations, variable consideration in a customer contract, expected recoverability from customers with contingent fee arrangements, estimated costs to complete fixed price contracts, assets and obligations related to employee benefit plans, deferred tax valuation allowances, income-tax uncertainties and other contingencies, valuation of derivative financial instruments and stock-based awards, and useful life of long-lived assets and other intangible assets.

with contingent fee arrangements, estimated costs to complete fixed price contracts, assets and obligations related to employee benefit plans, deferred tax valuation allowances, income-tax uncertainties and other contingencies, valuation of derivative financial instruments and stock-based awards, and useful life of long-lived assets and other intangible assets.

The significant assumptions underneath these estimates include, but are not limited to assumptions to calculate stock-based compensation expense, determine incremental borrowing rate to calculate lease liabilities and right-of-use (“ROU”) assets, determine lease term to calculate single operating lease cost, determine pattern of generation of economic benefits to calculate depreciation and amortization for long-lived assets and other intangible assets, and recoverability of long-lived assets, goodwill and other intangible assets.

4 unchanged sentences

The ASU is effective for annual periods beginning after December 15, 2024.

The Company is currently evaluating the impact of this ASU on its annual consolidated financial statements for the year ending on December 31, 2025.

The Company is currently evaluating the impact of the new disclosure requirements.

This ASU will affect the Company’s annual income tax disclosures but is not expected to impact its consolidated balance sheets or statements of income for the year ending December 31, 2025.

In November 2024, FASB issued ASU No.

20 unchanged sentences

• International Growth Markets

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

March 31, 2025

June 30, 2025

(In thousands, except per share amount and share count)

The primary changes in the new reportable segments reflect 1) the integration of the former Analytics reportable segment as a core capability within each of the IMUs, ensuring alignment with the specialized needs of clients across IMUs, 2) the reorganization of the former Emerging Business reportable segment into a Banking, Capital Markets and Diversified Industries reportable segment, excluding Life Sciences, which is now a part of the new Healthcare and Life Sciences reportable segment, and 3) the formation of International Growth Markets as a separate business unit to represent all service and solutions offerings to clients in the United Kingdom, Europe, Middle East, Asia-Pacific and South Africa geographies across all industry verticals.

reorganization of the former Emerging Business reportable segment into a Banking, Capital Markets and Diversified Industries reportable segment, excluding Life Sciences, which is now a part of the new Healthcare and Life Sciences reportable segment, and 3) the formation of International Growth Markets as a separate business unit to represent all service and solutions offerings to clients in the United Kingdom, Europe, Middle East, Asia-Pacific and South Africa geographies across all industry verticals.

The International Growth Markets business unit will help the Company to strategically expand its footprint in markets outside of North America and drive focus on offerings and expansion in those markets in new and existing clients.

In addition, revenues by service type are now presented as data and AI-led and digital operations services.

Revenues attributable to geographical regions are now presented as North America (including the United States, Canada and Mexico), U.K.

& Europe, and the Rest of World.

Revenues attributable to geographical regions are now presented as North America (including the United States, Canada and Mexico), the United Kingdom & Europe, and the Rest of World.

The Company has recast segment disclosures for the prior periods presented herein to conform to the new segment structure.

2 unchanged sentences

The CODM generally reviews financial information such as revenues, cost of revenues and gross profit to allocate an overall budget and measure segment performance.

Revenues and cost of revenues for the three months ended March 31, 2025 and 2024, respectively, for each of the reportable segments, are as follows:

Three months ended March 31, 2025

Revenues and cost of revenues for the three months ended June 30, 2025 and 2024, respectively, for each of the reportable segments, are as follows:

Three months ended June 30, 2025

Insurance Healthcare and Life Sciences Banking, Capital Markets and Diversified Industries International Growth Markets Total

16 unchanged sentences

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

March 31, 2025

June 30, 2025

(In thousands, except per share amount and share count)

Three months ended March 31, 2024

Three months ended June 30, 2024

Insurance Healthcare and Life Sciences Banking, Capital Markets and Diversified Industries International Growth Markets Total

14 unchanged sentences

(2) Other costs primarily include travel and entertainment costs and other direct pass-through expenses related to client contracts for the Company’s direct marketing business.

Revenues and cost of revenues for the six months ended June 30, 2025 and 2024, respectively, for each of the reportable segments, are as follows:

Six months ended June 30, 2025

Insurance Healthcare and Life Sciences Banking, Capital Markets and Diversified Industries International Growth Markets Total

Revenues, net $ 344,230 $ 255,081 $ 238,791 $ 177,377 $ 1,015,479

Cost of revenues (1)

Employee costs 185,919 119,896 130,452 94,457 530,724

Infrastructure and technology costs 26,626 13,805 12,536 16,455 69,422

Other costs (2)

8,930 9,916 6,131 2,854 27,831

Gross profit (1)

$ 122,755 $ 111,464 $ 89,672 $ 63,611 $ 387,502

Operating expenses 227,949

Foreign exchange gain, net, interest expense and other income, net 5,351

Income tax expense 32,042

Loss from equity-method investment ( 250 )

Net income $ 132,612

(1) Exclusive of depreciation and amortization expense.

(2) Other costs primarily include travel and entertainment costs and other direct pass-through expenses related to client contracts for the Company’s direct marketing business.

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

June 30, 2025

(In thousands, except per share amount and share count)

Six months ended June 30, 2024

Insurance Healthcare and Life Sciences Banking, Capital Markets and Diversified Industries International Growth Markets Total

Revenues, net $ 316,726 $ 206,773 $ 207,826 $ 153,548 $ 884,873

Cost of revenues (1)

Employee costs 164,772 94,774 116,598 83,076 459,220

Infrastructure and technology costs 23,933 11,285 10,156 14,367 59,741

Other costs (2)

20,536 9,091 4,471 2,471 36,569

Gross profit (1)

$ 107,485 $ 91,623 $ 76,601 $ 53,634 $ 329,343

Operating expenses 206,370

Foreign exchange gain, net, interest expense and other income, net ( 722 )

Income tax expense 27,626

Loss from equity-method investment ( 37 )

Net income $ 94,588

(1) Exclusive of depreciation and amortization expense.

(2) Other costs primarily include travel and entertainment costs and other direct pass-through expenses related to client contracts for the Company’s direct marketing business.

Revenues, net by service type, were as follows:

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2025 2024 2025 2024

Data and AI-led (1)

12 unchanged sentences

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

March 31, 2025

June 30, 2025

(In thousands, except per share amount and share count)

The Company attributes revenues based on geographical markets where the customer operations being served by it are located.

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2025 2024 2025 2024

Revenues, net

North America $ 422,822 $ 369,148 $ 838,171 $ 731,324

& Europe 75,693 65,610

United Kingdom & Europe 77,635 66,494 150,019 129,812

Rest of World 14,003 12,724 27,289 23,737

1 unchanged sentence

Revenues, net by industry verticals, were as follows:

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2025 2024 2025 2024

Insurance $ 203,222 $ 185,660 $ 403,583 $ 368,719

3 unchanged sentences

Long-lived assets by geographic area, which consist of property and equipment, net and operating lease ROU assets were as follows:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Long-lived assets

5 unchanged sentences

Long-lived assets $ 187,186 $ 170,621

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

March 31, 2025

(In thousands, except per share amount and share count)

Revenues, net and Accounts Receivable, net

2 unchanged sentences

The following table provides information about accounts receivable, contract assets and contract liabilities from contracts with customers:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Accounts receivable, net $ 345,470 $ 304,322

3 unchanged sentences

Consideration received for process transition activities $ 27,792 $ 21,993

Accounts receivable includes $ 144,747 and $ 121,817 as of March 31, 2025 and December 31, 2024, respectively, representing unbilled receivables.

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

June 30, 2025

(In thousands, except per share amount and share count)

Accounts receivable includes $ 145,546 and $ 121,817 as of June 30, 2025 and December 31, 2024, 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 performance risk associated with its unbilled receivables.

Contract assets as of March 31, 2025 and December 31, 2024, includes receivables of $ 38,130 and $ 33,472 , respectively, from our payment integrity services.

Contract assets as of June 30, 2025 and December 31, 2024, includes receivables of $ 28,576 and $ 33,472 , respectively, from our payment integrity services.

There are no performance risks associated with these contract assets.

There were no significant cumulative catch-up impact or impairment related to contract assets as of March 31, 2025 and December 31, 2024.

Revenue recognized during the three months ended March 31, 2025 and 2024, which was included in the contract liabilities balance at the beginning of the respective periods is as follows:

Three months ended March 31,

Deferred revenue (consideration received in advance)

There were no significant cumulative catch-up impact or impairment related to contract assets as of June 30, 2025 and December 31, 2024.

Revenue recognized during the three and six months ended June 30, 2025 and 2024, which was included in the contract liabilities balance at the beginning of the respective periods:

Three months ended June 30, Six months ended June 30,

2025 2024 2025 2024

Deferred revenue (consideration received in advance) $ 3,877 $ 1,231 $ 11,306 $ 8,292

Consideration received for process transition activities $ 1,279 $ 647 $ 2,656 $ 1,279

$ 1,377 $ 632

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

Three months ended Year ended Three months ended Year ended

March 31, 2025 March 31, 2024 December 31, 2024 March 31, 2025 March 31, 2024 December 31, 2024

Contract Acquisition Costs

Three months ended June 30, Six months ended June 30,

2025 2024 2025 2024

Opening balance $ 2,126 $ 1,901 $ 2,287 $ 2,122

2 unchanged sentences

Closing balance $ 2,192 $ 1,990 $ 2,192 $ 1,990

There was no significant impairment for contract acquisition and contract fulfillment costs as of March 31, 2025 and December 31, 2024.

Contract Fulfillment Costs

Three months ended June 30, Six months ended June 30,

2025 2024 2025 2024

Opening balance $ 38,080 $ 27,287 $ 36,022 $ 24,673

Additions 2,156 3,958 5,485 7,284

Amortization ( 1,298 ) ( 841 ) ( 2,569 ) ( 1,553 )

Closing balance $ 38,938 $ 30,404 $ 38,938 $ 30,404

There was no significant impairment for contract acquisition and contract fulfillment costs as of June 30, 2025 and December 31, 2024.

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

March 31, 2025

June 30, 2025

(In thousands, except per share amount and share count)

1 unchanged sentence

The following table provides information about accounts receivable, net of allowance for expected credit losses:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Accounts receivable, including unbilled receivables $ 350,197 $ 307,850

2 unchanged sentences

The movement in “Allowance for expected credit losses” was as follows:

Three months ended March 31, Year ended

2025 2024 December 31, 2024

Three months ended June 30, Six months ended June 30,

2025 2024 2025 2024

Opening balance $ 4,734 $ 3,358 $ 3,528 $ 3,703

4 unchanged sentences

Customer and credit risk concentration

No single customer accounted for more than 10% of the Company's revenues, net during the three months ended March 31, 2025 and 2024.

No single customer accounted for more than 10% of the Company's revenues, net during the three and six months ended June 30, 2025 and 2024.

The Company’s management believes that the loss of any of its top ten clients could have a material adverse effect on its financial performance.

To reduce credit risk, the Company conducts ongoing credit evaluations of its customers.

No customer accounted for more than 10% of accounts receivable, net, as of March 31, 2025 and December 31, 2024.

No customer accounted for more than 10% of accounts receivable, net, as of June 30, 2025 and December 31, 2024.

Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share:

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2025 2024 2025 2024

Net income $ 66,051 $ 45,825 $ 132,612 $ 94,588

Denominators:

Basic weighted average common shares outstanding 162,925,484 162,794,138 162,709,034 163,938,263

5 unchanged sentences

Weighted average potentially dilutive shares considered anti-dilutive and not included in computing diluted earnings per share 728,203 3,314,536 523,472 3,247,920

On March 15, 2024, the Company entered into a master confirmation (the “Master Accelerated Share Repurchase Confirmation”) and a supplemental confirmation (together with the Master Accelerated Share Repurchase Confirmation, the “2024 ASR Agreement”), with Citibank, N.A.

(“Citibank”).

Refer to Note 19 - Capital Structure to the unaudited consolidated

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

March 31, 2025

June 30, 2025

(In thousands, except per share amount and share count)

financial statements for further details.

During the three months ended March 31, 2024, the Company recorded the initial delivery of shares in treasury stock, which resulted in an immediate reduction of its outstanding shares used to calculate the weighted average common shares outstanding for basic and diluted earnings per share.

Other Income, net

Other income, net consists of the following:

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2025 2024 2025 2024

Gain on sale and fair value mark-to-market on investments $ 2,259 $ 1,162 $ 4,207 $ 2,178

5 unchanged sentences

Cash, Cash Equivalents and Restricted Cash

For the purposes of unaudited statements of cash flows, cash, cash equivalents and restricted cash consist of the following:

March 31, 2025 March 31, 2024 December 31, 2024

For the purposes of unaudited consolidated statements of cash flows, cash, cash equivalents and restricted cash consist of the following:

June 30, 2025 June 30, 2024 December 31, 2024

Cash and cash equivalents $ 149,134 $ 115,303 $ 153,355

10 unchanged sentences

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

March 31, 2025

June 30, 2025

(In thousands, except per share amount and share count)

Investments consist of the following:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Short-term investments

1 unchanged sentence

Term deposits 83,351 78,972

Total Short-term investments $ 190,978 $ 187,223

Short-term investments $ 204,160 $ 187,223

Long-term investments

1 unchanged sentence

Investment in equity affiliate 5,027 4,677

Total Long-term investments $ 20,134 $ 13,972

Long-term investments $ 7,516 $ 13,972

Refer to Note 16 - Fair Value Measurements to the unaudited consolidated financial statements for further details.

1 unchanged sentence

Property and equipment consists of the following:

March 31, 2025 December 31, 2024

Property, plant and equipment, gross $ 372,237 $ 356,060

June 30, 2025 December 31, 2024

Property and equipment, gross $ 387,987 $ 356,060

Accumulated depreciation and amortization ( 273,884 ) ( 254,223 )

Property, plant and equipment, net $ 107,148 $ 101,837

During the three months ended March 31, 2025, there were no material changes in estimated useful lives of property and equipment during the ordinary course of operations.

Property and equipment, net $ 114,103 $ 101,837

During the three and six months ended June 30, 2025, there were no material 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 unaudited consolidated statements of income was as follows:

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2025 2024 2025 2024

Depreciation and amortization expense $ 10,778 $ 9,833 $ 21,089 $ 19,099

Internally developed software costs, included in property and equipment was as follows:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Cost $ 63,194 $ 60,447

1 unchanged sentence

Internally developed software, net $ 19,468 $ 22,204

The amortization expense on internally developed software recognized in the unaudited consolidated statements of income was as follows:

Three months ended June 30, Six months ended June 30,

2025 2024 2025 2024

Amortization expense $ 2,743 $ 2,927 $ 5,483 $ 5,447

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

March 31, 2025

June 30, 2025

(In thousands, except per share amount and share count)

The amortization expense on internally developed software recognized in the unaudited consolidated statements of income was as follows:

Three months ended March 31,

Amortization expense $ 2,740 $ 2,520

During the three months ended March 31, 2025 and 2024, there were no indicators of impairment related to capitalized software.

During the three and six months ended June 30, 2025 and 2024, there were no indicators of impairment related to capitalized software.

Goodwill and Other Intangible Assets

7 unchanged sentences

Insurance Healthcare and Life Sciences Banking, Capital Markets and Diversified Industries International Growth Markets Total

Balance as of January 1, 2025 $ 77,099 $ 189,621 $ 100,639 $ 53,028 $ 420,387

Balance as of December 31, 2024 $ 77,099 $ 189,621 $ 100,639 $ 53,028 $ 420,387

Currency translation adjustments 217 ( 1 ) ( 17 ) ( 13 ) 186

Balance as of March 31, 2025 $ 77,174 $ 189,622 $ 100,656 $ 53,042 $ 420,494

During the three months ended March 31, 2025 and 2024, the Company performed an assessment to determine whether events or circumstances exist that may lead to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.

Based on such assessment, the Company concluded that there was no impairment on goodwill as of March 31, 2025 and 2024.

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

March 31, 2025

(In thousands, except per share amount and share count)

Balance as of June 30, 2025 $ 77,316 $ 189,620 $ 100,622 $ 53,015 $ 420,573

During the three and six months ended June 30, 2025 and 2024, the Company performed an assessment to determine whether events or circumstances exist that may lead to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.

Based on such assessment, the Company concluded that there was no impairment on goodwill during the three and six months ended June 30, 2025 and 2024.

Other Intangible Assets

Information regarding the Company’s intangible assets is set forth below:

As of March 31, 2025 As of December 31, 2024

Gross Carrying

Amount Accumulated Amortization Net

Carrying Amount Gross Carrying

As of June 30, 2025 As of December 31, 2024

Amount Accumulated

Amortization Net

Amount Gross Carrying

Amount Accumulated Amortization Net

7 unchanged sentences

Trade names and trademarks 900 — 900 900 — 900

Total intangible assets $ 115,026 $ ( 68,934 ) $ 46,092 $ 114,979 $ ( 65,648 ) $ 49,331

The amortization expense recognized in the unaudited consolidated statements of income was as follows:

Three months ended March 31,

Amortization expense $ 3,246 $ 3,080

During the three months ended March 31, 2025 and 2024, there were no indicators of impairment related to intangible assets.

Estimated future amortization expense related to finite-lived intangible assets as of March 31, 2025 was as follows:

2025 (April 1 - December 31) $ 9,884

Total $ 45,192

Other intangible assets $ 115,115 $ ( 72,290 ) $ 42,825 $ 114,979 $ ( 65,648 ) $ 49,331

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

March 31, 2025

June 30, 2025

(In thousands, except per share amount and share count)

The amortization expense recognized in the unaudited consolidated statements of income was as follows:

Three months ended June 30, Six months ended June 30,

2025 2024 2025 2024

Amortization expense $ 3,277 $ 3,077 $ 6,523 $ 6,157

During the three and six months ended June 30, 2025 and 2024, there were no indicators of impairment related to intangible assets.

Estimated future amortization expense related to finite-lived intangible assets as of June 30, 2025 was as follows:

2025 (July 1 - December 31) $ 6,613

Total $ 41,925

Other Current Assets

Other current assets consist of the following:

March 31, 2025 December 31, 2024

Contract assets $ 40,840 $ 36,072

June 30, 2025 December 31, 2024

Advance income tax, net $ 45,230 $ 49,377

Contract assets 31,241 36,072

Prepaid expenses 30,926 21,061

Receivables from statutory authorities 20,052 19,407

Deferred contract fulfillment costs 4,923 4,281

Derivative instruments 8,195 1,973

Deferred contract fulfillment costs 5,227 4,281

Others 7,178 8,146

1 unchanged sentence

Other assets consist of the following:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Deferred contract fulfillment costs $ 33,711 $ 31,741

1 unchanged sentence

Lease deposits 7,273 6,495

Contract assets 3,669 3,628

Prepaid expenses 3,957 2,775

Derivative instruments 3,615 852

Contract assets 3,231 3,628

Others 5,335 3,282

Other assets $ 64,991 $ 56,085

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

June 30, 2025

(In thousands, except per share amount and share count)

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Accrued expenses $ 67,339 $ 63,548

3 unchanged sentences

Derivative instruments 4,133 7,454

Contingent consideration 1,280 1,280

Income taxes payable 232 284

Contingent consideration — 1,280

Others 8,463 6,326

Accrued expenses and other current liabilities $ 121,548 $ 113,597

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

March 31, 2025

(In thousands, except per share amount and share count)

Other Non-Current Liabilities

Other non-current liabilities consist of the following:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Retirement benefits $ 25,034 $ 24,795

Deferred transition revenue 22,762 18,213

Unrecognized tax benefits 2,123 1,966

Contingent consideration 2,700 1,420

Unrecognized tax benefits 2,215 1,966

Derivative instruments 772 4,363

6 unchanged sentences

The fair value changes are reclassified from AOCI to unaudited consolidated statements of income upon settlement of foreign currency forward contracts designated as cash flow hedges of a forecast transaction, whereas such changes for interest rate swaps are reclassified over the term of the contract.

The following table sets forth the changes in AOCI during the three months ended March 31, 2025 and 2024:

The following table sets forth the changes in AOCI during the six months ended June 30, 2025 and 2024:

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

June 30, 2025

(In thousands, except per share amount and share count)

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

June 30, 2025

(In thousands, except per share amount and share count)

Accumulated Other Comprehensive Income/(Loss)

Currency translation adjustments Unrealized gain/(loss) on cash flow hedges Retirement benefits Total

Balance as of January 1, 2025 $ ( 146,998 ) $ ( 7,548 ) $ ( 176 ) $ ( 154,722 )

Balance as of December 31, 2024 $ ( 146,998 ) $ ( 7,548 ) $ ( 176 ) $ ( 154,722 )

Gain recognized during the period 7,933 15,424 — 23,357

3 unchanged sentences

( 1,012 ) ( 2,847 ) ( 26 ) ( 3,885 )

Accumulated other comprehensive income/(loss) as of March 31, 2025 $ ( 143,744 ) $ 1,257 $ ( 300 ) $ ( 142,787 )

Balance as of January 1, 2024 $ ( 132,643 ) $ 4,198 $ 1,405 $ ( 127,040 )

Losses recognized during the period ( 3,064 ) ( 62 ) — ( 3,126 )

Accumulated other comprehensive income/(loss) as of June 30, 2025 $ ( 140,077 ) $ 6,073 $ ( 430 ) $ ( 134,434 )

Balance as of December 31, 2023 $ ( 132,643 ) $ 4,198 $ 1,405 $ ( 127,040 )

Loss recognized during the period ( 6,253 ) ( 2,840 ) — ( 9,093 )

Reclassification to net income (1)

2 unchanged sentences

1,227 ( 930 ) ( 2 ) 295

Accumulated other comprehensive income/(loss) as of March 31, 2024 $ ( 135,188 ) $ 3,503 $ 1,249 $ ( 130,436 )

Accumulated other comprehensive income/(loss) as of June 30, 2024 $ ( 137,669 ) $ 460 $ 1,101 $ ( 136,108 )

(1) Refer to Note 17 - Derivatives and Hedge Accounting and Note 20 - Employee Benefit Plans to the unaudited consolidated financial statements for reclassification to net income.

1 unchanged sentence

Refer to Note 22 - Income Taxes to the unaudited consolidated financial statements.

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

March 31, 2025

(In thousands, except per share amount and share count)

Fair Value Measurements

1 unchanged sentence

The following table sets forth the Company’s assets and liabilities that were recognized at fair value:

Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Other Unobservable Inputs

As of March 31, 2025 (Level 1) (Level 2) (Level 3) Total

Quoted Prices in

Active Markets for

Identical Assets Significant Other

Inputs Significant Other

As of June 30, 2025 (Level 1) (Level 2) (Level 3) Total

Cash equivalents - Money market funds (1)

8 unchanged sentences

Total $ — $ 4,905 $ 2,700 $ 7,605

Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Other Unobservable Inputs

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

June 30, 2025

(In thousands, except per share amount and share count)

Quoted Prices in

Active Markets for

Identical Assets Significant Other

Inputs Significant Other

As of December 31, 2024 (Level 1) (Level 2) (Level 3) Total

14 unchanged sentences

The Company’s derivative financial instruments consist of foreign currency forward contracts and interest rate swaps.

Fair values for derivative financial instruments are based on independent sources including highly rated financial institutions and are

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

March 31, 2025

(In thousands, except per share amount and share count)

classified as Level 2.

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 17 - Derivatives and Hedge Accounting to the unaudited consolidated financial statements for further details.

5 unchanged sentences

The following table summarizes the changes in the fair value of contingent consideration:

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2025 2024 2025 2024

Opening balance $ 2,700 $ — $ 2,700 $ 15,589

2 unchanged sentences

Closing balance $ 2,700 $ — $ 2,700 $ —

During the three months ended March 31, 2025 and 2024, there were no transfers among Level 1, Level 2 and Level 3.

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, accounts receivable, net, long-term investments, accrued capital expenditures, accrued expenses, client liabilities and interest payable on borrowings for which fair values approximate their carrying amounts.

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.

During the three and six months ended June 30, 2025 and 2024, there were no transfers among Level 1, Level 2 and Level 3.

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

March 31, 2025

June 30, 2025

(In thousands, except per share amount and share count)

Financial Instruments Not Carried at Fair Value :

Derivatives and Hedge Accounting

3 unchanged sentences

The following table sets forth the aggregate notional amount of derivatives in cash flow hedging relationship:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Foreign currency forward contracts denominated in:

1 unchanged sentence

dollar (USD) 60,888 —

The Company estimates that approximately $ 983 of derivative gains, net, excluding tax effects, included in AOCI, representing changes in the value of cash flow hedges based on exchange rates prevailing as of March 31, 2025, could be reclassified into earnings within the next twelve months.

As of March 31, 2025, the maximum outstanding term of the cash flow hedges was approximately 42 months.

The Company estimates that approximately $ 4,421 of derivative gains, net, excluding tax effects, included in AOCI, representing changes in the value of cash flow hedges based on exchange rates prevailing as of June 30, 2025, could be reclassified into earnings within the next twelve months.

As of June 30, 2025, the maximum outstanding term of the cash flow hedges was approximately 45 months.

The Company also enters into foreign currency forward contracts to hedge its intercompany balances and other monetary assets and liabilities denominated in currencies other than functional currencies, against the risk of fluctuations in foreign currency exchange rates associated with remeasurement of such assets and liabilities to functional currency.

3 unchanged sentences

Foreign currency forward contracts denominated in:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Sell USD 229,522 179,491

2 unchanged sentences

Sell AUD 8,084 4,770

Sell ZAR 8,945 10,006

Buy USD 953 588

11,435 10,594

(1) This includes $ 10,147 and $ 10,006 related to USD purchases against sale of ZAR 181,501 and ZAR 188,373 as of June 30, 2025 and December 31, 2024, respectively.

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

June 30, 2025

(In thousands, except per share amount and share count)

The following table sets forth the fair value of the foreign currency forward contracts and their location on the consolidated balance sheets:

Derivatives in cash flow hedging relationships Derivatives not designated as hedging instruments

March 31, 2025 December 31, 2024 March 31, 2025 December 31, 2024

Derivatives in cash flow hedging

relationships Derivatives not designated as hedging

June 30, 2025 December 31, 2024 June 30, 2025 December 31, 2024

Other current assets $ 8,021 $ 1,711 $ 174 $ 262

Other assets $ 3,615 $ 852 $ — $ —

Accrued expenses and other current liabilities $ 3,333 $ 7,404 $ 52 $ 50

Accrued expenses and other

current liabilities $ 3,600 $ 7,404 $ 533 $ 50

Other non-current liabilities $ 772 $ 4,363 $ — $ —

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

March 31, 2025

(In thousands, except per share amount and share count)

The following table sets forth the effect of foreign currency forward contracts and interest rate swaps on AOCI and the unaudited consolidated statements of income:

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

Derivative financial instruments:

2025 2024 2025 2024

Unrealized gain/(loss) recognized in other comprehensive income (“OCI”)

2 unchanged sentences

Derivatives not designated as hedging instruments $ ( 1,766 ) $ ( 2,113 ) $ ( 1,286 ) $ ( 2,073 )

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

June 30, 2025

(In thousands, except per share amount and share count)

The following table sets forth the location and amount of gain/(loss) recognized in unaudited consolidated statements of income for derivatives in cash flow hedging relationships and derivatives not designated as hedging instruments:

Three months ended March 31,

As per unaudited consolidated statements of income Gain/(loss) on derivative financial instruments As per unaudited consolidated statements of income Gain/(loss) on derivative financial instruments

Three months ended June 30,

As per unaudited consolidated

statements of

income Gain/(loss) on derivative financial instruments As per unaudited consolidated

statements of

income Gain/(loss) on derivative financial instruments

Derivatives in cash flow hedging relationships

Location in unaudited consolidated statements of income where gain/(loss) was reclassified from AOCI

Revenues, net $ 514,460 $ ( 1,028 ) $ 448,366 $ —

Cost of revenues $ 320,272 1,360 $ 282,106 ( 732 )

11 unchanged sentences

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

March 31, 2025

June 30, 2025

(In thousands, except per share amount and share count)

Six months ended June 30,

As per unaudited consolidated

statements of

income Gain/(loss) on derivative financial instruments As per unaudited consolidated

statements of

income Gain/(loss) on derivative financial instruments

Derivatives in cash flow hedging relationships

Location in unaudited consolidated statements of income where gain/(loss) was reclassified from AOCI

Revenues, net $ 1,015,479 ( 1,028 ) $ 884,873 $ —

Cost of revenues $ 627,977 ( 53 ) $ 555,530 ( 582 )

General and administrative expenses $ 118,966 ( 28 ) $ 109,700 79

Selling and marketing expenses $ 81,371 ( 9 ) $ 71,414 14

Depreciation and amortization expense $ 27,612 74 $ 25,256 ( 26 )

Interest expense $ 8,426 — $ 8,619 483

Total before tax ( 1,044 ) ( 32 )

Income tax effects on above 217 ( 309 )

Net of tax $ ( 827 ) $ ( 341 )

Derivatives not designated as hedging instruments

Location in unaudited consolidated statements of income where gain/(loss) was recognized

Foreign exchange gain/(loss), net $ 3,403 $ ( 1,286 ) $ 395 $ ( 2,073 )

The following tables summarizes the Company’s debt position under its credit agreement with Citibank, N.A:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Revolving credit facility Term loan facility Total Revolving credit facility Term loan facility Total

6 unchanged sentences

Total borrowings $ 164,000 $ 96,041 $ 260,041 $ 190,000 $ 98,484 $ 288,484

Unamortized debt issuance costs for the Company’s revolving credit facility of $ 798 and $ 895 as of March 31, 2025 and December 31, 2024, respectively, are presented under “Other current assets” and “Other assets,” as applicable in the consolidated balance sheets.

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

June 30, 2025

(In thousands, except per share amount and share count)

Unamortized debt issuance costs for the Company’s revolving credit facility of $ 701 and $ 895 as of June 30, 2025 and December 31, 2024, respectively, are presented under “Other current assets” and “Other assets,” as applicable in the consolidated balance sheets.

Credit Agreement

9 unchanged sentences

The effective interest rates of the revolving credit facility and the term loan facility are as follows:

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2025 2024 2025 2024

Revolving credit facility 5.8 % 6.5 % 5.8 % 6.6 %

Term loan facility 5.7 % — % 5.7 % — %

As of March 31, 2025 and December 31, 2024, the Company was in compliance with the financial covenants under the 2024 Credit Agreement.

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

March 31, 2025

(In thousands, except per share amount and share count)

The maturity profile of the Company’s long-term borrowings, excluding debt issuance costs, outstanding as of March 31, 2025 was as follows:

As of June 30, 2025 and December 31, 2024, the Company was in compliance with the financial covenants under the 2024 Credit Agreement.

The maturity profile of the Company’s long-term borrowings, excluding debt issuance costs, outstanding as of June 30, 2025 was as follows:

Revolving credit facility Term loan facility

2025 (April 1 - December 31) $ — $ 3,750

2025 (July 1 - December 31) $ — $ 2,500

2027 164,000 88,750

2 unchanged sentences

In the ordinary course of business, the Company provides standby letters of credit to third parties primarily for facility leases.

As of March 31, 2025 and December 31, 2024, the Company had outstanding letters of credit of $ 741 and $ 761 , respectively, that were not recognized in the consolidated balance sheets.

As of June 30, 2025 and December 31, 2024, the Company had outstanding letters of credit of $ 741 and $ 761 , respectively, that were not recognized in the consolidated balance sheets.

Capital Structure

The Company has one class of common stock outstanding.

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

June 30, 2025

(In thousands, except per share amount and share count)

Share Repurchases

1 unchanged sentence

Shares repurchased Total consideration Weighted average purchase price per share (1)

Three months ended March 31, 2025 190,716 $ 9,432 $ 49.46

Three months ended March 31, 2024 200,402 $ 6,375 $ 31.81

Three months ended June 30, 2025 — $ — $ —

Three months ended June 30, 2024 — $ — $ —

Six months ended June 30, 2025 190,716 $ 9,432 $ 49.46

Six months ended June 30, 2024 200,402 $ 6,375 $ 31.81

(1) The weighted average purchase price per share is based on the closing price of the Company’s common stock on the Nasdaq Global Select Market on the trading day prior to the applicable vesting date of the restricted stock units.

On October 5, 2021, the Company’s board of directors authorized a $ 300,000 (excluding excise tax) common stock repurchase program beginning January 1, 2022 (the “2022 Repurchase Program”), and terminated the 2019 Repurchase Program on December 31, 2021.

On February 26, 2024, the Company’s board of directors authorized a $ 500,000 (excluding excise tax) common stock repurchase program beginning March 1, 2024 (the “2024 Repurchase Program”), and terminated the 2022 Repurchase Program on February 29, 2024.

On March 15, 2024, the Company entered into the 2024 ASR Agreement with Citibank to repurchase shares of its common stock for an aggregate purchase price of $ 125,000 , as part of the Company’s 2024 Repurchase Program.

Upon payment of the aggregate purchase price of $ 125,000 , the Company received an initial delivery of 3,350,084 shares of its common stock at an initial price of $ 29.85 per share, representing 80 % of the aggregate purchase price.

The Company funded the repurchase with available cash on hand and borrowing from its revolving credit facility.

The 2024 ASR Agreement was accounted for as a treasury stock transaction and forward stock purchase agreement indexed to the Company’s common stock.

The forward stock purchase agreement was classified as an equity instrument under ASC Topic 815-40, Contracts in Entity's Own Equity and deemed to have a fair value of zero at the effective date.

The prepayment of $ 25,000 was initially recorded in additional paid-in capital, which reflected the pending settlement of the 2024 ASR Agreement.

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

March 31, 2025

(In thousands, except per share amount and share count)

On July 19, 2024, upon final settlement of the 2024 ASR Agreement, the Company received 820,433 additional shares of its common stock based on a daily volume-weighted average price of $ 29.97 per share which were recorded as treasury stock at a fair market value of $ 33.96 per share, and $ 2,862 was recorded in additional paid-in capital.

Under the Company’s two repurchase programs, 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.

On February 26, 2024, the Company’s board of directors authorized a $ 500,000 (excluding excise tax) common stock repurchase program beginning March 1, 2024 (the “2024 Repurchase Program”), and, on February 29, 2024, terminated the previous repurchase program, which had been effective since the beginning of 2022.

In March 2024, the Company entered into the 2024 Accelerated Share Repurchase (ASR) Agreement with Citibank to repurchase shares of its common stock for an aggregate purchase price of $ 125,000 under the 2024 Repurchase Program.

The Company received an initial delivery of 3,350,084 shares in March 2024, representing 80 % of the aggregate purchase price, which was recorded in treasury stock, while a prepayment of $ 25,000 was recorded in additional paid-in capital to reflect the pending settlement.

The Company received an additional 820,433 shares upon final settlement in July 2024.

Under the Company’s 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, for a total consideration including commissions but excluding excise tax, under its two repurchase programs, as below:

The Company purchased shares of its common stock, for a total consideration including commissions but excluding excise tax, under its repurchase programs, as below:

Shares repurchased Total consideration Weighted average purchase price per share

Three months ended March 31, 2025 175,063 $ 8,058 $ 46.03

Three months ended March 31, 2024 3,976,818 $ 119,430 $ 30.03

Three months ended June 30, 2025 906,150 $ 41,752 $ 46.08

Three months ended June 30, 2024 297,353 $ 8,823 $ 29.67

Six months ended June 30, 2025 1,081,213 $ 49,811 $ 46.07

Six months ended June 30, 2024 4,274,171 $ 128,253 $ 30.01

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.

Pursuant to the Inflation Reduction Act, the Company is required to pay a 1% excise tax on the fair market value of each share of common stock repurchased, net of stock issuances.

The Company recognized excise tax of $ nil and $ 544 on repurchase of common stock as a part of cost of such repurchases for the three months ended March 31, 2025 and 2024, respectively.

The Company recognized excise tax of ($ 29 ) and $ 74 , during the three months ended June 30, 2025 and 2024, respectively, and ( $ 29 ) and $ 618 , during the six months ended June 30, 2025 and 2024, respectively, on repurchase of common stock as a part of the cost of such repurchases.

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.

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

June 30, 2025

(In thousands, except per share amount and share count)

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”).

6 unchanged sentences

These funds are managed on a cash accumulation basis, inclusive of interest which is declared periodically.

The Company expects to earn a return of approximately 7.0 % per annum on the India Plan for the year ending on December 31, 2025.

The Company expects to earn a return of approximately 7.0 % per annum on the India Plan for the year ending December 31, 2025.

Change in Plan Assets

Plan assets as of January 1, 2025 $ 19,963

Plan assets as of December 31, 2024 $ 19,963

Actual return 693

2 unchanged sentences

Currency translation adjustments ( 28 )

Plan assets as of March 31, 2025 $ 20,045

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

March 31, 2025

(In thousands, except per share amount and share count)

Plan assets as of June 30, 2025

Components of net periodic benefit costs recognized in unaudited consolidated statements of income and actuarial (gain)/loss reclassified from AOCI, were as follows:

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2025 2024 2025 2024

Service cost $ 1,406 $ 1,100 $ 2,789 $ 2,208

9 unchanged sentences

The Company’s contributions to various defined contribution plans were as follows:

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2025 2024 2025 2024

Contribution to the 401(k) Plans $ 1,376 $ 1,190 $ 4,171 $ 3,633

Contributions to the defined contribution plans in foreign subsidiaries of the Company

$ 8,692 $ 6,891 $ 16,477 $ 13,640

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

June 30, 2025

(In thousands, except per share amount and share count)

The Company conducts its operations using facilities leased under operating lease agreements that expire at various dates.

3 unchanged sentences

The components of lease cost, which are included in the Company’s unaudited consolidated statements of income, are as follows:

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2025 2024 2025 2024

Finance lease:

1 unchanged sentence

Interest on lease liabilities 77 45 146 81

224 128 425 231

Operating lease (1)

6,528 5,743 12,707 11,093

Variable lease costs 1,214 1,105 2,287 2,089

2 unchanged sentences

(1) Includes short-term leases, which are immaterial.

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

March 31, 2025

(In thousands, except per share amount and share count)

Supplemental cash flow and other information related to leases are as follows:

Three months ended March 31,

Six months ended June 30,

Cash payments for amounts included in the measurement of lease liabilities :

11 unchanged sentences

As part of the Company’s efforts to optimize its existing network of operations centers, the Company continued to evaluate its office facilities to determine where it can exit or consolidate its use of office space.

The Company modified certain of its operating leases, resulting in a decrease in lease liabilities by $ 234 during the three months ended March 31, 2025 and an increase in lease liabilities by $ 3,228 during the three months ended March 31, 2024, with a corresponding adjustment to ROU assets.

As of March 31, 2025 and December 31, 2024, the Company did not have any significant leases that have not yet commenced but that create significant rights and obligations for the Company.

Maturities of lease liabilities as of March 31, 2025 were as follows:

The Company modified certain of its operating leases, resulting in an increase of its lease liabilities by $ 3,107 and $ 3,377 , during the six months ended June 30, 2025 and 2024, respectively, with a corresponding adjustment to ROU assets.

As of June 30, 2025 and December 31, 2024, the Company did not have any significant leases that have not yet commenced but that create significant rights and obligations for the Company.

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

June 30, 2025

(In thousands, except per share amount and share count)

Maturities of lease liabilities as of June 30, 2025 were as follows:

Operating Leases Finance Leases

2025 (April 1 - December 31) $ 17,304 $ 763

2025 (July 1 - December 31) $ 12,060 $ 845

2026 23,430 793

6 unchanged sentences

Present value of lease liabilities $ 80,776 $ 2,163

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

March 31, 2025

(In thousands, except per share amount and share count)

The Company determines the tax provision for interim periods using an estimate of its annual effective tax rate.

Each quarter, the Company updates its estimate of annual effective tax rate, and if its estimated tax rate changes, the Company makes a cumulative adjustment.

The effective tax rate decreased from 22.0 % during the three months ended March 31, 2024 to 16.9 % during the three months ended March 31, 2025.

The Company recorded income tax expense of $ 13,496 and $ 13,753 for the three months ended March 31, 2025 and 2024, respectively.

The decrease in income tax expense for the three months ended March 31, 2025 was primarily a result of higher excess tax benefits related to stock-based compensation, partially offset by higher profit and increase in non-deductible compensation expenses, compared to the three months ended March 31, 2024.

The effective tax rate decreased from 23.2 % to 21.9 %, during the three months ended June 30, 2024 and 2025, respectively.

The Company recorded income tax expense of $ 18,546 and $ 13,873 during the three months ended June 30, 2025 and 2024, respectively.

The increase in income tax expense was primarily driven by higher profit, partially offset by lower state taxes and higher excess tax benefits during the three months ended June 30, 2025, compared to the three months ended June 30, 2024.

The effective tax rate decreased from 22.6 % to 19.5 %, during the six months ended June 30, 2024 and 2025, respectively.

The Company recorded income tax expense of $ 32,042 and $ 27,626 during the six months ended June 30, 2025 and 2024, respectively.

The increase in income tax expense was primarily driven by higher profit, and an increase in non-deductible expenses, partially offset by lower state taxes and higher excess tax benefits during the six months ended June 30, 2025, compared to the six months ended June 30, 2024.

Deferred income taxes recognized in OCI were as follows:

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2025 2024 2025 2024

Deferred taxes benefit / (expense) recognized on:

4 unchanged sentences

Total $ ( 937 ) $ ( 33 ) $ ( 3,885 ) $ 295

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

June 30, 2025

(In thousands, except per share amount and share count)

Stock-Based Compensation

Stock-based compensation expense by nature of function, as below, are included in the unaudited consolidated statements of income:

Three months ended March 31,

Stock-based compensation expense by function, as below, are included in the unaudited consolidated statements of income:

Three months ended June 30, Six months ended June 30,

2025 2024 2025 2024

Cost of revenues $ 3,421 $ 3,858 $ 6,908 $ 7,807

2 unchanged sentences

Total $ 16,392 $ 18,095 $ 35,579 $ 35,947

Income tax benefit related to stock-based compensation (1)

Income tax benefit related to share-based compensation (1)

$ 4,211 $ 4,619 $ 13,316 $ 9,977

(1) Includes $ 14,526 and $ 7,523 during the three months ended March 31, 2025 and 2024, respectively, related to discrete benefits recognized in income tax expense in accordance with ASU No.

(1) Includes $ 203 and $ 18 during the three months ended June 30, 2025 and 2024, respectively, and $ 14,728 and $ 7,541 during the six months ended June 30, 2025 and 2024, respectively, related to discrete benefits recognized in income tax expense in accordance with ASU No.

2016-09, Compensation - Stock Compensation.

As of March 31, 2025 and December 31, 2024, the Company had 549,764 and 1,813,592 shares, respectively, available for grant under the 2018 Omnibus Incentive Plan.

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

March 31, 2025

(In thousands, except per share amount and share count)

On June 17 2025, the Company’s stockholders approved 2025 Omnibus Incentive Plan (the "2025 Plan"), which among other things, reserves 6,800,000 shares (as adjusted under the terms thereof) of the Company’s common stock for grant of awards under the 2025 Plan, at which time new awards under the 2018 Omnibus Incentive Plan (the "2018 Plan") were not permitted to be made, but outstanding awards under the 2018 Plan will continued to be governed by the terms thereof.

As of June 30, 2025, the Company had 5,755,688 shares available for future grants under the 2025 Plan.

Stock Options

8 unchanged sentences

Forfeited ( 33,585 ) 30.15 — —

Outstanding at March 31, 2025 1,768,305 $ 30.14 $ 30,191 8.2

Vested and exercisable at March 31, 2025 425,265 $ 30.14 $ 7,261 8.2

Outstanding at June 30, 2025 1,734,720 $ 30.14 $ 23,686 8.0

Vested and exercisable at June 30, 2025 828,235 $ 30.14 $ 11,303 8.0

Weighted average grant date fair value of per unit of stock option granted during the period

As of March 31, 2025, unrecognized compensation cost of $ 11,998 is expected to be expensed over a weighted average period of 2.3 years.

As of June 30, 2025, unrecognized compensation cost of $ 10,390 is expected to be expensed over a weighted average period of 2.0 years.

Share Matching Program

Under the Company’s 2018 Omnibus Incentive Plan (the “2018 Plan”), the Company established a share matching program (“SMP”) for executive officers and other specified employees.

Under the Company’s 2018 Plan, the Company established a share matching program (“SMP”) for executive officers and other specified employees.

Under the SMP, the Company agreed to issue a number of restricted stock units equal to the number of newly acquired shares of the Company's common stock.

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

June 30, 2025

(In thousands, except per share amount and share count)

Restricted stock unit activity under the SMP is shown below:

1 unchanged sentence

Number Weighted Average

Outstanding at December 31, 2024* 144,845 $ 24.95

Outstanding as of December 31, 2024* 144,845 $ 24.95

Vested* ( 144,845 ) 24.95

Forfeited — —

Outstanding as of March 31, 2025* — $ —

* As of March 31, 2025 and December 31, 2024 restricted stock units vested for which the underlying common stock is yet to be issued are 217,230 and 72,385 , respectively.

Outstanding as of June 30, 2025* — $ —

* As of June 30, 2025 and December 31, 2024 restricted stock units vested for which the underlying common stock is yet to be issued are 217,230 and 72,385 , respectively.

Restricted Stock Units

6 unchanged sentences

Forfeited ( 72,886 ) 34.93

Outstanding as of March 31, 2025* 2,743,823 $ 35.74

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

March 31, 2025

(In thousands, except per share amount and share count)

* As of March 31, 2025 and December 31, 2024 restricted stock units vested for which the underlying common stock is yet to be issued are 291,520 and 289,547 , respectively.

As of March 31, 2025, unrecognized compensation cost of $ 89,438 is expected to be expensed over a weighted average period of 3.0 years.

Outstanding as of June 30, 2025* 2,872,199 $ 37.47

* As of June 30, 2025 and December 31, 2024 restricted stock units vested for which the underlying common stock is yet to be issued are 346,431 and 289,547 , respectively.

As of June 30, 2025, unrecognized compensation cost of $ 91,077 is expected to be expensed over a weighted average period of 2.8 years.

Performance Based Stock Awards

Under the 2018 Plan, the Company grants performance-based restricted stock units (“PRSUs”) to executive officers and other specified employees.

During the three months ended March 31, 2025, the Company granted 40 % of each award recipient’s equity grants in the form of PRSUs that cliff vest at the end of a three-year period based on an aggregated revenue target for a three-year period (“PU”).

The remaining 60 % of each award recipient’s equity grants are PRSUs that are based on market conditions, contingent on the Company's meeting a total shareholder return relative to a group of peer companies specified under the 2018 Plan, and are measured over a three-year performance period (“MU”).

Under the Company’s equity incentive plans, the Company grants performance-based restricted stock units (“PRSUs”) to executive officers and other specified employees.

During the six months ended June 30, 2025, under the 2025 Plan and the 2018 Plan, the Company granted 40 % of each award recipient’s equity grants in the form of PRSUs that cliff vest at the end of a three-year period based on an aggregated revenue target for a three-year period (“PU”).

The remaining 60 % of each award recipient’s equity grants are PRSUs that are based on market conditions, contingent on the Company’s meeting a total shareholder return relative to a group of peer companies specified under PRSU agreements, and are measured over a three-year performance period (“MU”).

PRSU activity under the Company’s stock plans is shown below:

6 unchanged sentences

Forfeited ( 10,986 ) 36.13 ( 16,464 ) 52.18

Outstanding as of March 31, 2025 631,010 $ 34.03 946,020 $ 48.85

As of March 31, 2025, unrecognized compensation cost of $ 41,380 is expected to be expensed over a weighted average period of 2.1 years.

Outstanding as of June 30, 2025 771,643 $ 36.74 1,156,970 $ 53.40

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

June 30, 2025

(In thousands, except per share amount and share count)

As of June 30, 2025, unrecognized compensation cost of $ 55,968 is expected to be expensed over a weighted average period of 2.0 years.

Employee Stock Purchase Plan

9 unchanged sentences

Issuance of common stock made during the fifth offering period 64,939 $ 1,823

Shares available for issuance as of March 31, 2025 3,607,805

Contributions received for the sixth offering period up to March 31, 2025 $ 2,935

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

March 31, 2025

(In thousands, except per share amount and share count)

Shares available for issuance as of June 30, 2025 3,607,805

Issuance of common stock related to the sixth offering period made subsequent to June 30, 2025 97,536 $ 3,844

Related Party Disclosures

In April 2022, the Company entered into a service contract for providing data and AI-led services to The Vanguard Group Inc., which reported that it beneficially owns approximately 10% of the Company’s common stock as of December 31, 2024.

During the three months ended March 31, 2025 and 2024, the Company recognized revenues, net of $ nil and $ 166 , respectively, related to this service contract.

The Company had outstanding accounts receivable, net of $ nil and $ 124 , related to this service contract as of March 31, 2025 and December 31, 2024, respectively.

In February 2024, the Company entered into a service contract for providing data and AI-led services to Corridor Platforms, Inc., which is an equity affiliate of the Company.

During the three months ended March 31, 2025 and 2024, the Company recognized revenues, net of $ 42 and $ 151 , respectively, related to this service contract.

The Company had outstanding accounts receivable, net of $ 14 and $ 56 , related to this service contract as of March 31, 2025 and December 31, 2024, respectively.

The Company provides data and AI-led services to Corridor Platforms, Inc., which is an equity affiliate of the Company.

The Company recognized revenues, net of $ 42 and $ 151 , during the three months ended June 30, 2025 and 2024 respectively, and $ 84 and $ 302 , during the six months ended June 30, 2025 and 2024 respectively.

The Company had outstanding accounts receivable, net of $ 56 each, related to this service contract as of June 30, 2025 and December 31, 2024.

The Company provides data and AI-led services to PharmaCord LLC., where one of the Company’s directors is the member-manager as of June 30, 2025.

The Company recognized revenues of $ 105 and $ nil during the three months ended June 30, 2025 and 2024, respectively, and $ 224 and nil during the six months ended June 30, 2025 and 2024, respectively.

The Company had outstanding accounts receivable, net of $ 70 and $ nil , related to this service contract as of June 30, 2025 and December 31, 2024, respectively.

Commitments and Contingencies

Capital Commitments

As of March 31, 2025, the Company had committed to spend approximately $ 10,300 under agreements to purchase property and equipment.

This amount is net of capital advances paid which are recognized in unaudited consolidated balance sheets as “Capital work in progress” under “Property and equipment.”

As of June 30, 2025, the Company had committed to spend approximately $ 5,000 under agreements to purchase property and equipment.

This amount is net of capital advances paid which are recognized in unaudited consolidated balance sheets as “Capital work in progress” under “Property and equipment, net.”

On June 15, 2023, the Company, along with other limited partners, entered into a limited partnership agreement with the general partner, PNP Financial Services Fund GP I, LLC and initial limited partner and outgoing partner, to form a partnership with the name Plug and Play Financial Services Fund I, L.P.

1 unchanged sentence

The Company committed to make an aggregate investment of $ 4,000 in the Partnership.

As of March 31, 2025, the Company has invested $ 1,800 in the Partnership and is committed to make further investments up to an amount of $ 2,200 .

As of June 30, 2025, the Company has invested $ 1,800 in the Partnership and is committed to make further investments up to an amount of $ 2,200 .

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

June 30, 2025

(In thousands, except per share amount and share count)

Other Commitments

12 unchanged sentences

The Company is currently involved in transfer pricing and related income tax disputes with Indian tax authorities.

The aggregate amount demanded by Indian tax authorities (net of advance payments) as of March 31, 2025 and December 31, 2024 is $ 50,535 and $ 49,588 , respectively.

The Company has made payments and/or provided bank guarantees against these demands in the amounts of $ 8,045 and $ 7,506 , as of March 31, 2025 and December 31, 2024, respectively.

The aggregate amount demanded by Indian tax authorities (net of advance payments) as of June 30, 2025 and December 31, 2024 is $ 50,191 and $ 49,588 , respectively.

The Company has made payments and/or provided bank guarantees against these demands in the amounts of $ 8,031 and $ 7,506 , as of June 30, 2025 and December 31, 2024, respectively.

The Company believes that its positions will more likely than not be sustained upon final examination by the tax authorities, and accordingly has not accrued any liabilities with respect to these matters in its consolidated financial statements.

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

March 31, 2025

(In thousands, except per share amount and share count)

Pursuant to reviewing the Company’s annual VAT filings, the Indian tax authorities raised aggregate VAT demands for tax years 2015 and 2017, in the amounts of $ 5,348 and $ 5,339 , as of March 31, 2025 and December 31, 2024, respectively.

The Company has provided bank guarantees against these demands in the amounts of $ 5,348 and $ 5,339 , as of March 31, 2025 and December 31, 2024, respectively.

The Indian GST authorities rejected the Company’s refund claims in the amounts of $ 5,746 and $ 5,885 as of March 31, 2025 and December 31, 2024, respectively.

Pursuant to reviewing the Company’s annual VAT filings, the Indian tax authorities raised aggregate VAT demands for tax years 2015 and 2017, in the amounts of $ 5,330 and $ 5,339 , as of June 30, 2025 and December 31, 2024, respectively.

The Company has provided bank guarantees against these demands in the amounts of $ 5,330 and 5,339 , as of June 30, 2025 and December 31, 2024, respectively.

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 technical merits.

The Indian GST authorities rejected the Company’s refund claims in the amounts of $ 5,732 and $ 5,885 as of June 30, 2025 and December 31, 2024, respectively.

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 provision was recognized as of March 31, 2025 and December 31, 2024, respectively.

Accordingly, no allowance was recorded against these GST receivables as of June 30, 2025 and December 31, 2024, respectively.

Some of the Company’s subsidiaries in India have undergone assessments with the statutory authority with respect to defined contribution plan.

Except for some components of the assessments for which the Company has recognized a provision in the financial statements, the Company believes that the amount demanded by such authority is not a meaningful indicator of the potential liabilities of the Company, and that these matters are without merit.

Except for some components of the assessments for which the Company has recognized a provision in the unaudited consolidated financial statements, the Company believes that the amount demanded by such authority is not a meaningful indicator of the potential liabilities of the Company, and that these matters are without merit.

The Company is defending against the assessment orders and in one case, has instituted an appeal against the order before the relevant tribunal while also making a payment under protest of the amount demanded.

3 unchanged sentences

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 claimed are without merit, and the Company intends to vigorously defend them.

With respect to pending litigation matters as of the reporting date, the Company believes that the damages claimed are without merit, and the Company intends to vigorously

EXLSERVICE HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

June 30, 2025

(In thousands, except per share amount and share count)

The Company will continuously monitor developments on these matters to assess potential impacts to the financial statements.

3 unchanged sentences

The Company will continuously monitor these matters to assess potential impacts to the financial statements.

Subsequent Events

On July 4, 2025, President Trump signed a new tax legislation commonly referred to as the One Big Beautiful Bill Act (“OBBBA”), effectively extending certain provisions of the 2017 Tax Cuts and Jobs Act, including adjusting a number of provisions that were subject to sunsets, phase-outs, or phase-ins.

While most of the changes made by OBBBA are effective in future tax years, some of its provisions are effective in the current tax year.

The Company is currently evaluating the impact of OBBBA on its consolidated financial statements.

On July 29, 2025, the Company entered into an Accelerated Share Repurchase (ASR) Agreement with Citibank to repurchase shares of its common stock for an aggregate purchase price of $ 125,000 , as part of the Company’s previously announced 2024 Repurchase Program of $ 500,000 .

The Company plans to fund the repurchase with available cash on hand and/or borrowings from its credit facility.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements