EXHIBIT 24.1
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                               POWER OF ATTORNEY

         Know all by these presents,  that the undersigned  hereby  constitutes
and appoints each of the following officers of the Company:

         (i) General Counsel,

         (ii) Corporate Secretary,

         (iii) Chief Financial Officer,

         (iv) Chief Executive Officer,

         (v) Head of Administration and Accounts, and

         (vi) Head of Investor Relations,

signing singly, the undersigned's true and lawful attorney-in-fact to:

         (1)      execute  for  and  on  behalf  of  the  undersigned,  in  the
undersigned's  capacity as an officer and/or  director of ExlService  Holdings,
Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder;

         (2)      do and  perform  any and all  acts for and on  behalf  of the
undersigned  which may be  necessary  or  desirable to complete and execute any
such  Form 3, 4,  or 5 and  timely  file  such  form  with  the  United  States
Securities and Exchange Commission and any stock exchange or similar authority;
and

         (3)      take any other action of any type  whatsoever  in  connection
with the foregoing  which, in the opinion of such  attorney-in-fact,  may be of
benefit to, in the best interest of, or legally  required by, the  undersigned,
it being  understood that the documents  executed by such  attorney-in-fact  on
behalf of the  undersigned  pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such  attorney-in-fact  may
approve in such attorney-in-fact's discretion.

         The undersigned hereby grants to each such attorney-in-fact full power
and  authority  to do and  perform  any  and  every  act and  thing  whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and  powers  herein  granted,  as  fully to all  intents  and  purposes  as the
undersigned  might  or could  do if  personally  present,  with  full  power of
substitution  or  revocation,  hereby  ratifying and  confirming  all that such
attorney-in-fact,  or such attorney-in-fact's substitute or substitutes,  shall
lawfully  do or cause to be done by virtue of this  power of  attorney  and the
rights  and  powers  herein  granted.  The  undersigned  acknowledges  that the
foregoing attorneys-in-fact,  in serving in such capacity at the request of the
undersigned,  are  not  assuming,  nor  is  the  Company  assuming,  any of the
undersigned's  responsibilities  to comply  with  Section 16 of the  Securities
Exchange Act of 1934.

         This Power of Attorney shall remain in full force and effect until the
undersigned is no longer  required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing  delivered to the
foregoing attorneys-in-fact.

         IN WITNESS WHEREOF,  the undersigned has caused this Power of Attorney
to be executed as of this 19th day of October, 2006

                               /s/ Rohit Kapoor
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                                   Signature

                                 Rohit Kapoor
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                                  Print Name