FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person *   Talwar Vikram 2. Date of Event Requiring Statement (Month/Day/Year) 10/19/2006 3. Issuer Name and Ticker or Trading Symbol ExlService Holdings, Inc. [EXLS] (Last) (First) (Middle) C/O EXLSERVICE HOLDINGS, INC., 350 PARK AVENUE 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CEO and Vice Chairman 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) NEW YORK, NY 10022 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock, par value $0.001 per share (1) 1,599,254 D   Common Stock, par value $0.001 per share (1) 338,818 I (2) By Vikram Talwar 2004 Grantor Retained Annuity Trust Common Stock, par value $0.001 per share (1) 84,000 I (2) By Vikram Talwar 2004 Spousal Lifetime Access Trust Common Stock, par value $0.001 per share (1) 84,000 I (2) By Urvashi Talwar 2004 Spousal Lifetime Access Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock (1)	  (3)	  (3)	Common Stock, par value $0.001 per share	75,000	$ (4)	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Talwar Vikram C/O EXLSERVICE HOLDINGS, INC. 350 PARK AVENUE NEW YORK, NY 10022	  X	Â	  CEO and Vice Chairman	Â

Signatures

/s/ Vikram Talwar		10/19/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	In connection with the consummation by ExlService Holdings, Inc. (the "Company") of its initial public offering, the Company will effect a two for one stock split (the "Stock Split") of all of its outstanding shares of common stock. The amounts in this Form 3 reflect such Stock Split.
(2)	These shares are held in a trust for the benefit of the reporting person's spouse and children. The reporting person is a trustee of the Vikram Talwar Grantor Retained Annuity Trust. The reporting person and the reporting person's spouse are the trustees of the Vikram Talwar 2004 Spousal Lifetime Access Trust. The reporting person is a trustee of the Urvashi Talwar 2004 Spousal Lifetime Access Trust.
(3)	25 percent of the shares of restricted stock vest on November 15, 2006 and an additional 25 percent of such shares vest each anniversary of November 15, 2006.
(4)	Not applicable
  Remarks: EXHIBIT LIST: Exhibit 24.1 -- Power of Attorney

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