Ownership Submission
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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(Print or Type Responses)
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  

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     CEO and Vice Chairman  

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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