Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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. Issuer Name and Ticker or Trading Symbol
ExlService Holdings, Inc. [EXLS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Chairman
(Last)
(First)
(Middle)
C/O EXLSERVICE HOLDINGS, INC., 280 PARK AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
08/11/2011
(Street)

NEW YORK, NY 10017
4. If Amendment, Date Original Filed(Month/Day/Year)
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.001 per share               37,500 (1) D (2)  
Common Stock, par value $0.001 per share               815,165 (3) I See footnote (4)
Common Stock, par value $0.001 per share               105,756 I See footnote (5)
Common Stock, par value $0.001 per share               130,223 (6) I See footnote (7)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Talwar Vikram
C/O EXLSERVICE HOLDINGS, INC.
280 PARK AVENUE
NEW YORK, NY 10017
  X     Chairman

Signatures

 /s/ Lazbart Oseni, Attorney-in-Fact   08/11/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) Reflects a transfer of 13,750 and 18,750 shares from the reporting person to the Vikram Talwar 1994 Trust effective February 25, 2011 and March 3, 2011, respectively.
(2) Owned by Vikram Talwar.
(3) Reflects a transfer of 13,750 and 18,750 shares from the reporting person to the Vikram Talwar 1994 Trust effective February 25, 2011 and March 3, 2011, respectively; a transfer of 31,974 shares from the Vikram Talwar 2009 Grantor Retained Annuity Trust to the Vikram Talwar 1994 Trust effective August 8, 2011.
(4) Owned by Vikram Talwar 1994 Trust.
(5) Owned by Vikram Talwar 2008 Grantor Retained Annuity Trust 2.
(6) Reflects a transfer of 31,974 shares from the Vikram Talwar 2009 Grantor Retained Annuity Trust to the Vikram Talwar 1994 Trust effective August 8, 2011.
(7) Owned by Vikram Talwar 2009 Grantor Retained Annuity Trust.
 
Remarks:
Mr. Oseni is the Company's Head of Administration and Accounts.

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