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 __X__ Officer (give title below) _____ Other (specify below) Vice Chairman and CEO (Last) (First) (Middle) C/O EXLSERVICE HOLDINGS, INC., 350 PARK AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 04/20/2007 (Street) NEW YORK, NY 10022 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 04/20/2007   G(1)   18,750 D $ 0 6,000 D   Common Stock, par value $0.001 per share 04/20/2007   G(1)   18,750 A $ 0 1,468,203 (2) I See Footnote (3) Common Stock, par value $0.001 per share 05/02/2007   S(4)   7,500 D $ 22.5 1,460,703 I See Footnote (3) Common Stock, par value $0.001 per share 05/02/2007   S(5)   7,500 D $ 22.5 281,119 (2) I See Footnote (6)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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. 350 PARK AVENUE NEW YORK, NY 10022	X		Vice Chairman and CEO

Signatures

/s/ Lazbart Oseni, Attorney-in-Fact		05/03/2007
**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)	On April 20, 2007, the reporting person contributed 18,750 shares of common stock of ExlService Holdings, Inc. (the "Common Stock") to the Talwar 1994 Trust, of which the reporting person and his spouse are trustees and in which the reporting person and his spouse share a pecuniary interest and their children have a residual interest.
(2)	This figure reflects a transfer on April 20, 2007 from the Vikram Talwar 2004 Grantor Retained Annuity Trust (the "GRAT"), of which the reporting person is the trustee, of 50,199 shares of Common Stock to the Talwar 1994 Trust. The reporting person indirectly beneficially owns the shares of Common Stock owned by the GRAT and the Talwar 1994 Trust.
(3)	Owned by the Talwar 1994 Trust.
(4)	This sale was made pursuant to a 10b5-1 plan previously entered into by the Talwar 1994 Trust.
(5)	This sale was made pursuant to a 10b5-1 plan previously entered into by the GRAT.
(6)	Owned by the GRAT.
Remarks: Mr. Oseni is the Company's Head of Administration and Accounts.

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