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) 280 PARK AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 04/20/2012 (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 04/20/2012   M(1)   24,768 A $ 8.75 62,268 D (2)   Common Stock, par value $0.001 per share 04/20/2012   S(3)   24,768 D $ 27.5 37,500 D (2)   Common Stock, par value $0.001 per share 04/23/2012   M(4)   32,717 A $ 8.75 70,217 D (2)   Common Stock, par value $0.001 per share 04/23/2012   S(3)   32,717 D $ 27.7623 (5) 37,500 D (2)   Common Stock, par value $0.001 per share               603,880 I See footnote (6) Common Stock, par value $0.001 per share               130,223 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

Employee Stock Options (right to buy)

$ 8.75

04/20/2012

M(1)

24,768

(8)

02/10/2019

Common Stock, par value $0.001 per share

24,768

$ 0

125,232

D

Employee Stock Options (right to buy)

$ 8.75

04/23/2012

M(4)

32,717

(9)

02/10/2019

Common Stock, par value $0.001 per share

32,717

$ 0

92,515

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Talwar Vikram 280 PARK AVENUE NEW YORK, NY 10017	X			Chairman

Signatures

/s/ Lazbart Oseni, Attorney-in-Fact		04/24/2012
**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, 2012, the reporting person exercised previously issued options to purchase an aggregate of 24,768 shares of common stock of ExlService Holdings, Inc.
(2)	Owned by Vikram Talwar.
(3)	This sale was made pursuant to a 10b5-1 plan previously entered into by the Talwar 1994 Trust (the "Trust").
(4)	On April 23, 2012, the reporting person exercised previously issued options to purchase an aggregate of 32,717 shares of common stock of ExlService Holdings, Inc.
(5)	This transaction was executed in multiple trades at prices ranging from $27.75 to $27.85 per share. The price reported above reflects the weighted average purchase price on the date indicated. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
(6)	Owned by the Trust.
(7)	Owned by the Vikram Talwar 2009 Grantor Retained Annuity Trust.
(8)	125,232 of these options are currently vested and exercisable.
(9)	92,515 of these options are currently vested and exercisable.
Remarks: Mr. Oseni is the Company's Head of Administration and Accounts.

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