SEC Form 3

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 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Gupta Sanjay (Last) (First) (Middle) 280 PARK AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/07/2010	3. Issuer Name and Ticker or Trading Symbol ExlService Holdings, Inc. [ EXLS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Global Head of HR	5. If Amendment, Date of 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

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	9,774	D

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: 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
Employee Stock Options (right to buy)	(1)	07/26/2016	See footnote(2)	10,000	$11.875	D
Employee Stock Options (right to buy)	(3)	02/10/2019	See footnote(2)	24,000	$8.75	D
Restricted Stock	(4)	06/12/2017	See footnote(2)	2,000	(5)	D
Restricted Stock	(6)	(6)	See footnote(2)	3,022	(5)	D
Restricted Stock	(7)	(7)	See footnote(2)	5,000	(5)	D

Explanation of Responses:

1. 100% of the options have previously vested and are immediately exercisable.

2. Common Stock, par value $0.001 per share.

3. 10% of the options have previously vested and are immediately exercisable; an additional 20 percent of the options will vest and become exercisable on February 10, 2011, an additional 30 percent of the options will vest and become exercisable on February 10, 2012, and the remaining 40 percent of options will vest and become exercisable on February 10, 2013.

4. 100% of the restricted stock will vest on April 25, 2011.

5. Not applicable.

6. 1,295 shares of the restricted stock will vest on April 24, 2011 and the remaining 1,727 shares of restricted stock will vest on April 24, 2012.

7. 10% of the restricted stock will vest on February 4, 2011, an additional 20% of the restricted stock will vest on February 4, 2012, an additional 30% of the restricted stock will vest on February 4, 2013 and the remaining 40% of the restricted stock will vest on February 4, 2014.

Remarks:

Mr. Oseni is the Company's Head of Administration and Accounts Exhibit 24.1: Power of Attorney

	/s/ Lazbart Oseni, Attorney-in-Fact	05/13/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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