X0202 3 2006-10-19 0 0001297989 ExlService Holdings, Inc. EXLS 0001377912 FINANCIAL TECHNOLOGY MANAGEMENT, LLC 555 CALIFORNIA STREET, SUITE 2900 SAN FRANCISCO CA 94104 0 0 1 1 See Footnote 2 Common Stock, par value $0.001 per share 1694278 I By Financial Technology Ventures (Q), L.P. Common Stock, par value $0.001 per share 62806 I By Financial Technology Ventures, L.P. 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. Financial Technology Management, LLC ("FTM") is the general partner of Financial Technology Ventures (Q), L.P. ("FTVQ") and Financial Technology Ventures, L.P. ("FTV"). Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), FTM is deemed to be a beneficial owner of the securities owned by FTVQ and FTV only to the extent of the greater of its respective direct or indirect interest in the profits or capital account of FTVQ and FTV. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that FTM is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities owned by FTVQ or FTV in excess of such amount. /s/ Richard N. Garman 2006-10-19