X0306 4 2015-02-13 0 0001297989 ExlService Holdings, Inc. EXLS 0001465521 Chhibbar Vishal 280 PARK AVENUE NEW YORK NY 10017 0 1 0 0 EVP & CFO Common Stock, par value $0.001 per share 2015-02-13 4 M 0 700 A 13643 D Common Stock, par value $0.001 per share 2015-02-13 4 M 0 374 A 14017 D Common Stock, par value $0.001 per share 2015-02-13 4 F 0 366 31.37 D 13651 D Restricted Stock Units 2015-02-13 4 M 0 700 0.00 D Common Stock, par value $0.001 per share 700 6300 D Restricted Stock Units 2015-02-13 4 M 0 374 0.00 D Common Stock, par value $0.001 per share 374 751 D Restricted stock units of ExlService Holdings, Inc. (the "Company") convert into common stock, par value $0.001 per share (the "Common Stock") on a one-for-one basis. The reporting person's restricted stock units reported in this report vested on February 13, 2015. Pursuant to the Company's 2006 Omnibus Award Plan, pursuant to which such restricted stock units were granted, the average of the high and low sale prices of the Common Stock on the Nasdaq Global Select Market on the preceding day is used for purposes of computing tax reporting and withholding. 700 shares of restricted stock units became vested on February 13, 2015; an additional 1,400 shares of the restricted stock units will vest on February 13, 2016, an additional 2,100 shares of the restricted stock units will vest on February 13, 2017; and the remaining balance i/n/o 2,800 shares of the restricted stock units will vest on February 13, 2018. 374 shares of restricted stock units became vested on February 13, 2015, an additional 375 shares of the restricted stock units will vest on February 13, 2016; and the remaining balance i/n/o 376 shares of restricted stock units will vest on February 13, 2017. Mr. Oseni is the Company's Head of Administration and Accounts. /s/ Lazbart Oseni, Attorney-in-Fact 2015-02-18