X0306 4 2015-02-08 0 0001297989 ExlService Holdings, Inc. EXLS 0001373633 Bhalla Vikas 280 PARK AVENUE NEW YORK NY 10017 0 1 0 0 EVP & Head of Outsourcing. Common Stock, par value $0.001 per share 2015-02-08 4 M 0 1600 A 3457 D Common Stock, par value $0.001 per share 2015-02-08 4 M 0 230 A 3687 D Common Stock, par value $0.001 per share 2015-02-08 4 F 0 623 31.30 D 3064 D Restricted Stock Units 2015-02-08 4 M 0 1600 0.00 D Common Stock, par value $0.001 per share 1600 5600 D Restricted Stock Units 2015-02-08 4 M 0 230 0.00 D Common Stock, par value $0.001 per share 230 231 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 7, 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. 1,600 shares of restricted stock units became vested on February 8, 2015; an additional 2,400 shares of the restricted stock units will vest on February 8, 2016; and the remaining balance i/n/o 3,200 shares of the restricted stock units will vest on February 8, 2017. 230 shares of restricted stock units became vested on February 8, 2015, and the remaining balance i/n/o 231 shares of restricted stock units will vest on February 8, 2016 Mr. Oseni is the Company's Head of Administration and Accounts /s/ Lazbart Oseni, Attorney-in-Fact 2015-02-11