ExlService Holdings, Inc. — Director's Dealing 2011

Apr 26, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ExlService Holdings, Inc. (EXLS)
CIK: 0001297989
Period of Report: 2011-04-24

Reporting Person: Shashank Amit (VP & Gen. Counsel/Corp. Sec'y)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-24	Common Stock, par value $0.001 per share	M	2550	—	Acquired	16435	Direct
2011-04-24	Common Stock, par value $0.001 per share	F	829	$19.155	Disposed	15606	Direct
2011-04-25	Common Stock, par value $0.001 per share	M	4000	—	Acquired	19606	Direct
2011-04-25	Common Stock, par value $0.001 per share	F	1298	$19.155	Disposed	18308	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-24	Restricted Stock	$0	M	2550	Disposed		Common stock, par value $0.001 per share (2550)	Direct
2011-04-25	Restricted Stock	$0	M	4000	Disposed		Common stock, par value $0.001 per share (4000)	Direct

Footnotes

F1: As of April 24, 2011, ExlService Holdings, Inc. (the "Company") issued 2,550 shares of common stock, par value $0.001 per
share ("Common Stock"), to the reporting person upon the vesting of an equal number of shares of restricted stock previously
granted to the reporting person.

F2: The reporting person's restricted stock reported in this report vested on April 24, 2011. Pursuant to the Company's 2006
Omnibus Award Plan, pursuant to which such restricted stock was 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 tax reporting and withholding purposes.

F3: As of April 25, 2011, ExlService Holdings, Inc. (the "Company") issued 4,000 shares of common stock, par value $0.001 per
share ("Common Stock"), to the reporting person upon the vesting of an equal number of shares of restricted stock previously
granted to the reporting person.

F4: The reporting person's restricted stock reported in this report vested on April 25, 2011. Pursuant to the Company's 2006
Omnibus Award Plan, pursuant to which such restricted stock was 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 tax reporting and withholding purposes.

F5: 2,550 shares of restricted stock vested on April 24, 2011; and the remaining 3,400 shares of restricted stock will vest on
April 24, 2012.

F6: The remaining 4,000 shares of restricted stock vested on April 25, 2011.