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* Talwar Vikram (Last) (First) (Middle) C/O EXLSERVICE HOLDINGS, INC. 350 PARK AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/19/2006	3. Issuer Name and Ticker or Trading Symbol ExlService Holdings, Inc. [ EXLS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) CEO and Vice Chairman	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(1)	1,599,254	D
Common Stock, par value $0.001 per share(1)	338,818	I(2)	By Vikram Talwar 2004 Grantor Retained Annuity Trust
Common Stock, par value $0.001 per share(1)	84,000	I(2)	By Vikram Talwar 2004 Spousal Lifetime Access Trust
Common Stock, par value $0.001 per share(1)	84,000	I(2)	By Urvashi Talwar 2004 Spousal Lifetime Access Trust

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
Restricted Stock(1)	(3)	(3)	Common Stock, par value $0.001 per share	75,000	(4)	D

Explanation of Responses:

1. 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.

2. These shares are held in a trust for the benefit of the reporting person's spouse and children. The reporting person is a trustee of the Vikram Talwar Grantor Retained Annuity Trust. The reporting person and the reporting person's spouse are the trustees of the Vikram Talwar 2004 Spousal Lifetime Access Trust. The reporting person is a trustee of the Urvashi Talwar 2004 Spousal Lifetime Access Trust.

3. 25 percent of the shares of restricted stock vest on November 15, 2006 and an additional 25 percent of such shares vest each anniversary of November 15, 2006.

4. Not applicable

Remarks:

EXHIBIT LIST: Exhibit 24.1 -- Power of Attorney

	/s/ Vikram Talwar	10/19/2006
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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                                                                   EXHIBIT 24.1
                                                                   ------------

                               POWER OF ATTORNEY

         Know all by these presents,  that the undersigned  hereby  constitutes
and appoints each of the following officers of the Company:

         (i) General Counsel,

         (ii) Corporate Secretary,

         (iii) Chief Financial Officer,

         (iv) Chief Executive Officer,

         (v) Head of Administration and Accounts, and

         (vi) Head of Investor Relations,

signing singly, the undersigned's true and lawful attorney-in-fact to:

         (1)      execute  for  and  on  behalf  of  the  undersigned,  in  the
undersigned's  capacity as an officer and/or  director of ExlService  Holdings,
Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder;

         (2)      do and  perform  any and all  acts for and on  behalf  of the
undersigned  which may be  necessary  or  desirable to complete and execute any
such  Form 3, 4,  or 5 and  timely  file  such  form  with  the  United  States
Securities and Exchange Commission and any stock exchange or similar authority;
and

         (3)      take any other action of any type  whatsoever  in  connection
with the foregoing  which, in the opinion of such  attorney-in-fact,  may be of
benefit to, in the best interest of, or legally  required by, the  undersigned,
it being  understood that the documents  executed by such  attorney-in-fact  on
behalf of the  undersigned  pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such  attorney-in-fact  may
approve in such attorney-in-fact's discretion.

         The undersigned hereby grants to each such attorney-in-fact full power
and  authority  to do and  perform  any  and  every  act and  thing  whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and  powers  herein  granted,  as  fully to all  intents  and  purposes  as the
undersigned  might  or could  do if  personally  present,  with  full  power of
substitution  or  revocation,  hereby  ratifying and  confirming  all that such
attorney-in-fact,  or such attorney-in-fact's substitute or substitutes,  shall
lawfully  do or cause to be done by virtue of this  power of  attorney  and the
rights  and  powers  herein  granted.  The  undersigned  acknowledges  that the
foregoing attorneys-in-fact,  in serving in such capacity at the request of the
undersigned,  are  not  assuming,  nor  is  the  Company  assuming,  any of the
undersigned's  responsibilities  to comply  with  Section 16 of the  Securities
Exchange Act of 1934.

         This Power of Attorney shall remain in full force and effect until the
undersigned is no longer  required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing  delivered to the
foregoing attorneys-in-fact.

         IN WITNESS WHEREOF,  the undersigned has caused this Power of Attorney
to be executed as of this 19th day of October, 2006

                              /s/ Vikram Talwar
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                                   Signature

                                 Vikram Talwar
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                                   Print Name