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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of Report (date of earliest event reported): June 13, 2007

                            EXLSERVICE HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE                    001-33089                 82-0572194
 (State or other jurisdiction    (Commission File No.)         (IRS Employer
      of incorporation)                                     Identification No.)


                                 350 PARK AVENUE
                            NEW YORK, NEW YORK 10022
                    (Address of principal executive offices)


                                 (212) 277-7100
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
          (Former name or former address, if changed since last report)

Check  the  appropriate  box  below if the  Form  8-K  filing  is  intended  to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):

|_|    Written communications pursuant to Rule 425 under the Securities Act (17
       CFR 230.425)

|_|    Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
       CFR 240.14a-12)

|_|    Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
       Exchange Act (17 CFR 240.14d-2(b))

|_|    Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
       Exchange Act (17 CFR 240.13e-4(c))

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Item 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. On June 13, 2007, Mr. Rohit Kapoor, who is currently the President of ExlService Holdings, Inc. (the "Company"), took on the additional role of Chief Operating Officer of the Company. Information regarding Mr. Kapoor's business experience and any related person transactions between Mr. Kapoor and the Company can be found in the Company's Definitive Proxy Statement with regard to its 2007 Annual Meeting of Stockholders, which Definitive Proxy Statement was filed with the Securities and Exchange Commission on April 25, 2007. Item 7.01 REGULATION FD DISCLOSURE. On June 18, 2007, the Company issued a press release announcing the results of its 2007 Annual Meeting of Stockholders, which was held on June 13, 2007. A copy of the press release is attached as Exhibit 99.1 hereto. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) EXHIBIT NO. EXHIBIT ----------- ------- 99.1 Press Release, dated June 18, 2007

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. EXLSERVICE HOLDINGS, INC. (Registrant) Date: June 18, 2007 By: /s/ Amit Shashank ----------------------------------- Name: Amit Shashank Title: Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX EXHIBIT NO. EXHIBIT ----------- ------- 99.1 Press Release, dated June 18, 2007

                                                                   EXHIBIT 99.1
                                                                   ------------

[GRAPHIC OMITTED - LOGO]
EXL
SERVICE
- -------
global solutions,
value delivered.
                                                    350 Park Avenue
                                                    New York, NY 10022


FOR IMMEDIATE RELEASE

Contact: Jarrod Yahes                               PRESS: Kerry Kelly-Guiliano
Head of Investor Relations                          Financial Dynamics
ExlService Holdings, Inc.                           (617) 747-3603
(212) 277-7109                                      kerry.guiliano@fd.com
ir@exlservice.com


         EXL ANNOUNCES RESULTS FROM 2007 ANNUAL MEETING OF STOCKHOLDERS

NEW YORK, NY - JUNE 18, 2007 - ExlService Holdings, Inc. ("EXL") (NASDAQ: EXLS)
announced  results from the Company's 2007 Annual Meeting of Stockholders  held
on Wednesday, June 13, 2007.

All  nominees  proposed  for  election as Class I directors of the Company were
elected by a majority  of  shareholders  entitled  to vote on the matter with a
quorum of shareholders present in person or by proxy. The following individuals
were elected as Class I directors serving for a three-year term expiring at the
Annual Meeting of Stockholders of the Company in 2010:  Edward "Ted" V. Dardani
and Rohit Kapoor.  Ted, Partner of Oak Hill Capital Partners,  L.P., has served
as a  member  of the EXL  Board  of  Directors  since  April  2005.  Rohit is a
co-founder of EXL and has served as President of EXL since November 2002.

Also on the meeting's  agenda was a proposal to ratify the selection of Ernst &
Young LLP as the independent  registered  public accounting firm of the Company
for  fiscal  year 2007.  This  proposal  was  approved  by a  majority  vote of
shareholders  entitled  to vote on the  matter  with a quorum  of  shareholders
present in person or by proxy

ABOUT EXLSERVICE HOLDINGS, INC.:

ExlService Holdings,  Inc. (NASDAQ: EXLS), is a recognized provider of offshore
solutions including business process outsourcing (BPO),  research and analytics
and advisory  services.  It primarily serves the needs of Global 1000 companies
in the banking,  financial  services and insurance sector. EXL is headquartered
at 350 Park Avenue,  New York,  NY. Find  additional  information  about EXL at
www.exlservice.com.


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