FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person *
AYYAPPAN AJAY
 2. Issuer Name and Ticker or Trading Symbol
ExlService Holdings, Inc. [EXLS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP & Gen Counsel/Corp. Sec'y.
(Last)
(First)
(Middle)

320 PARK AVENUE		 3. Date of Earliest Transaction (Month/Day/Year)
02/17/2023
(Street)

NEW YORK, NY 10022
(City)
(State)
(Zip)
4. If Amendment, Date 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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)

2. Transaction Date (Month/Day/Year)

2A. Deemed Execution Date, if any (Month/Day/Year)

3. Transaction Code (Instr. 8)

4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)

6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

Amount

(A) or (D)

Price

Common Stock, par value $0.001 per share

02/17/2023 S (1)  328D $170.895,369D 

Common Stock, par value $0.001 per share

02/17/2023 M 1,053A $ 0 (2) 6,422D 

Common Stock, par value $0.001 per share

02/17/2023 F 460D $170.57 (3) 5,962D 

Common Stock, par value $0.001 per share

02/19/2023 S (1)  593D $168.815,369D 

Common Stock, par value $0.001 per share

02/19/2023 M 840A $ 0 (2) 6,209D 

Common Stock, par value $0.001 per share

02/19/2023 F 367D $170.53 (4) 5,842D 

Common Stock, par value $0.001 per share

02/20/2023 M 517A $ 0 (2) 6,359D 

Common Stock, par value $0.001 per share

02/20/2023 F 226D $170.53 (5) 6,133D 


Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

 (2) 02/17/2023 M  1,053  (6)   (6)

Common Stock, par value $0.001 per share

1,053 $ 0 2,105D 

Restricted Stock Units

 (2) 02/19/2023 M  840  (7)   (7)

Common Stock, par value $0.001 per share

840 $ 0 840D 

Restricted Stock Units

 (2) 02/20/2023 M  517  (8)   (8)

Common Stock, par value $0.001 per share

517 $ 0 0 D 

Explanation of Responses:
1.

This sale was made pursuant to a 10b5-1 plan previously entered into by the reporting person.

2.

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.

3.

The reporting person's restricted stock units reported in this report vested on February 17, 2023. Pursuant to the ExlService Holdings, Inc. 2018 Omnibus Incentive Plan, pursuant to which such restricted stock units were granted, the closing price of the Common Stock on the Nasdaq Global Select Market on the preceding day is used for purposes of computing tax reporting and withholding.

4.

The reporting person's restricted stock units reported in this report vested on February 19, 2023. Pursuant to the ExlService Holdings, Inc. 2018 Omnibus Incentive Plan, pursuant to which such restricted stock units were granted, the closing price of the Common Stock on the Nasdaq Global Select Market on the preceding day is used for purposes of computing tax reporting and withholding.

5.

The reporting person's restricted stock units reported in this report vested on February 20, 2023. Pursuant to the ExlService Holdings, Inc. 2018 Omnibus Incentive Plan, pursuant to which such restricted stock units were granted, the closing price of the Common Stock on the Nasdaq Global Select Market on the preceding day is used for purposes of computing tax reporting and withholding.

6.

On February 17, 2021, the reporting person was granted 4,210 restricted stock units, vesting in four equal annual installments beginning on the first anniversary of the grant date. 25 percent of the restricted stock units became vested on February 17, 2022, an additional 25 percent of the restricted stock units became vested on February 17, 2023, an additional 25 percent of the restricted stock units will vest on February 17, 2024, and the remaining balance of 25 of the restricted stock units will vest on February 17, 2025.

7.

On February 19, 2020, the reporting person was granted 3,360 restricted stock units, vesting in four annual installments beginning on the first anniversary of the grant date. 25 percent of the restricted stock units became vested on February 19, 2021, an additional twenty-five percent of the restricted stock units became vested on February 19, 2022, an additional twenty-five percent of the restricted stock units became vested on February 19, 2023, and the remaining balance of twenty-five percent of the restricted stock units will vest on February 19, 2024.

8.

On February 20, 2019, the reporting person was granted 2,065 restricted stock units, vesting in four equal annual installments beginning on the first anniversary of the grant date. 25 percent of the restricted stock units became vested on February 19, 2020 an additional 25 percent of the restricted stock units became vested on February 20, 2021, an additional 25 percent of the restricted stock units became vested on February 20, 2022, and the remaining balance of 25 of the restricted stock units became vested on February 20, 2023.

Remarks:

Mr. Oseni is the Company's Head of Administration and Accounts.



Signatures

/s/ Lazbart Oseni, Attorney-in-Fact

02/22/2023
** Signature of Reporting PersonDate
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