Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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(Print or Type Responses)

1. Name and Address of Reporting Person * Kapoor Rohit 2. Issuer Name and Ticker or Trading Symbol ExlService Holdings, Inc. [EXLS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman & CEO (Last) (First) (Middle) 320 PARK AVENUE, 29TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 11/04/2024 (Street) NEW YORK, NY 10022 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 (City) (State) (Zip) 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 11/04/2024 S 100,000 D $42.07(1) 1,190,240 D(2) Common Stock, par value $0.001 per share 11/05/2024 S 100,000 D $42.75(3) 1,090,240 D(2) Common Stock, par value $0.001 per share 885,670 I See Footnote(4) Common Stock, par value $0.001 per share 420,000 I See Footnote(5) Common Stock, par value $0.001 per share 420,000 I See Footnote(6) Common Stock, par value $0.001 per share 665,925 I See Footnote(7) Common Stock, par value $0.001 per share 201,095 I See footnote(8)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities (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

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
Kapoor Rohit 320 PARK AVENUE, 29TH FLOOR NEW YORK, NY 10022	X		Chairman & CEO

Signatures

/s/ Ajay Ayyappan, Attorney-in-Fact	11/06/2024
**Signature of Reporting Person	Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	This transaction was executed in multiple trades at prices ranging from $41.55 to $42.34 per share. The price reported above reflects the weighted average purchase price on the date indicated. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares.
(2)	Owned by Rohit Kapoor.
(3)	This transaction was executed in multiple trades at prices ranging from $42.04 to $43.09 per share. The price reported above reflects the weighted average purchase price on the date indicated. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares.
(4)	Owned by the 2016 Kapoor Family Trust Created Under the Rohit Kapoor 2005 GRAT.
(5)	Owned by the Rohit Kapoor Spousal Lifetime Access Trust.
(6)	Owned by the Shikha Kapoor 2005 Family Trust.
(7)	Owned by the Rohit Kapoor 2016 Family Trust
(8)	Owned by the 2016 Kapoor Family Trust Created Under the Rohit Kapoor 2013 GRAT.
Remarks: Mr. Ayyappan is the Company's General Counsel.

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