X0304 4 2011-09-19 0 0001297989 ExlService Holdings, Inc. EXLS 0001145640 OHCP GENPAR LP 201 MAIN STREET SUITE 1018 FORT WORTH TX 76102 0 0 1 1 See Remarks 0001145641 OHCP MGP LLC 201 MAIN STREET SUITE 1018 FORT WORTH TX 76102 0 0 1 1 See Remarks Common Stock 2011-09-19 4 S 0 2925000 23.00 D 7353942 I See footnote Common Stock 2011-09-19 4 S 0 75000 23.00 D 188562 I See footnote By Oak Hill Capital Partners, L.P. ("OHCP"). OHCP MGP, LLC ("OHCP MGP") is the general partner of OHCP GenPar, L.P. ("OHCP GenPar"), which is the general partner of OHCP, beneficial owner of the securities reported herein. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934 (the "Act"), each of OHCP MGP and OHCP GenPar may be deemed to be the beneficial owner of the securities beneficially owned by OHCP only to the extent of the greater of its respective direct or indirect interest in the profits or capital account of OHCP. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that OHCP MGP or OHCP GenPar is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities owned by OHCP in excess of such amount. By Oak Hill Capital Management Partners, L.P. ("OHCMP"). OHCP MGP is the general partner of OHCP GenPar, which is the general partner of OHCMP, beneficial owner of the securities reported herein. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Act, each of OHCP MGP and OHCP GenPar may be deemed to be the beneficial owner of the securities beneficially owned by OHCMP only to the extent of the greater of its respective direct or indirect interest in the profits or capital account of OHCMP. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that OHCP MGP or OHCP GenPar is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities owned by OHCMP in excess of such amount. Each reporting person may be deemed to be a member of a "group" for purposes of the Act. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by such reporting person. This report shall not be an admission that either reporting person is a member of a group or the beneficial owner of any securities not directly owned by such reporting person. OHCP GenPar, L.P. By: OHCP MGP, LLC, general partner By: /s/ Kevin Levy, Vice President 2011-09-20 OHCP MGP, LLC By: /s/ Kevin G. Levy, Vice President 2011-09-20