Exhibit 99.2
 Unaudited fiscal 2011 IFRS supplementary financial information
 Conventions used in this report
   Consolidated financial data
   
    
    Condensed consolidated statements of financial position as at April 1, 2010 and March
31, 2011;
 
    
    Condensed statements of income for the four quarters of fiscal 2011 and the year ended
March 31, 2011;
 
    
    Condensed consolidated statements of comprehensive income (loss) for the four quarters
of fiscal 2011 and the year ended March 31, 2011;
 
    
    Condensed consolidated statement of equity for the year ended March 31, 2011;
 
    
    Condensed statements of cash flow for the period from April 1, 2010 to June 30, 2010,
September 30, 2010, December 31, 2010 and March 31, 2011; and
 
    
    Summary of significant accounting policies.
   First Time Adoption of International
Financial Reporting Standards




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##### 



WNS (HOLDINGS) LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Unaudited, amounts in thousands, except share and per share data)
 As at
    
    
    As atMarch 31,
    
    
    April 1,2011
    
    
    2010ASSETSCurrent assets:Cash and cash equivalents
    
    $
    27,090
    
    
    $
    32,311Bank deposits and marketable securities
    
    
    12
    
    
    
    45Trade receivables
    
    
    78,586
    
    
    
    44,821Unbilled revenue
    
    
    30,837
    
    
    
    40,892Funds held for clients
    
    
    8,799
    
    
    
    11,372Current tax assets
    
    
    8,502
    
    
    
    5,602Derivative assets
    
    
    11,182
    
    
    
    22,808Prepayments and other current assets
    
    
    16,447
    
    
    
    16,694Total current assets
    
    
    181,455
    
    
    
    174,545Non-current assets:Investments
    
    
    2
    
    
    
    Goodwill
    
    
    93,533
    
    
    
    90,662Intangible assets
    
    
    156,587
    
    
    
    188,079Property and equipment
    
    
    47,178
    
    
    
    48,547Derivative assets
    
    
    2,282
    
    
    
    8,375Deferred tax assets
    
    
    33,518
    
    
    
    25,200Other non-current assets
    
    
    8,040
    
    
    
    8,611Total non-current assets
    
    
    341,140
    
    
    
    369,474TOTAL ASSETS
    
    $
    522,595
    
    
    $
    544,019LIABILITIES AND EQUITYCurrent liabilities:Trade payables
    
    $
    43,748
    
    
    $
    27,900Provisions
    
    
    32,933
    
    
    
    43,390Derivative liabilities
    
    
    9,963
    
    
    
    17,597Pension and other employee obligations
    
    
    31,029
    
    
    
    31,023Short term line of credit
    
    
    14,593
    
    
    
    Current portion of long term debt
    
    
    49,392
    
    
    
    39,567Deferred revenue
    
    
    6,962
    
    
    
    4,891Income taxes payable
    
    
    3,088
    
    
    
    2,550Other liabilities
    
    
    4,126
    
    
    
    8,745Total current liabilities
    
    
    195,834
    
    
    
    175,663Non-current liabilities:Derivative liabilities
    
    
    431
    
    
    
    7,600Pension and other employee obligations
    
    
    4,485
    
    
    
    4,286Long term debt
    
    
    42,889
    
    
    
    94,658Deferred revenue
    
    
    5,976
    
    
    
    3,515Other non-current liabilities
    
    
    2,978
    
    
    
    3,727Deferred tax liabilities
    
    
    5,146
    
    
    
    8,226Total non-current liabilities
    
    
    61,905
    
    
    
    122,012TOTAL LIABILITIES
    
    
    257,739
    
    
    
    297,675Shareholders equity:Share capital (ordinary shares 0.16
(10 pence) par value, authorized
50,000,000 shares; issued and
outstanding: 44,443,726 and 43,743,953
shares, respectively)
    
    
    6,955
    
    
    
    6,848Share premium
    
    
    211,430
    
    
    
    206,968Retained earnings
    
    
    46,589
    
    
    
    28,676Other components of equity
    
    
    (118
    )
    
    
    3,852Total shareholders equity
    
    
    264,856
    
    
    
    246,344TOTAL LIABILITIES AND EQUITY
    
    $
    522,595
    
    
    $
    544,019
  Page 2 of 59




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##### 



WNS (HOLDINGS) LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited, amounts in thousands, except shares and per share data)
 Three months ended
    
    
    Year endedJune 30,
    
    
    September 30,
    
    
    December 31,
    
    
    March 31,
    
    
    March 31,2010
    
    
    2010
    
    
    2010
    
    
    2011
    
    
    2011Revenue
    
    $
    149,964
    
    
    $
    154,159
    
    
    $
    152,651
    
    
    $
    159,477
    
    
    $
    616,251Cost of revenue
    
    
    122,740
    
    
    
    120,396
    
    
    
    121,100
    
    
    
    125,785
    
    
    
    490,021Gross profit
    
    
    27,224
    
    
    
    33,763
    
    
    
    31,551
    
    
    
    33,692
    
    
    
    126,230Operating expenses:Selling and marketing expenses
    
    
    5,055
    
    
    
    6,385
    
    
    
    6,131
    
    
    
    5,883
    
    
    
    23,454General and administrative expenses
    
    
    14,107
    
    
    
    12,985
    
    
    
    14,004
    
    
    
    15,267
    
    
    
    56,363Foreign exchange gains
    
    
    (3,034
    )
    
    
    (1,632
    )
    
    
    (6,173
    )
    
    
    (4,284
    )
    
    
    (15,123
    )Amortization of intangible assets
    
    
    7,980
    
    
    
    7,922
    
    
    
    7,951
    
    
    
    7,957
    
    
    
    31,810Operating profit
    
    
    3,116
    
    
    
    8,103
    
    
    
    9,638
    
    
    
    8,869
    
    
    
    29,726Other income, net
    
    
    (175
    )
    
    
    (166
    )
    
    
    (272
    )
    
    
    (512
    )
    
    
    (1,125
    )Finance expense
    
    
    7,544
    
    
    
    1,542
    
    
    
    1,180
    
    
    
    1,180
    
    
    
    11,446Profit (loss) before income taxes
    
    
    (4,253
    )
    
    
    6,727
    
    
    
    8,730
    
    
    
    8,201
    
    
    
    19,405Provision (benefit) for income taxes
    
    
    1,582
    
    
    
    742
    
    
    
    (234
    )
    
    
    (598
    )
    
    
    1,492Profit (loss)
    
    $
    (5,835
    )
    
    $
    5,985
    
    
    $
    8,964
    
    
    $
    8,799
    
    
    $
    17,913Earnings per share of ordinary shareBasic
    
    $
    (0.13
    )
    
    $
    0.14
    
    
    $
    0.20
    
    
    $
    0.20
    
    
    $
    0.40Diluted
    
    $
    (0.13
    )
    
    $
    0.13
    
    
    $
    0.20
    
    
    $
    0.19
    
    
    $
    0.40Basic weighted average ordinary shares
outstanding
    
    
    43,979,924
    
    
    
    44,253,774
    
    
    
    44,381,410
    
    
    
    44,428,424
    
    
    
    44,260,713Diluted weighted average ordinary
shares outstanding
    
    
    43,979,924
    
    
    
    45,135,780
    
    
    
    45,320,272
    
    
    
    45,358,900
    
    
    
    45,232,413
  Page 3 of 59




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##### 



WNS (HOLDINGS) LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited, amounts in thousands)
 Three months ended
    
    
    Year endedJune 30,
    
    
    September 30,
    
    
    December 31,
    
    
    March 31,
    
    
    March 31,2010
    
    
    2010
    
    
    2010
    
    
    2011
    
    
    2011Profit (loss)
    
    $
    5,835
    
    
    $
    5,984
    
    
    $
    8,964
    
    
    $
    8,799
    
    
    $
    17,913Other comprehensive income (loss), net of taxesPension adjustment
    
    
    13
    
    
    
    69
    
    
    
    372
    
    
    
    243
    
    
    
    697Changes in fair value of cash flow hedgesCurrent year gains (losses)
    
    
    (3,436
    )
    
    
    132
    
    
    
    3,294
    
    
    
    381
    
    
    
    372Reclassification to profit (loss)
    
    
    930
    
    
    
    (3,379
    )
    
    
    (4,785
    )
    
    
    (5,109
    )
    
    
    (12,344
    )Foreign currency translation
    
    
    (4,913
    )
    
    
    9,469
    
    
    
    (803
    )
    
    
    3,553
    
    
    
    7,306Total other comprehensive income (loss), net
of taxes
    
    
    (7,406
    )
    
    
    6,291
    
    
    
    (1,922
    )
    
    
    (932
    )
    
    
    (3,969
    )Total comprehensive income (loss)
    
    $
    (13,241
    )
    
    $
    12,275
    
    
    $
    7,042
    
    
    $
    7,868
    
    
    $
    13,944
  Page 4 of 59




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##### 



WNS (HOLDINGS) LIMITED
CONDENSED CONSOLIDATED STATEMENT OF EQUITY
(Unaudited, amounts in thousands)
 Other components of equityForeignShare capital
    
    
    
    
    
    
    
    
    
    
    currency
    
    
    Cash flow
    
    
    
    
    
    
    TotalPar
    
    
    Share
    
    
    Retained
    
    
    translation
    
    
    hedging
    
    
    Pension
    
    
    shareholdersNumber
    
    
    Value
    
    
    premium
    
    
    earnings
    
    
    reserve
    
    
    reserve
    
    
    adjustments
    
    
    equityBalance as at April 1, 2010 as per Previous GAAP
    
    
    43,743,953
    
    
    $
    6,848
    
    
    $
    203,531
    
    
    $
    50,797
    
    
    $
    (11,534
    )
    
    $
    4,415
    
    
    $
    (454
    )
    
    $
    253,603Effect of transition to IFRS
    
    
    
    
    
    
    
    
    
    
    3,437
    
    
    
    (22,121
    )
    
    
    (44
    )
    
    
    11,015
    
    
    
    454
    
    
    
    (7,259
    )Balance as at April 1, 2010 as per IFRS
    
    
    43,743,953
    
    
    
    6,848
    
    
    
    206,968
    
    
    
    28,676
    
    
    
    (11,578
    )
    
    
    15,430
    
    
    
    
    
    
    
    246,344Shares issued for exercised options and restricted share units (RSUs)
    
    
    699,773
    
    
    
    107
    
    
    
    672
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    779Share-based compensation
    
    
    
    
    
    
    
    
    
    
    3,220
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,220Excess tax benefits from exercise of share-based options and RSUs
    
    
    
    
    
    
    
    
    
    
    570
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    570Profit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,913
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,913Other comprehensive income, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,305
    
    
    
    (11,972
    )
    
    
    697
    
    
    
    (3,970
    )Balance as at March 31, 2011
    
    
    44,443,726
    
    
    $
    6,955
    
    
    $
    211,430
    
    
    $
    46,589
    
    
    $
    (4,273
    )
    
    $
    3,458
    
    
    $
    697
    
    
    $
    264,856
  Page 5 of 59




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##### 



WNS (HOLDINGS) LIMITED
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited, amounts in thousands)
 For the period from April 1, 2010 toJune 30,
    
    
    September 30,
    
    
    December 31,
    
    
    March 31,2010
    
    
    2010
    
    
    2010
    
    
    2011Cash flows from operating activitiesCash generated from operations
    
    $
    9,976
    
    
    $
    18,096
    
    
    $
    36,171
    
    
    $
    57,732Interest paid
    
    
    (2,646
    )
    
    
    (5,152
    )
    
    
    (6,754
    )
    
    
    (8,327
    )Interest received
    
    
    36
    
    
    
    82
    
    
    
    102
    
    
    
    112Income tax paid
    
    
    (2,851
    )
    
    
    (4,045
    )
    
    
    (8,353
    )
    
    
    (13,711
    )Net cash provided by operating activities
    
    
    4,515
    
    
    
    8,981
    
    
    
    21,166
    
    
    
    35,806Cash flows from investing activitiesContingent earn-out payment
    
    
    
    
    
    
    (494
    )
    
    
    (494
    )
    
    
    (494
    )Subscription of shares in a non-profit organization
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2
    )Purchase of property and equipment
    
    
    (2,750
    )
    
    
    (6,779
    )
    
    
    (10,476
    )
    
    
    (15,263
    )Proceeds from sale of property and equipment, net
    
    
    55
    
    
    
    158
    
    
    
    219
    
    
    
    309Marketable securities and deposits sold (purchased), net
    
    
    (7
    )
    
    
    34
    
    
    
    34
    
    
    
    34Net cash used in investing activities
    
    
    (2,702
    )
    
    
    (7,081
    )
    
    
    (10,717
    )
    
    
    (15,416
    )Cash flows from financing activitiesProceeds from exercise of stock options
    
    
    447
    
    
    
    714
    
    
    
    767
    
    
    
    779Excess tax benefits from share based compensation
    
    
    749
    
    
    
    313
    
    
    
    336
    
    
    
    569Proceeds from long term debt
    
    
    
    
    
    
    64,895
    
    
    
    64,895
    
    
    
    64,895Repayment of long term debt
    
    
    
    
    
    
    (87,750
    )
    
    
    (87,750
    )
    
    
    (107,750
    )Payment of debt issuance cost
    
    
    (534
    )
    
    
    (890
    )
    
    
    (1,071
    )
    
    
    (1,093
    )Proceeds from short term borrowings, net of repayments
    
    
    6,104
    
    
    
    10,631
    
    
    
    8,000
    
    
    
    13,608Net cash provided by (used in) financing activities
    
    
    6,766
    
    
    
    (12,087
    )
    
    
    (14,823
    )
    
    
    (28,992
    )Exchange difference on cash and cash equivalents
    
    
    (2,060
    )
    
    
    2,524
    
    
    
    2,294
    
    
    
    3,381Net change in cash and cash equivalents
    
    
    6,519
    
    
    
    (7,663
    )
    
    
    (2,080
    )
    
    
    (5,221
    )Cash and cash equivalents at the beginning of period
    
    
    32,311
    
    
    
    32,311
    
    
    
    32,311
    
    
    
    32,311Cash and cash equivalents at the end of the period
    
    $
    38,830
    
    
    $
    24,648
    
    
    $
    30,231
    
    
    $
    27,090
  Page 6 of 59




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##### 



WNS (HOLDINGS) LIMITED
NOTES TO UNAUDITED SUPPLEMENTARY FINANCIAL INFORMATION
 1.
    
    Summary of significant accounting policies
 a.
    
    Basis of preparation
 First time adoption of
IFRS Interim financial reporting
   b.
    
    Basis of measurement
  a.
    
    Derivative financial instruments: and
 b.
    
    Share based payment transactions.
 c.
    
    Use of estimates and judgments
    Page 7 of 59




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WNS (HOLDINGS) LIMITED
NOTES TO UNAUDITED SUPPLEMENTARY FINANCIAL INFORMATION
 i.
    
    Revenue recognition:The Company has, in limited instances, minimum commitment arrangements, wherein the service
contracts provide for a minimum revenue commitment on a cumulative basis over multiple years,
stated in terms of annual minimum amounts. However, when the shortfall in a particular year
can be offset with revenue received in excess of minimum commitments in subsequent years, the
Company recognizes deferred revenue for the shortfall which has been invoiced and received.
To the extent the Company has sufficient experience to conclude that the shortfall will not
be satisfied by excess revenue in a subsequent period, the deferred revenue will be
recognized as revenue in that period.Key factors that are used to determine whether the Company has sufficient experience
include:
 
    
    the historical volume of business done with a client as compared with initial
projections of volume as agreed to by the client and the Company;
    
    the length of time for which the Company has such historical experience;
    
    future volume expected based on projections received from the client; and
    
    the Companys internal expectations of the ongoing volume with the client.
 Otherwise the deferred revenue will remain until such time the Company concludes that it
will not receive revenue in excess of the minimum commitment.For certain agreements, the Company has retroactive discounts related to meeting agreed
volumes. In such situations, the Company records revenue at the discounted rate, although
the Company initially bill at the higher rate, unless the Company can determine that the
agreed volumes will not be met, based on the factors discussed above.The Company provides automobile claims handling services, wherein the Company enters into
contracts with its clients to process all their claims over the contract period, where the
fees are determined either on a per claim basis or is a fixed payment for the contract
period. Where the contracts are on a per claim basis, the Company invoices the client at the
inception of the claim process. The Company estimates the processing period for the claims
and recognizes revenue over the estimated processing period. This processing period
generally ranges between one to two months. The processing time may be greater for new
clients and the estimated service period is adjusted accordingly. The processing period is
estimated based on historical experience and other relevant factors, if any.ii.
    
    Allowance for doubtful accounts:The allowance for doubtful accounts is evaluated on a regular basis and adjusted based upon
managements best estimate of probable losses inherent in accounts receivable. In estimating
probable losses, the Company reviews accounts that are past due, non-performing or in
bankruptcy. The Company determines an estimated loss for specific accounts and estimates an
additional amount for the remainder of receivables based on historical trends and other
factors. Adverse economic conditions or other factors that might cause deterioration of the
financial health of customers could change the timing and levels of payments received and
necessitate a change in estimated losses.
 
  Page 8 of 59




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WNS (HOLDINGS) LIMITED
NOTES TO UNAUDITED SUPPLEMENTARY FINANCIAL INFORMATION
 iii.
    
    Income taxes:The major tax jurisdictions for the Company are India, United Kingdom and the United States
of America, though the Company also files tax returns in other foreign jurisdictions.
Significant judgments are involved in determining the provision for income taxes, including
judgment on whether tax positions are probable of being sustained in tax assessments. A tax
assessment can involve complex issues, which can only be resolved over extended time
periods. The recognition of taxes that are subject to certain legal or economic limits or
uncertainties is assessed individually by management based on the specific facts and
circumstances.iv.
    
    Deferred taxes:The assessment of the probability of future taxable profit in which deferred tax assets can
be utilized is based on the Companys latest approved budget forecast, which is adjusted for
significant non-taxable profit and expenses and specific limits to the use of any unused tax
loss or credit. The tax rules in the numerous jurisdictions in which the Company operates
are also carefully taken into consideration. If a positive forecast of taxable profit
indicates the probable use of a deferred tax asset, especially when it can be utilized
without a time limit, that deferred tax asset is usually recognized in full. The recognition
of deferred tax assets that are subject to certain legal or economic limits or uncertainties
is assessed individually by management based on the specific facts and circumstances.v.
    
    Impairment:An impairment loss is recognized for the amount by which an assets or cash-generating
units carrying amount exceeds its recoverable amount. To determine the recoverable amount,
management estimates expected future cash flows from each asset or cash-generating unit and
determines a suitable interest rate in order to calculate the present value of those cash
flows. In the process of measuring expected future cash flows management makes assumptions
about future operating results. These assumptions relate to future events and circumstances.
The actual results may vary, and may cause significant adjustments to the Companys assets
within the next financial year.In most cases, determining the applicable discount rate involves estimating the appropriate
adjustment to market risk and the appropriate adjustment to asset-specific risk factors.vi.
    
    Valuation of derivative financial instrument:Management uses valuation techniques in measuring the fair value of financial instruments,
where active market quotes are not available. In applying the valuation techniques,
management makes maximum use of market inputs, and uses estimates and assumptions that are,
as far as possible, consistent with observable data that market participants would use in
pricing the instrument. Where applicable data is not observable, management uses its best
estimate about the assumptions that market participants would make. These estimates may vary
from the actual prices that would be achieved in an arms length transaction at the
reporting date.
 
  Page 9 of 59




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##### 



WNS (HOLDINGS) LIMITED
NOTES TO UNAUDITED SUPPLEMENTARY FINANCIAL INFORMATION
 vii.
    
    Accounting for defined benefit plans:In accounting for pension and post-retirement benefits, several statistical and other
factors that attempt to anticipate future events are used to calculate plan expenses and
liabilities. These factors include expected return on plan assets, discount rate assumptions
and rate of future compensation increases. To estimate these factors, actuarial consultants
also use estimates such as withdrawal, turnover, and mortality rates which require
significant judgment. The actuarial assumptions used by the Company may differ materially
from actual results in future periods due to changing market and economic conditions,
regulatory events, judicial rulings, higher or lower withdrawal rates, or longer or shorter
participant life spans.
 viii.
    
    Business combination:In accounting for business combination, judgment is required in identifying whether an
identifiable intangible asset is to be recorded separately from goodwill. Additionally,
estimating the acquisition date fair value of the identifiable assets acquired and
liabilities assumed involves management judgment. These measurements are based on
information available at the acquisition date and are based on expectations and assumptions
that have been deemed reasonable by management. Any subsequent change in these estimates
would affect the amount of goodwill if the change qualifies as a measurement period
adjustment. Any other change would be recognized in the  statement of
income in the subsequent
period.ix.
    
    Other estimates:The preparation of financial statements involves estimates and assumptions that affect the
reported amount of assets, liabilities, disclosure of contingent liabilities at the date of
financial statements and the reported amount of revenues and expenses for the reporting
period. The stock compensation expense is determined based on the Companys estimate of
equity instruments that will eventually vest.
  Page 10 of 59




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WNS (HOLDINGS) LIMITED
NOTES TO UNAUDITED SUPPLEMENTARY FINANCIAL INFORMATION
 d.
    
    Basis of consolidationThe Company consolidates entities which it owns or controls. Control exists when the Company
has the power to govern the financial and operating policies of an entity so as to obtain
benefits from its activities. In assessing control, potential voting rights that are
currently exercisable are also taken into account. Subsidiaries are consolidated from the
date control commences until the date control ceases.i)
    
    Business CombinationsBusiness combinations consummated subsequent to the Transition Date are
accounted for using the acquisition method under the provisions of IFRS 3 (Revised),
Business Combinations.The cost of an acquisition is measured at the fair value of the assets transferred, equity
instruments issued and liabilities incurred or assumed at the date of acquisition. The cost
of acquisition also includes the fair value of any contingent consideration. Identifiable
tangible and intangible assets acquired and liabilities and contingent liabilities assumed
in a business combination are measured initially at their fair value on the date of
acquisition. Significant estimates are required to be made in determining the value of
contingent consideration and intangible assets. These valuations are conducted by
independent valuation experts.Transaction costs that the Company incurs in connection with a business combination such as
finders fees, legal fees, due diligence fees, and other professional and consulting fees,
are expensed as incurred.ii)
    
    Transactions with noncontrolling interestIn April 2008, the Company formed a joint venture, WNS Philippines, with Advanced Contact
Solutions, Inc. (ACS) in the Philippines. ACS has assigned its rights and obligations
under the joint venture agreement in favor of its holding company Paxys Inc. Philippines
(Paxys).This joint venture is majority owned by the Company (65%) and the balance by
Paxys. Pursuant to the joint venture agreement, the Company has a call option to acquire
from Paxys the remaining shares owned by Paxys and Paxys has a put option to sell all of its
shareholding in the joint venture to the Company, upon the occurrence of certain conditions,
as set forth in the joint venture agreement, or after August 6, 2012.In accordance with IAS 32, Financial Instruments: Presentation, the Company has derecognized noncontrolling
interest since the Company always had the risk and rewards for the ownership of the joint venture. However, with the existence of put option the company has a contractual obligation to deliver cash and hence it has been
classified as a financial liability.iii)
    
    Transactions eliminated on consolidationAll intra-company balances, transactions, income and expenses including unrealized income or
expenses are eliminated in full on consolidation.
  Page 11 of 59




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WNS (HOLDINGS) LIMITED
NOTES TO UNAUDITED SUPPLEMENTARY FINANCIAL INFORMATION
 e.
    
    Functional and presentation currencyThe condensed consolidated financial statements of each of the Companys subsidiaries are
measured using the currency of the primary economic environment in which these entities
operates (i.e. the functional currency). The condensed consolidated financial statements are
presented in US dollars (USD) which is the presentation currency of
the Company and has been rounded off to the nearest thousands.f.
    
    Foreign currency transactions and translationi)
    
    Transactions in foreign currencyTransactions in foreign currency are translated into the functional currency using the
exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses
resulting from the settlement of such transactions and from the translation at the exchange
rates prevailing at reporting date of monetary assets and liabilities denominated in foreign
currencies are recognized in the statement of income. Gains/losses relating to translation or
settlement of trading activities are disclosed under foreign exchange gains/losses and
translation or settlement of financing activities are disclosed under finance expenses.ii)
    
    Foreign operationsFor the purpose of presenting condensed consolidated financial statements, the assets and
liabilities of the Companys foreign operations that have local functional currency are
translated into US dollars using exchange rates prevailing at the reporting date. Income and
expense are translated at the average exchange rates for the period. Exchange
differences arising, if any, are recorded in equity as part of the Companys other
comprehensive income. Such exchange differences are recognized in the statement of income in
the period in which such foreign operations are disposed. Goodwill and fair value adjustments
arising on the acquisition of foreign operations are treated as assets and liabilities of
the foreign operation and translated at the exchange rate prevailing at the reporting date.iii)
    
    OthersForeign currency differences arising on the translation or settlement of a financial
liability designated and effective as a hedge of a net investment in foreign operations are
recognized directly in equity as part of the Companys other comprehensive income. The amount
recognized in equity is transferred to the statement of income, as an adjustment to the
profit or loss upon disposal of the related foreign operation.g.
    
    Financial instruments  initial recognition and subsequent measurementFinancial instruments are classified in the following categories:
 
    
    Non-derivative financial assets comprising loans and receivables and available-for-sale.
    
    Non-derivative financial liabilities comprising long term and short term
borrowings and trade and other payables.
    
    Derivative financial instruments under the category of financial assets or
financial liabilities at fair value through profit or loss and fair value through
other comprehensive income.The classification of financial instruments depends on the purpose for which those
were acquired. Management determines the classification of its financial instruments at initial recognition.
  Page 12 of 59




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WNS (HOLDINGS) LIMITED
NOTES TO UNAUDITED SUPPLEMENTARY FINANCIAL INFORMATION
 1)
    
    Non derivative financial assetsa)
    
    Loans and receivablesLoans and receivables are non-derivative financial assets with fixed or determinable
payments that are not quoted in an active market. They are presented as current assets,
except for those maturing later than 12 months after the balance sheet date which are
presented as non-current assets. Loans and receivables are measured initially at fair value
plus transaction costs and subsequently carried at amortized cost using the effective
interest rate method, less any impairment loss or provisions for doubtful accounts. Loans and
receivables are represented by trade receivables, net of allowances for impairment, unbilled
revenue, cash and cash equivalents and other assets.b)
    
    Available-for-sale financial assetsAvailable-for-sale financial assets are non-derivative
 financial assets that are either designated in this
category or are not classified in any of the other categories. Available-for-sale financial
assets are recognized initially at fair value plus transactions costs. Subsequent to initial
recognition, these are measured at fair value and changes therein, other than impairment
losses and foreign exchange gains and losses on available-for-sale monetary items, are
recognized directly in other comprehensive income. When an investment is derecognized, the
cumulative gain or loss in other comprehensive income is transferred to statement of income. These are presented as current assets unless management
intends to dispose of the assets after 12 months from the balance sheet date.2)
    
    Non derivative financial liabilitiesAll financial liabilities are recognized initially at fair value, except in the case of loans
and borrowings which are recognized at fair value net of directly attributable transaction
costs. The Companys financial liabilities include trade and other payables, bank overdrafts,
loans and borrowings.Trade and other payables maturing later than 12 months after the balance sheet date are
presented as non-current liabilities.After initial recognition, interest bearing loans and borrowings are subsequently measured at
amortized cost using the effective interest rate method. Gains and losses are recognized in
the statement of income when the liabilities are derecognized as well as through the effective interest
rate method amortization process.3)
    
    Derivative financial instruments and hedge accountingThe Company is exposed to foreign currency fluctuations on foreign currency assets,
liabilities, net investment in foreign operations and forecasted cash flows denominated in
foreign currency. The Company limits the effect of foreign exchange rate fluctuation by
following established risk management policies including the use of derivatives. The Company
enters into derivative financial instruments where the counter party is a bank. The Company
holds derivative financial instruments such as foreign exchange forward and option contracts
and interest rate swaps to hedge certain foreign currency and interest rate exposures.
  Page 13 of 59




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WNS (HOLDINGS) LIMITED
NOTES TO UNAUDITED SUPPLEMENTARY FINANCIAL INFORMATION
 Cash flow hedgesThe Company recognizes derivative instruments as either assets or liabilities in the
statement of financial position at fair value. Derivative instruments qualify for hedge
accounting when the instrument is designated as a hedge; the hedged item is specifically
identifiable and exposes the Company to risk; and it is expected that a change in fair value
of the derivative instrument and an opposite change in the fair value of the hedged item
will have a high degree of correlation.For derivative instruments where hedge accounting is applied, the Company records the
effective portion of derivative instruments that are designated as cash flow hedges in other
comprehensive income (loss) in the statement of comprehensive income, which is
reclassified into earnings in the same period during which the hedged item affects earnings.
The remaining gain or loss on the derivative instrument in excess of the cumulative change
in the present value of future cash flows of the hedged item, if any (i.e., the
ineffectiveness portion) or hedge components excluded from the assessment of effectiveness,
and changes in fair value of other derivative instruments not designated as qualifying
hedges is recorded as gains / losses, net in the statement of income. Gains/losses on cash
flow hedges on intercompany forecasted revenue transactions are recorded in foreign exchange
gains/losses and cash flow hedge on interest rate swaps are recorded in finance expense. Cash
flows from the derivative instruments are classified within cash flows from operating
activities in the statement of cash flows.4)
    
    Offsetting of financial instrumentsFinancial assets and financial liabilities are offset against each other and the net amount
reported in the consolidated statement of financial position if, and only if, there is a
currently enforceable legal right to offset the recognized amounts and there is an intention
to settle on a net basis, or to realize the assets and settle the liabilities
simultaneously.5)
    
    Fair value of financial instrumentsThe fair value of financial instruments that are traded in active markets at each reporting
date is determined by reference to quoted market prices or dealer price quotations, without
any deduction for transaction costs. For financial instruments not traded in an active
market, the fair value is determined using appropriate valuation models. Where applicable,
these models project future cash flows and discount the future amounts to a present value
using market-based observable inputs including interest rate curves, credit risk, foreign
exchange rates, and forward and spot prices for currencies.6)
    
    Impairment of financial assets
 The Company assesses at each balance sheet date whether there is objective evidence that a
financial asset or a group of financial assets is impaired. A financial asset is considered
impaired if objective evidence indicates that one or more events have had a negative effect on
the estimated future cash flows of that asset. Individually significant financial assets are
tested for impairment on an individual basis. The remaining financial assets are assessed
collectively in groups that share similar credit risk characteristics.
 a)
    
    Loans and receivables
 Impairment loss in respect of loans and receivables measured at amortized cost are
calculated as the difference between their carrying amount and the present value of the
estimated future cash flows discounted at the original effective interest rate. Such
impairment loss is recognized in the statement of income.
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WNS (HOLDINGS) LIMITED
NOTES TO UNAUDITED SUPPLEMENTARY FINANCIAL INFORMATION
 b)
    
    Available-for-sale financial assets
 Significant or prolonged decline in the fair value of the security below its cost and the
disappearance of an active trading market for the security are objective evidence that the
security is impaired. An impairment loss in respect of an available-for-sale financial asset
is calculated by reference to its fair value. The cumulative loss that was recognized in the
equity is transferred to the statement of income upon impairment.
 h.
    
    Equity and share capitala)
    
    Share capital and share premiumThe Company has only one class of equity shares. The authorized share capital of the Company
is 50,000,000 equity shares, par value $0.16 (10 pence) per share. Par value of the equity
share is recorded as the share capital and the amount received in excess of par value is
classified as share premium. Share based payment charge and excess tax benefit related to share option exercises
 is recorded in share premium.b)
    
    Retained earningsRetained earnings comprise the Companys undistributed earnings after taxes.c)
    
    Other components of equityOther components of equity consists of the following:Cash flow hedging reserveChanges in fair value of derivative hedging instruments designated and effective as a cash
flow hedge are recognized net of taxes.Foreign currency translation reserveForeign currency translation consists of the exchange difference arising from the
translation of financial statement of foreign subsidiaries, changes in fair value of the
derivative hedging instruments and gains / losses on translation or settlement of foreign
currency denominated borrowings designated as hedge of net investment in foreign operations.Other reserveThis reserve represents cumulative actuarial gain and losses recognized on defined benefits
plans.i.
    
    Bank deposits and marketable securitiesBank deposits consist of term deposits with an original maturity of more than three months.
The Companys marketable securities represent highly liquid investments and are acquired
principally for the purpose of generating a profit from short-term fluctuation in prices.
All purchases and sales of such investments are recognized on the trade date. Investments
are initially measured at cost, which is the fair value of the consideration paid, including
transaction costs. All marketable securities are classified and accounted as trading
investments and accordingly, reported at fair value, with changes in fair value recognized
in the consolidated statement of income. Interest and dividend income is recognized when
earned.
  Page 15 of 59




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WNS (HOLDINGS) LIMITED
NOTES TO UNAUDITED SUPPLEMENTARY FINANCIAL INFORMATION
 j.
    
    Funds held for clientsSome of the Companys agreements in the Auto Claims handling services allow the Company to
temporarily hold funds on behalf of the client. The funds are segregated from the Companys
funds and there is usually a short period of time between when the Company receives these
funds from the client and when the payments are made on their behalf.k.
    
    Property and equipmentProperty and equipment are stated at historical cost, except for certain items of furniture,
fixture and office equipment and leasehold improvements for which fair value as of the
Transition Date is taken as its deemed cost (see note v a) 2), and depreciation and
amortization is computed using the straight-line method over the estimated useful lives of
the assets, which are as follows:
 Asset description
    
    Asset life (in years)Buildings
    
    
    20Computers and software
    
    
    3-4Furniture, fixtures and office equipment
    
    
    4-5Vehicles
    
    
    3Leasehold improvements
    
    Lesser of estimated useful life or lease term
 Assets acquired under capital leases are capitalized as assets by the Company at the lower
of the fair value of the leased property or the present value of the related lease payments
or where applicable, the estimated fair value of such assets. Assets under capital leases
and leasehold improvements are depreciated over the shorter of the lease term or the
estimated useful life of the assets. Where the  fair valuation of an asset on the Transition Date is taken
 as the deemed cost, the depreciation is calculated over its estimated remaining useful life.Advances paid towards the acquisition of property and equipment and the cost of property and
equipment not put to use before the balance sheet date are disclosed under the caption
capital work-in-progress.Property and equipment are reviewed for impairment, if indicators of impairment arise. The
evaluation of impairment is based upon a comparison of the carrying amount of the property
and equipment to the estimated future undiscounted net cash flows expected to be generated
by the property and equipment. If estimated future undiscounted cash flows are less than the
carrying amount of the property and equipment, the asset is considered impaired. The
impairment expense is determined by comparing the estimated fair value of the property and
equipment to its carrying value, with any shortfall from fair value recognized as an expense
in the current period. The fair value is determined based on valuation techniques such as
discounted cash flows or comparison to fair values of similar assets.l.
    
    GoodwillGoodwill represents the excess of the cost of an acquisition over the fair value of the
Companys share of the net identifiable assets of the acquired subsidiary at the date of
acquisition. Goodwill is allocated to the cash-generating units expected to benefit from the
synergies of the combination for the purpose of impairment testing. Goodwill is tested, at
the cash-generating unit (or group of cash generating units) level, for impairment annually
or if events or changes in circumstances indicate that the carrying amount may not be
recoverable. Goodwill is carried at cost less accumulated impairment losses. Impairment
losses on goodwill is not reversed. See further, discussion on impairment testing under
Impairment of intangible assets and goodwill below.
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WNS (HOLDINGS) LIMITED
NOTES TO UNAUDITED SUPPLEMENTARY FINANCIAL INFORMATION
 m.
    
    Intangible assetsIntangible assets are recognized only when it is probable that the expected future economic
benefits attributable to the assets will accrue to the Company and the cost can be reliably
measured. Intangible assets acquired in a business combination are recorded at fair value
using generally accepted valuation methods appropriate for the type of intangible asset.
Intangible assets with definite lives are amortized over the estimated useful lives and are
reviewed for impairment, if indicators of impairment arise. See further, discussion on
impairment testing under Impairment of intangible assets and goodwill below.The Companys definite lived intangible assets are amortized over the estimated useful life of
the assets:
 Weighted averageamortization periodAsset description
    
    (in months)Customer contracts
    
    
    100Customer relationship
    
    
    90Intellectual property rights
    
    
    36Leasehold benefits
    
    
    48Covenant not-to-compete
    
    
    48
 n.
    
    Impairment of intangible assets and goodwillGoodwill is not subject to amortization and tested annually for impairment and whenever
events or changes in circumstances indicate that the carrying amount may not be recoverable.
Intangible assets that are subject to amortization are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount may not be recoverable.
An impairment loss is recognized for the amount by which the assets carrying amount exceeds
its recoverable amount. The recoverable amount is the higher of an assets fair value less
costs to sell and value in use. For the purposes of assessing impairment, assets are grouped
at the cash generating unit level which is the lowest level for which there are separately
identifiable cash flows. Impairment losses recognized in respect of cash generating units
are allocated first to reduce the carrying amount of any goodwill allocated to the cash
generating units (or group of cash generating units) and then, to reduce the carrying amount
of the other assets in the cash generating unit (or group of cash generating units) on a pro
rata basis. Intangible assets that suffered impairment are reviewed for possible reversal of
the impairment at each reporting date.o.
    
    Employee benefits
 a)
    
    Defined contribution plans
 US Savings Plan
  UK Pension Scheme
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WNS (HOLDINGS) LIMITED
NOTES TO UNAUDITED SUPPLEMENTARY FINANCIAL INFORMATION
 Provident Fund
   b)
    
    Defined benefit plan
  Employee Benefits
 c)
    
    Compensated absence
  p.
    
    Share based paymentThe Company accounts for share based compensation expense relating to share-based payments
using a fair-value method in accordance with IFRS 2, Share-based Payments.
Grants issued by the Company vest in graded manner. Under the fair value method, the
estimated fair value of awards is charged to income over the requisite service period, which
is generally the vesting period of the award, for each separately vesting portion of the
award as if the award was, in substance, multiple awards. The Company includes a forfeiture
estimate in the amount of compensation expense being recognized based on the Companys
estimate of equity instruments that will eventually vest.q.
    
    ProvisionsA provision is recognized in the balance sheet when the Company has a present legal or
constructive obligation as a result of a past event, and it is probable that an outflow of
economic benefits will be required to settle the obligation. If the effect is material,
provisions are recognized at present value by discounting the expected future cash flows at a
pre-tax rate that reflects current market assessments of the time value of money.
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WNS (HOLDINGS) LIMITED
NOTES TO UNAUDITED SUPPLEMENTARY FINANCIAL INFORMATION
 Provisions for onerous contracts are recognized when the expected benefits to be
derived by
the Company from a contract are lower than the unavoidable costs of meeting the future
obligations under the contract. The provision is measured at the present value of the lower
of the expected cost of terminating the contract and the expected net cost of continuing with
the contract. Before a provision is established, the Company recognizes any impairment loss on
the assets associated with that contract.r.
    
    Revenue recognitionThe Company derives revenue from business process outsourcing (BPO) services comprised of
back office administration, data management, contact center management and auto claims
handling services.Revenue is recognized to the extent it is probable that
the economic benefit will flow to the Company,
 the amount of revenue can be measured reliably, collection is probable, the cost incurred or to be
incurred can be measured reliably. Revenue from rendering services is recognized on an accrual basis
 when services are performed.Revenue earned by back office administration, data management and contact center management
servicesDepending on the terms of the arrangement, revenue from back office administration, data
management and contact center management is recognized based on three pricing models  per
full-time-equivalent; per transaction; or cost-plus  as follows:
 a)
    
    per full-time-equivalent arrangements typically involve billings based on the
number of full-time employees (or equivalent) deployed on the execution of the business
process outsourced;b)
    
    per transaction arrangements typically involve billings based on the number of
transactions processed (such as the number of e-mail responses, or airline coupons or
insurance claims processed); andc)
    
    cost-plus arrangements typically involve billing the contractually agreed direct
and indirect costs and a fee based on the number of employees deployed under the
arrangement.
 Amounts billed or payments received,
where revenue recognition criteria have not been met, are recorded as
deferred revenue and are recognized as revenue when all the
recognition criteria have been met. However, the costs related to the performance of BPO
services unrelated to transition services (see discussion below) are recognized in the period
in which the services are rendered. An upfront payment received towards future services is
recognized ratably over the period when such services are provided.The Company has certain minimum commitment arrangements that provide for a minimum revenue
commitment on an annual basis or a cumulative basis over multiple years, stated in terms of
annual minimum amounts. Where a minimum commitment is specific to an annual period, any
revenue shortfall is invoiced and recognized at the end of this period. When the shortfall in
a particular year can be offset with revenue received in excess of minimum commitments in a
subsequent year, the Company recognizes deferred revenue for the shortfall which has been
invoiced and received. To the extent the Company has sufficient experience to conclude that
the shortfall will not be satisfied by excess revenue in a subsequent period, the deferred
revenue will be recorded as revenue in that period. In order to determine whether the Company has sufficient experience, the Company considers several factors which include (i)
the historical volume of business done with a client as compared with initial projections of
volume as agreed to by the client and the Company, (ii) the length of time for which the
Company has such historical experience, (iii) future volume expected based on projections
received from the client, and (iv) the Companys internal expectations of ongoing volume with
the client. Otherwise, the deferred revenue will remain until such time when the Company can
conclude that it will not receive revenue in excess of the minimum commitment.
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WNS (HOLDINGS) LIMITED
NOTES TO UNAUDITED SUPPLEMENTARY FINANCIAL INFORMATION
 For certain BPO customers, the Company performs transition activities at the outset of
entering into a new contract. The Company has determined these transition activities do not
meet the criteria using the guidance in International Accounting Standard (IAS) 18
Revenue(IAS 18), to be accounted for as a separate unit of accounting with stand-alone
value separate from the ongoing BPO contract. Accordingly, transition revenue and costs are
subsequently recognized ratably over the period in which the BPO services are performed.
Further, the deferral of costs is limited to the amount of the deferred revenue. Any costs in
excess of the deferred transition revenue are recognized in the period incurred.Revenue earned by auto claims handling servicesAuto claims handling services include claims handling and administration (Claims
Handling), car hire and arranging for repairs with repair centers across the United Kingdom
and the related payment processing for such repairs (Accident Management).With respect to
Claims Handling, the Company receives either a per-claim fee or a fixed fee. Revenue for per
claim fee is recognized over the estimated processing period of the claim, which currently
ranges from one to two months, and revenue for fixed fee is recognized on a straight line
basis over the period of the contract. In certain cases, the fee is contingent upon the
successful recovery of a claim on behalf of the customer. In these circumstances, the
revenue is deferred until the contingency is resolved. Revenue in respect of car hire is
recognized over the car hire term.In order to provide Accident Management services, the Company arranges for the repair
through a network of repair centers. The repair costs are invoiced to customers. In
determining whether the receipt from the customers related to payments to repair centers
should be recognized as revenue, the Company considers the criteria established by IAS 18,
Illustrative example (IE) 21  Determining whether an entity is acting as a principal or
as an agent.When the Company determines that it is the principal in providing Accident
Management services, amounts received from customers are recognized and presented as third
party revenue and the payments to repair centers are recognized as cost of revenue in the
consolidated statement of income. Factors considered in determining whether the Company is
the principal in the transaction include whether
 a)
    
    the Company has the primary responsibility of providing the services,b)
    
    the Company negotiates labor rates with repair centers,c)
    
    the Company is responsible for timely and satisfactory completion of repairs,
andd)
    
    the Company bears the risk that the customer may not pay for the services
provided (credit risk).
 If there are circumstances where the above criteria are not met and therefore the Company is
not the principal in providing Accident Management services, amounts received from customers
are recognized and presented net of payments to repair centers in the consolidated statement
of income. Revenue from Accident Management services is recorded net of the repairer
referral fees passed on to customers.s.
    
    LeasesThe Company leases most of its delivery centers and office facilities under operating lease
agreements that are renewable on a periodic basis at the option of the lessor and the lessee.
The lease agreements contain rent free periods and rent escalation clauses. Rental expenses
for operating leases with step rents are recognized on a straight-line basis over the lease
term.Leases under which the Company assumes substantially all the risks and rewards of ownership
are classified as finance leases. When acquired, such assets are capitalized at fair value or
present value of the minimum lease payments at the inception of the lease, whichever is
lower.
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WNS (HOLDINGS) LIMITED
NOTES TO UNAUDITED SUPPLEMENTARY FINANCIAL INFORMATION
 t.
    
    Income taxesIncome tax comprises current and deferred tax. Income tax expense is recognized in statements
of income except to the extent it relates to items directly recognized in equity, in which
case it is recognized in equity.
 a)
    
    Current income tax
 Current income tax for the current and prior periods are measured at the amount expected to
be recovered from or paid to the taxation authorities based on the
taxable profit for the
period. The tax rates and tax laws used to compute the amount are those that are enacted by
the reporting date and applicable for the period. The Company offsets current tax assets and
current tax liabilities, where it has a legally enforceable right to set off the recognized
amounts and where it intends either to settle on a net basis, or to realize the asset and
liability simultaneously.
 b)
    
    Deferred income tax
 Deferred income tax is recognized using the balance sheet approach. Deferred income tax
assets and liabilities are recognized for all deductible temporary differences arising
between the tax bases of assets and liabilities and their carrying amount in financial
statements, except when the deferred income tax arises from the initial recognition of
goodwill or an asset or liability in a transaction that is not a business combination and
affects neither accounting nor taxable profits or loss at the time of transaction.
 Deferred income tax assets and liabilities are measured at the tax rates that are expected to
apply in the period when the asset is realized or the liability is settled, based on tax
rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
 Deferred income tax asset in respect of carry forward of unused tax credits and unused tax
losses are recognized to the extent that it is probable that taxable profit will be available
against which the deductible temporary differences, and the carry forward of unused tax
credits and unused tax losses can be utilized.
 The carrying amount of deferred income tax assets is reviewed at each reporting date and
reduced to the extent that it is no longer probable that sufficient taxable profit will be
available to allow all or part of the deferred income tax asset to be utilized.
 u.
    
    Earnings per share
 Basic earnings per share is computed using the weighted-average number of ordinary shares
outstanding during the period. Diluted earnings per share is computed by considering the
impact of the potential issuance of ordinary shares, using the treasury stock method, on the
weighted average number of shares outstanding during the period, using the treasury share
method for options, except where the results would be anti-dilutive.
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WNS (HOLDINGS) LIMITED
NOTES TO UNAUDITED SUPPLEMENTARY FINANCIAL INFORMATION
 v.
    
    Transition to IFRS
      a)
    
    Exemptions from retrospective application
  1.
    
    Business combinations exemption The Company has applied the exemption as provided in
IFRS 1 on non-application of IFRS 3, Business Combinations to business combinations
consummated prior to the Transition Date, pursuant to which goodwill and other assets
acquired under business combinations prior to the Transition Date have been stated at the
carrying amount as per Previous GAAP.
 2.
    
    Fair value as deemed cost exemption The Company has applied the exemption as
provided in IFRS 1 and measured specific item of property and equipment, on a selective basis
within certain classes of assets, at its fair value at the Transition Date. The Company has chosen
to record at fair value items of the following categories of assets, namely furniture and
fixtures, equipment and fittings, generators and leasehold improvements, as on the
Transition Date. Consequent to this, the fair value as of the Transition Date is taken as
their deemed cost for all those classes of assets where the fair value was lower than the
carrying value. The difference between the carrying value and the fair value has been
debited to retained earnings as on the Transition Date. For all other classes of assets
where the fair value was greater than the carrying value under this category, those assets
have not been restated and Previous GAAP amounts have been considered at cost. For all other asset categories, namely building, computers and software and vehicles,
Previous GAAP amounts have been considered at cost.
 3.
    
    Employee benefits exemption The Company has applied the exemption as provided in
IFRS 1 relating to application of the corridor approach and to recognize all cumulative
actuarial gains and losses up to the Transition Date to retained earnings. Any actuarial
gains and losses after the Transition Date would be recognized in other comprehensive
income.
  Page 22 of 59




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WNS (HOLDINGS) LIMITED
NOTES TO UNAUDITED SUPPLEMENTARY FINANCIAL INFORMATION
 4.
    
    Fair value measurement of financial assets or liabilities at initial recognition The
Company has not applied the amendment offered by the revision of IAS
39, Financial
Instruments: Recognition and Measurement, on the initial recognition of the financial
assets and financial liabilities that are not traded in an active market.
 b)
    
    Exceptions from full retrospective application
  1.
    
    De-recognition of financial assets and liabilities exception The Company has chosen
not to apply the IAS 39 de-recognition criteria to an earlier date. No arrangements were
identified that had to be assessed under this exception.
 2.
    
    Hedge accounting exception The Company has followed hedge accounting under Previous
GAAP which is aligned to IFRS. Accordingly, this exception of not reflecting in its opening
IFRS statement of financial position a hedging relationship of a type that does not qualify
for hedge accounting under IAS 39, is not applicable to the Company.
 3.
    
    Estimates exception Upon an assessment of the estimates made under Previous GAAP, the
Company has concluded that there was no necessity to revise such estimates under IFRS,
except where estimates were required by IFRS and not required by Previous GAAP.
 4.
    
    Noncontrolling Interest
The Company does not have noncontrolling interests as per
guidance under IFRS. Hence this exception is not applicable to the Company.
 w.
    
    Reconciliations
 As required under IFRS 1, the Company has prepared the reconciliations of equity and profit and
loss account in accordance with IFRS 1 to provide a quantification of the effect of the
transition to IFRS from Previous GAAP:
 
    
    equity as at April 1, 2010;
    
    equity as at June 30, 2010;
    
    equity as at September 30, 2010;
    
    equity as at December 31, 2010;
    
    equity as at March 31, 2011;
    
    profit and comprehensive income for the three months ended June 30, 2010;
    
    profit and comprehensive income for the three months ended September 30, 2010;
    
    profit and comprehensive income for the three months ended December 31, 2010;
    
    profit and comprehensive income for the three months ended March 31, 2011; and
    
    profit and comprehensive income for the year ended March 31, 2011
  Page 23 of 59




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##### 



WNS (HOLDINGS) LIMITED
(Unaudited, amounts in thousands)
Reconciliation of equity as at April 1, 2010
 Amount as
    
    
    Effect ofper Previous
    
    
    transition to
    
    
    Amount asNotes
    
    
    GAAP
    
    
    IFRS
    
    
    per IFRSASSETSCurrent assets:Cash and cash equivalents
    
    
    
    
    
    $
    32,311
    
    
    $
    
    
    
    $
    32,311Bank deposits and marketable securities
    
    
    
    
    
    
    45
    
    
    
    
    
    
    
    45Trade receivables
    
    
    
    
    
    
    44,821
    
    
    
    
    
    
    
    44,821Unbilled revenue
    
    
    
    
    
    
    40,892
    
    
    
    
    
    
    
    40,892Funds held for clients
    
    
    
    
    
    
    11,372
    
    
    
    
    
    
    
    11,372Current tax assets
    
    
    
    
    
    
    5,602
    
    
    
    
    
    
    
    5,602Derivative assets
    
    
    
    
    
    
    22,808
    
    
    
    
    
    
    
    22,808Prepayments and other current assets
    
    
    1
    
    
    
    17,127
    
    
    
    (433
    )
    
    
    16,694Total current assets
    
    
    
    
    
    
    174,978
    
    
    
    (433
    )
    
    
    174,545Goodwill
    
    
    
    
    
    
    90,662
    
    
    
    
    
    
    
    90,662Intangible assets
    
    
    
    
    
    
    188,079
    
    
    
    
    
    
    
    188,079Property and equipment
    
    
    2
    
    
    
    51,700
    
    
    
    (3,153
    )
    
    
    48,547Derivative assets
    
    
    
    
    
    
    8,375
    
    
    
    
    
    
    
    8,375Deferred tax assets
    
    
    3
    
    
    
    27,143
    
    
    
    (1,943
    )
    
    
    25,200Other non-current assets
    
    
    1
    
    
    
    8,953
    
    
    
    (342
    )
    
    
    8,611TOTAL ASSETS
    
    
    
    
    
    $
    549,890
    
    
    $
    (5,871
    )
    
    $
    544,019LIABILITIES AND EQUITYCurrent liabilities:Trade payables
    
    
    
    
    
    $
    27,900
    
    
    $
    
    
    
    $
    27,900Provisions
    
    
    4
    
    
    
    42,919
    
    
    
    471
    
    
    
    43,390Derivative liabilities
    
    
    
    
    
    
    17,597
    
    
    
    
    
    
    
    17,597Pension and other employee obligations
    
    
    5
    
    
    
    30,977
    
    
    
    46
    
    
    
    31,023Current portion of long term debt
    
    
    1
    
    
    
    40,000
    
    
    
    (433
    )
    
    
    39,567Deferred revenue
    
    
    
    
    
    
    4,891
    
    
    
    
    
    
    
    4,891Income taxes payable
    
    
    
    
    
    
    2,550
    
    
    
    
    
    
    
    2,550Other liabilities
    
    
    6
    
    
    
    7,069
    
    
    
    1,676
    
    
    
    8,745Total current liabilities
    
    
    
    
    
    
    173,903
    
    
    
    1,760
    
    
    
    175,663Derivative liabilities
    
    
    
    
    
    
    7,600
    
    
    
    
    
    
    
    7,600Pension and other employee obligations
    
    
    5
    
    
    
    3,921
    
    
    
    365
    
    
    
    4,286Long term debt
    
    
    1
    
    
    
    95,000
    
    
    
    (342
    )
    
    
    94,658Deferred revenue
    
    
    
    
    
    
    3,515
    
    
    
    
    
    
    
    3,515Other non-current liabilities
    
    
    
    
    
    
    3,727
    
    
    
    
    
    
    
    3,727Deferred tax liabilities
    
    
    3
    
    
    
    8,343
    
    
    
    (117
    )
    
    
    8,226Redeemable noncontrolling interest
    
    
    6
    
    
    
    278
    
    
    
    (278
    )
    
    
    TOTAL LIABILITIES
    
    
    
    
    
    
    296,287
    
    
    
    1,388
    
    
    
    297,675Shareholders equity:Share capital
    
    
    
    
    
    
    6,848
    
    
    
    
    
    
    
    6,848Share premium
    
    
    7,8
    
    
    
    203,531
    
    
    
    3,437
    
    
    
    206,968Retained earnings
    
    
    2, 3, 4, 5, 6,7,8,9,
    
    
    
    50,797
    
    
    
    (22,121
    )
    
    
    28,676Other components of equity
    
    
    3,6,9
    
    
    
    (7,573
    )
    
    
    11,425
    
    
    
    3,852Total shareholders equity
    
    
    
    
    
    
    253,603
    
    
    
    (7,259
    )
    
    
    246,344TOTAL LIABILITIES AND EQUITY
    
    
    
    
    
    $
    549,890
    
    
    $
    (5,871
    )
    
    $
    544,019
  Page 24 of 59




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##### 



WNS (HOLDINGS) LIMITED
(Unaudited, amounts in thousands)
 Notes:
 1
    
    Under IFRS, debt is a
financial liability recognized initially at fair value adjusted for transaction costs that are directly attributable to the issue of the financial liability and
measured subsequently at amortized cost. Accordingly, debt issue costs have been netted off
against long term debt. Under Previous GAAP, such debt issue costs were recorded as deferred
charges. Due to the netting off of debt issue cost with the carrying amount of long term
debt, prepayment and other current assets and other non-current assets are lower by $433 and
$342 and current portion and non-current portion of the long term debt are lower by $433 and
$342, respectively.2
    
    The Company has applied the exemption as provided in IFRS 1 with respect to deemed cost and
measured specific item of property and equipment, on a selective basis within certain classes of assets,
at its fair value at the Transition Date. Consequent to this, the fair value as of the
Transition Date is taken as their deemed cost for all those classes of assets where the fair
value is lower than the carrying value. For all other  assets where the fair value
is greater than the carrying value, those assets have been carried at their Previous GAAP
amounts. As a result, property and equipment under IFRS is lower by $3,153, with a
corresponding impact to retained earnings.3
    
    Certain deferred tax credits (net) amounting to $1,826 not recognized under Previous GAAP
are now recognized under IFRS due to a difference in accounting treatment on account of:     The above adjustments have an impact on retained earnings and other components of equity.4
    
    Under IFRS, any contingent consideration payable on the date of acquisition shall be
recognized at the fair value on the acquisition date and shall be recognized as a liability.
The transition guidance on IFRS 3 requires contingent consideration balances arising from
previous business combinations to be accounted as cost of acquisition and adjusted to
goodwill, which do not apply to first time adopter of IFRS. However IFRS 1 states that only intangible assets and its related deferred tax
recognized under Previous GAAP that do not meet the recognition criteria under IFRS be
adjusted against goodwill. Under IFRS, the Company has recognized $471 of contingent
consideration as liability and the corresponding impact to retained earnings. Under Previous
GAAP, such earn out consideration was recorded as an addition to goodwill.5
    
    Under employee benefits in India, the defined benefit plan provides for a lump-sum payment
to eligible employees at retirement, death and incapacitation or on termination of
employment, of an amount based on the respective employees salary and tenure of employment,
subject to a maximum of approximately $8 per employee. In March 2010, the Indian Union
Cabinet gave its consent for enhancing the gratuity limit at the time of retirement from $8
to $22 per employee in India. The amendment was subsequently passed in the Parliament on May
2010. As a result of the law being substantially enacted on the Transition Date, the
carrying value of employee benefits increased by $255 with a corresponding impact to
retained earnings. The impact of the above change was accounted in the first quarter of
fiscal 2011 under Previous GAAP.Under IFRS, the Company uses the projected unit credit method to determine the present value
of defined benefit obligations using the market yields on Government bonds. Under Previous
GAAP, the Company used a discount rate that reflects Government bond yield plus a spread for
credit risk. As a result, the carrying value of employee benefits increased by $156 with a
corresponding impact to retained earnings.The Company has applied the exemption as provided in IFRS 1 with respect to employee
benefits and has elected to recognize all cumulative actuarial gains and losses up to the
Transition Date. As a result, the Company has recognized $454 in retained earnings under
IFRS with a corresponding debit to other comprehensive income.  Page 25 of 59




---



##### 



WNS (HOLDINGS) LIMITED
(Unaudited, amounts in thousands)
 6
    
    Under IFRS the redeemable noncontrolling interest
does not exist, since the Company believes that the risk and reward of the joint venture always
vested to the Company.Under IFRS, put option has been classified as a financial
liability and valued based on the probability of weighted assessment of possible outcome of the
various conditions for put option. Further, the exercise of the put option is not under the control
of the Company. Accordingly, under IFRS, a liability has been recorded based on the obligation
existing as at the Transition Date based on the present value of the put option amounting to $1,676.Under Previous GAAP, redeemable noncontrolling interest was classified
as temporary equity as the net settlement of the put option and call
option is not possible and hence was not classified as a derivative.
The Company recognized the changes in redemption value of the
redeemable noncontrolling interest at the end of each reporting
period.As a result, under IFRS, the redemption value of redeemable
noncontrolling interest of $278 has been reclassed to other
liabilities. Further, this liability was increased by $1,398 to record
the existing obligation as at the Transition Date with a corresponding
debit to retained earnings of $1,354 and a debit of $44 to other
components of equity.7
    
    The Company grants share options to its employees. These share options
vest in a graded manner over the vesting period. Under IFRS, each
tranche of vesting is treated as a separate award and the stock
compensation expense relating to that tranche is amortized over the
vesting period of the underlying tranche. This results in accelerated
amortization of stock compensation expense in the initial years
following the grant of share options.Previous GAAP permits an entity to recognize the stock compensation
expense, relating to share options which vest in a graded manner, on a
straight-line basis over the requisite vesting period for the entire
award. However, the amount of compensation cost recognized at any date
must at least equal the portion of the grant-date value of the award
that is vested at that date.Accordingly, the stock compensation expense recognized under IFRS is
higher by $2,150 as at the Transition Date in respect of the unvested
awards.8
    
    Under the Indian tax laws, Fringe Benefit Tax (FBT) was imposed on all
stock options exercised on or after April 1, 2007. Under this
legislation, on exercise of an option or Restricted Share Unit (RSUs),
employers were responsible for a tax equal to the intrinsic value at
its vesting date multiplied by the applicable tax rate. The FBT was
included as a component of the exercise price while computing the fair
value of the grant. In August 2009, the Indian tax laws withdrew the
levy of FBT with effect from April 1, 2009. Consequent to this change
in legislation, no FBT were recovered for options and RSUs issued to
Indian option holders, resulting in a reduction in the exercise price
of the options and RSUs. Under Previous GAAP, the charge in FBT was
treated as a modification.Under IFRS, the levy of FBT is accounted as reimbursement under IAS
37, Provisions, Contingent Liabilities and Contingent Assets. The
grant date fair values of options and RSUs computed under Previous
GAAP have been recomputed to remove the effect of FBT component
included in the exercise price. As a result of the change in
accounting treatment under IFRS, stock compensation expense is higher
by $1,287 as on the Transition Date.9
    
    Under Previous GAAP, for effective hedges the premium paid for
purchased options were recorded in other components of equity. Under
IFRS, the time value of the options are separated from the option
value and recorded at fair value at each reporting period with the
resultant gains or losses reported in the  statement of income.
Consequently under IFRS, the change in accounting treatment resulted
in an increase to other components of equity by $11,015 (net of tax)
and a corresponding debit to retained earnings.  Page 26 of 59




---



##### 



WNS (HOLDINGS) LIMITED
(Unaudited, amounts in thousands)
Reconciliation of equity as at June 30, 2010
 Amount as
    
    
    Effect ofper Previous
    
    
    transition to
    
    
    Amount asNotes
    
    
    GAAP
    
    
    IFRS
    
    
    per IFRSASSETSCurrent assets:Cash and cash equivalents
    
    
    
    
    
    $
    38,830
    
    
    $
    
    
    
    $
    38,830Bank deposits and marketable securities
    
    
    
    
    
    
    50
    
    
    
    
    
    
    
    50Trade receivables
    
    
    
    
    
    
    59,167
    
    
    
    
    
    
    
    59,167Unbilled revenue
    
    
    
    
    
    
    32,352
    
    
    
    
    
    
    
    32,352Funds held for clients
    
    
    
    
    
    
    10,067
    
    
    
    
    
    
    
    10,067Current tax assets
    
    
    
    
    
    
    5,387
    
    
    
    
    
    
    
    5,387Derivative assets
    
    
    
    
    
    
    16,228
    
    
    
    
    
    
    
    16,228Prepayments and other current assets
    
    
    1
    
    
    
    17,229
    
    
    
    (554
    )
    
    
    16,675Total current assets
    
    
    
    
    
    
    179,310
    
    
    
    (554
    )
    
    
    178,756Goodwill
    
    
    2
    
    
    
    89,308
    
    
    
    (471
    )
    
    
    88,837Intangible assets
    
    
    
    
    
    
    179,984
    
    
    
    
    
    
    
    179,984Property and equipment
    
    
    3
    
    
    
    47,232
    
    
    
    (2,591
    )
    
    
    44,641Derivative assets
    
    
    
    
    
    
    5,531
    
    
    
    
    
    
    
    5,531Deferred tax assets
    
    
    4
    
    
    
    28,566
    
    
    
    (2,251
    )
    
    
    26,315Other non-current assets
    
    
    1
    
    
    
    8,515
    
    
    
    (341
    )
    
    
    8,174TOTAL ASSETS
    
    
    
    
    
    $
    538,446
    
    
    $
    (6,208
    )
    
    $
    532,238LIABILITIES AND EQUITYCurrent liabilities:Trade payables
    
    
    
    
    
    $
    30,893
    
    
    $
    
    
    
    $
    30,893Provisions
    
    
    
    
    
    
    41,243
    
    
    
    
    
    
    
    41,243Derivative assets
    
    
    
    
    
    
    18,697
    
    
    
    
    
    
    
    18,697Pension and other employee obligations
    
    
    5
    
    
    
    23,319
    
    
    
    (5
    )
    
    
    23,314Short term line of credit
    
    
    
    
    
    
    103
    
    
    
    
    
    
    
    103Current portion of long term debt
    
    
    1
    
    
    
    46,000
    
    
    
    (771
    )
    
    
    45,229Short term debt
    
    
    
    
    
    
    6,000
    
    
    
    
    
    
    
    6,000Deferred revenue
    
    
    
    
    
    
    4,762
    
    
    
    
    
    
    
    4,762Income taxes payable
    
    
    
    
    
    
    2,118
    
    
    
    
    
    
    
    2,118Other liabilities
    
    
    9
    
    
    
    6,835
    
    
    
    1,528
    
    
    
    8,363Total current liabilities
    
    
    
    
    
    
    179,970
    
    
    
    752
    
    
    
    180,722Derivative liabilities
    
    
    
    
    
    
    4,550
    
    
    
    
    
    
    
    4,550Pension and other employee obligations
    
    
    5
    
    
    
    4,334
    
    
    
    51
    
    
    
    4,385Long term debt
    
    
    1
    
    
    
    89,000
    
    
    
    (457
    )
    
    
    88,543Deferred revenue
    
    
    
    
    
    
    8,544
    
    
    
    
    
    
    
    8,544Other non-current liabilities
    
    
    
    
    
    
    3,234
    
    
    
    
    
    
    
    3,234Deferred tax liabilities
    
    
    4
    
    
    
    8,422
    
    
    
    (503
    )
    
    
    7,919TOTAL LIABILITIES
    
    
    
    
    
    
    298,054
    
    
    
    (157
    )
    
    
    297,897Shareholders equity:Share capital
    
    
    
    
    
    
    6,904
    
    
    
    
    
    
    
    6,904Share premium
    
    
    6,7,10
    
    
    
    204,604
    
    
    
    3,545
    
    
    
    208,149Retained earnings
    
    
    1,2, 3, 4, 5,6,7,8,9,10
    
    
    
    44,688
    
    
    
    (21,847
    )
    
    
    22,841Other components of equity
    
    
    5,8,9
    
    
    
    (15,804
    )
    
    
    12,251
    
    
    
    (3,553
    )Total shareholders equity
    
    
    
    
    
    
    240,392
    
    
    
    (6,051
    )
    
    
    234,341TOTAL LIABILITIES AND EQUITY
    
    
    
    
    
    $
    538,446
    
    
    $
    (6,208
    )
    
    $
    532,238
  Page 27 of 59




---



##### 



WNS (HOLDINGS) LIMITED
(Unaudited, amounts in thousands)
 Notes
 1
    
    Under IFRS, debt is a
financial liability recognized initially at fair value adjusted for
transaction costs that are directly attributable to the issue of the financial liability
and measured subsequently at amortized cost. Accordingly, debt issue costs have been
netted off against long term debt. Under Previous GAAP, such debt issue costs were
recorded as deferred charges. Due to the netting off of debt issue cost with the carrying
amount of long term debt, prepayment and other current assets and other non-current
assets are lower by $554 and $341 and current portion and non-current portion of the long
term debt are lower by $554 and $341, respectively.Further, under Previous GAAP, in connection with the refinancing of the long term debt,
the debt issue cost for the new loan pertaining to existing lenders continuing as new
lenders were charged to the  statement of income. Under IFRS, the same has been netted off
against the long term debt. As a result, under IFRS, the long term debt is lower by $333.2
    
    Under IFRS, contingent consideration relating to acquisitions is recognized if it is
probable that such consideration would be paid and can be measured reliably. Under
Previous GAAP, contingent consideration is recognized after the contingency is resolved
and additional consideration becomes payable. As a result, under IFRS, the Company has
recognized contingent consideration as additional liability and charged to retained
earnings on the Transition Date. Consequently, goodwill under IFRS is lower by $471.3
    
    The Company has applied the exemption as provided in IFRS 1 with respect to deemed cost
and measured specific item of property and equipment, on a selective basis within certain classes of
assets, at its fair value at the Transition Date. Consequent to this, the fair value as
of the Transition Date is taken as their deemed cost for all those classes of assets
where the fair value was lower than the carrying value. For all other classes of assets
where the fair value is greater than the carrying value, those assets have been carried
at their Previous GAAP amounts. As a result, under IFRS, property and equipment is lower
by $2,591, with a corresponding impact to retained earnings.4
    
    Certain deferred tax credits (net) amounting to $1,748 not recognized under Previous GAAP
are now recognized under IFRS due to difference in accounting treatment on account of:     5
    
    The Company has applied the exemption as provided in IFRS 1 with respect to employee
benefits and has elected to recognize all cumulative actuarial gains and losses up to the
Transition Date. As a result, under IFRS, the Company has recognized $454 into retained
earnings in its opening statement of financial position as of the Transition Date. The
net position as of June 30, 2010 is $433 after adjusting for the actuarial loss
recognized under Previous GAAP in the period ended.The Company has applied the exemption as provided in IFRS 1 with respect to employee
benefits and has elected to recognize all cumulative actuarial gains and losses up to the
Transition Date. As a result, under IFRS, the Company has recognized $454 into retained
earnings in its opening statement of financial position as of the Transition Date. The
net position as of June 30, 2010 is $433 after adjusting for the actuarial loss
recognized under Previous GAAP in the period ended.6
    
    The Company grants share options to its employees. These share options vest in a graded
manner over the vesting period. Under IFRS, each tranche of vesting is treated as a
separate award and the stock compensation expense relating to that tranche is amortized
over the vesting period of the underlying tranche. This results in accelerated
amortization of stock compensation expense in the initial years following the grant of
share options.Previous GAAP permits an entity to recognize the stock compensation expense, relating to
share options which vest in a graded manner, on a straight-line basis over the requisite
vesting period for the entire award. However, the amount of compensation cost recognized
at any date must at least equal the portion of the grant-date value of the award that is
vested at that date. As a result of a change in accounting treatment under IFRS, share
premium is higher by $1,812 on account of higher stock compensation expense.  Page 28 of 59




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##### 



WNS (HOLDINGS) LIMITED
(Unaudited, amounts in thousands)
 7
    
    Under the Indian tax laws FBT was imposed on all stock options
exercised on or after April 1, 2007. Under this legislation, on
exercise of an option or RSUs, employers were responsible for a tax
equal to the intrinsic value at its vesting date multiplied by the
applicable tax rate. The FBT was included as a component of the
exercise price while computing the fair value of the grant. In August
2009, the Indian tax laws withdrew the levy of FBT with effect from
April 1, 2009. Consequent to this change in legislation, no FBT were
recovered for options and RSUs issued to Indian option holders,
resulting in a reduction in the exercise price of the options and
RSUs. Under Previous GAAP, the change in FBT was treated as a
modification.Under IFRS, the levy of FBT is accounted as reimbursement under IAS
37. The grant date fair values of options and RSUs computed under
Previous GAAP have been recomputed to remove the effect of FBT
component included in the exercise price. As a result of a change in
accounting treatment under IFRS, share premium is higher by $1,174 on
account of higher stock compensation expense.8
    
    Under Previous GAAP, for effective hedges the premium paid for
purchased options were recorded in other components of equity. Under
IFRS, the time value of the options are separated from the option
value and recorded at fair value at each reporting period with the
resultant gains or losses reported in the statement of income.
Consequently under IFRS, the change in accounting treatment resulted
in an increase to other components of equity by $11,292 (net of tax).9
    
    Under IFRS the redeemable noncontrolling
interest does not exist, since the Company believes that the risk and reward of the
joint venture always vested to the Company.Under IFRS, put option has been classified as
a financial liability and valued based on the probability of weighted assessment of
possible outcome of the various conditions for put option. Further, the exercise of
the put option is not under the control of the Company. Accordingly, under IFRS, a
liability has been recorded based on the obligation existing as at the Transition Date
based on the present value of the put option.Under Previous GAAP, redeemable noncontrolling interest was classified
as temporary equity as the net settlement of the put option and call
option is not possible and hence was not classified as a derivative.
The Company recognized the changes in redemption value of the
redeemable noncontrolling interest at the end of each reporting
period. As a result, under IFRS, the share of losses on redeemable
noncontrolling interest amounting to $111 recorded in other components
of equity has been transferred to retained earnings. 10.
    
    Under IFRS, the deferred tax asset on share based compensation is adjusted based on the
prevailing share price at each reporting date. Any fluctuation in share price will result
in a change in deferred tax. At the time of exercise of options, any excess deferred tax
created is recognized as a charge in the statement of income.Under Previous GAAP, deferred tax asset on share based compensation is calculated at the
date of the grant of option. At the time of exercise of option, the shortfall is recorded as
a debit to equity to the extent prior excess tax benefits exist.As a result of the change in accounting treatment under IFRS, the Company has recognized
$559 of tax deficiency in statement of income with a corresponding credit to share premium.
  Page 29 of 59




---



##### 



WNS (HOLDINGS) LIMITED
(Unaudited, amounts in thousands)
Reconciliation of equity as at September 30, 2010
 Amount as
    
    
    Effect ofper Previous
    
    
    transition to
    
    
    Amount asNotes
    
    
    GAAP
    
    
    IFRS
    
    
    per IFRSASSETSCurrent assets:Cash and cash equivalents
    
    
    
    
    
    $
    24,648
    
    
    $
    
    
    
    $
    24,648Bank deposits and marketable securities
    
    
    
    
    
    
    12
    
    
    
    
    
    
    
    12Trade receivables
    
    
    
    
    
    
    70,720
    
    
    
    
    
    
    
    70,720Unbilled revenue
    
    
    
    
    
    
    32,602
    
    
    
    
    
    
    
    32,602Funds held for clients
    
    
    
    
    
    
    1,865
    
    
    
    
    
    
    
    1,865Current tax assets
    
    
    
    
    
    
    5,343
    
    
    
    
    
    
    
    5,343Derivative assets
    
    
    
    
    
    
    18,352
    
    
    
    
    
    
    
    18,352Prepayments and other current assets
    
    
    1
    
    
    
    18,004
    
    
    
    (594
    )
    
    
    17,410Total current assets
    
    
    
    
    
    
    171,546
    
    
    
    (594
    )
    
    
    170,952Goodwill
    
    
    2
    
    
    
    92,820
    
    
    
    (490
    )
    
    
    92,330Intangible assets
    
    
    
    
    
    
    172,380
    
    
    
    
    
    
    
    172,380Property and equipment
    
    
    3
    
    
    
    48,982
    
    
    
    (2,225
    )
    
    
    46,757Derivative assets
    
    
    
    
    
    
    3,361
    
    
    
    
    
    
    
    3,361Deferred tax assets
    
    
    4
    
    
    
    31,650
    
    
    
    (2,714
    )
    
    
    28,936Other non-current assets
    
    
    1
    
    
    
    8,760
    
    
    
    (337
    )
    
    
    8,423TOTAL ASSETS
    
    
    
    
    
    $
    529,499
    
    
    $
    (6,360
    )
    
    $
    523,139LIABILITIES AND EQUITYCurrent liabilities:Trade payables
    
    
    
    
    
    $
    28,901
    
    
    $
    
    
    
    $
    28,901Provisions
    
    
    
    
    
    
    41,880
    
    
    
    
    
    
    
    41,880Derivative liabilities
    
    
    
    
    
    
    14,250
    
    
    
    
    
    
    
    14,250Pension and other employee obligations
    
    
    5
    
    
    
    26,342
    
    
    
    (4
    )
    
    
    26,338Short term line of credit
    
    
    
    
    
    
    10,980
    
    
    
    
    
    
    
    10,980Current portion of long term debt
    
    
    1
    
    
    
    40,000
    
    
    
    (764
    )
    
    
    39,236Deferred revenue
    
    
    
    
    
    
    6,610
    
    
    
    
    
    
    
    6,610Income taxes payable
    
    
    
    
    
    
    2,540
    
    
    
    
    
    
    
    2,540Other liabilities
    
    
    9
    
    
    
    5,635
    
    
    
    1,696
    
    
    
    7,331Total current liabilities
    
    
    
    
    
    
    177,138
    
    
    
    928
    
    
    
    178,066Derivative liabilities
    
    
    
    
    
    
    3,557
    
    
    
    
    
    
    
    3,557Pension and other employee obligations
    
    
    5
    
    
    
    4,432
    
    
    
    221
    
    
    
    4,653Long term debt
    
    
    1
    
    
    
    72,715
    
    
    
    (487
    )
    
    
    72,228Deferred revenue
    
    
    
    
    
    
    7,474
    
    
    
    
    
    
    
    7,474Other non-current liabilities
    
    
    
    
    
    
    2,571
    
    
    
    
    
    
    
    2,571Deferred tax liabilities
    
    
    4
    
    
    
    8,113
    
    
    
    (568
    )
    
    
    7,545TOTAL LIABILITIES
    
    
    
    
    
    
    276,000
    
    
    
    94
    
    
    
    276,094Shareholders equity:Share capital
    
    
    
    
    
    
    6,937
    
    
    
    
    
    
    
    6,937Share premium
    
    
    6,7,10
    
    
    
    205,313
    
    
    
    3,231
    
    
    
    208,544Retained earnings
    
    
    1,2, 3, 4, 5,6,7,8,9,10
    
    
    
    49,670
    
    
    
    (20,844
    )
    
    
    28,826Other components of equity
    
    
    5,8,9
    
    
    
    (8,421
    )
    
    
    11,159
    
    
    
    2,738Total shareholders equity
    
    
    
    
    
    
    253,499
    
    
    
    (6,454
    )
    
    
    247,045TOTAL LIABILITIES AND EQUITY
    
    
    
    
    
    $
    529,499
    
    
    $
    (6,360
    )
    
    $
    523,139
  Page 30 of 59




---



##### 



WNS (HOLDINGS) LIMITED
(Unaudited, amounts in thousands)
 Notes :
 1
    
    Under IFRS, debt is a
financial liability recognized initially at fair value adjusted for transaction costs that are directly attributable to the issue
of the financial liability and measured subsequently at amortized cost. Accordingly, debt issue costs have been netted off against long term
debt. Under Previous GAAP, such debt issue costs were recorded as deferred charges. Due to the netting off of debt issue cost with the carrying
amount of long term debt, prepayment and other current assets and other non-current assets are lower by $641 and $292 and current portion and
non-current portion of the long term debt are lower by $641 and $292 respectively.

Further, under Previous GAAP, in connection with the refinancing of the long term debt, the debt issue cost for the new loan pertaining to
existing lenders continuing as new lenders were charged to the
statement of income. Under IFRS, the same has been netted off against the long term
debt. As a result, under IFRS, the long term debt is lower by $320.

Under IFRS, lease deposits have been recorded at fair value, and the resultant difference between the fair value and carrying value is shown as
prepaid rent. As a result, under IFRS, prepayment and other current assets have increased by $47 and other non-current assets have reduced by
$48.2
    
    Under IFRS, contingent consideration relating to acquisitions is recognized if it is probable that such consideration would be paid and can be
measured reliably. Under Previous GAAP, contingent consideration is recognized after the contingency is resolved and additional consideration
becomes payable. As a result, under IFRS, the Company has recognized contingent consideration as additional liability and retained earnings on
the Transition Date. Consequently, goodwill under IFRS is lower by $490.3
    
    The Company has applied the
exemption as provided in IFRS 1 with respect to deemed cost and
measured specific item of property and equipment, on a
selective basis within certain classes of assets, at its fair value at the Transition Date. Consequent to this, the fair value as of the Transition Date
is taken as their deemed cost for all those classes of assets where the fair value is lower than the carrying value. For all other classes of
assets where the fair value is greater than the carrying value, those assets have been carried at their Previous GAAP amounts. As a result,
under IFRS, property and equipment is lower by $2,225, with a corresponding impact to retained earnings.4
    
    Certain deferred tax credits (net) amounting to $2,146 not recognized under Previous GAAP are now recognized under IFRS due to a difference in
accounting treatment on account of:    The above adjustment has an impact on retained earnings and other components of equity.5
    
    Under IFRS the Company uses the projected unit credit method to determine the present value of defined benefit obligations using the market
yields on Government bonds. Under Previous GAAP, the Company used a discount rate that reflects Government bond yield plus a spread for credit
risk. As a result, the carrying value of employee benefits increased by $217 with a corresponding impact to retained earnings.

The Company has applied the exemption as provided in IFRS 1 with respect to employee benefits and has elected to recognize all cumulative
actuarial gains and losses up to the Transition Date. As a result, under IFRS, the Company has recognized $645 into retained earnings.  Page 31 of 59




---



##### 



WNS (HOLDINGS) LIMITED
(Unaudited, amounts in thousands)
 6
    
    The Company grants share options to its employees. These share options
vest in a graded manner over the vesting period. Under IFRS, each
tranche of vesting is treated as a separate award and the stock
compensation expense relating to that tranche is amortized over the
vesting period of the underlying tranche. This results in accelerated
amortization of stock compensation expense in the initial years
following the grant of share options.Previous GAAP permits an entity to recognize the stock compensation
expense, relating to share options which vest in a graded manner, on a
straight-line basis over the requisite vesting period for the entire
award. However, the amount of compensation cost recognized at any date
must at least equal the portion of the grant-date value of the award
that is vested at that date. As a result of the change in accounting
treatment under IFRS, share premium is higher by $1,545 on account of
higher stock compensation expense.7
    
    Under the Indian tax laws, FBT was imposed on all stock options
exercised on or after April 1, 2007. Under this legislation, on
exercise of an option or RSUs, employers were responsible for a tax
equal to the intrinsic value at its vesting date multiplied by the
applicable tax rate. The FBT was included as a component of the
exercise price while computing the fair value of the grant. In August
2009, the Indian tax laws withdrew the levy of FBT with effect from
April 1, 2009. Consequent to this change in legislation, no FBT were
recovered for options and RSUs issued to Indian option holders,
resulting in a reduction in the exercise price of the options and
RSUs. Under Previous GAAP, the change in FBT was treated as a
modification.Under IFRS, the levy of FBT is accounted as reimbursement under IAS
37. The grant date fair values of options and RSUs computed under the
Previous GAAP have been recomputed to remove the effect of FBT
component included in the exercise price. As a result of the change in
accounting treatment under IFRS, share premium is higher by $1,027 on
account of higher stock compensation expense.8
    
    Under Previous GAAP, for effective hedges the premium paid for
purchased options were recorded in other components of equity. Under
IFRS, the time value of the options are separated from the option
value and recorded at fair value at each reporting period with the
resultant gains or losses reported in the statement of income.
Consequently under IFRS, the change in accounting treatment resulted
in an increase to other components of equity by $10,494 (net of tax).9
    
    Under IFRS the redeemable noncontrolling
interest does not exist, since the Company believes that the risk and
reward of the joint venture always vested to the Company.Under IFRS, put option has been classified as
a financial liability and valued based on the probability of weighted assessment
of possible outcome of the various conditions for put option. Further, the exercise
of the put option is not under the control of the Company. Accordingly, under IFRS,
a liability has been recorded based on the obligation existing as at the Transition
Date based on the present value of the put option.Under Previous GAAP, redeemable noncontrolling interest was classified
as temporary equity as the net settlement of the put option and call
option is not possible and hence was not classified as a derivative.
The Company recognized the changes in redemption value of the
redeemable noncontrolling interest at the end of each reporting
period. As a result, under IFRS, the share of losses on redeemable
noncontrolling interest amounting to $43 recorded in other components
of equity has been transferred to retained earnings.
 10.
    
    Under IFRS, the deferred tax asset on share based compensation is adjusted based on
the prevailing share price at each reporting date. Any fluctuation in share price will
result in a change in deferred tax. At the time of exercise of options, any excess deferred
tax created is recognized as a charge in the statement of income.Under Previous GAAP, deferred tax asset on share based compensation is calculated at the
date of the grant of option. At the time of exercise of option, the shortfall is recorded as
a debit to equity to the extent prior excess tax benefits exist.As a result of the change in accounting treatment under IFRS, the Company has recognized
$659 of tax deficiency in statement of income with a corresponding credit to share premium.
  Page 32 of 59




---



##### 



WNS (HOLDINGS) LIMITED
(Unaudited, amounts in thousands)
Reconciliation of equity as at December 31, 2010
 Amount as
    
    
    Effect ofper Previous
    
    
    transition to
    
    
    Amount asNotes
    
    
    GAAP
    
    
    IFRS
    
    
    per IFRSASSETSCurrent assets:Cash and cash equivalents
    
    
    
    
    
    $
    30,231
    
    
    $
    
    
    
    $
    30,231Bank deposits and marketable securities
    
    
    
    
    
    
    12
    
    
    
    
    
    
    
    12Trade receivables
    
    
    
    
    
    
    79,879
    
    
    
    
    
    
    
    79,879Unbilled revenue
    
    
    
    
    
    
    32,625
    
    
    
    
    
    
    
    32,625Funds held for clients
    
    
    
    
    
    
    6,026
    
    
    
    
    
    
    
    6,026Current tax assets
    
    
    
    
    
    
    6,043
    
    
    
    
    
    
    
    6,043Derivative assets
    
    
    
    
    
    
    13,713
    
    
    
    
    
    
    
    13,713Prepayments and other current assets
    
    
    1
    
    
    
    17,098
    
    
    
    (306
    )
    
    
    16,792Total current assets
    
    
    
    
    
    
    185,627
    
    
    
    (306
    )
    
    
    185,321Goodwill
    
    
    2
    
    
    
    92,319
    
    
    
    (482
    )
    
    
    91,837Intangible assets
    
    
    
    
    
    
    164,368
    
    
    
    
    
    
    
    164,368Property and equipment
    
    
    3
    
    
    
    46,404
    
    
    
    (1,775
    )
    
    
    44,629Derivative assets
    
    
    
    
    
    
    3,358
    
    
    
    
    
    
    
    3,358Deferred tax assets
    
    
    4
    
    
    
    34,051
    
    
    
    (2,123
    )
    
    
    31,928Other non-current assets
    
    
    1
    
    
    
    8,931
    
    
    
    (460
    )
    
    
    8,471TOTAL ASSETS
    
    
    
    
    
    $
    535,058
    
    
    $
    (5,146
    )
    
    $
    529,912LIABILITIES AND EQUITYCurrent liabilities:Trade payables
    
    
    
    
    
    $
    40,351
    
    
    $
    
    
    
    $
    40,351Provisions
    
    
    
    
    
    
    37,760
    
    
    
    
    
    
    
    37,760Derivative liabilities
    
    
    
    
    
    
    11,940
    
    
    
    
    
    
    
    11,940Pension and other employee obligations
    
    
    5
    
    
    
    27,404
    
    
    
    (5
    )
    
    
    27,399Short term line of credit
    
    
    
    
    
    
    8,700
    
    
    
    
    
    
    
    8,700Current portion of long term debt
    
    
    1
    
    
    
    40,000
    
    
    
    (709
    )
    
    
    39,291Deferred revenue
    
    
    
    
    
    
    6,242
    
    
    
    
    
    
    
    6,242Income taxes payable
    
    
    
    
    
    
    2,375
    
    
    
    
    
    
    
    2,375Other liabilities
    
    
    9
    
    
    
    3,972
    
    
    
    1,663
    
    
    
    5,635Total current liabilities
    
    
    
    
    
    
    178,744
    
    
    
    949
    
    
    
    179,693Derivative liabilities
    
    
    
    
    
    
    1,491
    
    
    
    
    
    
    
    1,491Pension and other employee obligations
    
    
    5
    
    
    
    4,319
    
    
    
    271
    
    
    
    4,590Long term debt
    
    
    1
    
    
    
    72,457
    
    
    
    (310
    )
    
    
    72,147Deferred revenue
    
    
    
    
    
    
    6,630
    
    
    
    
    
    
    
    6,630Other non-current liabilities
    
    
    
    
    
    
    2,675
    
    
    
    
    
    
    
    2,675Deferred tax liabilities
    
    
    4
    
    
    
    7,614
    
    
    
    (179
    )
    
    
    7,435TOTAL LIABILITIES
    
    
    
    
    
    
    273,930
    
    
    
    731
    
    
    
    274,661Shareholders equity:Share capital
    
    
    
    
    
    
    6,951
    
    
    
    
    
    
    
    6,951Ordinary shares subscribed
    
    
    
    
    
    
    4
    
    
    
    
    
    
    
    4Share premium
    
    
    6,7,10
    
    
    
    206,472
    
    
    
    3,218
    
    
    
    209,690Retained earnings
    
    
    1,2, 3, 4, 5, 6,7,8,9,10
    
    
    
    55,353
    
    
    
    17,563
    
    
    
    37,790Other components of equity
    
    
    8,9
    
    
    
    (7,652
    )
    
    
    8,468
    
    
    
    816Total shareholders equity
    
    
    
    
    
    
    261,128
    
    
    
    (5,877
    )
    
    
    255,251TOTAL LIABILITIES AND EQUITY
    
    
    
    
    
    $
    535,058
    
    
    $
    (5,146
    )
    
    $
    529,912
  Page 33 of 59




---



##### 



WNS (HOLDINGS) LIMITED  (Unaudited, amounts in thousands)
 Notes
 1
    
    Under IFRS, debt is a
financial liability recognised initially at fair value adjusted for
transaction costs that are directly attributable to the issue of the financial liability
and measured subsequently at amortized cost. Accordingly, debt issue costs have been
netted off against long term debt. Under Previous GAAP, such debt issue costs were
recorded as deferred charges. Due to the netting off of debt issue cost with the carrying
amount of long term debt, prepayment and other current assets and other non-current
assets are lower by $592 and $169 and current portion and non-current portion of the long
term debt are lower by $592 and $169, respectively.Further, under Previous GAAP, in connection with the refinancing of the long term debt,
the debt issuance cost for the new loan pertaining to existing lenders continuing as new
lenders were charged to the statement of income. Under IFRS, the same has been netted off
against the long term debt. As a result, under IFRS, the long term debt is lower by $258.Under IFRS, lease deposits have been recorded at fair value, and the resultant difference
between the fair value and carrying value is shown as prepaid rent. As a result, under
IFRS, prepayment and other current assets have increased by $286 and other non-current
assets have reduced by $291.2
    
    Under IFRS, contingent consideration relating to acquisitions is recognized if it is
probable that such consideration would be paid and can be measured reliably. Under
Previous GAAP, contingent consideration is recognized after the contingency is resolved
and additional consideration becomes payable. As a result, under IFRS, the Company has
recognized contingent consideration as additional liability and retained earnings on the
Transition Date. Consequently, goodwill under IFRS is lower by $482.3
    
    The Company has applied the exemption as provided in IFRS 1 with respect to deemed cost
and measured specific item of property and equipment, on a selective
basis within certain classes of
assets, at its fair value at the Transition Date. Consequent to this, the fair value as
of the Transition Date is taken as their deemed cost for all those classes of assets
where the fair value is lower than the carrying value. For all other classes of assets
where the fair value is greater than the carrying value, those assets have been carried
at their Previous GAAP amounts. As a result, under IFRS, property and equipment is lower
by $1,775, with a corresponding impact to retained earnings.4
    
    Certain deferred tax credits (net) amounting to $1,944 not recognized under Previous GAAP
are now recognized under IFRS due to a difference in accounting treatment on account of:
     5
    
    Under IFRS, the Company uses the projected unit credit method to determine the present
value of defined benefit obligations using the market yields on Government bonds. Under
Previous GAAP, the Company used a discount rate that reflects Government bond yield plus
a spread for credit risk. As a result, the carrying value of employee benefits increased
by $266 with a corresponding impact to retained earnings.The Company has applied the exemption as provided in IFRS 1 with respect to employee
benefits and has elected to recognize all cumulative actuarial gains and losses up to the
Transition Date. As a result, under IFRS, the Company has recognized $583 into retained
earnings.
  Page 34 of 59




---



##### 



WNS (HOLDINGS) LIMITED
(Unaudited, amounts in thousands)
 6
    
    The Company grants share options to its employees. These share options
vest in a graded manner over the vesting period. Under IFRS, each
tranche of vesting is treated as a separate award and the stock
compensation expense relating to that tranche is amortized over the
vesting period of the underlying tranche. This results in accelerated
amortization of stock compensation expense in the initial years
following the grant of share options.Previous GAAP permits an entity to recognize the stock compensation
expense, relating to share options which vest in a graded manner, on a
straight-line basis over the requisite vesting period for the entire
award. However, the amount of compensation cost recognized at any date
must at least equal the portion of the grant-date value of the award
that is vested at that date. As a result of the change in accounting
treatment, under IFRS, share premium is higher by $1,626 on account of
higher stock compensation expense.7
    
    Under the Indian tax laws, FBT was imposed on all stock options
exercised on or after April 1, 2007. Under this legislation, on
exercise of an option or RSUs, employers were responsible for a tax
equal to the intrinsic value at its vesting date multiplied by the
applicable tax rate. The FBT was included as a component of the
exercise price while computing the fair value of the grant. In the
August 2009, Indian tax laws withdrew the levy of FBT with effect from
April 1, 2009. Consequent to this change in legislation, no FBT were
recovered for options and RSUs issued to Indian option holders,
resulting in a reduction in the exercise price of the options and
RSUs. Under Previous GAAP, the charge in FBT was treated as a
modification.Under IFRS, the levy of FBT is accounted as reimbursement right under
IAS 37. The grant date fair values of options and RSUs computed under
the Previous GAAP have been recomputed to remove the effect of FBT
component included in the exercise price. As a result of the change in
accounting treatment, under IFRS, share premium is higher by $907 on
account of higher stock compensation expense.8
    
    Under Previous GAAP, for effective hedges the premium paid for
purchased options were recorded in other components of equity. Under
IFRS, the time value of the options are separated from the option
value and recorded at fair value at each reporting period with the
resultant gains or losses reported in the statement of income.
Consequently under IFRS, the change in accounting treatment resulted
in an increase to other components of equity by $7,801 (net of tax).9
    
    Under IFRS the redeemable noncontrolling
interest does not exist, since the Company believes that the risk and
reward of the joint venture always vested to the Company.Under IFRS, put option has been classified as
a financial liability and valued based on the probability of weighted assessment
of possible outcome of the various conditions for put option. Further, the exercise
of the put option is not under the control of the Company. Accordingly, under IFRS,
a liability has been recorded based on the obligation existing as at the Transition
Date based on the present value of the put option.Under Previous GAAP, redeemable noncontrolling interest was classified
as temporary equity as the net settlement of the put option and call
option is not possible and hence was not classified as a derivative.
The Company recognized the changes in redemption value of the
redeemable noncontrolling interest at the end of each reporting
period. As a result, under IFRS, the share of losses on redeemable
noncontrolling interest amounting to $59 recorded in other components
of equity has been transferred to retained earnings.10.
    
    Under IFRS, the deferred tax asset on share based compensation is adjusted based on the prevailing share price at each reporting date. Any fluctuation in share price will result in a change in deferred tax. At the time of exercise of options, any excess deferred tax created is recognized as a charge in the statement of income.


Under Previous GAAP, deferred tax asset on share based compensation is calculated at the date of the grant of option. At the time of exercise of option, the shortfall is recorded as a debit to equity to the extent prior excess tax benefits exist.


As a result of the change in accounting treatment under IFRS, the Company has recognized $685 of tax deficiency in statement of income with a corresponding credit to share premium.
  Page 35 of 59




---



##### 



WNS (HOLDINGS) LIMITED
(Unaudited, amounts in thousands)
Reconciliation of equity as at March 31, 2011
 Amount as
    
    
    Effect ofper Previous
    
    
    transition to
    
    
    Amount asNotes
    
    
    GAAP
    
    
    IFRS
    
    
    per IFRSASSETSCurrent assets:Cash and cash equivalents
    
    
    
    
    
    $
    27,090
    
    
    $
    
    
    
    $
    27,090Bank deposits and marketable securities
    
    
    
    
    
    
    12
    
    
    
    
    
    
    
    12Trade receivables
    
    
    
    
    
    
    78,586
    
    
    
    
    
    
    
    78,586Unbilled revenue
    
    
    
    
    
    
    30,837
    
    
    
    
    
    
    
    30,837Funds held for clients
    
    
    
    
    
    
    8,799
    
    
    
    
    
    
    
    8,799Current tax assets
    
    
    
    
    
    
    8,502
    
    
    
    
    
    
    
    8,502Derivative assets
    
    
    
    
    
    
    11,182
    
    
    
    
    
    
    
    11,182Prepayments and other current assets
    
    
    1
    
    
    
    16,679
    
    
    
    (232
    )
    
    
    16,447Total current assets
    
    
    
    
    
    
    181,687
    
    
    
    (232
    )
    
    
    181,455Investments
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    2Goodwill
    
    
    2
    
    
    
    94,036
    
    
    
    (503
    )
    
    
    93,533Intangible assets
    
    
    
    
    
    
    156,587
    
    
    
    
    
    
    
    156,587Property and equipment
    
    
    3
    
    
    
    48,592
    
    
    
    (1,414
    )
    
    
    47,178Derivative assets
    
    
    
    
    
    
    2,282
    
    
    
    
    
    
    
    2,282Deferred tax assets
    
    
    4
    
    
    
    36,820
    
    
    
    (3,302
    )
    
    
    33,518Other non-current assets
    
    
    1
    
    
    
    8,413
    
    
    
    (373
    )
    
    
    8,040TOTAL ASSETS
    
    
    
    
    
    $
    528,419
    
    
    $
    (5,824
    )
    
    $
    522,595LIABILITIES AND EQUITYCurrent liabilities:Trade payables
    
    
    
    
    
    $
    43,748
    
    
    $
    
    
    
    $
    43,748Provisions
    
    
    
    
    
    
    32,933
    
    
    
    
    
    
    
    32,933Derivative liabilities
    
    
    
    
    
    
    9,963
    
    
    
    
    
    
    
    9,963Pension and other employee obligations
    
    
    5
    
    
    
    31,034
    
    
    
    (5
    )
    
    
    31,029Short term line of credit
    
    
    
    
    
    
    14,593
    
    
    
    
    
    
    
    14,593Current portion of long term debt
    
    
    1
    
    
    
    50,000
    
    
    
    (608
    )
    
    
    49,392Deferred revenue
    
    
    
    
    
    
    6,962
    
    
    
    
    
    
    
    6,962Income taxes payable
    
    
    
    
    
    
    3,088
    
    
    
    
    
    
    
    3,088Other liabilities
    
    
    9
    
    
    
    2,359
    
    
    
    1,767
    
    
    
    4,126Total current liabilities
    
    
    
    
    
    
    194,680
    
    
    
    1,154
    
    
    
    195,834Derivative liabilities
    
    
    
    
    
    
    431
    
    
    
    
    
    
    
    431Pension and other employee obligations
    
    
    5
    
    
    
    4,087
    
    
    
    398
    
    
    
    4,485Long term debt
    
    
    1
    
    
    
    43,095
    
    
    
    (206
    )
    
    
    42,889Deferred revenue
    
    
    
    
    
    
    5,976
    
    
    
    
    
    
    
    5,976Other non-current liabilities
    
    
    
    
    
    
    2,978
    
    
    
    
    
    
    
    2,978Deferred tax liabilities
    
    
    4
    
    
    
    5,953
    
    
    
    (807
    )
    
    
    5,146TOTAL LIABILITIES
    
    
    
    
    
    
    257,200
    
    
    
    539
    
    
    
    257,739Shareholders equity:Share capital
    
    
    
    
    
    
    6,955
    
    
    
    
    
    
    
    6,955Share premium
    
    
    6,7,10
    
    
    
    208,050
    
    
    
    3,380
    
    
    
    211,430Retained earnings
    
    
    2, 3, 4, 5, 6,7,8,9,10
    
    
    
    60,259
    
    
    
    (13,670
    )
    
    
    46,589Other components of equity
    
    
    8,9
    
    
    
    (4,045
    )
    
    
    3,927
    
    
    
    (118
    )Total shareholders equity
    
    
    
    
    
    
    271,219
    
    
    
    (6,363
    )
    
    
    264,856TOTAL LIABILITIES AND EQUITY
    
    
    
    
    
    $
    528,419
    
    
    $
    (5,824
    )
    
    $
    522,595
  Page 36 of 59




---



##### 



WNS (HOLDINGS) LIMITED  (Unaudited, amounts in thousands)
 Notes
 1
    
    Under IFRS, debt is a
financial liability recognized initially at fair value adjusted for  transaction costs that are
directly attributable to the issue of the financial liability and measured subsequently at amortized cost.
Accordingly, debt issue costs have been netted off against long term debt. Under Previous GAAP, such debt issue
costs were recorded as deferred charges. Due to the netting off of debt issue cost with the carrying amount of
long term debt, prepayment and other current assets and other non-current assets are lower by $505 and $90 and
current portion and non-current portion of the long term debt are lower by $505 and $90, respectively.Further, under Previous GAAP, in connection with the refinancing of the long term debt, the debt issue cost for
the new loan pertaining to existing lenders continuing as new lenders
were charged to the  statement of income.
Under IFRS, the same has been netted off against the long term debt. As a result, under IFRS, the long term debt
is lower by $219.Under IFRS, lease deposits have been recorded at fair value, and the resultant difference between the fair value
and carrying value is shown as prepaid rent. As a result, prepayment and other current assets have increased by
$273 and other non-current assets have reduced by $283.2
    
    Under IFRS, contingent consideration relating to acquisitions is recognized if it is probable that such
consideration would be paid and can be measured reliably. Under Previous GAAP, contingent consideration is
recognized after the contingency is resolved and additional consideration becomes payable. As a result, under
IFRS, the Company has recognized contingent consideration as additional liability and retained earnings on the
Transition Date. Consequently, goodwill under IFRS is lower by $503.3
    
    The Company has applied the
exemption as provided in IFRS 1 with respect to deemed cost and
measured specific item
of property and equipment, on a selective basis within certain classes of assets, at its fair value at the Transition
Date. Consequent to this, the fair value as of the Transition Date is taken as their deemed cost for all those
classes of assets where the fair value was lower than the carrying value. For all other classes of assets where
the fair value is greater than the carrying value, those assets have been carried at their Previous GAAP
amounts. As a result, under IFRS, property and equipment is lower by $1,414, with a corresponding impact to
retained earnings.4
    
    Certain deferred tax credits (net) amounting to $2,495 not recognized under Previous GAAP are now recognized
under IFRS due to a difference in accounting treatment on account of:
        5
    
    Under IFRS, the Company uses the projected unit credit method to determine the present value of defined benefit
obligations using the market yields on Government bonds. Under Previous GAAP, the Company used a discount rate
that reflects Government bond yield plus a spread for credit risk. As a result, the carrying value of employee
benefits increased by $393 with a corresponding impact to retained earnings.

The Company has applied the exemption as provided in IFRS 1 with respect to employee benefits and has elected to
recognize all cumulative actuarial gains and losses up to the Transition Date. As a result, under IFRS, the
Company has recognized $425 into retained earnings.
  Page 37 of 59




---



##### 



WNS (HOLDINGS) LIMITED
(Unaudited, amounts in thousands)
 6
    
    The Company grants share options to its employees. These share options
vest in a graded manner over the vesting period. Under IFRS, each
tranche of vesting is treated as a separate award and the stock
compensation expense relating to that tranche is amortized over the
vesting period of the underlying tranche. This results in accelerated
amortization of stock compensation expense in the initial years
following the grant of share options.Previous GAAP permits an entity to recognize the stock compensation
expense, relating to share options which vest in a graded manner on a
straight-line basis over the requisite vesting period for the entire
award. However, the amount of compensation cost recognized at any date
must at least equal the portion of the grant-date value of the award
that is vested at that date. As a result of the change in accounting
treatment under IFRS, share premium is higher by $1,858 on account of
higher stock compensation expense.7
    
    Under the Indian tax laws, FBT was imposed on all stock options
exercised on or after April 1, 2007. Under this legislation, on
exercise of an option or RSUs, employers were responsible for a tax
equal to the intrinsic value at its vesting date multiplied by the
applicable tax rate. The FBT was included as a component of the
exercise price while computing the fair value of the grant. In August
2009, Indian tax laws withdrew the levy of FBT with effect from April
1, 2009. Consequent to this change in legislation, no FBT were
recovered for options and RSUs issued to Indian optionees, resulting
in a reduction in the exercise price of the options and RSUs. Under
Previous GAAP, FBT charge was treated as a modification.Under IFRS, the levy of FBT is accounted as reimbursement under IAS
37. The grant date fair values of options and RSUs computed under the
Previous GAAP have been recomputed to remove the effect of FBT
component included in the exercise price. As a result of the change in
accounting treatment under IFRS, share premium is higher by $782 on
account of higher stock compensation expense.8
    
    Under Previous GAAP, for effective hedges the premium paid for
purchased options were recorded in other components of equity. Under
IFRS, the time value of the options are separated from the option
value and recorded at fair value at each reporting period with the
resultant gains or losses reported in the  statement of income.
Consequently under IFRS, the change in accounting treatment resulted
in an increase to other components of equity by $3,613 (net of tax).9
    
    Under IFRS the redeemable noncontrolling
interest does not exist, since the Company believes that the risk and
reward of the joint venture always vested to the Company.Under IFRS, put option has been classified as
a financial liability and valued based on the probability of weighted assessment
of possible outcome of the various conditions for put option. Further, the exercise
of the put option is not under the control of the Company. Accordingly, under IFRS,
a liability has been recorded based on the obligation existing as at the Transition
Date based on the present value of the put option.Under Previous GAAP, redeemable noncontrolling interest was classified
as temporary equity as the net settlement of the put option and call
option is not possible and hence was not classified as a derivative.
The Company recognized the changes in redemption value of the
redeemable noncontrolling interest at the end of each reporting
period. As a result, under IFRS, the share of losses on redeemable
noncontrolling interest amounting to $53 recorded in other components
of equity has been transferred to retained earnings.10.
    
    Under IFRS, the deferred tax asset on share based compensation is adjusted based on the prevailing share price at each reporting date. Any fluctuation in share price will result in a change in deferred tax. At the time of exercise of options, any excess deferred tax created is recognized as a charge in the statement of income.

Under Previous GAAP, deferred tax asset on share based compensation is calculated at the date of the grant of option. At the time of exercise of option, the shortfall is recorded as a debit to equity to the extent prior excess tax benefits exist.


As a result of the change in accounting treatment under IFRS, the Company has recognized $740 of tax deficiency in statement of income with a corresponding credit to share premium.
  Page 38 of 59




---



##### 



WNS (HOLDINGS) LIMITED
(Unaudited, amounts in thousands)
Reconciliation of profit (loss) for the three months ended June 30, 2010
 Relevant notes
    
    
    Amount as
    
    
    Effect of
    
    
    Amountfor
    
    
    per Previous
    
    
    transition to
    
    
    as per
    
    
    
    
    
    
    Amount asadjustments
    
    
    GAAP
    
    
    IFRS
    
    
    IFRS
    
    
    Reclassification
    
    
    per IFRSRevenue
    
    
    
    
    
    $
    149,964
    
    
    $
    
    
    
    $
    149,964
    
    
    $
    
    
    
    $
    149,964Cost of revenue
    
    
    1,2,3
    
    
    
    123,227
    
    
    
    (487
    )
    
    
    122,740
    
    
    
    
    
    
    
    122,740Gross profit
    
    
    
    
    
    
    26,737
    
    
    
    487
    
    
    
    27,224
    
    
    
    
    
    
    
    27,224Operating expenses:Selling and marketing expenses
    
    
    1,3
    
    
    
    5,164
    
    
    
    (109
    )
    
    
    5,055
    
    
    
    
    
    
    
    5,055General and administrative expenses
    
    
    1,3
    
    
    
    14,416
    
    
    
    (309
    )
    
    
    14,107
    
    
    
    
    
    
    
    14,107Foreign exchange gains
    
    
    7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,034
    )
    
    
    (3,034
    )Amortization of intangible assets
    
    
    
    
    
    
    7,980
    
    
    
    
    
    
    
    7,980
    
    
    
    
    
    
    
    7,980Operating
profit (loss)
    
    
    
    
    
    
    (823
    )
    
    
    905
    
    
    
    82
    
    
    
    3,034
    
    
    
    3,116Other expense (income), net
    
    
    4,7
    
    
    
    2,306
    
    
    
    (664
    )
    
    
    1,642
    
    
    
    (1,817
    )
    
    
    (175
    )Finance expense
    
    
    7
    
    
    
    2,693
    
    
    
    
    
    
    
    2,693
    
    
    
    4,851
    
    
    
    7,544Profit (loss) before income taxes
    
    
    
    
    
    
    (5,822
    )
    
    
    1,569
    
    
    
    (4,253
    )
    
    
    
    
    
    
    (4,253
    )Provision for income taxes
    
    
    5
    
    
    
    497
    
    
    
    1,085
    
    
    
    1,582
    
    
    
    
    
    
    
    1,582Profit (loss) after tax
    
    
    
    
    
    
    (6,319
    )
    
    
    484
    
    
    
    (5,835
    )
    
    
    
    
    
    
    (5,835
    )Redeemable noncontrolling interest
    
    
    6
    
    
    
    (274
    )
    
    
    274
    
    
    
    
    
    
    
    
    
    
    
    Profit (loss)
    
    
    
    
    
    $
    (6,045
    )
    
    $
    210
    
    
    $
    (5,835
    )
    
    $
    
    
    
    $
    (5,835
    )
 Reconciliation of comprehensive income for the three months ended June 30, 2010
 Relevant notes
    
    
    Amount as
    
    
    Effect of
    
    
    Amountfor
    
    
    per Previous
    
    
    transition to
    
    
    as per
    
    
    
    
    
    
    Amount asadjustments
    
    
    GAAP
    
    
    IFRS
    
    
    IFRS
    
    
    Reclassification
    
    
    per IFRSProfit (loss)
    
    
    
    
    
    $
    (6,319
    )
    
    $
    484
    
    
    $
    (5,835
    )
    
    
    
    
    
    $
    (5,835
    )Other comprehensive income for the
period, net of taxesPension adjustment
    
    
    8
    
    
    
    (189
    )
    
    
    202
    
    
    
    13
    
    
    
    
    
    
    
    13Changes in fair value of cash flow hedges
    
    
    9
    
    
    
    (2,707
    )
    
    
    201
    
    
    
    (2,506
    )
    
    
    
    
    
    
    (2,506
    )Foreign currency translation
    
    
    
    
    
    
    (5,403
    )
    
    
    490
    
    
    
    (4,913
    )
    
    
    
    
    
    
    (4,913
    )Total other comprehensive (loss)
income, net of taxes
    
    
    
    
    
    
    (8,299
    )
    
    
    893
    
    
    
    (7,406
    )
    
    
    
    
    
    
    (7,406
    )Less: Comprehensive income attributable
to redeemable noncontrolling interest
    
    
    10
    
    
    
    (342
    )
    
    
    342
    
    
    
    
    
    
    
    
    
    
    
    Total comprehensive (loss) income
    
    
    
    
    
    $
    (14,276
    )
    
    $
    1,035
    
    
    $
    (13,241
    )
    
    
    
    
    
    $
    (13,241
    )
 Notes:
 1
    
    Under IFRS, the Company has applied the exemption as provided in IFRS
1 with respect to deemed cost and measured specific item of property and
equipment, on a selective basis within certain classes of assets, at its fair
value at the Transition Date. Consequent to this, the fair value as of
the Transition Date is taken as their deemed cost for all those
classes of assets where the fair value is lower than the carrying
value. The resultant impact was taken to retained earnings as on the
Transition Date. As a result, under IFRS, the depreciation charge is
lower by $405 in cost of revenue, $58 in selling and marketing
expenses and $4 in general and administrative expenses.2
    
    Under IFRS, the Company uses the projected unit credit method to
determine the present value of defined benefit obligations using the
market yields on Government bonds. Under Previous GAAP, the Company
used a discount rate that reflects Government bond yield plus a spread
for credit risk. As a result of the change in discount rates, under
IFRS, the Company has recognized additional employee benefit expenses
of $12 in cost of revenue.
  Page 39 of 59




---



##### 



WNS (HOLDINGS) LIMITED
(Unaudited, amounts in thousands)
 3
    
    Under IFRS, the Company amortizes stock compensation expense, relating to share options, which vests in a
graded manner on an accelerated basis. Under Previous GAAP, stock compensation expense is recorded on a
straight-line basis. Accordingly, due to a change in expense recognition method under IFRS, the Company has
recognized lower stock compensation expense of $94 in cost of revenue, $51 in selling and marketing
expenses and $305 in general and administrative expenses.4
    
    Under Previous GAAP, for effective hedges, the premium paid for purchased options is recorded in other
comprehensive income. Under IFRS, the time value of the options are separated from the option value and
recorded at fair value at each reporting period with the resultant gains or losses are reported under the
 statement of income. As a result, under IFRS, the Company has recognized foreign exchange gains of $331.Under Previous GAAP, in connection with the refinancing of the long term debt, the debt issue cost for the
new loan pertaining to existing lenders continuing as new lenders
were charged to the statement of income.
Under IFRS, the debt issue costs have been netted off against the long term debt and amortized to
statement of income over the period of the loan. As a result, under IFRS, the Other (income) expenses, net are lower
by $333.5
    
    Certain deferred tax debits
(net) amounting to $1,085 not recognized under Previous GAAP are now recognized
under IFRS due to a difference in accounting treatment on account of:
       6
    
    Under Previous GAAP, redeemable noncontrolling interest was classified as temporary equity as certain
conditions of the put option and call option are not within the control of the Company. Under IFRS, the
shares held by redeemable noncontrolling interest do not meet the conditions for being classified as equity
since the Company has a contractual obligation to deliver cash and hence they have been classified as
financial liability. As a result, under IFRS, the Company bears all the losses attributable to
noncontrolling interest amounting to $274.7
    
    Under IFRS, the Company has reclassified and presented foreign exchange gain as a separate line item under
operating profits. Under Previous GAAP, these transactions were presented under Other (income) expenses,
net. Similarly, under IFRS, the mark to market loss of $4,851 on interest rate swap has been reclassified
into finance expense from Other (income) expense.8
    
    Under Previous GAAP the Company recognizes actuarial gains and losses in other comprehensive income and
subsequently, accumulated gains and losses over and above the 10% corridor are recognized, systematically
over the expected working lives of the employees, as an expense component of net periodic benefit cost.
Under IFRS, the Company has applied the exemption as provided in IFRS 1 with respect to employee benefits
and has elected to recognize all cumulative actuarial gains and losses in other comprehensive income and
subsequently not to recognize the same in statement of income. As a result, under IFRS, the other
comprehensive income with respect to pension adjustment is higher by $202.9
    
    Under Previous GAAP, for effective hedges the premium paid for purchased options were recorded in other
components of equity. Under IFRS, the time value of the options are separated from the option value and
recorded at fair value at each reporting period with the resultant gains or losses reported in the income
statement. As a result, under IFRS, the other comprehensive income with respect to cash flow hedges (net of
tax) is higher by $201.
  Page 40 of 59




---



##### 



WNS (HOLDINGS) LIMITED
(Unaudited, amounts in thousands)
 10
    
    Under IFRS, the shares held by redeemable noncontrolling interest do
not meet the conditions for being classified as equity since the
Company has a contractual obligation to deliver cash and hence they
have been classified as financial liability.Under Previous GAAP, redeemable noncontrolling interest was classified
as temporary equity as certain conditions of the put option and call
option are not within the control of the Company. The Company
recognized the changes in redemption value of the redeemable
noncontrolling interest at the end of each reporting period.Under IFRS, the Company bears all the changes attributable to
redeemable noncontrolling interest. Consequently, the other
comprehensive income with respect to noncontrolling interest is higher
by $342.
  Page 41 of 59




---



##### 



WNS (HOLDINGS) LIMITED
(Unaudited, amounts in thousands)
Reconciliation of profits for the three months ended September 30, 2010
 Relevant notes
    
    
    Amount as per
    
    
    Effect of
    
    
    Amountfor
    
    
    Previous
    
    
    transition to
    
    
    as per
    
    
    
    
    
    
    Amount asadjustments
    
    
    GAAP
    
    
    IFRS
    
    
    IFRS
    
    
    Reclassification
    
    
    per IFRSRevenue
    
    
    
    
    
    $
    154,159
    
    
    $
    
    
    
    $
    154,159
    
    
    $
    
    
    
    $
    154,159Cost of revenue
    
    
    1,2,3,4
    
    
    
    120,990
    
    
    
    (594
    )
    
    
    120,396
    
    
    
    
    
    
    
    120,396Gross profit
    
    
    
    
    
    
    33,169
    
    
    
    594
    
    
    
    33,763
    
    
    
    
    
    
    
    33,763Operating expenses:Selling and marketing expenses
    
    
    1,3
    
    
    
    6,482
    
    
    
    (97
    )
    
    
    6,385
    
    
    
    
    
    
    
    6,385General and administrative expenses
    
    
    1,3
    
    
    
    13,172
    
    
    
    (187
    )
    
    
    12,985
    
    
    
    
    
    
    
    12,985Foreign exchange gains
    
    
    9
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,632
    )
    
    
    (1,632
    )Amortization of intangible assets
    
    
    
    
    
    
    7,922
    
    
    
    
    
    
    
    7,922
    
    
    
    
    
    
    
    7,922Operating profits
    
    
    
    
    
    
    5,593
    
    
    
    878
    
    
    
    6,471
    
    
    
    1,632
    
    
    
    8,103Other (income) expense, net
    
    
    4,6,9
    
    
    
    (1,907
    )
    
    
    (326
    )
    
    
    (2,233
    )
    
    
    2,067
    
    
    
    (166
    )Finance expense
    
    
    5,9
    
    
    
    1,921
    
    
    
    56
    
    
    
    1,977
    
    
    
    (435
    )
    
    
    1,542Profit before income taxes
    
    
    
    
    
    
    5,579
    
    
    
    1,148
    
    
    
    6,727
    
    
    
    
    
    
    
    6,727Provision for income taxes
    
    
    7
    
    
    
    752
    
    
    
    (10
    )
    
    
    742
    
    
    
    
    
    
    
    742Profit after tax
    
    
    
    
    
    
    4,827
    
    
    
    1,158
    
    
    
    5,985
    
    
    
    
    
    
    
    5,985Redeemable noncontrolling interest
    
    
    8
    
    
    
    (94
    )
    
    
    94
    
    
    
    
    
    
    
    
    
    
    
    Profit
    
    
    
    
    
    $
    4,921
    
    
    $
    1,064
    
    
    $
    5,985
    
    
    $
    
    
    
    $
    5,985
 Reconciliation of comprehensive income for the three months ended September 30, 2010
 Relevant notes
    
    
    Amount as per
    
    
    Effect of
    
    
    Amountfor
    
    
    Previous
    
    
    transition to
    
    
    as per
    
    
    
    
    
    
    Amount asadjustments
    
    
    GAAP
    
    
    IFRS
    
    
    IFRS
    
    
    Reclassification
    
    
    per IFRSProfit
    
    
    
    
    
    $
    4,827
    
    
    
    1,158
    
    
    
    5,985
    
    
    $
    
    
    
    $
    5,985Other comprehensive income for the
period, net of taxesPension adjustment
    
    
    10
    
    
    
    81
    
    
    
    (12
    )
    
    
    69
    
    
    
    
    
    
    
    69Changes in fair value of cash flow hedges
    
    
    11
    
    
    
    (2,458
    )
    
    
    (789
    )
    
    
    (3,247
    )
    
    
    
    
    
    
    (3,247
    )Foreign currency translation
    
    
    
    
    
    
    9,915
    
    
    
    (446
    )
    
    
    9,469
    
    
    
    
    
    
    
    9,469Total other comprehensive income
(loss), net of taxes
    
    
    
    
    
    
    7,538
    
    
    
    (1,247
    )
    
    
    6,291
    
    
    
    
    
    
    
    6,291Less: Comprehensive income attributable
to redeemable noncontrolling interest
    
    
    12
    
    
    
    61
    
    
    
    (61
    )
    
    
    
    
    
    
    
    
    
    
    Total comprehensive income
    
    
    
    
    
    $
    12,304
    
    
    
    (28
    )
    
    
    12,276
    
    
    $
    
    
    
    $
    12,276
 Notes:
 1
    
    Under IFRS, the Company has applied the exemption as provided in IFRS 1 with respect to deemed cost and measured
specific item of property and equipment, on a selective basis within
certain classes of assets, at its fair value at the Transition
Date. Consequent to this, the fair value as of the Transition Date is taken as their deemed cost for all those classes
of assets where the fair value is lower than the carrying value. The resultant impact was taken to retained earnings as
on the Transition Date. As a result, under IFRS, the depreciation charge is lower by $400 in cost of revenue, $51 in
selling and marketing expenses and $3 in general and administrative expenses.2
    
    Under IFRS, the Company uses the projected unit credit method to determine the present value of defined benefit
obligations using the market yields on Government bonds. Under Previous GAAP, the Company used a discount rate that
reflects Government bond yield plus a spread for credit risk. As a result of the change in discount rates, under IFRS,
the employee benefit expenses have reduced by $14 in cost of revenue.
  Page 42 of 59




---



##### 



WNS (HOLDINGS) LIMITED
(Unaudited, amounts in thousands)
 3
    
    Under IFRS, the Company amortizes stock compensation expense, relating to share options, which vest in a graded manner
on an accelerated basis. Under Previous GAAP, stock compensation expense is recorded on a straight-line basis.
Accordingly, due to a change in expense recognition method under IFRS, the Company has recognized lower stock
compensation expense of $183 in cost of revenue, $46 in selling and marketing expenses and $184 in general and
administrative expenses.4
    
    Under IFRS, the Company has recorded at fair value lease deposits and the resultant difference between the amount paid
and fair value is recognized as prepaid rent. As a result of fair valuation, under IFRS, the cost of revenue has
increased by $3 on account of the amortization of deferred rent cost on a straight line basis and recorded interest
income of $2 based on the effective interest rate method.5
    
    Under Previous GAAP, in connection with the refinancing of the long term debt, the debt issue cost for the new loan
pertaining to existing lenders continuing as new lenders were charged
to the statement of income. Under IFRS, the debt
issue costs have been netted off against the long term debt and
amortized to statement of income over the period of the
loan. As a result, under IFRS, the expenses are higher on account of debt issue cost amortization by $56.6
    
    Under Previous GAAP, for effective hedges, the premium paid for purchased options is recorded in other comprehensive
income. Under IFRS, the time value of the options are separated from the option value and recorded at fair value at
each reporting period and the resultant gains or losses are reported
under the statement of income. As a result, under
IFRS, the Company has recognized foreign exchange gains of $305.Under Previous GAAP, in connection with the refinancing of the long term debt, the debt issuance cost for the new loan
pertaining to existing lenders continuing as new lenders were charged
to the statement of income. Under IFRS, the debt
issue costs have been netted off against the long term debt. As a result, under IFRS, the Other (income) expense, net
is lower by $42.The Company recorded revaluation loss on account of payout made in respect of contingent consideration amounting to $23.7
    
    Certain deferred tax credits (net) amounting to $10 not recognized under Previous GAAP are now recognized under IFRS
due to a difference in accounting treatment on account of:
     8
    
    Under Previous GAAP, redeemable noncontrolling interest was classified as temporary equity as certain conditions of the
put option and call option are not within the control of the Company. Under IFRS, the shares held by redeemable
noncontrolling interest do not meet the conditions for being classified as equity since the Company has a contractual
obligation to deliver cash and hence they have been classified as financial liability. As a result, under IFRS, the
Company bears all the losses attributable to noncontrolling interest amounting to $94.9
    
    Under IFRS, the Company has reclassified and presented foreign exchange gain as a separate line item under operating
profits. Under Previous GAAP, these transactions were presented under Other (income) expenses, net. Similarly, under
IFRS, the mark to market gain of $435 on interest rate swap has been reclassified into finance expense from Other
(income) expense, net.10
    
    Under Previous GAAP the Company recognizes actuarial gains and losses in other comprehensive income and subsequently,
accumulated gains and losses over and above the 10% corridor are recognized, systematically over the expected working
lives of the employees, as an expense component of net periodic benefit cost. Under IFRS, the Company has applied the
exemption as provided in IFRS 1 with respect to employee benefits and has elected to recognize all cumulative actuarial
gains and losses in other comprehensive income and subsequently not
to recognize the same in  statement of income. As a
result, under IFRS, the other comprehensive income with respect to pension adjustment is lower by $12.
  Page 43 of 59




---



##### 



WNS (HOLDINGS) LIMITED
(Unaudited, amounts in thousands)
 11
    
    Under Previous GAAP, for effective hedges the premium paid for
purchased options were recorded in other components of equity. Under
IFRS, the time value of the options are separated from the option
value and recorded at fair value at each reporting period with the
resultant gains or losses reported in the  statement of income. As a
result, under IFRS, the other comprehensive income with respect to
cash flow hedges (net of tax) is lower by $789.12
    
    Under IFRS, the shares held by redeemable noncontrolling interest do
not meet the conditions for being classified as equity since the
Company has a contractual obligation to deliver cash and hence they
have been classified as financial liability.Under Previous GAAP, redeemable noncontrolling interest was classified
as temporary equity as certain conditions of the put option and call
option are not within the control of the Company. The Company
recognized the changes in redemption value of the redeemable
noncontrolling interest at the end of each reporting period.Under IFRS, the Company bears all the changes attributable to
redeemable noncontrolling interest. Consequently, the other
comprehensive income with respect to noncontrolling interest is lower
by $61.
  Page 44 of 59




---



##### 



WNS (HOLDINGS) LIMITED
(Unaudited, amounts in thousands)
Reconciliation of profits for the three months ended December 31, 2010
 Relevant notes
    
    
    Amount as
    
    
    Effect of
    
    
    Amountfor
    
    
    per Previous
    
    
    transition to
    
    
    as per
    
    
    
    
    
    
    Amount asadjustments
    
    
    GAAP
    
    
    IFRS
    
    
    IFRS
    
    
    Reclassification
    
    
    per IFRSRevenue
    
    
    
    
    
    $
    152,651
    
    
    $
    
    
    
    $
    152,651
    
    
    $
    
    
    
    $
    152,651Cost of revenue
    
    
    1,2,3,4
    
    
    
    121,520
    
    
    
    (420
    )
    
    
    121,100
    
    
    
    
    
    
    
    121,100Gross profit
    
    
    
    
    
    
    31,131
    
    
    
    420
    
    
    
    31,551
    
    
    
    
    
    
    
    31,551Operating expenses:Selling and marketing expenses
    
    
    1,3
    
    
    
    6,203
    
    
    
    (72
    )
    
    
    6,131
    
    
    
    
    
    
    
    6,131General and administrative expenses
    
    
    1,3
    
    
    
    13,999
    
    
    
    5
    
    
    
    14,004
    
    
    
    
    
    
    
    14,004Foreign exchange gains
    
    
    9
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,173
    )
    
    
    (6,173
    )Amortization of intangible assets
    
    
    
    
    
    
    7,951
    
    
    
    
    
    
    
    7,951
    
    
    
    
    
    
    
    7,951Operating profit
    
    
    
    
    
    
    2,978
    
    
    
    487
    
    
    
    3,465
    
    
    
    6,173
    
    
    
    9,638Other (income) expense, net
    
    
    4,6,9
    
    
    
    (5,061
    )
    
    
    (2,088
    )
    
    
    (7,149
    )
    
    
    6,877
    
    
    
    (272
    )Finance expense
    
    
    5,9
    
    
    
    1,825
    
    
    
    59
    
    
    
    1,884
    
    
    
    (704
    )
    
    
    1,180Profit before income taxes
    
    
    
    
    
    
    6,214
    
    
    
    2,516
    
    
    
    8,730
    
    
    
    
    
    
    
    8,730Provision for income taxes
    
    
    7
    
    
    
    547
    
    
    
    (781
    )
    
    
    (234
    )
    
    
    
    
    
    
    (234
    )Profit after tax
    
    
    
    
    
    
    5,667
    
    
    
    3,297
    
    
    
    8,964
    
    
    
    
    
    
    
    8,964Redeemable noncontrolling interest
    
    
    8
    
    
    
    (121
    )
    
    
    121
    
    
    
    
    
    
    
    
    
    
    
    Profit
    
    
    
    
    
    $
    5,788
    
    
    $
    3,176
    
    
    $
    8,964
    
    
    $
    
    
    
    $
    8,964
 Reconciliation of comprehensive income for the three months ended December 31, 2010
 Relevant notes
    
    
    Amount as
    
    
    Effect of
    
    
    Amountfor
    
    
    per Previous
    
    
    transition to
    
    
    as per
    
    
    
    
    
    
    Amount asadjustments
    
    
    GAAP
    
    
    IFRS
    
    
    IFRS
    
    
    Reclassification
    
    
    per IFRSProfit
    
    
    
    
    
    $
    5,667
    
    
    
    3,297
    
    
    
    8,964
    
    
    
    
    
    
    $
    8,964Other comprehensive income for the
period, net of taxesPension adjustment
    
    
    10
    
    
    
    468
    
    
    
    (96
    )
    
    
    372
    
    
    
    
    
    
    
    372Changes in fair value of cash flow hedges
    
    
    11
    
    
    
    1,186
    
    
    
    (2,677
    )
    
    
    (1,491
    )
    
    
    
    
    
    
    (1,491
    )Foreign currency translation
    
    
    
    
    
    
    (869
    )
    
    
    66
    
    
    
    (803
    )
    
    
    
    
    
    
    (803
    )Total other comprehensive income
(loss), net of taxes
    
    
    
    
    
    
    785
    
    
    
    (2,707
    )
    
    
    (1,922
    )
    
    
    
    
    
    
    (1,922
    )Less: Comprehensive income attributable
to redeemable noncontrolling interest
    
    
    12
    
    
    
    (105
    )
    
    
    105
    
    
    
    
    
    
    
    
    
    
    
    Total comprehensive income
    
    
    
    
    
    $
    6,557
    
    
    
    485
    
    
    
    7,042
    
    
    
    
    
    
    $
    7,042
 Notes :
 1
    
    Under IFRS, the Company has applied the exemption as provided in IFRS
1 with respect to deemed cost and measured specific item of property and
equipment, on a selective basis within certain classes of assets, at its fair
value at the Transition Date. Consequent to this, the fair value as of
the Transition Date is taken as their deemed cost for all those
classes of assets where the fair value is lower than the carrying
value. The resultant impact was taken to retained earnings as on the
Transition Date. As a result, under IFRS, the depreciation charge is
lower by $394 in cost of revenue, $50 in selling and marketing
expenses and $3 in general and administrative expenses.2
    
    Under IFRS, the Company uses the projected unit credit method to
determine the present value of defined benefit obligations using the
market yields on Government bonds. Under Previous GAAP, the Company
used a discount rate that reflects Government bond yield plus a spread
for credit risk. As a result of the change in discount rates, under
IFRS, the employee benefit expenses have reduced by $15 in cost of
revenue.
  Page 45 of 59




---



##### 



WNS (HOLDINGS) LIMITED
(Unaudited, amounts in thousands)
 3
    
    Under IFRS, the Company amortizes stock compensation expense, relating to share options, which vest in a graded manner
on an accelerated basis. Under Previous GAAP, stock compensation expense is recorded on a straight-line basis.
Accordingly, due to the change in expense recognition method under IFRS, the Company has recognized a lower stock
compensation expense of $26 in cost of revenue and $22 in selling and marketing expenses and higher stock compensation
of $8 in general and administrative expenses.4
    
    Under IFRS, the Company has recorded at fair value lease deposits and the resultant difference between the amount paid
and fair value is recognized as prepaid rent. As a result of fair valuation, under IFRS, the cost of revenue has
increased by $15 on account of the amortization of deferred rent cost on a straight line basis and recorded interest
income of $10 based on the effective interest rate method.5
    
    Under Previous GAAP, in connection with the refinancing of the long term debt, the debt issue cost for the new loan
pertaining to existing lenders continuing as new lenders were charged
to the statement of income. Under IFRS, the debt
issue costs have been netted off against the long term debt and
amortized to statement of income over the period of the
loan. As a result, under IFRS, the expenses are higher on account of debt issue cost amortization by $59.6
    
    Under Previous GAAP, for effective hedges, the premium paid for purchased options is recorded in other comprehensive
income. Under IFRS, the time value of the options are separated from the option value and recorded at fair value at
each reporting period and the resultant gains or losses reported
under the statement of income. As a result, under IFRS,
the Company has recognized foreign exchange gains of $2,078.7
    
    Certain deferred tax debits
(net) amounting to $781 not recognized under Previous GAAP are now recognized under IFRS
due to a difference in accounting treatment on account of:
     8
    
    Under Previous GAAP, redeemable noncontrolling interest was classified as temporary equity as certain conditions of the
put option and call option are not within the control of the Company. Under IFRS, the shares held by redeemable
noncontrolling interest do not meet the conditions for being classified as equity since the Company has a contractual
obligation to deliver cash and hence they have been classified as financial liability. As a result, under IFRS, the
Company bears all the losses attributable to noncontrolling interest amounting to $121.9
    
    Under IFRS, the Company has reclassified and presented foreign exchange gain as a separate line item under operating
profits. Under Previous GAAP, these transactions were presented under Other (income) expenses, net. Similarly, under
IFRS, the mark to market gain of $704 on interest rate swap has been reclassified into finance expense from Other
(income) expense.10
    
    Under Previous GAAP the Company recognizes actuarial gains and losses in other comprehensive income and subsequently,
accumulated gains and losses over and above the 10% corridor are recognized, systematically over the expected working
lives of the employees, as an expense component of net periodic benefit cost. Under IFRS, the Company has applied the
exemption as provided in IFRS 1 with respect to employee benefits and has elected to recognize all cumulative actuarial
gains and losses in other comprehensive income and subsequently not
to recognize the same in statement of income. As a
result, under IFRS, the other comprehensive income with respect to pension adjustment is lower by $96.11
    
    Under Previous GAAP, for effective hedges the premium paid for purchased options were recorded in other components of
equity. Under IFRS, the time value of the options are separated from the option value and recorded at fair value at
each reporting period with the resultant gains or losses are reported
in the statement of income. As a result, under IFRS,
the other comprehensive income with respect to cash flow hedges (net of tax) is lower by $2,677.
  Page 46 of 59




---



##### 



WNS (HOLDINGS) LIMITED
(Unaudited, amounts in thousands)
 12
    
    Under IFRS, the shares held by redeemable noncontrolling interest do
not meet the conditions for being classified as equity since the
Company has a contractual obligation to deliver cash and hence they
have been classified as financial liability.Under Previous GAAP, redeemable noncontrolling interest was classified
as temporary equity as certain conditions of the put option and call
option are not within the control of the Company. The Company
recognized the changes in redemption value of the redeemable
noncontrolling interest at the end of each reporting period.Under IFRS, the Company bears all the changes attributable to
redeemable noncontrolling interest. Consequently, the other
comprehensive income with respect to noncontrolling interest is lower
by $105.
  Page 47 of 59




---



##### 



WNS (HOLDINGS) LIMITED
(Unaudited, amounts in thousands)
Reconciliation of profit for the three months ended March 31, 2011
 Relevant
    
    
    Amount as
    
    
    Effect of
    
    
    Amountnotes for
    
    
    per Previous
    
    
    transition
    
    
    as per
    
    
    
    
    
    
    Amount as peradjustments
    
    
    GAAP
    
    
    to IFRS
    
    
    IFRS
    
    
    Reclassification
    
    
    IFRSRevenue
    
    
    
    
    
    $
    159,477
    
    
    $
    
    
    
    $
    159,477
    
    
    $
    
    
    
    $
    159,477Cost of revenue
    
    
    1,2,3,4
    
    
    
    126,110
    
    
    
    (325
    )
    
    
    125,785
    
    
    
    
    
    
    
    125,785Gross profit
    
    
    
    
    
    
    33,367
    
    
    
    325
    
    
    
    33,692
    
    
    
    
    
    
    
    33,692Operating expenses:Selling and marketing expenses
    
    
    1,3
    
    
    
    5,938
    
    
    
    (55
    )
    
    
    5,883
    
    
    
    
    
    
    
    5,883General and administrative expenses
    
    
    1,3
    
    
    
    15,168
    
    
    
    99
    
    
    
    15,267
    
    
    
    
    
    
    
    15,267Foreign exchange gain
    
    
    9
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,284
    )
    
    
    (4,284
    )Amortization of intangible assets
    
    
    
    
    
    
    7,957
    
    
    
    
    
    
    
    7,957
    
    
    
    
    
    
    
    7,957Operating profits
    
    
    
    
    
    
    4,304
    
    
    
    281
    
    
    
    4,585
    
    
    
    4,284
    
    
    
    8,869Other (income) expense, net
    
    
    4,6,9
    
    
    
    (1,444
    )
    
    
    (3,836
    )
    
    
    (5,280
    )
    
    
    4,768
    
    
    
    (512
    )Finance expense
    
    
    5,9
    
    
    
    1,580
    
    
    
    84
    
    
    
    1,664
    
    
    
    (484
    )
    
    
    1,180Profit before income taxes
    
    
    
    
    
    
    4,168
    
    
    
    4,033
    
    
    
    8,201
    
    
    
    
    
    
    
    8,201(Benefit) from income taxes
    
    
    7
    
    
    
    (744
    )
    
    
    145
    
    
    
    (598
    )
    
    
    
    
    
    
    (598
    )Profit after tax
    
    
    
    
    
    
    4,912
    
    
    
    3,888
    
    
    
    8,799
    
    
    
    
    
    
    
    8,799Redeemable noncontrolling interest
    
    
    8
    
    
    
    (241
    )
    
    
    241
    
    
    
    
    
    
    
    
    
    
    
    Profit
    
    
    
    
    
    $
    5,153
    
    
    $
    3,647
    
    
    $
    8,799
    
    
    $
    
    
    
    $
    8,799
 Reconciliation of comprehensive income for the three months ended March 31, 2011
 Relevant
    
    
    Amount as
    
    
    Effect of
    
    
    Amountnotes for
    
    
    per Previous
    
    
    transition
    
    
    as per
    
    
    
    
    
    
    Amount asadjustments
    
    
    GAAP
    
    
    to IFRS
    
    
    IFRS
    
    
    Reclassification
    
    
    per IFRSProfit
    
    
    
    
    
    $
    4,912
    
    
    $
    3,888
    
    
    $
    8,799
    
    
    
    
    
    
    $
    8,799Other comprehensive income for the
period, net of taxesPension adjustment
    
    
    10
    
    
    
    428
    
    
    
    (185
    )
    
    
    243
    
    
    
    
    
    
    
    243Changes in fair value of cash flow hedges
    
    
    11
    
    
    
    (727
    )
    
    
    (4,001
    )
    
    
    (4,728
    )
    
    
    
    
    
    
    (4,728
    )Foreign currency translation
    
    
    
    
    
    
    3,900
    
    
    
    (348
    )
    
    
    3,552
    
    
    
    
    
    
    
    3,552Total other comprehensive income
(loss), net of taxes
    
    
    
    
    
    
    3,601
    
    
    
    (4,534
    )
    
    
    (933
    )
    
    
    
    
    
    
    (933
    )Less: Comprehensive income attributable
to redeemable noncontrolling interest
    
    
    12
    
    
    
    (247
    )
    
    
    247
    
    
    
    
    
    
    
    
    
    
    
    Total comprehensive income (loss)
    
    
    
    
    
    $
    8,760
    
    
    $
    (646
    )
    
    $
    7,867
    
    
    $
    
    
    
    $
    7,867
 Notes :
 1
    
    Under IFRS, the Company has
applied the exemption as provided in IFRS 1 with respect to deemed
cost and measured specific item of property
and equipment, on a selective basis within certain classes of assets, at its fair value at the Transition Date. Consequent to this, the fair
value as of the Transition Date is taken as their deemed cost for all those classes of assets where the fair value is lower than the
carrying value. As a result, under IFRS, the depreciation charge is
lower by $323 in cost of revenue, $47 in selling and marketing
expenses and $3 in general and administrative expenses.2
    
    Under IFRS, the Company uses the projected unit credit method to determine the present value of defined benefit obligations using the
market yields on Government bonds. Under Previous GAAP, the Company used a discount rate that reflects Government bond yield plus a
spread for credit risk. As a result of the change in discount rates,
under IFRS, the employee benefit expense has reduced by $32 in cost
of revenue.
  Page 48 of 59




---



##### 



WNS (HOLDINGS) LIMITED
(Unaudited, amounts in thousands)
 3
    
    Under IFRS, the Company amortizes stock compensation expense, relating to share options which vest in a graded
manner on an accelerated basis. Under Previous GAAP, stock compensation expense is recorded on a straight-line
basis. Accordingly, due to the change in expense recognition method under IFRS, the Company has recognized a
higher stock compensation expense of $17 in cost of revenue and of
$100 in general and administrative expenses
and lower stock compensation expense of $8 in selling and marketing expenses.4
    
    Under IFRS, the Company has recorded at fair value deposits and the resultant difference between the amount
paid and fair value is recognized as prepaid rent. As a result of the fair valuation, under IFRS, the cost of
revenue has increased by $15 on account of the amortization of deferred rent cost on a straight line basis and
recorded interest income $10 based on the effective interest rate method.5
    
    Under Previous GAAP, in connection with the refinancing of the long term debt, the debt issue cost for the new
loan pertaining to existing lenders continuing as new lenders were
charged to the statement of income. Under IFRS,
the debt issue costs have been netted off against the long term debt
and amortized to statement of income over the
period of the loan. As a result, under IFRS, the expenses are higher on account of debt issue cost amortization
by $84.6
    
    Under Previous GAAP, for effective hedges, the premium paid for purchased options is recorded in  other
comprehensive income. Under IFRS, the time value of the options are separated from the option value and
recorded at fair value at each reporting period and the resultant gains or losses reported under the
statement of income. As a result, under IFRS, the Company has
recognized foreign exchange gains of $3,782.Under Previous GAAP, in connection with the refinancing of the long term debt, the debt issuance cost for the
new loan pertaining to existing lenders continuing as new lenders
were charged to the statement of income. Under
IFRS, the debt issue costs have been netted off against the long term debt. As a result, under IFRS, the Other
(income) expense, net is lower by $43.7
    
    Certain deferred tax debits
(net) amounting to $145 not recognized under Previous GAAP are now recognized under
IFRS due to a difference in accounting treatment on account of:
        8
    
    Under Previous GAAP, redeemable noncontrolling interest was classified as temporary equity as certain
conditions of the put option and call option are not within the control of the Company. Under IFRS, the shares
held by redeemable noncontrolling interest do not meet the conditions for being classified as equity since the
Company has a contractual obligation to deliver cash and hence they have been classified as financial
liability. As a result, under IFRS, the Company bears all the losses attributable to noncontrolling interest
amounting to $241.9
    
    Under IFRS, the Company has reclassified and presented foreign exchange gain as a separate line item under
operating profits. Under Previous GAAP, these transactions were presented under Other (income) expenses, net.
Similarly, under IFRS, the mark to market loss of $484 on interest rate swap has been reclassified into finance
expense from Other (income) expense.10
    
    Under Previous GAAP the Company recognizes actuarial gains and losses in other comprehensive income and
subsequently, accumulated gains and losses over and above the 10% corridor are recognized, systematically over
the expected working lives of the employees, as an expense component of net periodic benefit cost. Under IFRS,
the Company has applied the exemption as provided in IFRS 1 with respect to employee benefits and has elected
to recognize all cumulative actuarial gains and losses in other comprehensive income and subsequently not to
recognize the same in  statement of income. As a result, under IFRS, the other comprehensive income with respect to
pension adjustment is lower by $185.
  Page 49 of 59




---



##### 



WNS (HOLDINGS) LIMITED
(Unaudited, amounts in thousands)
 11
    
    Under Previous GAAP, for effective hedges the premium paid for
purchased options were recorded in other components of equity. Under
IFRS, the time value of the options are separated from the option
value and recorded at fair value at each reporting period with the
resultant gains or losses are reported in the statement of income. As a
result, under IFRS, the other comprehensive income with respect to
cash flow hedges (net of tax) is lower by $4,001.12
    
    Under IFRS, the shares held by redeemable noncontrolling interest do
not meet the conditions for being classified as equity since the
Company has a contractual obligation to deliver cash and hence they
have been classified as financial liability.Under Previous GAAP, redeemable noncontrolling interest was classified
as temporary equity as certain conditions of the put option and call
option are not within the control of the Company. The Company
recognized the changes in redemption value of the redeemable
noncontrolling interest at the end of each reporting period.Under IFRS, the Company bears all the changes attributable to
redeemable noncontrolling interest. Consequently, the other
comprehensive income with respect to noncontrolling interest is lower
by $247.
  Page 50 of 59




---



##### 



WNS (HOLDINGS) LIMITED
(Unaudited, amounts in thousands)
Reconciliation of profits for the year ended March 31, 2011
 Amount asRelevant
    
    
    per
    
    
    Effect of
    
    
    Amountnotes for
    
    
    Previous
    
    
    transition to
    
    
    as per
    
    
    
    
    
    
    Amount asadjustments
    
    
    GAAP
    
    
    IFRS
    
    
    IFRS
    
    
    Reclassification
    
    
    per IFRSRevenue
    
    
    
    
    
    $
    616,251
    
    
    $
    
    
    
    $
    616,251
    
    
    $
    
    
    
    $
    616,251Cost of revenue
    
    
    1,2,3,4
    
    
    
    491,847
    
    
    
    (1,826
    )
    
    
    490,021
    
    
    
    
    
    
    
    490,021Gross profit
    
    
    
    
    
    
    124,404
    
    
    
    1,826
    
    
    
    126,230
    
    
    
    
    
    
    
    126,230Operating expenses:Selling and marketing expenses
    
    
    1,3
    
    
    
    23,787
    
    
    
    (333
    )
    
    
    23,454
    
    
    
    
    
    
    
    23,454General and administrative expenses
    
    
    1,3
    
    
    
    88,566
    
    
    
    (393
    )
    
    
    88,173
    
    
    
    
    
    
    
    88,173Foreign exchange gain
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15,123
    )
    
    
    (15,123
    )Operating profits
    
    
    
    
    
    
    12,051
    
    
    
    2,552
    
    
    
    14,603
    
    
    
    15,123
    
    
    
    29,726Other (income) expense, net
    
    
    4,6,9
    
    
    
    (6,106
    )
    
    
    (6,914
    )
    
    
    (13,020
    )
    
    
    11,895
    
    
    
    (1,125
    )Finance expense
    
    
    5
    
    
    
    8,018
    
    
    
    200
    
    
    
    8,218
    
    
    
    3,228
    
    
    
    11,446Profit before income taxes
    
    
    
    
    
    
    10,139
    
    
    
    9,266
    
    
    
    19,405
    
    
    
    
    
    
    
    19,405Provision for income taxes
    
    
    7
    
    
    
    1,052
    
    
    
    440
    
    
    
    1,492
    
    
    
    
    
    
    
    1,492Profit after tax
    
    
    
    
    
    
    9,087
    
    
    
    8,826
    
    
    
    17,913
    
    
    
    
    
    
    
    17,913Redeemable noncontrolling interest
    
    
    8
    
    
    
    (730
    )
    
    
    730
    
    
    
    
    
    
    
    
    
    
    
    Profit
    
    
    
    
    
    $
    9,817
    
    
    $
    8,096
    
    
    $
    17,913
    
    
    $
    
    
    
    $
    17,913
 Reconciliation of comprehensive income for the year ended March 31, 2011
 Relevant
    
    
    Amount as
    
    
    Effect of
    
    
    Amountnotes for
    
    
    per Previous
    
    
    transition to
    
    
    as per
    
    
    
    
    
    
    Amount asadjustments
    
    
    GAAP
    
    
    IFRS
    
    
    IFRS
    
    
    Reclassification
    
    
    per IFRSProfit
    
    
    
    
    
    $
    9,087
    
    
    $
    8,826
    
    
    $
    17,913
    
    
    
    
    
    
    $
    17,913Other comprehensive income for the
period, net of taxesPension adjustment
    
    
    10
    
    
    
    788
    
    
    
    (91
    )
    
    
    697
    
    
    
    
    
    
    
    697Changes in fair value of cash flow hedges
    
    
    11
    
    
    
    (4,707
    )
    
    
    (7,265
    )
    
    
    (11,972
    )
    
    
    
    
    
    
    (11,972
    )Foreign currency translation
    
    
    
    
    
    
    7,544
    
    
    
    (239
    )
    
    
    7,305
    
    
    
    
    
    
    
    7,305Total other comprehensive income
(loss), net of taxes
    
    
    
    
    
    
    3,625
    
    
    
    (7,595
    )
    
    
    (3,970
    )
    
    
    
    
    
    
    (3,970
    )Less: Comprehensive income attributable
to redeemable noncontrolling interest
    
    
    12
    
    
    
    (633
    )
    
    
    633
    
    
    
    
    
    
    
    
    
    
    
    Total comprehensive income
    
    
    
    
    
    $
    13,345
    
    
    $
    1,231
    
    
    $
    13,943
    
    
    $
    
    
    
    $
    13,943
 Notes:
 1
    
    Under IFRS, the Company has applied the exemption as provided in IFRS
1 with respect to deemed cost and measured specific item of property and
equipment, on a selective basis within certain classes of assets, at its fair
value at the Transition Date. Consequent to this, the fair value as of
the Transition Date is taken as their deemed cost for all those
classes of assets where the fair value is lower than the carrying
value. As a result, under IFRS, the depreciation charge is lower by
$1,521 in cost of revenue, $205 in selling and marketing expenses and
$12 in general and administrative expenses.2
    
    Under IFRS, the Company uses the projected unit credit method to
determine the present value of defined benefit obligations using the
market yields on Government bonds. Under Previous GAAP, the Company
used a discount rate that reflects Government bond yield plus a spread
for credit risk. As a result of the change in discount rates, under
IFRS, the employee benefit expense has reduced by $49 in cost of
revenue.
  Page 51 of 59




---



##### 



WNS (HOLDINGS) LIMITED
(Unaudited, amounts in thousands)
 3
    
    Under IFRS, the Company amortizes stock compensation expense, relating to share options which vest in a graded manner
on an accelerated basis. Under Previous GAAP, stock compensation expense is recorded on a straight-line basis.
Accordingly, due to the change in expense recognition method under IFRS, the Company has recognized lower stock
compensation expense of $286 in cost of revenue, $128 in selling and marketing expenses and $381 in general and
administrative expenses.4
    
    Under IFRS, the Company has recorded at fair value lease deposits and the resultant difference between the amount paid
and fair value is recognized as prepaid rent difference. As a result of the fair valuation, under IFRS, the cost of
revenue has increased by $34 on account of the amortization of deferred rent cost on a straight line basis and recorded
interest income $25 based on the effective interest rate method.5
    
    Under Previous GAAP, in connection with the refinancing of the long term debt, the debt issue cost for the new loan
pertaining to existing lenders continuing as new lenders were charged
to the  statement of income. Under IFRS, the debt
issue costs have been netted off against the long term debt and amortized to income statement over the period of the
loan. As a result, under IFRS, the expenses are higher on account of debt issue cost amortization by $200.6
    
    Under Previous GAAP, for effective hedges, the premium paid for purchased options is recorded in other comprehensive
income. Under IFRS, the time value of the options are separated from the option value and recorded at fair value at
each reporting period and the resultant gains or losses are reported
under the  statement of income. As a result, under
IFRS, the Company has recognized foreign exchange gains of $6,496.Under Previous GAAP, in connection with the refinancing of the long term debt, the debt issuance cost for the new loan
pertaining to existing lenders continuing as new lenders were charged
to the  statement of income. Under IFRS, the debt
issue cost has been netted off against the long term debt. As a result, under IFRS, the Other (Income) expenses are
lower by $419.The Company recorded revaluation loss on account of payout made in respect of contingent consideration amounting to $23.7
    
    Certain deferred tax debit
(net) amounting to $739 not recognized under Previous GAAP are now recognized under IFRS
due to a difference in accounting treatment on account of:
       8
    
    Under Previous GAAP, redeemable noncontrolling interest was classified as temporary equity as certain conditions of the
put option and call option are not within the control of the Company. Under IFRS, the shares held by redeemable
noncontrolling interest do not meet the conditions for being classified as equity since the Company has a contractual
obligation to deliver cash and hence they have been classified as financial liability. As a result, under IFRS, the
Company bears all the losses attributable to noncontrolling interest amounting to $730.9
    
    Under IFRS, the Company has reclassified and presented foreign exchange (gain)/losses as a separate line item under
Operating Profits. Under Previous GAAP, these transactions were presented under Other (Income) Expenses, net.
Similarly, under IFRS, the mark to market loss of $3,228 on interest rate swap has been reclassified into finance
expense from Other (income) expense.
  Page 52 of 59




---



##### 



WNS (HOLDINGS) LIMITED
(Unaudited, amounts in thousands)
 10
    
    Under Previous GAAP the Company recognizes actuarial gains and losses
in other comprehensive income and subsequently, accumulated gains and
losses over and above the 10% corridor are recognized, systematically
over the expected working lives of the employees, as an expense
component of net periodic benefit cost. Under IFRS, the Company has
applied the exemption as provided in IFRS 1 with respect to employee
benefits and has elected to recognize all cumulative actuarial gains
and losses in other comprehensive income and subsequently not to
recognize the same in  statement of income. As a result, under IFRS, the
other comprehensive income with respect to pension adjustment is lower
by $91.11
    
    Under Previous GAAP, for effective hedges the premium paid for
purchased options were recorded in other components of equity. Under
IFRS, the time value of the options are separated from the option
value and recorded at fair value at each reporting period with the
resultant gains or losses reported in the  statement of income. As a
result, under IFRS, the other comprehensive income with respect to
cash flow hedges (net of tax) is lower by $7,265.12
    
    Under IFRS, the shares held by redeemable noncontrolling interest do
not meet the conditions for being classified as equity since the
Company has a contractual obligation to deliver cash and hence they
have been classified as financial liability.Under Previous GAAP, redeemable noncontrolling interest was classified
as temporary equity as certain conditions of the put option and call
option are not within the control of the Company. The Company
recognized the changes in redemption value of the redeemable
noncontrolling interest at the end of each reporting period.Under IFRS, the Company bears all the changes attributable to
redeemable noncontrolling interest. Consequently, the other
comprehensive income with respect to noncontrolling interest is higher
by $633.
  Page 53 of 59




---



##### 



WNS (HOLDINGS) LIMITED
(Unaudited, amounts in thousands)
 Operating segments
 Operating
segments
    Page 54 of 59




---



##### 



WNS (HOLDINGS) LIMITED
(Unaudited, amounts in thousands)
 Three months ended June 30, 2010WNS
    
    
    WNS Auto
    
    
    InterGlobal BPO
    
    
    Claims BPO
    
    

segments*
    
    
    TotalRevenue from external customers
    
    $
    80,005
    
    
    $
    69,959
    
    
    $
    
    
    
    $
    149,964Segment revenue
    
    $
    80,208
    
    
    $
    69,959
    
    
    $
    (203
    )
    
    $
    149,964Payments to repair centers
    
    
    
    
    
    
    60,656
    
    
    
    
    
    
    
    60,656Revenue less repair payments
    
    
    80,208
    
    
    
    9,303
    
    
    
    (203
    )
    
    
    89,308Depreciation
    
    
    4,613
    
    
    
    265
    
    
    
    
    
    
    
    4,878Other costs
    
    
    66,858
    
    
    
    6,636
    
    
    
    (203
    )
    
    
    73,291Segment
operating profit
    
    
    8,737
    
    
    
    2,402
    
    
    
    
    
    
    
    11,139Other income, net
    
    
    (59
    )
    
    
    (116
    )
    
    
    
    
    
    
    (175
    )Finance expense
    
    
    7,544
    
    
    
    
    
    
    
    
    
    
    
    7,544Segment profit before income taxes
    
    
    1,252
    
    
    
    2,518
    
    
    
    
    
    
    
    3,770Provision for income taxes
    
    
    1,120
    
    
    
    462
    
    
    
    
    
    
    
    1,582Segment profit
    
    
    132
    
    
    
    2,056
    
    
    
    
    
    
    
    2,188Amortization of intangible assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,980Share based compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    43Loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,835
    )Addition to non-current assets
    
    $
    2,210
    
    
    $
    540
    
    
    $
    
    
    
    $
    2,750Total assets, net of elimination
    
    
    424,762
    
    
    
    107,476
    
    
    
    
    
    
    
    532,238Total liabilities, net of elimination
    
    $
    246,000
    
    
    $
    51,897
    
    
    $
    
    
    
    $
    297,897
 *
    
    Transactions between inter segment represent invoices raised by WNS Global BPO on WNS Auto Claims
BPO on an arms length basis for business process outsourcing services rendered by the former to
latter.
  External Revenue
 June 30,2010UK
    
    $
    89,987North America
    
    
    35,037Europe (excluding UK)
    
    
    23,508Rest of the World
    
    
    1,432Total
    
    $
    149,964
  Page 55 of 59




---



##### 



WNS (HOLDINGS) LIMITED
(Unaudited, amounts in thousands)
 Three months ended September 30, 2010WNS
    
    
    WNS Auto
    
    
    InterGlobal BPO
    
    
    Claims BPO
    
    

segments*
    
    
    TotalRevenue from external customers
    
    $
    83,736
    
    
    $
    70,423
    
    
    $
    
    
    
    $
    154,159Segment revenue
    
    $
    83,941
    
    
    $
    70,423
    
    
    $
    (205
    )
    
    $
    154,159Payments to repair centers
    
    
    
    
    
    
    61,049
    
    
    
    
    
    
    
    61,049Revenue less repair payments
    
    
    83,941
    
    
    
    9,374
    
    
    
    (205
    )
    
    
    93,110Depreciation
    
    
    4,013
    
    
    
    336
    
    
    
    
    
    
    
    4,349Other costs
    
    
    65,932
    
    
    
    6,413
    
    
    
    (205
    )
    
    
    72,140Segment
operating profit
    
    
    13,996
    
    
    
    2,625
    
    
    
    
    
    
    
    16,621Other income, net
    
    
    (124
    )
    
    
    (42
    )
    
    
    
    
    
    
    (166
    )Finance expense
    
    
    1,539
    
    
    
    3
    
    
    
    
    
    
    
    1,542Segment profit before income taxes
    
    
    12,581
    
    
    
    2,664
    
    
    
    
    
    
    
    15,245(Benefit) provision for income taxes
    
    
    39
    
    
    
    703
    
    
    
    
    
    
    
    742Segment profit
    
    
    12,542
    
    
    
    1,961
    
    
    
    
    
    
    
    14,503Amortization of intangible assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,922Share based compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    596Profit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,985Addition to non-current assets
    
    $
    3,216
    
    
    $
    813
    
    
    $
    
    
    
    $
    4,029Total assets, net of elimination
    
    
    412,755
    
    
    
    110,384
    
    
    
    
    
    
    
    523,139Total liabilities, net of elimination
    
    $
    225,232
    
    
    $
    50,862
    
    
    $
    
    
    
    $
    276,094
 *
    
    Transactions between inter segment represent invoices raised by WNS Global BPO on WNS Auto Claims
BPO on an arms length basis for business process outsourcing services rendered by the former to
latter.
  External Revenue
 September 30,2010UK
    
    $
    92,906North America
    
    
    34,885Europe (excluding UK)
    
    
    24,907Rest of the World
    
    
    1,461Total
    
    $
    154,159
  Page 56 of 59




---



##### 



WNS (HOLDINGS) LIMITED
(Unaudited, amounts in thousands)
 Three months ended December 31, 2010WNS
    
    
    WNS Auto
    
    
    InterGlobal BPO
    
    
    Claims BPO
    
    
    segments*
    
    
    TotalRevenue from external customers
    
    $
    82,591
    
    
    $
    70,060
    
    
    $
    
    
    
    $
    152,651Segment revenue
    
    $
    82,802
    
    
    $
    70,060
    
    
    $
    (211
    )
    
    $
    152,651Payments to repair centers
    
    
    
    
    
    
    59,974
    
    
    
    
    
    
    
    59,974Revenue less repair payments
    
    
    82,802
    
    
    
    10,086
    
    
    
    (211
    )
    
    
    92,677Depreciation
    
    
    3,949
    
    
    
    345
    
    
    
    
    
    
    
    4,294Other costs
    
    
    63,088
    
    
    
    6,829
    
    
    
    (211
    )
    
    
    69,706Segment
operating profit
    
    
    15,765
    
    
    
    2,912
    
    
    
    
    
    
    
    18,677Other income, net
    
    
    (214
    )
    
    
    (58
    )
    
    
    
    
    
    
    (272
    )Finance expense
    
    
    1,180
    
    
    
    
    
    
    
    
    
    
    
    1,180Segment profit before income taxes
    
    
    14,799
    
    
    
    2,970
    
    
    
    
    
    
    
    17,769(Benefit) provision for income taxes
    
    
    (853
    )
    
    
    619
    
    
    
    
    
    
    
    (234
    )Segment profit
    
    
    15,652
    
    
    
    2,351
    
    
    
    
    
    
    
    18,003Amortization of intangible assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,951Share based compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,088Profit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,964Addition to non-current assets
    
    $
    3,441
    
    
    $
    222
    
    
    $
    
    
    
    $
    3,663Total assets, net of elimination
    
    
    406,241
    
    
    
    123,671
    
    
    
    
    
    
    
    529,912Total liabilities, net of elimination
    
    $
    211,412
    
    
    $
    63,249
    
    
    $
    
    
    
    $
    274,661
 *
    
    Transactions between inter segment represent invoices raised by WNS Global BPO on WNS Auto Claims
BPO on an arms length basis for business process outsourcing services rendered by the former to
latter.
  External Revenue
 December 31,2010UK
    
    $
    93,299North America
    
    
    33,092Europe (excluding UK)
    
    
    24,564Rest of the World
    
    
    1,696Total
    
    $
    152,651
  Page 57 of 59




---



##### 



WNS (HOLDINGS) LIMITED
(Unaudited, amounts in thousands)
 Three months ended March 31, 2011WNS
    
    
    WNS Auto
    
    
    InterGlobal BPO
    
    
    Claims BPO
    
    
    segments*
    
    
    TotalRevenue from external customers
    
    $
    85,490
    
    
    $
    73,987
    
    
    $
    
    
    
    $
    159,477Segment revenue
    
    $
    85,696
    
    
    $
    73,987
    
    
    $
    (206
    )
    
    $
    159,477Payments to repair centers
    
    
    
    
    
    
    65,171
    
    
    
    
    
    
    
    65,171Revenue less repair payments
    
    
    85,696
    
    
    
    8,816
    
    
    
    (206
    )
    
    
    94,306Depreciation
    
    
    3,728
    
    
    
    370
    
    
    
    
    
    
    
    4,098Other costs
    
    
    64,744
    
    
    
    7,353
    
    
    
    (206
    )
    
    
    71,891Segment
operating profit
    
    
    17,224
    
    
    
    1,093
    
    
    
    
    
    
    
    18,317Other income, net
    
    
    (446
    )
    
    
    (66
    )
    
    
    
    
    
    
    (512
    )Finance expense
    
    
    1,180
    
    
    
    
    
    
    
    
    
    
    
    1,180Segment profit before income taxes
    
    
    16,490
    
    
    
    1,159
    
    
    
    
    
    
    
    17,649Benefit for income taxes
    
    
    (441
    )
    
    
    (157
    )
    
    
    
    
    
    
    (598
    )Segment profit
    
    
    16,931
    
    
    
    1,316
    
    
    
    
    
    
    
    18,247Amortization of intangible assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,957Share based compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,491Profit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,799Addition to non-current assets
    
    $
    4,355
    
    
    $
    466
    
    
    $
    
    
    
    $
    4,821Total assets, net of elimination
    
    
    399,616
    
    
    
    122,979
    
    
    
    
    
    
    
    522,595Total liabilities, net of elimination
    
    $
    198,606
    
    
    $
    59,133
    
    
    $
    
    
    
    $
    257,739
 *
    
    Transactions between inter segment represent invoices raised by WNS Global BPO on WNS Auto Claims
BPO on an arms length basis for business process outsourcing services rendered by the former to
latter.
  External Revenue
 March 31,2011UK
    
    $
    98,854North America
    
    
    33,757Europe (excluding UK)
    
    
    25,094Rest of the World
    
    
    1,772Total
    
    $
    159,477
  Page 58 of 59




---



##### 



WNS (HOLDINGS) LIMITED
(Unaudited, amounts in thousands)
 Year ended March 31, 2011WNS
    
    
    WNS Auto
    
    
    InterGlobal BPO
    
    
    Claims BPO
    
    
    segments*
    
    
    TotalRevenue from external customers
    
    $
    331,822
    
    
    $
    284,429
    
    
    $
    
    
    
    $
    616,251Segment revenue
    
    $
    332,647
    
    
    $
    284,429
    
    
    $
    (825
    )
    
    $
    616,251Payments to repair centers
    
    
    
    
    
    
    246,850
    
    
    
    
    
    
    
    246,850Revenue less repair payments
    
    
    332,647
    
    
    
    37,579
    
    
    
    (825
    )
    
    
    369,401Depreciation
    
    
    16,303
    
    
    
    1,316
    
    
    
    
    
    
    
    17,619Other costs
    
    
    260,622
    
    
    
    27,231
    
    
    
    (825
    )
    
    
    287,028Segment
operating profit
    
    
    55,722
    
    
    
    9,032
    
    
    
    
    
    
    
    64,754Other income, net
    
    
    (843
    )
    
    
    (282
    )
    
    
    
    
    
    
    (1,125
    )Finance expense
    
    
    11,443
    
    
    
    3
    
    
    
    
    
    
    
    11,446Segment profit before income taxes
    
    
    45,122
    
    
    
    9,311
    
    
    
    
    
    
    
    54,433(Benefit) provision for income taxes
    
    
    (135
    )
    
    
    1,627
    
    
    
    
    
    
    
    1,492Segment profit
    
    
    45,257
    
    
    
    7,684
    
    
    
    
    
    
    
    52,941Amortization of intangible assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31,810Share based compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,218Profit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,913Addition to non-current assets
    
    $
    13,222
    
    
    $
    2,041
    
    
    $
    
    
    
    $
    15,263Total assets, net of elimination
    
    
    399,616
    
    
    
    122,979
    
    
    
    
    
    
    
    522,595Total liabilities, net of elimination
    
    $
    198,606
    
    
    $
    59,133
    
    
    $
    
    
    
    $
    257,739
 *
    
    Transactions between inter segment represent invoices raised by WNS Global BPO on WNS Auto Claims
BPO on an arms length basis for business process outsourcing services rendered by the former to
latter.
  External Revenue
 March 31,2011UK
    
    $
    375,046North America
    
    
    136,772Europe (excluding UK)
    
    
    98,073Rest of the World
    
    
    6,360Total
    
    $
    616,251
  Page 59 of 59