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SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 20-F/A
 (Amendment No. 1)
 
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    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
 OR
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    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended March 31, 2008 OR
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    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 OR
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    SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 Date of event requiring this shell company report
 Commission file number 001-32945
 WNS (Holdings) Limited
  Not Applicable
(Translation of Registrants Name Into English)
    
    Jersey, Channel Islands
(Jurisdiction of Incorporation or Organization)
 
  Title of Each Class
    
    Name of Each Exchange on Which RegisteredAmerican Depositary Shares, each represented by 
one Ordinary Share, par value 10 pence per share
    
    The New York Stock Exchange
 
 
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   þ o
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  US GAAP þ
    
    International Financial
Reporting 
Standards as issued by theInternational AuthorityStandards
Board o
    
    Other o
  o þ
  o þ




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TABLE OF CONTENTS  EXPLANATORY NOTEEXHIBITSSIGNATURESEx-4.16 Master Services Agreement, dated July 11, 2008, between Aviva Global Services (Management Services) Private Limited and WNS Capital Investment Limited.Ex-4.17 $200 million Facility Agreement dated July 11, 2008.Ex-12.3 Certification by the Chief Executive Officer to 17 CFR 240, 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, regarding this Amendment No.1 to the Annual ReportEx-12.4 Certification by the Chief Financial Officer to 17 CFR 240, 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, regarding this Amendment No.1 to the Annual Report    Table of Contents  
 EXPLANATORY NOTE




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EXHIBITS
 1.1
    
    Memorandum of Association of WNS (Holdings) Limited, as amended 
incorporated by reference to Exhibit 3.1 of the Registration Statement
on Form F-1 (File No. 333-135590) of WNS (Holdings) Limited, as filed
with the Commission on July 3, 2006.1.2
    
    Articles of Association of WNS (Holdings) Limited, as amended 
incorporated by reference to Exhibit 3.2 of the Registration Statement
on Form F-1 (File No. 333-135590) of WNS (Holdings) Limited, as filed
with the Commission on July 3, 2006.2.1
    
    Form of Deposit Agreement among WNS (Holdings) Limited, Deutsche Bank
Trust Company Americas, as Depositary, and the holders and beneficial
owners of American Depositary Shares evidenced by American Depositary
Receipts, or ADR, issued thereunder (including the Form of ADR) 
incorporated by reference to Exhibit 4.1 of the Registration Statement
on Form F-1 (File No. 333-135590) of WNS (Holdings) Limited, as filed
with the Commission on July 3, 2006.2.2
    
    Specimen Ordinary Share Certificate of WNS (Holdings) Limited 
incorporated by reference to Exhibit 4.4 of the Registration Statement
on Form 8-A (File No. 001-32945) of WNS (Holdings) Limited, as filed
with the Commission on July 14, 2006.4.1
    
    Share Purchase Agreement dated April 20, 2007 among, WNS (Mauritius)
Limited, Marketics Technologies (India) Private Limited and the selling
shareholders named therein  incorporated by reference to Exhibit 4.1
of the Annual Report on Form 20-F for fiscal 2007 (File No. 001-32945)
of WNS (Holdings) Limited, as filed with the Commission on June 26,
2007.4.2
    
    Lease Deed dated January 25, 2006 between DLF Cyber City and WNS Global
Services (Private) Ltd  incorporated by reference to Exhibit 4.2 of
the Annual Report on Form 20-F for fiscal 2007 (File No. 001-32945) of
WNS (Holdings) Limited, as filed with the Commission on June 26, 2007.4.3
    
    Lease Deed dated March 10, 2005 between M/s DLF Cyber City and WNS
Global Services (Private) Ltd.  incorporated by reference to Exhibit
10.2 of the Registration Statement on Form F-1 (File No. 333-135590) of
WNS (Holdings) Limited, as filed with the Commission on July 3, 2006.4.4
    
    Leave and License Agreement dated November 10, 2005 between Godrej &
Boyce Manufacturing Company Ltd. and WNS Global Services (Private) Ltd.
with respect to the lease of office premises with an aggregate area of
59,202 square feet at Plant 10  incorporated by reference to Exhibit
10.5 of the Registration Statement on Form F-1 (File No. 333-135590) of
WNS (Holdings) Limited, as filed with the Commission on July 3, 2006.4.5
    
    Leave and License Agreement dated November 10, 2005 between Godrej &
Boyce Manufacturing Company Ltd. and WNS Global Services (Private) Ltd.
with respect to the lease of office premises with an area of 4,867
square feet at Plant 10  incorporated by reference to Exhibit 4.5 of
the Annual Report on Form 20-F for fiscal 2007 (File No. 001-32945) of
WNS (Holdings) Limited, as filed with the Commission on June 26, 2007.4.6
    
    Leave and License Agreement dated November 10, 2005 between Godrej &
Boyce Manufacturing Company Ltd. and WNS Global Services (Private) Ltd.
with respect to the lease of office premises with an aggregate area of
20,360 square feet at Plant 10  incorporated by reference to Exhibit
4.6 of the Annual Report on Form 20-F for fiscal 2007 (File No.
001-32945) of WNS (Holdings) Limited, as filed with the Commission on
June 26, 2007.4.7
    
    Leave and License Agreement dated May 31, 2006 between Godrej & Boyce
Manufacturing Company Ltd. and WNS Global Services (Private) Ltd. with
respect to Plant 11  incorporated by reference to Exhibit 10.12 of the
Registration Statement on Form F-1 (File No. 333-135590) of WNS
(Holdings) Limited, as filed with the Commission on July 3, 2006.4.8
    
    Leave and License Agreement dated December 29, 2006 between Sofotel
Software Services Private Limited and WNS Global Services (Private)
Limited with respect to the lease of office premises with an




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aggregate area of 36,500 square feet in the Commercial Office Building 
incorporated by reference to Exhibit 4.8 of the Annual Report on Form
20-F for fiscal 2007 (File No. 001-32945) of WNS (Holdings) Limited, as
filed with the Commission on June 26, 2007.4.9
    
    Leave and License Agreement dated December 29, 2006 between Sofotel
Software Services Private Limited and WNS Global Services (Private) Ltd
with respect to the lease of office premises with an aggregate area of
35,930 square feet in the Commercial Office Building  incorporated by
reference to Exhibit 4.9 of the Annual Report on Form 20-F for fiscal
2007 (File No. 001-32945) of WNS (Holdings) Limited, as filed with the
Commission on June 26, 2007.4.10
    
    Leave and License Agreement dated December 29, 2006 between Sofotel
Software Services Private Limited and WNS Global Services (Private) Ltd
with respect to the lease of office premises with an aggregate area of
35,870 square feet in the Commercial Office Building  incorporated by
reference to Exhibit 4.10 of the Annual Report on Form 20-F for fiscal
2007 (File No. 001-32945) of WNS (Holdings) Limited, as filed with the
Commission on June 26, 2007.4.11
    
    Leave and License Agreement dated December 29, 2006 between Sofotel
Software Services Private Limited and WNS Global Services (Private) Ltd
with respect to the lease of office premises with an aggregate area of
34,500 square feet in the Commercial Office Building  incorporated by
reference to Exhibit 4.11 of the Annual Report on Form 20-F for fiscal
2007 (File No. 001-32945) of WNS (Holdings) Limited, as filed with the
Commission on June 26, 2007.4.12
    
    WNS (Holdings) Limited 2002 Stock Incentive Plan  incorporated by
reference to Exhibit 10.10 of the Registration Statement on Form F-1
(File No. 333-135590) of WNS (Holdings) Limited, as filed with the
Commission on July 3, 2006.4.13
    
    Form of WNS (Holdings) Limited 2006 Incentive Award Plan  incorporated
by reference to Exhibit 10.11 of the Registration Statement on Form F-1
(File No. 333-135590) of WNS (Holdings) Limited, as filed with the
Commission on July 3, 2006.4.14
    
    Amendment to the WNS (Holdings) Limited 2006 Incentive Award 
incorporated by reference to Exhibit 99.1 of the Current Report on Form
6-K (File No. 001-32945) of WNS (Holdings) Limited, as filed with the
Commission on August 7, 2007.4.15
    
    Share Sale and Purchase Agreement, dated July 11, 2008, relating to the
sale and purchase of shares in Aviva Global Services Singapore Private
Limited between Aviva International Holdings Limited and WNS Capital
Investment Limited. *#4.16
    
    Master Services Agreement, dated July 11, 2008, between Aviva Global
Services (Management Services) Private Limited and WNS Capital
Investment Limited. **#4.17
    
    $200 million Facility Agreement dated July 11, 2008, by and among WNS
(Mauritius) Limited as borrower, WNS (Holdings) Limited, WNS Capital
Investment Limited, WNS UK and WNS North America Inc. as guarantors,
ICICI Bank UK Plc as lender, arranger and agent, ICICI Bank Canada as
lender and arranger and Morgan Walker Solicitors LLP as security
trustee. **8.1
    
    List of subsidiaries of WNS (Holdings) Limited. *




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12.1
    
    Certification by the Chief Executive Officer to 17 CFR 240, 15d-14(a),
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
regarding the Annual Report on Form 20-F for the fiscal year ended March
31, 2008. *12.2
    
    Certification by the Chief Financial Officer to 17 CFR 240, 15d-14(a),
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
regarding the Annual Report on Form 20-F for the fiscal year ended March
31, 2008. *12.3
    
    Certification by the Chief Executive Officer to 17 CFR 240, 15d-14(a),
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
regarding this Amendment No. 1 to the Annual Report on Form 20-F/A for
the fiscal year ended March 31, 2008. **12.4
    
    Certification by the Chief Financial Officer to 17 CFR 240, 15d-14(a),
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
regarding this Amendment No. 1 to the Annual Report on Form 20-F/A for
the fiscal year ended March 31, 2008. **13.1
    
    Certification by the Chief Executive Officer to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *13.2
    
    Certification by the Chief Financial Officer to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *15.1
    
    Consent of Ernst & Young independent registered public accounting firm. *
 
 *
    
    Previously filed as an exhibit to the Annual Report on Form 20-F for the fiscal year ended
March 31, 2008 (File No. 001-32945) of WNS (Holdings) Limited,
as filed with the Commission on August 1, 2008.**
    
    Filed herewith.#
    
    Certain portions of this exhibit have been omitted pursuant to a request for confidential
treatment filed with the Commission. The omitted portions have been
separately filed with the Commission.




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SIGNATURES
   WNS (HOLDINGS) LIMITEDBy:
    /s/ Neeraj BhargavaName:

    Neeraj BhargavaTitle:
    Group Chief Executive Officer