##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 20-F
 o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
 OR
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended March 31, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 OR
 o
    
    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
    
    Jersey, Channel Islands(Translation of Registrants Name Into English)
    
    (Jurisdiction of Incorporation or Organization)
 
 
  Title of Each Class
    
    Name of Each Exchange on Which RegisteredAmerican Depositary Shares, each represented by
    
    The New York Stock Exchangeone Ordinary Share, par value 10 pence per share
 
 
    o þ
  o þ
   þ o
  o o
  Large accelerated filer o   
    Accelerated filer þ
    Non-accelerated filer o
  U.S. GAAP þ
    
    International Financial Reporting Standards as issued
    
    Other oby the International Accounting Standards Board o
  o o
  o þ




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##### 



TABLE OF CONTENTS
 WNS (HOLDINGS) LIMITED
 PagePART IITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
    
    
    3ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
    
    
    3ITEM 3. KEY INFORMATION
    
    
    3ITEM 4. INFORMATION ON THE COMPANY
    
    
    22ITEM 4A. UNRESOLVED STAFF COMMENTS
    
    
    50ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
    
    
    50ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
    
    
    85ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
    
    
    103ITEM 8. FINANCIAL INFORMATION
    
    
    105ITEM 9. THE OFFER AND LISTING
    
    
    107ITEM 10. ADDITIONAL INFORMATION
    
    
    108ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    131ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
    
    
    132PART IIITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
    
    
    134ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS
AND USE OF PROCEEDS
    
    
    134ITEM 15. CONTROLS AND PROCEDURES
    
    
    134ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
    
    
    136ITEM 16B. CODE OF ETHICS
    
    
    136ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    136ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
    
    
    137ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND
AFFILIATED PURCHASERS
    
    
    137ITEM 16F. CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT
    
    
    137ITEM 16G. CORPORATE GOVERNANCE
    
    
    137PART IIIITEM 17. FINANCIAL STATEMENTS
    
    
    139ITEM 18. FINANCIAL STATEMENTS
    
    
    139ITEM 19. EXHIBITS
    
    
    139SIGNATURES
    
    
    142INDEX
TO WNS (HOLDINGS) LIMITEDS CONSOLIDATED FINANCIAL
STATEMENTS
    
    
    F-1Ex-8.1 List of subsidiaries of WNS (Holdings) LimitedEX-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.EX-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.EX-13.1 Certification by the Chief Executive Officer to 18 U.S.C.Section 1350, as adopted pursuant to Section 906 of the Sarbanese-Oxley Act of 2002.EX-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.EX-15.1 Consent of Ernst & Young independent registered public accounting firm




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EXPLANATORY NOTE REGARDING RESTATEMENT OF
OUR CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, unless otherwise indicated)
        Page 1




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CONVENTIONS USED IN THIS ANNUAL REPORT
     SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
  
    
    worldwide economic and business conditions;
 
    
    political or economic instability in the jurisdictions where we have operations;
 
    
    regulatory, legislative and judicial developments;
    
    our ability to attract and retain clients
    
    technological innovation;
    
    telecommunications or technology disruptions;
    
    future regulatory actions and conditions in our operating areas;
    
    our dependence on a limited number of clients in a limited number of industries;
    
    the implications of the accounting changes and restatement of our financial statements described in Explanatory
Note Regarding our Consolidated Financial Statements for our reporting with the Commission, and any adverse developments
in existing legal proceedings or the initiation of new legal proceedings;
 Page 2




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
    
    our ability to expand our business or effectively manage growth;
    
    our ability to hire and retain enough sufficiently trained employees to support our
operations;
 
    
    negative public reaction in the US or the UK to offshore outsourcing;
 
    
    increasing competition in the BPO industry;
 
    
    our ability to successfully grow our revenue, expand our service offerings and market share
and achieve accretive benefits from our acquisition of Aviva Global Services Singapore Pte.
Ltd., or Aviva Global (which we have renamed as WNS Customer
Solutions (Singapore) Private Limited, or WNS Global Singapore following
our acquisition) and our master services agreement with Aviva Global
Services (Management Services) Private Limited, or AVIVA MS, as described below;
 
    
    our ability to successfully consummate strategic acquisitions; and
 
    
    volatility of our ADS price.
  
 PART I
 
 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
  
 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
  
 ITEM 3. KEY INFORMATION
 A. Selected Financial Data
  Income Taxes
   Page 3




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For the Year Ended March 31,2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006(Restated)
    
    
    (Restated)
    
    
    (Restated)
    
    
    (Restated)(US dollars in millions, except share and per share data)Consolidated Statement of Income Data:Revenue
    
    $
    582.5
    
    
    $
    520.9
    
    
    $
    438.0
    
    
    $
    345.4
    
    
    $
    195.5Cost of revenue(1)
    
    
    439.3
    
    
    
    391.8
    
    
    
    341.5
    
    
    
    264.4
    
    
    
    138.5Gross profit
    
    $
    143.2
    
    
    $
    129.1
    
    
    $
    96.5
    
    
    $
    81.0
    
    
    $
    57.0Operating expenses:Selling, general and
administrative
expenses(1)
    
    $
    86.2
    
    
    $
    75.5
    
    
    $
    72.7
    
    
    $
    52.5
    
    
    $
    36.3Amortization of intangible
assets
    
    
    32.4
    
    
    
    24.9
    
    
    
    2.9
    
    
    
    1.9
    
    
    
    0.9Impairment of goodwill,
intangibles and other
assets(2)
    
    
    
    
    
    
    
    
    
    
    15.5
    
    
    
    
    
    
    
    Operating income
    
    
    24.6
    
    
    
    28.7
    
    
    
    5.4
    
    
    
    26.6
    
    
    
    19.8Other expense (income), net
    
    
    7.1
    
    
    
    5.6
    
    
    
    (9.2
    )
    
    
    (2.5
    )
    
    
    (0.5
    )Interest expense
    
    
    13.8
    
    
    
    11.8
    
    
    
    
    
    
    
    0.1
    
    
    
    0.4Income before income taxes
    
    
    3.7
    
    
    
    11.3
    
    
    
    14.6
    
    
    
    29.0
    
    
    
    19.9Provision for income taxes
    
    
    1.0
    
    
    
    3.4
    
    
    
    5.2
    
    
    
    2.5
    
    
    
    1.7Net income
    
    $
    2.7
    
    
    $
    7.9
    
    
    $
    9.4
    
    
    $
    26.5
    
    
    $
    18.2Less: Net loss
attributable to redeemable noncontrolling
interest
    
    
    (1.0
    )
    
    
    (0.3
    )
    
    
    
    
    
    
    
    
    
    
    Net income attributable
to WNS (Holdings) Limited
shareholders
    
    
    3.7
    
    
    
    8.2
    
    
    
    9.4
    
    
    
    26.5
    
    
    
    18.2Earnings per share of
ordinary shareBasic
    
    $
    0.09
    
    
    $
    0.19
    
    
    $
    0.22
    
    
    $
    0.69
    
    
    $
    0.55Diluted
    
    $
    0.08
    
    
    $
    0.19
    
    
    $
    0.22
    
    
    $
    0.64
    
    
    $
    0.52Basic weighted average
ordinary shares outstanding
    
    
    43,093,316
    
    
    
    42,520,404
    
    
    
    42,070,206
    
    
    
    38,608,188
    
    
    
    32,874,299Diluted weighted average
ordinary shares outstanding
    
    
    44,174,128
    
    
    
    43,108,599
    
    
    
    42,945,028
    
    
    
    41,120,497
    
    
    
    35,029,766
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As of March 31,2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006(Restated)
    
    
    (Restated)
    
    
    (Restated)
    
    
    (Restated)(US dollars in millions)Consolidated Balance Sheet Data:AssetsCash and cash equivalents
    
    $
    32.3
    
    
    $
    38.9
    
    
    $
    102.7
    
    
    $
    112.3
    
    
    $
    18.5Bank deposits and marketable securities
    
    
    0.0
    
    
    
    8.9
    
    
    
    8.1
    
    
    
    12.0
    
    
    
    Accounts receivable, net
    
    
    85.7
    
    
    
    71.2
    
    
    
    58.6
    
    
    
    52.4
    
    
    
    31.1Other current assets(3)
    
    
    58.9
    
    
    
    54.4
    
    
    
    23.4
    
    
    
    18.5
    
    
    
    10.8Total current assets
    
    
    176.9
    
    
    
    173.4
    
    
    
    192.8
    
    
    
    195.2
    
    
    
    60.4Goodwill and
intangible assets, net
    
    
    278.7
    
    
    
    299.1
    
    
    
    96.9
    
    
    
    44.4
    
    
    
    42.5Property, plant and equipment, net
    
    
    51.7
    
    
    
    56.0
    
    
    
    50.8
    
    
    
    41.8
    
    
    
    30.6Deposits and
deferred tax assets
    
    
    32.3
    
    
    
    21.9
    
    
    
    15.4
    
    
    
    6.2
    
    
    
    4.3Other assets
    
    
    10.3
    
    
    
    11.4
    
    
    
    1.3
    
    
    
    
    
    
    
    Total assets
    
    
    549.9
    
    
    
    561.8
    
    
    
    357.2
    
    
    
    287.6
    
    
    
    137.8Liabilities, redeemable noncontrolling interest and equityCurrent portion of long term debt
    
    
    40.0
    
    
    
    45.0
    
    
    
    
    
    
    
    
    
    
    
    Accrual for earn-out payment
    
    
    
    
    
    
    
    
    
    
    33.7
    
    
    
    
    
    
    
    Other current liabilities(4)
    
    
    133.9
    
    
    
    132.5
    
    
    
    88.8
    
    
    
    75.1
    
    
    
    56.2Total current liabilities
    
    
    173.9
    
    
    
    177.5
    
    
    
    122.5
    
    
    
    75.1
    
    
    
    56.2Long term debt
    
    
    95.0
    
    
    
    155.0
    
    
    
    
    
    
    
    
    
    
    
    Other non-current liabilities(5)
    
    
    27.1
    
    
    
    41.2
    
    
    
    7.5
    
    
    
    6.9
    
    
    
    3.3Redeemable noncontrolling interest
    
    
    0.3
    
    
    
    0.0
    
    
    
    
    
    
    
    
    
    
    
    Total WNS (Holdings) Limited shareholders
equity
    
    
    253.6
    
    
    
    188.1
    
    
    
    227.2
    
    
    
    205.6
    
    
    
    78.3Total liabilities, redeemable noncontrolling interest and equity
    
    $
    549.9
    
    
    $
    561.8
    
    
    $
    357.2
    
    
    $
    287.6
    
    
    $
    137.8
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For the Year Ended March 31,2010
    
    2009
    
    2008
    
    2007
    
    2006(Restated)
    
    (Restated)
    
    (Restated)
    
    (Restated)(US dollars in millions, except percentages and employee data)Other Consolidated Financial Data:Revenue
    
    $
    582.5
    
    
    $
    520.9
    
    
    $
    438.0
    
    
    $
    345.4
    
    
    $
    195.5Gross profit as a percentage of revenue
    
    
    24.6
    %
    
    
    24.8
    %
    
    
    22.0
    %
    
    
    23.5
    %
    
    
    29.1
    %Operating income as a percentage of
revenue
    
    
    4.2
    %
    
    
    5.5
    %
    
    
    1.2
    %
    
    
    7.7
    %
    
    
    10.1
    %Other Unaudited Consolidated Financial and
Operating Data:Revenue less repair payments(6)
    
    $
    390.5
    
    
    $
    385.0
    
    
    $
    290.6
    
    
    $
    219.6
    
    
    $
    147.8Gross profit as a percentage of revenue less
repair payments
    
    
    36.7
    %
    
    
    33.5
    %
    
    
    33.2
    %
    
    
    36.9
    %
    
    
    38.5
    %Operating income as a percentage of
revenue less repair payments
    
    
    6.3
    %
    
    
    7.4
    %
    
    
    1.9
    %
    
    
    12.1
    %
    
    
    13.3
    %Number of employees (at period end)
    
    
    21,958
    
    
    
    21,356
    
    
    
    18,104
    
    
    
    15,084
    
    
    
    10,433
 
 Notes:(1)
    
    Includes the following share-based compensation amounts: For the Year Ended March 31,2010
    
    2009
    
    2008
    
    2007
    
    2006(US dollars in millions)Cost of revenue
    
    $
    3.7
    
    
    $
    3.6
    
    
    $
    2.4
    
    
    $
    1.0
    
    
    $
    0.1Selling, general and administrative expenses
    
    
    11.4
    
    
    
    9.8
    
    
    
    4.4
    
    
    
    2.7
    
    
    
    1.8
 
 (2)
    
    In fiscal 2008, we recorded an impairment charge of
$9.1 million on goodwill and $6.4 million on intangible
assets acquired in the purchase of Trinity Partners
Inc., or Trinity Partners.(3)
    
    Consists of funds held for clients, employee
receivables, prepaid expenses, prepaid income taxes,
deferred tax assets and other current assets.(4)
    
    Consists of obligations under accounts payable, short
term line of credit, accrued employee cost, deferred
revenue, income taxes payable, deferred tax liabilities
and other current liabilities.(5)
    
    Consists of non-current portion of derivative
contracts, capital leases, deferred revenue, deferred
tax liabilities, other liabilities and accrued pension
liability.(6)
    
    Revenue less repair payments is a non-GAAP measure. See
the explanation below, as well as Item 5. Operating
and Financial Review and Prospects  Overview and
notes to our consolidated financial statements included
elsewhere in this annual report. The following table
reconciles our revenue (a GAAP measure) to revenue less
repair payments (a non-GAAP measure): Page 6




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For the Year Ended March 31,2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006(Restated)
    
    
    (Restated)
    
    
    (Restated)
    
    
    (Restated)(US dollars in millions)Revenue
    
    $
    582.5
    
    
    $
    520.9
    
    
    $
    438.0
    
    
    $
    345.4
    
    
    $
    195.5Less: Payments to repair centers
    
    
    192.0
    
    
    
    135.9
    
    
    
    147.4
    
    
    
    125.8
    
    
    
    47.7Revenue less repair payments
    
    $
    390.5
    
    
    $
    385.0
    
    
    $
    290.6
    
    
    $
    219.6
    
    
    $
    147.8
   B. Capitalization and Indebtedness
  C. Reason for the Offer and the Use of Proceeds
  D. Risk Factors
 This annual report contains forward-looking statements that involve risks and uncertainties. Our
actual results could differ materially from those anticipated in these forward-looking statements
as a result of a number of factors, including those described in the following risk factors and
elsewhere in this annual report. If any of the following risks actually occur, our business,
financial condition and results of operations could suffer and the trading price of our ADSs could
decline.
 Risks Related to Our Business
 The global economic conditions have been challenging and have had, and continue to have, an adverse
effect on the financial markets and the economy in general, which has had, and may continue to
have, a material adverse effect on our business, our financial performance and the prices of our
equity shares and ADSs.
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A few major clients account for a significant portion of our revenue and any loss of business from
these clients could reduce our revenue and significantly harm our business.
      Page 8




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If we fail to maintain an effective system of internal control over financial reporting, we may not
be able to accurately report our financial results or prevent or detect fraud. As a result, current
and potential investors could lose confidence in our financial reporting, which could harm our
business and have an adverse effect on our stock price.
    We may be unable to effectively manage our rapid growth and maintain effective internal controls,
which could have a material adverse effect on our operations, results of operations and financial
condition.
    Page 9




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Our revenue is highly dependent on clients concentrated in a few industries, as well as clients
located primarily in Europe and the United States. Economic slowdowns or factors that affect these
industries or the economic environment in Europe or the United States could reduce our revenue and
seriously harm our business.
    We may fail to attract and retain enough sufficiently trained employees to support our operations,
as competition for highly skilled personnel is significant and we experience significant employee
attrition. These factors could have a material adverse effect on our business, results of
operations, financial condition and cash flows.
  Page 10




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We may not be successful in achieving the expected benefits from our transaction with AVIVA in July
2008, which could have a material adverse effect on our business, results of operations, financial
condition and cash flows. Furthermore, the term loan that we have incurred to fund the transaction
may put a strain on our financial position.
   
    
    it could increase our vulnerability to general adverse economic and industry conditions;
 
    
    it could require us to dedicate a substantial portion of our cash flow from operations to
payments on the Term Loan, thereby reducing the availability of our cash flow to fund capital
expenditure, working capital and other general corporate purposes;
 
    
    it requires us to seek lenders consent prior to paying dividends on our ordinary shares;
 
    
    it limits our ability to incur additional borrowings or raise additional financing through
equity or debt instruments; and
 
    
    it imposes certain financial covenants on us which we may not be able to meet and this may
cause the lenders to accelerate the repayment of the balance loan outstanding.
 The international nature of our business exposes us to several risks, such as significant currency
fluctuations and unexpected changes in the regulatory requirements of multiple jurisdictions.
  
    
    significant currency fluctuations between the US dollar and the pound sterling (in which
our revenue is principally denominated) and the Indian rupee (in which a significant portion
of our costs are denominated);
 
    
    legal uncertainty owing to the overlap of different legal regimes, and problems in
asserting contractual or other rights across international borders;
 Page 11




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
    
    potentially adverse tax consequences, such as scrutiny of transfer pricing arrangements by
authorities in the countries in which we operate;
 
    
    potential tariffs and other trade barriers;
 
    
    unexpected changes in regulatory requirements;
 
    
    the burden and expense of complying with the laws and regulations of various jurisdictions;
and
 
    
    terrorist attacks and other acts of violence or war.
  Currency fluctuations among the Indian rupee, the pound sterling and the US dollar could have a
material adverse effect on our results of operations.
    Our business may not develop in ways that we currently anticipate due to negative public reaction
to offshore outsourcing, proposed legislation or otherwise.
    Page 12




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Our senior management team and other key team members in our business units are critical to our
continued success and the loss of such personnel could harm our business.
  Wage increases may prevent us from sustaining our competitive advantage and may reduce our profit
margin.
   Our operating results may differ from period to period, which may make it difficult for us to
prepare accurate internal financial forecasts and respond in a timely manner to offset such period
to period fluctuations.
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Employee strikes and other labor-related disruptions may adversely affect our operations.
  Failure to adhere to the regulations that govern our business could result in us being unable to
effectively perform our services. Failure to adhere to regulations that govern our clients
businesses could result in breaches of contract with our clients.
  Our clients may terminate contracts before completion or choose not to renew contracts which could
adversely affect our business and reduce our revenue.
  Some of our client contracts contain provisions which, if triggered, could result in lower future
revenue and have an adverse effect on our business.
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We enter into long-term contracts with our clients, and our failure to estimate the resources and
time required for our contracts may negatively affect our profitability.
  Our profitability will suffer if we are not able to maintain our pricing and asset utilization
levels and control our costs.
   We have incurred losses in the past. We may not be profitable in the future and may not be able to
secure additional business
  If we cause disruptions to our clients businesses, provide inadequate service or are in breach of
our representations or obligations, our clients may have claims for substantial damages against us.
Our insurance coverage may be inadequate to cover these claims and, as a result, our profits may be
substantially reduced.
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We are liable to our clients for damages caused by unauthorized disclosure of sensitive and
confidential information, whether through a breach of our computer systems, through our employees
or otherwise.
  We may not succeed in identifying suitable acquisition targets or integrating any acquired business
into our operations, which could have a material adverse effect on our business, results of
operations, financial condition and cash flows.
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We recorded an impairment charge of $15.5 million to our earnings in fiscal 2008 and may be
required to record a significant charge to earnings in the future when we review our goodwill,
intangible or other assets for potential impairment.
  Our facilities are at risk of damage by natural disasters.
  Our
largest shareholder,
Warburg Pincus, is able to significantly influence our corporate actions, and may also enter
into transactions that may result in a change in control of our company.
  A change in control or potential
change in control transaction may consume management time and company resources and may have a material
adverse impact on our business.
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We have certain anti-takeover provisions in our Articles of Association that may discourage a
change in control.
  
    
    a classified board of directors with staggered three-year terms; and
 
    
    the ability of our board of directors to determine the rights, preferences and privileges
of our preferred shares and to issue the preferred shares without shareholder approval, which
could be exercised by our board of directors to increase the number of outstanding shares and
prevent or delay a takeover attempt.
  It may be difficult for you to effect service of process and enforce legal judgments against us or
our affiliates.
  We face competition from onshore and offshore business process outsourcing companies and from
information technology companies that also offer business process outsourcing services. Our clients
may also choose to run their business processes themselves, either in their home countries or
through captive units located offshore.
   We are incorporated in Jersey, Channel Island and are subject to Jersey rules and regulations. If
the tax benefits enjoyed by our company are withdrawn or changed, we may be liable for higher tax,
thereby reducing our profitability.
  Page 18




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Risks Related to Key Delivery Locations
 A substantial portion of our assets and operations are located in India and we are subject to
regulatory, economic, social and political uncertainties in India.
   If the tax benefits and other incentives that we currently enjoy are reduced or withdrawn or not
available for any other reason, our financial condition could be negatively affected.
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We are subject to transfer pricing and other tax related regulations and any determination that we
have failed to comply with them could materially adversely affect our profitability.
  We may be required to pay additional taxes in connection with audits by the Indian tax authorities.
  Terrorist attacks and other acts of violence involving India or its neighboring countries could
adversely affect our operations, resulting in a loss of client confidence and materially adversely
affecting our business, results of operations, financial condition and cash flows.
  Page 20




---



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Restrictions on entry visas may affect our ability to compete for and provide services to clients
in the US and the UK, which could have a material adverse effect on future revenue.
  If more stringent labor laws become applicable to us, our profitability may be adversely affected.
  Risks Related to our ADSs
 Substantial future sales of our shares or ADSs in the public market could cause our ADS price to
fall.
  The market price for our ADSs may be volatile.
  
    
    announcements of technological developments;
 
    
    regulatory developments in our target markets affecting us, our clients or our competitors;
 Page 21




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
    
    actual or anticipated fluctuations in our three monthly operating results;
 
    
    changes in financial estimates by securities research analysts;
 
    
    changes in the economic performance or market valuations of other companies engaged in
business process outsourcing;
 
    
    addition or loss of executive officers or key employees;
 
    
    sales or expected sales of additional shares or ADSs;
 
    
    loss of one or more significant clients; and
 
    
    a change in control, or possible change of control, of our company.
  Holders of ADSs may be restricted in their ability to exercise voting rights.
   We may be classified as a passive foreign investment company which could result in adverse United
States federal income tax consequences to US Holders.
  
 ITEM 4. INFORMATION ON THE COMPANY
 A. History and Development of our Company
  Page 22




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www.wns.com Information contained on our
website does not constitute part of this annual report.
     Page 23




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B. Business Overview
   
   Industry Overview
   Page 24




---



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Global IT Outsourcing vs. BPO Market ($ in billions)
    
    Indian BPO Industry Revenues ($ in billions)(BAR GRAPH)
    
    (BAR GRAPH)Source: NASSCOM Strategic Review, February 2010
    
    Source: NASSCOM Strategic Review, February 2010Note: Years ending December 31
    
    Note: Years ending March 31
   Page 25




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
    
    established reputation and industry leadership;
 
    
    demonstrated ability to execute a diverse range of mission-critical and often complex
business processes;
 
    
    capability to scale employees and infrastructure without a diminution in quality of
service; and
 
    
    ability to innovate, add new operational expertise and drive down costs.
  Competitive Strengths
  Offshore business process outsourcing market leadership
  
    
    NASSCOM has named us among the top two India-based offshore business process outsourcing
companies in terms of export revenue for fiscal 2009;
 
    
    2009 Global Outsourcing 100, a publication of International Association of Outsourcing
Professional (IAOP), named us the industry-specific multi-year winner;
 
    
    The Shared Services and Outsourcing Network, a global community of outsourcing
professionals, granted us the Best New Outsourced Services Award in 2009;
 
    
    2009 Global Outsourcing 100 named us among the top 10 outsourcing companies focused on the
utilities industry;
 
    
    2009 Global Outsourcing 100 named us among the top five outsourcing companies focused on
the air transportation industry;
 
    
    WCBF, USA, an independent organization providing Six Sigma solutions, granted us the Best
Project Achievement in Green Six Sigma Award in 2009;
 
    
    The World Environment Foundation, in association with the Institute of Directors, granted
us the Golden Peacock Eco-Innovation Award for Green Lean Sigma Program in 2009;
 
    
    The Global Services Magazine, in conjunction with a leading outsourcing advisor, neoIT,
named us the Best Performing Finance and Accounting Outsourcing Provider in 2008 and among
the top two best performing business process outsourcing companies in 2008 and 2009;
 
    
    KLM Royal Dutch Airlines recognized us with the Partners in Innovation Challenge Award in
2008; and
 
    
    The CIO Magazine (Indian Edition) granted us an award for Innovative Strategic Solutions
in 2008.
  Page 26




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Deep industry expertise
  
    
    offer a suite of services that deliver a comprehensive industry-focused business process
outsourcing program;
 
    
    leverage our existing capabilities to win additional clients and identify new
industry-specific service offerings;
 
    
    cultivate client relationships that may involve few processes upon initial engagement to
develop deeper engagements ultimately involving a number of integrated processes;
 
    
    provide proprietary technology platforms for use in niche areas in specific sectors such as
auto insurance and travel;
 
    
    recruit and retain talented employees by offering them industry-focused career paths; and
 
    
    achieve market leadership in several of the industries we target.
 Experience in transferring processes offshore and running them efficiently
   Diversified client base across multiple industries and geographic locations
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Extensive investment in human capital development
  Ability to manage the rapid growth of our organization
  Experienced management team
  Business Strategy
  Drive rapid growth through penetration of our existing client base
  Enhance awareness of the WNS brand name
  Reinforce leadership in existing industries and penetrate new industry sectors
  Page 28




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Broaden industry expertise and enhance growth through selective acquisitions
  Business Process Outsourcing Service Offerings
  
 Page 29




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##### Table of Contents



Travel and Leisure Services
   
    
    airlines and hotels;
    
    travel intermediaries; and
    
    others, such as global distribution systems and network providers.
   
 Page 30




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##### Table of Contents



Case Study
    
    
    End-to-end passenger revenue accounting operations, including complex functions of
interline, auditing, investigation, refunds and collections;
 
    
    Stringent service level agreements with the client;
 
    
    Multi-location delivery to ensure business continuity;
 
    
    Highly skilled staff with deep domain knowledge;
 
    
    Effective staff training capabilities; and
 
    
    Rigorous quality assurance and Six Sigma programs.
  
    
    Significant cost savings;
 
    
    Initiatives to increase productivity levels;
 
    
    Improved service quality;
 
    
    Process efficiencies; and
 
    
    Development of comprehensive management information system and reporting.
 BFSI Services
   
    
    integrated financial services companies;
 
    
    life, annuity, and property and casualty insurers;
 
    
    insurance brokers and loss assessors;
 
    
    self-insured auto fleet owners;
 
    
    commercial and retail banks;
 Page 31




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
    
    mortgage banks and loan servicers;
 
    
    asset managers and financial advisory service providers; and
 
    
    healthcare payors, providers and device manufacturers.
    Banking and Financial Services Offerings
 
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Insurance Services Offerings
 
  Case Study
   
    
    New account set up (for brokerage accounts);
 
    
    Client administration (relating to beneficiary change, case management for annuities, life
and mutual funds, bank authorization and payment for new business);
 
    
    Advisor compensation (relating to commission earned on each new account / transaction); and
 Page 33




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
    
    Client portfolio administration.
   
    
    Flexible pricing model: The client is billed on a unit transaction pricing model for a
substantial portion of the work scope. This allows for greater flexibility as business volumes
fluctuate. For example, volumes can surge by as much as 30-40% during the tax season. This
requires meticulous planning between both the client and our team to manage fluctuating
volumes.
 
    
    Rapid scaling of operations: We were able to scale our operations rapidly in order to
deliver 24 processes ranging from low to high complexity within six months of engagement
commencement,
 
    
    Deep domain expertise: We initially created a pool of domain experts to provide advice on
the salient features of the clients products. Currently, given the power of this capability,
the client has transitioned all transactions to us.
  Industrial and Infrastructure Services
   Page 34




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Case Study.
   
    
    Supported the clients implementation of its first SAP platform by acting as subject matter
experts. SAP is a leading provider of business management software;
 
    
    Responded to a rapid increase in customer interaction volumes;
 
    
    Scaled our team from 26 to over 1,500 associates in that time period and revamped training
materials;
 
    
    Implemented projects utilizing Six Sigma and LEAN methodologies at transition, laying the
foundation for continuous program improvement, resulting in higher quality transition by
embedding Black Belts, which refers to in-house coaches on Six Sigma, to design quality model;
 
    
    Reduced the time for a team member to reach optimum productivity, and increased
productivity;
 
    
    Improved debt recovery; and
 Page 35




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
    
    Reduced backlog by collaboratively working with the client.
 Emerging Businesses
    
    
    finance and accounting services focused on finance and accounting services;
 
    
    research and analytics services focused on market, business and, financial research and
analytical services; and
 
    
    business transformation services focused on business and process optimization services.
 Case Study
    
    
    Order management supporting sales representatives, including booking sales, assisting with
product information, providing current promotion information, and shipping details;
 
    
    Responding to customer service requests by sales representatives, including the provision of
information on product return schemes and other product-related information, and advising on
the status of shipment delays;
 
    
    Customer service supporting global sales managers by responding to queries on a variety of
subjects, including product information, promotional schemes, shipping details of specific
orders, and sales representative order backlogs. These queries are managed via calls or
emails;
 
    
    Customer service for the clients consumers, where the clients consumers can call, email
or write a letter to our team. We then respond with the necessary product information, product
availability, promotional offers, or address product complaints; and
 
    
    Sales representative support, including the recruitment of sales representatives. Our team
handles calls from potential recruits who want information on how to become sales
representatives, how can they apply, benefits and other queries.
 Page 36




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##### Table of Contents



Finance and Accounting Services
    
 Case Study
   
    
    Reduced cost of operations;
    
    Improved financial controls by a comprehensive documentation approach, embedding strong quality
processes and enhancing the overall control environment, particularly from the standpoint of
compliance with the US Sarbanes-Oxley Act of 2002; and
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
    
    Delivered the following process improvements by leveraging LEAN, Kaizen (a continuous productivity
improvement philosophy) and Six Sigma methodologies:
 o
    
    Increased productivity;o
    
    Reduced the volumes of queries and referrals significantly;o
    
    Helped recover VAT credit;o
    
    Introduced automated duplication check process to prevent duplicate payments;o
    
    Reconciled significant amounts of long pending inter-company balances; ando
    
    Increased efficiency on reconciliations across entities.
 Research and Analytics Services
   Page 38




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Case Study
    
    
    Fast turnaround on key queries. We developed a blended onsite/offshore delivery model which
helped the client gain a better understanding of strategic and business challenges with an
overnight turnaround.
 
    
    Thinking supplier partnership. We leveraged a resource mix of modeling analysts,
marketing domains and technology experts to support the client on both strategic and tactical
business questions, including portfolio analysis, everyday business questions such as market
size estimation, shopper and consumer insights, identifying consumer need gaps for new
product development and implementing an analytics center of excellence to support account
growth.
 Page 39




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
    
    Ongoing efficiency. We identified a pattern of client requests which drove the automation
and creation template reports, including a unique monitoring report. This report is currently
used in over 35 global markets by the clients senior management team.
 Business Transformation Services
   
 Page 40




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Sales and Marketing
    Clients
    AVIVA
    
    SITABiomet Inc.
    
    T-MobileBritish Airways
    
    TravelocityCentrica plc
    
    United AirlinesFedEx
    
    Virgin Atlantic Airways Ltd.MMC
  Page 41




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Year Ended March 31,2010
    
    2009Below $1.0 million
    
    
    173
    
    
    
    161$1.0 million to $5.0 million
    
    
    36
    
    
    
    40$5.0 million to $10.0 million
    
    
    12
    
    
    
    6More than $10.0 million
    
    
    7
    
    
    
    9
 Competition
  
    
    focused business process outsourcing service companies based in offshore locations
(primarily India), such as Genpact Limited, Firstsource Solutions Ltd. and ExlService
Holdings, Inc.;
 
    
    business process outsourcing divisions of numerous information technology service companies
located in India such as Infosys BPO Ltd (formerly Progeon Ltd) owned by Infosys Technologies
Limited, or Infosys, Tata Consultancy Services Limited, or TCS, and Wipro BPO, owned by Wipro
Technologies Limited; and
 
    
    global companies such as Accenture Ltd., Affiliated Computer Services Inc., Electronic Data
Systems Corporation, a division of Hewlett-Packard, and International Business Machines
Corporation which provide an array of products and services, including broad-based information
technology, software, consulting and business process outsourcing services.
   Intellectual Property
   Page 42




---



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Technology
   Process and Quality Assurance and Risk Management
       Page 43




---



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Human Capital
  Recruiting and Retention
   Training and Development
      Page 44




---



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Regulations
     Enforcement of Civil Liabilities
  
    
    the court which pronounced the judgment has jurisdiction to entertain the case according to
the principles recognized by Jersey law with reference to the jurisdiction of the US courts;
 
    
    the judgment is given on the merits and is final and conclusive  it cannot be
altered by the courts which pronounced it;
 Page 45




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
    
    there is payable pursuant to the judgment a sum of money, not being a sum payable in
respect of tax or other charges of a like nature or in respect of a fine or other penalty;
 
    
    the courts of the US have jurisdiction in the circumstances of the case;
 
    
    the judgment can be enforced by execution in the jurisdiction in which the judgment is
given;
 
    
    the person against whom the judgment is given does not benefit from immunity under the
principles of public international law;
 
    
    there is no earlier judgment in another court between the same parties on the same issues
as are dealt with in the judgment to be enforced;
 
    
    the judgment was not obtained by fraud, duress and was not based on a clear mistake of
fact; and
 
    
    the recognition and enforcement of the judgment is not contrary to public policy in Jersey,
including observance of the principles of natural justice which require that documents in the
US proceeding were properly served on the defendant and that the defendant was given the right
to be heard and represented by counsel in a free and fair trial before an impartial tribunal.
    
    
    recognize or enforce judgments of US courts obtained against us or our directors or
officers predicated upon the civil liability provisions of the securities laws of the US or
any state in the US; or
 
    
    entertain original actions brought in each respective jurisdiction against us or our
directors or officers predicated upon the federal securities laws of the US or any state in
the US.
   Page 46




---



##### Table of Contents




    
    where the judgment has not been pronounced by a court of competent jurisdiction;
 
    
    where the judgment has not been given on the merits of the case;
 
    
    where the judgment appears on the face of the proceedings to be founded on an incorrect
view of international law or a refusal to recognize the law of India in cases where such law
is applicable;
 
    
    where the proceedings in which the judgment was obtained were opposed to natural justice;
 
    
    where the judgment has been obtained by fraud; or
 
    
    where the judgment sustains a claim founded on a breach of any law in force in India.
  C. Organizational Structure
  
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##### Table of Contents



Notes:(1)
    
    WNS (Holdings) Limited made 99.99% capital contribution in WNS Global Services Netherlands
Cooperative U.A. (the Co-op). The remaining 0.01% capital contribution in the Co-op was made
by WNS North America, Inc., to satisfy the regulatory requirement to have a minimum of two
members.(2)
    
    All the shares except one share of WNS Mortgage Services Private Limited are held by WNS
North America, Inc. The remaining one share is held by a nominee shareholder on behalf of WNS
North America, Inc to satisfy the regulatory requirement to have a minimum of two
shareholders.(3)
    
    In August 2009, the following seven then Indian subsidiaries of WNS Global Services Private
Limited, or WNS Global, were merged into WNS Global through a Scheme of Amalgamation approved
by an order of the Bombay High Court passed in August 2009 pursuant to the Indian Companies
Act, 1956: Customer Operational Services (Chennai) Private Limited, Marketics Technologies
(India) Private Limited, Noida Customer Operations Private Limited, NTrance Customer Services
Private Limited, WNS Customer Solutions Private Limited, WNS Customer Solutions Shared
Services Private Limited and WNS Workflow Technologies (India) Private Limited. This Scheme of
Amalgamation became effective on August 27, 2009. In November 2009, WNS (Mauritius) Limited
transferred its shareholding in three of its then subsidiaries, First Offshoring Technologies
Private Limited, Servicesource Offshore Technologies Private Limited and Hi-Tech Offshoring
Services Private Limited, to WNS Global for a cash consideration of Rs. 23.06 million.
Thereafter, these three subsidiaries were merged into WNS Global through a Scheme of
Amalgamation approved by an order of the Bombay High Court passed in March 2010 pursuant to
the Indian Companies Act, 1956. This Scheme of Amalgamation became effective on March 31,
2010.(4)
    
    Formerly known as Flovate Technologies Limited.(5)
    
    Formerly known as Marketics, Inc.(6)
    
    WNS Philippines, Inc is a joint venture company set up between the Co-Op and Advanced Contact
Solutions, Inc., or ACS. ACS has assigned its rights and obligations under the joint venture
agreement in favor of its holding company Paxys Inc, Philippines. The Co-op has a 65%
ownership interest in WNS Philippines Inc.(7)
    
    Formerly known as Call 24-7 Limited.(8)
    
    Formerly known as Aviva Global Services Singapore Pte. Ltd., or Aviva Global. D. Property, Plant and Equipment
  Total Space
    
    Total Number ofLocation
    
    (square feet)
    
    Workstations/Seats
    
    Lease Expiration
    
    Extendable Until(1)Mumbai
    
    
    362,391
    
    
    
    2,844Plant 10
    
    
    
    
    
    
    
    
    
    February 15, 2011
    
    
    N/APlant 11 (old)
    
    
    
    
    
    
    
    
    
    May 31, 2010/
    
    February 28, 2013/January 31, 2011
    
    October 31, 2013Plant 11
    
    
    
    
    
    
    
    
    
    October 23, 2011
    
    July 23, 2014Plant 5
    
    
    
    
    
    
    
    
    
    November 30, 2012
    
    August 31, 2015Airoli(2)
    
    
    
    
    
    
    
    
    
    May 31, 2019
    
    
    N/AGurgaon
    
    
    293,051
    
    
    
    2,107Towers A & B
    
    
    
    
    
    
    
    
    
    April 30, 2014
    
    
    N/A/May 31, 2014
    
    
    N/ATower C
    
    
    
    
    
    
    
    
    
    September 30, 2010
    
    March 31, 2015DLF Building 6(3)
    
    
    
    
    
    
    
    
    
    September 15, 2012/
    
    September 15, 2017/October 31, 2012/
    
    October 31, 2017/August 31, 2013
    
    August 31, 2018
 Page 48




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Total Space
    
    Total Number ofLocation
    
    (square feet)
    
    Workstations/Seats
    
    Lease Expiration
    
    Extendable Until(1)Pune
    
    
    584,364
    
    
    
    5,378Sofotel(4)
    
    
    
    
    
    
    
    
    
    March 31, 2011
    
    
    N/AMagarpatta (5)
    
    
    
    
    
    
    
    
    
    
    N/A
    
    
    N/AWeikfield(6)
    
    
    
    
    
    
    
    
    
    February 14, 2014/
    
    February 14, 2018/April 30, 2014/
    
    April 30, 2018/June 14, 2014
    
    June 14, 2018Nashik
    
    
    88,356
    
    
    
    987Shreeniketan
    
    
    
    
    
    
    
    
    
    June 30, 2010
    
    
    N/AVascon (7)
    
    
    
    
    
    
    
    
    
    October 14, 2013
    
    
    N/ABangalore
    
    
    191,890
    
    
    
    2,005RMZ Continental
    
    
    
    
    
    
    
    
    
    June 14, 2010/
    
    June 14, 2025/October 31, 2010/
    
    October 31, 2025/May 5, 2010
    
    May 5, 2025Chennai
    
    
    82,905
    
    
    
    762RMZ Millenia
    
    
    
    
    
    
    
    
    
    March 31, 2012
    
    August 31, 2048Sri Lanka:
    
    
    33,124
    
    
    
    400Colombo (HNB)
    
    
    
    
    
    
    
    
    
    July 31, 2011
    
    
    N/AUK:
    
    
    26,816
    
    
    
    424Ipswich WNSA
    
    
    
    
    
    
    
    
    
    August 26, 2012
    
    
    N/AIpswich(SFH)-WNSA(8)
    
    
    
    
    
    
    
    
    
    October 31, 2009
    
    
    N/AIpswich-WNSWT
    
    
    
    
    
    
    
    
    
    August 26, 2012
    
    
    N/AMarple-Call-24-7 (9)
    
    
    
    
    
    
    
    
    
    April 3, 2013
    
    
    N/AThe LodgeWNS UK Sales
    
    
    
    
    
    
    
    
    
    December 21, 2014
    
    
    N/ABizAps  Chiswick High Road
    
    
    
    
    
    
    
    
    
    December 31, 2011
    
    
    N/AUS:
    
    
    3,620
    
    
    
    7New York
    
    
    
    
    
    
    
    
    
    May 31, 2011
    
    
    N/ABizAps (10)
    
    
    
    
    
    
    
    
    
    January 31, 2010
    
    
    N/ARomania:
    
    
    26,748
    
    
    
    155Bucharest
    
    
    
    
    
    
    
    
    
    December 31, 2012
    
    See footnote no. 11The Philippines:
    
    
    38,102
    
    
    
    855Superstone
    
    
    
    
    
    
    
    
    
    December 31, 2010
    
    
    N/AEastwood
    
    
    
    
    
    
    
    
    
    August 31, 2015
    
    August 31, 2018Costa Rica
    
    
    11,603
    
    
    
    115San Jose
    
    
    
    
    
    
    
    
    
    September 15, 2011
    
    
    N/A
 
 Notes:N/A means not applicable.(1)
    
    Reflects the expiration date if each of our applicable extension options are exercised.(2)
    
    We expect to commence interior fit out works during the first quarter of fiscal 2011 and
expect to move into these office premises over a period of 18 months commencing in the first
quarter of fiscal 2011.(3)
    
    We completed interior fit out works in a portion of these premises in fiscal 2010 and have
started operations. We expect to carry out interior fit out works on the balance of these
premises in fiscal 2011.(4)
    
    On March 31, 2010, we gave notice to the lessor, informing
him that we do not intend to extend the term of the lease beyond March 31, 2011.(5)
    
    We own these premises.(6)
    
    We have completed interior fit out works in five floors and started operations in this
premises. We expect to commence interior fit out works in the balance three floors of these
premises during the first half of fiscal 2011 and expect to move into the premises over a
period of 18 months.(7)
    
    The operations at our prior Unity delivery center was transferred to our new facility at
Vascon, Nashik in fiscal 2010 and we handed over the Unity premises back to the landlord. We
expect to carry out the interior fit out works in the balance portion of Vascon premises in
fiscal 2011. Page 49




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##### Table of Contents



(8)
    
    Renewal is in progress and expected to be completed by June 2010.(9)
    
    On February 1, 2010, we gave notice to terminate the Marple lease with effect from August 6,
2010. We are also in negotiations to lease a new premise.(10)
    
    Renewal discussions are in progress.(11)
    
    No option to renew unless mutually agreed by the parties in writing.   
 ITEM 4 A. UNRESOLVED STAFF COMMENTS
  
 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
 The following discussion on the financial condition and results of operations of our company should
be read in conjunction with our consolidated financial statements and the related notes included
elsewhere in this annual report. Some of the statements in the following discussion contain
forward-looking statements that involve risks and uncertainties. See Special Note Regarding
Forward-Looking Statements. Our actual results could differ materially from those anticipated in
these forward-looking statements as a result of a number of factors, including, but not limited to,
those described below and elsewhere in this annual report, particularly in the risk factors
described in Item 3 . Key Information  D. Risk Factors.
 Restatement of our Consolidated Financial Statements
     Page 50




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Distinguishing Liabilities from Equity
 Quarter ended December 31, 2009As previouslyreported
    
    Adjustments
    
    As restated(US dollars in thousands)Consolidated Statement of Income impactRevenue
    
    $
    149,114
    
    
    
    (3,274
    )
    
    $
    145,840Cost of revenue
    
    
    113,956
    
    
    
    (3,211
    )
    
    
    110,745Gross profit
    
    
    35,158
    
    
    
    (63
    )
    
    
    35,095Operating income
    
    
    6,486
    
    
    
    (63
    )
    
    
    6,423Income (loss) before income taxes
    
    
    33
    
    
    
    (63
    )
    
    
    (30
    )Provision for income taxes
    
    
    64
    
    
    
    (18
    )
    
    
    46Net loss
    
    
    (31
    )
    
    
    (45
    )
    
    
    (76
    )Net income attributable
to WNS (Holdings) Limited
shareholders
    
    $
    343
    
    
    
    (45
    )
    
    $
    298Earnings per share of ordinary shareBasic
    
    $
    0.01
    
    
    $
    0.00
    
    
    $
    0.01Diluted
    
    $
    0.01
    
    
    $
    0.00
    
    
    $
    0.01
 Quarter ended September 30, 2009As previouslyreported
    
    Adjustments
    
    As restated(US dollars in thousands)Consolidated Statement of Income impactRevenue
    
    $
    153,047
    
    
    $
    (7,070
    )
    
    $
    145,977Cost of revenue
    
    
    116,139
    
    
    
    (7,064
    )
    
    
    109,075Gross profit
    
    
    36,908
    
    
    
    (6
    )
    
    
    36,902Operating income
    
    
    6,729
    
    
    
    (6
    )
    
    
    6,723Income before income taxes
    
    
    1,226
    
    
    
    (6
    )
    
    
    1,220Provision for income taxes
    
    
    227
    
    
    
    (2
    )
    
    
    225Net income
    
    
    999
    
    
    
    (4
    )
    
    
    995Net income attributable
to WNS (Holdings) Limited
shareholders
    
    $
    1,355
    
    
    $
    (4
    )
    
    $
    1,351Earnings per share of ordinary shareBasic
    
    $
    0.03
    
    
    $
    (0.01
    )
    
    $
    0.02Diluted
    
    $
    0.03
    
    
    $
    (0.01
    )
    
    $
    0.02
 Quarter ended June 30, 2009As previouslyreported
    
    Adjustments
    
    As restated(US dollars in thousands)Consolidated Statement of Income impactRevenue
    
    $
    136,695
    
    
    $
    (3,602
    )
    
    $
    133,093Cost of revenue
    
    
    99,509
    
    
    
    (3,561
    )
    
    
    95,948Gross profit
    
    
    37,186
    
    
    
    (41
    )
    
    
    37,145Operating income
    
    
    8,220
    
    
    
    (41
    )
    
    
    8,179Income before income taxes
    
    
    1,280
    
    
    
    (41
    )
    
    
    1,239Provision for income taxes
    
    
    327
    
    
    
    (12
    )
    
    
    315Net income
    
    
    953
    
    
    
    (30
    )
    
    
    923Net income attributable
to WNS (Holdings) Limited
shareholders
    
    $
    1,067
    
    
    $
    (30
    )
    
    $
    1,037Earnings per share of ordinary shareBasic
    
    $
    0.02
    
    
    $
    0.00
    
    
    $
    0.02Diluted
    
    $
    0.02
    
    
    $
    0.00
    
    
    $
    0.02
 Quarter ended March 31, 2009As previouslyreported
    
    Adjustments
    
    As restated(US dollars in thousands)Consolidated Statement of Income impactRevenue
    
    $
    132,513
    
    
    $
    (6,080
    )
    
    $
    126,433Cost of revenue
    
    
    99,887
    
    
    
    (6,209
    )
    
    
    93,678Gross profit
    
    
    32,626
    
    
    
    129
    
    
    
    32,755Operating income
    
    
    7,495
    
    
    
    129
    
    
    
    7,624Income before income taxes
    
    
    3,297
    
    
    
    129
    
    
    
    3,426Provision for income taxes
    
    
    958
    
    
    
    36
    
    
    
    994Net income
    
    
    2,339
    
    
    
    93
    
    
    
    2,432
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##### Table of Contents



Quarter ended March 31, 2009As previouslyreported
    
    Adjustments
    
    As restated(US dollars in thousands)Net income attributable
to WNS (Holdings) Limited
shareholders
    
    $
    2,446
    
    
    $
    93
    
    
    $
    2,539Earnings per share of ordinary shareBasic
    
    $
    0.06
    
    
    $
    0.00
    
    
    $
    0.06Diluted
    
    $
    0.06
    
    
    $
    0.00
    
    
    $
    0.06
 Quarter ended December 31, 2008As previouslyreported
    
    Adjustments
    
    As restated(US dollars in thousands)Consolidated Statement of Income impactRevenue
    
    $
    134,010
    
    
    $
    (3,087
    )
    
    $
    130,923Cost of revenue
    
    
    97,030
    
    
    
    (2,937
    )
    
    
    94,093Gross profit
    
    
    36,980
    
    
    
    (149
    )
    
    
    36,831Operating income
    
    
    10,659
    
    
    
    (149
    )
    
    
    10,510Income before income taxes
    
    
    2,591
    
    
    
    (149
    )
    
    
    2,442Provision for income taxes
    
    
    705
    
    
    
    (42
    )
    
    
    663Net income
    
    
    1,886
    
    
    
    (108
    )
    
    
    1,778Net income attributable
to WNS (Holdings) Limited
shareholders
    
    $
    2,066
    
    
    $
    (108
    )
    
    $
    1,958Earnings per share of ordinary shareBasic
    
    $
    0.05
    
    
    $
    0.00
    
    
    $
    0.05Diluted
    
    $
    0.05
    
    
    $
    0.00
    
    
    $
    0.05
 Quarter ended September 30, 2008As previouslyreported
    
    Adjustments
    
    As restated(US dollars in thousands)Consolidated Statement of Income impactRevenue
    
    $
    149,797
    
    
    $
    (5,032
    )
    
    $
    144,765Cost of revenue
    
    
    114,912
    
    
    
    (5137
    )
    
    
    109,775Gross profit
    
    
    34,885
    
    
    
    105
    
    
    
    34,990Operating income
    
    
    5,569
    
    
    
    105
    
    
    
    5,674Income before income taxes
    
    
    2,074
    
    
    
    105
    
    
    
    2,179Provision for income taxes
    
    
    1,847
    
    
    
    29
    
    
    
    1,876Net income
    
    
    227
    
    
    
    75
    
    
    
    302Net income attributable
to WNS (Holdings) Limited
shareholders
    
    $
    227
    
    
    $
    75
    
    
    $
    302Earnings per share of ordinary shareBasic
    
    $
    0.01
    
    
    $
    0.00
    
    
    $
    0.01Diluted
    
    $
    0.01
    
    
    $
    0.00
    
    
    $
    0.01
 Quarter ended June 30, 2008As previouslyreported
    
    Adjustments
    
    As restated(US dollars in thousands)Consolidated Statement of Income impactRevenue
    
    $
    122,944
    
    
    $
    (4,164
    )
    
    $
    118,780Cost of revenue
    
    
    98,487
    
    
    
    (4,224
    )
    
    
    94,263Gross profit
    
    
    24,457
    
    
    
    61
    
    
    
    24,518Operating income
    
    
    4,791
    
    
    
    61
    
    
    
    4,852Income before income taxes
    
    
    3,131
    
    
    
    61
    
    
    
    3,192Benefit for income taxes
    
    
    (208
    )
    
    
    17
    
    
    
    (191
    )Net income
    
    
    3,339
    
    
    
    44
    
    
    
    3,383Net income attributable
to WNS (Holdings) Limited
shareholders
    
    $
    3,339
    
    
    $
    44
    
    
    $
    3,383Earnings per share of ordinary shareBasic
    
    $
    0.08
    
    
    $
    0.00
    
    
    $
    0.08Diluted
    
    $
    0.08
    
    
    $
    0.00
    
    
    $
    0.08
 Year ended March 31, 2007As previouslyreported
    
    Adjustments
    
    As restated(US dollars in thousands)Consolidated Statement of Income impactRevenue
    
    $
    352,286
    
    
    $
    (6,906
    )
    
    $
    345,380Cost of revenue
    
    
    271,174
    
    
    
    (6,812
    )
    
    
    264,362Gross profit
    
    
    81,112
    
    
    
    (94
    )
    
    
    81,018Operating income
    
    
    26,755
    
    
    
    (94
    )
    
    
    26,661Income before income taxes
    
    
    29,155
    
    
    
    (94
    )
    
    
    29,061Provision for income taxes
    
    
    2,574
    
    
    
    (28
    )
    
    
    2,546Net income
    
    
    26,581
    
    
    
    (66
    )
    
    
    26,515Net income attributable
to WNS (Holdings) Limited
shareholders
    
    $
    26,581
    
    
    $
    (66
    )
    
    $
    26,515Earnings per share of ordinary shareBasic
    
    $
    0.69
    
    
    $
    0.00
    
    
    $
    0.69Diluted
    
    $
    0.65
    
    
    $
    (0.01
    )
    
    $
    0.64
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Year ended March 31, 2006As previouslyreported
    
    Adjustments
    
    As restated(US dollars in thousands)Consolidated Statement of Income impactRevenue
    
    $
    202,809
    
    
    $
    (7,356
    )
    
    $
    195.453Cost of revenue
    
    
    145,730
    
    
    
    (7,194
    )
    
    
    138,536Gross profit
    
    
    57,079
    
    
    
    (162
    )
    
    
    56,917Operating income
    
    
    19,876
    
    
    
    (162
    )
    
    
    19,714Income before income taxes
    
    
    19,903
    
    
    
    (162
    )
    
    
    19,741Provision for income taxes
    
    
    1,574
    
    
    
    (49
    )
    
    
    1,525Net income
    
    
    18,329
    
    
    
    (114
    )
    
    
    18,215Net income attributable
to WNS (Holdings) Limited
shareholders
    
    $
    18,329
    
    
    $
    (114
    )
    
    $
    18,215Earnings per share of ordinary shareBasic
    
    $
    0.56
    
    
    $
    (0.01
    )
    
    $
    0.55Diluted
    
    $
    0.52
    
    
    $
    0.00
    
    
    $
    0.52
 Overview
      For the Year Ended March 31,2010
    
    2009 (Restated)
    
    2008 (Restated)(US dollars in millions)Revenue
    
    $
    582.5
    
    
    $
    520.9
    
    
    $
    438.0Less: Payments to repair centers
    
    
    192.0
    
    
    
    135.9
    
    
    
    147.4Revenue less repair payments
    
    $
    390.5
    
    
    $
    385.0
    
    
    $
    290.6
 Global Economic Conditions
  Page 53




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Our History and Milestones
  
    
    In fiscal 2003, we acquired Town & Country Assistance Limited (which we subsequently
rebranded as WNS Assistance and which is part of WNS Auto Claims BPO, our reportable
segment for financial statement purposes), a UK-based automobile claims handling
company, thereby extending our service portfolio beyond the travel and leisure
industry to include insurance-based automobile claims processing.
    
    In fiscal 2003, we invested in capabilities to begin providing enterprise services,
and research and analytics services to address the requirements of emerging industry
segments in the offshore outsourcing context.
    
    In fiscal 2003 and 2004, we invested in our infrastructure to expand our service
portfolio from data-oriented processing to include complex voice and blended
data/voice service capabilities, and commenced offering comprehensive processes in
the travel and leisure, and banking, financial services and insurance, or BFSI,
industries.
    
    In fiscal 2004, we acquired the health claims management business of Greensnow Inc.
    
    In fiscal 2005, we opened facilities in Gurgaon, India, and Colombo, Sri Lanka,
thereby expanding our operating footprints across India, Sri Lanka and the UK.
    
    In fiscal 2006, we acquired Trinity Partners (which we subsequently merged into our
subsidiary, WNS North America, Inc.), a provider of business process outsourcing
services to financial institutions, focusing on mortgage banking.
    
    In fiscal 2007, we expanded our facilities in Pune, Gurgaon and Mumbai.
    
    In fiscal 2007, we acquired the fare audit services business of PRG Airlines and the
financial accounting business of GHS.
    
    In May 2007, we acquired Marketics, a provider of offshore analytics services.
    
    In June 2007, we acquired Flovate, a company engaged in the development and
maintenance of software products and solutions, which we subsequently renamed as WNS
Workflow Technologies Limited.
    
    In July 2007, we completed the transfer of our delivery center in Sri Lanka to Aviva Global.
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
    
    In January 2008, we launched a 133-seat facility in Bucharest, Romania.
    
    In April 2008, we opened a facility in Manila, the Philippines.
    
    In April 2008, we acquired Chang Limited, an auto insurance claims processing
services provider in the UK through its wholly-owned subsidiary, Call 24-7.
    
    In June 2008, we acquired BizAps, a provider of SAP solutions to optimize the
enterprise resource planning functionality for our finance and accounting processes.
    
    In July 2008, we entered into the transaction with AVIVA consisting of (1) a share
sale and purchase agreement pursuant to which we acquired from AVIVA all the shares
of Aviva Global and (2) the AVIVA master services agreement pursuant to which we are
providing BPO services to AVIVAs UK and Canadian businesses, as described under 
Revenue  Our Contracts.
    
    In November 2009, we opened a facility in San Jose, Costa Rica.
    
    In January 2010, we expanded our facility in Manila, the Philippines.
  Revenue
    Revenue by Top Clients
   Revenue
    
    Revenue Less Repair PaymentsYear Ended March 31,
    
    Year Ended March 31,2009
    
    2008
    
    
    
    
    
    2009
    
    20082010
    
    (Restated)
    
    (Restated)
    
    2010
    
    (Restated)
    
    (Restated)Top five clients
    
    
    53.0
    %
    
    
    53.4
    %
    
    
    56.0
    %
    
    
    45.1
    %
    
    
    46.3
    %
    
    
    42.2
    %Top ten clients
    
    
    64.8
    %
    
    
    67.3
    %
    
    
    67.5
    %
    
    
    58.2
    %
    
    
    60.7
    %
    
    
    56.0
    %Top 20 clients
    
    
    76.5
    %
    
    
    77.9
    %
    
    
    77.5
    %
    
    
    73.5
    %
    
    
    74.2
    %
    
    
    70.8
    %
 Page 55




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Revenue
by Industry
   
    
    travel and leisure;
    
    BFSI (which includes our WNS Auto Claims BPO segment);
    
    emerging businesses (which serves the consumer products,
retail, professional services, pharmaceutical, and media
and entertainment industries using core service
capabilities provided by our finance and accounting
services, and research and analytics services
capabilities); and
    
    industrial and infrastructure which was spun off from
emerging businesses to become a separate business unit in
April 2008.
   Revenue
    
    Revenue Less Repair PaymentsYear Ended March 31,
    
    Year Ended March 31,Business Units
    
    2010
    
    2009 (Restated)
    
    2008 (Restated)
    
    2010
    
    2009 (Restated)
    
    2008 (Restated)Travel and leisure
    
    
    16.3
    %
    
    
    19.6
    %
    
    
    23.6
    %
    
    
    24.3
    %
    
    
    26.5
    %
    
    
    35.6
    %BFSI
    
    
    65.4
    %
    
    
    62.6
    %
    
    
    55.3
    %
    
    
    48.4
    %
    
    
    49.5
    %
    
    
    32.7
    %Industrial and
infrastructure(1)
    
    
    7.6
    %
    
    
    6.9
    %
    
    
    
    
    
    
    11.4
    %
    
    
    9.3
    %
    
    
    Emerging businesses
    
    
    10.7
    %
    
    
    10.9
    %
    
    
    21.1
    %
    
    
    15.9
    %
    
    
    14.7
    %
    
    
    31.7
    %Total
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
 
 Note:(1)
    
    Established as a separate business unit in April 2008, prior to which, it was part of our emerging businesses unit. Revenue by Geography
  Page 56




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Revenue
    
    Revenue Less Repair PaymentsYear Ended March 31,
    
    Year Ended March 31,2010
    
    2009 (Restated)
    
    2008 (Restated)
    
    2010
    
    2009 (Restated)
    
    2008 (Restated)UK
    
    
    58.2
    %
    
    
    55.9
    %
    
    
    49.5
    %
    
    
    55.2
    %
    
    
    58.2
    %
    
    
    50.3
    %Europe (excluding the UK)
    
    
    16.7
    %
    
    
    18.8
    %
    
    
    23.8
    %
    
    
    7.4
    %
    
    
    7.5
    %
    
    
    9.4
    %North America (primarily the US)
    
    
    24.5
    %
    
    
    25.0
    %
    
    
    26.0
    %
    
    
    36.5
    %
    
    
    33.9
    %
    
    
    39.1
    %Rest of World
    
    
    0.6
    %
    
    
    0.3
    %
    
    
    0.7
    %
    
    
    0.9
    %
    
    
    0.4
    %
    
    
    1.2
    %Total
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
 Our Contracts
     
    
    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;
    
    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); and
    
    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.
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Page 58




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
    
    developing a broad client base which has resulted in limited reliance on any particular client;
    
    seeking to balance our revenue base by targeting industries that offer significant offshore
outsourcing potential;
    
    addressing the largest markets for offshore business process outsourcing services, which
provide geographic diversity across our client base; and
    
    focusing our service mix on diverse data, voice and analytical processes, resulting in
enhanced client retention.
 Expenses
  Cost of Revenue
  Page 59




---



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SG&A Expenses
     Amortization of Intangible Assets
  Other
expense (income), net
  Interest Expense
  Operating Data
  Page 60




---



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As of March 31,2010
    
    2009
    
    2008Total headcount
    
    
    21,958
    
    
    
    21,356
    
    
    
    18,104Built up seats(1)
    
    
    15,836
    
    
    
    15,485
    
    
    
    11,062Used seats(1)
    
    
    13,659
    
    
    
    12,456
    
    
    
    8,559Seat utilization rate(2)
    
    
    1.4
    
    
    
    1.4
    
    
    
    1.6
 
 Notes:(1)
    
    Built up seats refer to the total number of production
seats (excluding support functions like Finance, Human
Resource and Administration) that are set up in any
premises. Used seats refer to the number of built up
seats that are being used by employees. The remainder
would be termed vacant seats. The vacant seats would
get converted into used seats when we acquire a new
client or increase headcount.(2)
    
    The seat utilization rate is calculated by dividing the
total headcount by the number of built up seats to show
the rate at which we are able to utilize our built up
seats. The decrease in seat utilization during fiscal
2009 was due to the acquisition of Aviva Global where
seat utilization was lower as compared to the seat
utilization of the rest of WNS. Foreign Exchange
 Exchange Rates
   Page 61




---



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Currency Regulation
    Income Taxes
      Page 62




---



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Critical Accounting Policies
  Page 63




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Revenue Recognition
       Page 64




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Reporting Revenue Gross as a Principal
versus Net as an Agent.
 Share-based Compensation
 Stock
Compensation
      Page 65




---



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Business Combinations
   Impairment of Goodwill, Intangible Assets and Property and Equipment
  Intangible Goodwill and others
 
    Page 66




---



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Income Taxes
 Income Taxes
       Page 67




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Derivative Financial Instruments
 
 Fair value measurements
 Fair Value Measurements and Disclosures
  
    
    Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
    
    Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or
indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for
identical or similar assets or liabilities in markets that are not active.
    
    Level 3: Unobservable inputs that reflect the reporting entitys own assumptions.
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Results of Operations
  Revenue
    
    Revenue Less Repair PaymentsYear Ended March 31,
    
    Year Ended March 31,2010
    
    2009(Restated)
    
    2008(Restated)
    
    2010
    
    2009(Restated)
    
    2008(Restated)Unaudited
    
    Unaudited
    
    UnauditedCost of revenue
    
    
    75.4
    %
    
    
    75.2
    %
    
    
    78.0
    %
    
    
    63.3
    %
    
    
    66.5
    %
    
    
    66.8
    %Gross profit
    
    
    24.6
    %
    
    
    24.8
    %
    
    
    22.0
    %
    
    
    36.7
    %
    
    
    33.5
    %
    
    
    33.2
    %Operating expenses:SG&A
    
    
    14.8
    %
    
    
    14.5
    %
    
    
    16.6
    %
    
    
    22.1
    %
    
    
    19.6
    %
    
    
    25.0
    %Amortization of
intangibles assets
    
    
    5.6
    %
    
    
    4.8
    %
    
    
    0.7
    %
    
    
    8.3
    %
    
    
    6.5
    %
    
    
    1.0
    %Impairment of
goodwill, intangibles
and other assets
    
    
    
    
    
    
    
    
    
    
    3.5
    %
    
    
    
    
    
    
    
    
    
    
    5.3
    %Operating income
    
    
    4.2
    %
    
    
    5.5
    %
    
    
    1.2
    %
    
    
    6.3
    %
    
    
    7.4
    %
    
    
    1.9
    %Other expense (income),
net
    
    
    1.2
    %
    
    
    1.1
    %
    
    
    (2.1
    )%
    
    
    1.8
    %
    
    
    1.5
    %
    
    
    (3.2
    )%Interest expense
    
    
    2.4
    %
    
    
    2.3
    %
    
    
    
    
    
    
    3.5
    %
    
    
    3.1
    %
    
    
    Provision for income taxes
    
    
    0.2
    %
    
    
    0.6
    %
    
    
    1.2
    %
    
    
    0.3
    %
    
    
    0.9
    %
    
    
    1.8
    %Net income
    
    
    0.5
    %
    
    
    1.5
    %
    
    
    2.2
    %
    
    
    0.7
    %
    
    
    2.1
    %
    
    
    3.3
    %Net loss attributable to
redeemable noncontrolling interest
    
    
    0.2
    %
    
    
    0.1
    %
    
    
    
    
    
    
    0.3
    %
    
    
    0.1
    %
    
    
    Net income attributable
to WNS shareholders
    
    
    0.6
    %
    
    
    1.6
    %
    
    
    2.2
    %
    
    
    1.0
    %
    
    
    2.1
    %
    
    
    3.3
    %
  Year Ended March 31,2010
    
    2009(Restated)
    
    2008(Restated)Revenue
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Less: Payments to repair centers
    
    
    33.0
    %
    
    
    26.1
    %
    
    
    33.6
    %Revenue less repair payments
    
    
    67.0
    %
    
    
    73.9
    %
    
    
    66.4
    %
 Fiscal 2010 Compared to Fiscal 2009 (Restated)
 Revenue
 Revenue Less Repair Payments.
 Page 69




---



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Cost of Revenue.
 Gross Profit.
 SG&A Expenses.
 Amortization of Intangible Assets.
 Operating Income.
 Other Expenses (Income), Net.
 Interest Expenses.
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---



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Provision for Income Taxes.
 Net Income .
 Net loss attributable to redeemable noncontrolling interest.
 Net Income attributable to WNS Shareholders.
 Fiscal 2009 (Restated) Compared to Fiscal 2008 (Restated)
 Revenue
 Revenue Less Repair Payments.
 Cost of Revenue.
 Page 71




---



##### Table of Contents



Gross Profit.
 SG&A Expenses.
 Amortization of Intangible Assets.
 Impairment of Goodwill, Intangibles and Other Assets.
 Operating Income.
 Other Expenses (Income), Net.
 Interest Expenses.
 Provision for Income Taxes.
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---



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Net Income .
 Net loss attributable to redeemable noncontrolling interest
 Net Income attributable to WNS Shareholders
 Results by Reportable Segment
 Disclosures about
Segments of an Enterprise and Related Information,
   
  Page 73




---



##### Table of Contents



Year Ended March 31,2010
    
    2009(Restated)
    
    2008(Restated)WNS Global
    
    
    WNS Auto
    
    
    WNS Global
    
    
    WNS Auto
    
    
    WNS Global
    
    
    WNS AutoBPO
    
    
    Claims BPO
    
    
    BPO
    
    
    Claims BPO
    
    
    BPO
    
    
    Claims BPO(US dollars in millions)Segment revenue(1)
    
    $
    341.5
    
    
    $
    242.1
    
    
    $
    322.9
    
    
    $
    198.7
    
    
    $
    261.2
    
    
    $
    177.9Less: Payments to repair centers
    
    
    
    
    
    
    191.9
    
    
    
    
    
    
    
    135.9
    
    
    
    
    
    
    
    147.4Revenue less repair payments(1)
    
    
    341.5
    
    
    
    50.1
    
    
    
    322.9
    
    
    
    62.9
    
    
    
    261.2
    
    
    
    30.5Cost of revenue(2)
    
    
    210.4
    
    
    
    34.3
    
    
    
    213.1
    
    
    
    39.9
    
    
    
    181.7
    
    
    
    11.1Other costs(3)
    
    
    68.6
    
    
    
    5.8
    
    
    
    58.9
    
    
    
    6.4
    
    
    
    61.0
    
    
    
    5.0Segment operating income
    
    
    62.5
    
    
    
    10.0
    
    
    
    50.9
    
    
    
    16.5
    
    
    
    18.5
    
    
    
    14.4Other expense (income) net
    
    
    9.1
    
    
    
    (2.1
    )
    
    
    6.1
    
    
    
    (0.5
    )
    
    
    (7.9
    )
    
    
    (1.3
    )Interest expense
    
    
    13.8
    
    
    
    0.1
    
    
    
    11.2
    
    
    
    0.6
    
    
    
    
    
    
    
    Segment income before income taxes
    
    
    39.7
    
    
    
    12.0
    
    
    
    33.6
    
    
    
    16.4
    
    
    
    26.4
    
    
    
    15.7(Provision) benefit for income taxes
    
    
    1.9
    
    
    
    (2.9
    )
    
    
    0.3
    
    
    
    (3.6
    )
    
    
    (0.3
    )
    
    
    (4.9
    )Segment income
    
    $
    41.5
    
    
    $
    9.2
    
    
    $
    33.9
    
    
    $
    12.8
    
    
    $
    26.1
    
    
    $
    10.8
 
 Notes:(1)
    
    Segment revenue and revenue less repair payments
include inter-segment revenue of $1.1 million for
fiscal 2010, $0.7 million for fiscal 2009 and $1.1
million for fiscal 2008.(2)
    
    Cost of revenue includes inter-segment expenses of $1.1
million for fiscal 2010, $0.7 million for fiscal 2009
and $1.1 million for fiscal 2008, and excludes
stock-based compensation expenses of $3.7 million for
fiscal 2010, $3.6 million for fiscal 2009 and $2.4
million for fiscal 2008, which are not allocable
between our segments.(3)
    
    Excludes stock-based compensation expenses (including related
fringe benefit tax) of $11.9
million for fiscal 2010, $10.2 million for fiscal 2009
and $6.7 million for fiscal 2008, which are not
allocable between our segments. SG&A expenses comprise
other costs and stock-based compensation expenses.  WNS Global BPO
 Segment Revenue.
   Segment Operating Income.
  Page 74




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Segment
Income.
    Page 75




---



##### Table of Contents



WNS Auto Claims BPO
 Segment Revenue.
 
 Segment Operating Income.
  Page 76




---



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Segment Net Income.
        Quarterly Results
  Fiscal 2010
    
    Fiscal 2009(Restated)Three Months Ended
    
    Three Months EndedMarch
    
    December
    
    September
    
    June
    
    March
    
    December
    
    September
    
    June2010
    
    2009
    
    2009
    
    2009
    
    2009
    
    2008
    
    2008
    
    2008(Restated)
    
    (Restated)
    
    (Restated)
    
    (Restated)
    
    (Restated)
    
    (Restated)
    
    (Restated)(Unaudited, US dollars in millions)Revenue(1)
    
    $
    157.6
    
    
    $
    145.8
    
    
    $
    146.0
    
    
    $
    133.1
    
    
    $
    126.4
    
    
    $
    130.9
    
    
    $
    144.8
    
    
    $
    118.8Cost of revenue
    
    
    123.5
    
    
    
    110.7
    
    
    
    109.1
    
    
    
    95.9
    
    
    
    93.7
    
    
    
    94.1
    
    
    
    109.8
    
    
    
    94.3Gross profit
    
    
    34.1
    
    
    
    35.1
    
    
    
    36.9
    
    
    
    37.1
    
    
    
    32.8
    
    
    
    36.8
    
    
    
    35.0
    
    
    
    24.5Operating expenses:SG&A expenses
    
    
    22.8
    
    
    
    20.6
    
    
    
    22.1
    
    
    
    20.8
    
    
    
    17.1
    
    
    
    18.9
    
    
    
    21.3
    
    
    
    18.2Amortization of intangibles assets
    
    
    8.1
    
    
    
    8.1
    
    
    
    8.1
    
    
    
    8.2
    
    
    
    8.0
    
    
    
    7.4
    
    
    
    8.0
    
    
    
    1.5
 Page 77




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Fiscal 2010
    
    Fiscal 2009(Restated)Three Months Ended
    
    Three Months EndedMarch
    
    December
    
    September
    
    June
    
    March
    
    December
    
    September
    
    June2010
    
    2009
    
    2009
    
    2009
    
    2009
    
    2008
    
    2008
    
    2008(Restated)
    
    (Restated)
    
    (Restated)
    
    (Restated)
    
    (Restated)
    
    (Restated)
    
    (Restated)(Unaudited, US dollars in millions)Operating income (loss)
    
    
    3.2
    
    
    
    6.4
    
    
    
    6.7
    
    
    
    8.2
    
    
    
    7.6
    
    
    
    10.5
    
    
    
    5.7
    
    
    
    4.9Other expense (income), net
    
    
    (0.8
    )
    
    
    2.9
    
    
    
    2.1
    
    
    
    2.8
    
    
    
    (0.3
    )
    
    
    4.1
    
    
    
    0.3
    
    
    
    1.5Interest expense
    
    
    2.8
    
    
    
    3.5
    
    
    
    3.4
    
    
    
    4.1
    
    
    
    4.5
    
    
    
    4.0
    
    
    
    3.2
    
    
    
    0.1Provisions
(benefits) for income taxes
    
    
    0.4
    
    
    
    0.0
    
    
    
    0.2
    
    
    
    0.3
    
    
    
    1.0
    
    
    
    0.7
    
    
    
    1.9
    
    
    
    (0.2
    )Net income (loss)
    
    
    0.8
    
    
    
    (0.1
    )
    
    
    1.0
    
    
    
    0.9
    
    
    
    2.4
    
    
    
    1.8
    
    
    
    0.3
    
    
    
    3.4Net loss attributable to redeemable noncontrolling interest
    
    
    0.2
    
    
    
    0.4
    
    
    
    0.4
    
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.2
    
    
    
    
    
    
    
    Net income attributable to WNS shareholders
    
    
    1.0
    
    
    
    0.3
    
    
    
    1.4
    
    
    
    1.0
    
    
    
    2.5
    
    
    
    2.0
    
    
    
    0.3
    
    
    
    3.4
  Fiscal 2010
    
    Fiscal 2009(Restated)Three Months Ended
    
    Three Months EndedMarch
    
    December
    
    September
    
    June
    
    March
    
    December
    
    September
    
    June2010
    
    2009
    
    2009
    
    2009
    
    2009
    
    2008
    
    2008
    
    2008(Restated)
    
    (Restated)
    
    (Restated)
    
    (Restated)
    
    (Restated)
    
    (Restated)
    
    (Restated)(Unaudited)Gross profit
as a percentage of
revenue
    
    
    21.6
    %
    
    
    24.1
    %
    
    
    25.3
    %
    
    
    27.9
    %
    
    
    25.9
    %
    
    
    28.1
    %
    
    
    24.2
    %
    
    
    20.6
    %Operating income
(loss) as a
percentage of
revenue
    
    
    2.1
    %
    
    
    4.4
    %
    
    
    4.6
    %
    
    
    6.1
    %
    
    
    6.0
    %
    
    
    8.0
    %
    
    
    3.9
    %
    
    
    4.1
    %Gross profit as a
percentage of
revenue less repair
payments
    
    
    35.2
    %
    
    
    36.5
    %
    
    
    37.0
    %
    
    
    37.9
    %
    
    
    34.5
    %
    
    
    37.1
    %
    
    
    32.2
    %
    
    
    29.9
    %Operating income
(loss) as a
percentage of
revenue less repair
payments
    
    
    3.3
    %
    
    
    6.7
    %
    
    
    6.7
    %
    
    
    8.4
    %
    
    
    8.0
    %
    
    
    10.6
    %
    
    
    5.2
    %
    
    
    5.9
    %
 Page 78




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Fiscal 2010
    
    Fiscal 2009(Restated)Three Months Ended
    
    Three Months EndedMarch
    
    December
    
    September
    
    June
    
    March
    
    December
    
    September
    
    June2010
    
    2009
    
    2009
    
    2009
    
    2009
    
    2008
    
    2008
    
    2008(Restated)
    
    (Restated)
    
    (Restated)
    
    (Restated)
    
    (Restated)
    
    (Restated)
    
    (Restated)(Unaudited, US dollars in millions)Revenue
    
    $
    157.6
    
    
    $
    145.8
    
    
    $
    146.0
    
    
    $
    133.1
    
    
    $
    126.4
    
    
    $
    130.9
    
    
    $
    144.8
    
    
    $
    118.8Less: Payments to
repair centers
    
    
    60.9
    
    
    
    49.5
    
    
    
    46.3
    
    
    
    35.2
    
    
    
    31.4
    
    
    
    31.7
    
    
    
    36.1
    
    
    
    36.7Revenue less
repair payments
    
    $
    96.7
    
    
    $
    96.3
    
    
    $
    99.7
    
    
    $
    97.9
    
    
    $
    95.0
    
    
    $
    99.2
    
    
    $
    108.7
    
    
    $
    82.1
 
 Note:(1)
    
    The financial information for the quarters from and
including the quarter ended June 2008 reflects the
acquisitions of BizAps in June 2008. The financial
information for the quarters from and including the
quarter ended September 2008 reflects our acquisition
of Aviva Global in July 2008. Contractual Obligations
  Payments Due By PeriodTotal
    
    
    Less than 1 Year
    
    
    1-3 Years
    
    
    3-5 Years
    
    
    More than 5 Years(US dollars in thousands)Term Loan
    
    $
    135,000
    
    
    $
    40,000
    
    
    $
    95,000
    
    
    $
    
    
    
    $
    Operating leases
    
    
    92,856
    
    
    
    20,449
    
    
    
    28,471
    
    
    
    22,186
    
    
    
    21,750Purchase obligations
    
    
    2,673
    
    
    
    2,673
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    230,529
    
    
    $
    63,122
    
    
    $
    123,471
    
    
    $
    22,186
    
    
    $
    21,750
  Off-Balance Sheet Arrangements
  Tax Assessment Orders
    Page 79




---



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Liquidity and Capital Resources
      Page 80




---



##### Table of Contents



Page 81




---



##### Table of Contents



Outstanding Loans
      Cash Flows from Operating Activities
   Page 82




---



##### Table of Contents



Cash Flows from Investing Activities
   Cash Flows from Financing Activities
    New Accounting Pronouncements
 Multiple-Deliverable Revenue Arrangements
 Page 83




---



##### Table of Contents



Adoption of New Accounting Principles
 Improving Disclosures about Fair Value Measurements,
 Generally
Accepted Accounting Principles
 Distinguishing Liabilities from Equity,
 Subsequent Events.
 Business
Combinations (revised
2007). Business Combinations
 Income Taxes
 Recognition and Presentation of
Other-Than-Temporary Impairments. Determining Fair Value When the Volume and Level of Activity for the Asset or
Liability has Significantly Decreased and Identifying Transactions that are Not Orderly Interim Disclosures About Fair Value of Financial Instruments.
 Page 84




---



##### Table of Contents



Disclosures about Fair Value of Financial Instruments
 Employers
Disclosures about
Postretirement Benefit Plan Assets
 
 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
 A. Directors and Executive Officers
   Name
    
    Age
    
    DesignationDirectorsEric B. Herr(1)(2)(3)(4)
    
    
    62
    
    
    Non-Executive ChairmanKeshav R. Murugesh (5)
    
    
    46
    
    
    Director and Group Chief Executive OfficerJeremy Young
    
    
    44
    
    
    DirectorDeepak S. Parekh(3)(7)
    
    
    65
    
    
    DirectorRichard O. Bernays(2)(4)(8)
    
    
    67
    
    
    DirectorAnthony Armitage Greener(2)(3)(6)
    
    
    70
    
    
    DirectorExecutive OfficersKeshav Murugesh (5)
    
    
    46
    
    
    Group Chief Executive OfficerAlok Misra
    
    
    43
    
    
    Group Chief Financial OfficerJ.J. Selvadurai
    
    
    51
    
    
    Managing Director - EuropeSteve Reynolds
    
    
    49
    
    
    Managing Director - North America
 
 Notes:(1)
    
    Appointed as Chairman of the Board with effect from December 17, 2009 in place of Ramesh
Shah. Mr. Shah resigned from the services of our company and as a director of the Board with
effect from March 29, 2010.(2)
    
    Member of our nominating and corporate governance committee.(3)
    
    Member of our compensation committee.(4)
    
    Member of our audit committee.(5)
    
    Keshav R. Murugesh was appointed as the Group Chief Executive Officer of our company with
effect from February 19, 2010.(6)
    
    Appointed as Chairman of our audit committee with effect from December 17, 2009 in place of
Eric B. Herr.(7)
    
    Chairman of our nominating and corporate governance committee. Mr. Parekh also served as a member of our audit committee from July 2006 to May 31, 2010.(8)
    
    Chairman of our compensation committee.    Directors
 Eric B. Herr
 Page 85




---



##### Table of Contents



Keshav R. Murugesh
 Jeremy
Young
 Deepak S. Parekh
 Richard O. Bernays
 Sir Anthony Armitage Greener
 Page 86




---



##### Table of Contents



Executive Officers
  Alok Misra
 J.J. Selvadurai
 Steve Reynolds
 B. Compensation
 Compensation Discussion and Analysis
 Compensation Objectives
   Page 87




---



##### Table of Contents




    
    Pay for Performance:We design compensation to pay for performance in order to provide for
better compensation against higher performance levels; conversely, where individual
performance and/or our company performance falls short of expectations, the programs should
deliver lower compensation. In periods of temporary downturns in our performance, our programs
continue to ensure that successful, high-performing employees remain motivated and committed.
 
    
    External Market Dynamics; Linked with Shareholder Value:Our equity-based compensation is
awarded to employees with higher levels of responsibility and greater influence on long-term
results, thereby making a significant portion of their total compensation dependent on
long-term share appreciation.
 
    
    Pay Differentiation: Based on Individual Performance and our Performance. As employees
progress in the hierarchy of our company, they will be able to more directly affect the
company results. Therefore, an increasing proportion of their pay is linked to company
performance and shareholder value.
 
    
    Competitiveness Value of the Job in the Marketplace:In order to attract and retain a
highly skilled work force, we remain competitive with the pay of other employers who compete
with us for talent in the relevant markets.
 Assessment Processes
  
    
    Assessment of Company Performance:Financial performance measures are used to determine a
significant portion of the size of payouts under our cash incentive bonus program. The
financial performance measures, adopted on improving both top-line revenues and bottom-line
earnings, are pre-established by our compensation committee annually at the beginning of the
fiscal year and are applied uniformly across the company. When the pre-determined financial
measures are achieved as set forth in our annual plan, employees who are eligible for cash
incentive bonuses receive amounts that are at target. The cash incentive bonus for each senior
management who has responsibility for a business unit is also tied to the financial
performance of the business unit headed by such senior managers. These measures reflect targets that
are intended to be aggressive but attainable. The remainder of an individuals payout under
our cash incentive bonus program is determined by individual performance. Our senior management refers to our business unit and enabling unit leaders.
 
    
    Assessment of Individual Performance:The evaluation of an individuals performance
determines a portion of the size of payouts under our cash incentive bonus program and also
influences any changes in base salary. At the beginning of each fiscal year, our compensation
committee, along with our Group Chief Executive Officer, set the respective performance
objectives for the fiscal year for the executive officers and senior management. The
performance objectives are initially proposed by our Group Chief Executive Officer and
modified by our compensation committee based on the performance assessment conducted for the
preceding fiscal year and also looking at targets for the current fiscal year. Every
evaluation metric is supplemented with key performance indicators. At the end of the fiscal
year, our Group Chief Executive Officer discusses respective achievement of the
pre-established objectives as well as the senior managements contribution to our companys
performance and other leadership accomplishments. This evaluation is shared with our
compensation committee and then with our executive officers and senior management. After the
discussion, our compensation committee, in discussion with our Group Chief Executive Officer,
assigns a corresponding numerical performance rating that translates into specific payouts
under our cash incentive bonus program and also influences any changes in base salary.
 Benchmarking and Use of Compensation Consultant
  Page 88




---



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
    
    Cognizant Technology Solutions;
 
    
    EXL Service Holdings;
 
    
    First Source solutions Limited;
 
    
    Genpact Limited;
 
    
    Infosys Technologies Limited;
 
    
    Syntel Inc.;
 
    
    Tata Consultancy Services Limited; and
 
    
    Wipro Limited.
     Components of Executive Compensation for Fiscal 2010
  
    
    Base salary or, in the case of executive officers based in India, fixed compensation;
 
    
    Cash bonus;
 
    
    Equity incentives of RSUs;
 
    
    Benefits and perquisites; and
 
    
    Severance benefits.
    Base Salary
  Page 89




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##### Table of Contents



Cash Bonus
    
    
    Adjusted net income, or net income attributable to WNS shareholders excluding amortization of
intangible assets, share-based compensation, gain/loss attributable to redeemable noncontrolling
interest;
 
    
    Operating margins;
 
    
    Fiscal fourth quarter results;
 
    
    Support cross sell and corporate initiatives; and
 
    
    People attrition rate.
    Bonus Targets:
 Equity Incentives
   Restricted
Share Units (RSUs)
   Page 90




---



##### Table of Contents



Total RSUs Granted

    
    Vesting Schedule628,923
    
    
    
    20% will vest at the end of first year, another 20% at
the end of second year and the balance at the end of third year260,000
    
    
    
    20% will vest at the end of first year, another 35% at
the end of second year and the balance at the end of third year40,000
    
    
    
    Vested immediately upon grant928,923
 Benefits and Perquisites
  
    
    Medical insurance;
 
    
    Accident and life insurance;
 
    
    Retirement benefits as mandated by law (such as provident fund in India, 401(k) in the US,
pension in the UK);
 
    
    Telephone expenses reimbursement;
 
    
    Company provided car;
 
    
    Fuel and maintenance for car;
 
    
    Leased residential accommodation; and
 
    
    Relocation benefits (as individually negotiated in their employment agreements).
  Severance Benefits
    
    
    Accelerated vesting of equity awards. All granted but unvested share options and RSUs
would immediately vest and become exercisable by our executive officers subject to certain
conditions set out in the applicable equity incentive plans.
 
    
    Severance and notice payment.Eligible terminated executive officers receive severance and
notice payments as reflected in their individual employment agreements.
 Page 91




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##### Table of Contents




    
    Benefit continuation.Eligible terminated executive officers receive basic employee
benefits such as health and life insurance and other perquisites as reflected in their
individual employment agreements.
 Compensation of Directors and Executive Officers
   Name
    
    Salary
    
    Bonus
    
    Other BenefitsKeshav R. Murugesh(1)
    
    $
    68,100
    
    
    $
    421,674
    
    
    $
    3,480Neeraj Bhargava(2)
    
    $
    440,000
    
    
    $
    188,173
    
    
    $
    89,869Ramesh Shah(3)
    
    $
    700,000
    
    
    $
    563,314
    
    
    $
    154,960Anup Gupta(4)
    
    $
    330,137
    
    
    $
    868,022
    
    
    $
    16,968Alok Misra
    
    $
    300,756
    
    
    $
    77,287
    
    
    $
    15,499Eric Selvadurai
    
    $
    288,000
    
    
    $
    129,267
    
    
    $
    58,146Steve Reynolds
    
    $
    310,000
    
    
    $
    49,243
    
    
    $
    54,921
 
 Notes:(1)
    
    Keshav R. Murugesh joined our company as Group Chief Executive Officer effective from
February 19, 2010. He was also appointed as a Director of our
company. He was paid a joining bonus which is refundable to our company
in case he resigns within the first year of joining us.(2)
    
    With effect from January 31, 2010, Neeraj Bhargava resigned as Group Chief Executive
Officer and Director of our company. Mr. Bhargava had assumed the role of Strategic Advisor
from February 1, 2010 until April 30, 2010.(3)
    
    With effect from December 17, 2010, Ramesh Shah stepped
down as Chairman and served as vice-chairman of the Board until
March 29, 2010 when he resigned from our company. Bonus includes
payment of a severance bonus.(4)
    
    With effect from March 26, 2010, Anup Gupta resigned as an executive officer of our
company. Bonus includes
payment of a severance bonus. Compensation paid to Non-executive Directors
  Grant of RSUs to Directors
   Page 92




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##### Table of Contents



Employment
Agreements of our Executive Director
   a.
    
    In the case where the termination occurs during the first year from the effective date of the
employment agreement, he would be eligible to receive (i) his base salary for a period of 30
months from the effective date of termination in monthly installment in arrears; and (ii) the
bonus for the period of 30 months on the basis of his target bonus as set in the year in which
the termination occurs, such bonus shall be paid along with the payment of accrued obligations
(as defined in the employment agreement);
 b.
    
    In the case where the termination occurs during second year from the effective date of the
employment agreement, he would be eligible to receive (i) his base salary for a period of 18
months from the effective date of termination in monthly installment in arrears; and (ii) the
bonus for the period of 18 months on the basis of target bonus as set in the year in which the
termination occurs, such bonus would be paid along with the payment of accrued obligations (as
defined in the employment agreement);
 c.
    
    In the case where the termination occurs during the years after the second year from the
effective date of the employment agreement, he would be eligible to receive (i) his base
salary for a period of 12 months from the effective date of termination in monthly installment
in arrears; and (ii) his target bonus for the year in which the termination occurs, such bonus
would be paid along with the payment of accrued obligations (as defined in the employment
agreement).
  Options and Restricted Share Units Granted
  Position
    
    Employee Name
    
    Date of Grant
    
    RSUs
    
    
    Expiration DateDirectors
    
    Deepak Parekh
    
    4-May-09
    
    
    5,929
    
    
    3-May-19Eric Herr
    
    4-May-09
    
    
    5,929
    
    
    3-May-1920-Jan-10
    
    
    35,000
    
    
    19-Jan-20Keshav R. Murugesh(1)
    
    19-Feb-10
    
    
    300,000
    
    
    18-Feb-20Ramesh Shah(2)
    
    4-May-09
    
    
    46,667
    
    
    3-May-19Richard Oliver Bernays
    
    4-May-09
    
    
    5,929
    
    
    3-May-19Sir Anthony greener
    
    4-May-09
    
    
    5,929
    
    
    3-May-19Directors Total
    
    
    
    
    
    
    405,383Executive Officers
    
    Alok Misra
    
    4-May-09
    
    
    37,975
    
    
    3-May-19Anup Gupta(3)
    
    4-May-09
    
    
    42,247
    
    
    3-May-19Eric Selvadurai
    
    4-May-09
    
    
    32,400
    
    
    3-May-19Steve Reynolds
    
    4-May-09
    
    
    23,251
    
    
    3-May-19Executive Officers Total
    
    
    
    
    135,873Grand Total
    
    
    
    
    
    
    541,256
 Page 93




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##### Table of Contents



Note:(1)
    
    Keshav R. Murugesh joined our company as Group Chief Executive Officer effective from
February 19, 2010. He was also appointed as a Director of our company.(2)
    
    With effect from December 17, 2010, Ramesh Shah stepped
down as Chairman and served as vice-chairman of the Board until
March 29, 2010 when he resigned from our company.(3)
    
    With effect from March 26, 2010, Anup Gupta resigned as
an executive officer of our company. Employee Benefit Plans
  Provident
Fund
  US
Savings Plan
  UK
Pension Scheme
  Gratuity
  Compensated
Absence
  2002 Stock Incentive Plan
  Page 94




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##### Table of Contents



Administration
 Eligibility.
 Stock Options.
 Corporate Transactions.
 Amendment.
 Transferability of Stock Options.
 Number of Shares Authorized;
 Amended and Restated 2006 Incentive Award Plan
  Page 95




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##### Table of Contents



Shares Available for Awards.
 Administration.
 Eligibility.
 Awards
 Options:
 Restricted Shares.
 Share Appreciation Rights
 Page 96




---



##### Table of Contents



Performance Shares and Performance Shares Units
 Share Payments
 Deferred Shares
 Restricted Share Units
 Performance Bonus Awards
 Performance-Based Awards
 Adjustments
 Change in Control
 Vesting of Full Value Awards
 Non-transferability
 Page 97




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##### Table of Contents



Withholding.
 Termination or Amendment
 Outstanding Awards
 C. Board Practices
 Composition of the Board of Directors
     
    
    Class I, whose term will expire at the annual general meeting to be held in fiscal 2011;
    
    Class II, whose term will expire at the annual general meeting to be held in fiscal 2012; and
    
    Class III, whose term will expire at the annual general meeting to be held in fiscal 2013.
  
    
    Class I: Sir Anthony Armitage Greener and Mr. Richard O. Bernays;
    
    Class II *: Mr. Keshav R. Murugesh; and
    
    Class III: Mr. Jeremy Young, Mr. Eric B. Herr and Mr. Deepak S. Parekh.
 *
    
    Mr. Ramesh Shah and Mr. Neeraj Bhargava both were class II directors and they resigned as
directors from our company with effect from March 29, 2010 and January 31, 2010, respectively.
   Page 98




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##### Table of Contents



Board Leadership Structure and Board Oversight of Risk
  Boards Role in Risk Oversight
    Committees of the Board
  Audit Committee
  
    
    to serve as an independent and objective party to monitor our
financial reporting process and internal control systems;
    
    to review and appraise the audit efforts of our independent
accountants and exercise ultimate authority over the relationship
between us and our independent accountants; and
    
    to provide an open avenue of communication among the independent
accountants, financial and senior management and the board of
directors.
 Page 99




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##### Table of Contents



www.wns.com Information
contained in
our website does not constitute a part of this annual report.
  Compensation Committee
  www.wns.com Information
contained in our website does not constitute a part of this annual report.
  Nominating and Corporate Governance Committee
  
    
    to assist the board of directors by identifying individuals
qualified to become board members and members of board committees,
to recommend to the board of directors nominees for the next annual
meeting of shareholders, and to recommend to the board of directors
nominees for each committee of the board of directors;
    
    to monitor our corporate governance structure; and
    
    to periodically review and recommend to the board of directors any
proposed changes to the corporate governance guidelines applicable
to us.
 www.wns.com Information contained in our website does not constitute a part of this annual report.
    Page 100




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##### Table of Contents



Executive Sessions
   D. Employees
  E. Share Ownership
  Number of Ordinary Shares Beneficially OwnedName
    
    Number
    
    
    PercentDirectorsKeshav Murugesh
    
    
    
    
    
    
    Jeremy Young(1) (3)
    
    
    21,366,644
    
    
    
    48.52
    %Eric B. Herr
    
    
    20,656
    
    
    
    0.05
    %Deepak S. Parekh
    
    
    20,656
    
    
    
    0.05
    %Richard O. Bernays
    
    
    20,656
    
    
    
    0.05
    %Anthony Armitage Greener
    
    
    20,191
    
    
    
    0.05
    %Executive OfficersAlok Misra
    
    
    46,749
    
    
    
    0.11
    %J.J. Selvadurai(2)
    
    
    301,425
    
    
    
    0.68
    %Steve Reynolds
    
    
    17,187
    
    
    
    0.04
    %All our directors and executive
officers as a group (nine
persons)(3)
    
    
    21,814,164
    
    
    
    49.53
    %
 
 Notes:(1)
    
    Jeremy Young is a
director of our company
and a Managing Director
and member of Warburg
Pincus LLC. All shares
indicated as owned by Mr.
Young was a result of his
affiliation with the
Warburg Pincus entities.
Mr. Young disclaims
beneficial ownership of
all shares held by the
Warburg Pincus entities.(2)
    
    Of the 301,425 shares
beneficially owned by
J.J. Selvadurai, 251,666
shares are indirectly
held via a trust which is
controlled by Mr.
Selvadurai.(3)
    
    Includes the shares
beneficially owned by
Jeremy Young, nominee
director of Warburg
Pincus, because of his
affiliation with the
Warburg Pincus entities.
Mr. Young disclaims
beneficial ownership of
all shares held by the
Warburg Pincus entities. Page 101




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##### Table of Contents



Options Summary
    
    RSU SummaryNumberNumber of
    
    
    
    
    
    
    
    
    
    
    
    
    
    ofshares
    
    
    
    
    
    
    
    
    
    
    
    
    
    sharesunderlying
    
    
    
    
    
    
    
    
    
    
    
    
    
    underlyingunexercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    RSUsNumber of
    
    
    
    
    
    options
    
    
    
    
    
    
    
    
    
    Number of
    
    that willshares
    
    
    
    
    
    that will
    
    Number of
    
    
    
    
    
    shares
    
    vest in
    
    Number ofunderlying
    
    
    
    
    
    vest in
    
    shares
    
    
    
    
    
    underlying
    
    next 60
    
    sharesunexercised
    
    
    
    
    
    next 60
    
    underlying
    
    
    
    
    
    RSUs held
    
    days
    
    underlyingbut
    
    
    
    
    
    days from
    
    options
    
    
    
    
    
    that have
    
    from
    
    RSUs heldvested
    
    Exercise
    
    May 31,
    
    that have
    
    Exercise
    
    vested but
    
    May 31,
    
    that haveName
    
    options
    
    price
    
    2010
    
    not vested
    
    price
    
    unexercised
    
    2010
    
    not vestedDirectorsKeshav R. Murugesh
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    260,000Jeremy Young
    
    
    
    
    
    
    Eric B. Herr
    
    
    14,000
    
    
    $
    20.00
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,8061,333
    
    
    $
    22.98
    
    
    
    
    
    
    
    667
    
    
    $
    22.98Deepak S. Parekh
    
    
    14,000
    
    
    $
    20.00
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,8061,333
    
    
    $
    22.98
    
    
    
    
    
    
    
    667
    
    
    $
    22.98Richard O.
Bernays
    
    
    14,000
    
    
    $
    28.87
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,8061,333
    
    
    $
    22.98
    
    
    
    
    
    
    
    667
    
    
    $
    22.98Anthony Armitage
Greener
    
    
    9,333
    
    
    $
    28.48
    
    
    
    4,667
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,2711,333
    
    
    $
    22.98
    
    
    
    
    
    
    
    667
    
    
    $
    22.98Executive OfficersAlok Misra
    
    
    8,840
    
    
    $
    15.32
    
    
    
    
    
    
    
    4,420
    
    
    $
    15.32
    
    
    
    37,909
    
    
    
    
    
    
    
    66,004J.J. Selvadurai
    
    
    20,000
    
    
    $
    20.00
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,532
    
    
    
    
    
    
    
    36,0195,000
    
    
    $
    30.218,227
    
    
    $
    27.75Steve Reynolds
    
    
    2,083
    
    
    $
    28.47
    
    
    
    1,042
    
    
    
    
    
    
    
    
    
    
    
    4,650
    
    
    
    7,994
    
    
    
    33,094
 Page 102




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##### Table of Contents



ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
 A. Major Shareholders
  Name of Beneficial Owner
    
    Number of Shares Beneficially Owned
    
    Percentage Beneficially Owned(1)Warburg Pincus(2)
    
    
    21,366,644
    
    
    
    48.52
    %FMR LLC(3)
    
    
    5,355,211
    
    
    
    12.16
    %Nalanda India Fund Limited(4)
    
    
    5,211,410
    
    
    
    11.83
    %Columbia Wanger Asset Management,
L.P.(5)
    
    
    5,185,299
    
    
    
    11.77
    %
 
 Notes:(1)
    
    Based on an aggregate of 44,039,723 ordinary shares outstanding as of May 31,
2010.(2)
    
    Information is based on a report on Schedule 13G jointly filed with the Commission on
August 22, 2006 by Warburg Pincus Private Equity VIII, L.P., or WP VIII, Warburg Pincus
International Partners, L.P., or WPIP, Warburg Pincus Netherlands International Partners I,
CV, or WP Netherlands, Warburg, Pincus Partners, LLC, or WPP LLC, Warburg, Pincus & Co., or
Warburg Pincus, and Warburg Pincus LLC, or WP LLC. The sole general partner of each of WP
VIII, WPIP and WP Netherlands is WPP LLC. WPP LLC is managed by Warburg Pincus. WP LLC manages
each of WP VIII, WPIP and WP Netherlands. Charles R. Kaye and Joseph P. Landy are each
Managing General Partners of Warburg Pincus and Co-President and Managing Members of WP LLC.
Each of Warburg Pincus, WPP LLC, WP LLC, Mr. Kaye and Mr. Landy disclaims beneficial ownership
of the ordinary shares except to the extent of any indirect pecuniary interest therein.(3)
    
    Information is based on a report on Amendment No. 4 to Schedule 13G jointly filed with the
Commission on February 16, 2010 by FMR LLC, Edward C. Johnson 3d, Fidelity Management &
Research Company and Fidelity Mid Cap Stock Fund. Edward C. Johnson 3d is the Chairman of FMR
LLC. Fidelity Management & Research Company, a wholly owned subsidiary of FMR LLC, is the
investment adviser to Fidelity Mid Cap Stock Fund.(4)
    
    Information is based on a report on Schedule 13G filed with the Commission on January 13,
2010 by Nalanda India Fund Limited.(5)
    
    Information is based on a report on Amendment No. 2 to Schedule 13G jointly filed with the
Commission on February 10, 2010 by Columbia Wanger Asset Management, L.P. and Columbia Acorn
Trust.  
    
    FMR LLC reported its percentage ownership of our ordinary shares to be 10.264% in a report
on Schedule 13G jointly filed with the Commission on June 19, 2007, 14.999% in a report on
Amendment No. 1 to Schedule 13G jointly filed with the Commission on February 14, 2008, 9.49%
in a report on Amendment No. 3 to Schedule 13G jointly filed with the Commission on February
17, 2009 and 12.641% (based on the then number of our ordinary shares reported as outstanding
at that time) in a report on Amendment No. 4 to Schedule 13G jointly filed with the Commission
on February 16, 2010.
 
    
    Nalanda India Fund Limited reported its percentage ownership of our ordinary shares to be
5.25% in a report on Schedule 13G filed with the Commission on March 20, 2008, 9.86% in a
report on Amendment No. 1 to Schedule 13G filed with the Commission on February 9, 2009 and
12.3% (based on the then number of our ordinary shares reported as outstanding at that time)
in reports on Schedule 13G filed with the Commission on February 10, 2009 and January 13,
2010.
 Page 103




---



##### Table of Contents




    
    Columbia Wanger Asset Management, L.P. reported its percentage ownership of our ordinary
shares to be Columbia 8.16% in a report on Schedule 13G filed with the Commission on February
5, 2009, 10.05% in a report on Amendment No. 1 to Schedule 13G filed with the Commission on
March 9, 2009 and 12.2% (based on the then number of our ordinary shares reported as
outstanding at that time) in a report on Amendment No. 2 to Schedule 13G filed with the
Commission on February 10, 2010.
 
    
    Tiger Global Management, LLC reported that it owned 6.6% of our ordinary shares in a report
on Amendment No. 1 to Schedule 13G filed with the Commission on February 12, 2009 and
thereafter divested its entire interest in a report on Amendment No. 2 to Schedule 13G filed
with the Commission on February 12, 2010.
 
    
    Lone Spruce, L.P., Lone Balsam, Lone Sequoia, Lone Pine Associates LLC, Lone Pine Capital
LLC (which we refer to collectively herein as Lone Capital) and Stephen F. Mandel reported
Lone Pine Associatess ownership of 1.0%, Lone Pine Capitals ownership of 4.4% and Mr.
Mandels ownership of 5.4% of our ordinary shares in a report on Schedule 13G jointly filed
with the Commission on August 17, 2007 by Lone Capital and Mr. Mandel. Lone Capital and Mr.
Mandel thereafter in a report on Amendment No. 1 to Schedule 13G jointly filed with the
Commission on February 14, 2008 reported that they ceased to own more than 5% of our ordinary
shares. Lone Pine Associates, the general partner of Lone Spruce, Lone Sequoia and Lone
Balsam, has the power to direct the affairs of Lone Spruce, Lone Sequoia and Lone Balsam. Mr.
Mandel is the Managing Member of each of Lone Pine Associates and Lone Pine Capital and in
such capacity directs their operations.
   Related Party Transactions
    .
 Page 104




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##### Table of Contents



C. Interests of Experts and Counsel
  
 ITEM 8. FINANCIAL INFORMATION
 A. Consolidated Statements and Other Financial Information
  Legal Proceedings
     Page 105




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##### Table of Contents



Dividend Policy
  
    
    immediately following the date on which the distribution is proposed to be made, we will be
able to discharge our liabilities as they fall due; and
 
    
    having regard to our prospects and to the intentions of our directors with respect to the
management of our business and to the amount and character of the financial resources that
will in their view be available to us, we will be able to continue to carry on business and we
will be able to discharge our liabilities as they fall due until the expiry of the period of
12 months immediately following the date on which the distribution is proposed to be made or
until we are dissolved under Article 150 of the 1991 Law, whichever first occurs.
   B. Significant Changes
  Page 106




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##### Table of Contents



ITEM 9. THE OFFER AND LISTING
 A. Offer and Listing Details
   Price per ADS on NYSEHigh
    
    LowFiscal Year:2007(1)
    
    $
    35.83
    
    
    $
    20.792008
    
    $
    29.85
    
    
    $
    12.812009
    
    $
    20.00
    
    
    $
    3.102010
    
    $
    17.25
    
    
    $
    5.10Fiscal Quarter:2009First quarter
    
    $
    20.00
    
    
    $
    15.60Second quarter
    
    $
    18.30
    
    
    $
    9.34Third quarter
    
    $
    11.54
    
    
    $
    5.16Fourth quarter
    
    $
    7.95
    
    
    $
    3.102010First quarter
    
    $
    10.40
    
    
    $
    5.10Second quarter
    
    $
    16.50
    
    
    $
    8.39Third quarter
    
    $
    17.25
    
    
    $
    11.59Fourth quarter
    
    $
    15.95
    
    
    $
    10.12Month:October 2009
    
    $
    17.25
    
    
    $
    11.59November 2009
    
    $
    16.49
    
    
    $
    13.29December 2009
    
    $
    15.50
    
    
    $
    14.04January 2010
    
    $
    15.95
    
    
    $
    13.06February 2010
    
    $
    15.49
    
    
    $
    14.76March 2010
    
    $
    15.61
    
    
    $
    10.12April 2010
    
    $
    13.38
    
    
    $
    10.68May 2010
    
    $
    12.30
    
    
    $
    9.78
 
 Note:(1)
    
    From July 26, 2006 following the completion of our initial public offering on the NYSE. B. Plan of Distribution
  C. Markets
  D. Selling Shareholders
  E. Dilution
  Page 107




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##### Table of Contents



F. Expenses of the Issue
  
 ITEM 10. ADDITIONAL INFORMATION
 A. Share Capital
  B. Memorandum and Articles of Association
 General
     Share Capital
  Capacity
 ultra vires
 Page 108




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##### Table of Contents



Changes in Capital or our Memorandum and Articles of Association
  
    
    increase our authorized or paid-up share capital;
 
    
    consolidate and divide all or any part of our shares into shares of a
larger amount than is fixed by our Memorandum of Association;
 
    
    sub-divide all or any part of our shares into shares of smaller amount
than is fixed by our Memorandum of Association;
 
    
    convert any of our issued or unissued shares into shares of another class;
 
    
    convert all our issued par value shares into no par value shares and vice versa;
 
    
    convert any of our paid-up shares into stock, and reconvert any stock into any
number of paid-up shares of any denomination;
    
    convert any of our issued limited shares into redeemable shares which can be redeemed;
 
    
    cancel shares which, at the date of passing of the resolution, have not
been taken or agreed to be taken by any person, and diminish the amount of
the authorized share capital by the amount of the shares so cancelled;
 
    
    reduce our issued share capital; or
 
    
    alter our Memorandum or Articles of Association.
 General Meetings of Shareholders
    
    
    the consideration of our annual financial statements and report of our directors and auditors;
    
    the election of directors (if necessary);
    
    the appointment of auditors and the fixing of their remuneration;
    
    the sanction of dividends; and
    
    the transaction of any other business of which notice has been given.
  Page 109




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##### Table of Contents



Voting Rights
    Shareholder Resolutions
    Dividends
       Ownership Limitations
  Page 110




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##### Table of Contents



Transfer of Shares
   
    
    it is in respect of a share which is fully paid-up;
 
    
    it is in respect of only one class of shares;
 
    
    it is in favor of a single transferee or not more than four joint transferees;
 
    
    it is duly stamped, if so required; and
 
    
    it is delivered for registration to our registered office for the time
being or another place that we may from time to time determine accompanied
by the certificate for the shares to which it
relates and any other evidence as we may reasonably require to prove the right
of the transferor or person renouncing to make the transfer or renunciation.
 Share Register
  Variation of Rights
 mutatis mutandis,
 pari passu
 Capital Calls
 provided that
  Page 111




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##### Table of Contents



Borrowing Powers
  Issue of Shares and Preemptive Rights
   Directors Powers
  Meetings of the Board of Directors
 provided that provided further that
   Remuneration of Directors
  Page 112




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##### Table of Contents



Directors Interests in Contracts
  Restrictions on Directors Voting
  Number of Directors
  Directors Appointment, Resignation, Disqualification and Removal
   Page 113




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##### Table of Contents



Capitalization of Profits and Reserves
   Unclaimed Dividends
  Indemnity, Limitation of Liability and Officers Liability Insurance
       Page 114




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##### Table of Contents



Distribution of Assets on a Winding-up
   Other Jersey Law Considerations
 Purchase of Own Shares
    Mandatory Purchases and Acquisitions
   Compromises and Arrangements
   Page 115




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##### Table of Contents



No Pre-Emptive Rights
  No Mandatory Offer Requirements
  Non-Jersey Shareholders
  Rights of Minority Shareholders
   Jersey Law and our Memorandum and Articles of Association
  
    
    controlling possible conflicts of interests between us and our directors,
such as loans by us or directors, and contracts between us and our directors
other than a duty on directors to disclose an interest in any transaction to
be entered into by us or any of our subsidiaries which to a material extent
conflicts with our interest;
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
    
    specifically requiring particulars to be shown in our accounts of the
amount of loans to officers or directors emoluments and pensions, although
these would probably be required to be shown in our accounts in conformity
to the requirement that accounts must be prepared in accordance with
generally accepted accounting principles;
 
    
    requiring us to file details of charges other than charges of Jersey realty; or
 
    
    as regards statutory preemption provisions in relation to further issues of shares.
 Comparison of Shareholders Rights
   Corporate Law Issue
    
    Delaware Law
    
    Jersey LawSpecial Meetings of Shareholders
    
    Shareholders of a
Delaware
corporation
generally do not
have the right to
call meetings of
shareholders unless
that right is
granted in the
certificate of
incorporation or
by-laws. However,
if a corporation
fails to hold its
annual meeting
within a period of
30 days after the
date designated for
the annual meeting,
or if no date has
been designated for
a period of 13
months after its
last annual
meeting, the
Delaware Court of
Chancery may order
a meeting to be
held upon the
application of a
shareholder.
    
    Under the 1991 Law,
directors shall,
notwithstanding
anything in a
Jersey companys
articles of
association, call a
general meeting on
a shareholders
requisition. A
shareholders
requisition is a
requisition of
shareholders
holding not less
than one-tenth of
the total voting
rights of the
shareholders of the
company who have
the right to vote
at the meeting
requisitioned.
Failure to call an
annual general
meeting in
accordance with the
requirements of the
1991 Law is a
criminal offense on
the part of a
Jersey company and
its directors. The
JFSC may, on the
application of any
officer, secretary
or shareholder
call, or direct the
calling of, an
annual general
meeting.
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Corporate Law Issue
    
    Delaware Law
    
    Jersey LawInterested Director Transactions
    
    Interested director
transactions are
not voidable if (i)
the material facts
as to the
interested
directors
relationship or
interests are
disclosed or are
known to the board
of directors and
the board in good
faith authorizes
the transaction by
the affirmative
vote of a majority
of the
disinterested
directors, (ii) the
material facts are
disclosed or are
known to the
shareholders
entitled to vote on
such transaction
and the transaction
is specifically
approved in good
faith by vote of
the majority of
shares entitled to
vote on the matter
or (iii) the
transaction is fair
as to the
corporation as of
the time it is authorized, approved
or ratified by the
board of directors,
a committee or the
shareholders.
    
    A director of a
Jersey company who
has an interest in
a transaction
entered into or
proposed to be
entered into by the
company or by a
subsidiary which
conflicts or may
conflict with the
interests of the
company and of
which the director
is aware, must
disclose the
interest to the
company. Failure to
disclose an
interest entitles
the company or a
member to apply to
the court for an
order setting aside
the transaction
concerned and
directing that the
director account to
the company for any
profit. A
transaction is not
voidable and a
director is not
accountable
notwithstanding a
failure to disclose
if the transaction
is confirmed by
special resolution and the
nature and extent of
the directors
interest in the
transaction are
disclosed in
reasonable detail in
the notice calling
the meeting at which
the resolution is
passed. Without
prejudice to its
power to order that
a director account
for any profit, a
court shall not set
aside a transaction
unless it is
satisfied that the
interests of third
parties who have
acted in good faith
thereunder would not
thereby be unfairly
prejudiced and the
transaction was not
reasonable and fair
in the interests of
the company at the
time it was entered
into.
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Corporate Law Issue
    
    Delaware Law
    
    Jersey LawCumulative Voting
    
    Delaware law does
not require that a
Delaware corporation
provide for
cumulative voting.
However, the
certificate of
incorporation of a
Delaware corporation
may provide that
shareholders of any
class or classes or
of any series may
vote cumulatively
either at all
elections or at
elections under
specified
circumstances.
    
    There are no
provisions in the
1991 Law relating to
cumulative voting.Approval of Corporate
Matters by Written
Consent
    
    Unless otherwise
specified in a
Delaware
corporations
certificate of
incorporation,
action required or
permitted to be
taken by
shareholders at an
annual or special
meeting may be taken
by shareholders
without a meeting,
without notice and
without a vote, if
consents in writing
setting forth the
action, are signed
by shareholders with
not less than the
minimum number of
votes that would be
necessary to
authorize the action
at a meeting. All
consents must be
dated. No consent is
effective unless,
within 60 days of
the earliest dated
consent delivered to
the corporation,
written consents
signed by a
sufficient number of
holders to take
action are delivered
to the corporation.
    
    Insofar as the
memorandum or
articles of a Jersey
company do not make
other provision in
that behalf,
anything which may
be done at a meeting
of the company
(other than remove
an auditor) or at a
meeting of any class
of its shareholders
may be done by a
resolution in
writing signed by or
on behalf of each
shareholder who, at
the date when the
resolution is deemed
to be passed, would
be entitled to vote
on the resolution if
it were proposed at
a meeting. A
resolution shall be
deemed to be passed
when the instrument,
or the last of
several instruments,
is last signed or on
such later date as
is specified in the
resolution.Business Combinations
    
    With certain
exceptions, a
merger,
consolidation or
sale of all or
substantially all
the assets of a
Delaware corporation
must be approved by
the board of
directors and a
majority of the
outstanding shares
entitled to vote
thereon.
    
    A sale or disposal
of all or
substantially all
the assets of a
Jersey company must
be approved by the
board of directors
and, only if the
Articles of
Association of the
company require, by
the shareholders in
general meeting. A
merger between two
or more Jersey
companies must be
documented in a
merger agreement
which must be
approved by special
resolution of each
of the companies
merging.
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Corporate Law Issue
    
    Delaware Law
    
    Jersey LawLimitations on Directors Liability
    
    A Delaware corporation may include in
its certificate of incorporation
provisions limiting the personal
liability of its directors to the
corporation or its shareholders for
monetary damages for many types of
breach of fiduciary duty. However,
these provisions may not limit
liability for any breach of the duty
of loyalty, acts or omissions not in
good faith or that involve intentional
misconduct or a knowing violation of
law, the authorization of unlawful
dividends, shares repurchases or
shares barring redemptions, or any
transaction from which a director
derived an improper personal benefit.
Moreover, these provisions would not
be likely to bar claims arising under
US federal securities laws.
    
    The 1991 Law does not contain any
provisions permitting Jersey
companies to limit the liability
of directors for breach of
fiduciary duty. Any provision,
whether contained in the articles
of association of, or in a
contract with, a Jersey company
or otherwise, whereby the company
or any of its subsidiaries or any
other person, for some benefit
conferred or detriment suffered
directly or indirectly by the
company, agrees to exempt any
person from, or indemnify any
person against, any liability
which by law would otherwise
attach to the person by reason of
the fact that the person is or
was an officer of the company is
void (subject to what is said
below).Indemnification of Directors and
Officers
    
    A Delaware corporation may indemnify a
director or officer of the corporation
against expenses (including attorneys
fees), judgments, fines and amounts
paid in settlement actually and
reasonably incurred in defense of an
action, suit or proceeding by reason
of his or her position if (i) the
director or officer acted in good
faith and in a manner he or she
reasonably believed to be in or not
opposed to the best interests of the
corporation and (ii) with respect to
any criminal action or proceeding, the
director or officer had no reasonable
cause to believe his or her conduct
was unlawful.
    
    The prohibition referred to above
does not apply to a provision for
exempting a person from or
indemnifying the person against
(a) any liabilities incurred in
defending any proceedings
(whether civil or criminal) (i)
in which judgment is given in the
persons favor or the person is
acquitted, (ii) which are
discontinued otherwise than for
some benefit conferred by the
person or on the persons behalf
or some detriment suffered by the
person, or (iii) which are
settled on terms which include
such benefit or detriment and, in
the opinion of a majority of the
directors of the company
(excluding any director who
conferred such benefit or on
whose behalf such benefit was
conferred or who suffered such
detriment), the person was
substantially successful on the
merits in the persons resistance
to the proceedings, (b) any
liability incurred otherwise than
to the company if the person
acted in good faith with a view
to the best interests of the
company, (c) any liability
incurred in connection with an
application made to the court for
relief from liability for
negligence, default, breach of
duty or breach of trust under
Article 212 of the 1991 Law in
which relief is granted to the
person by the court or (d) any
liability against which the
company normally maintains
insurance for persons other than
directors.
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Corporate Law Issue
    
    Delaware Law
    
    Jersey LawAppraisal Rights
    
    A shareholder of a Delaware corporation
participating in certain major
corporate transactions may, under
certain circumstances, be entitled to
appraisal rights pursuant to which the
shareholder may receive cash in the
amount of the fair value of the shares
held by that shareholder (as
determined by a court) in lieu of the
consideration the shareholder would
otherwise receive in the transaction.
    
    The 1991 Law does not confer upon
shareholders any appraisal rights.Shareholder Suits
    
    Class actions and derivative actions
generally are available to the
shareholders of a Delaware corporation
for, among other things, breach of
fiduciary duty, corporate waste and
actions not taken in accordance with
applicable law. In such actions, the
court has discretion to permit the
winning party to recover attorneys
fees incurred in connection with such
action.
    
    Under Article 141 of the 1991
Law, a shareholder may apply to
court for relief on the ground
that a companys affairs are
being conducted or have been
conducted in a manner which is
unfairly prejudicial to the
interests of its shareholders
generally or of some part of its
shareholders (including at least
the shareholder making the
application) or that an actual or
proposed act or omission by the
company (including an act or
omission on its behalf) is or
would be so prejudicial. There
may also be common law personal
actions available to
shareholders. Under Article 143
of the 1991 Law (which sets out
the types of relief a court may
grant in relation to an action
brought under Article 141 of the
1991 Law), the court may make an
order regulating the affairs of a
company, requiring a company to
refrain from doing or continuing
to do an act complained of,
authorizing civil proceedings and
providing for the purchase of
shares by a company or by any of
its other shareholders.Inspection of Books and Records
    
    All shareholders of a Delaware
corporation have the right, upon
written demand under oath stating the
purpose thereof, to inspect or obtain
copies of the corporations shares
ledger and its other books and records
for any proper purpose.
    
    The register of shareholders and
books containing the minutes of
general meetings or of meetings
of any class of shareholders of a
Jersey company must during
business hours be open to the
inspection of a shareholder of
the company without charge. The
register of directors and
secretaries must during business
hours (subject to such reasonable
restrictions as the company may
by its articles or in general
meeting impose, but so that not
less than two hours in each
business day be allowed for
inspection) be open to the
inspection of a shareholder or
director of the company without
charge.
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Corporate Law Issue
    
    Delaware Law
    
    Jersey LawAmendments to Charter
    
    Amendments to the
certificate of
incorporation of a
Delaware corporation
require the
affirmative vote of
the holders of a
majority of the
outstanding shares
entitled to vote
thereon or such
greater vote as is
provided for in the
certificate of
incorporation; a
provision in the
certificate of
incorporation
requiring the vote
of a greater number
or proportion of the
directors or of the
holders of any class
of shares than is
required by Delaware
corporate law may
not be amended,
altered or repealed
except by such
greater vote.
    
    The memorandum and
articles of
association of a
Jersey company may
only be amended by
special resolution
(being a two-third
majority if the
articles of
association of the
company do not
specify a greater
majority) passed by
shareholders in
general meeting or
by written
resolution signed by
all the shareholders
entitled to vote.
 Transfer Agent and Registrar
  C. Material Contracts
  Share Sale and Purchase Agreement, dated July 11, 2008, relating to the sale and
purchase of shares
in Aviva Global Services Singapore Pte. Ltd. between Aviva International Holdings Limited and WNS
Capital Investment Limited.
  Master Services Agreement, dated July 11, 2008, between Aviva Global Services
(Management Services)
Private Limited and WNS Capital Investment Limited.
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Amended and Restated Facility Agreement, effective as of April 14, 2009, by and among
(1) WNS
(Mauritius) Limited, as the Borrower, (2) WNS (Holdings) Limited and its subsidiaries named as
guarantors therein, or collectively the Guarantors, (3) ICICI Bank UK Plc, as Agent, (4) ICICI Bank
UK Plc, ICICI Bank Canada, DBS Bank Ltd. and The Hong Kong and Shanghai Banking Corporation, as
Arrangers, (5) the Lenders named therein, (6) Morgan Walker Solicitors LLP, as Security Trustee,
and (7) ICICI Bank UK Plc and HSBC Bank (Mauritius) Ltd, as Account Banks.
       Share Purchase Agreement, dated April 20, 2007, by and among Marketics Technologies
(India) Private
Limited, WNS (Mauritius) Limited, Mr. Vinay Mishra, Mr. S. Ramakrishan, Mr. Shankar Maruwada and
the other selling shareholders named therein.
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Leave and License Agreement dated December 29, 2006 between Sofotel Software Services
Private
Limited and WNS Global Services Private Ltd.
  Leave and License Agreement dated May 30, 2006 between Godrej & Boyce
Manufacturing Company Ltd.
and WNS Global Services Private Limited with respect to Plant 11.
  Lease Deed dated January 25, 2006 between DLF Cyber City and WNS Global Services
Private Limited.
  Leave and License Agreements dated November 10, 2005 between Godrej & Boyce
Manufacturing Company
Ltd. and WNS Global Services Private Limited with respect to Plant 10.
  Lease Deed dated March 10, 2005 between DLF Cyber City and WNS Global Services
Private Limited.
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Employment Agreement dated February 1, 2010 between Keshav R. Murugesh and WNS Global
Services Pvt.
Limited.
 Please see Item 6. Directors, Senior Management and Employees  B.
Compensation  Employment Agreement of our Executive Director.
 D. Exchange Controls
  Exchange Rates
   Fiscal Year:
    
    Period End(1)
    
    Average(2)
    
    High
    
    Low2005
    
    Rs.  43.62
    
    
    Rs.                44.87
    
    
    Rs.      46.45
    
    
    Rs.      43.272006
    
    
    44.48
    
    
    
    44.21
    
    
    
    46.26
    
    
    
    43.052007
    
    
    43.10
    
    
    
    45.06
    
    
    
    46.83
    
    
    
    42.782008
    
    
    40.02
    
    
    
    40.13
    
    
    
    43.05
    
    
    
    38.482009
    
    
    50.98
    
    
    
    45.84
    
    
    
    51.96
    
    
    
    39.732010
    
    
    44.95
    
    
    
    47.39
    
    
    
    50.48
    
    
    
    44.942011(till May 31, 2010)
    
    
    46.31
    
    
    
    45.07
    
    
    
    47.49
    
    
    
    44.10
 
 Notes:(1)
    
    The spot rate at each period end and the average rate for each period may differ from the
exchange rates used in the preparation of financial statements included elsewhere in this
annual report.(2)
    
    Represents the average of the spot rate on the last day of each month during the period.  Month:
    
    High
    
    LowSeptember 2009
    
    Rs.      49.05
    
    
    Rs.      47.75October 2009
    
    
    47.72
    
    
    
    46.00November 2009
    
    
    47.37
    
    
    
    46.06December 2009
    
    
    46.85
    
    
    
    46.00January 2010
    
    
    46.35
    
    
    
    45.35
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Month:
    
    High
    
    LowFebruary 2010
    
    
    46.79
    
    
    
    45.97March 2010
    
    
    46.01
    
    
    
    44.94April 2010
    
    
    44.79
    
    
    
    44.10May 2010
    
    
    47.49
    
    
    
    44.46
  Fiscal Year:
    
    Period End(1)
    
    Average(2)
    
    High
    
    Low2005
    
    £
    0.53
    
    
    £
    0.54
    
    
    £
    0.57
    
    
    £
    0.512006
    
    
    0.57
    
    
    
    0.56
    
    
    
    0.58
    
    
    
    0.522007
    
    
    0.51
    
    
    
    0.52
    
    
    
    0.58
    
    
    
    0.502008
    
    
    0.50
    
    
    
    0.50
    
    
    
    0.52
    
    
    
    0.472009
    
    
    0.70
    
    
    
    0.58
    
    
    
    0.73
    
    
    
    0.502010
    
    
    0.66
    
    
    
    0.63
    
    
    
    0.69
    
    
    
    0.592011 (till May 31,2010)
    
    
    0.69
    
    
    
    0.67
    
    
    
    0.70
    
    
    
    0.65
 
 Notes:(1)
    
    The spot rate at each period end and the average rate for each period may differ from the
exchange rates used in the preparation of financial statements included elsewhere in this
annual report.(2)
    
    Represents the average of the spot rate on the last day of each month during the period.  Month:
    
    High
    
    LowSeptember 2009
    
    £
    0.63
    
    
    £
    0.60October 2009
    
    
    0.63
    
    
    
    0.60November 2009
    
    
    0.61
    
    
    
    0.60December 2009
    
    
    0.63
    
    
    
    0.60January 2010
    
    
    0.63
    
    
    
    0.61February 2010
    
    
    0.66
    
    
    
    0.63March 2010
    
    
    0.67
    
    
    
    0.65April 2010
    
    
    0.66
    
    
    
    0.65May 2010
    
    
    0.70
    
    
    
    0.66
 E. Taxation
 Jersey Tax Consequences
 General
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Taxation of Dividends
   Taxation of Capital Gains and Estate and Gift Tax
  US Federal Income Taxation
   Page 127




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
    
    banks;
 
    
    certain financial institutions;
 
    
    insurance companies;
 
    
    broker dealers;
 
    
    traders that elect to mark-to-market;
 
    
    tax-exempt entities;
 
    
    persons liable for alternative minimum tax;
 
    
    real estate investment trusts;
 
    
    regulated investment companies;
 
    
    US expatriates;
 
    
    persons holding ADSs or ordinary shares as part of a straddle, hedging, conversion or
integrated transaction;
 
    
    persons that actually or constructively own 10% or more of our voting stock; or
 
    
    persons holding ADSs or ordinary shares through partnerships or other pass-through
entities.
  US HOLDERS OF OUR ADSs OR ORDINARY SHARES ARE URGED TO CONSULT THEIR TAX ADVISORS ABOUT THE
APPLICATION OF THE US FEDERAL TAX RULES TO THEIR PARTICULAR CIRCUMSTANCES AS WELL AS THE STATE AND
LOCAL AND NON-US TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR ADSs OR
ORDINARY SHARES.
  
    
    a citizen or resident of the US;
 
    
    a corporation (or other entity taxable as a corporation) organized under the laws of the
United States, any State thereof or the District of Columbia;
 
    
    an estate whose income is subject to US federal income taxation regardless of its source;
or
 
    
    a trust that (1) is subject to the primary supervision of a court within the United States
and the control of one or more US persons for all substantial decisions of the trust or (2)
has a valid election in effect under applicable US Treasury regulations to be treated as a US
person.
   Page 128




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Distributions
     Sale or Other Disposition of ADSs or Ordinary Shares
   Passive Foreign Investment Company
  
    
    at least 75% of its gross income is passive income, or
 
    
    at least 50% of its assets (determined on the basis of a quarterly average) is attributable
to assets that produce or are held for the production of passive income.
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
    
    the excess distribution or gain will be allocated ratably over your holding period for the
ADSs or ordinary shares,
 
    
    the amount allocated to the current taxable year, and any taxable year prior to the first
taxable year in which we became a PFIC, will be treated as ordinary income, and
 
    
    the amount allocated to each other year will be subject to tax at the highest tax rate in
effect for that year and the interest charge normally applicable to underpayments of tax will
be imposed on the resulting tax attributable to each such year.
     de minimis
  Page 130




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US Information Reporting and Backup Withholding
    F. Dividends and Paying Agents
  G. Statement by Experts
  H. Documents on Display
  www.sec.gov
 I. Subsidiary Information
  
 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 A. General
   Page 131




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B. Risk Management Procedures
  Components of Market Risk
 Exchange Rate Risk
    Interest Rate Risk
  
 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
 D. American Depositary Shares
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Type of Service
    
    Fees1.
    
    
    Issuance of ADSs, including upon the
deposit of ordinary shares or to any person
to whom an ADS distribution is made
pursuant to share dividends or other free
distributions of shares, bonus
distributions, share splits or other
distributions (except where converted to
cash)
    
    $5.00 per 100 ADSs
(or any portion
thereof)2.
    
    
    Surrender of ADSs for cancellation and
withdrawal of ordinary shares underlying
such ADSs (including cash distributions
made pursuant to a cancellation or
withdrawal)
    
    $5.00 per 100 ADSs
(or any portion
thereof)3.
    
    
    Distribution of cash proceeds, including
cash dividends or sale of rights and other
entitlements, not made pursuant to a
cancellation or withdrawal)
    
    $2.00 per 100 ADSs
(or any portion
thereof)4.
    
    
    Issuance of ADSs upon the exercise of rights
    
    $5.00 per 100 ADSs
(or any portion
thereof)5.
    
    
    Operations and maintenance costs in
administering the ADSs (provided that the
total fees assessed under this item,
combined with the total fees assessed under
item 3 above, should not exceed $0.02 per
ADS in any calendar year)
    
    $0.02 per ADS per
calendar year
  
    
    taxes (including applicable interest and penalties) and other governmental charges;
 
    
    registration fees for the registration of ordinary shares or other deposited securities
with applicable registrar and applicable to transfers of ordinary shares or other deposited
securities in connection with the deposit or withdrawal of ordinary shares or other deposited
securities;
 
    
    certain cable, telex, facsimile and electronic transmission and delivery expenses;
 
    
    expenses and charges incurred by the Depositary in the conversion of foreign currency into
US dollars;
 
    
    fees and expenses incurred by the Depositary in connection with compliance with exchange
control regulations and other regulatory requirements applicable to ordinary shares, deposited
securities, ADSs and ADRs;
 
    
    fees and expenses incurred by the Depositary in connection with the delivery of deposited
securities; and
 
    
    any additional fees, charges, costs or expenses that may be incurred by the Depositary from
time to time.
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PART II
 
 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
  
 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
  
 ITEM 15. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
   Managements Report on Internal Control Over Financial Reporting
   
    
    pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of our
assets;
    
    provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that our receipts
and expenditures are being made only in accordance with authorizations
of our management and members of our board of directors; and
    
    provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use, or disposition of our assets that
could have a material effect on our financial statements.
   Page 134




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##### Table of Contents



Remediation Plan
  
    
    augment the US GAAP expertise of our accounting team in the area of revenue
recognition for the Auto Claims BPO segment; and
    
    strengthen the monitoring controls and documentation for the revenue recognition
process in the Auto Claims BPO segment.
 Report
of Independent Registered Public Accounting Firm
 
     Page 135




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Changes in Internal Control over Financial Reporting
  
 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
  
 ITEM 16B. CODE OF ETHICS
 www.wns.com Information contained in our website does not constitute a part of this annual report.
 
 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 Principal Accountant Fees and Services
  Page 136




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##### Table of Contents



Fiscal2010
    
    2009Audit fees
    
    $
    822,000
    
    
    $
    868,000Audit-related fees
    
    
    48,200
    
    
    
    20,000Tax fees
    
    
    27,000
    
    
    
    60,000All other fees
    
    
    17,600
    
    
    
    2,495
 Audit fees.
 Audit-related fees.
 Tax fees.
 All
other fees.
 Audit Committee Pre-approval Process
  
 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
  
 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
  
 Item 16F. CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT
  
 ITEM 16G. CORPORATE GOVERNANCE
 www.wns.com
 Page 137




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Page 138




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##### Table of Contents



PART III
 
 ITEM 17. FINANCIAL STATEMENTS
  
 ITEM 18. FINANCIAL STATEMENTS
  
    
    Report of Independent Registered Public Accounting Firm
 
    
    Consolidated Balance Sheets as of March 31, 2010 and 2009
 
    
    Consolidated Statements of Income for the years ended March 31, 2010, 2009 and 2008
 
    
    Consolidated Statements of Equity and Comprehensive Income for the years ended March 31, 2010, 2009
and 2008
 
    
    Consolidated Statements of Cash Flows for the years ended March 31, 2010, 2009 and 2008
 
    
    Notes to Consolidated Financial Statements
 
 ITEM 19. 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
Limited  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 DLF Cyber City and WNS Global Services Private
Limited  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 Limited with respect to the lease of office
premises with an aggregate
 Page 139




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##### Table of Contents



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 Limited 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 Limited 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 Limited 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 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 Limited 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 Limited 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 Limited 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 the Amended and Restated WNS (Holdings) Limited 2006 Incentive Award Plan 
incorporated by reference to Appendix A to WNS (Holdings) Limiteds Proxy Statement which was
furnished as Exhibit 99.3 of its Report on Form 6-K (File No. 001-32945), as furnished to the
Commission on January 12, 2009.
 4.14
    
    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  incorporated by reference to Exhibit 4.15 of the
Annual Report on Form 20-F for fiscal 2008 (File No. 001-32945) of WNS (Holdings) Limited, as
filed with the Commission on August 1, 2008. #
 4.15
    
    Master Services Agreement, dated July 11, 2008, between
Aviva Global Services
(Management Services) Private Limited and WNS Capital Investment Limited  incorporated by
reference to Exhibit 4.16
 Page 140




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##### Table of Contents



of the Annual Report on Form 20-F for fiscal 2008 (File No. 001-32945) of WNS (Holdings)
Limited, as filed with the Commission on August 1, 2008. #4.16
    
    Form of Amended and Restated Facility Agreement by and among WNS (Mauritius) Limited, as
borrower, WNS (Holdings) Limited, WNS Capital Investment Limited, WNS Global Services (UK)
Limited, WNS North America Inc. and WNS Global Singapore, as guarantors, ICICI Bank UK Plc, as
agent, ICICI Bank UK Plc, ICICI Bank Canada, DBS Bank Ltd. and The Hong Kong and Shanghai
Banking Corporation, as arrangers, the lenders named therein, Morgan Walker Solicitors LLP, as
security trustee, and ICICI Bank UK Plc and HSBC Bank (Mauritius) Ltd, as account banks 
incorporated by reference to Exhibit 99.1 of the Report on Form 6-K (File No. 001-32945) of
WNS (Holdings) Limited, as furnished to the Commission on April 14, 2009.
 8.1
    
    List of subsidiaries of WNS (Holdings) Limited.**
 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. **
 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. **
 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. **
 
 **
    
    Filed herewith.#
    
    Certain portions of this exhibit have been omitted
pursuant to a confidential treatment order of the
Commission. The omitted portions have been separately
filed with the Commission. Page 141




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##### Table of Contents



SIGNATURES
   WNS (HOLDINGS) LIMITEDBy:
    /s/ Keshav R. MurugeshName:
    Keshav R. MurugeshTitle:
    Group Chief Executive Officer Page 142




---



##### 



INDEX TO WNS (HOLDINGS) LIMITEDS CONSOLIDATED FINANCIAL STATEMENTS
 Report of Independent Registered Public Accounting Firm
    
    
    F-2Consolidated Balance Sheets as of March 31, 2010 and 2009
    
    
    F-3Consolidated Statements of Income for the years ended March 31, 2010, 2009 and 2008
    
    
    F-4Consolidated Statements of Equity and Comprehensive Income for the years ended March 31, 2010, 2009 and 2008
    
    
    F-5Consolidated Statements of Cash Flows for the years ended March 31, 2010, 2009 and 2008
    
    
    F-7Notes to Consolidated Financial Statements
    
    
    F-8
  F-1




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     Non-controlling
interests in consolidated financial statements, as an amendment to ARB No. 51 Consolidation
   
 F-2




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##### Table of Contents



WNS (HOLDINGS) LIMITED
 
 CONSOLIDATED BALANCE SHEETS
 (Amounts in thousands, except share and per share data)
 As at March 31,2010
    
    2009(As restatedSee Note 2)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    32,311
    
    
    $
    38,931Bank deposits and marketable securities
    
    
    45
    
    
    
    8,925Accounts receivable, net of allowance of $3,152 and $1,935, respectively
    
    
    44,082
    
    
    
    38,577Accounts receivable  related parties
    
    
    739
    
    
    
    64Unbilled
revenue
    
    
    40,892
    
    
    
    32,606Funds held for clients
    
    
    11,372
    
    
    
    5,379Employee receivables
    
    
    1,526
    
    
    
    745Prepaid expenses
    
    
    2,101
    
    
    
    2,082Prepaid income taxes
    
    
    5,602
    
    
    
    5,768Deferred tax assets
    
    
    1,959
    
    
    
    1,718Other current assets
    
    
    36,308
    
    
    
    38,647Total current assets
    
    
    176,937
    
    
    
    173,442Goodwill
    
    
    90,662
    
    
    
    81,679Intangible assets, net
    
    
    188,079
    
    
    
    217,372Property and equipment, net
    
    
    51,700
    
    
    
    55,992Other assets
    
    
    10,242
    
    
    
    11,449Deposits
    
    
    7,086
    
    
    
    6,309Deferred tax assets
    
    
    25,184
    
    
    
    15,584TOTAL ASSETS
    
    $
    549,890
    
    
    $
    561,827LIABILITIES,
REDEEMABLE NONCONTROLLING INTEREST AND EQUITYCurrent liabilities:Accounts payable
    
    $
    27,900
    
    
    $
    30,879Accounts payable  related parties
    
    
    
    
    
    
    42Current portion of long term debt
    
    
    40,000
    
    
    
    45,000Short term line of credit
    
    
    
    
    
    
    4,331Accrued employee cost
    
    
    30,977
    
    
    
    23,754Deferred revenue
    
    
    4,891
    
    
    
    5,583Deferred tax liabilities
    
    
    
    
    
    
    27Income taxes payable
    
    
    2,550
    
    
    
    3,995Other current liabilities
    
    
    67,585
    
    
    
    63,870Total current liabilities
    
    
    173,903
    
    
    
    177,481Long term debt
    
    
    95,000
    
    
    
    155,000Deferred revenue
    
    
    3,515
    
    
    
    3,561Other liabilities
    
    
    3,727
    
    
    
    1,967Accrued pension liability
    
    
    3,921
    
    
    
    2,570Deferred tax liabilities
    
    
    8,343
    
    
    
    9,946Derivative contracts
    
    
    7,600
    
    
    
    23,163TOTAL LIABILITIES
    
    
    296,009
    
    
    
    373,688Commitments and contingenciesRedeemable
noncontrolling interest
    
    
    278
    
    
    
    13WNS (Holdings) Limited shareholders equity:Ordinary shares, $0.16 (10 pence) par value, authorized:50,000,000 shares; Issued and outstanding: 43,743,953 and 42,607,403
shares, respectively
    
    
    6,848
    
    
    
    6,667Additional paid-in-capital
    
    
    203,531
    
    
    
    184,122Retained earnings
    
    
    50,797
    
    
    
    47,087Accumulated other comprehensive loss
    
    
    (7,573
    )
    
    
    (49,750
    )Total WNS (Holdings) Limited shareholders equity
    
    
    253,603
    
    
    
    188,126TOTAL LIABILITIES,
REDEEMABLE NONCONTROLLING INTEREST AND EQUITY
    
    $
    549,890
    
    
    $
    561,827
 See accompanying notes.
 F-3




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##### Table of Contents



WNS (HOLDINGS) LIMITED
 
 CONSOLIDATED STATEMENTS OF INCOME
 (Amounts in thousands, except per share data)
 Year ended March 31,2010
    
    
    2009
    
    
    2008(As restated
    
    
    (As restatedSee Note 2)
    
    
    See Note 2)Revenue (a)
    
    $
    582,461
    
    
    $
    520,901
    
    
    $
    438,030Cost of revenue (a)
    
    
    439,248
    
    
    
    391,808
    
    
    
    341,560Gross profit
    
    
    143,213
    
    
    
    129,093
    
    
    
    96,470Operating expenses:Selling, general and administrative expenses (a)
    
    
    86,231
    
    
    
    75,522
    
    
    
    72,699Amortization of intangible assets
    
    
    32,422
    
    
    
    24,912
    
    
    
    2,869Impairment of goodwill, intangibles and other assets
    
    
    
    
    
    
    
    
    
    
    15,464Operating income
    
    
    24,560
    
    
    
    28,659
    
    
    
    5,438Other expenses (income), net (a)
    
    
    7,052
    
    
    
    5,639
    
    
    
    (9,184
    )Interest expense (a)
    
    
    13,823
    
    
    
    11,782
    
    
    
    3Income before income taxes
    
    
    3,685
    
    
    
    11,238
    
    
    
    14,619Provision for income taxes
    
    
    998
    
    
    
    3,343
    
    
    
    5,172Net income
    
    
    2,687
    
    
    
    7,895
    
    
    
    9,447Less: Net
loss attributable to redeemable noncontrolling interest
    
    
    (1,023
    )
    
    
    (287
    )
    
    
    Net income attributable to WNS (Holdings) Limited shareholders
    
    $
    3,710
    
    
    $
    8,182
    
    
    $
    9,447Earnings per share of ordinary shareBasic
    
    $
    0.09
    
    
    $
    0.19
    
    
    $
    0.22Diluted
    
    $
    0.08
    
    
    $
    0.19
    
    
    $
    0.22(a) Includes the following related party amounts:Revenue
    
    $
    2,625
    
    
    $
    3,242
    
    
    $
    3,466Cost of revenue
    
    
    319
    
    
    
    280
    
    
    
    236Selling, general and administrative expenses
    
    
    9
    
    
    
    137
    
    
    
    345Other expenses (income), net
    
    
    
    
    
    
    
    
    
    
    (61
    )Interest expense
    
    
    
    
    
    
    269
    
    
    
    
 See accompanying notes.
 F-4




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##### Table of Contents



WNS (HOLDINGS) LIMITED
 
 CONSOLIDATED STATEMENTS OF  EQUITY AND COMPREHENSIVE INCOME
 YEARS ENDED MARCH 31, 2010, 2009 AND 2008
 (Amounts in thousands, except share data)
 AccumulatedOrdinary shares
    
    
    
    
    
    
    Ordinary
    
    
    
    
    
    
    other
    
    
    Total WNS (Holdings)
    
    
    RedeemablePar
    
    
    Additional
    
    
    shares
    
    
    Retained
    
    
    comprehensive
    
    
    Limited
    
    
    noncontrolling
    
    
    ComprehensiveNumber
    
    
    value
    
    
    paid-in capital
    
    
    subscribed
    
    
    earnings
    
    
    income
    
    
    shareholders equity
    
    
    interest
    
    
    incomeBalance at March 31, 2007 (As restated See Note 2)
    
    
    41,842,879
    
    
    $
    6,519
    
    
    $
    154,952
    
    
    $
    137
    
    
    $
    30,804
    
    
    $
    13,235
    
    
    $
    205,647
    
    
    $
    Shares issued for exercised options and
restricted share units
    
    
    520,221
    
    
    
    103
    
    
    
    4,228
    
    
    
    (137
    )
    
    
    
    
    
    
    
    
    
    
    4,194
    
    
    
    Stock options exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10
    
    
    
    
    
    
    
    
    
    
    
    10
    
    
    
    Share-based compensation charge
    
    
    
    
    
    
    
    
    
    
    6,816
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,816
    
    
    
    Excess tax benefits from exercise of
share-based options
    
    
    
    
    
    
    
    
    
    
    1,613
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,613
    
    
    
    IPO cost
    
    
    
    
    
    
    
    
    
    
    (150
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (150
    )
    
    
    Adjustment to retained earnings upon
adoption of FIN 48
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,346
    )
    
    
    
    
    
    
    (1,346
    )
    
    
    Comprehensive income:Net income (As restated See Note 2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,447
    
    
    
    
    
    
    
    9,447
    
    
    
    
    
    
    $
    9,447Pension adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (486
    )
    
    
    (486
    )
    
    
    
    
    
    
    (486
    )Change in fair value of cash flow
hedges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (98
    )
    
    
    (98
    )
    
    
    
    
    
    
    (98
    )Foreign currency translation
(As restated See Note 2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,530
    
    
    
    5,530
    
    
    
    
    
    
    
    5,530Total comprehensive income
(As restated See Note 2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,393
    
    
    
    
    
    
    $
    14,393Reclassification
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Translation loss transferred to income
statement on sale of subsidiary
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    43
    
    
    
    43
    
    
    
    Cash flow hedges gain transferred to
net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,002
    )
    
    
    (4,002
    )
    
    
    Balance at March 31, 2008 (As restated See Note 2)
    
    
    42,363,100
    
    
    $
    6,622
    
    
    $
    167,459
    
    
    $
    10
    
    
    $
    38,905
    
    
    $
    14,222
    
    
    $
    227,218
    
    
    $
    
 See accompanying notes.
 F-5




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##### Table of Contents



WNS (HOLDINGS) LIMITED
CONSOLIDATED STATEMENTS OF EQUITY AND COMPREHENSIVE INCOME

(contd)
YEARS ENDED MARCH 31, 2010, 2009 AND 2008
(Amounts in thousands, except share data)
 AccumulatedOrdinary shares
    
    
    Additional
    
    
    Ordinary
    
    
    
    
    
    
    other
    
    
    
    
    
    RedeemablePar
    
    
    paid-in
    
    
    shares
    
    
    Retained
    
    
    comprehensive
    
    
    Total WNS (Holdings) Limited
    
    
    noncontrolling
    
    
    ComprehensiveNumber
    
    
    value
    
    
    capital
    
    
    subscribed
    
    
    earnings
    
    
    income(loss)
    
    
    shareholders equity
    
    
    interest
    
    
    incomeShares issued for
exercised options and
restricted share units
    
    
    244,303
    
    
    
    45
    
    
    
    953
    
    
    
    (10
    )
    
    
    
    
    
    
    
    
    
    
    988
    
    
    
    Share-based
compensation charge
    
    
    
    
    
    
    
    
    
    
    13,484
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,484
    
    
    
    Excess tax benefits
from exercise of
share-based options
    
    
    
    
    
    
    
    
    
    
    2,226
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,226
    
    
    
    Issue of shares by
subsidiary to redeemable
noncontrolling
interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    300Comprehensive loss:Net income (loss)
(As restated See Note 2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,182
    
    
    
    
    
    
    
    8,182
    
    
    
    (287
    )
    
    $
    7,895Pension adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (50
    )
    
    
    (50
    )
    
    
    
    
    
    
    (50
    )Change in fair
value of cash
flow hedges*
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12,667
    )
    
    
    (12,667
    )
    
    
    
    
    
    
    (12,667
    )Foreign currency
translation
(As restated See Note 2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (51,255
    )
    
    
    (51,255
    )
    
    
    
    
    
    
    (51,255
    )Total
comprehensive loss
(As restated See Note 2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (55,790
    )
    
    
    (287
    )
    
    $
    (56,077
    )Balance at
March 31, 2009
(As restated See Note 2)
    
    
    42,607,403
    
    
    $
    6,667
    
    
    $
    184,122
    
    
    $
    
    
    
    $
    47,087
    
    
    $
    (49,750
    )
    
    $
    188,126
    
    
    $
    13Shares issued for
exercised options and
restricted share units
    
    
    1,136,550
    
    
    
    181
    
    
    
    3,752
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,933
    
    
    
    Share-based
compensation charge
    
    
    
    
    
    
    
    
    
    
    15,119
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,119
    
    
    
    Excess tax benefits
from exercise of
share-based options,
net
    
    
    
    
    
    
    
    
    
    
    538
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    538
    
    
    
    Issue of shares by
subsidiary to redeemable
noncontrolling
interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,332Comprehensive income:Net income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,710
    
    
    
    
    
    
    
    3,710
    
    
    
    (1,023
    )
    
    $
    2,687Pension adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    221
    
    
    
    221
    
    
    
    (30
    )
    
    
    191Change in fair
value of cash
flow hedges, net of tax of $92*
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,845
    
    
    
    20,845
    
    
    
    
    
    
    
    20,845Foreign currency
translations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,111
    
    
    
    21,111
    
    
    
    (14
    )
    
    
    21,097Total
comprehensive income
(loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,887
    
    
    
    (1,067
    )
    
    $
    44,820Balance at March
31, 2010
    
    
    43,743,953
    
    
    $
    6,848
    
    
    $
    203,531
    
    
    $
    
    
    
    $
    50,797
    
    
    $
    (7,573
    )
    
    $
    253,603
    
    
    $
    278
 
  F-6




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##### Table of Contents



WNS (HOLDINGS) LIMITED
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Amounts in thousands)
 Year ended March 31,2010
    
    
    2009
    
    
    2008(As restated
    
    
    (As restatedSee Note 2)
    
    
    See Note 2)Cash flows from operating activitiesNet income
    
    $
    2,687
    
    
    $
    7,895
    
    
    $
    9,447Adjustments to reconcile net income to net cash provided by operating
activities:Depreciation and amortization
    
    
    53,574
    
    
    
    46,701
    
    
    
    21,321Share-based compensation
    
    
    15,127
    
    
    
    13,422
    
    
    
    6,816Amortization of debt issue cost
    
    
    671
    
    
    
    450
    
    
    
    Allowance for doubtful accounts
    
    
    1,238
    
    
    
    458
    
    
    
    1,542Loss on sale of property and equipment
    
    
    19
    
    
    
    18
    
    
    
    39Deferred rent
    
    
    1,016
    
    
    
    312
    
    
    
    1,339Impairment of goodwill, intangibles and other assets
    
    
    
    
    
    
    
    
    
    
    15,464Unrealized gain on marketable securities
    
    
    
    
    
    
    (58
    )
    
    
    (8
    )Unrealized (gain) loss on derivative instruments
    
    
    (33
    )
    
    
    313
    
    
    
    Deferred income taxes
    
    
    (11,251
    )
    
    
    (8,690
    )
    
    
    (5,410
    )Excess tax benefits from share-based compensation
    
    
    (1,825
    )
    
    
    (2,226
    )
    
    
    (1,613
    )Other, net
    
    
    20
    
    
    
    
    
    
    
    Changes in operating assets and liabilitiesAccounts
receivable and unbilled revenue
    
    
    (13,196
    )
    
    
    1,914
    
    
    
    (4,532
    )Other current assets
    
    
    5,613
    
    
    
    8,046
    
    
    
    (5,334
    )Accounts payable
    
    
    (3,830
    )
    
    
    3,628
    
    
    
    (4,685
    )Deferred revenue
    
    
    (1,051
    )
    
    
    1,010
    
    
    
    (4,817
    )Other liabilities
    
    
    5,496
    
    
    
    5,778
    
    
    
    11,483Net cash provided by operating activities
    
    
    54,275
    
    
    
    62,879
    
    
    
    41,052Cash flows from investing activitiesAcquisitions, net of cash received (See Note 4)
    
    
    (1,461
    )
    
    
    (290,994
    )
    
    
    (36,121
    )Facility and property cost
    
    
    (13,257
    )
    
    
    (22,693
    )
    
    
    (28,134
    )Proceeds from sale of assets, net
    
    
    660
    
    
    
    342
    
    
    
    178Transfer of delivery centre to AVIVA
    
    
    
    
    
    
    
    
    
    
    1,570Marketable securities and deposits sold (purchased), net
    
    
    9,548
    
    
    
    (2,273
    )
    
    
    3,969Net cash used in investing activities
    
    
    (4,510
    )
    
    
    (315,618
    )
    
    
    (58,538
    )Cash flows from financing activitiesProceeds from exercise of stock options
    
    
    3,933
    
    
    
    988
    
    
    
    4,204IPO expenses paid
    
    
    
    
    
    
    
    
    
    
    (150
    )Excess tax benefits from share-based compensation
    
    
    1,825
    
    
    
    2,226
    
    
    
    1,613Proceeds
from issue of shares by subsidiary to redeemable noncontrolling interest
    
    
    1,348
    
    
    
    300
    
    
    
    Repayment of long term debt
    
    
    (65,000
    )
    
    
    
    
    
    
    Payment of debt issuance cost
    
    
    (87
    )
    
    
    (1,197
    )
    
    
    Proceeds from long term debt
    
    
    
    
    
    
    200,000
    
    
    
    Repayments of short term borrowings, net
    
    
    (4,128
    )
    
    
    (2,894
    )
    
    
    Principal payments under capital leases
    
    
    (57
    )
    
    
    (183
    )
    
    
    Net cash (used in) provided by financing activities
    
    
    (62,166
    )
    
    
    199,240
    
    
    
    5,667Effect of exchange rate changes on cash and cash equivalents
    
    
    5,781
    
    
    
    (10,268
    )
    
    
    2,177Net change in cash and cash equivalents
    
    
    (6,620
    )
    
    
    (63,767
    )
    
    
    (9,642
    )Cash and cash equivalents at beginning of year
    
    
    38,931
    
    
    
    102,698
    
    
    
    112,340Cash and cash equivalents at end of year
    
    $
    32,311
    
    
    $
    38,931
    
    
    $
    102,698Supplemental disclosure of cash flow information:Cash paid for interest
    
    $
    10,447
    
    
    $
    7,856
    
    
    $
    Cash paid for income taxes
    
    
    9,864
    
    
    
    8,932
    
    
    
    6,323Assets acquired under capital lease
    
    
    
    
    
    
    52
    
    
    
    Cash flows from related parties
    
    
    2,106
    
    
    
    (267
    )
    
    
    
 See accompanying notes
 F-7




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##### Table of Contents



WNS (HOLDINGS) LIMITED
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31, 2010
 (Amounts in thousands, except share and per share data)
 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
  2. RESTATEMENT AND RECLASSIFICATION OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS
  Customers
Characterization of Certain Consideration Received from a Vendor,
   F-8




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2010
(Amounts in thousands, except share and per share data)
  As at March 31, 2009As previouslyreported
    
    Adjustments
    
    As restatedConsolidated Balance Sheet impactUnbilled revenue
    
    $
    22,680
    
    
    $
    9,926
    
    
    $
    32,606Deferred tax assets
    
    
    1,743
    
    
    
    (25
    )
    
    
    1,718Total current assets
    
    
    163,541
    
    
    
    9,901
    
    
    
    173,442Total assets
    
    
    551,926
    
    
    
    9,901
    
    
    
    561,827Deferred tax liabilities
    
    
    
    
    
    
    27
    
    
    
    27Other current liabilities
    
    
    54,126
    
    
    
    9,744
    
    
    
    63,870Total current liabilities
    
    
    167,710
    
    
    
    9,771
    
    
    
    177,481Total liabilities
    
    
    363,917
    
    
    
    9,771
    
    
    
    373,688Retained earnings
    
    
    46,917
    
    
    
    170
    
    
    
    47,087Accumulated other
comprehensive loss
    
    
    (49,710
    )
    
    
    (40
    )
    
    
    (49,750
    )Total WNS (Holdings) Limited
shareholders equity
    
    
    187,996
    
    
    
    130
    
    
    
    188,126Total liabilities, redeemable noncontrolling interest and equity
    
    $
    551,926
    
    
    $
    9,901
    
    
    $
    561,827
 Year ended March 31, 2009
    
    Year ended March 31, 2008As previously
    
    
    
    
    
    
    
    
    
    As previouslyreported
    
    Adjustments
    
    As restated
    
    reported
    
    Adjustments
    
    As restatedConsolidated Statement of Income impactRevenue
    
    $
    539,264
    
    
    $
    (18,363
    )
    
    $
    520,901
    
    
    $
    459,867
    
    
    $
    (21,837
    )
    
    $
    438,030Cost of revenue
    
    
    410,316
    
    
    
    (18,508
    )
    
    
    391,808
    
    
    
    363,322
    
    
    
    (21,762
    )
    
    
    341,560Gross profit
    
    
    128,948
    
    
    
    145
    
    
    
    129,093
    
    
    
    96,545
    
    
    
    (75
    )
    
    
    96,470Operating income
    
    
    28,514
    
    
    
    145
    
    
    
    28,659
    
    
    
    5,513
    
    
    
    (75
    )
    
    
    5,438Income before income taxes
    
    
    11,093
    
    
    
    145
    
    
    
    11,238
    
    
    
    14,694
    
    
    
    (75
    )
    
    
    14,619Provision for income taxes
    
    
    3,302
    
    
    
    41
    
    
    
    3,343
    
    
    
    5,194
    
    
    
    (22
    )
    
    
    5,172Net income
    
    
    7,791
    
    
    
    104
    
    
    
    7,895
    
    
    
    9,500
    
    
    
    (53
    )
    
    
    9,447Net income attributable to
WNS (Holdings) Limited
shareholders
    
    $
    8,078
    
    
    $
    104
    
    
    $
    8,182
    
    
    $
    9,500
    
    
    $
    (53
    )
    
    $
    9,447Earnings per
share of ordinary share impactBasic
    
    $
    0.19
    
    
    $
    0.00
    
    
    $
    0.19
    
    
    $
    0.23
    
    
    $
    (0.01
    )
    
    $
    0.22Diluted
    
    $
    0.19
    
    
    $
    0.00
    
    
    $
    0.19
    
    
    $
    0.22
    
    
    $
    0.00
    
    
    $
    0.22Number of
sharesBasic
    
    
    42,520,404
    
    
    
    
    
    
    
    42,520,404
    
    
    
    42,070,206
    
    
    
    
    
    
    
    42,070,206Diluted
    
    
    43,108,599
    
    
    
    
    
    
    
    43,108,599
    
    
    
    42,945,028
    
    
    
    
    
    
    
    42,945,028
 F-9




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2010
(Amounts in thousands, except share and per share data)
 As previouslyreported
    
    Adjustments
    
    As restatedConsolidated
statements of equity impactRetained earningsAs at March 31, 2007
    
    $
    30,685
    
    
    $
    119
    
    
    $
    30,804As at March
31, 2008
    
    $
    38,839
    
    
    $
    66
    
    
    $
    38,905As at March
31, 2009
    
    $
    46,917
    
    
    $
    170
    
    
    $
    47,087Accumulated other comprehensive income (loss)Balance as
at March 31, 2007
    
    $
    13,235
    
    
    $
    (0
    )
    
    $
    13,235Foreign currency translation
    
    $
    5,528
    
    
    $
    2
    
    
    $
    5,530Balance as
at March 31, 2008
    
    $
    14,220
    
    
    $
    2
    
    
    $
    14,222Foreign currency translation
    
    $
    (51,213
    )
    
    $
    (42
    )
    
    $
    (51,255
    )Balance as
at March 31, 2009
    
    $
    (49,710
    )
    
    $
    (40
    )
    
    $
    (49,750
    )
 Consolidated Statement of Cash Flows Impact
  Year ended March 31, 2009
    
    Year ended March 31, 2008As previously
    
    
    
    
    
    
    
    
    
    As previouslyreported
    
    Adjustments
    
    As restated
    
    reported
    
    Adjustments
    
    As restatedNet income
    
    $
    7,791
    
    
    $
    104
    
    
    $
    7,895
    
    
    $
    9,500
    
    
    $
    (53
    )
    
    $
    9,447Adjustments
to reconcile net income to net cash provided by operating activitiesDeferred income taxes (1)
    
    
    (8,722
    )
    
    
    32
    
    
    
    (8,690
    )
    
    
    (5,387
    )
    
    
    (23
    )
    
    
    (5,410
    )Changes in
operating assets and liabilitiesAccounts
receivable and unbilled revenue (2)
    
    
    4,611
    
    
    
    (2,697
    )
    
    
    1,914
    
    
    
    (5,880
    )
    
    
    1,348
    
    
    
    (4,532
    )Other liabilities (3)
    
    
    3,235
    
    
    
    2,543
    
    
    
    5,778
    
    
    
    12,754
    
    
    
    (1,271
    )
    
    
    11,483Net cash provided by
operating activities
    
    
    62,897
    
    
    
    (18
    )
    
    
    62,879
    
    
    
    41,051
    
    
    
    1
    
    
    
    41,052Effects of exchange rate
changes on cash and cash
equivalents
    
    
    (9,986
    )
    
    
    18
    
    
    
    (9,968
    )
    
    
    2,178
    
    
    
    (1
    )
    
    
    2,177
 
 (1)
    
    Related tax effect due to the correction of Referral fee retained on completed repairs.(2)
    
    Effect of recording of revenue related to completed repairs.(3)
    
    Effect of recording of costs related to completed repairs F-10




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2010
(Amounts in thousands, except share and per share data)
 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (AS RESTATED See Note 2)
 Basis of preparation
  Non-controlling
interests in consolidated financial statements, an amendment to ARB No. 51
  Consolidation
  Use of estimates
  Foreign currency translation
   Revenue recognition
  F-11




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2010
(Amounts in thousands, except share and per share data)
    Multiple  Element Arrangements
  Principal Agent Consideration.
 F-12




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2010
(Amounts in thousands, except share and per share data)
 Cost of revenue
   Cash and cash equivalents
  As at March 31,2010
    
    
    2009Fixed deposits with banks
    
    $
    6,991
    
    
    $
    2,150Other cash and bank balances
    
    
    25,320
    
    
    
    36,781Cash and cash equivalents
    
    $
    32,311
    
    
    $
    38,931
 Bank deposits and marketable securities
  Funds held for clients
  Accounts receivable
   Year ended March 31,2010
    
    
    2009
    
    
    2008Balance at the beginning of the year
    
    $
    1,935
    
    
    $
    1,784
    
    
    $
    364Charged to operations
    
    
    1,666
    
    
    
    535
    
    
    
    1,602Write-off, net of collections
    
    
    (20
    )
    
    
    (218
    )
    
    
    (126
    )Reversal
    
    
    (428
    )
    
    
    (77
    )
    
    
    (61
    )Translation adjustment
    
    
    (1
    )
    
    
    (89
    )
    
    
    5Balance at the end of the year
    
    $
    3,152
    
    
    $
    1,935
    
    
    $
    1,784
 F-13




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2010
(Amounts in thousands, except share and per share data)
 Property and equipment
  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
    Software capitalization
 Internal-Use Software
 Accounting for leases
  F-14




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2010
(Amounts in thousands, except share and per share data)
 Goodwill and intangible assets
 Intangibles - Goodwill
and Other
   Weighted averageamortization period (inAsset description
    
    months)Customer contracts
    
    
    100Customer relationship
    
    
    90Intellectual property rights
    
    
    36Leasehold benefits
    
    
    48Covenant not-to-compete
    
    
    48
 Income taxes
 Income Taxes
 Employee benefits
 Defined contribution plans
    F-15




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2010
(Amounts in thousands, except share and per share data)
 Defined benefit plan
  Advertising costs
  Derivative financial instruments
 Derivatives and Hedging,
 F-16




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2010
(Amounts in thousands, except share and per share data)
  Disclosures about Derivative Instruments and Hedging Activities
 Earnings per share
   Year ended March 31,2010
    
    
    2009
    
    
    2008(As restated
    
    
    (As restatedSee Note 2)
    
    
    See Note 2)Numerator:Net income attributable to WNS (Holdings) Limited
shareholders
    
    $
    3,710
    
    
    $
    8,182
    
    
    $
    9,447Denominator:Basic weighted average ordinary shares outstanding
    
    
    43,093,316
    
    
    
    42,520,404
    
    
    
    42,070,206Dilutive
impact of stock options and Restricted Share Units (RSUs)
    
    
    1,080,812
    
    
    
    588,195
    
    
    
    874,822Diluted weighted average ordinary shares outstanding
    
    
    44,174,128
    
    
    
    43,108,599
    
    
    
    42,945,028
  Share-based compensation
 Stock Compensation
  Intraperiod tax allocation
 F-17




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2010
(Amounts in thousands, except share and per share data)
 Concentration of risk
   Adoption of new accounting principles
 Improving Disclosures about
 Fair Value Measurements
 Generally
Accepted Accounting Principles
 Distinguishing Liabilities form Equity
 Subsequent Events
 Business Combinations
(revised 2007) Business Combinations
 F-18




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2010
(Amounts in thousands, except share and per share data)
 Income Taxes
 Recognition and Presentation of
Other-Than-Temporary Impairments Determining Fair Value When the Volume and Level of Activity for the Asset or
Liability has Significantly Decreased and Identifying Transactions that are Not Orderly Interim Disclosures About Fair Value of Financial Instruments Disclosures about Fair Value of Financial Instruments
 Employers Disclosures about
Postretirement Benefit Plan Assets
 New accounting pronouncements
 Multiple-Deliverable Revenue Arrangements
 F-19




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2010
(Amounts in thousands, except share and per share data)
 4. ACQUISITIONS
 AVIVA Global Services Singapore Private Limited (Aviva Global)
       F-20




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2010
(Amounts in thousands, except share and per share data)
  AmountCash
    
    $
    17,118Accounts receivable
    
    
    16,172Other assets
    
    
    12,076Property and equipment
    
    
    15,912Intangible assets Customer relationships
    
    
    46,301 Customer contracts
    
    
    177,247 Leasehold benefits
    
    
    1,835Current liabilities
    
    
    (25,472
    )Other liabilities
    
    
    (3,128
    )Deferred tax liability
    
    
    (8,968
    )Total purchase consideration
    
    $
    249,093
     F-21




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2010
(Amounts in thousands, except share and per share data)
 Chang Limited (together with its subsidiary Call 24-7 Limited, Call 24-7)
    AmountCash
    
    $
    3Accounts receivable
    
    
    12,475Other assets
    
    
    6,495Property and equipment
    
    
    526Intangible asset  customer relationships
    
    
    7,519Goodwill
    
    
    13,683Current liabilities
    
    
    (23,523
    )Deferred tax liability
    
    
    (2,107
    )Total purchase consideration
    
    $
    15,071
  Business Applications Associates Limited (BizAps)
  F-22




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2010
(Amounts in thousands, except share and per share data)
      AmountCash
    
    $
    182Accounts receivable
    
    
    2,168Other assets
    
    
    239Property and equipment
    
    
    93Intangible assets Customer relationships
    
    
    2,425 Intellectual property rights
    
    
    2,888 Other
    
    
    614Goodwill
    
    
    4,778Current liabilities
    
    
    (1,184
    )Deferred tax liability
    
    
    (874
    )Total purchase consideration
    
    $
    11,329
   F-23




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2010
(Amounts in thousands, except share and per share data)
 5. PROPERTY AND EQUIPMENT
  As at March 31,2010
    
    
    2009Building
    
    $
    12,424
    
    
    $
    11,048Computers and software
    
    
    59,828
    
    
    
    49,010Furniture, fixtures and office equipment
    
    
    51,269
    
    
    
    43,556Vehicles
    
    
    2,299
    
    
    
    2,582Leasehold improvements
    
    
    40,193
    
    
    
    31,764Capital work-in-progress
    
    
    5,492
    
    
    
    8,181171,505
    
    
    
    146,141Accumulated depreciation and amortization
    
    
    (119,805
    )
    
    
    (90,149
    )Property and equipment, net
    
    $
    51,700
    
    
    $
    55,992
   F-24




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2010
(Amounts in thousands, except share and per share data)
 6. GOODWILL AND INTANGIBLES
  March 31, 2010AccumulatedGross
    
    
    amortization
    
    
    NetCustomer contracts
    
    $
    189,961
    
    
    $
    49,300
    
    
    $
    140,661Customer relationships
    
    
    64,891
    
    
    
    19,962
    
    
    
    44,929Intellectual property rights
    
    
    4,660
    
    
    
    3,344
    
    
    
    1,316Leasehold benefits
    
    
    1,835
    
    
    
    789
    
    
    
    1,046Covenant not-to-compete
    
    
    337
    
    
    
    210
    
    
    
    127$
    261,684
    
    
    $
    73,605
    
    
    $
    188,079
 March 31, 2009AccumulatedGross
    
    
    amortization
    
    
    NetCustomer contracts
    
    $
    187,979
    
    
    $
    27,468
    
    
    $
    160,511Customer relationships
    
    
    63,151
    
    
    
    10,701
    
    
    
    52,450Intellectual property rights
    
    
    4,431
    
    
    
    1,703
    
    
    
    2,728Leasehold benefits
    
    
    1,835
    
    
    
    330
    
    
    
    1,505Covenant not-to-compete
    
    
    327
    
    
    
    149
    
    
    
    178$
    257,723
    
    
    $
    40,351
    
    
    $
    217,372
   Year ending March 31,
    
    Amount2011
    
    $
    31,7392012
    
    
    30,7272013
    
    
    28,6252014
    
    
    26,8872015
    
    
    26,826Thereafter
    
    
    43,275$
    188,079
 F-25




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2010
(Amounts in thousands, except share and per share data)
  WNS
    
    
    WNSGlobal
    
    
    Auto Claims
    
    
    TotalBalance at March 31, 2008
    
    $
    60,245
    
    
    $
    27,225
    
    
    $
    87,470Goodwill arising on acquisitionCall 24-7
    
    
    
    
    
    
    13,683
    
    
    
    13,683BizAps
    
    
    3,667
    
    
    
    
    
    
    
    3,667Foreign currency translation
    
    
    (11,849
    )
    
    
    (11,292
    )
    
    
    (23,141
    )Balance at March 31, 2009
    
    $
    52,063
    
    
    $
    29,616
    
    
    $
    81,679Goodwill arising on earnout
BizAps
    
    
    1,111
    
    
    
    
    
    
    
    1,111Foreign currency translation
    
    
    6,341
    
    
    
    1,531
    
    
    
    7,872Balance at March 31, 2010
    
    $
    59,515
    
    
    $
    31,147
    
    
    $
    90,662
 7. LOSS OF CLIENT
  8. INCOME TAXES
  Year ended March 31,2010
    
    
    2009
    
    
    2008(As(As restated
    
    
    restatedSee Note 2)
    
    
    See Note 2)Domestic
    
    $
    (2,515
    )
    
    $
    (5,729
    )
    
    $
    (1,612
    )Foreign
    
    
    6,200
    
    
    
    16,967
    
    
    
    16,231Income before income taxes
    
    $
    3,685
    
    
    $
    11,238
    
    
    $
    14,619
 F-26




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2010
(Amounts in thousands, except share and per share data)
  Year ended March 31,2010
    
    
    2009
    
    
    2008(As restated
    
    
    (As restatedSee Note 2)
    
    
    See Note 2)Current taxesDomestic taxes
    
    $
    
    
    
    $
    
    
    
    $
    Foreign taxes
    
    
    12,249
    
    
    
    12,033
    
    
    
    10,58212,249
    
    
    
    12,033
    
    
    
    10,582Deferred taxesDomestic taxes
    
    
    
    
    
    
    
    
    
    
    Foreign taxes
    
    
    (11,251
    )
    
    
    (8,690
    )
    
    
    (5,410
    )$
    998
    
    
    $
    3,343
    
    
    $
    5,172
     Year ended March 31,2010
    
    
    2009
    
    
    2008(As restated
    
    
    (As restatedSee Note 2)
    
    
    See Note 2)Net income before taxes
    
    $
    3,685
    
    
    $
    11,238
    
    
    $
    14,619Enacted tax rates in Jersey
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %Statutory income tax
    
    
    
    
    
    
    
    
    
    
    Provision due to:Foreign minimum alternative taxes and state taxes
    
    
    107
    
    
    
    213
    
    
    
    75Differential foreign tax rates
    
    
    853
    
    
    
    3,086
    
    
    
    4,975Other (permanent differences)
    
    
    38
    
    
    
    44
    
    
    
    122Provision for income taxes
    
    $
    998
    
    
    $
    3,343
    
    
    $
    5,172
 F-27




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2010
(Amounts in thousands, except share and per share data)
  Year ended March 31,2010
    
    
    2009(As restatedSee Note 2)Deferred tax assets:Property and equipment
    
    $
    9,552
    
    
    $
    6,952Net operating loss carry forward
    
    
    6,290
    
    
    
    5,661Accruals deductible on actual payment
    
    
    1,260
    
    
    
    1,396Share-based compensation
    
    
    3,418
    
    
    
    3,565Minimum alternate tax
    
    
    12,904
    
    
    
    5,313Others
    
    
    250
    
    
    
    48Total deferred tax assets
    
    
    33,674
    
    
    
    22,935Less: Valuation allowances (a)
    
    
    (5,073
    )
    
    
    (3,821
    )Deferred tax assets, net of valuation allowances
    
    
    28,601
    
    
    
    19,114Deferred tax liabilities:Property and equipment
    
    
    (26
    )
    
    
    (23
    )Intangibles
    
    
    (9,718
    )
    
    
    (11,734
    )Others
    
    
    (57
    )
    
    
    (28
    )Total deferred tax liabilities
    
    
    (9,801
    )
    
    
    (11,785
    )Net deferred tax assets
    
    $
    18,800
    
    
    $
    7,329
 
 (a)
    
    The change in valuation allowance of $1,252 is primarily the
result of valuation allowance recognized on deferred tax assets
on net operating losses of a foreign jurisdiction for the year
ended March 31, 2010, where the Company believes that it is more
likely than not, based on available evidence that the asset will
not be realized. Income Taxes Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109,
Accounting for Income Taxes
 F-28




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1

WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2010
(Amounts in thousands, except share and per share data)
  Year ended March 31,2010
    
    
    2009
    
    
    2008Opening balance
    
    $
    16,953
    
    
    $
    17,038
    
    
    $
    15,856Increase related to prior year tax positions
    
    
    147
    
    
    
    81
    
    
    
    63Increase on account of business combinations
    
    
    
    
    
    
    106
    
    
    
    Increase related to current year tax positions
    
    
    2,296
    
    
    
    4,519
    
    
    
    Effect of exchange rate changes
    
    
    574
    
    
    
    (4,791
    )
    
    
    1,119Closing balance
    
    $
    19,970
    
    
    $
    16,953
    
    
    $
    17,038
      F-29




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2010
(Amounts in thousands, except share and per share data)
   9. DEFERRED REVENUE
  Year ended March 31,2010
    
    
    2009Payments in advance of services
    
    $
    5,234
    
    
    $
    8,260Advance billings
    
    
    1,615
    
    
    
    312Claims handling
    
    
    862
    
    
    
    329Other
    
    
    695
    
    
    
    243$
    8,406
    
    
    $
    9,144
 F-30




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2010
(Amounts in thousands, except share and per share data)
 10. RETIREMENT BENEFITS
 Defined contribution plans
  Year ended March 31,2010
    
    
    2009
    
    
    2008India
    
    $
    5,326
    
    
    $
    5,361
    
    
    $
    5,107Philippines
    
    
    25
    
    
    
    
    
    
    
    Sri Lanka
    
    
    350
    
    
    
    339
    
    
    
    363United Kingdom
    
    
    515
    
    
    
    609
    
    
    
    569United States
    
    
    492
    
    
    
    519
    
    
    
    601$
    6,708
    
    
    $
    6,828
    
    
    $
    6,640
 Defined benefit plan  gratuity
  Year ended March 31,2010
    
    
    2009Change in projected benefit obligationsObligation at beginning of the year
    
    $
    3505
    
    
    $
    2,254Foreign currency translation
    
    
    473
    
    
    
    (702
    )Service cost
    
    
    1,128
    
    
    
    838Interest cost
    
    
    349
    
    
    
    277Benefits paid
    
    
    (278
    )
    
    
    (304
    )Business combinations
    
    
    
    
    
    
    765Actuarial (gain) loss
    
    
    (189
    )
    
    
    377Benefit obligation at end of the year
    
    $
    4,988
    
    
    $
    3,505Change in plan assetsPlan assets at beginning of the year
    
    $
    355
    
    
    $
    550Foreign currency translation
    
    
    37
    
    
    
    (105
    )Actual return
    
    
    9
    
    
    
    (26
    )Actual contributions
    
    
    108
    
    
    
    240Benefits paid
    
    
    (278
    )
    
    
    (304
    )Plan assets at end of the year
    
    $
    231
    
    
    $
    355Accrued pension liability
    
    $
    (4,757
    )
    
    $
    (3,150
    )Current
    
    
    (836
    )
    
    
    (580
    )Non-current
    
    
    (3,921
    )
    
    
    (2,570
    )Net amount recognized
    
    
    (4,757
    )
    
    
    (3,150
    )Accumulated benefit obligation at end of the year
    
    $
    3,317
    
    
    $
    2,326
 F-31




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2010
(Amounts in thousands, except share and per share data)
  Year ended March 31,2010
    
    
    2009
    
    
    2008Service cost
    
    $
    1,128
    
    
    $
    838
    
    
    $
    437Interest cost
    
    
    349
    
    
    
    277
    
    
    
    114Expected return on plan assets
    
    
    (77
    )
    
    
    (51
    )
    
    
    (38
    )Actuarial loss
    
    
    205
    
    
    
    238
    
    
    
    8Net periodic gratuity cost for the year
    
    $
    1,605
    
    
    $
    1,302
    
    
    $
    521
  Year ended March 31,2010
    
    
    2009
    
    
    2008Net actuarial gain (loss)
    
    $
    109
    
    
    $
    (435
    )
    
    $
    (476
    )Amortization of net actuarial loss
    
    
    205
    
    
    
    235
    
    
    
    11Foreign currency translation
    
    
    (93
    )
    
    
    150
    
    
    
    (21
    )Total
    
    $
    221
    
    
    $
    (50
    )
    
    $
    (486
    )
  Year ended March 31,2010
    
    2009
    
    2008Discount rate
    

7%-10.57%

    

7%-9.95%

    

    7.6-10.25%Rate of increase in compensation levels
    
    7%-15% for 5 years
    
    10%-15% for 5 years
    
    11%-15% for 5 yearsand 7%-10% thereafter
    
    and 9% thereafter
    
    and 7% thereafterRate of return on plan assets
    

    7.5%

    

    7.5%

    

    7.5%
  Fair Value
Measurements and Disclosure
 F-32




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2010
(Amounts in thousands, except share and per share data)
  Year ending March 31,
    
    Amount2011
    
    $
    1,0682012
    
    
    1,2732013
    
    
    1,4272014
    
    
    1,4782015
    
    
    1,4672016-2020
    
    
    5,082$
    11,795
  F-33




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2010
(Amounts in thousands, except share and per share data)
 11. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
  Year ended March 31,2010
    
    
    2009(As restatedSee Note 2)Cumulative translation adjustments
    
    $
    (11,534
    )
    
    $
    (32,645
    )Unrealized gain (loss) on cash flow hedges, net of tax
    
    
    4,415
    
    
    
    (16,430
    )Net actuarial loss on pension plans
    
    
    (454
    )
    
    
    (675
    )Total
    
    $
    (7,573
    )
    
    $
    (49,750
    )
 12. EQUITY
  F-34




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2010
(Amounts in thousands, except share and per share data)
 13. SHARE BASED COMPENSATION
  Year ended March 31,2010
    
    
    2009
    
    
    2008Share-based compensation recorded inCost of revenue
    
    $
    3,730
    
    
    $
    3,647
    
    
    $
    2,436Selling, general and administrative expenses
    
    
    11,397
    
    
    
    9,775
    
    
    
    4,380Total share-based compensation
    
    $
    15,127
    
    
    $
    13,422
    
    
    $
    6,816Recognized income tax benefit
    
    $
    (2,563
    )
    
    $
    (3,002
    )
    
    $
    (1,574
    )
   Share-based options
  F-35




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2010
(Amounts in thousands, except share and per share data)
 Weighted
    
    
    Weighted average
    
    
    Aggregateaverage
    
    
    remaining contract
    
    
    intrinsicShares
    
    
    exercise price
    
    
    term (in years)
    
    
    valueOutstanding at April 1, 2009
    
    
    1,877,505
    
    
    $
    13.74
    
    
    
    6.77
    
    
     $
    748Granted
    
    
    Exercised
    
    
    (658,353
    )
    
    
    6.48Forfeited
    
    
    (8,433
    )
    
    
    22.93Lapsed
    
    
    (12,448
    )
    
    
    9.20Outstanding at March 31, 2010
    
    
    1,198,271
    
    
    $
    17.71
    
    
    
    6.02
    
    
     $
    1,785Options vested and expected to vest
    
    
    1,192,837
    
    
    $
    17.71
    
    
    
    6.02
    
    
      $
    1,785Options exercisable
    
    
    1,150,645
    
    
    $
    17.39
    
    
    
    5.97
    
    
      $
    1,785
    Year endedMarch 31,2008Expected life
    
    3.5 yearsRisk free interest rates
    
    
    4.5
    %Volatility
    
    
    29.9
    %Dividend yield
    
    
    0
    %
  F-36




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2010
(Amounts in thousands, except share and per share data)
 Restricted Share Units
   Weighted
    
    
    Weighted averageaverage
    
    
    remaining contract
    
    
    AggregateShares
    
    
    fair value
    
    
    term (in years)
    
    
    intrinsic valueOutstanding at April 1, 2009
    
    
    1,616,512
    
    
    $
    15.41
    
    
    
    8.88
    
    
    $
    2,055Granted
    
    
    928,923
    
    
    
    10.28Vested/exercised
    
    
    (520,308
    )
    
    
    17.41Forfeited
    
    
    (171,530
    )
    
    
    9.68Outstanding at March 31, 2010
    
    
    1,853,597
    
    
    $
    12.81
    
    
    
    7.50
    
    
    $
    19,889RSUs expected to vest
    
    
    1,696,661
    
    
    $
    12.81
    
    
    
    7.50
    
    
    $
    18,205RSUs exercisable
    
    
    313,494
    
    
    $
    14.62
    
    
    
    8.03
    
    
    $
    3,364
  Year ended March 31,2010
    
    2009
    
    2008Expected life
    
    2.3 years
    
    2.4 years
    
    2.0 yearsRisk free interest rates
    
    
    1.3
    %
    
    
    2.2
    %
    
    
    4.4
    %Volatility
    
    
    57.4
    %
    
    
    33.7
    %
    
    
    29.1
    %Dividend yield
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
 F-37




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2010
(Amounts in thousands, except share and per share data)
    F-38




---



##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2010
(Amounts in thousands, except share and per share data)
 14. RELATED PARTY TRANSACTIONS
 Name of the related party
    
    RelationshipWarburg Pincus and its affiliates
    
    Principal shareholderThe Indian Hotels Co Ltd (Indian Hotels)
    
    A company having a director in common with WNS HoldingsFlovate Technologies Limited (Flovate) (up to
June 10, 2007)
    
    A company of which a
member of management
is a principal
shareholderDatacap Software Private Limited (Datacap)
    
    A company of which a
member of management
is a principal
shareholderHDFC Limited
    
    A company having a director in common with WNS HoldingsMahindra & Mahindra Limited
    
    A company having a director in common with WNS HoldingsSingapore Telecommunications Limited (Singtel)
    
    A company having a director in common with WNS Holdings
  Amount receivable (payable)Year ended March 31,
    
    at March 31,Nature of transaction/related party
    
    2010
    
    2009
    
    2008
    
    2010
    
    2009RevenueWarburg Pincus and its affiliates
    
    
    2,625
    
    
    
    3,242
    
    
    
    3,466
    
    
    
    739
    
    
    
    64Cost of revenueFlovate
    
    
    
    
    
    
    
    
    
    
    236
    
    
    
    
    
    
    
    Warburg Pincus and its affiliates
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    Datacap
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    Singtel
    
    
    319
    
    
    
    274
    
    
    
    
    
    
    
    
    
    
    
    (37
    )Mahindra & Mahindra Limited
    
    
    
    
    
    
    4
    
    
    
    
    
    
    
    
    
    
    
    Selling, general and administrative
expenseWarburg Pincus and its affiliates
    
    
    
    
    
    
    108
    
    
    
    189
    
    
    
    
    
    
    
    (5
    )Flovate
    
    
    
    
    
    
    
    
    
    
    130
    
    
    
    
    
    
    
    Indian Hotels
    
    
    4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Datacap
    
    
    5
    
    
    
    29
    
    
    
    26
    
    
    
    
    
    
    
    Property and equipment additionsWarburg Pincus and its affiliates
    
    
    
    
    
    
    2
    
    
    
    702
    
    
    
    
    
    
    
    Flovate
    
    
    
    
    
    
    
    
    
    
    394
    
    
    
    
    
    
    
    Datacap
    
    
    2
    
    
    
    5
    
    
    
    
    
    
    
    
    
    
    
    Other incomeWarburg Pincus and its affiliates
    
    
    
    
    
    
    
    
    
    
    25
    
    
    
    
    
    
    
    Flovate
    
    
    
    
    
    
    
    
    
    
    36
    
    
    
    
    
    
    
    Interest expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    HDFC Limited
    
    
    
    
    
    
    269
    
    
    
    
    
    
    
    
    
    
    
    
 F-39




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2010
(Amounts in thousands, except share and per share data)
 15. OTHER EXPENSE (INCOME), NET
  Year ended March 31,2010
    
    
    2009
    
    
    2008Foreign exchange (gain) loss, net
    
    $
    8,750
    
    
    $
    8,310
    
    
    $
    (2,943
    )Interest income
    
    
    (308
    )
    
    
    (1,869
    )
    
    
    (5,254
    )Gain on sale of property and equipment, net
    
    
    (98
    )
    
    
    (58
    )
    
    
    (62
    )Income from securities
    
    
    (144
    )
    
    
    (179
    )
    
    
    (100
    )Other
    
    
    (1,148
    )
    
    
    (565
    )
    
    
    (825
    )Total
    
    $
    7,052
    
    
    $
    5,639
    
    
    $
    (9,184
    )
 16. SEGMENTS
 Segmental Reporting
   F-40




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2010
(Amounts in thousands, except share and per share data)
 Year ended March 31, 2010WNS Global
    
    
    WNS Auto
    
    
    InterBPO
    
    
    Claims BPO
    
    
    segments (a)
    
    
    TotalRevenue from external customers
    
    $
    340,411
    
    
    $
    242,050
    
    
    $
    
    
    
    $
    582,461Segment revenue
    
    $
    341,477
    
    
    $
    242,050
    
    
    $
    (1,066
    )
    
    $
    582,461Payments to repair centers
    
    
    
    
    
    
    191,923
    
    
    
    
    
    
    
    191,923Revenue less repair payments
    
    
    341,477
    
    
    
    50,127
    
    
    
    (1,066
    )
    
    
    390,538Depreciation
    
    
    20,094
    
    
    
    1,058
    
    
    
    
    
    
    
    21,152Other costs
    
    
    258,850
    
    
    
    39,034
    
    
    
    (1,066
    )
    
    
    296,818Segment operating income
    
    
    62,533
    
    
    
    10,035
    
    
    
    
    
    
    
    72,568Other expense (income),net
    
    
    9,106
    
    
    
    (2,054
    )
    
    
    
    
    
    
    7,052Interest expense
    
    
    13,759
    
    
    
    64
    
    
    
    
    
    
    
    13,823Segment income before income taxes
    
    
    39,668
    
    
    
    12,025
    
    
    
    
    
    
    
    51,693Provision (benefit) for income taxes
    
    
    (1,857
    )
    
    
    2,855
    
    
    
    
    
    
    
    998Segment income
    
    
    41,525
    
    
    
    9,170
    
    
    
    
    
    
    
    50,695Unallocated share-based compensation expense
(Including related fringe benefit taxes  $459)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,586Amortization of intangible assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,422Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,687Less: Net
loss attributable to redeemable noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,023
    )Net income attributable to WNS (Holdings) Limited
shareholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    3,710Capital expenditures
    
    $
    11,974
    
    
    $
    1,283
    
    
    $
    
    
    
    $
    13,257Segment assets, net of eliminations
    
    $
    443,575
    
    
    $
    106,315
    
    
    $
    
    
    
    $
    549,890
  
 (a)
    
    This represents invoices raised by WNS Global BPO on WNS Auto Claims BPO on an arms length
basis for business process outsourcing services rendered by the former to the latter. F-41




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2010
(Amounts in thousands, except share and per share data)
 Year ended March 31, 2009 (As restated See Note 2)WNS Global
    
    
    WNS Auto
    
    
    InterBPO
    
    
    Claims BPO
    
    
    segments (a)
    
    
    TotalRevenue from external customers
    
    $
    322,176
    
    
    $
    198,725
    
    
    $
    
    
    
    $
    520,901Segment revenue
    
    $
    322,917
    
    
    $
    198,725
    
    
    $
    (741
    )
    
    $
    520,901Payments to repair centers
    
    
    
    
    
    
    135,874
    
    
    
    
    
    
    
    135,874Revenue less repair payments
    
    
    322,917
    
    
    
    62,851
    
    
    
    (741
    )
    
    
    385,027Depreciation
    
    
    20,930
    
    
    
    859
    
    
    
    
    
    
    
    21,789Other costs
    
    
    251,044
    
    
    
    45,496
    
    
    
    (741
    )
    
    
    295,799Segment operating income
    
    
    50,943
    
    
    
    16,496
    
    
    
    
    
    
    
    67,439Other expense, net
    
    
    6,099
    
    
    
    (460
    )
    
    
    
    
    
    
    5,639Interest expense
    
    
    11,192
    
    
    
    590
    
    
    
    
    
    
    
    11,782Segment income before income taxes
    
    
    33,652
    
    
    
    16,366
    
    
    
    
    
    
    
    50,018Provision (benefit) for income taxes
    
    
    (305
    )
    
    
    3,648
    
    
    
    
    
    
    
    3,343Segment income
    
    
    33,957
    
    
    
    12,718
    
    
    
    
    
    
    
    46,675Unallocated share-based compensation expense
(Including related fringe benefit taxes  $446)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,868Amortization of intangible assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24,912Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,895Less: Net
loss attributable to redeemable noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (287
    )Net income attributable to WNS (Holdings) Limited
shareholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    8,182Capital expenditures
    
    $
    21,227
    
    
    $
    1,466
    
    
    $
    
    
    
    $
    22,693Segment assets, net of eliminations
    
    $
    471,258
    
    
    $
    90,569
    
    
    $
    
    
    
    $
    561,827
  
 (a)
    
    This represents invoices raised by WNS Global BPO on WNS Auto Claims BPO on a arms length basis
for business process outsourcing services rendered by the former to the latter. F-42




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2010
(Amounts in thousands, except share and per share data)
 Year ended March 31, 2008 (As restated See Note 2)WNS Global
    
    
    WNS Auto
    
    
    InterBPO
    
    
    Claims BPO
    
    
    segments (a)
    
    
    TotalRevenue from external customers
    
    $
    260,146
    
    
    $
    177,884
    
    
    $
    
    
    
    $
    438,030Segment revenue
    
    $
    261,210
    
    
    
    177,884
    
    
    
    (1,064
    )
    
    
    438,030Payments to repair centers
    
    
    
    
    
    
    147,389
    
    
    
    
    
    
    
    147,389Revenue less repair payments
    
    
    261,210
    
    
    
    30,495
    
    
    
    (1,064
    )
    
    
    290,641Depreciation
    
    
    17,071
    
    
    
    1,381
    
    
    
    
    
    
    
    18,452Other costs
    
    
    225,587
    
    
    
    14,757
    
    
    
    (1,064
    )
    
    
    239,280Segment operating income
    
    
    18,552
    
    
    
    14,357
    
    
    
    
    
    
    
    32,909Other expense(income), net
    
    
    (7,885
    )
    
    
    (1,299
    )
    
    
    
    
    
    
    (9,184
    )Interest expense
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    3Segment income before income taxes
    
    
    26,434
    
    
    
    15,656
    
    
    
    
    
    
    
    42,090Provision for income taxes
    
    
    259
    
    
    
    4,913
    
    
    
    
    
    
    
    5,172Segment income
    
    
    26,175
    
    
    
    10,743
    
    
    
    
    
    
    
    36,918Unallocated share-based compensation expense
(Including related fringe benefit taxes  $2,322)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,138Amortization of intangible assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,869Impairment of goodwill, intangibles and other assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,464Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,447Less: Net
loss attributable to redeemable noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income attributable to WNS (Holdings) Limited
shareholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,447Capital expenditures
    
    $
    27,609
    
    
    $
    525
    
    
    $
    
    
    
    $
    28,134Segment assets, net of eliminations
    
    $
    269,259
    
    
    $
    87,982
    
    
    $
    
    
    
    $
    357,241
  
 (a)
    
    This represents invoices raised by WNS Global BPO on WNS Auto Claims BPO at arms length basis
for business process outsourcing services rendered by the former to the latter. F-43




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2010
(Amounts in thousands, except share and per share data)
  Year ended March 31,2010
    
    
    2009
    
    
    2008(As restated
    
    
    (As restatedSee Note 2)
    
    
    See Note 2)UK
    
    $
    339,219
    
    
    $
    291,218
    
    
    $
    216,780North America
    
    
    142,699
    
    
    
    130,469
    
    
    
    113,744Europe (excludes UK)
    
    
    97,297
    
    
    
    97,713
    
    
    
    104,167Other
    
    
    3,246
    
    
    
    1,501
    
    
    
    3,339$
    582,461
    
    
    $
    520,901
    
    
    $
    438,030
  As at March 31,2010
    
    
    2009UK
    
    $
    2,352
    
    
    $
    2,138India
    
    
    43,479
    
    
    
    50,948US
    
    
    674
    
    
    
    962Other
    
    
    5,195
    
    
    
    1,944$
    51,700
    
    
    $
    55,992
 17. FAIR VALUE DISCLOSURES
  Level 1
    
    Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active marketsLevel 2
    
    Includes other inputs that are directly or indirectly observable in the market priceLevel 3
    
    Unobservable inputs which are supported by little or no market activity
  F-44




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2010
(Amounts in thousands, except share and per share data)
  Fair value measurement at reporting date usingQuoted prices in
    
    
    Significantactive markets
    
    
    other
    
    
    Significantfor identical
    
    
    observable
    
    
    unobservableMarch 31,
    
    
    assets
    
    
    inputs
    
    
    inputsDescription
    
    2010
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)AssetsDerivative contracts current
    
    
    22,808
    
    
    
    
    
    
    
    22,808
    
    
    
     non current
    
    
    8,374
    
    
    
    
    
    
    
    8,374
    
    
    
    Total Assets
    
    $
    31,182
    
    
    $
    
    
    
    $
    31,182
    
    
    $
    LiabilitiesDerivative contracts current
    
    $
    6,750
    
    
    $
    
    
    
    $
    6,750
    
    
    $
     non current
    
    
    1,992
    
    
    
    
    
    
    
    1,992
    
    
    
    Total liabilities
    
    $
    8,742
    
    
    $
    
    
    
    $
    8,742
    
    
    $
    
 Fair value measurement at reporting date usingQuoted prices in
    
    
    Significantactive markets
    
    
    other
    
    
    Significantfor identical
    
    
    observable
    
    
    unobservableMarch 31,
    
    
    assets
    
    
    inputs
    
    
    inputsDescription
    
    2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)AssetsMarketable securities  current
    
    $
    8,925
    
    
    $
    8,925
    
    
    $
    
    
    
    $
    Derivative contracts current
    
    
    20,102
    
    
    
    
    
    
    
    20,102
    
    
    
     non current
    
    
    6,795
    
    
    
    
    
    
    
    6,795
    
    
    
    Total Assets
    
    $
    35,822
    
    
    $
    8,925
    
    
    $
    26,897
    
    
    $
    LiabilitiesDerivative contracts current
    
    $
    16,495
    
    
    $
    
    
    
    $
    16,495
    
    
    $
     non current
    
    
    10,393
    
    
    
    
    
    
    
    10,393
    
    
    
    Total liabilities
    
    $
    26,888
    
    
    $
    
    
    
    $
    26,888
    
    
    $
    
  F-45




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2010
(Amounts in thousands, except share and per share data)
 18. DEBT
 Long term debt
     For fiscal year ending March 31
    
    $2011
    
    
    40,0002012
    
    
    50,0002013
    
    
    45,000
 Short-term line of credit
   F-46




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2010
(Amounts in thousands, except share and per share data)
 19. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
  Disclosures about Derivative Instruments and Hedging
Activities, an amendment of ASC 815-10
 Cash flow hedges
   F-47




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2010
(Amounts in thousands, except share and per share data)
 Other
   March 31, 2010Foreignexchange
    
    Foreign
    
    Interestforward
    
    exchange
    
    rate
    
    Totalcontracts
    
    option contracts
    
    contracts
    
    derivativesAssetsDerivatives not designated as hedging instrumentsOther current assets
    
    $
    1,501
    
    
    $
    550
    
    
    
    
    
    
    $
    2,051Other assets  non current
    
    
    28
    
    
    
    76
    
    
    
    
    
    
    
    104Total
    
    $
    1,529
    
    
    $
    626
    
    
    
    
    
    
    $
    2,155Derivatives designated as hedging instrumentsOther current assets
    
    $
    11,281
    
    
    $
    9,476
    
    
    
    
    
    
    $
    20,757Other assets  non current
    
    
    642
    
    
    
    7,628
    
    
    
    
    
    
    
    8,270Total
    
    $
    11,923
    
    
    $
    17,104
    
    
    
    
    
    
    $
    29,027Total assets
    
    $
    13,452
    
    
    $
    17,730
    
    
    
    
    
    
    $
    31,182LiabilitiesDerivatives not designated as hedging instrumentsOther current liabilities
    
    $
    415
    
    
    
    
    
    
    
    
    
    
    $
    415Derivative contracts
    
    
    11
    
    
    
    
    
    
    
    
    
    
    
    11Total
    
    $
    426
    
    
    
    
    
    
    
    
    
    
    $
    426Derivatives designated as hedging instrumentsOther current liabilities
    
    $
    1,836
    
    
    
    
    
    
    $
    4,499
    
    
    $
    6,335Derivative contracts
    
    
    86
    
    
    
    
    
    
    
    1,895
    
    
    
    1,981Total
    
    $
    1,922
    
    
    
    
    
    
    $
    6,394
    
    
    $
    8,316Total liabilities
    
    $
    2,348
    
    
    
    
    
    
    $
    6,394
    
    
    $
    8,742
 F-48




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2010
(Amounts in thousands, except share and per share data)
 March 31, 2009Foreignexchange
    
    Foreign
    
    Interestforward
    
    exchange
    
    rate
    
    Totalcontracts
    
    option contracts
    
    contracts
    
    derivativesAssetsDerivatives not designated as hedging instrumentsOther current assets
    
    $
    204
    
    
    $
    509
    
    
    
    
    
    
    $
    713Other assets  non current
    
    
    73
    
    
    
    40
    
    
    
    
    
    
    
    113Total
    
    $
    277
    
    
    $
    549
    
    
    
    
    
    
    $
    826Derivatives designated as hedging instrumentsOther current assets
    
    $
    10,121
    
    
    $
    9,267
    
    
    
    
    
    
    $
    19,388Other assets  non current
    
    
    197
    
    
    
    6,486
    
    
    
    
    
    
    
    6,683Total
    
    $
    10,318
    
    
    $
    15,753
    
    
    
    
    
    
    $
    26,071Total assets
    
    $
    10,595
    
    
    $
    16,302
    
    
    
    
    
    
    $
    26,897LiabilitiesDerivatives not designated as hedging instrumentsOther current liabilities
    
    $
    1
    
    
    
    
    
    
    
    
    
    
    $
    1Derivative contracts
    
    
    11
    
    
    
    
    
    
    
    
    
    
    
    11Total
    
    $
    12
    
    
    
    
    
    
    
    
    
    
    $
    12Derivatives designated as hedging instrumentsOther current liabilities
    
    $
    12,053
    
    
    
    
    
    
    $
    4,440
    
    
    $
    16,493Derivative contracts
    
    
    4,060
    
    
    
    
    
    
    
    6,323
    
    
    
    10,383Total
    
    $
    16,113
    
    
    
    
    
    
    $
    10,763
    
    
    $
    26,876Total liabilities
    
    $
    16,125
    
    
    
    
    
    
    $
    10,763
    
    
    $
    26,888
 F-49




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2010
(Amounts in thousands, except share and per share data)
  Location of gain (loss)
    
    Amount of gain (loss)recognized in
    
    recognized in income onAmount of gain (loss)
    
    
    Location of gain (loss)
    
    Amount of gain (loss)
    
    
    income on derivative
    
    derivative (ineffectiverecognized
    
    
    reclassified from AOCI
    
    reclassified from
    
    
    (ineffective portion and
    
    portion and amountin AOCI on derivatives
    
    
    into income (effective
    
    AOCI into income
    
    
    amount excluded from
    
    excluded from(effective portion)
    
    
    portion)
    
    (effective portion)
    
    
    effectiveness testing)
    
    effectiveness testing)As of March 31, 2010
    
    
    
    Year endedMarch 31, 2010
   
    
    
   Year ended March 31, 2010Derivatives designated as hedgesForeign exchange forward contracts
    
    $
    10,001
    
    
    Revenue
    
    $
    2,404
    
    
    
    
    $
    Other expense, net
    
    
    (4,084
    )
    
    Other expense, net*
    
    
    779Foreign exchange option contracts
    
    
    (324
    )
    
    Revenue
    
    
    6
    
    
    
    
    
    Other expense, net
    
    
    (671
    )
    
    Other expense, net*
    
    
    374Interest rate swaps
    
    
    (5,354
    )
    
    Interest expense
    
    
    (5,477
    )
    
    Other expense, net*
    
    
    (869
    )$
    4,323
    
    
    
    
    $
    (7,822
    )
    
    
    
    $
    284
 Location of gain or (loss)
    
    Amount of gain (loss)recognised in income on
    
    recognised in income onderivatives
    
    DerivativesYear endedMarch 31, 2010Derivatives not designated as hedging instrumentsForeign exchange forward contracts
    
    
    Other expense, net
    
    $
    425Foreign exchange option contracts
    
    
    Other expense, net
    
    
    (476
    )$
    (51
    )
 
 *

The foreign exchange forward contracts and foreign
exchange option contracts include gains of $286 and $328, respectively,
and interest rate swap includes a loss of $869  which is reclassified
into earnings as a result of the discontinuance of cash flow hedge
due to the non-occurrence of original forecasted transactions by the end
of the originally specified time period.
 F-50




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2010
(Amounts in thousands, except share and per share data)
  Location of gain (loss)
    
    Amount of gain (loss)recognized in
    
    recognized in income onAmount of gain (loss)
    
    
    Location of gain (loss)
    
    Amount of gain (loss)
    
    
    income on derivative
    
    derivative (ineffectiverecognized
    
    
    reclassified from AOCI
    
    reclassified from
    
    
    (ineffective portion and
    
    portion and amountin AOCI on derivatives
    
    
    into income (effective
    
    AOCI into income
    
    
    amount excluded from
    
    excluded from(effective portion)
    
    
    portion)
    
    (effective portion)
    
    
    effectiveness testing)
    
    effectiveness testing)As of March 31, 2009
    
    
    
    Year ended March 31, 2009
    
    
    
    Year ended  March 31, 2009Derivatives designated as hedgesForeign exchange forward contracts
    
    $
    (5,795
    )
    
    Revenue
    
    $
    335
    
    
    
    
    $
    Other expense, net
    
    
    (12,384
    )Foreign exchange option contracts
    
    
    (582
    )
    
    Revenue
    
    
    6,046Other expense, net
    
    
    186Interest rate swaps
    
    
    (10,053
    )
    
    Interest expense
    
    
    (696
    )
    
    Other expense, net*
    
    
    (710
    )$
    (16,430
    )
    
    
    
    $
    (6,513
    )
    
    
    
    $
    (710
    )
 Location of gain or (loss)
    
    Amount of gain (loss)recognised in income on
    
    recognised in income onderivatives
    
    DerivativesYear ended  March 31, 2009Derivatives not designated as
hedging instrumentsForeign exchange forward contracts
    
    Other expense, net
    
    $
    668Foreign exchange option contracts
    
    Other expense, net
    
    
    1,611$
    2,279
   
 *

Represents loss reclassified into earnings as a
result of the discontinuance of cash flow hedge due to the non-occurrence
of original forecasted transactions by the end of the originally
specified time period.
 F-51




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2010
(Amounts in thousands, except share and per share data)
 20. COMMITMENTS AND CONTINGENCIES
 Leases
   Year ending March 31,
    
    Operating leases2011
    
    $
    20,4492012
    
    
    14,9782013
    
    
    13,4932014
    
    
    12,9132015
    
    
    9,273Thereafter
    
    
    21,750Total minimum lease payments
    
    $
    92,856
  Bank guarantees and other
    Contingencies
  21. JOINT VENTURE WITH ACS
 Distinguishing Liabilities from Equity
  F-52




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2010
(Amounts in thousands, except share and per share data)
 22. OTHER CURRENT ASSETS
  As at March 31,2010
    
    
    2009Derivative instruments
    
    $
    22,808
    
    
    $
    20,409VAT receivables
    
    
    8,644
    
    
    
    9,625Deferred cost
    
    
    1,340
    
    
    
    1,381Advances
    
    
    1,035
    
    
    
    2,366Deposits
    
    
    
    
    
    
    731Other current assets
    
    
    2,481
    
    
    
    4,135Total
    
    $
    36,308
    
    
    $
    38,647
 23. OTHER CURRENT LIABILITIES
  As at March 31,2010
    
    
    2009(AsrestatedSee Note 2)Accrued expenses
    
    $
    40,702
    
    
    $
    34,606Withholding taxes and VAT payables
    
    
    2,728
    
    
    
    3,301Derivative instruments
    
    
    17,597
    
    
    
    22,931Interest payable on long term debt
    
    
    2,217
    
    
    
    1,961Other liabilities
    
    
    4,341
    
    
    
    1,071Total
    
    $
    67,585
    
    
    $
    63,870
 F-53