Exhibit 12.2
 Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  1.
    
    I have reviewed this annual report on Form 20-F of WNS (Holdings) Limited;2.
    
    Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered
by this report;3.
    
    Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the company as of, and for, the periods presented in this report;4.
    
    The companys other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15(d)-15(f)) for the company and have:
 (a)
    
    designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
company, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in
which this report is being prepared;(b)
    
    designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;(c)
    
    evaluated the effectiveness of the companys disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and(d)
    
    disclosed in this report any change in the companys internal control
over financial reporting that occurred during the period covered by
the annual report that has materially affected, or is reasonably
likely to materially affect, the companys internal control over
financial reporting; and
 5.
    
    The companys other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial
reporting, to the companys auditors and the audit committee of the
companys board of directors (or persons performing the equivalent
functions):
 (a)
    
    all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the companys ability to record,
process, summarize and report financial information; and(b)
    
    any fraud, whether or not material, that involves management or other
employees who have a significant role in the companys internal
control over financial reporting.
  By:
    /s/ Alok MisraName:
    Alok MisraTitle:
    Group Chief Financial Officer