##### 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, 2009
 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
(Translation of Registrants Name Into English)
    
    Jersey, Channel Islands
(Jurisdiction of Incorporation or Organization)
 
 
  Title of Each Class
    
    Name of Each Exchange on Which RegisteredAmerican Depositary Shares, each represented by 
one Ordinary Share, par value 10 pence per share
    
    The New York Stock Exchange
 
 
    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
by the International Accounting Standards Board o
    
    Other 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
    
    
    2ITEM 2.
    
    OFFER STATISTICS AND EXPECTED TIMETABLE
    
    
    2ITEM 3.
    
    KEY INFORMATION
    
    
    2ITEM 4.
    
    INFORMATION ON THE COMPANY
    
    
    20ITEM 4A.
    
    UNRESOLVED STAFF COMMENTS
    
    
    46ITEM 5.
    
    OPERATING AND FINANCIAL REVIEW AND PROSPECTS
    
    
    46ITEM 6.
    
    DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
    
    
    75ITEM 7.
    
    MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
    
    
    93ITEM 8.
    
    FINANCIAL INFORMATION
    
    
    95ITEM 9.
    
    THE OFFER AND LISTING
    
    
    96ITEM 10.
    
    ADDITIONAL INFORMATION
    
    
    98ITEM 11.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    122ITEM 12.
    
    DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
    
    
    123PART IIITEM 13.
    
    DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
    
    
    123ITEM 14.
    
    MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
    
    
    123ITEM 15.
    
    CONTROLS AND PROCEDURES
    
    
    124ITEM 16A.
    
    AUDIT COMMITTEE FINANCIAL EXPERT
    
    
    126ITEM 16B.
    
    CODE OF ETHICS
    
    
    126ITEM 16C.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    126ITEM 16D.
    
    EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
    
    
    127ITEM 16E.
    
    PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
    
    
    127ITEM 16F.
    
    CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT
    
    
    127ITEM 16G.
    
    CORPORATE GOVERNANCE
    
    
    127PART IIIITEM 17.
    
    FINANCIAL STATEMENTS
    
    
    128ITEM 18.
    
    FINANCIAL STATEMENTS
    
    
    128ITEM 19.
    
    EXHIBITS
    
    
    128SIGNATURES
    
    
    131INDEX TO WNS (HOLDINGS) LIMITEDS CONSOLIDATED FINANCIAL STATEMENTS
    
    
    F-1Ex-8.1 List of subsidiaries of WNS (Holdings) Limited.Ex-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 Offier 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 Sarbanes-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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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;
    
    our ability to expand our business or effectively manage growth;
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
    
    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. (which we have renamed as WNS Customer Solutions (Singapore) Private Limited following
our acquisition), or Aviva Global, and our master services agreement with Aviva Global
Services (Management Services) Private Limited, or AVIVA MS, as described below; and
    
    our ability to successfully consummate strategic acquisitions.
  
 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
   For the Year Ended March 31,2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005(US dollars in millions, except share and per share data)Consolidated Statement of Income Data:Revenue
    
    $
    539.3
    
    
    $
    459.9
    
    
    $
    352.3
    
    
    $
    202.8
    
    
    $
    162.2Cost of revenue(1)
    
    
    410.4
    
    
    
    363.3
    
    
    
    271.2
    
    
    
    145.7
    
    
    
    140.3Gross profit
    
    
    128.9
    
    
    
    96.5
    
    
    
    81.1
    
    
    
    57.1
    
    
    
    21.9
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For the Year Ended March 31,2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005(US dollars in millions, except share and per share data)Operating expenses:Selling, general and administrative expenses(1)
    
    
    75.5
    
    
    
    72.7
    
    
    
    52.5
    
    
    
    36.3
    
    
    
    24.9Amortization of intangible assets
    
    
    24.9
    
    
    
    2.9
    
    
    
    1.9
    
    
    
    0.9
    
    
    
    1.4Impairment of goodwill, intangibles and other
assets(2)
    
    
    
    
    
    
    15.5
    
    
    
    
    
    
    
    
    
    
    
    Operating income (loss)
    
    
    28.5
    
    
    
    5.5
    
    
    
    26.8
    
    
    
    19.9
    
    
    
    (4.4
    )Other (expense) income, net
    
    
    (5.6
    )
    
    
    9.2
    
    
    
    2.5
    
    
    
    0.5
    
    
    
    0.2Interest expense
    
    
    (11.8
    )
    
    
    
    
    
    
    (0.1
    )
    
    
    (0.4
    )
    
    
    (0.5
    )Income (loss) before income taxes
    
    
    11.1
    
    
    
    14.7
    
    
    
    29.2
    
    
    
    19.9
    
    
    
    (4.7
    )Provision for income taxes
    
    
    (3.3
    )
    
    
    (5.2
    )
    
    
    (2.6
    )
    
    
    (1.6
    )
    
    
    (1.1
    )Income (loss) before minority interest
    
    $
    7.8
    
    
    $
    9.5
    
    
    $
    26.6
    
    
    $
    18.3
    
    
    $
    (5.8
    )Minority interest
    
    
    0.3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income (loss)
    
    
    8.1
    
    
    
    9.5
    
    
    
    26.6
    
    
    
    18.3
    
    
    
    (5.8
    )Income (loss) per share/ADS:Basic
    
    $
    0.19
    
    
    $
    0.23
    
    
    $
    0.69
    
    
    $
    0.56
    
    
    $
    (0.19
    )Diluted
    
    $
    0.19
    
    
    $
    0.22
    
    
    $
    0.65
    
    
    $
    0.52
    
    
    $
    (0.19
    )Weightedaverage shares/ADSs outstanding (basic)
    
    
    42,520,404
    
    
    
    42,070,206
    
    
    
    38,608,188
    
    
    
    32,874,299
    
    
    
    30,969,658Weightedaverage shares/ADSs outstanding (diluted)
    
    
    43,108,599
    
    
    
    42,945,028
    
    
    
    41,120,497
    
    
    
    35,029,766
    
    
    
    30,969,658
 As of March 31,2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005(US dollars in millions)Consolidated Balance Sheet Data:AssetsCash and cash equivalents
    
    $
    38.9
    
    
    $
    102.7
    
    
    $
    112.3
    
    
    $
    18.5
    
    
    $
    9.1Bank deposits and marketable securities
    
    
    8.9
    
    
    
    8.1
    
    
    
    12.0
    
    
    
    
    
    
    
    Accounts receivable, net
    
    
    61.3
    
    
    
    47.9
    
    
    
    40.6
    
    
    
    28.1
    
    
    
    25.2Other current assets(3)
    
    
    54.4
    
    
    
    23.4
    
    
    
    18.5
    
    
    
    10.8
    
    
    
    9.7Total current assets
    
    
    163.5
    
    
    
    182.1
    
    
    
    183.4
    
    
    
    57.4
    
    
    
    44.0Deposits and deferred tax asset
    
    
    21.9
    
    
    
    15.4
    
    
    
    6.2
    
    
    
    4.3
    
    
    
    2.6Goodwill and intangible assets, net
    
    
    299.1
    
    
    
    96.9
    
    
    
    44.5
    
    
    
    42.5
    
    
    
    26.7Other assets
    
    
    11.4
    
    
    
    1.3
    
    
    
    
    
    
    
    
    
    
    
    Property, plant and equipment, net
    
    
    56.0
    
    
    
    50.8
    
    
    
    41.8
    
    
    
    30.6
    
    
    
    24.7Total assets
    
    
    551.9
    
    
    
    346.5
    
    
    
    275.9
    
    
    
    134.8
    
    
    
    98.0Liabilities and Shareholders EquityCurrent portion of long term debt and note payable
    
    
    45.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10.0Accrual for earn-out payment
    
    
    
    
    
    
    33.7
    
    
    
    
    
    
    
    
    
    
    
    Other current liabilities(4)
    
    
    122.7
    
    
    
    78.1
    
    
    
    63.4
    
    
    
    53.3
    
    
    
    54.8Total current liabilities
    
    
    167.7
    
    
    
    111.8
    
    
    
    63.4
    
    
    
    53.3
    
    
    
    64.8Deferred tax liabilities
    
    
    9.9
    
    
    
    1.8
    
    
    
    0.0
    
    
    
    2.3
    
    
    
    Other non-current liabilities(5)
    
    
    186.3
    
    
    
    5.7
    
    
    
    7.0
    
    
    
    1.0
    
    
    
    0.2Total shareholders equity
    
    
    188.0
    
    
    
    227.2
    
    
    
    205.5
    
    
    
    78.2
    
    
    
    43.0Total liabilities and shareholders equity
    
    $
    551.9
    
    
    $
    346.5
    
    
    $
    275.9
    
    
    $
    134.8
    
    
    $
    98.0
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For the Year Ended March 31,2009
    
    2008
    
    2007
    
    2006
    
    2005(US dollars in millions, except percentages and employee data)Other Consolidated Financial Data:Revenue
    
    $
    539.3
    
    
    $
    459.9
    
    
    $
    352.3
    
    
    $
    202.8
    
    
    $
    162.2Gross profit as a percentage of revenue
    
    
    23.9
    %
    
    
    21.0
    %
    
    
    23.0
    %
    
    
    28.1
    %
    
    
    13.5
    %Operating income (loss) as a percentage of revenue
    
    
    5.3
    %
    
    
    1.2
    %
    
    
    7.6
    %
    
    
    9.8
    %
    
    
    (2.7
    )%Other Unaudited Consolidated Financial and
Operating Data:Revenue less repair payments(6)
    
    $
    386.4
    
    
    $
    290.7
    
    
    $
    219.7
    
    
    $
    147.9
    
    
    $
    99.0Gross profit as a percentage of revenue less
repair payments
    
    
    33.4
    %
    
    
    33.2
    %
    
    
    36.9
    %
    
    
    38.6
    %
    
    
    22.1
    %Operating income (loss) as a percentage of
revenue less repair payments
    
    
    7.4
    %
    
    
    1.9
    %
    
    
    12.2
    %
    
    
    13.4
    %
    
    
    (4.4)
    %Number of employees (at period end)
    
    
    21,356
    
    
    
    18,104
    
    
    
    15,084
    
    
    
    10,433
    
    
    
    7,176
 
 Notes:(1)
    
    Includes the following share-based compensation amounts: For the Year Ended March 31,2009
    
    2008
    
    2007
    
    2006
    
    2005(US dollars in millions)Cost of revenue
    
    $
    3.6
    
    
    $
    2.4
    
    
    $
    1.0
    
    
    $
    0.1
    
    
    $
    0.0Selling, general and administrative expenses
    
    
    9.8
    
    
    
    4.4
    
    
    
    2.7
    
    
    
    1.8
    
    
    
    0.2
 (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
costs, deferred revenue, income taxes payable, deferred tax liabilities and other current
liabilities.(5)
    
    Consists of obligations under long term debt  non-current, liability on outstanding
derivative contracts  non-current, capital leases  non-current, deferred revenue 
non-current, deferred rent 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):
 For the Year Ended March 31,2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005(US dollars in millions)Revenue
    
    $
    539.3
    
    
    $
    459.9
    
    
    $
    352.3
    
    
    $
    202.8
    
    
    $
    162.2Less: Payments to repair centers
    
    
    152.9
    
    
    
    169.2
    
    
    
    132.6
    
    
    
    54.9
    
    
    
    63.2Revenue less repair payments
    
    $
    386.4
    
    
    $
    290.7
    
    
    $
    219.7
    
    
    $
    147.9
    
    
    $
    99.0
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B. Capitalization and Indebtedness
  C. Reasons for the Offer and 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
 Recent global economic conditions have been unprecedented and 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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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.
    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.
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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.
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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.
  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.
   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.
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
    
    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
expenditures, working capital and other general corporate purposes;
    
    it requires us to seek lenders 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.
 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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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.
   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.
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We have incurred losses in the past and have a limited operating history. 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 or provide inadequate service, 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.
  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.
  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;
 
    
    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.
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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.
  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.
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Our business may not develop in ways that we currently anticipate due to negative public reaction
to offshore outsourcing, proposed legislation or otherwise.
    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.
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Our controlling shareholder, Warburg Pincus, is able to control or significantly influence our
corporate actions.
  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.
  Risks Related to India
 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.
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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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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 adversely affecting
our business, results of operations, financial condition and cash flows.
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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.
  Currency fluctuations among the Indian rupee, the pound sterling and the US dollar could have a
material adverse effect on our results of operations.
    If more stringent labor laws become applicable to us, our profitability may be adversely affected.
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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;
    
    actual or anticipated fluctuations in our quarterly 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; and
    
    loss of one or more significant clients.
  Holders of ADSs may be restricted in their ability to exercise voting rights.
  19




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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
 www.wns.com Information contained on our
website does not constitute part of this annual report.
 Call 24-7.
  20




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B. Business Overview
    21




---



##### Table of Contents



Industry Overview
     Global IT Outsourcing vs. BPO Market ($ in billions)
    
    Indian BPO Industry Exports ($ in billions)(CHART)
    
    (CHART)Source: Gartner Outsourcing Worldwide Forecast Database, April 2009
    
    Source: NASSCOM Factsheet, updated February 2009Note: Years ending December 31
    
    Note: Years ending March 31
 22




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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 revenue since 2004;
    
    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 the top
two best performing business process outsourcing company in 2008 and 2009;
    
    KLM Royal Dutch Airlines recognized us with the Partners in Innovation Challenge Award in
2008;
    
    The CIO Magazine (Indian Edition) granted us an award for Innovative Strategic Solutions
in 2008;
 23




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
    
    The Auto Body Professionals Club, a UK automobile repair trade organization, ranked us as
the best accident management company in 2007;
    
    The Global Six Sigma experts and practitioners ranked us the best achievement of Six Sigma
in Outsourcing in 2007;
    
    FAO Research Inc., an independent research firm worldwide, recognized us for Outstanding
Finance and Accounting Best Practices on two client engagements in 2007; and
    
    The Institute of Directors, an association promoting the development of Indian business
leadership, recognized us with the Golden Peacock Innovation Award in 2007.
   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
  24




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Diversified client base across multiple industries and geographic locations
  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
  25




---



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Enhance awareness of the WNS brand name
  Reinforce leadership in existing industries and penetrate new industry sectors
  Broaden industry expertise and enhance growth through selective acquisitions
  Business Process Outsourcing Service Offerings
  26




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27




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Travel and Leisure Services
   
    
    airlines;
 
    
    travel intermediaries; and
 
    
    others such as global distribution systems and network providers.
   
 Case Study.
 
    
    customer interaction: customer complaint resolution, loyalty program management;
 28




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##### Table of Contents




    
    passenger revenue accounting: refunds, fare audit, ticket coupon matching, sales
accounting;
 
    
    cargo operations and accounting: scheduling, booking, flight planning, mail revenue
accounting;
 
    
    revenue management: seat allocation, processing meal requests, yield maximization through
inventory management, fare filing, fare construction and quotation;
 
    
    reporting and analytics: aircraft load factor, costs, market share, revenue and competition
reports; and
 
    
    other miscellaneous services: updating employee records, calculation of medical leave and
overtime for staff.
  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;
 
    
    mortgage banks and loan servicers;
 
    
    asset managers and financial advisory service providers; and
 
    
    healthcare payors, providers and device manufacturers.
   29




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30




---



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Case Study.
 
    
    sales and marketing support activities such as broker and advisor support;
 
    
    customer account set-up and maintenance processes such as application processing,
application verification, credit evaluation and customer care; and
 
    
    trading and securities operations such as order entry, reconciliation, reporting and
exceptions research.
  Industrial and Infrastructure Services
    
 31




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##### Table of Contents



Case Study.
 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.
 Finance and Accounting Services
   32




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##### Table of Contents



Case Study.
 
    
    Planning services  providing daily updates of current and future cash flows of the
clients 150 affiliated companies;
 
    
    Back-office services  managing core treasury functions;
 
    
    Middle office services  providing processes such as credit monitoring, and hedging
analysis;
 
    
    Accounting services  providing end-to-end accounting services in enterprise resource
planning including book closing, account reconciliation and budget preparation; and
 
    
    Treasury operations services  providing reports on hedging positions, outstanding balance
and money market dividend.
  33




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##### Table of Contents



Research and Analytics Services
    
 Case Study.
 
    
    sales force effectiveness analytics utilizing a range of analytical tools and statistical
techniques to transform datasets into simple and conclusive insight;
 
    
    product and therapeutic area evaluation which involves a combination of analytics and
qualitative research, including pricing and forecasting support; and
 34




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##### Table of Contents




    
    performance tracking, which provides management information by capturing key performance
indicators for various business functions.
  
    
    standardizing and integrating processes to enable data analytics across all commercial
centers in Europe;
 
    
    institutionalizing knowledge through sharing of best practices globally, thereby fostering
innovation;
 
    
    improving process efficiency through automation in report-generation, thereby reducing
turnaround time;
 
    
    creating a knowledge repository comprising process and training manuals, standard outputs,
templates and guide books;
 
    
    instituting a proactive error-prevention mechanism by creating standard operating
procedures, and instituting strong knowledge-sharing practices; and
 
    
    building a sizable team of research and analytics resources, tapping the talent of
individuals with deep domain expertise, such as medical and pharmaceutical industry knowledge,
and augmenting this with those that possess deep analytics, business intelligence and research
skills.
  Business Transformation Services
  35




---



##### Table of Contents



Sales and Marketing
    Clients
  36




---



##### Table of Contents



AVIVA
    
    MMCBiomet Inc.
    
    SAGABritish Airways
    
    SITACentrica plc
    
    TravelocityLiverpool
    
    Virgin Atlantic Airways Ltd.
  Year Ended March 31,2009
    
    2008Below $1.0 million
    
    
    161
    
    
    
    145$1.0 million to $5.0 million
    
    
    40
    
    
    
    36$5.0 million to $10.0 million
    
    
    5
    
    
    
    8More than $10.0 million
    
    
    10
    
    
    
    6
 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.
   37




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Intellectual Property
    Technology
   Process and Quality Assurance and Risk Management
    38




---



##### Table of Contents



Human Capital
  Recruiting and Retention
   Training and Development
   39




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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 final and conclusive  it cannot be altered by the courts which pronounced
it;
 
    
    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;
 40




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
    
    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.
   
    
    where the judgment has not been pronounced by a court of competent jurisdiction;
 41




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##### Table of Contents




    
    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
  42




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43




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Notes:(1)
    
    WNS (Holdings) Limited made 99.99% of the capital contribution. The remaining 0.01% capital
contribution is by WNS North America, Inc. to satisfy the regulatory requirement to have a
minimum of two shareholders.(2)
    
    All the shares except one share are held by WNS North America, Inc. The remaining one share
is held by a nominee shareholder of WNS North America, Inc. to satisfy the regulatory
requirement to have a minimum of two shareholders.(3)
    
    Our joint venture company established by WNS Global Services Netherlands Cooperative U.A.
(65% ownership interest) and Advanced Contact Solutions, Inc. (35% ownership interest), which
is incorporated in the Philippines.(4)
    
    Formerly known as Flovate Technologies Limited.(5)
    
    All the shares except one share of these entities are held by WNS (Mauritius) Limited. The
remaining one share is held by a nominee shareholder of WNS (Mauritius) Limited to satisfy the
regulatory requirement to have a minimum of two shareholders.(6)
    
    Formerly known as Aviva Global Services Singapore Pte. Ltd., or Aviva Global.(7)
    
    Previously, (i) Customer Operational Services (Chennai) Private Limited, Noida Customer
Operations Private Limited, WNS Customer Solutions Private Limited and WNS Customer Solutions
Shared Services Private Limited were owned by Aviva Global, (ii) WNS Workflow Technologies
(India) Private Limited was owned by WNS Workflow Technologies Limited, and (iii)
NTrance Customer Services Private Limited and Marketics Technologies (India) Private Limited,
or Marketics, were owned by WNS (Mauritius) Limited. In fiscal 2009, the shares of these
seven subsidiaries were transferred to WNS Global. WNS Global issued a total of 275,914 equity
shares and paid cash of Rs. 647,322,554 as consideration in the aggregate for the transfer of
the shares in these subsidiaries. WNS Global is in the process of restructuring its
subsidiaries by amalgamating all its subsidiaries into WNS Global by an order of the court in
India. WNS Global has filed the Scheme of Amalgamation with the Bombay High Court on April 16,
2009 to seek their approval for the amalgamation. We expect to complete the restructuring in
the second quarter of fiscal 2010.(8)
    
    Formerly known as Aviva Global Services Lanka (Private) Limited.(9)
    
    All the shares except one share are held by WNS Global. The remaining one share is held by a
nominee shareholder of WNS Global to satisfy the regulatory requirement to have a minimum of
two shareholders for each company.(10)
    
    Formerly known as Aviva Global Services (Bangalore) Private Limited.(11)
    
    Formerly known as Aviva Global Shared Services Private Limited.(12)
    
    Formerly known as Flovate Software Technologies India Private Limited. All the shares except
100 shares are held by WNS Global. The remaining 100 shares are held by a nominee
shareholder of WNS Global.(13)
    
    75.1% of the share capital of Marketics was transferred to us in May 2007 and the remaining
24.9% of the share capital was held in an escrow account to be transferred to us upon payment
of a contingent earn-out consideration for the acquisition of Marketics. In July 2008, we made
payment of the earn-out consideration. Pursuant thereto, the remaining 24.9% of the share
capital of Marketics has been transferred to us. D. Property, Plant and Equipment
  Total Space
    
    Total Number ofLocation
    
    (square feet)
    
    Workstations/Seats
    
    Lease Expiration
    
    Extendable Until(1)India:Mumbai
    
    
    417,675
    
    
    
    2,882Plant 10
    
    
    
    
    
    
    
    
    
    February 12, 2011
    
    May 15, 2011Plant 11 (old)
    
    
    
    
    
    
    
    
    
    May 31, 2010/
    
    February 28, 2013/January 31, 2011
    
    February 28, 2013Plant 11
    
    
    
    
    
    
    
    
    
    October 23, 2011
    
    July 23, 2014Plant 5
    
    
    
    
    
    
    
    
    
    February 28, 2010
    
    August 31, 2015
 44




---



##### Table of Contents



Total Space
    
    Total Number ofLocation
    
    (square feet)
    
    Workstations/Seats
    
    Lease Expiration
    
    Extendable Until(1)Airoli(2)
    
    
    
    
    
    
    
    
    
    October 31, 2013
    
    October 31, 2018Gurgaon
    
    
    293,051
    
    
    
    2,158Towers A & B
    
    
    
    
    
    
    
    
    
    October 31, 2009/
    
    April 30, 2014/November 30, 2009
    
    May 31, 2014Tower C
    
    
    
    
    
    
    
    
    
    September 30, 2010
    
    March 31, 2015DLF Building 6(3)
    
    
    
    
    
    
    
    
    
    March 15, 2012
    
    September 15, 2017Pune
    
    
    621,064
    
    
    
    5,269Sofotel
    
    
    
    
    
    
    
    
    
    December 31, 2011
    
    N/AMagarpatta(4)
    
    
    
    
    
    
    
    
    
    N/A
    
    N/APanschil Level 2
    
    
    
    
    
    
    
    
    
    August 30, 2011
    
    N/AWeikfield(5)
    
    
    
    
    
    
    
    
    
    August 14, 2013
    
    August 14, 2017Nashik
    
    
    109,741
    
    
    
    827Unity(6)
    
    
    
    
    
    
    
    
    
    January 31, 2010
    
    January 31, 2010Shreeniketan
    
    
    
    
    
    
    
    
    
    June 30, 2010
    
    N/AVascon(6)
    
    
    
    
    
    
    
    
    
    See footnote no. 7
    
    N/ABangalore
    
    
    202,955
    
    
    
    2,036RMZ Continental
    
    
    
    
    
    
    
    
    
    May 6, 2010
    
    May 17, 2025Indiranagar
    
    
    
    
    
    
    
    
    
    August 31, 2009
    
    Option to renew for a furtherperiod of nine
months(8)Chennai
    
    
    82,905
    
    
    
    875RMZ Millenia
    
    
    
    
    
    
    
    
    
    October 19, 2010
    
    Option to extend for a furtherterm of six yearsSri Lanka:
    
    
    33,024
    
    
    
    368Colombo (HNB)
    
    
    
    
    
    
    
    
    
    July 31, 2010/
    
    N/ASeptember 30, 2011UK:
    
    
    27,327
    
    
    
    414Ipswich WNSA
    
    
    
    
    
    
    
    
    
    August 26, 2012
    
    N/AIpswich(SFH)-WNSA
    
    
    
    
    
    
    
    
    
    October 31, 2009
    
    N/AIpswich-WNSWT
    
    
    
    
    
    
    
    
    
    August 26, 2012
    
    N/AMarple-Call-24-7
    
    
    
    
    
    
    
    
    
    April 3, 2013
    
    N/AThe LodgeWNS UK Sales
    
    
    
    
    
    
    
    
    
    December 15, 2009
    
    N/AUS:
    
    
    6,859
    
    
    
    17New York
    
    
    
    
    
    
    
    
    
    May 31, 2011
    
    N/ABizAps
    
    
    
    
    
    
    
    
    
    December 31, 2010/
    
    N/ADecember 31, 2009Romania:
    
    
    13,971
    
    
    
    150Bucharest
    
    
    
    
    
    
    
    
    
    January 1, 2013
    
    See footnote no. 8The Philippines:
    
    
    76,900
    
    
    
    489Superstone
    
    
    
    
    
    
    
    
    
    December 31, 2010
    
    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 second quarter of fiscal 2010 and expect to move into these office premises over a
period of 18 months commencing in the second quarter of fiscal 2010. We have an option to
lease an additional 126,832 square feet of space at the same premises
which will expire in November 2009.(3)
    
    We expect to carry out interior fit out works in a portion of
these premises in fiscal 2010.(4)
    
    We purchased the building in which the delivery center is located in November 2008 and
February 2009. Pursuant thereto, we acquired 172,064 square feet of office premises for an
aggregate consideration of Rs. 267.5 million ($5.4 million). 45




---



##### Table of Contents



(5)
    
    We expect to commence interior fit out works in a portion of
these premises during the second half of fiscal 2010 and expect to move into the premises over a period of 18 months.(6)
    
    The operations at our Unity delivery center is scheduled to be transferred to our new facility at
Vascon, Nashik, in the second quarter of fiscal 2010. On April 1, 2009, we gave a notice to
terminate the lease for our delivery center at Unity, Nashik, without penalty. We expect to
vacate the premises by the second quarter of fiscal 2010. We expect to move into these office premises in the
second quarter of fiscal 2010.(7)
    
    The lease will be for a term of five years commencing from the date of completion of the
interior fit out works which is expected to be in the second quarter of fiscal 2010.(8)
    
    No option to renew unless mutually agreed by the parties in writing.   
 ITEM 4A. 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.
 Overview
    46




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For the Year Ended March 31,2009
    
    
    2008
    
    
    2007(US dollars in millions)Revenue
    
    $
    539.3
    
    
    $
    459.9
    
    
    $
    352.3Less: Payments to repair centers
    
    
    152.9
    
    
    
    169.2
    
    
    
    132.6Revenue less repair payments
    
    $
    386.4
    
    
    $
    290.7
    
    
    $
    219.7
 Recent Global Economic Conditions
   47




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##### Table of Contents



Our History and Milestones
  
    
    In fiscal 2003, we acquired Town & Country Assistance Limited (which we subsequently
rebranded as WNS Assistance and which constitutes 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.
    
    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
 48




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which we are providing BPO services to
AVIVAs UK and Canadian businesses, as described under  Revenue  Our Contracts.
  Revenue
    Revenue by Top Clients
   Revenue
    
    Revenue Less Repair PaymentsYear Ended March 31,
    
    Year Ended March 31,2009
    
    2008
    
    2007
    
    2009
    
    2008
    
    2007Top five clients
    
    
    54.6
    %
    
    
    57.3
    %
    
    
    55.2
    %
    
    
    46.5
    %
    
    
    42.2
    %
    
    
    45.7
    %Top ten clients
    
    
    68.0
    %
    
    
    68.2
    %
    
    
    70.1
    %
    
    
    60.9
    %
    
    
    56.0
    %
    
    
    61.9
    %Top 20 clients
    
    
    78.3
    %
    
    
    77.8
    %
    
    
    79.3
    %
    
    
    74.3
    %
    
    
    70.7
    %
    
    
    74.7
    %
  Revenue by Industry
   
    
    travel and leisure;
 49




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##### Table of Contents




    
    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
    
    2009
    
    2008
    
    2007
    
    2009
    
    2008
    
    2007Travel and leisure
    
    
    18.9
    %
    
    
    22.5
    %
    
    
    22.8
    %
    
    
    26.4
    %
    
    
    35.6
    %
    
    
    36.6
    %BFSI
    
    
    64.0
    %
    
    
    57.4
    %
    
    
    61.8
    %
    
    
    49.7
    %
    
    
    32.7
    %
    
    
    38.7
    %Industrial and infrastructure(1)
    
    
    6.6
    %
    
    
    
    
    
    
    
    
    
    
    9.3
    %
    
    
    
    
    
    
    Emerging businesses
    
    
    10.5
    %
    
    
    20.1
    %
    
    
    15.4
    %
    
    
    14.6
    %
    
    
    31.7
    %
    
    
    24.7
    %Total
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
 
 Note:(1)
    
    Established as a separate business unit in April 2008. Re v enue by Geography
   Revenue
    
    Revenue Less Repair PaymentsYear Ended March 31,
    
    Year Ended March 31,Locations
    
    2009
    
    2008
    
    2007
    
    2009
    
    2008
    
    2007UK
    
    
    55.6
    %
    
    
    49.1
    %
    
    
    53.9
    %
    
    
    58.4
    %
    
    
    50.3
    %
    
    
    50.5
    %Europe (excluding the UK)
    
    
    20.0
    %
    
    
    25.4
    %
    
    
    22.4
    %
    
    
    7.5
    %
    
    
    9.4
    %
    
    
    11.5
    %North America (primarily the US)
    
    
    24.2
    %
    
    
    24.7
    %
    
    
    22.9
    %
    
    
    33.8
    %
    
    
    39.1
    %
    
    
    36.8
    %Rest of World
    
    
    0.2
    %
    
    
    0.8
    %
    
    
    0.8
    %
    
    
    0.3
    %
    
    
    1.2
    %
    
    
    1.2
    %Total
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
 50




---



##### Table of Contents



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.
   51




---



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52




---



##### Table of Contents




    
    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
      53




---



##### Table of Contents



SG&A Expenses
     Amortization of Intangible Assets
  Other Income, Net
  Operating Data
  54




---



##### Table of Contents



As of March 31,2009
    
    2008
    
    2007Total headcount
    
    
    21,356
    
    
    
    18,104
    
    
    
    15,084Built up seats(1)
    
    
    15,485
    
    
    
    11,062
    
    
    
    8,794Used seats(1)
    
    
    12,456
    
    
    
    8,559
    
    
    
    7,769Seat utilization rate(2)
    
    
    1.4
    
    
    
    1.6
    
    
    
    1.7
 
 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 WNS. Foreign Exchange
 Exchange Rates
   Currency Regulation
   55




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##### Table of Contents



Income Taxes
       56




---



##### Table of Contents



Critical Accounting Policies
   Revenue Recognition
  57




---



##### Table of Contents



Reporting Revenue Gross as a Principal versus Net
as an Agent.
 58




---



##### Table of Contents



Share-based Compensation
 Share-Based Payment
      Business Combinations
 Business Combinations
  Business Combinations.
 Impairment of Goodwill, Intangible Assets and Property and equipment
  Goodwill and Other Intangible Assets
  59




---



##### Table of Contents



Income Taxes
 Accounting for Income Taxes,
      Accounting for Uncertainty in
Income Taxes  an interpretation of FASB Statement No. 109,
 Derivative Financial Instruments
  60




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##### Table of Contents



Fair value measurements
 Fair Value Measurements
  
    
    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.
  Results of Operations
  Revenue
    
    Revenue Less Repair PaymentsYear Ended March 31,
    
    Year Ended March 31,2009
    
    2008
    
    2007
    
    2009
    
    2008
    
    2007Unaudited
    
    Unaudited
    
    UnauditedCost of revenue
    
    
    76.1
    %
    
    
    79.0
    %
    
    
    77.0
    %
    
    
    66.6
    %
    
    
    66.8
    %
    
    
    63.1
    %Gross profit
    
    
    23.9
    %
    
    
    21.0
    %
    
    
    23.0
    %
    
    
    33.4
    %
    
    
    33.2
    %
    
    
    36.9
    %Operating expenses:SG&A
    
    
    14.0
    %
    
    
    15.8
    %
    
    
    14.9
    %
    
    
    19.5
    %
    
    
    25.0
    %
    
    
    23.9
    %Amortization of intangibles assets
    
    
    4.6
    %
    
    
    0.6
    %
    
    
    0.5
    %
    
    
    6.4
    %
    
    
    1.0
    %
    
    
    0.9
    %Impairment of goodwill,
intangibles and other assets
    
    
    
    
    
    
    3.4
    %
    
    
    
    
    
    
    
    
    
    
    5.3
    %
    
    
    Operating income
    
    
    5.3
    %
    
    
    1.2
    %
    
    
    7.6
    %
    
    
    7.4
    %
    
    
    1.9
    %
    
    
    12.1
    %Other (expense) income, net
    
    
    (1.0
    )%
    
    
    2.0
    %
    
    
    0.7
    %
    
    
    (1.5
    )%
    
    
    3.2
    %
    
    
    1.1
    %Interest expense
    
    
    (2.2
    )%
    
    
    
    
    
    
    
    
    
    
    (3.0
    )%Provision for income taxes
    
    
    (0.6
    )%
    
    
    (1.1
    )%
    
    
    (0.7
    )%
    
    
    (0.9
    )%
    
    
    (1.8
    )%
    
    
    (1.2
    )%Income before minority interest
    
    
    1.4
    %
    
    
    2.1
    %
    
    
    7.6
    %
    
    
    2.0
    %
    
    
    3.3
    %
    
    
    12.0
    %Minority interest
    
    
    0.1
    %
    
    
    
    
    
    
    
    
    
    
    0.1
    %
    
    
    
    
    
    
    Net income
    
    
    1.5
    %
    
    
    2.1
    %
    
    
    7.6
    %
    
    
    2.1
    %
    
    
    3.3
    %
    
    
    12.0]
    %
  Year Ended March 31,2009
    
    2008
    
    2007Revenue
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Less: Payments to repair centers
    
    
    28.4
    %
    
    
    36.8
    %
    
    
    37.6
    %Revenue less repair payments
    
    
    71.6
    %
    
    
    63.2
    %
    
    
    62.4
    %
 Fiscal 2009 Compared to Fiscal 2008
 Revenue
 Revenue Less Repair Payments.
 61




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##### Table of Contents



Cost of Revenue.
 Gross Profit.
 SG&A Expenses.
 Amortization of Intangible Assets.
 Impairment of Goodwill, Intangibles and Other Assets.
 Operating Income.
 62




---



##### Table of Contents



Other (Expense) Income, Net.
 Interest Expense.
 Provision for Income Taxes.
 Minority Interest
 Net Income
 Fiscal 2008 Compared to Fiscal 2007
 Revenue
 Revenue Less Repair Payments.
 Cost of Revenue.
 63




---



##### Table of Contents



Gross Profit.
 SG&A Expenses.
 Amortization of Intangible Assets.
 Impairment of Goodwill, Intangibles and Other Assets.
 Operating Income.
 Other Income, Net.
 Interest Expense.
 64




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##### Table of Contents



Provision for Income Taxes.
 Net Income.
 Results by Reportable Segment
 Disclosures about
Segments of an Enterprise and Related Information,
    65




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##### Table of Contents



Year Ended March 31,2009
    
    
    2008
    
    
    2007WNS 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)
    
    $
    322.9
    
    
    $
    217.1
    
    
    $
    261.2
    
    
    $
    199.7
    
    
    $
    195.0
    
    
    $
    158.8Less: Payments to repair centers
    
    
    
    
    
    
    152.9
    
    
    
    
    
    
    
    169.1
    
    
    
    
    
    
    
    132.6Revenue less repair payments(1)
    
    
    322.9
    
    
    
    64.2
    
    
    
    261.2
    
    
    
    30.6
    
    
    
    195.0
    
    
    
    26.2Cost of revenue(2)
    
    
    213.1
    
    
    
    41.4
    
    
    
    181.7
    
    
    
    11.1
    
    
    
    122.1
    
    
    
    17.0Other costs(3)
    
    
    59.3
    
    
    
    6.4
    
    
    
    63.3
    
    
    
    5.0
    
    
    
    45.6
    
    
    
    4.2Segment operating income
    
    $
    50.5
    
    
    $
    16.4
    
    
    $
    16.2
    
    
    $
    14.5
    
    
    $
    27.3
    
    
    $
    5.1
 
 Notes:(1)
    
    Segment revenue and revenue less repair payments include inter-segment revenue of $0.7
million for fiscal 2009, $1.1 million for fiscal 2008 and $1.5 million for fiscal 2007.(2)
    
    Cost of revenue includes inter-segment expenses of $0.7 million for fiscal 2009, $1.1 million
for fiscal 2008 and $1.5 million for fiscal 2007, and excludes stock-based compensation
expenses of $3.6 million for fiscal 2009, $2.4 million for fiscal 2008 and $1.0 million for
fiscal 2007, which are not allocable between our segments.(3)
    
    Excludes stock-based compensation expenses of $9.8 million for fiscal 2009, $4.4 million for
fiscal 2008 and $2.7 million for fiscal 2007, 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.
  66




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##### Table of Contents



WNS Auto Claims BPO
 Segment Revenue.
  67




---



##### Table of Contents



Segment Operating Income.
  Quarterly Results
  Fiscal 2009
    
    Fiscal 2008Three Months Ended
    
    Three Months EndedMarch
    
    December
    
    September
    
    June
    
    March
    
    December
    
    September
    
    June2009
    
    2008
    
    2008
    
    2008
    
    2008
    
    2007
    
    2007
    
    2007(Unaudited, US dollars in millions)Revenue(1)
    
    $
    132.5
    
    
    $
    134.0
    
    
    $
    149.8
    
    
    $
    122.9
    
    
    $
    116.1
    
    
    $
    115.6
    
    
    $
    115.6
    
    
    $
    112.5Cost of revenue
    
    
    99.9
    
    
    
    97.0
    
    
    
    114.9
    
    
    
    98.4
    
    
    
    88.8
    
    
    
    91.9
    
    
    
    92.5
    
    
    
    90.2Gross profit
    
    
    32.6
    
    
    
    37.0
    
    
    
    34.9
    
    
    
    24.5
    
    
    
    27.3
    
    
    
    23.8
    
    
    
    23.1
    
    
    
    22.3Operating expenses:SG&A expenses(2)
    
    
    17.1
    
    
    
    18.9
    
    
    
    21.3
    
    
    
    18.2
    
    
    
    21.4
    
    
    
    17.8
    
    
    
    18.8
    
    
    
    14.7
 68




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##### Table of Contents



Fiscal 2009
    
    Fiscal 2008Three Months Ended
    
    Three Months EndedMarch
    
    December
    
    September
    
    June
    
    March
    
    December
    
    September
    
    June2009
    
    2008
    
    2008
    
    2008
    
    2008
    
    2007
    
    2007
    
    2007(Unaudited, US dollars in millions)Amortization of intangibles assets
    
    
    8.0
    
    
    
    7.4
    
    
    
    8.0
    
    
    
    1.5
    
    
    
    0.7
    
    
    
    0.9
    
    
    
    0.5
    
    
    
    0.8Impairment of goodwill, intangibles
and other assets
    
    
    
    
    
    
    0.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15.5
    
    
    
    Operating income (loss)
    
    
    7.5
    
    
    
    10.7
    
    
    
    5.6
    
    
    
    4.8
    
    
    
    5.3
    
    
    
    5.1
    
    
    
    (11.6
    )
    
    
    6.8Other income (loss), net
    
    
    0.3
    
    
    
    (4.1
    )
    
    
    (0.3
    )
    
    
    (1.5
    )
    
    
    2.2
    
    
    
    2.0
    
    
    
    2.2
    
    
    
    2.7Interest
expense
    
    
    4.5
    
    
    
    4.0
    
    
    
    3.2
    
    
    
    0.2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Benefit (provision) for income taxes
    
    
    (1.0
    )
    
    
    (0.7
    )
    
    
    (1.8
    )
    
    
    0.2
    
    
    
    (1.4
    )
    
    
    (1.7
    )
    
    
    (1.0
    )
    
    
    (1.0
    )Net income (loss)
    
    
    2.3
    
    
    
    1.9
    
    
    
    0.2
    
    
    
    3.3
    
    
    
    6.1
    
    
    
    5.5
    
    
    
    (10.5
    )
    
    
    8.4Minority interest
    
    
    0.1
    
    
    
    0.2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income including minority interest
    
    
    2.4
    
    
    
    2.1
    
    
    
    0.2
    
    
    
    3.3
    
    
    
    6.1
    
    
    
    5.5
    
    
    
    (10.5
    )
    
    
    8.4
  Fiscal 2009
    
    Fiscal 2008Three Months Ended
    
    Three Months EndedMarch
    
    December
    
    September
    
    June
    
    March
    
    December
    
    September
    
    June2009
    
    2008
    
    2008
    
    2008
    
    2008
    
    2007
    
    2007
    
    2007(Unaudited)Gross profit as a percentage of revenue
    
    
    24.6
    %
    
    
    27.6
    %
    
    
    23.3
    %
    
    
    19.9
    %
    
    
    23.5
    %
    
    
    20.6
    %
    
    
    20.0
    %
    
    
    19.8
    %Operating income (loss) as a
percentage of revenue
    
    
    5.7
    %
    
    
    8.0
    %
    
    
    3.7
    %
    
    
    3.9
    %
    
    
    4.5
    %
    
    
    4.4
    %
    
    
    (10.1
    )%
    
    
    6.0
    %Gross profit as a percentage of
revenue less repair payments
    
    
    34.1
    %
    
    
    37.1
    %
    
    
    32.0
    %
    
    
    29.8
    %
    
    
    36.4
    %
    
    
    32.1
    %
    
    
    32.2
    %
    
    
    32.0
    %Operating income (loss) as a
percentage of revenue less repair
payments
    
    
    7.8
    %
    
    
    10.7
    %
    
    
    5.1
    %
    
    
    5.8
    %
    
    
    7.0
    %
    
    
    6.9
    %
    
    
    (16.2
    )%
    
    
    9.7
    %
  Fiscal 2009
    
    
    Fiscal 2008Three Months Ended
    
    
    Three Months EndedMarch
    
    
    December
    
    
    September
    
    
    June
    
    
    March
    
    
    December
    
    
    September
    
    
    June2009
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2007
    
    
    2007
    
    
    2007(Unaudited, US dollars in millions)Revenue
    
    $
    132.5
    
    
    $
    134.0
    
    
    $
    149.8
    
    
    $
    122.9
    
    
    $
    116.1
    
    
    $
    115.6
    
    
    $
    115.6
    
    
    $
    112.5Less: Payments to repair centers
    
    
    37.0
    
    
    
    34.4
    
    
    
    40.8
    
    
    
    40.7
    
    
    
    41.0
    
    
    
    41.6
    
    
    
    43.8
    
    
    
    42.8Revenue less repair payments
    
    $
    95.5
    
    
    $
    99.6
    
    
    $
    109.0
    
    
    $
    82.2
    
    
    $
    75.1
    
    
    $
    74.1
    
    
    $
    71.7
    
    
    $
    69.8
 
 Notes:(1)
    
    The financial information for the quarters from and including the quarter ended June 2007
reflects the acquisitions of Marketics in May 2007 and Flovate in June 2007. The financial
information for the quarters from and including the quarter ended June 2008 reflects the
acquisitions of Call 24-7 in April 2008 and BizAps in June 2008. The financial information
for the quarters from and including the quarter ended September 2008 reflects the acquisition
of Aviva Global in July 2008.(2)
    
    Our SG&A expenses for the three-month period ended September 30, 2007 include a provision for
bad debts of $1.4 million towards accounts receivable from FMFC, one of our mortgage services
customers, which filed a voluntary petition for relief under Chapter 11 of the US Bankruptcy
Code in August 2007. We have filed our claims with the bankruptcy court for the unpaid
invoices, lost profit on the minimum revenue commitment and certain administrative claims. 69




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##### Table of Contents



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
    
    $
    200,000
    
    
    $
    45,000
    
    
    $
    90,000
    
    
    $
    65,000
    
    
    $
    Operating leases
    
    
    51,908
    
    
    
    14,510
    
    
    
    16,445
    
    
    
    9,282
    
    
    
    11,671Purchase obligations
    
    
    3,015
    
    
    
    2,879
    
    
    
    136
    
    
    
    
    
    
    
    Capital lease obligations
    
    
    52
    
    
    
    25
    
    
    
    27
    
    
    
    
    
    
    
    Total
    
    $
    254,975
    
    
    $
    62,414
    
    
    $
    106,608
    
    
    $
    74,282
    
    
    $
    11,671
 Off-Balance Sheet Arrangements
  Tax Assessment Orders
     70




---



##### Table of Contents



Liquidity and Capital Resources
         71




---



##### Table of Contents



Outstanding Loans
   72




---



##### Table of Contents



Cash Flows from Operating Activities
 Call 24-7,
  Cash Flows from Investing Activities
  73




---



##### Table of Contents



Cash Flows from Financing Activities
    Recently Issued Accounting Standards
 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 (Statement 132(R))
 Determination of the Useful Life of Intangible
Assets, Goodwill and Other Intangible Assets.
 Business Combinations
 74




---



##### Table of Contents



Accounting for Assets Acquired and Liabilities Assumed in a Business
Combination that Arise from Contingencies,
 Noncontrolling Interests in Consolidated Financial
Statements  an amendment of ARB No. 51
 
 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
 A. Directors and Executive Officers
   Name
    
    Age
    
    DesignationDirectorsRamesh N. Shah
    
    
    61
    
    
    Chairman of the BoardNeeraj Bhargava(1)
    
    
    45
    
    
    Director and Group Chief Executive OfficerJeremy Young
    
    
    43
    
    
    DirectorEric B. Herr(2)(3)(4)
    
    
    61
    
    
    DirectorDeepak S. Parekh(4)(5)(6)
    
    
    64
    
    
    DirectorRichard O. Bernays(2)(5)(7)
    
    
    66
    
    
    DirectorAnthony Armitage Greener(2)(4)(5)
    
    
    68
    
    
    DirectorExecutive OfficersRamesh N. Shah
    
    
    61
    
    
    Chairman of the BoardNeeraj Bhargava
    
    
    45
    
    
    Group Chief Executive OfficerAlok Misra
    
    
    42
    
    
    Group Chief Financial OfficerAnup Gupta
    
    
    36
    
    
    Group Chief Operating OfficerJ.J. Selvadurai
    
    
    50
    
    
    Managing Director of European OperationsSteve Reynolds
    
    
    48
    
    
    Managing Director of WNS North America, Inc.
 
 Notes:(1)
    
    Mr. Bhargava will undertake the role as our Strategic Advisor when a successor to his current
position as Group Chief Executive Officer is appointed. We expect this to occur in the second
half of 2009. Mr. Bhargava is expected to remain on our board of directors after the
transition.(2)
    
    Member of the Nominating and Corporate Governance Committee.(3)
    
    Chairman of the Audit Committee.(4)
    
    Member of the Compensation Committee.(5)
    
    Member of the Audit Committee. 75




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##### Table of Contents



(6)
    
    Chairman of the Nominating and Corporate Governance Committee.(7)
    
    Chairman of the Compensation Committee.  Directors
 Ramesh N. Shah
 Neeraj Bhargava
 Jeremy Young
 Eric B. Herr
 Deepak S. Parekh
 76




---



##### Table of Contents



Richard O. Bernays
 Sir Anthony Armitage Greener
 Executive Officers
 Ramesh N. Shah
 Neeraj Bhargava
 Alok Misra
 Anup Gupta
 J.J. Selvadurai
 77




---



##### Table of Contents



Steve Reynolds
 B. Compensation
 Our Compensation Philosophy and Practice
  General Philosophy
    Determination of Compensation
  78




---



##### Table of Contents



Target Overall Compensation
   Allocation Among Compensation Components
   Base Salary
 Cash Bonus
 
    
    group profit after taxes, plus share-based compensation expenses plus amortization of
intangible assets;
 
    
    operating margins;
 79




---



##### Table of Contents




    
    annual revenue less repair payments; and
    
    exit revenue less repair payments, which is the average monthly revenue less repair
payments earned calculated based on the last two months of the fiscal year.
  
    
    Chairman of the Board  achievement of specified revenue targets in the US;
    
    Group Chief Executive Officer  retention of key managers holding a position of Senior
Vice President and above, overall attrition rate, and growth in our business;
    
    Group Chief Financial Officer  overall cost reduction, achievement of profit after tax
targets, and statutory, legal and financial compliance;
    
    Group Chief Operating Officer  achievement of gross margins, overall attrition rate, and
overall cost reduction;
    
    Managing Director of European Operations  achievement of specified revenue targets in the
UK and Europe; and
    
    Managing Director of WNS North America, Inc.  achievement of specified revenue targets in
North America.
  Equity Awards
   80




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##### Table of Contents



Retirement Benefits
  Perquisites and Other Benefits
  
    
    medical insurance;
    
    leave travel assistance;
    
    telephone expenses reimbursement;
    
    food coupons;
    
    company car schemes;
    
    petrol and maintenance for cars;
    
    health clubs;
    
    accident and life insurance (based on the level of seniority);
    
    leased residential accommodation; and
    
    relocation benefits (individually negotiated).
   Severance Benefits
  81




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##### Table of Contents



Change in Control Arrangements
  Compensation of Directors and Executive Officers
   As of March 31, 2009Name
    
    Salary
    
    Bonus
    
    Other BenefitsRamesh N. Shah
    
    $
    400,000
    
    
    $
    160,000
    
    
    $
    63,951Neeraj Bhargava(1)
    
    
    480,000
    
    
    
    288,000
    
    
    
    74,463Alok Misra
    
    
    309,433
    
    
    
    10,170
    
    
    
    16,017Anup Gupta
    
    
    344,297
    
    
    
    104,998
    
    
    
    17,767J.J. Selvadurai
    
    
    309,937
    
    
    
    123,975
    
    
    
    104,387Steve Reynolds
    
    
    304,917
    
    
    
    68,750
    
    
    
    35,267
 
 Note:(1)
    
    Mr. Bhargava will undertake the role as our Strategic Advisor when a successor to his current
position as Group Chief Executive Officer is appointed. We expect this to occur in the second
half of 2009. Mr. Bhargava is expected to remain on our board of directors after the
transition.   1 3
 82




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##### Table of Contents



Employment Agreements of Certain Directors
       83




---



##### Table of Contents



Options and Restricted Share Units Granted
  Number of Ordinary Shares UnderlyingName
    
    RSUs Granted
    
    Expiration DateDirectorsRamesh N. Shah
    
    
    90,909
    
    
    April 6, 2018Neeraj Bhargava
    
    
    109,091
    
    
    April 6, 2018Jeremy Young
    
    
    
    
    
    Eric B. Herr
    
    
    7,700
    
    
    September 14, 2018Deepak S. Parekh
    
    
    7,700
    
    
    September 14, 2018Richard O. Bernays
    
    
    7,700
    
    
    September 14, 2018Anthony Armitage Greener
    
    
    7,700
    
    
    September 14, 2018Executive OfficersAlok Misra
    
    
    24,659
    
    
    April 6, 201824,659
    
    
    January 4, 2019Anup Gupta
    
    
    54,866
    
    
    April 6, 2018J.J. Selvadurai
    
    
    42,078
    
    
    April 6, 2018Steve Reynolds
    
    
    5,455
    
    
    April 6, 201824,741
    
    
    July 6, 2018
 Employee Benefit Plans
  Provident Fund
  US Savings Plan
  UK Pension Scheme
  84




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##### Table of Contents



Gratuity
  Compensated Absence
  2002 Stock Incentive Plan
  Administration.
 Eligibility.
 Stock Options.
 Corporate Transactions.
 Amendment.
 85




---



##### Table of Contents



Transferability of Stock Options.
 Number of Shares Authorized; Outstanding Options.
 Amended and Restated 2006 Incentive Award Plan
   Shares Available for Awards.
 Administration.
 Eligibility.
 86




---



##### Table of Contents



Awards
 
    
    Options.The plan administrator may grant options on shares. The per share option exercise
price of all options granted pursuant to the Amended and Restated 2006 Incentive Award Plan
will not be less than 100% of the fair market value of a share on the date of grant. No
incentive stock option may be granted to a grantee who owns more than 10% of our outstanding shares unless the exercise price is at least 110% of the fair market value of a share on the
date of grant. To the extent that the aggregate fair market value of the shares subject to an
incentive stock option become exercisable for the first time by any optionee during any
calendar year exceeds $100,000, such excess will be treated as a non-qualified option. The
plan administrator will determine the methods of payment of the exercise price of an option,
which may include cash, shares or other property acceptable to the plan administrator (and may
involve a cashless exercise of the option). The plan administrator shall designate in the
award agreement evidencing each stock option grant whether such stock option shall be
exercisable for shares or ADSs. The award agreement may, in the sole discretion of the plan
administrator, permit the optionee to elect, at the time of exercise, whether to receive shares or ADSs in respect of the exercised stock option or a portion thereof. The term of
options granted under the Amended and Restated 2006 Incentive Award Plan may not exceed ten
years from the date of grant. However, the term of an incentive stock option granted to a
person who owns more than 10% of our outstanding shares on the date of grant may not exceed
five years. Under the Amended and Restated 2006 Incentive Award Plan, the number of awards to
be granted to our independent directors will be determined by our board of directors or our
compensation committee.
    
    Restricted Shares.The plan administrator may grant shares subject to various restrictions,
including restrictions on transferability, limitations on the right to vote and/or limitations
on the right to receive dividends.
    
    Share Appreciation Rights.The plan administrator may grant share appreciation rights
representing the right to receive payment of an amount equal to the excess of the fair market
value of a share on the date of exercise over the fair market value of a share on the date of
grant. The term of share appreciation rights granted may not exceed ten years from the date of
grant. The plan administrator may elect to pay share appreciation rights in cash, in shares or
in a combination of cash and shares.
    
    Performance Shares and Performance Shares Units.The plan administrator may grant awards of
performance shares denominated in a number of shares and/or awards of performance share units
denominated in unit equivalents of shares and/or units of value, including dollar value of shares. These awards may be linked to performance criteria measured over performance periods
as determined by the plan administrator.
    
    Share Payments.The plan administrator may grant share payments, including payments in the
form of shares or options or other rights to purchase shares. Share payments may be based upon
specific performance criteria determined by the plan administrator on the date such share
payments are made or on any date thereafter.
    
    Deferred Shares.The plan administrator may grant awards of deferred shares linked to
performance criteria determined by the plan administrator. Shares underlying deferred share
awards will not be issued until the deferred share awards have vested, pursuant to a vesting
schedule or upon the satisfaction of any vesting conditions or performance criteria set by the
plan administrator. Recipients of deferred share awards generally will have no rights as
shareholders with respect to such deferred shares until the shares underlying the deferred
share awards have been issued.
    
    Restricted Share Units.The plan administrator may grant RSUs, subject to various vesting
conditions. On the maturity date, we will transfer to the participant one unrestricted, fully
transferable share for each vested RSU scheduled to be paid out on such date. The plan
administrator will specify the purchase price, if any, to be paid by the participant for such shares.
    
    Performance Bonus Awards.The plan administrator may grant a cash bonus payable upon the
attainment of performance goals based on performance criteria and measured over a performance
period determined appropriate by the plan administrator. Any such cash bonus paid to a
covered employee within the meaning of Section 162(m) of the Code may be a performance-based
award as described below.
 87




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##### Table of Contents




    
    Performance-Based Awards.The plan administrator may grant awards other than options and
share appreciation rights to employees who are or may be covered employees, as defined in
Section 162(m) of the Code, that are intended to be performance-based awards within the
meaning of Section 162(m) of the Code in order to preserve the deductibility of these awards
for federal income tax purposes. Participants are only entitled to receive payment for
performance-based awards for any given performance period to the extent that pre-established
performance goals set by the plan administrator for the period are satisfied. The plan
administrator will determine the type of performance-based awards to be granted, the
performance period and the performance goals. Generally, a participant will have to be
employed by us on the date the performance-based award is paid to be eligible for a
performance-based award for any period.
 Adjustments.
 Change in Control.
 Vesting of Full Value Awards.
 Non-transferability.
 Termination or Amendment.
 Outstanding Awards.
 Fringe Benefit Tax
  88




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##### Table of Contents



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 2010.
  
    
    Class I: Sir Anthony Armitage Greener and Mr. Richard O. Bernays;
    
    Class II: Mr. Ramesh N. Shah and Mr. Neeraj Bhargava; and
    
    Class III: Mr. Jeremy Young, Mr. Eric B. Herr and Mr. Deepak S. Parekh.
   89




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##### Table of Contents



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.
   Compensation Committee
   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;
 90




---



##### Table of Contents




    
    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.
  D. Employees
  E. Share Ownership
  Number of Ordinary Shares Beneficially OwnedName
    
    Number
    
    PercentDirectorsRamesh N. Shah(1)
    
    
    586,004
    
    
    
    1.37
    %Neeraj Bhargava(2)
    
    
    427,272
    
    
    
    1.00
    %Jeremy Young(3)
    
    
    21,366,644
    
    
    
    50.12
    %Eric B. Herr
    
    
    10,833
    
    
    
    0.02
    %Deepak S. Parekh
    
    
    10,833
    
    
    
    0.02
    %Richard O. Bernays
    
    
    10,833
    
    
    
    0.02
    %Anthony Armitage Greener
    
    
    10,833
    
    
    
    0.02
    %Executive OfficersAlok Misra
    
    
    16,371
    
    
    
    0.04
    %Anup Gupta
    
    
    193,822
    
    
    
    0.45
    %J.J. Selvadurai(4)
    
    
    299,002
    
    
    
    0.70
    %Steve Reynolds
    
    
    4,023
    
    
    
    0.01
    %All our directors and executive officers as a group (eleven persons)(5)
    
    
    22,936,470
    
    
    
    53.80
    %
 
 Notes:(1)
    
    Of the 586,004 shares beneficially owned by Ramesh N. Shah, 141,265 shares are indirectly
held via a trust which is controlled by Mr. Shah, and the remainder are held directly.(2)
    
    Of the 427,272 shares beneficially owned by Neeraj Bhargava, 72,665 shares are indirectly
held via a trust which is controlled by Mr. Bhargava, and the remainder is held directly.(3)
    
    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.(4)
    
    Of the 299,002 shares beneficially owned by J.J. Selvadurai, 251,666 shares are indirectly
held via a trust which is controlled by Mr. Selvadurai, and the remainder is held directly by
his relatives.(5)
    
    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. 91




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##### Table of Contents



Option Awards
    
    RSU AwardsNumber of
    
    
    
    
    
    Number ofshares
    
    
    
    
    
    shares
    
    
    
    
    
    Number of
    
    Number ofunderlying
    
    
    
    
    
    underlying
    
    
    
    
    
    shares
    
    sharesunexercised
    
    
    
    
    
    unexercised
    
    
    
    
    
    underlying
    
    underlyingoptions
    
    Exercise Price
    
    options
    
    Exercise Price
    
    RSUs held that
    
    RSUs held thatName
    
    (Exercisable)
    
    per share
    
    (Unexercisable)
    
    per Share
    
    have vested
    
    have not vestedDirectorsRamesh N. Shah
    
    
    250,000
    
    
    £
    3.50
    
    
    
    
    
    
    £
    3.50
    
    
    
    45,483
    
    
    
    86,46876,667
    
    
    $
    20.00
    
    
    
    38,333
    
    
    $
    20.00
    
    
    
    
    
    
    
    14,583
    
    
    $
    27.75
    
    
    
    7,292
    
    
    $
    27.75
    
    
    
    
    
    
    
    Neeraj Bhargava(1)
    
    
    1
    
    
    £
    0.9971
    
    
    
    
    
    
    
    
    
    
    
    54,571
    
    
    
    103,253100,000
    
    
    £
    3.50
    
    
    
    
    
    
    £
    3.50
    
    
    
    
    
    
    
    90,000
    
    
    $
    20.00
    
    
    
    45,000
    
    
    $
    20.00
    
    
    
    
    
    
    
    17,500
    
    
    $
    27.75
    
    
    
    8,750
    
    
    $
    27.75
    
    
    
    
    
    
    
    Jeremy Young
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Eric B. Herr
    
    
    9,333
    
    
    $
    20.00
    
    
    
    4,667
    
    
    $
    20.00
    
    
    
    
    
    
    
    9,367667
    
    
    
    22.98
    
    
    
    1,333
    
    
    $
    22.98
    
    
    
    
    
    
    
    Deepak S. Parekh
    
    
    9,333
    
    
    $
    20.00
    
    
    
    4,667
    
    
    $
    20.00
    
    
    
    
    
    
    
    9,367667
    
    
    
    22.98
    
    
    
    1,333
    
    
    $
    22.98
    
    
    
    
    
    
    
    Richard O. Bernays
    
    
    9,333
    
    
    $
    28.87
    
    
    
    4,667
    
    
    $
    28.87
    
    
    
    
    
    
    
    9,367667
    
    
    
    22.98
    
    
    
    1,333
    
    
    $
    22.98
    
    
    
    
    
    
    
    Anthony Armitage Greener(2)
    
    
    9,333
    
    
    $
    28.48
    
    
    
    4,667
    
    
    $
    28.48
    
    
    
    
    
    
    
    9,367667
    
    
    
    22.98
    
    
    
    1,333
    
    
    $
    22.98
    
    
    
    
    
    
    
    Executive OfficersAlok Misra
    
    
    4,420
    
    
    $
    15.32
    
    
    
    8,840
    
    
    $
    15.32
    
    
    
    11,951
    
    
    
    53,987Anup Gupta
    
    
    3,334
    
    
    £
    3.0000
    
    
    
    
    
    
    
    
    
    
    
    38,053
    
    
    
    50,28546,667
    
    
    £
    3.5000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,334
    
    
    £
    7.0000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,333
    
    
    $
    20.00
    
    
    
    6,667
    
    
    $
    20.00
    
    
    
    
    
    
    
    3,333
    
    
    $
    30.31
    
    
    
    1,667
    
    
    $
    30.31
    
    
    
    
    
    
    
    5,469
    
    
    $
    27.75
    
    
    
    2,734
    
    
    $
    27.75
    
    
    
    
    
    
    
    2,667
    
    
    
    15.68
    
    
    
    5,333
    
    
    $
    15.68
    
    
    
    
    
    
    
    J.J. Selvadurai
    
    
    13,333
    
    
    $
    20.00
    
    
    
    6,667
    
    
    $
    20.00
    
    
    
    20,104
    
    
    
    34,3673,333
    
    
    $
    30.21
    
    
    
    1,667
    
    
    $
    30.21
    
    
    
    
    
    
    
    5,485
    
    
    $
    27.75
    
    
    
    2,742
    
    
    $
    27.75
    
    
    
    
    
    
    
    Steve Reynolds
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,461
    
    
    
    33,985
 
 Notes:(1)
    
    Mr. Bhargava will undertake the role as Strategic Advisor when a
successor to his current position as Group Chief Executive Officer is
appointed. We expect this to occur in the second half of 2009. Mr. Bhargava is expected to remain on our board of directors after the contemplated
transition.(2)
    
    The information in this table excludes the options to purchase 14,000 shares granted to Sir
Anthony in June 2007. 92




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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
    
    
    
    50.12
    %Nalanda India Fund Limited(3)
    
    
    5,211,410
    
    
    
    12.22
    %Columbia Wanger Asset Management, L.P.(4)
    
    
    4,256,000
    
    
    
    9.98
    %FMR LLC(5)
    
    
    4,020,204
    
    
    
    9.43
    %Tiger Global Management, L.L.C.(6)
    
    
    2,811,417
    
    
    
    6.60
    %
 
 Notes:(1)
    
    Based on an aggregate of 42,628,583 ordinary shares outstanding as of April 30, 2009.(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 Schedule 13G filed with the Commission on February 10,
2009 by Nalanda India Fund Limited.(4)
    
    Information is based on a report on Amendment No. 1 to Schedule 13G jointly filed with the
Commission on March 9, 2009 by Columbia Wanger Asset Management, L.P. and Columbia Acorn
Trust.(5)
    
    Formerly FMR Corp. Information is based on a report on Amendment No. 3 to Schedule 13G
jointly filed with the Commission on February 17, 2009 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 Corp., is the investment adviser to Fidelity Mid Cap Stock Fund.(6)
    
    Information is based on a report on Amendment No. 1 to Schedule 13G jointly filed with the
Commission on February 12, 2009 by Charles P. Coleman, III, Tiger Global Management, L.L.C, or
Tiger, Tiger Global II, L.P., or Tiger Global II, Tiger Global, L.P., or Tiger Global, Tiger
Global Performance, L.L.C., or Tiger Global Performance and Tiger Global, Ltd., or Tiger Ltd.
Tiger serves as the management company of each of Tiger Global II, Tiger Global and Tiger Ltd.
Tiger Global Performance is the general partner of Tiger Global II and Tiger Global. Mr.
Coleman is the managing member of each of Tiger Global Performance and Tiger Management, and
the director of Tiger Ltd.   93




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Related
Party Transactions
        94




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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
    95




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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
  
 ITEM 9. THE OFFER AND LISTING
 A. Offer and Listing Details
  96




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##### Table of Contents



Price per ADS on NYSEHigh
    
    LowFiscal Year:2007(1)
    
    $
    35.83
    
    
    $
    20.792008
    
    $
    29.85
    
    
    $
    12.812009
    
    $
    20.00
    
    
    $
    3.10Financial Quarter:2008First quarter
    
    $
    29.85
    
    
    $
    24.61Second quarter
    
    $
    28.65
    
    
    $
    16.15Third quarter
    
    $
    25.00
    
    
    $
    15.31Fourth quarter
    
    $
    17.99
    
    
    $
    12.812009First quarter
    
    $
    20.00
    
    
    $
    15.60Second quarter
    
    $
    18.30
    
    
    $
    9.34Third quarter
    
    $
    11.54
    
    
    $
    5.16Fourth quarter
    
    $
    7.95
    
    
    $
    3.10Month:November 2008
    
    $
    11.54
    
    
    $
    7.60December 2008
    
    $
    9.00
    
    
    $
    5.16January 2009
    
    $
    7.95
    
    
    $
    5.30February 2009
    
    $
    6.60
    
    
    $
    4.25March 2009
    
    $
    5.70
    
    
    $
    3.10April 2009
    
    $
    9.80
    
    
    $
    5.10
 
 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
  F. Expenses of the Issue
  97




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ITEM 10. ADDITIONAL INFORMATION
 A. Share Capital
  B. Memorandum and Articles of Association
 General
     Share Capital
  Capacity
 ultra vires
 98




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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.
 99




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Voting Rights
    Shareholder Resolutions
    Dividends
     100




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##### Table of Contents



Ownership Limitations
  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,
 101




---



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pari passu
 Capital Calls
 provided that
  Borrowing Powers
  Issue of Shares and Preemptive Rights
   Directors Powers
  102




---



##### Table of Contents



Meetings of the Board of Directors
 provided that provided further that
   Remuneration of Directors
    Directors Interests in Contracts
  103




---



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Restrictions on Directors Voting
  Number of Directors
  Directors Appointment, Resignation, Disqualification and Removal
    Capitalization of Profits and Reserves
   104




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Unclaimed Dividends
  Indemnity, Limitation of Liability and Officers Liability Insurance
       Distribution of Assets on a Winding-up
  105




---



##### Table of Contents



Other Jersey Law Considerations
 Purchase of Own Shares
    Mandatory Purchases and Acquisitions
   Compromises and Arrangements
   106




---



##### 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;
 107




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##### Table of Contents




    
    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.Interested 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
    
    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
 108




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Corporate Law Issue
    
    Delaware Law
    
    Jersey Lawauthorized, approved or ratified by
the board of directors, a committee or
the shareholders.
    
    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.Cumulative 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.
 109




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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.Appraisal Rights
    
    A shareholder of a Delaware corporation
    
    The 1991 Law does not confer upon
 110




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##### Table of Contents



Corporate Law Issue
    
    Delaware Law
    
    Jersey Lawparticipating 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.
    
    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.
 111




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##### Table of Contents



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) 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.
  112




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##### Table of Contents



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.
  113




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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.
  114




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Lease Deed dated March 10, 2005 between DLF Cyber City and WNS Global Services Private Limited.
  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 (through April 30, 2009)
    
    
    49.70
    
    
    
    49.98
    
    
    
    50.48
    
    
    
    49.55
 
 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. 115




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Month:
    
    High
    
    LowNovember 2008
    
    Rs.
    50.12
    
    
    Rs.
    47.25December 2008
    
    
    50.05
    
    
    
    46.74January 2009
    
    
    49.07
    
    
    
    48.25February 2009
    
    
    50.88
    
    
    
    48.37March 2009
    
    
    51.96
    
    
    
    50.21April 2009
    
    
    50.48
    
    
    
    49.55
  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 (through April 30, 2009)
    
    
    0.68
    
    
    
    0.68
    
    
    
    0.69
    
    
    
    0.67
 
 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
    
    LowNovember 2008
    
    £
    0.68
    
    
    £
    0.62December 2008
    
    
    0.69
    
    
    
    0.65January 2009
    
    
    0.73
    
    
    
    0.66February 2009
    
    
    0.70
    
    
    
    0.67March 2009
    
    
    0.73
    
    
    
    0.68April 2009
    
    
    0.69
    
    
    
    0.67
 E. Taxation
 Jersey Tax Consequences
 General
  116




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Taxation of Dividends
   Taxation of Capital Gains and Estate and Gift Tax
  117




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US Federal Income Taxation
   
    
    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.
  118




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
    
    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.
   Distributions
     Sale or Other Disposition of ADSs or Ordinary Shares
  119




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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.
     
    
    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.
   120




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de minimis
   US Information Reporting and Backup Withholding
   F. Dividends and Paying Agents
  121




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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
    B. Risk Management Procedures
  Components of Market Risk
 Exchange Rate Risk
  122




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Interest Rate Risk
  Credit Risk
  
 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
  
 PART II
 
 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
  
 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
  123




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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.
    124




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON INTERNAL CONTROL OVER FINANCIAL REPORTING
 
        125




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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
  Fiscal2009
    
    2008Audit fees
    
    $
    868,000
    
    
    $
    770,000Audit-related fees
    
    
    20,000
    
    
    
    39,000Tax fees
    
    
    60,000
    
    
    
    126,418All other fees
    
    
    2,495
    
    
    
    188,295
 Audit fees.
 126




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##### Table of Contents



Audit-related fees.
 Tax fees.
 All other fees.
 Audit Committee Pre-approval Process
 de minimus
 
 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
   127




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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, 2009 and 2008
    
    Consolidated Statements of Income for the years ended March 31, 2009, 2008 and 2007
    
    Consolidated Statements of Shareholders Equity for the years ended March 31, 2009, 2008
and 2007
    
    Consolidated Statements of Cash Flows for the years ended March 31, 2009, 2008 and 2007
    
    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.
 128




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##### Table of Contents



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
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.
 129




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##### Table of Contents



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 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 Aviva Global, 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. 130




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##### Table of Contents



SIGNATURES
  Date: May 29, 2009WNS (HOLDINGS) LIMITEDBy:

/s/
Neeraj BhargavaName:
    Neeraj BhargavaTitle:
    Group Chief Executive Officer 131




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##### Table of Contents



INDEX TO WNS (HOLDINGS) LIMITEDS CONSOLIDATED FINANCIAL STATEMENTS
 Reports of Independent Registered Public Accounting Firm
    
    
    F-2Consolidated Balance Sheets as of March 31, 2009 and 2008
    
    
    F-3Consolidated Statements of Income for the years ended March 31, 2009, 2008 and 2007
    
    
    F-4Consolidated Statements of Shareholders Equity for the years ended March 31, 2009, 2008 and 2007
    
    
    F-5Consolidated Statements of Cash Flows for the years ended March 31, 2009, 2008 and 2007
    
    
    F-7Notes to Consolidated Financial Statements
    
    
    F-8
 F-1




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    Accounting for Uncertainty in
Income Taxes Employers Accounting for Defined Benefit Pension and Other
Postretirement Plans
     F-2




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##### Table of Contents



WNS (HOLDINGS) LIMITED
 
 CONSOLIDATED BALANCE SHEETS
 (Amounts in thousands, except share and per share data)
 March 31,2009
    
    2008ASSETSCurrent assetsCash and cash equivalents
    
    $
    38,931
    
    
    $
    102,698Bank deposits and marketable securities
    
    
    8,925
    
    
    
    8,074Accounts receivable, net of allowance of $1,935 and $1,784, respectively
    
    
    61,257
    
    
    
    47,302Accounts receivable  related parties
    
    
    64
    
    
    
    586Funds held for clients
    
    
    5,379
    
    
    
    6,473Employee receivables
    
    
    745
    
    
    
    1,179Prepaid expenses
    
    
    2,082
    
    
    
    3,776Prepaid income taxes
    
    
    5,768
    
    
    
    2,776Deferred tax assets
    
    
    1,743
    
    
    
    618Other current assets
    
    
    38,647
    
    
    
    8,596Total current assets
    
    
    163,541
    
    
    
    182,078Goodwill
    
    
    81,679
    
    
    
    87,470Intangible assets, net
    
    
    217,372
    
    
    
    9,393Property and equipment, net
    
    
    55,992
    
    
    
    50,840Other assets
    
    
    11,449
    
    
    
    1,278Deposits
    
    
    6,309
    
    
    
    7,391Deferred tax assets
    
    
    15,584
    
    
    
    8,055TOTAL ASSETS
    
    $
    551,926
    
    
    $
    346,505LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilitiesAccounts payable
    
    $
    30,879
    
    
    $
    15,562Accounts payable  related parties
    
    
    42
    
    
    
    6Current portion of long term debt
    
    
    45,000
    
    
    
    Short term line of credit
    
    
    4,331
    
    
    
    Accrued employee costs
    
    
    23,754
    
    
    
    26,848Deferred revenue
    
    
    5,583
    
    
    
    7,790Income taxes payable
    
    
    3,995
    
    
    
    1,879Deferred tax liabilities
    
    
    
    
    
    
    211Accrual for earn out payment
    
    
    
    
    
    
    33,699Other current liabilities
    
    
    54,126
    
    
    
    25,806Total current liabilities
    
    
    167,710
    
    
    
    111,801Long term debt
    
    
    155,000
    
    
    
    Deferred revenue
    
    
    3,561
    
    
    
    1,549Deferred rent
    
    
    1,967
    
    
    
    2,627Accrued pension liability
    
    
    2,570
    
    
    
    1,544Deferred tax liabilities
    
    
    9,946
    
    
    
    1,834Derivative contracts
    
    
    23,163
    
    
    
    TOTAL LIABILITIES
    
    
    363,917
    
    
    
    119,355Commitments and contingenciesMinority interest
    
    
    13
    
    
    
    Shareholders equity:Ordinary shares, $0.16 (10 pence) par value, Authorized: 50,000,000 shares;
issued and outstanding: 42,607,403 and 42,363,100 shares, respectively
    
    
    6,667
    
    
    
    6,622Additional paid-in-capital
    
    
    184,122
    
    
    
    167,459Ordinary shares subscribed: Nil and 1,666 shares, respectively
    
    
    
    
    
    
    10Retained earnings
    
    
    46,917
    
    
    
    38,839Accumulated other comprehensive (loss) income
    
    
    (49,710
    )
    
    
    14,220Total shareholders equity
    
    
    187,996
    
    
    
    227,150TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    551,926
    
    
    $
    346,505
 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 31,2009
    
    
    2008
    
    
    2007RevenueThird parties
    
    $
    536,022
    
    
    $
    456,401
    
    
    $
    345,216Related parties
    
    
    3,242
    
    
    
    3,466
    
    
    
    7,070539,264
    
    
    
    459,867
    
    
    
    352,286Cost of revenue (a)
    
    
    410,316
    
    
    
    363,322
    
    
    
    271,174Gross profit
    
    
    128,948
    
    
    
    96,545
    
    
    
    81,112Operating expensesSelling general and administrative expenses (a)
    
    
    75,522
    
    
    
    72,699
    
    
    
    52,461Amortization of intangible assets
    
    
    24,912
    
    
    
    2,869
    
    
    
    1,896Impairment of goodwill, intangibles and other assets
    
    
    
    
    
    
    15,464
    
    
    
    Operating income
    
    
    28,514
    
    
    
    5,513
    
    
    
    26,755Other (expenses) income, net (a)
    
    
    (5,639
    )
    
    
    9,184
    
    
    
    2,500Interest expenses (a)
    
    
    (11,782
    )
    
    
    (3
    )
    
    
    (100
    )Income before income taxes
    
    
    11,093
    
    
    
    14,694
    
    
    
    29,155Provision for income taxes
    
    
    (3,302
    )
    
    
    (5,194
    )
    
    
    (2,574
    )Income before minority interests
    
    
    7,791
    
    
    
    9,500
    
    
    
    26,581Minority interest
    
    
    287
    
    
    
    
    
    
    
    Net income
    
    $
    8,078
    
    
    $
    9,500
    
    
    $
    26,581Basic income per share
    
    $
    0.19
    
    
    $
    0.23
    
    
    $
    0.69Diluted income per share
    
    $
    0.19
    
    
    $
    0.22
    
    
    $
    0.65(a) Includes the following related party amounts:Cost of revenue
    
    $
    280
    
    
    $
    236
    
    
    $
    1,849Selling, general and administrative
    
    
    137
    
    
    
    345
    
    
    
    793Other income
    
    
    
    
    
    
    61
    
    
    
    368Interest expenses
    
    
    269
    
    
    
    
    
    
    
    
 See accompanying notes.
 F-4




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##### Table of Contents



WNS (HOLDINGS) LIMITED
 
 CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
 YEARS ENDED MARCH 31, 2009, 2008 AND 2007
(Amounts in thousands, except share data)
 AccumulatedAdditional
    
    
    Ordinary
    
    
    
    
    
    
    Deferred
    
    
    other
    
    
    TotalOrdinary shares
    
    
    paid-in
    
    
    shares
    
    
    Retained
    
    
    share-based
    
    
    comprehensive
    
    
    shareholdersNumber
    
    
    Par value
    
    
    capital
    
    
    subscribed
    
    
    earnings
    
    
    compensation
    
    
    income (loss)
    
    
    equityBalance at March 31,
2006
    
    
    35,321,511
    
    
    $
    5,290
    
    
    $
    62,228
    
    
    $
    10
    
    
    $
    4,104
    
    
    $
    (582
    )
    
    $
    7,114
    
    
    $
    78,164Shares issued for
exercised options
    
    
    2,047,684
    
    
    
    398
    
    
    
    6,147
    
    
    
    (10
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,535Shares issued in
initial public
offering (IPO)
    
    
    4,473,684
    
    
    
    831
    
    
    
    77,828
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    78,659Stock options exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    137
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    137Stock options forfeited
    
    
    
    
    
    
    
    
    
    
    (7
    )
    
    
    
    
    
    
    
    
    
    
    7
    
    
    
    
    
    
    
    Share-based
compensation charge
    
    
    
    
    
    
    
    
    
    
    3,064
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,064Excess tax benefits
from exercise of
share-based options
    
    
    
    
    
    
    
    
    
    
    5,692
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,692Amortization of
deferred share-based
compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    575
    
    
    
    
    
    
    
    575Cumulative effect of
adoption of SFAS No.
158
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (138
    )
    
    
    (138
    )Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,581
    
    
    
    
    
    
    
    
    
    
    
    26,581Change in fair
value of cash flow
hedges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    337
    
    
    
    337Foreign currency
translations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,922
    
    
    
    5,922Total comprehensive
income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,840Balance at March 31,
2007
    
    
    41,842,879
    
    
    $
    6,519
    
    
    $
    154,952
    
    
    $
    137
    
    
    $
    30,685
    
    
    $
    
    
    
    $
    13,235
    
    
    $
    205,528Shares issued for
exercised options and
restricted share units
    
    
    520,221
    
    
    
    103
    
    
    
    4,228
    
    
    
    (137
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,194Stock options exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10Share-based
compensation charge
    
    
    
    
    
    
    
    
    
    
    6,816
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,816Excess tax benefits
from exercise of
share-based options
    
    
    
    
    
    
    
    
    
    
    1,613
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,613IPO cost
    
    
    
    
    
    
    
    
    
    
    (150
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (150
    )Adjustment to retained
earnings upon adoption
of FIN 48
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,346
    )
    
    
    
    
    
    
    
    
    
    
    (1,346
    )Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,500
    
    
    
    
    
    
    
    
    
    
    
    9,500Pension adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (486
    )
    
    
    (486
    )Change in fair
value of cash flow
hedges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (98
    )
    
    
    (98
    )Foreign currency
translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,528
    
    
    
    5,528Total comprehensive
income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,444Reclassification
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Translation loss
transferred to income
statement on sale of
subsidiary
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    43
    
    
    
    43Cash flow hedges gain transferred to net
income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,002
    )
    
    
    (4,002
    )Balance at March 31,
2008
    
    
    42,363,100
    
    
    $
    6,622
    
    
    $
    167,459
    
    
    $
    10
    
    
    $
    38,839
    
    
    $
    
    
    
    $
    14,220
    
    
    $
    227,150
 See accompanying notes.
 F-5




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##### Table of Contents



WNS (HOLDINGS) LIMITED
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY (contd)
YEARS ENDED MARCH 31, 2009, 2008 AND 2007
(Amounts in thousands, except share data)
 AccumulatedAdditional
    
    
    Ordinary
    
    
    
    
    
    
    Deferred
    
    
    other
    
    
    TotalOrdinary shares
    
    
    paid-in
    
    
    shares
    
    
    Retained
    
    
    share-based
    
    
    comprehensive
    
    
    shareholdersNumber
    
    
    Par value
    
    
    capital
    
    
    subscribed
    
    
    earnings
    
    
    compensation
    
    

(loss)
income
    
    
    equityShares issued for
exercised options and
restricted share units
    
    
    244,303
    
    
    
    45
    
    
    
    953
    
    
    
    (10
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    988Share-based compensation
charge
    
    
    
    
    
    
    
    
    
    
    13,484
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,484Excess tax benefits from
exercise of share-based
options
    
    
    
    
    
    
    
    
    
    
    2,226
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,226Comprehensive (loss):Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,078
    
    
    
    
    
    
    
    
    
    
    
    8,078Pension adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (50
    )
    
    
    (50
    )Change in fair value
of cash flow hedges *
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12,667
    )
    
    
    (12,667
    )Foreign currency
translations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (51,213
    )
    
    
    (51,213
    )Total
comprehensive (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (55,851
    )Balance at March 31, 2009
    
    
    42,607,403
    
    
    $
    6,667
    
    
    $
    184,122
    
    
    $
    
    
    
    $
    46,917
    
    
    $
    
    
    
    $
    (49,710
    )
    
    $
    187,996
 
 *
    
    net of reclassification adjustment of $2,680 F-6




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##### Table of Contents



WNS (HOLDINGS) LIMITED
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Amounts in thousands)
 Year ended March 31,2009
    
    
    2008
    
    
    2007Cash flows from operating activitiesNet income
    
    $
    8,078
    
    
    $
    9,500
    
    
    $
    26,581Adjustments to reconcile net income to net cash provided by
operating activities:Depreciation and amortization
    
    
    46,701
    
    
    
    21,321
    
    
    
    16,662Share-based compensation
    
    
    13,422
    
    
    
    6,816
    
    
    
    3,683Amortization of debt issue cost
    
    
    450
    
    
    
    
    
    
    
    Allowance for doubtful accounts
    
    
    458
    
    
    
    1,542
    
    
    
    (33
    )Gain (loss) on sale of property and equipment
    
    
    18
    
    
    
    39
    
    
    
    (57
    )Deferred rent
    
    
    312
    
    
    
    1,339
    
    
    
    Impairment of goodwill, intangibles and other assets
    
    
    
    
    
    
    15,464
    
    
    
    Unrealized
gain on marketable securities
    
    
    (58
    )
    
    
    (8
    )
    
    
    Minority interest
    
    
    (287
    )
    
    
    
    
    
    
    Unrealized loss on derivative instruments
    
    
    313
    
    
    
    
    
    
    
    Deferred income taxes
    
    
    (8,722
    )
    
    
    (5,387
    )
    
    
    (4,122
    )Excess tax benefits from share-based compensation
    
    
    (2,226
    )
    
    
    (1,613
    )
    
    
    (5,692
    )Changes in operating assets and liabilities, net of effects of acquisitionsAccounts receivable
    
    
    4,611
    
    
    
    (5,880
    )
    
    
    (10,002
    )Other current assets
    
    
    (8,046
    )
    
    
    (5,334
    )
    
    
    (6,665
    )Accounts payable
    
    
    3,628
    
    
    
    (4,685
    )
    
    
    (5,975
    )Deferred revenue
    
    
    1,010
    
    
    
    (4,817
    )
    
    
    8,159Other liabilities
    
    
    3,235
    
    
    
    12,754
    
    
    
    16,800Net cash provided by operating activities
    
    
    62,897
    
    
    
    41,051
    
    
    
    39,318Cash flows from investing activitiesAcquisitions, net of cash acquired (See Note 3)
    
    
    (290,994
    )
    
    
    (36,121
    )
    
    
    (938
    )Purchase of facilities and property cost
    
    
    (22,693
    )
    
    
    (28,134
    )
    
    
    (27,475
    )Proceeds from sale of property and equipment
    
    
    342
    
    
    
    178
    
    
    
    1,841Transfer of delivery centre to AVIVA
    
    
    
    
    
    
    1,570
    
    
    
    Purchase of marketable securities and deposits
    
    
    (41,983
    )
    
    
    (48,181
    )
    
    
    Sale of marketable securities and deposits
    
    
    39,710
    
    
    
    52,150
    
    
    
    (12,000
    )Net cash used in investing activities
    
    
    (315,618
    )
    
    
    (58,538
    )
    
    
    (38,572
    )Cash flows from financing activitiesProceeds from IPO, net of expenses
    
    
    
    
    
    
    (150
    )
    
    
    78,787Excess tax benefits from share-based compensation
    
    
    2,226
    
    
    
    1,613
    
    
    
    5,692Proceeds from issuance of long term debt, net of issuance costs
    
    
    198,803
    
    
    
    
    
    
    
    Ordinary shares issued and subscribed
    
    
    988
    
    
    
    4,204
    
    
    
    6,672Proceeds from short term line of credit
    
    
    16,416
    
    
    
    
    
    
    
    Repayments of short term line of credit
    
    
    (19,310
    )
    
    
    
    
    
    
    Principal payments under capital leases
    
    
    (183
    )
    
    
    
    
    
    
    (173
    )Net cash provided by financing activities
    
    
    198,940
    
    
    
    5,667
    
    
    
    90,978Effect of exchange rate changes on cash and cash equivalents
    
    
    (9,986
    )
    
    
    2,178
    
    
    
    2,068Net increase (decrease) in cash and cash equivalents
    
    
    (63,767
    )
    
    
    (9,642
    )
    
    
    93,791Cash and cash equivalents at beginning of year
    
    
    102,698
    
    
    
    112,340
    
    
    
    18,549Cash and cash equivalents at end of year
    
    $
    38,931
    
    
    $
    102,698
    
    
    $
    112,340Supplemental disclosure of cash flow information:Cash paid for interest
    
    $
    7,856
    
    
    $
    
    
    
    $
    118Cash paid for income taxes
    
    
    8,932
    
    
    
    6,323
    
    
    
    709Assets acquired under capital lease
    
    
    52
    
    
    
    
    
    
    
    Cash flows from related parties
    
    
    (267
    )
    
    
    
    
    
    
    
 See accompanying notes
 F-7




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##### Table of Contents



WNS (HOLDINGS) LIMITED
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009
(Amounts in thousands, except share and per share data)
 1.
    
    ORGANIZATION AND DESCRIPTION OF BUSINESS
  2.
    
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Basis of preparation
   Use of estimates
  Foreign currency translation
   Revenue recognition
  F-8




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##### Table of Contents



WNS (HOLDINGS) LIMITED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2009
(Amounts in thousands, except share and per share data)
    Revenue Arrangements with Multiple
Deliverables
  Reporting Revenue Gross as a
Principal versus Net as an Agent.
 F-9




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2009
(Amounts in thousands, except share and per share data)
  Cost of revenue
  Cash and cash equivalents
  Bank deposits and marketable securities
  Funds held for clients
  Accounts receivable
   Year ended March 31,2009
    
    
    2008
    
    
    2007Balance at the beginning of the year
    
    $
    1,784
    
    
    $
    364
    
    
    $
    373Charged to operations
    
    
    535
    
    
    
    1,602
    
    
    
    164Write-off, net of collections
    
    
    (218
    )
    
    
    (126
    )
    
    
    (132
    )Reversal
    
    
    (77
    )
    
    
    (61
    )
    
    
    (65
    )Translation adjustment
    
    
    (89
    )
    
    
    5
    
    
    
    24Balance at the end of the year
    
    $
    1,935
    
    
    $
    1,784
    
    
    $
    364
 F-10




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##### Table of Contents



WNS (HOLDINGS) LIMITED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2009
(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
 Accounting for the
Costs of Computer Software developed or Obtained for Internal Use.
 Accounting for leases
  F-11




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##### Table of Contents



WNS (HOLDINGS) LIMITED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2009
(Amounts in thousands, except share and per share data)
 Goodwill and intangible assets
    Weighted averageamortization period (inAsset description
    
    months)Customer contracts
    
    
    100Customer relationship
    
    
    90Intellectual property rights
    
    
    36Leasehold benefits
    
    
    48Covenant not-to-compete
    
    
    48
 Income taxes
 Accounting for Income Taxes
 Employee benefits
 Defined contribution plans
  F-12




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##### Table of Contents



WNS (HOLDINGS) LIMITED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2009
(Amounts in thousands, except share and per share data)
    Defined benefit plan
  Employers Accounting for Defined Benefit Pension and Other Postretirement Plans,
an amendment of Financial Accounting Standards Board (FASB) Statements No. 87, 88, 106 and
132(R) Employers Accounting for Pensions
 Advertising costs
  Derivative financial instruments
 Accounting for Derivative Instruments and Hedging Activities
 F-13




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##### Table of Contents



WNS (HOLDINGS) LIMITED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2009
(Amounts in thousands, except share and per share data)
  Disclosures about Derivative Instruments and
Hedging Activities, an amendment of FASB Statement No. 133
 Earnings per share
   Year ended March 31,2009
    
    
    2008
    
    
    2007Numerator:Net income
    
    $
    8,078
    
    
    $
    9,500
    
    
    $
    26,581Denominator:Basic weighted average ordinary shares outstanding
    
    
    42,520,404
    
    
    
    42,070,206
    
    
    
    38,608,188Dilutive impact of stock options
    
    
    588,195
    
    
    
    874,822
    
    
    
    2,512,309Diluted weighted average ordinary shares outstanding
    
    
    43,108,599
    
    
    
    42,945,028
    
    
    
    41,120,497
 Share-based compensation
 Share-Based Payment
  F-14




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##### Table of Contents



WNS (HOLDINGS) LIMITED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2009
(Amounts in thousands, except share and per share data)
    Fair value of financial instruments
  Concentration of risk
   New accounting pronouncements
 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
 F-15




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##### Table of Contents



WNS (HOLDINGS) LIMITED
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2009
(Amounts in thousands, except share and per share data)
 Disclosures about Fair Value of Financial Instruments
 Employers Disclosures about Postretirement
Benefit Plan Assets (Statement 132(R)) Fair
value measurement
 Determination of the Useful Life of Intangible
Assets Goodwill and Other Intangible Assets
 Business Combinations Accounting for Assets Acquired and Liabilities Assumed in
a Business Combination that Arise from Contingencies
 Noncontrolling Interests in Consolidated Financial
Statements  an amendment of ARB No. 1 .
 F-16




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2009
(Amounts in thousands, except share and per share data)
 3.
    
    ACQUISITIONS
 AVIVA Global Services Singapore Private Limited (Aviva Global)
      F-17




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2009
(Amounts in thousands, except share and per share data)
  AmountCash
    
    $
    17,118Accounts receivable
    
    
    16,176Other assets
    
    
    10,751Property and equipment
    
    
    15,912Intangible assets Customer relationships
    
    
    45,892 Customer contracts
    
    
    175,681 Leasehold benefits
    
    
    1,835Current liabilities
    
    
    (25,504
    )Deferred tax liability
    
    
    (8,768
    )Total purchase consideration
    
    $
    249,093
     F-18




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2009
(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-19




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2009
(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
    
    
    3,667Current liabilities
    
    
    (1,184
    )Deferred tax liability
    
    
    (874
    )Total purchase consideration
    
    $
    10,218
   Marketics Technologies (India) Private Limited
   F-20




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2009
(Amounts in thousands, except share and per share data)
   AmountCash
    
    $
    1,834Accounts receivable
    
    
    2,131Other assets
    
    
    562Property and equipment
    
    
    190Intangible -Customer relationship
    
    
    8,960Goodwill
    
    
    54,469Current liabilities
    
    
    (1,170
    )Deferred tax liability
    
    
    (1,877
    )Total purchase consideration
    
    $
    65,099
  Flovate Technologies Limited
    PRG Airlines Services Limited and GHS Holdings LLC
  F-21




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2009
(Amounts in thousands, except share and per share data)
  Year ended
    
    Year endedMarch 31, 2009
    
    March 31, 2008Pro-forma
    
    
    
    
    
    Pro-formaAs reported
    
    (Unaudited)
    
    As reported
    
    (Unaudited)Revenue
    
    $
    539,264
    
    
    $
    561,160
    
    
    $
    459,867
    
    
    $
    573,258Income (loss) before income
taxes and minority interest
    
    
    11,093
    
    
    
    8,366
    
    
    
    14,694
    
    
    
    (6,026
    )Net income (loss)
    
    
    8,078
    
    
    
    5,351
    
    
    
    9,500
    
    
    
    (11,220
    )Basic income(loss) per share
    
    $
    0.19
    
    
    $
    0.13
    
    
    $
    0.23
    
    
    $
    (0.27
    )Diluted income (loss) per share
    
    $
    0.19
    
    
    $
    0.12
    
    
    $
    0.22
    
    
    $
    (0.27
    )
   4.
    
    PROPERTY AND EQUIPMENT
  March 31,2009
    
    
    2008Building (Refer Note 3  Acquisition of Aviva Global)
    
    $
    11,048
    
    
    $
    Computers and software
    
    
    49,010
    
    
    
    46,937Furniture, fixtures and office equipment
    
    
    43,556
    
    
    
    37,675Vehicles
    
    
    2,582
    
    
    
    2,898Leasehold improvements
    
    
    31,764
    
    
    
    24,349Capital work-in-progress
    
    
    8,181
    
    
    
    4,446146,141
    
    
    
    116,305Accumulated depreciation and amortization
    
    
    (90,149
    )
    
    
    (65,465
    )Property and equipment, net
    
    $
    55,992
    
    
    $
    50,840
   F-22




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2009
(Amounts in thousands, except share and per share data)
 5.
    
    GOODWILL AND INTANGIBLES
  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
 March 31, 2008AccumulatedGross
    
    
    amortization
    
    
    NetCustomer contracts
    
    $
    13,792
    
    
    $
    13,757
    
    
    $
    35Customer relationships
    
    
    12,212
    
    
    
    4,200
    
    
    
    8,012Intellectual property rights
    
    
    1,863
    
    
    
    517
    
    
    
    1,346Covenant not-to-compete
    
    
    100
    
    
    
    100
    
    
    
    $
    27,967
    
    
    $
    18,574
    
    
    $
    9,393
    Year ending March 31,
    
    Amount2010
    
    $
    31,5572011
    
    
    31,1762012
    
    
    30,2132013
    
    
    28,2972014
    
    
    26,647Thereafter
    
    
    69,482$
    217,372
 F-23




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2009
(Amounts in thousands, except share and per share data)
  WNS
    
    
    WNSGlobal
    
    
    Auto Claims
    
    
    TotalBalance at March 31, 2007
    
    $
    13,937
    
    
    $
    23,419
    
    
    $
    37,356Goodwill arising on acquisitionMarketics
    
    
    54,469
    
    
    
    
    
    
    
    54,469Flovate
    
    
    
    
    
    
    3,288
    
    
    
    3,288Impairment on goodwill (Refer Note 6)
    
    
    (8,889
    )
    
    
    
    
    
    
    (8,889
    )Foreign currency translation
    
    
    728
    
    
    
    518
    
    
    
    1,246Balance 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
    
    
    $
    81,679
 6.
    
    LOSS OF CLIENT
  7.
    
    INCOME TAXES
  Year ended March 31,2009
    
    
    2008
    
    
    2007Domestic
    
    $
    (5,729
    )
    
    $
    (1612
    )
    
    $
    2,453Foreign
    
    
    16,822
    
    
    
    16,306
    
    
    
    26,702Income before income taxes and minority interest
    
    $
    11,093
    
    
    $
    14,694
    
    
    $
    29,155
 F-24




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2009
(Amounts in thousands, except share and per share data)
  March 31,2009
    
    
    2008
    
    
    2007Current taxesDomestic taxes
    
    $
    
    
    
    $
    
    
    
    $
    Foreign taxes
    
    
    12,024
    
    
    
    10,581
    
    
    
    6,69612,024
    
    
    
    10,581
    
    
    
    6,696Deferred taxesDomestic taxes
    
    
    
    
    
    
    
    
    
    
    Foreign taxes
    
    
    (8,722
    )
    
    
    (5,387
    )
    
    
    (4,122
    )$
    3,302
    
    
    $
    5,194
    
    
    $
    2,574
     Year ended March 31,2009
    
    
    2008
    
    
    2007Net income before taxes
    
    $
    11,093
    
    
    $
    14,694
    
    
    $
    29,155Enacted tax rates in Jersey
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %Statutory income tax
    
    
    
    
    
    
    
    
    
    
    Provision due to:Foreign minimum alternative taxes and state taxes
    
    
    213
    
    
    
    75
    
    
    
    Differential foreign tax rates
    
    
    3,045
    
    
    
    4,997
    
    
    
    2,138Other (permanent differences)
    
    
    44
    
    
    
    122
    
    
    
    436Provision for income taxes
    
    $
    3,302
    
    
    $
    5,194
    
    
    $
    2,574
 F-25




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2009
(Amounts in thousands, except share and per share data)
  March 31,2009
    
    
    2008Deferred tax assets:Property and equipment
    
    $
    6,952
    
    
    $
    3,223Net operating loss carry forward
    
    
    5,686
    
    
    
    292Accruals deductible on actual payment
    
    
    1,396
    
    
    
    1,363Share-based compensation
    
    
    3,565
    
    
    
    1,567Minimum alternate tax
    
    
    5,313
    
    
    
    2,922Others
    
    
    47
    
    
    
    13Total deferred tax assets
    
    
    22,959
    
    
    
    9,380Less: Valuation allowances (a)
    
    
    (3,821
    )
    
    
    (283
    )Deferred tax assets, net of valuation allowances
    
    
    19,138
    
    
    
    9,097Deferred tax liabilities:Property and equipment
    
    
    (23
    )
    
    
    (220
    )Intangibles
    
    
    (11,734
    )
    
    
    (2,249
    )Total deferred tax liabilities
    
    
    (11,757
    )
    
    
    (2,469
    )Net deferred tax assets
    
    $
    7,381
    
    
    $
    6,628
 
 (a)
    
    The change in valuation allowance of $3,538 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, 2009, where the Company believes that it is more likely than not, based
on available evidence that the asset will not be realized.
 Accounting for Uncertainty in Income Taxes
 F-26




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2009
(Amounts in thousands, except share and per share data)
  Year ended March 312009
    
    2008Opening balance
    
    $
    17,038
    
    
    $
    15,856Increase related to prior year tax positions
    
    
    81
    
    
    
    63Increase on account of business combinations
    
    
    106
    
    
    
    Increase related to current year tax positions
    
    
    4,519
    
    
    
    Effect of exchange rate changes
    
    
    (4,791
    )
    
    
    1,119Closing balance
    
    $
    16,953
    
    
    $
    17,038
      8.
    
    DEFERRED REVENUE
  March 31,2009
    
    
    2008Payments in advance of services
    
    $
    8,260
    
    
    $
    6,728Advance billings
    
    
    312
    
    
    
    1,601Claims handling
    
    
    329
    
    
    
    508Other
    
    
    243
    
    
    
    502$
    9,144
    
    
    $
    9,339
 F-27




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2009
(Amounts in thousands, except share and per share data)
 9.
    
    RETIREMENT BENEFITS
 Defined contribution plans
  Year ended March 31,2009
    
    
    2008
    
    
    2007Provident fund  India
    
    $
    5,361
    
    
    $
    5,107
    
    
    $
    3,153Pension scheme  UK
    
    
    609
    
    
    
    569
    
    
    
    542401(k) plan  US
    
    
    519
    
    
    
    601
    
    
    
    422$
    6,489
    
    
    $
    6,277
    
    
    $
    4,117
 Defined benefit plan  gratuity
  Year ended March 31,2009
    
    
    2008Change in projected benefit obligationsObligation at beginning of the year
    
    $
    2,254
    
    
    $
    1,271Translation adjustment
    
    
    (702
    )
    
    
    95Service cost
    
    
    838
    
    
    
    437Interest cost
    
    
    277
    
    
    
    114Benefits paid
    
    
    (304
    )
    
    
    (119
    )Business combinations
    
    
    765
    
    
    
    (24
    )Actuarial loss
    
    
    377
    
    
    
    480Benefit obligation at end of the year
    
    $
    3,505
    
    
    $
    2,254Change in plan assetsPlan assets at beginning of the year
    
    $
    550
    
    
    $
    500Translation adjustment
    
    
    (105
    )
    
    
    40Actual return
    
    
    (26
    )
    
    
    44Actual contributions
    
    
    240
    
    
    
    85Benefits paid
    
    
    (304
    )
    
    
    (119
    )Plan assets at end of the year
    
    $
    355
    
    
    $
    550Funded status
    
    $
    (3,150
    )
    
    $
    (1,704
    )Current
    
    
    (580
    )
    
    
    (160
    )Non-current
    
    
    (2,570
    )
    
    
    (1,544
    )Net amount recognized
    
    
    (3,150
    )
    
    
    (1,704
    )Accumulated benefit obligation at end of the year
    
    $
    2,326
    
    
    $
    1,577
 F-28




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2009
(Amounts in thousands, except share and per share data)
  Year ended March 31,2009
    
    
    2008
    
    
    2007Service cost
    
    $
    838
    
    
    $
    437
    
    
    $
    490Interest cost
    
    
    277
    
    
    
    114
    
    
    
    53Expected return on plan assets
    
    
    (51
    )
    
    
    (38
    )
    
    
    (35
    )Actuarial loss
    
    
    238
    
    
    
    8
    
    
    
    35Net periodic gratuity cost for the year
    
    $
    1,302
    
    
    $
    521
    
    
    $
    543
  Year ended March 31,2009
    
    
    2008Net actuarial loss
    
    $
    (435
    )
    
    $
    (476
    )Amortization of net actuarial loss
    
    
    235
    
    
    
    11Translation
    
    
    150
    
    
    
    (21
    )Total
    
    $
    (50
    )
    
    $
    (486
    )
  Year ended March 31,2009
    
    2008
    
    2007Discount rate
    
    
    7%-9.95%
    
    
    
    7.6-10.25%
    
    
    
    9.8%Rate of increase in
compensation levels
    
    10%-15% for 5 years
and 9% thereafter
    
    11%-15% for 5 years
and 7% thereafter
    
    9%-11% for 5 years
and 7%-9% thereafterRate of return on
plan assets
    
    
    7.5%
    
    
    
    7.5%
    
    
    
    7.5%
   Year ending March 31,
    
    Amount2010
    
    $
    8622011
    
    
    1,0162012
    
    
    1,1152013
    
    
    1,1572014
    
    
    1,0982015-2019
    
    
    3,349$
    8,597
  F-29




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2009
(Amounts in thousands, except share and per share data)
 10.
    
    ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
  Year ended March 31,2009
    
    
    2008Cumulative translation adjustments
    
    $
    (32,605
    )
    
    $
    18,607Unrealized losses on cash flow hedges
    
    
    (16,430
    )
    
    
    (3,763
    )Net actuarial loss on pension plans
    
    
    (675
    )
    
    
    (624
    )Total
    
    $
    (49,710
    )
    
    $
    14,220
 11.
    
    SHAREHOLDERS EQUITY
  12.
    
    SHARE BASED COMPENSATION
  Year ended March 31,2009
    
    
    2008
    
    
    2007Share-based compensation recorded inCost of revenue
    
    $
    3,647
    
    
    $
    2,436
    
    
    $
    995Selling, general and administrative expenses
    
    
    9,775
    
    
    
    4,380
    
    
    
    2,688Total share-based compensation
    
    $
    13,422
    
    
    $
    6,816
    
    
    $
    3,683Recognized income tax benefit
    
    $
    (3,002
    )
    
    $
    (1,574
    )
    
    $
    (671
    )
 Share-based options
  F-30




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2009
(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, 2008
    
    
    2,058,987
    
    
    $
    13.46
    
    
    7.86
    
    
    $
    4,096Granted
    
    
    Forfeited
    
    
    (70,496
    )
    
    
    9.62Lapsed
    
    
    (26,667
    )
    
    
    9.51Exercise of options
    
    
    (84,419
    )
    
    
    6.96Outstanding at March 31, 2009
    
    
    1,877,505
    
    
    $
    13.74
    
    
    6.77
    
    
    NilOptions vested and expected to vest
    
    
    1,575,415
    
    
    $
    13.74
    
    
    6.77
    
    
    NilOptions exercisable
    
    
    1,562,676
    
    
    $
    11.75
    
    
    6.52
    
    
    Nil
     Year ended March 31,2008
    
    2007Expected life
    
    3.5 years
    
    6 yearsRisk free interest rates
    
    4.5%
    
    4.9%Volatility
    
    29.9%
    
    48.6%Dividend yield
    
    0%
    
    0%
  F-31




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2009
(Amounts in thousands, except share and per share data)
 Restricted Shares Units
   Weighted
    
    
    Weighted averageaverage
    
    
    remaining contract
    
    
    AggregateShares
    
    
    fair value
    
    
    term (in years)
    
    
    intrinsic valueOutstanding at April 1, 2008
    
    
    586,306
    
    
    $
    24.11
    
    
    8.93
    
    
    $
    7,311Granted
    
    
    1,342,205
    
    
    
    13.39Vested/exercised
    
    
    (159,884
    )
    
    
    12.93Forfeited
    
    
    (152,115
    )
    
    
    14.74Outstanding at March 31, 2009
    
    
    1,616,512
    
    
    $
    10.89
    
    
    8.88
    
    
    $
    2,055RSUs expected to vest
    
    
    1,386,321
    
    
    $
    10.89
    
    
    8.88
    
    
    $
    1,763RSUs exercisable
    
    
    71,235
    
    
    $
    5.33
    
    
    8.05
    
    
    $
    101
  Year ended March 31,2009
    
    2008Expected life
    
    2.4 years
    
    2 yearsRisk free interest rates
    
    2.2%
    
    4.4%Volatility
    
    33.7%
    
    29.1%Dividend yield
    
    0.0%
    
    0%
    F-32




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2009
(Amounts in thousands, except share and per share data)
  13.
    
    RELATED PARTY TRANSACTIONS
 Name of the related party
    
    RelationshipWarburg Pincus and its affiliates
    
    Principal shareholderBritish Airways Plc. (up to July 31, 2006)
    
    Principal shareholder and significant customerFlovate Technologies Limited (Flovate)
(up to June 10, 2007) (Refer Note 3)
    
    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
    
    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
    
    2009
    
    2008
    
    2007
    
    2009
    
    2008RevenueBritish Airways
    
    $
    
    
    
    $
    
    
    
    $
    4,913
    
    
    $
    
    
    
    $
    Warburg Pincus and its affiliates
    
    
    3,242
    
    
    
    3,466
    
    
    
    2,157
    
    
    
    64
    
    
    
    586Cost of revenueFlovate
    
    
    
    
    
    
    236
    
    
    
    1,849
    
    
    
    
    
    
    
    Warburg Pincus and its affiliates
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Datacap
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Singapore Telecommunications
    
    
    274
    
    
    
    
    
    
    
    
    
    
    
    (37
    )
    
    
    Mahindra & Mahindra Limited
    
    
    4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Selling, general and administrative
expenseWarburg Pincus and its affiliates
    
    
    108
    
    
    
    189
    
    
    
    202
    
    
    
    (5
    )
    
    
    Flovate
    
    
    
    
    
    
    130
    
    
    
    554
    
    
    
    
    
    
    
    Datacap
    
    
    29
    
    
    
    26
    
    
    
    37
    
    
    
    
    
    
    
    Property and equipment additionsWarburg Pincus and its affiliates
    
    
    2
    
    
    
    702
    
    
    
    2,112
    
    
    
    
    
    
    
    6Flovate
    
    
    
    
    
    
    394
    
    
    
    2,163
    
    
    
    
    
    
    
    Datacap
    
    
    5
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other incomeWarburg Pincus and its affiliates
    
    
    
    
    
    
    25
    
    
    
    
    
    
    
    
    
    
    
    Flovate
    
    
    
    
    
    
    36
    
    
    
    368
    
    
    
    
    
    
    
    Interest expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    HDFC Limited
    
    
    269
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 F-33




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2009
(Amounts in thousands, except share and per share data)
  14.
    
    OTHER (EXPENSE) INCOME, NET
  Year ended March 31,2009
    
    
    2008
    
    
    2007Foreign exchange gain (loss), net
    
    $
    (8,310
    )
    
    $
    2,943
    
    
    $
    (1,388
    )Interest income
    
    
    1,869
    
    
    
    5,254
    
    
    
    3,468Gain on sale of property and equipment, net
    
    
    58
    
    
    
    62
    
    
    
    101Income from securities
    
    
    179
    
    
    
    100
    
    
    
    Other
    
    
    565
    
    
    
    825
    
    
    
    319Total
    
    $
    (5,639
    )
    
    $
    9,184
    
    
    $
    2,500
 15.
    
    SEGMENTS
 Disclosures about Segments of
an Enterprise and Related Information
  F-34




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2009
(Amounts in thousands, except share and per share data)
 Year ended March 31, 2009WNS Global
    
    
    WNS Auto
    
    
    InterBPO
    
    
    Claims BPO
    
    
    segments (a)
    
    
    TotalRevenue from external customers
    
    $
    322,176
    
    
    $
    217,088
    
    
    $
    
    
    
    $
    539,264Segment revenue
    
    $
    322,917
    
    
    $
    217,088
    
    
    $
    (741
    )
    
    $
    539,264Payments to repair centers
    
    
    
    
    
    
    152,891
    
    
    
    
    
    
    
    152,891Revenue less repair payments
    
    
    322,917
    
    
    
    64,197
    
    
    
    (741
    )
    
    
    386,373Depreciation
    
    
    20,930
    
    
    
    859
    
    
    
    
    
    
    
    21,789Other costs
    
    
    251,490
    
    
    
    46,987
    
    
    
    (741
    )
    
    
    297,736Segment operating income
    
    
    50,497
    
    
    
    16,351
    
    
    
    
    
    
    
    66,848Unallocated share-based
compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,422
    )Amortization of intangible assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (24,912
    )Other expenses, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,639
    )Interest expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,782
    )Income before income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,093Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,302
    )Income before minority interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,791Minority interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    287Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    8,078Capital expenditure
    
    $
    21,227
    
    
    $
    1,466
    
    
    $
    
    
    
    $
    22,693Segment assets, net of eliminations
    
    $
    471,258
    
    
    $
    80,668
    
    
    $
    
    
    
    $
    551,926
   Year ended March 31, 2008WNS
    
    
    WNS
    
    
    InterGlobal
    
    
    Claims
    
    
    segments (a)
    
    
    TotalRevenue from external customers
    
    $
    260,146
    
    
    $
    199,721
    
    
    $
    
    
    
    $
    459,867Segment revenue
    
    
    261,210
    
    
    
    199,721
    
    
    
    (1,064
    )
    
    
    459,867Payments to repair centers
    
    
    
    
    
    
    169,510
    
    
    
    
    
    
    
    169,510Revenue less repair payments
    
    
    261,210
    
    
    
    30,571
    
    
    
    (1,064
    )
    
    
    290,717Depreciation
    
    
    17,071
    
    
    
    1,381
    
    
    
    
    
    
    
    18,452Other costs
    
    
    227,909
    
    
    
    14,758
    
    
    
    (1,064
    )
    
    
    241,603Segment operating income
    
    
    16,231
    
    
    
    14,431
    
    
    
    
    
    
    
    30,662Unallocated share-based compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,816
    )Amortization of intangible assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,869
    )Impairment of goodwill, intangibles and other assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15,464
    )Other income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,184Interest expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3
    )Income before income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,694Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,194
    )
 F-35




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2009
(Amounts in thousands, except share and per share data)
 Year ended March 31, 2008WNS
    
    
    WNS
    
    
    InterGlobal
    
    
    Claims
    
    
    segments (a)
    
    
    TotalNet income
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    9,500Capital expenditure
    
    $
    27,609
    
    
    $
    525
    
    
    $
    
    
    
    $
    28,134Segment assets, net of eliminations as at March 31,
2008
    
    $
    269,259
    
    
    $
    77,246
    
    
    $
    
    
    
    $
    346,505
   Year ended March 31, 2007WNS
    
    
    WNS
    
    
    InterGlobal
    
    
    Claims
    
    
    segments (a)
    
    
    TotalRevenue from external customers
    
    $
    193,518
    
    
    $
    158,768
    
    
    $
    
    
    
    $
    352,286Segment revenue
    
    
    194,992
    
    
    
    158,768
    
    
    
    (1,474
    )
    
    
    352,286Payments to repair centers
    
    
    
    
    
    
    132,586
    
    
    
    
    
    
    
    132,586Revenue less repair payments
    
    
    194,992
    
    
    
    26,182
    
    
    
    (1,474
    )
    
    
    219,700Depreciation
    
    
    12,782
    
    
    
    1,984
    
    
    
    
    
    
    
    14,766Other costs
    
    
    154,948
    
    
    
    19,126
    
    
    
    (1,474
    )
    
    
    172,600Segment operating income
    
    
    27,262
    
    
    
    5,072
    
    
    
    
    
    
    
    32,334Unallocated share-based compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,683
    )Amortization of intangible assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,896
    )Other income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,500Interest expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (100
    )Income before income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29,155Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,574
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    26,581Capital expenditure
    
    $
    24,731
    
    
    $
    2,744
    
    
    $
    
    
    
    $
    27,475Segment assets, net of eliminations as at
March 31, 2007
    
    $
    206,366
    
    
    $
    69,515
    
    
    $
    
    
    
    $
    275,881
   F-36




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2009
(Amounts in thousands, except share and per share data)
  Year
ended March 31,2009
    
    
    2008
    
    
    2007UK
    
    $
    298,539
    
    
    $
    225,920
    
    
    $
    189,854North America
    
    
    131,521
    
    
    
    113,744
    
    
    
    80,767Europe (excludes UK)
    
    
    107,703
    
    
    
    116,864
    
    
    
    78,955Other
    
    
    1,501
    
    
    
    3,339
    
    
    
    2,710$
    539,264
    
    
    $
    459,867
    
    
    $
    352,286
  March 31,2009
    
    
    2008UK
    
    $
    43,405
    
    
    $
    32,220India
    
    
    103,777
    
    
    
    112,056US
    
    
    1,881
    
    
    
    1,967Other
    
    
    205,980
    
    
    
    1,460$
    355,043
    
    
    $
    147,703
 16.
    
    FAIR VALUE MEASUREMENT
      F-37




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2009
(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
    
    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
    
    
    $
    
 The Fair Value Option for
Financial Assets and Financial Liabilities  Including an amendment of FASB Statement No. 115
 17.
    
    DEBT
 Long term debt
   F-38




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2009
(Amounts in thousands, except share and per share data)
   For fiscal year ending March 31
    
    $2010 (including prepayment)
    
    
    45,0002011
    
    
    40,0002012
    
    
    50,0002013
    
    
    65,000
 Short-term line of credit
   18.
    
    DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
  Cash flow hedges
  F-39




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2009
(Amounts in thousands, except share and per share data)
  Other
   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
    
    
    
    
    
    
    
    
    
    
    $
    12
 F-40




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2009
(Amounts in thousands, except share and per share data)
 March 31, 2009Foreignexchange
    
    Foreign
    
    Interestforward
    
    exchange
    
    rate
    
    Totalcontracts
    
    option contracts
    
    contracts
    
    derivativesDerivatives 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
    AmountForeign exchange forward contracts
    
    $
    (5,795
    )Foreign exchange option contracts
    
    
    (582
    )Interest rate swaps
    
    
    (10,053
    )Total loss in accumulated other comprehensive loss
    
    $
    (16,430
    )
  AmountForeign exchange forward contracts
    
    Other (expense) income, net
    
    
    $(12,384
    )Foreign exchange option contracts
    
    Other (expense) income, net
    
    
    186Foreign exchange forward contracts
    
    Revenue
    
    
    335Foreign exchange option contracts
    
    Revenue
    
    
    6,046Interest rate swaps
    
    Interest expense
    
    
    (696
    )Total loss reclassified to earnings
    
    
    
    
    $  (6,513
    )
   F-41




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2009
(Amounts in thousands, except share and per share data)
  19.
    
    COMMITMENTS AND CONTINGENCIES
 Leases
   Year ending March 31,
    
    Operating leases2010
    
    $
    14,5102011
    
    
    9,6022012
    
    
    6,8432013
    
    
    5,4062014
    
    
    3,876Thereafter
    
    
    11,671Total minimum lease payments
    
    $
    51,908
  Bank guarantees and other
     Contingencies
  20.
    
    JOINT VENTURE WITH ACS
  F-42




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (contd)
MARCH 31, 2009
(Amounts in thousands, except share and per share data)
  21.
    
    SUBSEQUENT EVENTS
  F-43