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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 1934ORþ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended March 31, 2008ORo
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from  toORo
    
    SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Date of event requiring this shell company report
 Commission file number 001-32945
 WNS (Holdings) Limited
  Not Applicable
    
    Jersey, Channel Islands(Translation of Registrants Name Into English)
    
    (Jurisdiction of Incorporation or Organization)
 
  Name of Each ExchangeTitle of Each Class
    
    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 þ o
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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
    
    
    19ITEM 4A.
    
    UNRESOLVED STAFF COMMENTS
    
    
    43ITEM 5.
    
    OPERATING AND FINANCIAL REVIEW AND PROSPECTS
    
    
    44ITEM 6.
    
    DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
    
    
    72ITEM 7.
    
    MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
    
    
    89ITEM 8.
    
    FINANCIAL INFORMATION
    
    
    92ITEM 9.
    
    THE OFFER AND LISTING
    
    
    93ITEM 10.
    
    ADDITIONAL INFORMATION
    
    
    94ITEM 11.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    118ITEM 12.
    
    DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
    
    
    120PART IIITEM 13.
    
    DEFAULTS, DIVIDENDS ARREARAGES AND DELINQUENCIES
    
    
    120ITEM 14.
    
    MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
    
    
    120ITEM 15.
    
    CONTROLS AND PROCEDURES
    
    
    120ITEM 16A.
    
    AUDIT COMMITTEE FINANCIAL EXPERT
    
    
    123ITEM 16B.
    
    CODE OF ETHICS
    
    
    123ITEM 16C.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    123ITEM 16D.
    
    EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
    
    
    124ITEM 16E.
    
    PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
    
    
    124PART IIIITEM 17.
    
    FINANCIAL STATEMENTS
    
    
    124ITEM 18.
    
    FINANCIAL STATEMENTS
    
    
    124ITEM 19.
    
    EXHIBITS
    
    
    125SIGNATURES
    
    
    128INDEX TO WNS (HOLDINGS) LIMITEDS CONSOLIDATED FINANCIAL STATEMENTS
    
    
    F-1EX-4.15 Share Sale and Purchase Agreement, dated July 11, 2008EX-4.16 Master Services Agreement, dated July 11, 2008EX-4.17 Facility Agreement, dated July 11, 2008EX-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 Officer to 17 CFR 240, 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.EX-13.1 Certification by the Chief Executive Officer to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the 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
  
    
    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 attract and retain clients;
    
    our ability to expand our business or effectively manage growth;
    
    our ability to hire and retain enough sufficiently trained employees to support our
operations;
    
    negative public reaction in the US or the UK to offshore outsourcing;
    
    regulatory, legislative and judicial developments;
    
    increasing competition in the business process outsourcing industry;
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
    
    political or economic instability in India, Sri Lanka and Jersey;
    
    worldwide economic and business conditions;
    
    our ability to successfully grow our revenues, expand our service offerings and market
share and achieve accretive benefits from our acquisition of Aviva Global Services Singapore
Private Limited, 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 31,2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004(US dollars in millions, except share and per share data)Consolidated Statement of Income
Data:Revenue
    
    $
    459.9
    
    
    $
    352.3
    
    
    $
    202.8
    
    
    $
    162.2
    
    
    $
    104.1Cost of revenue(1)
    
    
    363.3
    
    
    
    271.2
    
    
    
    145.7
    
    
    
    140.3
    
    
    
    89.7Gross profit
    
    
    96.5
    
    
    
    81.1
    
    
    
    57.1
    
    
    
    21.9
    
    
    
    14.4Operating expenses:Selling, general and
administrative
expenses(1)
    
    
    72.7
    
    
    
    52.5
    
    
    
    36.3
    
    
    
    24.9
    
    
    
    18.8Amortization of intangible assets
    
    
    2.9
    
    
    
    1.9
    
    
    
    0.9
    
    
    
    1.4
    
    
    
    2.6Impairment of goodwill,
intangibles and other
assets(2)
    
    
    15.5
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Operating income (loss)
    
    
    5.5
    
    
    
    26.8
    
    
    
    19.9
    
    
    
    (4.4
    )
    
    
    (7.0
    )Other income, net
    
    
    9.2
    
    
    
    2.5
    
    
    
    0.5
    
    
    
    0.2
    
    
    
    0.3Interest expense
    
    
    
    
    
    
    (0.1
    )
    
    
    (0.4
    )
    
    
    (0.5
    )
    
    
    (0.1
    )Income (loss) before income taxes
    
    
    14.7
    
    
    
    29.2
    
    
    
    19.9
    
    
    
    (4.7
    )
    
    
    (6.8
    )Provision for income taxes
    
    
    (5.2
    )
    
    
    (2.6
    )
    
    
    (1.6
    )
    
    
    (1.1
    )
    
    
    Net income (loss)
    
    $
    9.5
    
    
    $
    26.6
    
    
    $
    18.3
    
    
    $
    (5.8
    )
    
    $
    (6.7
    )Income (loss) per share/ADS:Basic
    
    $
    0.23
    
    
    $
    0.69
    
    
    $
    0.56
    
    
    $
    (0.19
    )
    
    $
    (0.22
    )Diluted
    
    $
    0.22
    
    
    $
    0.65
    
    
    $
    0.52
    
    
    $
    (0.19
    )
    
    $
    (0.22
    )Weightedaverage shares/ADSs
outstanding (basic)
    
    
    42,070,206
    
    
    
    38,608,188
    
    
    
    32,874,299
    
    
    
    30,969,658
    
    
    
    30,795,888Weightedaverage shares/ADSs
outstanding (diluted)
    
    
    42,945,028
    
    
    
    41,120,497
    
    
    
    35,029,766
    
    
    
    30,969,658
    
    
    
    30,795,888
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As of March 31,2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004(US dollars in millions)Consolidated Balance Sheet Data:AssetsCash and cash equivalents
    
    $
    102.7
    
    
    $
    112.3
    
    
    $
    18.5
    
    
    $
    9.1
    
    
    $
    14.8Bank deposits and marketable securities
    
    
    8.1
    
    
    
    12.0
    
    
    
    
    
    
    
    
    
    
    
    Accounts receivable, net
    
    
    47.9
    
    
    
    40.6
    
    
    
    28.1
    
    
    
    25.2
    
    
    
    18.1Other current assets(3)
    
    
    23.4
    
    
    
    18.5
    
    
    
    10.8
    
    
    
    9.7
    
    
    
    9.5Total current assets
    
    
    182.1
    
    
    
    183.4
    
    
    
    57.4
    
    
    
    44.0
    
    
    
    42.5Deposits and deferred tax asset
    
    
    15.4
    
    
    
    6.2
    
    
    
    4.3
    
    
    
    2.6
    
    
    
    1.3Goodwill and intangible assets, net
    
    
    96.9
    
    
    
    44.5
    
    
    
    42.5
    
    
    
    26.7
    
    
    
    27.6Deferred contract costs  non current
    
    
    1.3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Property and equipment, net
    
    
    50.8
    
    
    
    41.8
    
    
    
    30.6
    
    
    
    24.7
    
    
    
    15.3Total assets
    
    
    346.5
    
    
    
    275.9
    
    
    
    134.8
    
    
    
    98.0
    
    
    
    86.6Liabilities and Shareholders EquityNote payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10.0
    
    
    
    Accrual for earn out payment
    
    
    33.7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total current liabilities
    
    
    78.1
    
    
    
    63.4
    
    
    
    53.3
    
    
    
    54.8
    
    
    
    39.4Deferred tax liabilities  non-current
    
    
    1.8
    
    
    
    0.0
    
    
    
    2.3
    
    
    
    
    
    
    
    Other non-current liabilities(4)
    
    
    5.7
    
    
    
    7.0
    
    
    
    1.0
    
    
    
    0.2
    
    
    
    0.5Total shareholders equity
    
    
    227.2
    
    
    
    205.5
    
    
    
    78.2
    
    
    
    43.0
    
    
    
    46.7Total liabilities and shareholders equity
    
    $
    346.5
    
    
    $
    275.9
    
    
    $
    134.8
    
    
    $
    98.0
    
    
    $
    86.6
  For the Year Ended March 31,2008
    
    2007
    
    2006
    
    2005
    
    2004(US dollars in millions, except percentages and employee data)Other Consolidated Financial Data:Revenue
    
    $
    459.9
    
    
    $
    352.3
    
    
    $
    202.8
    
    
    $
    162.2
    
    
    $
    104.1Gross profit as a percentage of revenue
    
    
    21.0
    %
    
    
    23.0
    %
    
    
    28.1
    %
    
    
    13.5
    %
    
    
    13.8
    %Operating income (loss) as a percentage
of revenue
    
    
    1.2
    %
    
    
    7.6
    %
    
    
    9.8
    %
    
    
    (2.7
    )%
    
    
    (6.7
    )%Other Unaudited Consolidated Financial
and Operating Data:Revenue less repair payments(5)
    
    $
    290.7
    
    
    $
    219.7
    
    
    $
    147.9
    
    
    $
    99.0
    
    
    $
    49.9Gross profit as a percentage of revenue
less repair payments
    
    
    33.2
    %
    
    
    36.9
    %
    
    
    38.6
    %
    
    
    22.1
    %
    
    
    28.9
    %Operating income (loss) as a percentage
of revenue less repair payments
    
    
    1.9
    %
    
    
    12.2
    %
    
    
    13.4
    %
    
    
    (4.4
    )%
    
    
    (14.1
    )%Number of employees (at period end)
    
    
    18,104
    
    
    
    15,084
    
    
    
    10,433
    
    
    
    7,176
    
    
    
    4,472
 
 Notes:(1)
    
    Includes the following share-based compensation amounts: For the Year Ended March 31,2008
    
    2007
    
    2006
    
    2005
    
    2004(US dollars in millions)Cost of revenue
    
    $
    2.4
    
    
    $
    1.0
    
    
    $
    0.1
    
    
    $
    0.0
    
    
    $
    0.0Selling, general and administrative expenses
    
    
    4.4
    
    
    
    2.7
    
    
    
    1.8
    
    
    
    0.2
    
    
    
    0.2
 (2)
    
    We recorded an impairment charge of $8.9 million on the goodwill, $6.4 million on intangible
assets and $0.2 million on other 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 obligation under capital leases  non-current, deferred revenue  non-current,
deferred rent and accrued pension liability.(5)
    
    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 31,2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004(US dollars in millions)Revenue
    
    $
    459.9
    
    
    $
    352.3
    
    
    $
    202.8
    
    
    $
    162.2
    
    
    $
    104.1Less: Payments to repair centers
    
    
    169.2
    
    
    
    132.6
    
    
    
    54.9
    
    
    
    63.2
    
    
    
    54.2Revenue less repair payments
    
    $
    290.7
    
    
    $
    219.7
    
    
    $
    147.9
    
    
    $
    99.0
    
    
    $
    49.9
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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
 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.
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A few major clients account for a significant portion of our revenue and any loss of business from
these clients could reduce our revenue and significantly harm our business.
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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. Any decrease in demand for outsourced services
in these industries or economic slowdowns or factors that affect the worldwide economic and
business conditions 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 intense 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 bank loan that we have incurred to fund the transaction
may put a strain on our financial position.
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
    
    increase our vulnerability to general adverse economic and industry conditions;
    
    require us to dedicate a substantial portion of our cash flow from operations to payments
on the bank loan, thereby reducing the availability of our cash flow to fund capital
expenditures, working capital and other general corporate purposes;
    
    require us to seek lenders consent prior to paying dividends on our ordinary shares; and
    
    limit our ability to incur additional borrowings or raise additional financing through
equity or debt instruments.
  Wage increases in India 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.
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We enter into long-term contracts with our clients, and our failure to estimate the resources and
time required for our contracts may negatively affect our profitability.
  Our profitability will suffer if we are not able to maintain our pricing and asset utilization
levels and control our costs.
   We have incurred losses in the past 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.
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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.
  We may not succeed in identifying suitable acquisition targets or integrating any acquired business
into our operations, which could have a material adverse effect on our business, results of
operations, financial condition and cash flows.
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We recorded an impairment charge of $15.5 million to our earnings in fiscal 2008 and may be
required to record another significant charge to earnings in the future when we review our
goodwill, intangible or other assets for potential impairment.
  Our facilities are at risk of damage by natural disasters.
  Our business may not develop in ways that we currently anticipate due to negative public reaction
to offshore outsourcing, proposed legislation or otherwise.
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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.
   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.
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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.
   If the government of India reduces or withdraws tax benefits and other incentives it currently
provides to companies within our industry or if the same are 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.
   Restrictions on entry visas may affect our ability to compete for and provide services to clients
in the US, 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.
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If more stringent labor laws become applicable to us, our profitability may be adversely affected.
  An outbreak of an infectious disease or any other serious public health concerns in Asia or
elsewhere could cause our business to suffer.
  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;
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
    
    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.
   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.wnsgs.com Information contained
on our website does not constitute part of this annual report.
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B. Business Overview
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Industry Overview
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(CHART)
    
    (CHART)Source: IDC
    
    Source: NASSCOM  Everest India BPO Study (January 2008)Note: Years ending December 31
    
    Note: Years ending March 31
     
    
    established reputation and industry leadership;
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
    
    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
  
    
    The International Association of Outsourcing Professionals which developed The Global
Outsourcing 100, in conjunction with neoIT, an industry consultant, named us the Best
Performing Finance and Accounting Outsourcing Provider in 2007 and the leading insurance
outsourcer in 2008;
    
    KLM Dutch Royal Airlines recognized us with the Partners in Innovation Challenge Award in
2008;
    
    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;
    
    The Institute of Directors, an association promoting the development of Indian business
leadership, recognized us with the Golden Peacock Innovation Award in 2007; and
    
    NASSCOM named us among the top two India-based offshore business process outsourcing
companies in terms of revenue in 2004, 2005, 2006, 2007 and 2008.
   23




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##### Table of Contents



Deep industry expertise
  
    
    offer a suite of services that can deliver a comprehensive industry-focused business
process outsourcing program;
    
    leverage our existing capabilities to win additional clients and identify new
industry-specific service offerings;
    
    cultivate client relationships that may involve few processes upon initial engagement to
develop deeper engagements ultimately involving a number of integrated processes;
    
    provide proprietary technology platforms for use in niche areas in specific sectors such as
auto insurance and travel;
    
    recruit and retain talented employees by offering them industry-focused career paths; and
    
    achieve market leadership in several of the industries we target.
 Experience in transferring processes offshore and running them efficiently
    Diversified client base across multiple industries and geographic locations
  Industry-recognized leadership in human capital development
  24




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Ability to manage the rapid growth of our organization
  Experienced management team
  Business Strategy
  Drive rapid growth through penetration of our existing client base
  Enhance awareness of the WNS brand name
  25




---



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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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##### Table of Contents



Travel Services
   
    
    airlines;
    
    travel intermediaries; and
    
    others such as global distribution systems and network providers.
  27




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##### Table of Contents



Case Study.
 
    
    customer interaction: customer complaint resolution, loyalty program management;
    
    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.
  28




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##### Table of Contents



BFSI Services
   
    
    integrated financial institutions;
    
    commercial and retail banks;
    
    mortgage banks and investors in mortgage-backed securities;
    
    asset managers and financial advisory service providers;
    
    life, property and casualty, and health insurers;
    
    insurance brokers and loss assessors; and
    
    self-insured auto fleet owners.
   29




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Case Study.
 30




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##### Table of Contents




    
    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;
    
    trading and securities operations such as order entry, reconciliation, reporting and
exceptions research; and
    
    portfolio administration services including net asset value calculation, trade
reconciliation and settlements.
  Industrial and Infrastructure Services
    
 Case Study.
 31




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##### Table of Contents



Emerging Businesses
    
    
    Finance and Accounting Services, focused on finance and accounting services; and
    
    Knowledge Services, focused on market, business and financial research and analytical
services.
 Finance and Accounting Services
  
 Case Study.
 32




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##### Table of Contents




    
    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 service  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.
  Knowledge Services
    
 33




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##### Table of Contents



Case Study.
 Sales and Marketing
    Clients
    Air Canada
    
    LiverpoolAVIVA
    
    MarshBritish Airways
    
    SAGACentrica
    
    SITAFedex
    
    TravelocityGfK
    
    Virgin Atlantic AirwaysIndymac
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Year Ended March 31,2008
    
    2007Below $1.0 million
    
    145
    
    115$1.0 million to $5.0 million
    
    36
    
    30$5.0 million to $10.0 million
    
    8
    
    3More than $10.0 million
    
    6
    
    6
 Competition
  
    
    focused business process outsourcing service companies based in offshore locations like
India, such as Genpact Limited, or Genpact, Firstsource Solutions Ltd., or Firstsource, and
ExlService Holdings, Inc., or ExlService;
    
    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 Tata Consultancy, and Wipro BPO,
owned by Wipro Technologies Limited; and
    
    global companies such as Accenture Ltd., Affiliated Computer Services Inc., Electronic Data
Systems Corporation, and International Business Machines Corporation, or IBM, which provide an
array of products and services, including broad-based information technology, software,
consulting and business process outsourcing services.
    Intellectual Property
  35




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Technology
   Process and Quality Assurance and Risk Management
     36




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Human Capital
  Recruiting and Retention
   Training and Development
   37




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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;
    
    the person against whom the judgment is given does not benefit from immunity under the
principles of public international law;
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
    
    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;
    
    where the judgment has not been given on the merits of the case;
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
    
    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.
  40




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C. Organizational Structure
  
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##### Table of Contents



Notes:(1)
    
    Our joint venture company set up with Advanced Contact Solutions, Inc. which has a 35.0%
ownership interest in WNS Philippines Inc.(2)
    
    Formerly known as Flovate Technologies Limited.(3)
    
    Formerly known as Flovate Software Technologies India Private Limited.(4)
    
    All the shares except one share are owned by WNS (Mauritius) Limited, or WNS Mauritius. The
remaining one share is owned by WNS Global Services (UK) Limited, or WNS UK, to satisfy the
regulatory requirement to have two shareholders for each company.(5)
    
    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 is in
the process of being transferred to us.(6)
    
    Aviva Global has exercised its call option to acquire Noida Customer Operations Private Limited, a
company incorporated in India, from a
third party BPO provider. Completion of the transfer is expected to take place in August 2008. D. Property, Plant and Equipment
  Total Space
    
    Total Number ofLocation
    
    (square feet)
    
    Workstations/Seats
    
    Lease Expiration
    
    Extendable Until(1)India:Mumbai
    
    478,425
    
    3,553Plant 10
    
    
    
    
    
    February 12, 2011
    
    May 15, 2011Plant 11 (old)
    
    
    
    
    
    May 31, 2010/
    
    February 28, 2013/January 31, 2011
    
    February 28, 2013Plant 11
    
    
    
    
    
    January 23, 2009
    
    July 23, 2014Raheja (Units 001/902)
    
    
    
    
    
    January 29, 2009
    
    January 29, 2015Raheja (Unit 101)
    
    
    
    
    
    April 30, 2009
    
    April 30, 2015Raheja (Units 002/201)
    
    
    
    
    
    April 30, 2009
    
    April 30, 2015Plant 5
    
    
    
    
    
    February 28, 2010
    
    August 31, 2015Airoli Phase I(2)
    
    
    
    
    
    October 31, 2013
    
    October 31, 2018Airoli Phase II(2)
    
    
    
    
    
    April 30, 2014
    
    April 30, 2019Airoli Phase III(2)
    
    
    
    
    
    October 31, 2014
    
    October 31, 2019Gurgaon
    
    293,255
    
    1,897Towers A & B
    
    
    
    
    
    October 31, 2009/
    
    April 30, 2014/November 30, 2009
    
    May 31, 2014Tower C
    
    
    
    
    
    September 30, 2010
    
    March 31, 2015Building 6 (Phase I)
    
    
    
    
    
    March 15, 2012
    
    September 15, 2017Building 6 (Phase II)(3)
    
    
    
    
    
    March 31, 2012
    
    September 30, 2017Building 6 (Phase III)(3)
    
    
    
    
    
    December 31, 2012
    
    December 31, 2017Pune
    
    606,728
    
    3,972Sofotel
    
    
    
    
    
    December 31, 2011
    
    N/ANTrance
    
    
    
    
    
    March 9, 2014/
    
    N/AAugust 5, 2014
    
    N/ALevel 1(4)
    
    
    
    
    
    February 2, 2012
    
    N/ALevel 2(4)
    
    
    
    
    
    August 30, 2011
    
    N/ALevel 4(4)
    
    
    
    
    
    February 2, 2011
    
    N/AWeikfield(5)
    
    
    
    
    
    August 14, 2013
    
    August 14, 2017Marisoft(4)
    
    
    
    
    
    February 28, 2009
    
    June 30, 2009Nashik
    
    109,741
    
    827Unity(4)
    
    
    
    
    
    January 31, 2010
    
    January 31, 2010Shreeniketan
    
    
    
    
    
    June 30, 2010
    
    December 30, 2009Vascon(6)
    
    
    
    
    
    See footnote(7)
    
    N/ABangalore
    
    19,468
    
    287Prestige Garnet
    
    
    
    
    
    December 31, 2010
    
    Option to renew for further term of 3 yearsKoddihelli
    
    
    
    
    
    November 24, 2010
    
    Option to renew for a further term of 11 monthsIndiranagar
    
    
    
    
    
    September 30, 2008
    
    Option to renew on mutually agreed terms
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##### Table of Contents



Total Space
    
    Total Number ofLocation
    
    (square feet)
    
    Workstations/Seats
    
    Lease Expiration
    
    Extendable Until(1)Sri Lanka:
    
    11,521
    
    170Colombo (WTC)
    
    
    
    
    
    November 30, 2008
    
    Option to renew for a further term of 1 to 3 yearsColombo (HNB)
    
    
    
    
    
    September 30, 2008
    
    N/AUK:
    
    27,159
    
    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:New York
    
    3,149
    
    N/A
    
    May 31, 2009
    
    N/ARomania:Bucharest
    
    13,971
    
    133
    
    January 1, 2013
    
    N/A(8)The Philippines:Superstone
    
    76,900
    
    400
    
    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)
    
    Delivery centers are under construction and we are in the process of carrying out interior
fit out works. We expect to move into these office premises over a period of 18 months
commencing in the second quarter of fiscal 2009. The estimated capital expenditure for the
interior fit out works for the delivery centers at Airoli Phases I, II and III is $13.1
million. We estimate that we will have a total of 4,000 seats
upon completion. The leases in respect of the delivery centers at Airoli Phase II and III include options to lease an additional 220,225 square feet of space at the same premises.(3)
    
    Delivery centers are under construction and we are in the process of carrying out interior
fit out works. We expect to move into these office premises over a period of 18 months
commencing from March 2009. The estimated capital expenditure for the interior fit out works
for the delivery centers at Building 6 Phases II and III is $3.0 million. We estimate that we will have a total of 1,243 seats upon completion.(4)
    
    These delivery centers are scheduled to be closed in the second half of fiscal 2009.(5)
    
    Delivery center is under construction and we are in the process of carrying out interior fit
out works. We expect to move into these office premises over a period of six months commencing from July 2008. The estimated capital expenditure for the interior fit out
works for the delivery center is $9.6 million, of which $6.0 million has been spent. We
estimate that we will have a total of 2,819 seats upon completion.(6)
    
    Delivery center is under construction and we are in the process of carrying out interior fit
out works. We expect to move into these office premises in the third quarter of fiscal 2009.
The estimated capital expenditure for the interior fit out works for the delivery center is
$2.0 million. We estimate that we will have a total of 741 seats
upon completion.(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 third quarter of 2009.(8)
    
    No option to renew unless mutually agreed by the parties in writing.  
 ITEM 4A. UNRESOLVED STAFF COMMENTS
  43




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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
     44




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Year Ended March 31,2008
    
    
    2007
    
    
    2006(US dollars in millions)Revenue
    
    $
    459.9
    
    
    $
    352.3
    
    
    $
    202.8Less: Payments to repair centers
    
    $
    169.2
    
    
    $
    132.6
    
    
    $
    54.9Revenue less repair payments
    
    $
    290.7
    
    
    $
    219.7
    
    
    $
    147.9
 Recent Developments
     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 industry to include insurance-based
automobile claims processing.
    
    In fiscal 2003, we invested in capabilities to begin providing enterprise services and
knowledge services to address the requirements of emerging industry segments in the offshore
outsourcing context.
 45




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##### Table of Contents




    
    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 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 a share sale and
purchase agreement pursuant to which we acquired from AVIVA all the shares of Aviva Global and
the AVIVA master services agreement pursuant to which we will provide BPO services to AVIVAs
UK and Canadian businesses, as described under
 Recent Developments above.
  Revenue
   46




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##### Table of Contents



Revenue by Top Clients
   Revenue
    
    Revenue Less Repair PaymentsYear Ended March 31,
    
    Year Ended March 31,2008
    
    2007
    
    2006
    
    2008
    
    2007
    
    2006Top five clients
    
    
    57.3
    %
    
    
    55.2
    %
    
    
    41.0
    %
    
    
    42.2
    %
    
    
    45.7
    %
    
    
    52.8
    %Top ten clients
    
    
    68.2
    %
    
    
    70.1
    %
    
    
    58.5
    %
    
    
    56.0
    %
    
    
    61.9
    %
    
    
    65.5
    %Top 20 clients
    
    
    77.8
    %
    
    
    79.3
    %
    
    
    73.0
    %
    
    
    70.7
    %
    
    
    74.7
    %
    
    
    78.1
    %
  Revenue by Industry
   
    
    travel;
    
    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 Knowledge Services capabilities); and
    
    industrial and infrastructure which was spun off from emerging business to become a
separate business unit in April 2008.
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Revenue
    
    Revenue Less Repair PaymentsYear Ended March 31,
    
    Year Ended March 31,Business Units
    
    2008
    
    2007
    
    2006
    
    2008
    
    2007
    
    2006Travel
    
    
    22.5
    %
    
    
    22.8
    %
    
    
    33.1
    %
    
    
    35.6
    %
    
    
    36.6
    %
    
    
    45.4
    %BFSI
    
    
    57.4
    %
    
    
    61.8
    %
    
    
    55.6
    %
    
    
    32.7
    %
    
    
    38.7
    %
    
    
    39.1
    %Emerging businesses
    
    
    20.1
    %
    
    
    15.4
    %
    
    
    11.3
    %
    
    
    31.7
    %
    
    
    24.7
    %
    
    
    15.5
    %Total
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
 Re v enue by Geography
   Revenue
    
    Revenue Less Repair PaymentsYear Ended March 31,
    
    Year Ended March 31,Locations
    
    2008
    
    2007
    
    2006
    
    2008
    
    2007
    
    2006UK
    
    
    49.1
    %
    
    
    53.9
    %
    
    
    62.6
    %
    
    
    50.3
    %
    
    
    50.5
    %
    
    
    49.6
    %Europe (excluding UK)
    
    
    25.4
    %
    
    
    22.4
    %
    
    
    12.5
    %
    
    
    9.4
    %
    
    
    11.5
    %
    
    
    16.3
    %North America
(primarily US)
    
    
    24.7
    %
    
    
    22.9
    %
    
    
    24.2
    %
    
    
    39.1
    %
    
    
    36.8
    %
    
    
    33.2
    %Rest of World
    
    
    0.8
    %
    
    
    0.8
    %
    
    
    0.7
    %
    
    
    1.2
    %
    
    
    1.2
    %
    
    
    0.9
    %Total
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
 Our Contracts
   48




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
    
    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.
   49




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##### 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
  50




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SG&A Expenses
     Accounting for Stock Issued to Employees
 51




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##### Table of Contents



Accounting for Stock-Based Compensation Share-Based Payment
  Weighted
    
    Weighted
    
    WeightedNumber of
    
    average
    
    average fair
    
    average intrinsicGrants made during the quarter ended
    
    options granted
    
    exercise price
    
    value per share
    
    value per shareJune 30, 2005
    
    
    160,500
    
    
    $
    5.44
    
    
    $
    5.65
    
    
    $
    0.21September 30, 2005
    
    
    828,100
    
    
    
    6.27
    
    
    
    6.27
    
    
    
    December 31, 2005
    
    
    45,479
    
    
    
    6.07
    
    
    
    6.07
    
    
    
    March 31, 2006
    
    
    447,400
    
    
    
    11.72
    
    
    
    11.99
    
    
    
    0.27
   
    
    Achievement of major milestones by us, such as key new client wins and acquisitions;
    
    Public company comparables and private market transactions for sale of equity;
    
    The absence of a public trading market for our shares;
    
    Our recent operating results at the time of a grant;
    
    The fact that we are majority owned by a single shareholder; and
    
    The likelihood of us selling our shares to the public in the future.
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Amortization of Intangible Assets
  Other Income, Net
  Operating Data
   As of March 31,2008
    
    2007
    
    2006Total headcount
    
    
    18,104
    
    
    
    15,084
    
    
    
    10,433Built up seats (1)
    
    
    11,062
    
    
    
    8,794
    
    
    
    6,534Used seats (1)
    
    
    8,559
    
    
    
    7,769
    
    
    
    5,004Seat utilization rate (2)
    
    
    1.6
    
    
    
    1.7
    
    
    
    1.6
 
 Notes:(1)
    
    Built up seats refer to the total number of production seats (excluding support functions
like Finance, Human Resource and Administration) that are set up in any premises. Used seats
refer to the number of built up seats that are being used by employees. The remainder would be
termed vacant seats. The vacant seats would get converted into used seats when we acquire a
new client or increase headcount.(2)
    
    The seat utilization rate is calculated by dividing the total headcount by the number of
built up seats to show the rate at which we are able to utilize our built up seats. Foreign Exchange
 Exchange Rates
  53




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Currency Regulation
    Income Taxes
    54




---



##### Table of Contents



55




---



##### Table of Contents



Critical Accounting Policies
   Revenue Recognition
     56




---



##### Table of Contents



Reporting Revenue Gross as a Principal
versus Net as an Agent.
 Share-based Compensation
    57




---



##### Table of Contents



Business Combinations
  Goodwill, Intangible Assets and Property and Equipment
       58




---



##### Table of Contents



Income Taxes
 Accounting for Income Taxes,
 Accounting
for Uncertainty in Income Taxes,  an interpretation of FASB
Statement No. 109,
 Results of Operations
  Revenue
    
    Revenue Less Repair PaymentsYear Ended March 31,
    
    Year Ended March 31,2008
    
    2007
    
    2006
    
    2008
    
    2007
    
    2006Unaudited
    
    Unaudited
    
    UnauditedCost of revenue
    
    
    79.0
    %
    
    
    77.0
    %
    
    
    71.9
    %
    
    
    66.8
    %
    
    
    63.1
    %
    
    
    61.4
    %Gross profit
    
    
    21.0
    %
    
    
    23.0
    %
    
    
    28.1
    %
    
    
    33.2
    %
    
    
    36.9
    %
    
    
    38.6
    %Operating expenses:SG&A
    
    
    15.8
    %
    
    
    14.9
    %
    
    
    17.9
    %
    
    
    25.0
    %
    
    
    23.9
    %
    
    
    24.6
    %Amortization of intangibles assets
    
    
    0.6
    %
    
    
    0.5
    %
    
    
    0.4
    %
    
    
    1.0
    %
    
    
    0.9
    %
    
    
    0.6
    %Impairment of goodwill,
intangibles and other assets
    
    
    3.4
    %
    
    
    
    
    
    
    
    
    
    
    5.3
    %
    
    
    
    
    
    
    Operating income
    
    
    1.2
    %
    
    
    7.6
    %
    
    
    9.8
    %
    
    
    1.9
    %
    
    
    12.1
    %
    
    
    13.4
    %Other income, net
    
    
    2.0
    %
    
    
    0.7
    %
    
    
    0.0
    %
    
    
    3.2
    %
    
    
    1.1
    %
    
    
    0.0
    %Provision for income taxes
    
    
    (1.1
    )%
    
    
    (0.7
    )%
    
    
    (0.8
    )%
    
    
    (1.8
    )%
    
    
    (1.2
    )%
    
    
    (1.1
    )%Net income
    
    
    2.1
    %
    
    
    7.6
    %
    
    
    9.0
    %
    
    
    3.3
    %
    
    
    12.0
    %
    
    
    12.3
    %
  Year Ended March 31,2008
    
    2007
    
    2006Revenue
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Less: Payments to repair centers
    
    
    36.8
    %
    
    
    37.6
    %
    
    
    27.1
    %Revenue less repair payments
    
    
    63.2
    %
    
    
    62.4
    %
    
    
    72.9
    %
 59




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Fiscal 2008 Compared to Fiscal 2007
 Revenue
 Revenue Less Repair Payments.
 Cost of Revenue.
 Gross Profit.
 SG&A Expenses.
 60




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##### Table of Contents



Amortization of Intangible Assets.
 Impairment of Goodwill, Intangibles and Other Assets.
 Operating Income.
 Other Income, Net.
 Interest Expense.
 Provision for Income Taxes.
 Net Income.
 Fiscal 2007 Compared to Fiscal 2006
 Revenue.
 61




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##### Table of Contents



Revenue Less Repair Payments.
 Cost of Revenue.
 Gross Profit.
 SG&A Expenses.
 Amortization of Intangible Assets.
 Operating Income.
 Other Income, Net.
 62




---



##### Table of Contents



Interest Expense.
 Provision for Income Taxes.
 Net Income.
 Results by Reportable Segment
 Disclosures about
Segments of an Enterprise and Related Information,
    63




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##### Table of Contents



Year Ended March 31, 2008
    
    
    Year Ended March 31, 2007
    
    
    Year Ended March 31, 2006WNS 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)
    
    $
    261.2
    
    
    $
    199.7
    
    
    $
    195.0
    
    
    $
    158.8
    
    
    $
    125.2
    
    
    $
    79.6Less: Payments to repair centers
    
    
    
    
    
    
    169.1
    
    
    
    
    
    
    
    132.6
    
    
    
    
    
    
    
    54.9Revenue less repair payments(1)
    
    
    261.2
    
    
    
    30.6
    
    
    
    195.0
    
    
    
    26.2
    
    
    
    125.2
    
    
    
    24.7Cost of revenue(2)
    
    
    181.7
    
    
    
    11.1
    
    
    
    122.1
    
    
    
    17.0
    
    
    
    76.8
    
    
    
    15.9Other costs(3)
    
    
    63.3
    
    
    
    5.0
    
    
    
    45.6
    
    
    
    4.2
    
    
    
    30.9
    
    
    
    3.6Segment operating income
    
    $
    16.2
    
    
    $
    14.5
    
    
    $
    27.3
    
    
    $
    5.1
    
    
    $
    17.5
    
    
    $
    5.1
 
 Notes:(1)
    
    Segment revenue and revenue less repair payments include inter-segment revenue of $1.1
million for fiscal 2008, $1.5 million for fiscal 2007 and $2.0 million for fiscal 2006.(2)
    
    Cost of revenue includes inter-segment expenses of $1.1 million for fiscal 2008, $1.5 million
for fiscal 2007 and $2.0 million for fiscal 2006, and excludes stock-based compensation
expenses of $2.4 million for fiscal 2008, $1.0 million for fiscal 2007 and $0.1 million for
fiscal 2006, which are not allocable between our segments.(3)
    
    Excludes stock-based compensation expenses of $4.4 million for fiscal 2008, $2.7 million for
fiscal 2007 and $1.8 million for fiscal 2006, 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.
   64




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##### Table of Contents



WNS Auto Claims BPO
 Segment Revenue.
  65




---



##### Table of Contents



Segment Operating Income.
  66




---



##### Table of Contents



Quarterly Results
  Fiscal 2008
    
    Fiscal 2007Three Months Ended
    
    Three Months EndedMarch
    
    December
    
    September
    
    June
    
    March
    
    December
    
    September
    
    June2008
    
    2007
    
    2007
    
    2007
    
    2007
    
    2006
    
    2006
    
    2006(Unaudited, US dollars in millions)Revenue(1)
    
    $
    116.1
    
    
    $
    115.6
    
    
    $
    115.6
    
    
    $
    112.5
    
    
    $
    110.7
    
    
    $
    102.0
    
    
    $
    86.6
    
    
    $
    53.0Cost of revenue
    
    
    88.8
    
    
    
    91.9
    
    
    
    92.5
    
    
    
    90.2
    
    
    
    85.2
    
    
    
    81.3
    
    
    
    67.3
    
    
    
    37.4Gross profit
    
    
    27.3
    
    
    
    23.8
    
    
    
    23.1
    
    
    
    22.3
    
    
    
    25.5
    
    
    
    20.7
    
    
    
    19.3
    
    
    
    15.6Operating expenses:SG&A(2)
    
    
    21.4
    
    
    
    17.8
    
    
    
    18.8
    
    
    
    14.7
    
    
    
    16.3
    
    
    
    14.0
    
    
    
    12.1
    
    
    
    10.1Amortization of intangibles assets
    
    
    0.7
    
    
    
    0.9
    
    
    
    0.5
    
    
    
    0.8
    
    
    
    0.5
    
    
    
    0.5
    
    
    
    0.5
    
    
    
    0.5Impairment of goodwill,
intangibles and other assets
    
    
    
    
    
    
    
    
    
    
    15.5
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Operating income (loss)
    
    
    5.3
    
    
    
    5.1
    
    
    
    (11.6
    )
    
    
    6.8
    
    
    
    8.7
    
    
    
    6.2
    
    
    
    6.7
    
    
    
    5.0Other income (loss), net
    
    
    2.2
    
    
    
    2.0
    
    
    
    2.2
    
    
    
    2.7
    
    
    
    1.3
    
    
    
    1.3
    
    
    
    (0.1
    )
    
    
    (0.1
    )(Provision) for income taxes
    
    
    (1.4
    )
    
    
    (1.7
    )
    
    
    (1.0
    )
    
    
    (1.0
    )
    
    
    (1.2
    )
    
    
    (0.5
    )
    
    
    (0.6
    )
    
    
    (0.3
    )Net income (loss)
    
    
    6.1
    
    
    
    5.5
    
    
    
    (10.5
    )
    
    
    8.4
    
    
    
    8.8
    
    
    
    7.0
    
    
    
    6.0
    
    
    
    4.6
  Fiscal 2008
    
    Fiscal 2007Three Months Ended
    
    Three Months EndedMarch
    
    December
    
    September
    
    June
    
    March
    
    December
    
    September
    
    June2008
    
    2007
    
    2007
    
    2007
    
    2007
    
    2006
    
    2006
    
    2006(Unaudited)Gross profit as a
percentage of
revenue
    
    
    23.5
    %
    
    
    20.6
    %
    
    
    20.0
    %
    
    
    19.8
    %
    
    
    23.1
    %
    
    
    20.3
    %
    
    
    22.2
    %
    
    
    29.4
    %Operating income
(loss) as a
percentage of
revenue
    
    
    4.5
    %
    
    
    4.4
    %
    
    
    (10.1
    )%
    
    
    6.0
    %
    
    
    7.9
    %
    
    
    6.2
    %
    
    
    7.7
    %
    
    
    9.4
    %Gross profit as a
percentage of
revenue less repair
payments
    
    
    36.4
    %
    
    
    32.1
    %
    
    
    32.2
    %
    
    
    32.0
    %
    
    
    39.8
    %
    
    
    36.3
    %
    
    
    36.4
    %
    
    
    34.3
    %Operating income
(loss) as a
percentage of
revenue less repair
payments
    
    
    7.0
    %
    
    
    6.9
    %
    
    
    (16.2
    )%
    
    
    9.7
    %
    
    
    13.7
    %
    
    
    11.0
    %
    
    
    12.6
    %
    
    
    11.0
    %
  Fiscal 2008
    
    
    Fiscal 2007Three Months Ended
    
    
    Three Months EndedMarch
    
    
    December
    
    
    September
    
    
    June
    
    
    March
    
    
    December
    
    
    September
    
    
    June2008
    
    
    2007
    
    
    2007
    
    
    2007
    
    
    2007
    
    
    2006
    
    
    2006
    
    
    2006(Unaudited)Revenue
    
    $
    116.1
    
    
    $
    115.6
    
    
    $
    115.6
    
    
    $
    112.5
    
    
    $
    110.7
    
    
    $
    102.0
    
    
    $
    86.6
    
    
    $
    53.0Less: Payments to repair centers
    
    
    41.0
    
    
    
    41.6
    
    
    
    43.8
    
    
    
    42.8
    
    
    
    46.7
    
    
    
    44.8
    
    
    
    33.6
    
    
    
    7.5Revenue less repair payments
    
    $
    75.1
    
    
    $
    74.1
    
    
    $
    71.7
    
    
    $
    69.8
    
    
    $
    64.0
    
    
    $
    57.2
    
    
    $
    53.0
    
    
    $
    45.5
 
 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.(2)
    
    Our SG&A expenses for the three months 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 customer that 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.


67



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##### Table of Contents



Contractual Obligations
  Payments Due By PeriodTotal
    
    
    Less than 1 Year
    
    
    2-3 Years
    
    
    4-5 Years
    
    
    More than 5 Years(US dollars in thousands)Operating leases
    
    $
    74,652
    
    
    $
    15,820
    
    
    $
    23,932
    
    
    $
    12,794
    
    
    $
    22,106Purchase obligations
    
    $
    1,826
    
    
    $
    1,826
    
    
    
    
    
    
    
    
    
    
    
    Capital lease obligations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    76,478
    
    
    $
    17,646
    
    
    $
    23,932
    
    
    $
    12,794
    
    
    $
    22,106
 Off-Balance Sheet Arrangements
  Liquidity and Capital Resources
       68




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##### Table of Contents



Outstanding Loans
    69




---



##### Table of Contents



Cash Flows from Operating Activities
    Cash Flows from Investing Activities
   70




---



##### Table of Contents



Cash Flows from Financing Activities
    Recently Issued Accounting Standards
 Fair Value Measurements,
 The Fair Value Option for Financial Assets and
Financial Liabilities  Including an amendment of FASB
Statement No. 115,
 Business Combinations,
 Noncontrolling Interests in Consolidated Financial
Statements  an amendment of ARB No. 51,
 Disclosures about Derivative Instruments and Hedging
Activities  an amendment of FASB
Statement No. 133,
 Determination of the Useful Life of Intangible Assets Goodwill and Other
Intangible Assets
 The Hierarchy of Generally Accepted Accounting
Principles, The Meaning of Present Fairly in Conformity
With Generally Accepted Accounting Principles
 71




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##### Table of Contents



ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
 A.
Directors and Executive Officers
   Name
    
    Age
    
    DesignationDirectorsRamesh N. Shah
    
    
    60
    
    
    Chairman of the BoardNeeraj Bhargava
    
    
    44
    
    
    Director and Group Chief Executive OfficerJeremy Young
    
    
    43
    
    
    DirectorEric B. Herr(1)(2)(3)
    
    
    60
    
    
    DirectorDeepak S. Parekh(3)(4)(5)
    
    
    63
    
    
    DirectorRichard O. Bernays(1)(4)(6)
    
    
    65
    
    
    DirectorAnthony Armitage Greener(1)(3)(4)(7)
    
    
    68
    
    
    DirectorExecutive OfficersRamesh N. Shah
    
    
    60
    
    
    Chairman of the BoardNeeraj Bhargava
    
    
    44
    
    
    Group Chief Executive OfficerAlok Misra(8)
    
    
    41
    
    
    Group Chief Financial OfficerAnup Gupta(9)
    
    
    36
    
    
    Group Chief Operating OfficerJ.J. Selvadurai(10)
    
    
    49
    
    
    Managing Director of European Operations
 
 Notes:(1)
    
    Member of the Nominating and Corporate Governance Committee.(2)
    
    Chairman of the Audit Committee.(3)
    
    Member of the Compensation Committee.(4)
    
    Member of the Audit Committee.(5)
    
    Chairman of the Nominating and Corporate Governance Committee.(6)
    
    Chairman of the Compensation Committee. Mr. Bernays was appointed as Chairman of the
Compensation Committee in place of Mr. Shah with effect from July 2007.(7)
    
    Appointed as a director in June 2007. Sir Anthony was appointed as a member of the Audit
Committee, Compensation Committee and Nominating and Corporate Governance Committee with
effect from July 2007.(8)
    
    Appointed as Group Chief Financial Officer in place of Mr. Zubin Dubash with effect from
February 18, 2008.(9)
    
    Formerly the Chief Executive Officer  Travel Services. Promoted to Group Chief Operating
Officer with effect from September 10, 2007.(10)
    
    On October 1, 2007, Mr. J.J. Selvadurai assumed the position of Managing Director of WNS UK
in place of Mr. Alan Stephen Dunning. At the same time, the position of Managing Director of
WNS UK became an executive level position and was renamed as Managing Director of European
Operations. Mr. Dunning has since undertaken a senior advisory role to help us further
expand our UK and European businesses.  72




---



##### Table of Contents



Directors
 Ramesh N. Shah
 Neeraj Bhargava
 Jeremy Young
 Eric B. Herr
 Deepak S. Parekh
 Richard O. Bernays
 73




---



##### Table of Contents



Sir Anthony Armitage Greener
 Executive Officers
 Ramesh N. Shah
 Neeraj Bhargava
 Alok Misra
 Anup Gupta
 J.J. Selvadurai
 74




---



##### Table of Contents



B. Compensation
 Our Compensation Philosophy and Practice
  General Philosophy
    Determination of Compensation
  75




---



##### Table of Contents



Target Overall Compensation
   Allocation Among Compensation Components
   Base Salary
 Cash Bonus
 76




---



##### Table of Contents




    
    group profit after taxes, plus share-based compensation expenses plus amortization of
intangible assets;
    
    operating margins;
    
    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 Assistant
Vice President and above and the successful completion of our initial public offering;
    
    Group Chief Financial Officer  achievement of profit after tax targets, acquisition
targets and statutory compliance; and
    
    Managing Director of European Operations  achievement of specified revenue targets in the
UK and Europe.
  Equity Awards
    77




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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
  78




---



##### Table of Contents



Change in Control Arrangements
  Compensation of Directors and Executive Officers
   As of March 31, 2008Name
    
    Salary
    
    Bonus
    
    Other BenefitsRamesh N. Shah
    
    $
    400,000
    
    
    $
    185,000
    
    
    $
    51,608Neeraj Bhargava
    
    
    480,000
    
    
    
    325,000
    
    
    
    68,431Alok Misra(1)
    
    
    41,691
    
    
    
    
    
    
    
    2,172Anup Gupta(2)
    
    
    393,747
    
    
    
    148,920
    
    
    
    20,438J.J. Selvadurai(3)
    
    
    180,265
    
    
    
    70,968
    
    
    
    76,234
 
 Notes:(1)
    
    Appointed as Group Chief Financial Officer in place of Mr. Zubin Dubash with effect from February 18, 2008.(2)
    
    Promoted to Group Chief Operating Officer with effect from September 10, 2007.(3)
    
    Promoted to Managing Director of European Operations with effect from October 1, 2007.    79




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1
 Employment Agreements of Certain Directors
     80




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##### Table of Contents



Options and Restricted Share Units Granted
  Number ofOrdinary Shares UnderlyingName
    
    Options Granted
    
    RSUs Granted
    
    Exercise Price Per Share(1)
    
    Expiration DateDirectorsRamesh N. Shah
    
    
    21,875
    
    
    
    32,813
    
    
    $
    27.75
    
    
    April 5, 2017Neeraj Bhargava
    
    
    26,250
    
    
    
    39,350
    
    
    $
    27.75
    
    
    April 5, 2017Jeremy Young
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Eric B. Herr
    
    
    2,000
    
    
    
    2,500
    
    
    $
    22.98
    
    
    August 7, 2017Deepak S. Parekh
    
    
    2,000
    
    
    
    2,500
    
    
    $
    22.98
    
    
    August 7, 2017Richard O. Bernays
    
    
    2,000
    
    
    
    2,500
    
    
    $
    22.98
    
    
    August 7, 2017Anthony Armitage Greener(2)
    
    
    2,000
    
    
    
    2,500
    
    
    $
    22.98
    
    
    August 7, 201714,000
    
    
    
    
    
    
    $
    28.48
    
    
    June 15, 2017Executive OfficersAlok Misra(3)
    
    
    13,260
    
    
    
    16,620
    
    
    $
    15.32
    
    
    February 17, 2018Anup Gupta(4)
    
    
    8,203
    
    
    
    12,305
    
    
    $
    27.75
    
    
    April 5, 20178,000
    
    
    
    12,000
    
    
    $
    15.68
    
    
    December 20, 2017J.J. Selvadurai(5)
    
    
    8,227
    
    
    
    12,340
    
    
    $
    27.75
    
    
    April 5, 2017
 
 Notes:(1)
    
    Applicable in respect of options granted. There is no exercise price for RSUs.(2)
    
    Appointed as a director in June 2007. The information in this table excludes options to
purchase 14,000 shares granted to Sir Anthony Armitage Greener in June 2007.(3)
    
    Appointed as Group Chief Financial Officer in place of Mr. Zubin Dubash with effect from February 18, 2008.(4)
    
    Promoted to Group Chief Operating Officer with effect from September 10, 2007.(5)
    
    Promoted to Managing Director of European Operations with effect from October 1, 2007. Employee Benefit Plans
  Provident Fund
  US Savings Plan
  UK Pension Scheme
  81




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##### Table of Contents



Gratuity
  Compensated Absence
  2002 Stock Incentive Plan
  Administration.
 Eligibility.
 Stock Options.
 Corporate Transactions.
 Amendment.
 82




---



##### Table of Contents



Transferability of Stock Options.
 Number of Shares Authorized; Outstanding Options.
 2006 Incentive Award Plan
  Shares Available for Awards.
 Administration.
 Eligibility.
 Awards
 
    
    Options.The plan administrator may grant options on shares. The per share option exercise
price of all options granted pursuant to the 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
 83




---



##### Table of Contents



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 term of options granted under the 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 2006 Incentive Award Plan, our independent directors each received options to purchase
14,000 shares initially and an option to purchase 7,000 shares upon reelection to our board of
directors at each annual meeting of shareholders thereafter. On August 7, 2007, our board of
directors adopted an amendment to the 2006 Incentive Award Plan to eliminate the provision for
fixed grants of options to our directors. The number of awards to be granted to our independent
directors will instead be determined by our board of directors or our compensation committee.
Pursuant to this, our board of directors and our compensation committee determined that each
independent director will be granted 2,000 options and 2,500 RSUs for fiscal 2008. The options
granted to independent directors will be non-qualified options with a per share exercise price
equal to 100% of the fair market value of a share on the date that the option is granted.
Options granted to independent directors will become exercisable in cumulative annual
installments of 331/3% on each of the first, second and third anniversaries of the
date of grant.
    
    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.
 84




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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.
 85




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##### Table of Contents



Fringe Benefit Tax
  C. Board Practices
 Composition of the Board of Directors
   
    
    Class I, whose term will expire at the annual general meeting to be held in July 2010;
    
    Class II, whose term will expire at the annual general
meeting to be held in September 2008;
and
    
    Class III, whose term will expire at the annual general meeting to be held in 2009.
  
    
    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.
   86




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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
   87




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##### Table of Contents



Nominating and Corporate Governance Committee
  
    
    to assist the board of directors by identifying individuals qualified to become board
members and members of board committees, to recommend to the board of directors nominees for
the next annual meeting of shareholders, and to recommend to the board of directors nominees
for each committee of the board of directors;
    
    to monitor our corporate governance structure; and
    
    to periodically review and recommend to the board of directors any proposed changes to the
corporate governance guidelines applicable to us.
  D. Employees
  E. Share Ownership
  Number of Ordinary SharesBeneficially OwnedName
    
    Number
    
    PercentDirectorsRamesh N. Shah(1)
    
    
    392,395
    
    
    
    0.924
    %Neeraj Bhargava(2)
    
    
    267,118
    
    
    
    0.629
    %Jeremy Young(3)
    
    
    21,366,644
    
    
    
    50.322
    %Eric B. Herr
    
    
    4,667
    
    
    
    0.011
    %Deepak S. Parekh
    
    
    4,667
    
    
    
    0.011
    %Richard O. Bernays
    
    
    4,667
    
    
    
    0.011
    %Anthony Armitage Greener
    
    
    
    
    
    
    Executive OfficersAlok Misra
    
    
    
    
    
    
    Anup Gupta
    
    
    124,970
    
    
    
    0.294
    %J.J. Selvadurai(4)
    
    
    267,688
    
    
    
    0.630
    %All our
directors and executive officers as a group (ten persons)(5)
    
    
    22,432,816
    
    
    
    52.873
    %
 
 Notes:(1)
    
    Of the 392,395 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 267,118 shares beneficially owned by Neeraj Bhargava, 87,300 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 267,688 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. 88




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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
    
    
    166,666
    
    
    £
    3.50
    
    
    
    83,334
    
    
    £
    3.50
    
    
    
    
    
    
    
    151,11838,333
    
    
    $
    20.00
    
    
    
    76,667
    
    
    $
    20.00
    
    
    
    
    
    
    
    7,292
    
    
    $
    27.75
    
    
    
    14,583
    
    
    $
    27.75
    
    
    
    
    
    
    
    Neeraj Bhargava
    
    
    1
    
    
    £
    0.9971
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    180,32450,000
    
    
    £
    3.50
    
    
    
    50,000
    
    
    £
    3.50
    
    
    
    
    
    
    
    45,000
    
    
    $
    20.00
    
    
    
    90,000
    
    
    $
    20.00
    
    
    
    
    
    
    
    8,750
    
    
    $
    27.75
    
    
    
    17,500
    
    
    $
    27.75
    
    
    
    
    
    
    
    Jeremy Young
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Eric B. Herr
    
    
    4,667
    
    
    $
    20.00
    
    
    
    9,333
    
    
    $
    20.00
    
    
    
    
    
    
    
    2,500
    
    
    
    
    
    
    
    2,000
    
    
    $
    22.98
    
    
    
    
    
    
    
    Deepak S. Parekh
    
    
    4,667
    
    
    $
    20.00
    
    
    
    9,333
    
    
    $
    20.00
    
    
    
    
    
    
    
    2,500
    
    
    
    
    
    
    
    2,000
    
    
    $
    22.98
    
    
    
    
    
    
    
    Richard O. Bernays
    
    
    4,667
    
    
    $
    28.87
    
    
    
    9,333
    
    
    $
    28.87
    
    
    
    
    
    
    
    2,500
    
    
    
    
    
    
    
    2,000
    
    
    $
    22.98
    
    
    
    
    
    
    
    Anthony Armitage Greener(1)
    
    
    4,667
    
    
    $
    28.48
    
    
    
    9,333
    
    
    $
    28.48
    
    
    
    
    
    
    
    2,500
    
    
    
    
    
    
    
    2,000
    
    
    $
    22.98
    
    
    
    
    
    
    
    Executive OfficersAlok Misra(2)
    
    
    
    
    
    
    
    
    
    
    13,260
    
    
    $
    15.32
    
    
    
    
    
    
    
    41,279Anup Gupta(3)
    
    
    3,334
    
    
    £
    3.0000
    
    
    
    
    
    
    
    
    
    
    
    4,935
    
    
    
    83,40323,334
    
    
    £
    3.5000
    
    
    
    23,333
    
    
    £
    3.50
    
    
    
    
    
    
    
    6,667
    
    
    £
    7.0000
    
    
    
    6,667
    
    
    £
    7.00
    
    
    
    
    
    
    
    6,667
    
    
    $
    20.00
    
    
    
    13,333
    
    
    $
    20.00
    
    
    
    
    
    
    
    1,667
    
    
    $
    30.31
    
    
    
    3,333
    
    
    $
    30.31
    
    
    
    
    
    
    
    2,734
    
    
    $
    27.75
    
    
    
    5,469
    
    
    $
    27.75
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,000
    
    
    $
    15.68
    
    
    
    
    
    
    
    J.J. Selvadurai(4)
    
    
    6,667
    
    
    $
    20.00
    
    
    
    13,333
    
    
    $
    20.00
    
    
    
    4,946
    
    
    
    58,6391,667
    
    
    $
    30.21
    
    
    
    3,333
    
    
    $
    30.21
    
    
    
    
    
    
    
    2,742
    
    
    $
    27.75
    
    
    
    5,485
    
    
    $
    27.75
    
    
    
    
    
    
    
    
 
 Notes:(1)
    
    Appointed as a director in June 2007. The information in this table excludes the options to
purchase 14,000 shares granted to Sir Anthony in June 2007.(2)
    
    Appointed as Group Chief Financial Officer with effect from February 18, 2008.(3)
    
    Promoted to Group Chief Operating Officer with effect from September 10, 2007.(4)
    
    Promoted to Managing Director of European Operations with effect from October 1, 2007. 
 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
 A. Major Shareholders
   89




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##### Table of Contents



Name of Beneficial Owner
    
    Number of Shares Beneficially Owned
    
    Percentage Beneficially OwnedWarburg Pincus(1)
    
    
    21,366,644
    
    
    
    50.32
    %FMR LLC(2)
    
    
    6,285,400
    
    
    
    14.80
    %Tiger Global Management, L.L.C.(3)
    
    
    2,246,266
    
    
    
    5.29
    %Nalanda India Fund Limited(4)
    
    
    2,210,253
    
    
    
    5.21
    %
 
 Notes:(1)
    
    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.(2)
    
    Formerly FMR Corp. Information is based on a report on Amendment No. 1 to Schedule 13G
jointly filed with the Commission on February 14, 2008 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.(3)
    
    Information is based on a report on Schedule 13G jointly filed with the Commission on
September 26, 2006 by Charles P. Coleman, III and Tiger Global Management, L.L.C, or Tiger.
Tiger serves as the management company of two domestic private investment partnerships and the
investment manager of an offshore investment vehicle. Mr. Coleman is the Managing Member of
Tiger.(4)
    
    Information is based on a report on Schedule 13G filed with the Commission on March 20, 2008
by Nalanda India Fund Limited.   Related Party Transactions
   90




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##### Table of Contents



.
 C. Interests of Experts and Counsel
  91




---



##### Table of Contents



ITEM 8. FINANCIAL INFORMATION
 A. Consolidated Statements and Other Financial Information
  Legal Proceedings
    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.
  92




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##### Table of Contents



B. Significant Changes
  
 ITEM 9. THE OFFER AND LISTING
 A. Offer and Listing Details
   Price per ADS on NYSEHigh
    
    LowFiscal Year:2007(1)
    
    $
    35.83
    
    
    $
    20.792008
    
    $
    29.85
    
    
    $
    12.81Financial Quarter:2007Second quarter(1)
    
    $
    29.85
    
    
    $
    20.79Third quarter
    
    $
    34.63
    
    
    $
    27.70Fourth quarter
    
    $
    35.83
    
    
    $
    28.002008First quarter
    
    $
    29.85
    
    
    $
    24.61Second quarter
    
    $
    28.65
    
    
    $
    16.15Third quarter
    
    $
    25.00
    
    
    $
    15.31Fourth quarter
    
    $
    17.99
    
    
    $
    12.812009First quarter
    
    $
    20.00
    
    
    $
    15.60Month:January 2008
    
    $
    17.48
    
    
    $
    12.81February 2008
    
    $
    17.99
    
    
    $
    13.95March 2008
    
    $
    16.42
    
    
    $
    14.20April 2008
    
    $
    20.00
    
    
    $
    15.60May 2008
    
    $
    19.74
    
    
    $
    16.83June 2008
    
    $
    18.99
    
    
    $
    16.70
 
 Note:(1)
    
    From July 2006 following the completion of our initial public offering on the NYSE. B. Plan of Distribution
  C. Markets
  93




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##### Table of Contents



D. Selling Shareholders
  E. Dilution
  F. Expenses of the Issue
  
 ITEM 10. ADDITIONAL INFORMATION
 A. Share Capital
  B. Memorandum and Articles of Association
 General
     94




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##### Table of Contents



Share Capital
  Capacity
 ultra vires
 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;
    
    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
   95




---



##### Table of Contents




    
    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.
  Voting Rights
    Shareholder Resolutions
    96




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##### Table of Contents



Dividends
       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.
 97




---



##### Table of Contents



Share Register
  Variation of Rights
 mutatis mutandis,
 pari passu
 Capital Calls
 provided that
  Borrowing Powers
  Issue of Shares and Preemptive Rights
  98




---



##### Table of Contents



Directors Powers
  Meetings of the Board of Directors
 provided that provided further that
   Remuneration of Directors
    99




---



##### Table of Contents



Directors Interests in Contracts
  Restrictions on Directors Voting
  Number of Directors
  Directors Appointment, Resignation, Disqualification and Removal
   100




---



##### Table of Contents



Capitalization of Profits and Reserves
   Unclaimed Dividends
  Indemnity, Limitation of Liability and Officers Liability Insurance
      101




---



##### Table of Contents



Distribution of Assets on a Winding-up
   Other Jersey Law Considerations
 Purchase of Own Shares
    Mandatory Purchases and Acquisitions
   102




---



##### Table of Contents



Compromises and Arrangements
   No Pre-Emptive Rights
  No Mandatory Offer Requirements
  Non-Jersey Shareholders
  Rights of Minority Shareholders
   Jersey Law and our Memorandum and Articles of Association
  103




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##### Table of Contents




    
    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;
    
    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 Jersey Law and Delaware Law
  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
authorized, approved
or ratified by the
board of directors, a
committee or the
    
    A director of a
Jersey company who
has an interest in a
transaction entered
into or proposed to
be entered into by
the company or by a
subsidiary which
conflicts or may
conflict with the
interests of the
company and of which
the director is
aware, must disclose
the interest to the
company. Failure to
disclose an interest
entitles the company
or a member to apply
to the court for an
order setting aside
the transaction
concerned and
directing that the
director account to
the company for any
profit. A transaction
is not voidable and a
director is not
accountable
notwithstanding a
failure to disclose
if the transaction is
confirmed by special
resolution and the
nature and extent of
the directors
interest in the
transaction are
disclosed in
 104




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Corporate Law Issue
    
    Delaware Law
    
    Jersey Lawshareholders.
    
    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.
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Corporate Law Issue
    
    Delaware Law
    
    Jersey LawLimitations on Directors Liability
    
    A Delaware
corporation may
include in its
certificate of
incorporation
provisions limiting
the personal
liability of its
directors to the
corporation or its
shareholders for
monetary damages for
many types of breach
of fiduciary duty.
However, these
provisions may not
limit liability for
any breach of the
duty of loyalty, acts
or omissions not in
good faith or that
involve intentional
misconduct or a
knowing violation of
law, the
authorization of
unlawful dividends,
shares repurchases or
shares barring
redemptions, or any
transaction from
which a director
derived an improper
personal benefit.
Moreover, these
provisions would not
be likely to bar
claims arising under
US federal securities
laws.
    
    The 1991 Law does not
contain any
provisions permitting
Jersey companies to
limit the liability
of directors for
breach of fiduciary
duty. Any provision,
whether contained in
the articles of
association of, or in
a contract with, a
Jersey company or
otherwise, whereby
the company or any of
its subsidiaries or
any other person, for
some benefit
conferred or
detriment suffered
directly or
indirectly by the
company, agrees to
exempt any person
from, or indemnify
any person against,
any liability which
by law would
otherwise attach to
the person by reason
of the fact that the
person is or was an
officer of the
company is void
(subject to what is
said below).Indemnification of
Directors and Officers
    
    A Delaware
corporation may
indemnify a director
or officer of the
corporation against
expenses (including
attorneys fees),
judgments, fines and
amounts paid in
settlement actually
and reasonably
incurred in defense
of an action, suit or
proceeding by reason
of his or her
position if (i) the
director or officer
acted in good faith
and in a manner he or
she reasonably
believed to be in or
not opposed to the
best interests of the
corporation and (ii)
with respect to any
criminal action or
proceeding, the
director or officer
had no reasonable
cause to believe his
or her conduct was
unlawful.
    
    The prohibition
referred to above
does not apply to a
provision for
exempting a person
from or indemnifying
the person against
(a) any liabilities
incurred in defending
any proceedings
(whether civil or
criminal) (i) in
which judgment is
given in the persons
favor or the person
is acquitted, (ii)
which are
discontinued
otherwise than for
some benefit
conferred by the
person or on the
persons behalf or
some detriment
suffered by the
person, or (iii)
which are settled on
terms which include
such benefit or
detriment and, in the
opinion of a majority
of the directors of
the company
(excluding any
director who
conferred such
benefit or on whose
behalf such benefit
was conferred or who
suffered such
detriment), the
person was
substantially
successful on the
merits in the
persons resistance
to the proceedings,
(b) any liability
incurred otherwise
than to the company
if the person acted
in good faith with a
view to the best
interests of the
company, (c) any
liability incurred in
connection with an
application made to
the court for relief
from liability for
negligence, default,
breach of duty or
breach of trust under
Article 212 of the
1991 Law in which
relief is granted to
the person by the
court or (d) any
liability against
which the company
normally maintains
insurance for persons
other than directors.
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Corporate Law Issue
    
    Delaware Law
    
    Jersey LawAppraisal Rights
    
    A shareholder of a
Delaware corporation
participating in
certain major
corporate
transactions may,
under certain
circumstances, be
entitled to appraisal
rights pursuant to
which the shareholder
may receive cash in
the amount of the
fair value of the
shares held by that
shareholder (as
determined by a
court) in lieu of the
consideration the
shareholder would
otherwise receive in
the transaction.
    
    The 1991 Law does not
confer upon
shareholders any
appraisal rights.Shareholder Suits
    
    Class actions and
derivative actions
generally are
available to the
shareholders of a
Delaware corporation
for, among other
things, breach of
fiduciary duty,
corporate waste and
actions not taken in
accordance with
applicable law. In
such actions, the
court has discretion
to permit the winning
party to recover
attorneys fees
incurred in
connection with such
action.
    
    Under Article 141 of
the 1991 Law, a
shareholder may apply
to court for relief
on the ground that a
companys affairs are
being conducted or
have been conducted
in a manner which is
unfairly prejudicial
to the interests of
its shareholders
generally or of some
part of its
shareholders
(including at least
the shareholder
making the
application) or that
an actual or proposed
act or omission by
the company
(including an act or
omission on its
behalf) is or would
be so prejudicial.
There may also be
common law personal
actions available to
shareholders. Under
Article 143 of the
1991 Law (which sets
out the types of
relief a court may
grant in relation to
an action brought
under Article 141 of
the 1991 Law), the
court may make an
order regulating the
affairs of a company,
requiring a company
to refrain from doing
or continuing to do
an act complained of,
authorizing civil
proceedings and
providing for the
purchase of shares by
a company or by any
of its other
shareholders.Inspection of Books
and Records
    
    All shareholders of a
Delaware corporation
have the right, upon
written demand under
oath stating the
purpose thereof, to
inspect or obtain
copies of the
corporations shares
ledger and its other
books and records for
any proper purpose.
    
    The register of
shareholders and
books containing the
minutes of general
meetings or of
meetings of any class
of shareholders of a
Jersey company must
during business hours
be open to the
inspection of a
shareholder of the
company without
charge. The register
of directors and
secretaries must
during business hours
(subject to such
reasonable
restrictions as the
company may by its
articles or in
general meeting
impose, but so that
not less than two
hours in each
business day be
allowed for
inspection) be open
to the inspection of
a shareholder or
director of the
company without
charge.
 107




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Corporate Law Issue
    
    Delaware Law
    
    Jersey LawAmendments to Charter
    
    Amendments to the
certificate of
incorporation of a
Delaware corporation
require the
affirmative vote of
the holders of a
majority of the
outstanding shares
entitled to vote
thereon or such
greater vote as is
provided for in the
certificate of
incorporation; a
provision in the
certificate of
incorporation
requiring the vote of
a greater number or
proportion of the
directors or of the
holders of any class
of shares than is
required by Delaware
corporate law may not
be amended, altered
or repealed except by
such greater vote.
    
    The memorandum and
articles of
association of a
Jersey company may
only be amended by
special resolution
(being a two-third
majority) passed by
shareholders in
general meeting or by
written resolution
signed by all the
shareholders entitled
to vote.
 Governance Standards for Listed Companies
   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 Private Limited between Aviva International Holdings Limited and
WNS Capital Investment Limited.
  108




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Master Services Agreement, dated July 11, 2008, between Aviva Global Services (Management Services)
Private Limited and WNS Capital Investment Limited.
  Facility
Agreement, dated July 11, 2008, by and among WNS (Mauritius) Limited as
borrower, WNS (Holdings) Limited, WNS Capital Investment Limited, WNS UK and WNS North America Inc.
as guarantors, ICICI Bank UK Plc as lender, arranger and agent, ICICI Bank Canada as lender and
arranger and Morgan Walker Solicitors LLP as security trustee.
    109




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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.
  Lease Deed dated January 25, 2006 between DLF Cyber City and WNS Global Services (Private) Limited.
  Lease Deed dated March 10, 2005 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.
  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.
  110




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Leave and License Agreement dated December 29, 2006 between Sofotel Software Services Private
Limited and WNS Global Services (Private) Ltd.
  D. Exchange Controls
  Exchange Rates
   Fiscal Year:
    

    Period End(1)
    
    Average(2)
    
    High
    
    Low2004
    
    
    Rs.     43.40
    
    
    Rs.     45.78
    
    
    Rs.     47.46
    
    
    Rs.     43.402005
    
    
    
    43.62
    
    
    
    44.87
    
    
    
    46.45
    
    
    
    43.272006
    
    
    
    44.48
    
    
    
    44.21
    
    
    
    46.26
    
    
    
    43.052007
    
    
    
    43.10
    
    
    
    45.06
    
    
    
    46.83
    
    
    
    42.782008
    
    
    
    40.02
    
    
    
    40.13
    
    
    
    43.05
    
    
    
    38.48
 Month:
    
    High
    
    LowFebruary 2008
    
    
    Rs.     40.11
    
    
    
    Rs.     39.12March 2008
    
    
    40.46
    
    
    
    39.76April 2008
    
    
    40.45
    
    
    
    39.73May 2008
    
    
    42.93
    
    
    
    40.45June 2008
    
    
    42.97
    
    
    
    42.38July 2008
    
    
    43.29
    
    
    
    41.10
 
 Notes:(1)
    
    The noon buying 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 noon buying rate on the last day of each month during the
period. 111




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Fiscal Year:
    
    Period End(1)
    
    Average(2)
    
    High
    
    Low2004
    
    £
    0.54
    
    
    £
    0.59
    
    
    £
    0.65
    
    
    £
    0.532005
    
    
    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
    
    
    
    0.47
 Month:
    
    High
    
    LowFebruary 2008
    
    
    £     0.52
    
    
    
    £     0.50March 2008
    
    
    0.50
    
    
    
    0.49April 2008
    
    
    0.51
    
    
    
    0.50May 2008
    
    
    0.51
    
    
    
    0.50June 2008
    
    
    0.51
    
    
    
    0.50July 2008
    
    
    0.51
    
    
    
    0.50
 
 Notes:(1)
    
    The noon buying 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 noon buying rate on the last day of each month during the
period. E. Taxation
 Jersey Tax Consequences
 General
   112




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Taxation of Dividends
   113




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Taxation of Capital Gains and Estate and Gift Tax
  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.
  114




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US HOLDERS OF OUR ADSs OR ORDINARY SHARES ARE URGED TO CONSULT THEIR TAX ADVISORS ABOUT THE
APPLICATION OF THE US FEDERAL TAX RULES TO THEIR PARTICULAR CIRCUMSTANCES AS WELL AS THE STATE AND
LOCAL AND NON-US TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR ADSs OR
ORDINARY SHARES.
  
    
    a citizen or resident of the US;
    
    a corporation (or other entity taxable as a corporation) organized under the laws of the
United States, any State thereof or the District of Columbia;
    
    an estate whose income is subject to US federal income taxation regardless of its source;
or
    
    a trust that (1) is subject to the primary supervision of a court within the United States
and the control of one or more US persons for all substantial decisions of the trust or (2)
has a valid election in effect under applicable US Treasury regulations to be treated as a US
person.
   Distributions
    115




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Sale or Other Disposition of ADSs or Ordinary Shares
   Passive Foreign Investment Company
  
    
    at least 75% of its gross income is passive income, or
    
    at least 50% of its assets (determined on the basis of a quarterly average) is attributable
to assets that produce or are held for the production of passive income.
     
    
    the excess distribution or gain will be allocated ratably over your holding period for the
ADSs or ordinary shares,
 116




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##### Table of Contents




    
    the amount allocated to the current taxable year, and any taxable year prior to the first
taxable year in which we became a PFIC, will be treated as ordinary income, and
    
    the amount allocated to each other year will be subject to tax at the highest tax rate in
effect for that year and the interest charge normally applicable to underpayments of tax will
be imposed on the resulting tax attributable to each such year.
     de minimis
   117




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US Information Reporting and Backup Withholding
   F. Dividends and Paying Agents
  G. Statement by Experts
  H. Documents on Display
  www.sec.gov
 I. Subsidiary Information
  
 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 A. General
   118




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B. Risk Management Procedures
  Components of Market Risk
 Exchange Rate Risk
    Interest Rate Risk
  Credit Risk
  119




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ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
  
 PART II
 
 ITEM 13. DEFAULTS, DIVIDENDS ARREARAGES AND DELINQUENCIES
  
 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
     
 ITEM 15. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
   120




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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.
    121




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON INTERNAL CONTROL OVER FINANCIAL REPORTING
          
 122




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Changes in Internal Control over Financial Reporting
  
 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
  
 ITEM 16B. CODE OF ETHICS
 www.wnsgs.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
  Fiscal2008
    
    2007Audit fees
    
    $
    770,000
    
    
    $
    400,000Audit-related fees
    
    
    39,000
    
    
    
    250,000Tax fees
    
    
    126,418
    
    
    
    327,414All other fees
    
    
    188,295
    
    
    
    224,900
 Audit fees.
 Audit-related fees.
 123




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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
  
 PART III
 
 ITEM 17. FINANCIAL STATEMENTS
  
 ITEM 18. FINANCIAL STATEMENTS
  
    
    Report of Independent Registered Public Accounting Firm
    
    Consolidated Balance Sheets as of March 31, 2008 and 2007
    
    Consolidated Statements of Income for the years ended March 31, 2008, 2007 and 2006
    
    Consolidated Statements of Shareholders Equity for the years ended March 31, 2008, 2007
and 2006
    
    Consolidated Statements of Cash Flows for the years ended March 31, 2008, 2007 and 2006
    
    Notes to Consolidated Financial Statements
 124




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##### Table of Contents



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) Ltd  incorporated by reference to Exhibit 4.2 of the
Annual Report on Form 20-F for fiscal 2007 (File No. 001-32945) of WNS
(Holdings) Limited, as filed with the Commission on June 26, 2007.4.3
    
    Lease Deed dated March 10, 2005 between M/s DLF Cyber City and WNS Global
Services (Private) Ltd.  incorporated by reference to Exhibit 10.2 of
the Registration Statement on Form F-1 (File No. 333-135590) of WNS
(Holdings) Limited, as filed with the Commission on July 3, 2006.4.4
    
    Leave and License Agreement dated November 10, 2005 between Godrej &
Boyce Manufacturing Company Ltd. and WNS Global Services (Private) Ltd.
with respect to the lease of office premises with an aggregate area of
59,202 square feet at Plant 10  incorporated by reference to Exhibit
10.5 of the Registration Statement on Form F-1 (File No. 333-135590) of
WNS (Holdings) Limited, as filed with the Commission on July 3, 2006.4.5
    
    Leave and License Agreement dated November 10, 2005 between Godrej &
Boyce Manufacturing Company Ltd. and WNS Global Services (Private) Ltd.
with respect to the lease of office premises with an area of 4,867 square
feet at Plant 10  incorporated by reference to Exhibit 4.5 of the
Annual Report on Form 20-F for fiscal 2007 (File No. 001-32945) of WNS
(Holdings) Limited, as filed with the Commission on June 26, 2007.4.6
    
    Leave and License Agreement dated November 10, 2005 between Godrej &
Boyce Manufacturing Company Ltd. and WNS Global Services (Private) Ltd.
with respect to the lease of office premises with an aggregate area of
20,360 square feet at Plant 10  incorporated by reference to Exhibit
4.6 of the Annual Report on Form 20-F for fiscal 2007 (File No.
001-32945) of WNS (Holdings) Limited, as filed with the Commission on
June 26, 2007.
 125




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##### Table of Contents



4.7
    
    Leave and License Agreement dated May 31, 2006 between Godrej & Boyce
Manufacturing Company Ltd. and WNS Global Services (Private) Ltd. with
respect to Plant 11  incorporated by reference to Exhibit 10.12 of the
Registration Statement on Form F-1 (File No. 333-135590) of WNS
(Holdings) Limited, as filed with the Commission on July 3, 2006.4.8
    
    Leave and License Agreement dated December 29, 2006 between Sofotel
Software Services Private Limited and WNS Global Services (Private)
Limited with respect to the lease of office premises with an aggregate
area of 36,500 square feet in the Commercial Office Building 
incorporated by reference to Exhibit 4.8 of the Annual Report on Form
20-F for fiscal 2007 (File No. 001-32945) of WNS (Holdings) Limited, as
filed with the Commission on June 26, 2007.4.9
    
    Leave and License Agreement dated December 29, 2006 between Sofotel
Software Services Private Limited and WNS Global Services (Private) Ltd
with respect to the lease of office premises with an aggregate area of
35,930 square feet in the Commercial Office Building  incorporated by
reference to Exhibit 4.9 of the Annual Report on Form 20-F for fiscal
2007 (File No. 001-32945) of WNS (Holdings) Limited, as filed with the
Commission on June 26, 2007.4.10
    
    Leave and License Agreement dated December 29, 2006 between Sofotel
Software Services Private Limited and WNS Global Services (Private) Ltd
with respect to the lease of office premises with an aggregate area of
35,870 square feet in the Commercial Office Building  incorporated by
reference to Exhibit 4.10 of the Annual Report on Form 20-F for fiscal
2007 (File No. 001-32945) of WNS (Holdings) Limited, as filed with the
Commission on June 26, 2007.4.11
    
    Leave and License Agreement dated December 29, 2006 between Sofotel
Software Services Private Limited and WNS Global Services (Private) Ltd
with respect to the lease of office premises with an aggregate area of
34,500 square feet in the Commercial Office Building  incorporated by
reference to Exhibit 4.11 of the Annual Report on Form 20-F for fiscal
2007 (File No. 001-32945) of WNS (Holdings) Limited, as filed with the
Commission on June 26, 2007.4.12
    
    WNS (Holdings) Limited 2002 Stock Incentive Plan  incorporated by
reference to Exhibit 10.10 of the Registration Statement on Form F-1
(File No. 333-135590) of WNS (Holdings) Limited, as filed with the
Commission on July 3, 2006.4.13
    
    Form of WNS (Holdings) Limited 2006 Incentive Award Plan  incorporated
by reference to Exhibit 10.11 of the Registration Statement on Form F-1
(File No. 333-135590) of WNS (Holdings) Limited, as filed with the
Commission on July 3, 2006.4.14
    
    Amendment to the WNS (Holdings) Limited 2006 Incentive Award 
incorporated by reference to Exhibit 99.1 of the Current Report on Form
6-K (File No. 001-32945) of WNS (Holdings) Limited, as filed with the
Commission on August 7, 2007.4.15
    
    Share Sale and Purchase Agreement, dated July 11, 2008, relating to the
sale and purchase of shares in Aviva Global Services Singapore Private
Limited between Aviva International Holdings Limited and WNS Capital
Investment Limited. **#4.16
    
    Master Services Agreement, dated July 11, 2008, between Aviva Global
Services (Management Services) Private Limited and WNS Capital Investment
Limited. **#4.17
    
    Facility Agreement, dated July 11, 2008, by and among WNS
(Mauritius) Limited as borrower, WNS (Holdings) Limited, WNS Capital
Investment Limited, WNS UK and WNS North America Inc. as guarantors,
ICICI Bank UK Plc as lender, arranger and agent, ICICI Bank Canada as
lender and arranger and Morgan Walker Solicitors LLP as security trustee.
**#8.1
    
    List of subsidiaries of WNS (Holdings) Limited. **
 126




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##### Table of Contents



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 request for confidential
treatment filed with the Securities and Exchange Commission. The omitted portions have been
separately filed with the Commission. 127




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##### Table of Contents



SIGNATURES
   WNS (HOLDINGS) LIMITEDBy:
    /s/ Neeraj BhargavaName:
    Neeraj BhargavaTitle:
    Group Chief Executive Officer 128




---



##### 



INDEX TO WNS (HOLDINGS) LIMITEDS CONSOLIDATED FINANCIAL STATEMENTS
  
 Reports of Independent Registered Public Accounting Firm
    
    
    F-2Consolidated Balance Sheets as of March 31, 2008 and 2007
    
    
    F-3Consolidated Statements of Income for the years ended March 31, 2008, 2007 and 2006
    
    
    F-4Consolidated Statements of Shareholders Equity for the years ended March 31, 2008, 2007 and 2006
    
    
    F-5Consolidated Statements of Cash Flows for the years ended March 31, 2008, 2007 and 2006
    
    
    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, Share-Based Payment Employers Accounting for Defined Benefit Pension and Other Postretirement Plans
  ERNST & YOUNG
   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 31,2008
    
    
    2007ASSETSCurrent assets:Cash and cash equivalents
    
    $
    102,698
    
    
    $
    112,340Bank deposits and marketable securities
    
    
    8,074
    
    
    
    12,000Accounts receivable, net of allowable of $1,784 and $364, respectively
    
    
    47,302
    
    
    
    40,340Accounts receivable  related parties
    
    
    586
    
    
    
    252Funds held for clients
    
    
    6,473
    
    
    
    6,589Employee receivables
    
    
    1,179
    
    
    
    1,289Prepaid expenses
    
    
    3,776
    
    
    
    2,162Prepaid income taxes
    
    
    2,776
    
    
    
    3,225Deferred tax assets
    
    
    618
    
    
    
    701Other current assets
    
    
    8,596
    
    
    
    4,524Total current assets
    
    
    182,078
    
    
    
    183,422Goodwill
    
    
    87,470
    
    
    
    37,356Intangible assets, net
    
    
    9,393
    
    
    
    7,091Property, plant and equipment, net
    
    
    50,840
    
    
    
    41,830Deferred contract costs  non current
    
    
    1,278
    
    
    
    Deposits
    
    
    7,391
    
    
    
    3,081Deferred tax assets
    
    
    8,055
    
    
    
    3,101TOTAL ASSETS
    
    $
    346,505
    
    
    $
    275,881LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Account payable
    
    $
    15,562
    
    
    $
    18,505Accounts payable  related parties
    
    
    6
    
    
    
    246Accrued employee costs
    
    
    26,848
    
    
    
    18,492Deferred revenue  current
    
    
    7,790
    
    
    
    9,827Income taxes payable
    
    
    1,879
    
    
    
    88Obligation under capital leases  current
    
    
    
    
    
    
    13Deferred tax liabilities
    
    
    211
    
    
    
    Accrual for earn out payment
    
    
    33,699
    
    
    
    Other current liabilities
    
    
    25,806
    
    
    
    16,239Total current liabilities
    
    
    111,801
    
    
    
    63,410Deferred revenue  non current
    
    
    1,549
    
    
    
    5,051Deferred rent
    
    
    2,627
    
    
    
    1,098Accrued pension liability
    
    
    1,544
    
    
    
    771Deferred tax liabilities  non current
    
    
    1,834
    
    
    
    23Commitments and contingenciesTOTAL LIABILITIES
    
    
    119,355
    
    
    
    70,353Shareholders equity:Ordinary
shares, $0.16 (10 pence) par value, authorized: 50,000,000 shares;
Issued and outstanding: 42,363,100 and 41,842,879 shares, respectively
    
    
    6,622
    
    
    
    6,519Additional paid-in capital
    
    
    167,459
    
    
    
    154,952Ordinary shares subscribed: 1,666 and 30,022 shares, respectively
    
    
    10
    
    
    
    137Retained earnings
    
    
    38,839
    
    
    
    30,685Accumulated other comprehensive income
    
    
    14,220
    
    
    
    13,235Total shareholders equity
    
    
    227,150
    
    
    
    205,528TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    346,505
    
    
    $
    275,881
 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 31,2008
    
    
    2007
    
    
    2006RevenueThird parties
    
    $
    456,401
    
    
    $
    345,216
    
    
    $
    186,500Related parties
    
    
    3,466
    
    
    
    7,070
    
    
    
    16,309459,867
    
    
    
    352,286
    
    
    
    202,809Cost of revenue (a)
    
    
    363,322
    
    
    
    271,174
    
    
    
    145,730Gross profit
    
    
    96,545
    
    
    
    81,112
    
    
    
    57,079Operating expensesSelling general and administrative expenses (a)
    
    
    72,699
    
    
    
    52,461
    
    
    
    36,347Amortization of intangible assets
    
    
    2,869
    
    
    
    1,896
    
    
    
    856Impairment of goodwill, intangibles and other assets
    
    
    15,464
    
    
    
    
    
    
    
    Operating income
    
    
    5,513
    
    
    
    26,755
    
    
    
    19,876Other income, net (a)
    
    
    9,184
    
    
    
    2,500
    
    
    
    456Interest expense
    
    
    (3
    )
    
    
    (100
    )
    
    
    (429
    )Income before income taxes
    
    
    14,694
    
    
    
    29,155
    
    
    
    19,903Provision for income taxes
    
    
    (5,194
    )
    
    
    (2,574
    )
    
    
    (1,574
    )Net income
    
    $
    9,500
    
    
    $
    26,581
    
    
    $
    18,329Basic income per share
    
    $
    0.23
    
    
    $
    0.69
    
    
    $
    0.56Diluted income per share
    
    
    0.22
    
    
    
    0.65
    
    
    
    0.52(a) Includes the following related party amounts:Cost of revenue
    
    $
    236
    
    
    $
    1,849
    
    
    $
    1,250Selling, general and administrative expenses
    
    
    345
    
    
    
    793
    
    
    
    481Other income
    
    
    61
    
    
    
    368
    
    
    
    250
 See accompanying notes.
 F-4




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##### Table of Contents



WNS (HOLDINGS) LIMITED
 
 CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
 YEARS ENDED MARCH 31, 2008, 2007 AND 2006
(Amounts in thousands, except share data)
 Retained
    
    
    
    
    
    
    AccumulatedAdditional
    
    
    Ordinary
    
    
    earnings
    
    
    Deferred
    
    
    other
    
    
    TotalOrdinary shares
    
    
    paid-in
    
    
    shares
    
    
    (accumulated
    
    
    share-based
    
    
    comprehensive
    
    
    shareholdersNumber
    
    
    Par value
    
    
    capital
    
    
    subscribed
    
    
    deficit)
    
    
    compensation
    
    
    income
    
    
    equityBalance at March 31, 2005
    
    
    31,194,553
    
    
    $
    4,585
    
    
    $
    43,522
    
    
    $
    157
    
    
    $
    (14,225
    )
    
    $
    (288
    )
    
    $
    9,200
    
    
    $
    42,951Shares issued for
exercised options
    
    
    1,710,936
    
    
    
    286
    
    
    
    2,901
    
    
    
    (157
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,030Shares issued to a Director
    
    
    150,000
    
    
    
    26
    
    
    
    876
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    902Shares issued for
acquisition of Trinity
Partners Inc.
    
    
    2,266,022
    
    
    
    393
    
    
    
    13,354
    
    
    
    
    
    
    
    
    
    
    
    (635
    )
    
    
    
    
    
    
    13,112Stock options exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10Stock options forfeited
    
    
    
    
    
    
    
    
    
    
    (51
    )
    
    
    
    
    
    
    
    
    
    
    51
    
    
    
    
    
    
    
    Deferred share-based
compensation
    
    
    
    
    
    
    
    
    
    
    166
    
    
    
    
    
    
    
    
    
    
    
    (166
    )
    
    
    
    
    
    
    Purchase of immature
shares and modification
of options
    
    
    
    
    
    
    
    
    
    
    1,460
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,460Amortization of deferred
share-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    456
    
    
    
    
    
    
    
    456Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,329
    
    
    
    
    
    
    
    
    
    
    
    18,329Foreign currency
translations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,086
    )
    
    
    (2,086
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,243Balance 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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,840
 F-5




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##### Table of Contents



WNS (HOLDINGS) LIMITED
 CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY (contd)
 YEARS ENDED MARCH 31, 2008, 2007 AND 2006
(Amounts in thousands, except share data)
 Retained
    
    
    
    
    
    
    AccumulatedAdditional
    
    
    Ordinary
    
    
    earnings
    
    
    Deferred
    
    
    other
    
    
    TotalOrdinary shares
    
    
    paid-in
    
    
    shares
    
    
    (accumulated
    
    
    share-based
    
    
    comprehensive
    
    
    shareholdersNumber
    
    
    Par value
    
    
    capital
    
    
    subscribed
    
    
    deficit)
    
    
    compensation
    
    
    income
    
    
    equityBalance 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-6




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##### Table of Contents



WNS (HOLDINGS) LIMITED
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Amounts in thousands)
 Year ended March 31,2008
    
    
    2007
    
    
    2006Cash flows from operating activitiesNet income
    
    $
    9,500
    
    
    $
    26,581
    
    
    $
    18,329Adjustments to reconcile net income to net cash provided
by operating activities:Depreciation and amortization
    
    
    21,321
    
    
    
    16,662
    
    
    
    11,308Share-based compensation
    
    
    6,816
    
    
    
    3,683
    
    
    
    1,922Amortization of deferred financing cost
    
    
    
    
    
    
    
    
    
    
    125Allowance for doubtful accounts
    
    
    1,542
    
    
    
    (33
    )
    
    
    101Gain (loss) on sale of property and equipment
    
    
    39
    
    
    
    (57
    )
    
    
    (32
    )Deferred rent expenses
    
    
    1,339
    
    
    
    
    
    
    
    Impairment of goodwill, intangibles and other assets
    
    
    15,464
    
    
    
    
    
    
    
    Income accrued on marketable securities
    
    
    (8
    )
    
    
    
    
    
    
    Deferred income taxes
    
    
    (5,387
    )
    
    
    (4,122
    )
    
    
    (1,028
    )Excess tax benefits from share-based compensation
    
    
    (1,613
    )
    
    
    (5,692
    )
    
    
    Changes in operating assets and liabilities, net
of effect of acquisitions:Accounts receivable
    
    
    (5,880
    )
    
    
    (10,022
    )
    
    
    (2,976
    )Other current assets
    
    
    (5,334
    )
    
    
    (6,665
    )
    
    
    (439
    )Accounts payable
    
    
    (4,685
    )
    
    
    (5,975
    )
    
    
    (290
    )Deferred revenue
    
    
    (4,817
    )
    
    
    8,159
    
    
    
    (2,193
    )Other liabilities
    
    
    12,754
    
    
    
    16,800
    
    
    
    10,019Net cash
provided by operating activities
    
    
    41,051
    
    
    
    39,318
    
    
    
    34,846Cash flows from investing activitiesAcquisitions, net of cash acquired (See Note 3)
    
    
    (36,121
    )
    
    
    (938
    )
    
    
    (3,862
    )Facilities and property cost (See Note 13)
    
    
    (28,134
    )
    
    
    (27,475
    )
    
    
    (14,893
    )Proceeds from sale of property and equipment
    
    
    178
    
    
    
    1,841
    
    
    
    77Transfer of delivery centre to AVIVA
    
    
    1,570
    
    
    
    
    
    
    
    Bank deposits and marketable securities
    
    
    3,969
    
    
    
    (12,000
    )
    
    
    Net cash used in investing activities
    
    
    (58,538
    )
    
    
    (38,572
    )
    
    
    (18,678
    )Cash flows from financing activitiesProceeds from IPO, net of expenses
    
    
    (150
    )
    
    
    78,787
    
    
    
    Excess tax benefits from share-based compensation
    
    
    1,613
    
    
    
    5,692
    
    
    
    Ordinary shares issued and subscribed
    
    
    4,204
    
    
    
    6,672
    
    
    
    3,942Principal payments under capital leases
    
    
    
    
    
    
    (173
    )
    
    
    (299
    )Repayment of note payable
    
    
    
    
    
    
    
    
    
    
    (10,000
    )Net cash provided by (used in) financing activities
    
    
    5,667
    
    
    
    90,978
    
    
    
    (6,357
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    2,178
    
    
    
    2,068
    
    
    
    (361
    )Net increase (decrease) in cash and cash equivalents
    
    
    (9,642
    )
    
    
    93,791
    
    
    
    9,450Cash and cash equivalents at beginning of year
    
    
    112,340
    
    
    
    18,549
    
    
    
    9,099Cash and cash equivalents at end of year
    
    $
    102,698
    
    
    $
    112,340
    
    
    $
    18,549Supplemental disclosure of cash flow information:Cash paid for interest
    
    $
    
    
    
    $
    118
    
    
    $
    440Cash paid for income taxes
    
    
    6,323
    
    
    
    709
    
    
    
    2,288Shares issued for the acquisition of Trinity Partners Inc.
    
    
    
    
    
    
    
    
    
    
    13,747
 See accompanying notes.
 F-7




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##### Table of Contents



WNS
(HOLDINGS) LIMITED
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31, 2008
(Amounts in thousands, except per share data)
 1.
    
    ORGANIZATION AND DESCRIPTION OF BUSINESS
  2.
    
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESBasis 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
MARCH 31, 2008
(Amounts in thousands, except 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
MARCH 31, 2008
(Amounts in thousands, except per share data)
  Cost of revenue
  Cash and cash equivalents
  Bank deposits and marketable securities
  Funds held for clients
  Accounts receivable
   Year ended March 31,2008
    
    
    2007
    
    
    2006Balance at the beginning of the year
    
    $
    364
    
    
    $
    373
    
    
    $
    284Charged to operations
    
    
    1,602
    
    
    
    164
    
    
    
    134Write-off, net of collections
    
    
    (126
    )
    
    
    (132
    )
    
    
    (20
    )Reversal
    
    
    (61
    )
    
    
    (65
    )
    
    
    (13
    )Translation adjustment
    
    
    5
    
    
    
    24
    
    
    
    (12
    )Balance at the end of the year
    
    $
    1,784
    
    
    $
    364
    
    
    $
    373
 F-10




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2008
(Amounts in thousands, except per share data)
 Property and equipment
  Asset description
    
    Asset life (in years)Computers and software
    
    3Furniture, fixtures and office equipment
    
    4-5Vehicles
    
    3Leasehold improvements
    
    Lesser of estimated useful life or lease term
   Software capitalisation
  Accounting for leases
  Goodwill and intangible assets
   F-11




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2008
(Amounts in thousands, except per share data)
  Asset description
    
    Asset life (in months)Customer contracts
    
    24-60*Customer relationship
    
    24-60*Intellectual Property rights
    
    36Know-how
    
    24Covenant not-to-compete
    
    24
 
 *
    
    The weighted average amortization period for intangibles from the date of purchase is 56 months. Income taxes
 Accounting for Income Taxes
 Employee benefitsDefined contribution plans
     F-12




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2008
(Amounts in thousands, except per share data)
 Defined benefit plan
  Employers Accounting for Defined Benefit
Pension and Other Postretirement Plans, 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
MARCH 31, 2008
(Amounts in thousands, except per share data)
   Earnings per share
   Year ended March 31,2008
    
    
    2007
    
    
    2006Numerator:Net income
    
    $
    9,500
    
    
    $
    26,581
    
    
    $
    18,329Denominator:Basic weighted average ordinary shares outstanding
    
    
    42,070,206
    
    
    
    38,608,188
    
    
    
    32,874,299Dilutive impact of stock options
    
    
    874,822
    
    
    
    2,512,309
    
    
    
    2,155,467Diluted weighted average ordinary shares outstanding
    
    $
    42,945,028
    
    
    $
    41,120,497
    
    
    $
    35,029,766
 Share-based compensation
 Share-Based Payment Accounting for Stock Issued to Employees Accounting for Stock-Based Compensation
 F-14




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2008
(Amounts in thousands, except per share data)
    Fair value of financial instruments
  Concentration of risk
   Reclassifications
  Recently issued accounting standards
 Fair Value Measurements
 F-15




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2008
(Amounts in thousands, except per share data)
 The Fair Value Option for Financial Assets and
Financial Liabilities  Including an amendment of FASB
Statement No. 115
 Business Combinations
 Noncontrolling Interests in Consolidated Financial
Statements  an amendment of Accounting Research Bulletin No. 51
 Disclosures about Derivative Instruments and Hedging
Activities  an amendment of FASB Statement No. 133
 Determination of the Useful Life of Intangible Assets Goodwill and Other
Intangible Assets
 The Hierarchy of Generally Accepted Accounting
Principles The Meaning of Present Fairly in Conformity
With Generally Accepted Accounting Principles
 3.
    
    ACQUISITIONS
 Marketics Technologies (India) Private Limited
   F-16




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2008
(Amounts in thousands, except per share data)
  AmountCash
    
    $
    1,834Accounts receivable
    
    
    2,131Other assets
    
    
    562Property and equipment
    
    
    190Intangible (customer relationships)
    
    
    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
 Business Combinations
 F-17




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2008
(Amounts in thousands, except per share data)
 Trinity Partners Inc (Refer Note 6)
    4.
    
    PROPERTY AND EQUIPMENT
  March 31,2008
    
    
    2007Computers and software
    
    $
    46,937
    
    
    $
    37,753Furniture, fixtures and office equipment
    
    
    37,675
    
    
    
    29,217Vehicles
    
    
    2,898
    
    
    
    1,710Leasehold improvements
    
    
    24,349
    
    
    
    17,884Capital work-in-progress
    
    
    4,446
    
    
    
    776116,305
    
    
    
    87,340Accumulated depreciation and amortization
    
    
    (65,465
    )
    
    
    (45,510
    )Property and equipment, net
    
    $
    50,840
    
    
    $
    41,830
   F-18




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2008
(Amounts in thousands, except per share data)
 5.
    
    GOODWILL AND INTANGIBLES
  March 31, 2008AccumulatedGross
    
    
    amortization
    
    
    NetCustomer contracts
    
    $
    13,792
    
    
    $
    13,757
    
    
    $
    35Customer relationships
    
    
    12,212
    
    
    
    4,200
    
    
    
    8,012Intellectual Property Rights
    
    
    1,863
    
    
    
    517
    
    
    
    1,346Know-how
    
    
    343
    
    
    
    343
    
    
    
    Covenant not-to-compete
    
    
    100
    
    
    
    100
    
    
    
    $
    28,310
    
    
    $
    18,917
    
    
    $
    9,393
 March 31, 2007AccumulatedGross
    
    
    amortization
    
    
    NetCustomer contracts
    
    $
    13,666
    
    
    $
    8,369
    
    
    $
    5,297Customer relationships
    
    
    2,482
    
    
    
    688
    
    
    
    1,794Know-how
    
    
    316
    
    
    
    316
    
    
    
    Covenant not-to-compete
    
    
    100
    
    
    
    100
    
    
    
    $
    16,564
    
    
    $
    9,473
    
    
    $
    7,091
   Year ending March 31,
    
    Amount2009
    
    $
    2,6162010
    
    
    2,5882011
    
    
    2,0592012
    
    
    1,9562013
    
    
    174$
    9,393
 F-19




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2008
(Amounts in thousands, except per share data)
  WNS
    
    
    WNSGlobal
    
    
    Auto Claims
    
    
    TotalBalance at March 31, 2006
    
    $
    12,956
    
    
    $
    20,818
    
    
    $
    33,774Goodwill arising on acquisition
    
    
    897
    
    
    
    
    
    
    
    897Foreign currency translation
    
    
    84
    
    
    
    2,601
    
    
    
    2,685Balance 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
    
    
    778
    
    
    
    518
    
    
    
    1,246Balance at March 31, 2008
    
    $
    60,245
    
    
    $
    27,225
    
    
    $
    87,470
 6.
    
    LOSS OF CLIENT
  7.
    
    INCOME TAXES
  March 31,2008
    
    
    2007
    
    
    2006Current taxesDomestic taxes
    
    $
    
    
    
    $
    
    
    
    $
    Foreign taxes
    
    
    10,581
    
    
    
    6,696
    
    
    
    2,60210,581
    
    
    
    6,696
    
    
    
    2,602Deferred taxesDomestic taxes
    
    
    
    
    
    
    
    
    
    
    Foreign taxes
    
    
    (5,387
    )
    
    
    (4,122
    )
    
    
    (1,028
    )$
    5,194
    
    
    $
    2,574
    
    
    $
    1,574
 F-20




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2008
(Amounts in thousands, except per share data)
  Year ended March 31,2008
    
    
    2007
    
    
    2006JurisdictionIndia
    
    $
    21,962
    
    
    $
    19,909
    
    
    $
    16,053United States
    
    
    1,099
    
    
    
    1,401
    
    
    
    (1,163
    )United Kingdom
    
    
    16,541
    
    
    
    6,517
    
    
    
    5,821Other (a)
    
    
    (24,908
    )
    
    
    1,328
    
    
    
    (808
    )Income before income taxes
    
    $
    14,694
    
    
    $
    29,155
    
    
    $
    19,903
     Year ended March 31,2008
    
    
    2007
    
    
    2006Net income before taxes
    
    $
    14,694
    
    
    $
    29,155
    
    
    $
    19,903Enacted tax rates in Jersey
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %Statutory income tax
    
    
    
    
    
    
    
    
    
    
    Provision due to:Foreign minimum alternative taxes and state taxes
    
    
    75
    
    
    
    
    
    
    
    Differential foreign tax rates
    
    
    4,997
    
    
    
    2,138
    
    
    
    1,454Others
    
    
    122
    
    
    
    436
    
    
    
    120Provision for income taxes
    
    $
    5,194
    
    
    $
    2,574
    
    
    $
    1,574
 F-21




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2008
(Amounts in thousands, except per share data)
  March 31,2008
    
    
    2007Deferred tax assets:Property and equipment
    
    $
    3,223
    
    
    $
    1,941Net operating loss carry forward
    
    
    292
    
    
    
    707Accruals deductible on actual payment
    
    
    1,363
    
    
    
    506Share-based compensation
    
    
    1,567
    
    
    
    673Minimum alternate tax
    
    
    2,922
    
    
    
    673Others
    
    
    13
    
    
    
    Total deferred tax assets
    
    
    9,380
    
    
    
    4,079Less: Valuation allowances
    
    
    (283
    )
    
    
    (277
    )Deferred tax assets, net of valuation allowances
    
    
    9,097
    
    
    
    3,802Deferred tax liabilities:Property and equipment
    
    
    (220
    )
    
    
    (9
    )Intangibles
    
    
    (2,249
    )
    
    
    (14
    )Total deferred tax liabilities
    
    
    (2,469
    )
    
    
    (23
    )Net deferred tax assets
    
    $
    6,628
    
    
    $
    3,779
  March 31,2008
    
    
    2007CurrentDeferred tax assets
    
    $
    618
    
    
    $
    701Deferred tax liabilities
    
    
    (211
    )
    
    
    Net current deferred tax assets
    
    $
    407
    
    
    $
    701Non currentDeferred tax assets
    
    $
    8,338
    
    
    $
    3,378Less: Valuation allowance (a)
    
    
    (283
    )
    
    
    (277
    )8,055
    
    
    
    3,101Deferred tax liabilities
    
    
    (1,834
    )
    
    
    (23
    )Net non current deferred tax assets
    
    $
    6,221
    
    
    $
    3,078
  Accounting for Uncertainty in Income Taxes
 F-22




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2008
(Amounts in thousands, except per share data)
    Balance at April 1, 2007
    
    $
    15,856Increase related to prior year tax positions
    
    
    63Effect of exchange rate changes
    
    
    1,119Balance at March 31, 2008
    
    $
    17,038
     8.
    
    DEFERRED REVENUE
  March 31,2008
    
    
    2007Payments in advance of services
    
    $
    6,728
    
    
    $
    10,946Advance billings
    
    
    1,601
    
    
    
    2,743Claims handling
    
    
    508
    
    
    
    795Other
    
    
    502
    
    
    
    394$
    9,339
    
    
    $
    14,878
 F-23




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2008
(Amounts in thousands, except per share data)
 9.
    
    RETIREMENT BENEFITSDefined contribution plans
  Year ended March 31,2008
    
    
    2007
    
    
    2006Provident fund  India
    
    $
    5,107
    
    
    $
    3,153
    
    
    $
    1,839Pension scheme  UK
    
    
    569
    
    
    
    542
    
    
    
    404401(k) plan  US
    
    
    601
    
    
    
    422
    
    
    
    225$
    6,277
    
    
    $
    4,117
    
    
    $
    2,468
 Defined benefit plan  gratuity
  Year ended March 31,2008
    
    
    2007Change in projected benefit obligationsObligation at beginning of the year
    
    $
    1,271
    
    
    $
    759Translation adjustment
    
    
    95
    
    
    
    21Service cost
    
    
    437
    
    
    
    490Interest cost
    
    
    114
    
    
    
    53Benefits paid
    
    
    (119
    )
    
    
    (75
    )Business combination
    
    
    (24
    )
    
    
    Actuarial loss
    
    
    480
    
    
    
    23Benefit obligation at end of the year
    
    $
    2,254
    
    
    $
    1,271Change in plan assetsPlan assets at beginning of the year
    
    $
    500
    
    
    $
    451Translation adjustment
    
    
    40
    
    
    
    9Actual return
    
    
    44
    
    
    
    32Actual contributions
    
    
    85
    
    
    
    83Benefits paid
    
    
    (119
    )
    
    
    (75
    )Plan assets at end of the year
    
    $
    550
    
    
    $
    500Funded status
    
    $
    (1,704
    )
    
    $
    (771
    )Current
    
    
    (160
    )
    
    
    Non-current
    
    
    (1,544
    )
    
    
    (771
    )Net amount recognized
    
    
    (1,704
    )
    
    
    (771
    )Accumulated benefit obligation at end of the year
    
    $
    1,577
    
    
    $
    747
 F-24




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2008
(Amounts in thousands, except per share data)
 Year ended March 31,2008
    
    
    2007
    
    
    2006Net periodic gratuity costService cost
    
    $
    437
    
    
    $
    490
    
    
    $
    205Interest cost
    
    
    114
    
    
    
    53
    
    
    
    35Expected return on plan assets
    
    
    (38
    )
    
    
    (35
    )
    
    
    (27
    )Amortization
    
    
    8
    
    
    
    35
    
    
    
    8Net periodic gratuity cost for the year
    
    $
    521
    
    
    $
    543
    
    
    $
    221
  Year ended March 31,2008
    
    2007
    
    2006Discount rate
    
    7.6-10.25%
    
    9.8%
    
    8.0%Rate of increase in compensation levels
    
    11%-15% for 5 yearsand 7% thereafter
    
    9%-11% for 5 yearsand 7%-9% thereafter
    
    9%- 11% for 5 yearsand 7%- 9% thereafterRate of return on plan assets
    
    7.5%
    
    7.5%
    
    7.5%
   Year ending March 31,
    
    Amount2009
    
    $
    6362010
    
    
    7122011
    
    
    8242012
    
    
    8562013
    
    
    8832014-2018
    
    
    2,128$
    6,039
  F-25




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2008
(Amounts in thousands, except per share data)
 10.
    
    ACCUMULATED OTHER COMPREHENSIVE INCOME
  Total accumulatedCumulative
    
    
    Changes in fair
    
    
    
    
    
    
    othertranslation
    
    
    value of Cash
    
    
    Pension
    
    
    comprehensiveadjustment
    
    
    flow hedges
    
    

adjustments *
    
    
    incomeBalance at March 31, 2006
    
    $
    7,114
    
    
    $
    
    
    
    $
    
    
    
    $
    7,114Change during the year
    
    
    5,922
    
    
    
    337
    
    
    
    (138
    )
    
    
    6,121Balance at March 31, 2007
    
    
    13,036
    
    
    
    337
    
    
    
    (138
    )
    
    
    13,235Change during the year
    
    
    5,571
    
    
    
    
    
    
    
    (486
    )
    
    
    5,085 Reclassified to income statement
    
    
    
    
    
    
    (4,002
    )
    
    
    
    
    
    
    (4,002
    ) Change in fair value of cash flow hedges
    
    
    
    
    
    
    (98
    )
    
    
    
    
    
    
    (98
    )Balance at March 31, 2008
    
    $
    18,607
    
    
    $
    (3,763
    )
    
    $
    (624
    )
    
    $
    14,220
 
 *
    
    The Pension adjustment for 2006 is the cumulative effect of the adoption of SFAS No. 158 11.
    
    SHAREHOLDERS EQUITY
   12.
    
    SHARE-BASED COMPENSATION
  Year ended March 31,2008
    
    
    2007
    
    
    2006Share-based compensation recorded inCost of revenue
    
    $
    2,436
    
    
    $
    995
    
    
    $
    127Selling, general and administrative expenses
    
    
    4,380
    
    
    
    2,688
    
    
    
    1,795Total share-based compensation
    
    $
    6,816
    
    
    $
    3,683
    
    
    $
    1,922Recognized income tax benefit
    
    $
    (1,574
    )
    
    $
    (671
    )
    
    $
    
  F-26




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2008
(Amounts in thousands, except per share data)
 Share-based options
   Weighted
    
    Weighted average
    
    Aggregateaverage
    
    remaining contract
    
    intrinsicShares
    
    exercise price
    
    term (in years)
    
    valueOutstanding at April 1, 2007
    
    
    2,501,200
    
    
    $
    10.86
    
    
    
    8.5
    
    
    $
    45,732Granted
    
    
    221,102
    
    
    
    26.3Forfeited
    
    
    (218,622
    )
    
    
    14.7Lapsed
    
    
    (10,999
    )
    
    
    9.79Exercise of options
    
    
    (433,694
    )
    
    
    4.2Outstanding at March 31, 2008
    
    
    2,058,987
    
    

    $
    13.46
    
    
    
    7.86
    
    

    $
    4,096Options vested and expected to vest
    
    
    1,721,313
    
    

    $
    13.46
    
    
    
    7.86
    
    

    $
    3,424Options exercisable
    
    
    1,062,937
    
    

    $
    9.5
    
    
    
    7.2
    
    

    $
    6,276
     Expected life
    
    3.5 yearsRisk free interest rates
    
    4.5%Volatility
    
    29.9%Dividend yield
    
    0%
 F-27




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2008
(Amounts in thousands, except per share data)
  Restricted Shares Units (RSUs)
   Expected life
    
    2 yearsRisk free interest rates
    
    4.4%Volatility
    
    29.1%Dividend yield
    
    0.0%
  Weighted
    
    Weighted averageaverage
    
    remaining contract
    
    AggregateShares
    
    fair value
    
    term (in years)
    
    intrinsic valueOutstanding at April 1, 2007
    
    
    298,500
    
    
    $
    22.3
    
    
    
    9.38
    
    

    $
    8.698Granted
    
    
    456,831
    
    
    
    21.68Forfeited
    
    
    (82,498
    )
    
    
    26.3Vested
    
    
    (86,527
    )
    
    
    21.3Outstanding at March 31, 2008
    
    
    586,306
    
    

    $
    24.11
    
    
    
    8.93
    
    

    $
    7,311RSUs expected to vest
    
    
    499,533
    
    

    $
    24.11
    
    
    
    8.93
    
    

    $
    6,229RSUs exercisable
    
    
    10,116
    
    

    $
    29.65
    
    
    
    8.6
    
    

    $
    156
  F-28




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2008
(Amounts in thousands, except per share data)
     13.
    
    RELATED PARTY TRANSACTIONS
 Name of the related party
    
    RelationshipWarburg Pincus
    
    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 shareholder
  Amount receivable (payable)Year ended March 31,
    
    
    at March 31,Nature of transaction/related party
    
    2008
    
    
    2007
    
    
    2006
    
    
    2008
    
    
    2007RevenueBritish Airways
    
    $
    
    
    
    $
    4,913
    
    
    $
    14,663
    
    
    $
    
    
    
    $
    10Warburg Pincus and its affiliates
    
    
    3,466
    
    
    
    2,157
    
    
    
    1,646
    
    
    
    586
    
    
    
    242Cost of revenueFlovate
    
    
    236
    
    
    
    1,849
    
    
    
    1,216
    
    
    
    
    
    
    
    Datacap
    
    
    
    
    
    
    
    
    
    
    34
    
    
    
    
    
    
    
    Selling, general and administrative expenseWarburg Pincus affiliate
    
    
    189
    
    
    
    202
    
    
    
    193
    
    
    
    
    
    
    
    Flovate
    
    
    130
    
    
    
    554
    
    
    
    288
    
    
    
    
    
    
    
    Datacap
    
    
    26
    
    
    
    37
    
    
    
    
    
    
    
    
    
    
    
    Property and equipment additionsWarburg Pincus affliliate
    
    
    702
    
    
    
    2,112
    
    
    
    559
    
    
    
    6
    
    
    
    (17
    )Flovate
    
    
    394
    
    
    
    2,163
    
    
    
    1,552
    
    
    
    
    
    
    
    (95
    )Other incomeWarburg Pincus affiliate
    
    
    25
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Flovate
    
    
    36
    
    
    
    368
    
    
    
    250
    
    
    
    
    
    
    
    (134
    )
 F-29




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2008
(Amounts in thousands, except per share data)
 14.
    
    OTHER INCOME, NET
  Year ended March 31,2008
    
    
    2007
    
    
    2006Foreign exchange gain (loss), net
    
    $
    2,943
    
    
    $
    (1,388
    )
    
    $
    (402
    )Interest income
    
    
    5,254
    
    
    
    3,468
    
    
    
    439Gain on sale of property and equipment
    
    
    62
    
    
    
    101
    
    
    
    32Other
    
    
    925
    
    
    
    319
    
    
    
    387$
    9,184
    
    
    $
    2,500
    
    
    $
    456
 15.
    
    SEGMENTS
  Disclosures about Segments of an Enterprise and Related
Information .
  F-30




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2008
(Amounts in thousands, except per share data)
 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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,816Amortization of intangible assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,869Impairment of goodwill, intangibles and
other assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,464
    

Other income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,184
    )Interest expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3Income before income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,694Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,194Net 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-31




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2008
(Amounts in thousands, except per share data)
 Year ended March 31, 2006WNS
    
    
    WNS
    
    
    InterGlobal
    
    
    Claims
    
    
    segments (a)
    
    
    TotalRevenue from external customers
    
    $
    123,226
    
    
    $
    79,583
    
    
    $
    
    
    
    $
    202,809Segment revenue
    
    
    125,229
    
    
    
    79,583
    
    
    
    (2,003
    )
    
    
    202,809Payments to repair centers
    
    
    
    
    
    
    54,904
    
    
    
    
    
    
    
    54,904Revenue less repair payments
    
    
    125,229
    
    
    
    24,679
    
    
    
    (2,003
    )
    
    
    147,905Depreciation
    
    
    8,677
    
    
    
    1,775
    
    
    
    
    
    
    
    10,452Other costs
    
    
    99,040
    
    
    
    17,762
    
    
    
    (2,003
    )
    
    
    114,799Segment operating income
    
    
    17,512
    
    
    
    5,142
    
    
    
    
    
    
    
    22,654Unallocated share-based compensation
expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,922
    )Amortization of intangible assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (856
    )Other income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    456Interest expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (429
    )Income before income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,903Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,574
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    18,329Capital expenditure
    
    $
    12,689
    
    
    $
    2,204
    
    
    $
    
    
    
    $
    14,893Segment assets, net of eliminations as at
March 31, 2006
    
    $
    92,415
    
    
    $
    42,388
    
    
    $
    
    
    
    $
    134,803
     March 31,2008
    
    
    2007
    
    
    2006UK
    
    $
    225,920
    
    
    $
    189,854
    
    
    $
    126,866North America
    
    
    113,744
    
    
    
    80,767
    
    
    
    49,134Europe (excludes UK)
    
    
    116,864
    
    
    
    78,955
    
    
    
    25,421Other
    
    
    3,339
    
    
    
    2,710
    
    
    
    1,388$
    459,867
    
    
    $
    352,286
    
    
    $
    202,809
 F-32




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2008
(Amounts in thousands, except per share data)
  March 31,2008
    
    
    2007UK
    
    $
    32,220
    
    
    $
    25,852India
    
    
    112,056
    
    
    
    57,084US
    
    
    1,967
    
    
    
    2,382Other
    
    
    1,460
    
    
    
    959$
    147,703
    
    
    $
    86,277
 16.
    
    COMMITMENTS AND CONTINGENCIES
 Leases
   Year ending March 31,
    
    Operating leases2009
    
    $
    15,8202010
    
    
    14,0682011
    
    
    9,8642012
    
    
    7,4772013
    
    
    5,317Thereafter
    
    
    22,106Total minimum lease payments
    
    $
    74,652
  Bank guarantees and other
     F-33




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2008
(Amounts in thousands, except per share data)
 17.
    
    TRANSFER OF DELIVERY CENTRE TO AVIVA
 Sri Lanka Delivery Center
  Ntrance Delivery Center
       F-34




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2008
(Amounts in thousands, except per share data)
 18.
    
    SUBSEQUENT EVENTS
    F-35