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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 1934
 OR
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended March 31, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For
the transition period from _________ to _________
 OR
 o
    
    SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Date of event requiring this shell company report ____________
 Commission file number 001-32945
 WNS (Holdings) Limited
  Not Applicable
(Translation of Registrants Name Into English)
    
    Jersey, Channel Islands
(Jurisdiction of Incorporation or Organization)
 
 
 
  Name of Each ExchangeTitle of Each Class
    
    on Which RegisteredAmerican Depositary Shares, each represented by
    
    The New York Stock Exchangeone Ordinary Share, par value 10 pence per share
 
 
   o þ
 o þ
  þ o
  o o þ
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 o þ




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TABLE OF CONTENTS
 WNS (HOLDINGS) LIMITED
 PagePART IITEM 1.
    
    IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
    
    2ITEM 2.
    
    OFFER STATISTICS AND EXPECTED TIMETABLE
    
    2ITEM 3.
    
    KEY INFORMATION
    
    2ITEM 4.
    
    INFORMATION ON THE COMPANY
    
    17ITEM 4A.
    
    UNRESOLVED STAFF COMMENTS
    
    35ITEM 5.
    
    OPERATING AND FINANCIAL REVIEW AND PROSPECTS
    
    35ITEM 6.
    
    DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
    
    54ITEM 7.
    
    MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
    
    67ITEM 8.
    
    FINANCIAL INFORMATION
    
    69ITEM 9.
    
    THE OFFER AND LISTING
    
    70ITEM 10.
    
    ADDITIONAL INFORMATION
    
    71ITEM 11.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    94ITEM 12.
    
    DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
    
    95PART IIITEM 13.
    
    DEFAULTS, DIVIDENDS ARREARAGES AND DELINQUENCIES
    
    96ITEM 14.
    
    MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
    
    96ITEM 15.
    
    CONTROLS AND PROCEDURES
    
    96ITEM 16A.
    
    AUDIT COMMITTEE FINANCIAL EXPERT
    
    97ITEM 16B
    
    CODE OF ETHICS
    
    97ITEM 16C.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    97ITEM 16D.
    
    EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
    
    98ITEM 16E.
    
    PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
    
    98PART IIIITEM 17.
    
    FINANCIAL STATEMENTS
    
    98ITEM 18.
    
    FINANCIAL STATEMENTS
    
    98ITEM 19.
    
    EXHIBITS
    
    99SIGNATURES
    
    102INDEX TO FINANCIAL STATEMENTS
    
    F-1EX-4.1 Share Purchase Agreement dated April 20, 2007 among, WNS Mauritius, Marketics and the selling shareholders named thereinEX-4.2 Lease Deed dated January 25, 2006 between DLF Cyber City and WNS Global Services (Private) Ltd.EX-4.5 Leave and License Agreement dated November 10, 2005 between GBMC and WNS Global with respect to the lease of the office premises of 4,867 sq ft at Plant 10EX-4.6 Leave and License Agreement dated November 10, 2005 between GBMC and WNS Global with respect to the lease of office premises of 20,360 sq ft at Plant 10EX-4.8 Leave and License Agreement dated December 29, 2006 between Sofotel and WNS Global with respect to the lease of office premises of 36,500 sq ft in the Commercial Office BuildingEX-4.9 Leave and License Agreement dated December 29, 2006 between Sofotel and WNS Global with respect to the lease of office premises of 35,930 sq ft in the Commercial Office BuildingEX-4.10 Leave and License Agreement dated December 29, 2006 between Sofotel and WNS Global with respect to the lease of office premises of 35,870 sq ft in the Commercial Office BuildingEX-4.11 Leave and License Agreement dated December 29, 2006 between Sofotel and WNS  Global with respect to the lease of office premises of 34,500 sq ft in the Commercial Office BuildingEX-8.1 List of subsidiaries of WNS (Holdings) LimitedEX-12.1 Certification by the Chief Executive Officer to 17 CFR 240, 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002EX-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 2002EX-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 2002EX-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 2002EX-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;
 
    
    political or economic instability in India, Sri Lanka and Jersey;
 
    
    worldwide economic and business conditions; and
 
    
    our ability to successfully consummate strategic acquisitions.
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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 31,2007
    
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003(US dollars in millions, except share and per share data)Consolidated Statement of Operations Data:Revenue
    
    $
    352.3
    
    
    $
    202.8
    
    
    $
    162.2
    
    
    $
    104.1
    
    
    $
    54.6Cost of revenue(1)
    
    
    271.2
    
    
    
    145.7
    
    
    
    140.3
    
    
    
    89.7
    
    
    
    42.8Gross profit
    
    
    81.1
    
    
    
    57.1
    
    
    
    21.9
    
    
    
    14.4
    
    
    
    11.8Operating expenses:Selling, general and administrative expenses(1)
    
    
    52.5
    
    
    
    36.3
    
    
    
    24.9
    
    
    
    18.8
    
    
    
    10.9Amortization of intangible assets
    
    
    1.9
    
    
    
    0.9
    
    
    
    1.4
    
    
    
    2.6
    
    
    
    1.8Operating income (loss)
    
    
    26.8
    
    
    
    19.9
    
    
    
    (4.4
    )
    
    
    (7.0
    )
    
    
    (0.9
    )Other income, net
    
    
    2.5
    
    
    
    0.5
    
    
    
    0.2
    
    
    
    0.3
    
    
    
    0.3Interest expense
    
    
    (0.1
    )
    
    
    (0.4
    )
    
    
    (0.5
    )
    
    
    (0.1
    )
    
    
    (0.1
    )Income (loss) before income taxes
    
    
    29.2
    
    
    
    19.9
    
    
    
    (4.7
    )
    
    
    (6.8
    )
    
    
    (0.7
    )Provision for income taxes
    
    
    (2.6
    )
    
    
    (1.6
    )
    
    
    (1.1
    )
    
    
    0.0
    
    
    
    (1.0
    )Net income (loss)
    
    $
    26.6
    
    
    $
    18.3
    
    
    $
    (5.8
    )
    
    $
    (6.7
    )
    
    $
    (1.7
    )Income (loss) per share/ADS:Basic
    
    $
    0.69
    
    
    $
    0.56
    
    
    $
    (0.19
    )
    
    $
    (0.22
    )
    
    $
    (0.07
    )Diluted
    
    $
    0.65
    
    
    $
    0.52
    
    
    $
    (0.19
    )
    
    $
    (0.22
    )
    
    $
    (0.07
    )Weighted-average shares/ADSs outstanding (basic)
    
    
    38,608,188
    
    
    
    32,874,299
    
    
    
    30,969,658
    
    
    
    30,795,888
    
    
    
    26,243,833Weighted-average shares/ADSs outstanding (diluted)
    
    
    41,120,497
    
    
    
    35,029,766
    
    
    
    30,969,658
    
    
    
    30,795,888
    
    
    
    26,243,833
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As of March 31,2007
    
    
    2006
    
    
    2005
    
    
    2004(US dollars in millions)Consolidated Balance Sheet Data:AssetsCash and cash equivalents
    
    $
    112.3
    
    
    $
    18.5
    
    
    $
    9.1
    
    
    $
    14.8Bank deposits
    
    
    12.0
    
    
    
    
    
    
    
    
    
    
    
    Accounts receivable, net
    
    
    40.6
    
    
    
    28.1
    
    
    
    25.2
    
    
    
    18.1Other current assets(2)
    
    
    18.5
    
    
    
    10.8
    
    
    
    9.7
    
    
    
    9.5Total current assets
    
    
    183.4
    
    
    
    57.4
    
    
    
    44.0
    
    
    
    42.5Deposits and deferred tax asset
    
    
    6.2
    
    
    
    4.3
    
    
    
    2.6
    
    
    
    1.3Goodwill and intangible assets, net
    
    
    44.5
    
    
    
    42.5
    
    
    
    26.7
    
    
    
    27.6Property and equipment, net
    
    
    41.8
    
    
    
    30.6
    
    
    
    24.7
    
    
    
    15.3Total assets
    
    
    275.9
    
    
    
    134.8
    
    
    
    98.0
    
    
    
    86.6Liabilities and Shareholders EquityNote payable
    
    
    
    
    
    
    
    
    
    
    10.0
    
    
    
    Total current liabilities
    
    
    63.4
    
    
    
    53.3
    
    
    
    54.8
    
    
    
    39.4Deferred tax liabilities  non-current
    
    
    0.0
    
    
    
    2.3
    
    
    
    
    
    
    
    Other non-current liabilities(3)
    
    
    7.0
    
    
    
    1.0
    
    
    
    0.2
    
    
    
    0.5Total shareholders equity
    
    
    205.5
    
    
    
    78.2
    
    
    
    43.0
    
    
    
    46.7Total liabilities and shareholders equity
    
    
    275.9
    
    
    
    134.8
    
    
    
    98.0
    
    
    
    86.6
  For the Year Ended March 31,2007
    
    2006
    
    2005
    
    2004
    
    2003(US dollars in millions, except percentages and employee data)Other Consolidated Financial Data:Revenue
    
    $
    352.3
    
    
    $
    202.8
    
    
    $
    162.2
    
    
    $
    104.1
    
    
    $
    54.6Gross profit as a percentage of revenue
    
    
    23.0
    %
    
    
    28.1
    %
    
    
    13.5
    %
    
    
    13.8
    %
    
    
    21.6
    %Operating income (loss) as a percentage of revenue
    
    
    7.6
    %
    
    
    9.8
    %
    
    
    (2.7
    )%
    
    
    (6.7
    )%
    
    
    (1.6
    )%Other Unaudited Consolidated Financial and
Operating Data:Revenue less repair payments(4)
    
    $
    219.7
    
    
    $
    147.9
    
    
    $
    99.0
    
    
    $
    49.9
    
    
    $
    25.6Gross profit as a percentage of revenue less
repair payments
    
    
    36.9
    %
    
    
    38.6
    %
    
    
    22.1
    %
    
    
    28.9
    %
    
    
    46.1
    %Operating income (loss) as a percentage of revenue
less repair payments
    
    
    12.2
    %
    
    
    13.4
    %
    
    
    (4.4
    )%
    
    
    (14.1
    )%
    
    
    (3.6
    )%Number of employees (at period end)
    
    
    15,084
    
    
    
    10,433
    
    
    
    7,176
    
    
    
    4,472
    
    
    
    2,348
 
 Notes:(1)
    
    Includes the following share-based compensation amounts: For the Year Ended March 31,2007
    
    2006
    
    2005
    
    2004
    
    2003(US dollars in millions)Cost of revenue
    
    $
    1.0
    
    
    $
    0.1
    
    
    $
    0.0
    
    
    $
    0.0
    
    
    $
    0.0Selling, general and administrative expenses
    
    
    2.7
    
    
    
    1.8
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.1
 
 (2)
    
    Consists of funds held for clients, employee receivables, prepaid expenses, prepaid income
taxes, deferred tax assets and other current assets.(3)
    
    Consists of obligation under capital leases 
non-current, deferred revenue  non-current,
deferred rent and accrued pension liability.(4)
    
    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): 3




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For the Year Ended March 31,2007
    
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003(US dollars in millions)Revenue
    
    $
    352.3
    
    
    $
    202.8
    
    
    $
    162.2
    
    
    $
    104.1
    
    
    $
    54.6Less: Payments to repair centers.
    
    
    132.6
    
    
    
    54.9
    
    
    
    63.2
    
    
    
    54.2
    
    
    
    29.0Revenue less repair payments
    
    $
    219.7
    
    
    $
    147.9
    
    
    $
    99.0
    
    
    $
    49.9
    
    
    $
    25.6
   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.
   We may lose some or all of the revenue generated by one of our major clients.
   Our revenue is highly dependent on a few industries and any decrease in demand for outsourced
services in these industries 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.
   Wage increases in India may prevent us from sustaining our competitive advantage and may reduce our
profit margin.
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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.
   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 our being unable to
effectively perform our services. Failure to adhere to regulations that govern our clients
businesses could result in breaches of contract with our clients.
  The international nature of our business exposes us to several risks, such as significant currency
fluctuations and unexpected changes in the regulatory requirements of multiple jurisdictions.
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
    
    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.
  Our facilities are at risk of damage by natural disasters.
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Our business may not develop in ways that we currently anticipate due to negative public reaction
to offshore outsourcing, proposed legislation or otherwise.
     We face competition from onshore and offshore business process outsourcing companies and from
information technology companies that also offer business process outsourcing services. Our clients
may also choose to run their business processes themselves, either in their home countries or
through captive units located offshore.
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Our failure to timely comply with Section 404 of the Sarbanes-Oxley Act of 2002 could have a
material adverse effect on our share price.
  Our controlling shareholder, Warburg Pincus, is able to control or significantly influence our
corporate actions.
  We have certain anti-takeover provisions in our articles of association that may discourage a
change in control.
  
    
    a classified board of directors with staggered three-year terms; and
    
    the ability of our board of directors to determine the rights, preferences and privileges of our preferred shares
and to issue the preferred shares without shareholder approval, which could be exercised by our board of directors
to increase the number of outstanding shares and prevent or delay a takeover attempt.
  It may be difficult for you to effect service of process and enforce legal judgments against us or
our affiliates.
  Risks Related to India
 A substantial portion of our assets and operations are located in India and we are subject to
regulatory, economic, social and political uncertainties in India.
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If the 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;
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
    
    actual or anticipated fluctuations in our quarterly operating results;
    
    changes in financial estimates by securities research analysts;
    
    changes in the economic performance or market valuations of other companies engaged in business process outsourcing;
    
    addition or loss of executive officers or key employees;
    
    sales or expected sales of additional shares or ADSs; and
    
    loss of one or more significant clients.
  Holders of ADSs may be restricted in their ability to exercise voting rights.
   We may be classified as a passive foreign investment company for our taxable year ended March 31,
2007, which could result in adverse United States federal income tax consequences to US Holders.
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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.
    B. Business Overview
    17




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Industry Overview
     18




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(BAR CHART)

(BAR CHART)     
    
    established reputation and industry leadership;
    
    demonstrated ability to execute a diverse range of mission-critical and often complex business processes;
    
    capability to scale employees and infrastructure without a diminution in quality of service; and
    
    ability to innovate, add new operational expertise and drive down costs.
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Competitive Strengths
  Offshore business process outsourcing market leadership
  
    
    NASSCOM named us one of the top two Indian offshore business process outsourcers in 2006, 2005 and 2004;
    
    neoIT ranked us as the best performing business process outsourcing company in 2005;
    
    Global Outsourcing named us the leading insurance outsourcer in India in 2005; and
    
    the Black Book of Outsourcing ranked us number two among the global BPO services providers in the travel industry,
number three among the global BPO services providers in the mortgage banking industry and number six among the
global BPO services providers in the market research industry in 2006.
   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;
    
    recruit and retain talented employees by offering them industry-focused career paths; and
    
    achieve market leadership in several of the industries we target. For example, we were ranked as the leading insurance
outsourcer in India by Global Outsourcing in 2005, as number two among the global BPO services providers in the travel
industry by the Black Book of Outsourcing in 2006, and we believe we have the largest and most diverse operations in
the offshore travel business process outsourcing market.
 Experience in transferring processes offshore and running them efficiently
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Diversified client base across multiple industries and geographic locations
  Industry-recognized leadership in human capital development
   Ability to manage the rapid growth of our organization
  Experienced management team
  21




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Business Strategy
  Drive rapid growth through penetration of our existing client base
  Enhance awareness of the WNS brand name
  Reinforce leadership in existing industries and penetrate new industry sectors
  Broaden industry expertise and enhance growth through selective acquisitions
  Business Process Outsourcing Service Offerings
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Travel
   
    
    airlines;
    
    travel intermediaries; and
    
    others such as global distribution systems and network providers.
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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.
  BFSI
   
    
    integrated financial institutions;
    
    mortgage banks and investors in mortgage-backed securities;
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
    
    financial advisory service providers;
    
    life, property and casualty, and health insurers;
    
    insurance brokers and loss assessors; and
    
    self-insured auto fleet owners.
   
  Case Study.
 25




---



##### Table of Contents



Emerging Businesses
    
    
    Enterprise Services, focused on finance and accounting, human resource and supply chain management services; and
    
    Knowledge Services, focused on market, business and financial research and analytical services.
 Enterprise Services
  
 Case Study.
 Knowledge Services
   26




---



##### Table of Contents



Case Study.
 Sales and Marketing
    Clients
  27




---



##### Table of Contents



Air Canada
    
    IndymacAVIVA
    
    MarshBritish Airways
    
    SITACentrica
    
    TravelocityFedex
    
    Virgin Atlantic AirwaysFirst Magnus Financial CorporationGfK
  Year Ended March 31,2007
    
    2006Below $1.0 million
    
    
    115
    
    
    
    109$1.0 million to $5.0 million
    
    
    30
    
    
    
    18$5.0 million to $10.0 million
    
    
    3
    
    
    
    0More than $10.0 million
    
    
    6
    
    
    
    4
 Competition
  
    
    focused business process outsourcing service companies based in
offshore locations like India, such as Genpact, Firstsource and
ExlService Holdings Inc.;
    
    business process outsourcing divisions of numerous information
technology service companies located in India such as Infosys BPO
Ltd (formerly Progeon Ltd) owned by Infosys Technologies Limited,
or Infosys, Tata Consultancy Services Limited, or Tata
Consultancy, and Wipro BPO, owned by Wipro Technologies Limited;
and
    
    global companies such as Accenture Ltd, Affiliated Computer
Services Inc., Electronic Data Systems, or EDS, 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.
   28




---



##### Table of Contents



Intellectual Property
    Technology
   Process and Quality Assurance and Risk Management
    29




---



##### Table of Contents



ISO 27001:2005
  Human Capital
  Recruiting and Retention
   Training and Development
  Regulations
  30




---



##### Table of Contents



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;
    
    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.
 31




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##### Table of Contents




    
    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;
    
    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.
  32




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##### Table of Contents



C. Organizational Structure
  
 
 Note:(1)
    
    75.1% of the share capital of Marketics has been transferred
to us and the remaining 24.9% of
the share capital is held in an escrow account to be transferred to
us upon payment of a contingent earn-out consideration
for the acquisition of Marketics. 33




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##### Table of Contents



D. Property, Plants and Equipment
  Space
    
    Number ofLocation
    
    (square feet)
    
    Workstations/Seats
    
    Lease Expiration
    
    Extendable Until(1)India:MumbaiPlant 10
    
    
    84,429
    
    
    
    987
    
    
    May 15, 2008
    
    N/APlant 11 (old)
    
    
    15,323
    
    
    
    177
    
    
    April 30, 2008
    
    N/APlant 11
    
    
    69,611
    
    
    
    728
    
    
    January 23, 2009
    
    October 23, 2012Raheja (Units 001/902)
    
    
    13,770
    
    
    
    248
    
    
    January 29, 2015
    
    N/ARaheja (Unit 101)
    
    
    22,000
    
    
    
    206
    
    
    April 30, 2015
    
    N/ARaheja (Units 002/201)
    
    
    24,600
    
    
    
    205
    
    
    April 30, 2015
    
    N/A229,733GurgaonTower A & B
    
    
    90,995
    
    
    
    799
    
    
    October 31, 2009/November 30, 2009
    
    April 30, 2014/May 31, 2014Tower C
    
    
    51,244
    
    
    
    661
    
    
    September 30, 2010
    
    March 31, 2015Building 6 (Phase I)(2)
    
    
    52,472
    
    
    
    
    
    
    August 31, 2012
    
    N/ABuilding 6 (Phase II)(2)
    
    
    39,734
    
    
    
    
    
    
    September 30, 2012
    
    N/ABuilding 6 (Phase III)(2)
    
    
    42,914
    
    
    
    1,600
    (2)
    
    December 31, 2012
    
    N/A277,359PuneSofotel
    
    
    142,800
    
    
    
    1,782
    
    
    December 31, 2011
    
    N/ANTrance(3)
    
    
    66,460
    
    
    
    900
    
    
    March 9, 2014/August 5, 2014
    
    N/ALevel 1
    
    
    36,700
    
    
    
    364
    
    
    February 2, 2012
    
    N/ALevel 2
    
    
    36,700
    
    
    
    349
    
    
    August 30, 2011
    
    N/ALevel 4
    
    
    36,700
    
    
    
    351
    
    
    February 2, 2011
    
    N/A319,360NashikUnity
    
    
    21,385
    
    
    
    277
    
    
    April 30, 2007
    
    December 30, 2009Shreeniketan
    
    
    33,410
    
    
    
    550
    
    
    September 30, 2007
    
    December 30, 201054,795Sri Lanka:(3)Colombo
    
    
    30,000
    
    
    
    373
    
    
    July 31, 2007
    
    July 31, 2010UK:Ipswich
    
    
    10,704
    
    
    
    120
    
    
    August 26, 2012
    
    N/AUS:New York
    
    
    3,149
    
    
    
    N/A
    
    
    May 31, 2008
    
    N/A
 
 Notes:(1)
    
    Reflects the expiration date if each of our applicable extension options are exercised.(2)
    
    We plan to commence interior fit out works in July 2007 and we expect to move into these
office premises in the third quarter of fiscal 2008. The estimated capital expenditure for the
interior fit out works is $6.5 million, of which none has been spent. We estimate that we will
have a total of 1,600 seats upon the completion of the interior fit out works.(3)
    
    We use these delivery centers to provide services to one of our major clients, AVIVA. AVIVA
has exercised its call option requiring us to transfer the relevant projects and operations of
our facilities at Sri Lanka effective July 1, 2007. Upon completion of the transfer to AVIVA,
the remaining part of the facilities will be retained by us. AVIVA also has the option to
require us to transfer the relevant project and operations situated at Pune, NTrance,
including the delivery center. See Item 3. Key Information  D. Risk Factors  Risks Related
to Our Business  We may lose some or all of the revenue generated by one of our major
clients.  34




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##### Table of Contents



ITEM 4A. UNRESOLVED STAFF COMMENTS
  
 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
 The following discussion on the financial condition and results of operations of our company should
be read in conjunction with our consolidated financial statements and the related notes included
elsewhere in this annual report. Some of the statements in the following discussion contain
forward-looking statements that involve risks and uncertainties. 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
     35




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##### Table of Contents



Year Ended March 31,2007
    
    
    2006
    
    
    2005
    
    
    2004(US dollars in millions)Revenue
    
    $
    352.3
    
    
    $
    202.8
    
    
    $
    162.2
    
    
    $
    104.1Less: Payments to repair centers
    
    $
    132.6
    
    
    $
    54.9
    
    
    $
    63.2
    
    
    $
    54.2Revenue less repair payments
    
    $
    219.7
    
    
    $
    147.9
    
    
    $
    99.0
    
    
    $
    49.9
 Our History and Milestones
  
    
    In fiscal 2003, we acquired Town & Country Assistance Limited (which we subsequently rebranded as WNS Assistance and
which constitutes our reportable segment for financial statement purposes, called WNS Auto Claims BPO), 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;
    
    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 and we also acquired from PRG Airlines Services
Limited its fare audit services business;
    
    In May 2007, we acquired Marketics, a provider of offshore analytics services; and
    
    In June 2007, we acquired Flovate, a company engaged in the development and maintenance of software products and
solutions.
  Revenue
   36




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##### Table of Contents



Revenue by Top Clients
   Revenue
    
    Revenue Less Repair PaymentsYear Ended March 31,
    
    Year Ended March 31,2007
    
    2006
    
    2005
    
    2007
    
    2006
    
    2005Top five clients
    
    
    55.2
    %
    
    
    41.0
    %
    
    
    40.1
    %
    
    
    45.7
    %
    
    
    52.8
    %
    
    
    56.4
    %Top ten clients
    
    
    70.1
    %
    
    
    58.5
    %
    
    
    61.4
    %
    
    
    61.9
    %
    
    
    65.5
    %
    
    
    68.8
    %Top 20 clients
    
    
    79.3
    %
    
    
    73.0
    %
    
    
    76.1
    %
    
    
    74.7
    %
    
    
    78.1
    %
    
    
    82.3
    %
  Revenue by Industry
   
    
    travel;
    
    BFSI (which includes our WNS Auto Claims BPO segment); and
    
    emerging businesses (which includes manufacturing, logistics, retail, utilities and professional services).
  Revenue
    
    Revenue Less Repair PaymentsYear Ended March 31,
    
    Year Ended March 31,Business Units
    
    2007
    
    2006
    
    2005
    
    2007
    
    2006
    
    2005Travel
    
    
    22.8
    %
    
    
    33.1
    %
    
    
    29.8
    %
    
    
    36.6
    %
    
    
    45.4
    %
    
    
    48.8
    %BFSI
    
    
    61.8
    %
    
    
    55.6
    %
    
    
    61.4
    %
    
    
    38.7
    %
    
    
    39.1
    %
    
    
    36.8
    %Emerging businesses
    
    
    15.4
    %
    
    
    11.3
    %
    
    
    8.8
    %
    
    
    24.7
    %
    
    
    15.5
    %
    
    
    14.4
    %Total
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
 37




---



##### Table of Contents



Re v enue by Geography
   Revenue
    
    Revenue Less Repair PaymentsYear Ended March 31,
    
    Year Ended March 31,Locations
    
    2007
    
    2006
    
    2005
    
    2007
    
    2006
    
    2005UK
    
    
    53.9
    %
    
    
    62.6
    %
    
    
    65.1
    %
    
    
    50.5
    %
    
    
    49.6
    %
    
    
    51.6
    %Europe (excluding UK)
    
    
    22.4
    %
    
    
    12.5
    %
    
    
    17.1
    %
    
    
    11.5
    %
    
    
    16.3
    %
    
    
    19.2
    %North America (primarily US)
    
    
    22.9
    %
    
    
    24.2
    %
    
    
    17.3
    %
    
    
    36.8
    %
    
    
    33.2
    %
    
    
    28.3
    %Rest of World
    
    
    0.8
    %
    
    
    0.7
    %
    
    
    0.5
    %
    
    
    1.2
    %
    
    
    0.9
    %
    
    
    0.9
    %Total
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
 Our Contracts
     
    
    per full-time-equivalent arrangements typically involve billings
based on the number of full-time employees (or equivalent)
deployed on the execution of the business process outsourced;
    
    per transaction arrangements typically involve billings based on
the number of transactions processed (such as the number of e-mail
responses, or airline coupons or insurance claims processed); and
    
    cost-plus arrangements typically involve billing the contractually
agreed direct and indirect costs and a fee based on the number of
employees deployed under the arrangement.
 38




---



##### 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
   39




---



##### Table of Contents



SG&A Expenses
     Accounting for Stock Issued to Employees Accounting for Stock-Based Compensation Share-Based Payment
 40




---



##### Table of Contents



Amortization of Intangible Assets
  Non-Operating Income (Expense), Net
  Foreign Exchange
 Exchange Rates
   Currency Regulation
   41




---



##### Table of Contents



Income Taxes
        42




---



##### Table of Contents



Critical Accounting Policies
   Revenue Recognition
     43




---



##### Table of Contents



Reporting Revenue Gross as a Principal
versus Net as an Agent.
 Business Combinations
  Goodwill, Intangible Assets and Property and Equipment
       44




---



##### Table of Contents



Income Taxes
 Accounting for Income Taxes.
  Results of Operations
  Revenue
    
    Revenue Less Repair PaymentsYear Ended March 31,
    
    Year Ended March 31,2007
    
    2006
    
    2005
    
    2007
    
    2006
    
    2005Unaudited
    
    Unaudited
    
    UnauditedCost of revenue
    
    
    77.0
    %
    
    
    71.9
    %
    
    
    86.5
    %
    
    
    63.1
    %
    
    
    61.4
    %
    
    
    77.9
    %Gross profit
    
    
    23.0
    %
    
    
    28.1
    %
    
    
    13.5
    %
    
    
    36.9
    %
    
    
    38.6
    %
    
    
    22.1
    %Operating expenses:SG&A
    
    
    14.9
    %
    
    
    17.9
    %
    
    
    15.3
    %
    
    
    23.9
    %
    
    
    24.6
    %
    
    
    25.1
    %Amortization of intangibles assets
    
    
    0.5
    %
    
    
    0.4
    %
    
    
    0.9
    %
    
    
    0.9
    %
    
    
    0.6
    %
    
    
    1.4
    %Operating income (loss)
    
    
    7.6
    %
    
    
    9.8
    %
    
    
    (2.7
    )%
    
    
    12.1
    %
    
    
    13.4
    %
    
    
    (4.4
    )%Non-operating income (loss)
    
    
    0.7
    %
    
    
    0.0
    %
    
    
    (0.2
    )%
    
    
    1.1
    %
    
    
    0.0
    %
    
    
    (0.3
    )%Provision for income taxes
    
    
    (0.7
    )%
    
    
    (0.8
    )%
    
    
    (0.7
    )%
    
    
    (1.2
    )%
    
    
    (1.1
    )%
    
    
    (1.1
    )%Net income (loss)
    
    
    7.6
    %
    
    
    9.0
    %
    
    
    (3.6
    )%
    
    
    12.0
    %
    
    
    12.3
    %
    
    
    (5.8
    )%
  Year Ended March 31,2007
    
    2006
    
    2005Revenue
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Less: Payments to repair centers
    
    
    37.6
    %
    
    
    27.1
    %
    
    
    39.0
    %Revenue less repair payments
    
    
    62.4
    %
    
    
    72.9
    %
    
    
    61.0
    %
 45




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##### Table of Contents



Fiscal 2007 Compared to Fiscal 2006
 Revenue.
 Revenue Less Repair Payments.
 Cost of Revenue.
 Gross Profit.
 SG&A Expenses.
 Amortization of Intangible Assets.
 Operating Income.
 46




---



##### Table of Contents



Other
Income Net.
 Interest Expense.
 Provision for Income Taxes.
 Net Income.
 Fiscal 2006 Compared to Fiscal 2005
 Revenue.
 Revenue Less Repair Payments.
 Cost of Revenue.
 Gross Profit.
 47




---



##### Table of Contents



SG&A Expenses.
 Amortization of Intangible Assets.
 Operating Income (Loss).
 Other Income, Net.
 Interest Expense.
 Provision for Income Taxes.
 Net Income (Loss).
 Results by Reportable Segment
 Disclosures about Segments of an Enterprise and Related Information,
   48




---



##### Table of Contents



Year Ended March 31, 2007
    
    Year Ended March 31, 2006
    
    Year Ended March 31, 2005WNS 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)
    
    $
    195.0
    
    
    $
    158.8
    
    
    $
    125.2
    
    
    $
    79.6
    
    
    $
    78.6
    
    
    $
    85.2Less: Payments to repair centers
    
    
    
    
    
    
    132.6
    
    
    
    
    
    
    
    54.9
    
    
    
    
    
    
    
    63.2Revenue less repair payments(1)
    
    
    195.0
    
    
    
    26.2
    
    
    
    125.2
    
    
    
    24.7
    
    
    
    78.6
    
    
    
    22.0Depreciation
    
    
    12.8
    
    
    
    2.0
    
    
    
    8.7
    
    
    
    1.8
    
    
    
    6.9
    
    
    
    1.5Other costs
    
    
    154.9
    
    
    
    19.1
    
    
    
    99.0
    
    
    
    17.8
    
    
    
    77.8
    
    
    
    17.1Segment operating income (loss)
    
    $
    27.3
    
    
    $
    5.1
    
    
    $
    17.5
    
    
    $
    5.1
    
    
    $
    (6.1
    )
    
    $
    3.4
 
 Note:(1)
    
    Segment revenue includes inter-segment revenue of $1.5 million for fiscal 2007, $2.0 million
for fiscal 2006 and $1.6 million for fiscal 2005.  WNS Global BPO
 Segment Revenue.
 Segment Operating Income (Loss).
 49




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##### Table of Contents



WNS Auto Claims BPO
 Segment Revenue.
 Segment Operating Income.
 Quarterly Results
  Fiscal 2007
    
    Fiscal 2006Three Months Ended
    
    Three Months EndedMar 2007
    
    Dec 2006
    
    Sep 2006
    
    Jun 2006
    
    Mar 2006(1)
    
    Dec 2005(1)
    
    Sep 2005
    
    Jun 2005(US dollars in millions)Revenue
    
    $
    110.7
    
    
    $
    102.0
    
    
    $
    86.6
    
    
    $
    53.0
    
    
    $
    52.9
    
    
    $
    49.8
    (2)
    
    $
    48.9
    
    
    $
    51.2
    (2)Cost of revenue
    
    
    85.2
    
    
    
    81.3
    
    
    
    67.3
    
    
    
    37.4
    
    
    
    37.3
    
    
    
    34.1
    
    
    
    35.6
    
    
    
    38.7Gross profit
    
    
    25.5
    
    
    
    20.7
    
    
    
    19.3
    
    
    
    15.6
    
    
    
    15.6
    
    
    
    15.7
    
    
    
    13.4
    
    
    
    12.4Operating expenses:SG&A
    
    
    16.3
    
    
    
    14.0
    
    
    
    12.1
    
    
    
    10.1
    
    
    
    11.4
    (3)
    
    
    9.7
    (4)
    
    
    8.2
    
    
    
    7.1Amortization of intangibles assets
    
    
    0.5
    
    
    
    0.5
    
    
    
    0.5
    
    
    
    0.5
    
    
    
    0.5
    
    
    
    0.2
    
    
    
    0.1
    
    
    
    0.1Operating income
    
    
    8.7
    
    
    
    6.2
    
    
    
    6.7
    
    
    
    5.0
    
    
    
    3.7
    (3)
    
    
    5.8
    (4)
    
    
    5.1
    
    
    
    5.3Non-operating income (loss)
    
    
    1.3
    
    
    
    1.3
    
    
    
    (0.1
    )
    
    
    (0.1
    )
    
    
    0.2
    
    
    
    (0.0
    )
    
    
    (0.1
    )
    
    
    (0.1
    )(Provision) benefit for income taxes
    
    
    (1.2
    )
    
    
    (0.5
    )
    
    
    (0.6
    )
    
    
    (0.3
    )
    
    
    (0.3
    )
    
    
    0.1
    
    
    
    (0.5
    )
    
    
    (0.9
    )Net income
    
    
    8.8
    
    
    
    7.0
    
    
    
    6.0
    
    
    
    4.6
    
    
    
    3.7
    
    
    
    5.9
    
    
    
    4.4
    
    
    
    4.4
 50




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##### Table of Contents



Fiscal 2007
    
    Fiscal 2006Three Months Ended
    
    Three Months EndedMar 2007
    
    Dec 2006
    
    Sep 2006
    
    Jun 2006
    
    Mar 2006(1)
    
    Dec 2005(1)
    
    Sep 2005
    
    Jun 2005Gross profit as a percentage of revenue
    
    
    23.1
    %
    
    
    20.3
    %
    
    
    22.2
    %
    
    
    29.4
    %
    
    
    29.5
    %
    
    
    31.5
    %
    
    
    27.3
    %
    
    
    24.3
    %Operating income as a percentage
of revenue
    
    
    7.9
    %
    
    
    6.2
    %
    
    
    7.7
    %
    
    
    9.4
    %
    
    
    7.0
    %
    
    
    11.6
    %
    
    
    10.4
    %
    
    
    10.4
    %Gross profit as a percentage of
revenue less repair payments
    
    
    39.8
    %
    
    
    36.3
    %
    
    
    36.4
    %
    
    
    34.3
    %
    
    
    37.6
    %
    
    
    40.8
    %
    
    
    38.4
    %
    
    
    37.5
    %Operating income as a percentage of
revenue less repair payments
    
    
    13.7
    %
    
    
    11.0
    %
    
    
    12.6
    %
    
    
    11.0
    %
    
    
    9.0
    %
    
    
    15.0
    %
    
    
    14.6
    %
    
    
    16.0
    %
  Fiscal 2007
    
    
    Fiscal 2006Three Months Ended
    
    
    Three Months EndedMar 2007
    
    
    Dec 2006
    
    
    Sep 2006
    
    
    Jun 2006
    
    
    Mar 2006(1)
    
    
    Dec 2005(1)
    
    
    Sep 2005
    
    
    Jun 2005(US dollars in millions)Revenue
    
    $
    110.7
    
    
    $
    102.0
    
    
    $
    86.6
    
    
    $
    53.0
    
    
    $
    52.9
    
    
    $
    49.8
    (2)
    
    $
    48.9
    
    
    $
    51.2
    (2)Less: Payments to repair centers
    
    
    46.7
    
    
    
    44.8
    
    
    
    33.6
    
    
    
    7.5
    
    
    
    11.5
    
    
    
    11.3
    
    
    
    14.1
    
    
    
    18.0Revenue less repair payments
    
    $
    64.0
    
    
    $
    57.2
    
    
    $
    53.0
    
    
    $
    45.5
    
    
    
    41.4
    
    
    $
    38.4
    (2)
    
    $
    34.8
    
    
    $
    33.2
    (2)
 
 Notes:(1)
    
    The financial information for the quarters from and including the quarter ended December 2005
reflects the acquisition of Trinity Partners in November 2005.(2)
    
    Revenue and revenue less repair payments in the quarters ended December 2005 and June 2005
include $2.4 million and $0.8 million, respectively, of revenue deferred from fiscal 2005.
Costs associated with this revenue were however recognized in fiscal 2005.(3)
    
    SG&A expenses in the quarter ended March 2006 include $0.7 million for consulting and
auditing fees, representing a portion of the professional fees relating to our preparations
for becoming a public company. In addition, costs related to a recruitment drive were higher
relative to the prior quarters in fiscal 2006.(4)
    
    SG&A expenses in the quarter ended December 2005 include share-based compensation cost of
$1.4 million, of which $1.2 million related to the repurchase and modification of options. Contractual Obligations
  Payments due by periodLess than
    
    
    
    
    
    
    
    
    
    
    More thanTotal
    
    
    1 Year
    
    
    2-3 Years
    
    
    4-5 Years
    
    
    5 Years(US dollars in thousands)Operating leases
    
    $
    43,720
    
    
    $
    10,815
    
    
    $
    17,338
    
    
    $
    12,079
    
    
    $
    3,488Purchase obligations
    
    
    1,964
    
    
    
    1,964
    
    
    
    
    
    
    
    
    
    
    
    Capital lease obligations
    
    $
    13
    
    
    
    11
    
    
    
    2
    
    
    
    
    
    
    
    Total
    
    $
    45,697
    
    
    $
    12,790
    
    
    $
    17,340
    
    
    $
    12,079
    
    
    $
    3,488
 51




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##### Table of Contents



Off-Balance Sheet Arrangements
  Liquidity and Capital Resources
      Cash Flows from Operating Activities
   Cash Flows from Investing Activities
  52




---



##### Table of Contents



Cash Flows from Financing Activities
      Recently Issued Accounting Standards
 Accounting for Uncertainty in
Income Taxes Accounting for Income Taxes
 Fair Value Measurements
 53




---



##### Table of Contents



The Fair Value Option for Financial Assets and
Financial Liabilities
 
 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
 A. Directors and Senior Management
   Name
    
    Age
    
    DesignationDirectorsRamesh N. Shah(1)
    
    
    58
    
    
    Chairman of the BoardNeeraj Bhargava
    
    
    43
    
    
    Co-Founder of WNS (Holdings) Limited, Director and Group Chief
Executive OfficerJeremy Young(2)
    
    
    41
    
    
    DirectorGuy Sochovsky(3)
    
    
    31
    
    
    DirectorEric B. Herr(2)(4)(5)
    
    
    59
    
    
    DirectorDeepak S. Parekh(3)(5)(6)
    
    
    62
    
    
    DirectorRichard O. Bernays(2)(3)(5)(7)
    
    
    64
    
    
    DirectorAnthony Armitage Greener(8)
    
    
    67
    
    
    DirectorExecutive Officers(9)Zubin Dubash
    
    
    47
    
    
    Group Chief Financial OfficerAlan Stephen Dunning
    
    
    50
    
    
    Co-Founder of WNS (Holdings) Limited, Managing Director of WNS UKAnup Gupta
    
    
    35
    
    
    Chief Executive Officer  Travel ServicesBernard
Donoghue(10)
    
    
    48
    
    
    Chief Executive Officer  WNS AssistanceJ.J. Selvadurai
    
    
    48
    
    
    Chief Executive Officer  Enterprise ServicesAnish Nanavaty
    
    
    39
    
    
    Chief Executive Officer  Knowledge ServicesArjun Singh
    
    
    46
    
    
    Chief Executive Officer  BFSI
 
 Notes:(1)
    
    Chairman of the Compensation Committee. Mr. Bernays will be appointed as Chairman of the Compensation
Committee in place of Mr. Shah in July 2007.(2)
    
    Member of the Nominating and Corporate Governance Committee.(3)
    
    Member of the Audit Committee. Mr. Sochovsky will resign as a
director prior to the next annual general meeting in July 2007.(4)
    
    Chairman of the Audit Committee.(5)
    
    Member of the Compensation Committee.(6)
    
    Chairman of the Nominating and Corporate Governance Committee.(7)
    
    Appointed as a director in November 2006. Mr. Bernays will be appointed as Chairman of the Compensation
Committee in place of Mr. Shah in July 2007.(8)
    
    Appointed as a director in June 2007. Sir Anthony will be
appointed as a member of the Audit Committee, Compensation Committee
and Nominating and Corporate Governance Committee in July 2007.(9)
    
    Other executive officers who are not directors.(10)
    
    Appointed as Chief Executive Officer  WNS Assistance with effect from May 1, 2007 in place
of Mr. Edwin Donald Harrell. Mr. Harrell has assumed the position as our Chief Technology
Officer  WNS Assistance since May 2007. 54




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##### Table of Contents



Directors
 Ramesh N. Shah
 Neeraj Bhargava
 Jeremy Young
 Guy Sochovsky
 Eric B. Herr
 Deepak S. Parekh
 55




---



##### Table of Contents



Richard O. Bernays
 Sir Anthony Armitage Greener
 Executive Officers
 Zubin Dubash
 Alan Stephen Dunning
 Anup Gupta
 Bernard Donoghue
 J.J. Selvadurai
 Anish Nanavaty
 56




---



##### Table of Contents



Arjun Singh
 B. Compensation
 Our Compensation Philosophy and Practice
  General Philosophy
    Determination of Compensation
  Target Overall Compensation
   Allocation Among Compensation Components
   Base Salary
 Cash Bonus
 
    
    group profit after taxes, plus share-based compensation expenses
plus amortization of intangible assets;
 
    
    operating margins;
 
    
    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.
  
    
    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;
 
    
    Chairman of the Board  achievement of specified revenue targets in the US;
 
    
    Group Chief Financial Officer  the successful completion of our initial public offering; and
 
    
    Managing Director of WNS UK  achievement of specified revenue targets in the UK.
  Equity Awards
    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 accomodation; and
 
    
    relocation benefits (individually negotiated).
   Severance Benefits
 
Employment Agreements of Certain Executive Officers below.
  Change in Control Arrangements
  Compensation of Directors and Executive Officers
    1
 Employment Agreements of Certain Executive Officers
  57




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##### Table of Contents



Options and Restricted Share Units Granted
  Number of Ordinary SharesUnderlyingName
    
    Options Granted
    
    RSUs Granted
    
    Exercise Price Per Share(1)
    
    Expiration DateDirectorsRamesh N. Shah
    
    
    115,000
    
    
    
    57,500
    
    
    $
    20.00
    
    
    July 25, 2016Neeraj Bhargava
    
    
    135,000
    
    
    
    67,500
    
    
    $
    20.00
    
    
    July 25, 2016
 58




---



##### Table of Contents



Number of Ordinary SharesUnderlyingName
    
    Options Granted
    
    RSUs Granted
    
    Exercise Price Per Share(1)
    
    Expiration DateJeremy Young
    
    
    
    
    
    
    
    
    
    
    
    
    
    Guy Sochovsky
    
    
    
    
    
    
    
    
    
    
    
    
    
    Eric B. Herr
    
    
    14,000
    
    
    
    
    
    
    $
    20.00
    
    
    July 25, 2016Deepak S. Parekh
    
    
    14,000
    
    
    
    
    
    
    $
    20.00
    
    
    July 25, 2016Richard O. Bernays(2)
    
    
    14,000
    
    
    
    
    
    
    $
    28.87
    
    
    November 14, 2016Anthony
Armitage Greener(3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    Pulak
Prasad(4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    Nitin
Sibal(5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    Miriam
Strouse(5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    Timothy
Hammond(5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    Executive OfficersZubin Dubash
    
    
    25,000
    
    
    
    12,500
    
    
    $
    20.00
    
    
    July 25, 2016Alan Stephen Dunning
    
    
    20,000
    
    
    
    10,000
    
    
    $
    20.00
    
    
    July 25, 2016Anup Gupta
    
    
    20,000
    
    
    
    10,000
    
    
    $
    20.00
    
    
    July 25, 20165,000
    
    
    
    2,500
    
    
    $
    30.31
    
    
    December 15, 2016David
Charles Tibble(6)
    
    
    
    
    
    
    
    
    
    
    
    
    

    Edwin Donald
Harrell(7)
    
    
    5,000
    
    
    
    2,500
    
    
    $
    20.00
    
    
    July 25, 2016Bernard
Donoghue(8)
    
    
    2,500
    
    
    
    1,250
    
    
    $
    20.00
    
    
    July 25, 2016J.J. Selvadurai
    
    
    20,000
    
    
    
    10,000
    
    
    $
    20.00
    
    
    July 25, 20165,000
    
    
    
    2,500
    
    
    $
    30.21
    
    
    January 20, 2017Anish Nanavaty
    
    
    2,500
    
    
    
    1,250
    
    
    $
    20.00
    
    
    July 25,2016Arjun Singh
    
    
    62,500
    
    
    
    31,250
    
    
    $
    28.35
    
    
    October 3, 2016
 
 Notes:(1)
    
    Applicable in respect of options granted. There is no exercise price for RSUs.(2)
    
    Appointed as a director in November 2006.(3)
    
    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.(4)
    
    Resigned as a director in November 2006.(5)
    
    Resigned as a director in July 2006.(6)
    
    Retired as Chairman of WNS UK in March 2007.(7)
    
    Retired as Chief Executive Officer  WNS Assistance in May 2007.(8)
    
    Appointed as Chief Executive Officer  WNS Assistance in May 2007. Employee Benefit Plans
  Provident Fund
  US Savings Plan
  UK Pension Scheme
  Gratuity
  59




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##### Table of Contents



Compensated Absence
  2002 Stock Incentive Plan
  Administration.
 Eligibility.
 Stock Options.
 Corporate Transactions.
 Amendment.
 Transferability of Stock Options.
 Number of Shares Authorized; Outstanding Options.
 60




---



##### Table of Contents



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 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 nonqualified 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 10
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 will each receive an option 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. 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.
 61




---



##### Table of Contents




    
    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 Internal Revenue Code may be a performance-based
award as described below.
    
    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 Internal Revenue Code, that are intended to be
performance-based awards within the meaning of Section 162(m) of
the Internal Revenue 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.
 62




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##### Table of Contents



Non-transferability.
 Termination or Amendment.
 Outstanding Awards.
 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 2007;
    
    Class II, whose term will expire at the annual general meeting to be held in 2008; and
    
    Class III, whose term will expire at the annual general meeting to be held in 2009.
   63




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##### Table of Contents



Committees of the Board
  Audit Committee
  
    
    to serve as an independent and objective party to monitor our financial reporting process and internal control systems;
    
    to review and appraise the audit efforts of our independent accountants and exercise ultimate authority over the
relationship between us and our independent accountants; and
    
    to provide an open avenue of communication among the independent accountants, financial and senior management and the
board of directors.
   Compensation Committee
   Nominating and Corporate Governance Committee
  64




---



##### Table of Contents




    
    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)
    
    
    374,165
    
    
    
    0.89
    %Neeraj Bhargava(2)
    
    
    210,251
    
    
    
    0.50
    %Jeremy Young(3)
    
    
    21,366,644
    
    
    
    51.00
    %Guy Sochovsky(4)
    
    
    
    
    
    
    Eric B. Herr
    
    
    4,666
    
    
    
    0.01
    %Deepak S. Parekh
    
    
    4,666
    
    
    
    0.01
    %Richard O. Bernays
    
    
    
    
    
    
    Anthony
Armitage Greener
    
    
    
    
    
    
    Executive OfficersZubin Dubash
    
    
    177,498
    
    
    
    0.42
    %Alan Stephen Dunning
    
    
    328,299
    
    
    
    0.78
    %Anup Gupta
    
    
    83,964
    
    
    
    0.20
    %Bernard Donoghue
    
    
    134,581
    
    
    
    0.32
    %J.J. Selvadurai
    
    
    278,665
    
    
    
    0.67
    %Anish Nanavaty
    
    
    9,583
    
    
    
    0.02
    %Arjun Singh
    
    
    
    
    
    
    All our
directors and executive officers as a group (15 persons)(5)
    
    
    22,972,982
    
    
    
    54.83
    %
 
 Notes:(1)
    
    Of the 374,165 shares beneficially owned by Ramesh N. Shah, 150,000 shares are indirectly
held via a trust which is controlled by Mr. Shah, and the remainder are held directly.(2)
    
    Of the 210,251 shares beneficially owned by Neeraj Bhargava, 90,000 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 their affiliation with
the Warburg Pincus entities. Mr. Young disclaim beneficial ownership of all shares held by
the Warburg Pincus entities.(4)
    
    Guy Sochovsky is a Vice President of Warburg Pincus LLC. Mr. Sochovsky does not have voting
or investment discretion with respect to the shares of our company held by Warburg, Pincus,
and therefore he is not deemed to beneficially own such shares.(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. 65




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##### Table of Contents



Option Awards
    

RSU AwardsNumber of
    
    
    
    
    
    Number ofshares
    
    
    
    
    
    sharesunderlying
    
    
    
    
    
    underlying
    
    
    
    
    
    Number of sharesunexercised
    
    
    
    
    
    unexercised
    
    
    
    
    
    underlyingoptions
    
    Exercise Price
    
    options
    
    Exercise Price
    
    RSUs held thatName
    

(Exercisable)
    
    per share
    

(Unexercisable)
    
    per Share
    
    have not vestedDirectorsRamesh N. Shah
    
    
    83,333
    
    
    £
    3.5000
    
    
    
    166,667
    
    
    £
    3.5000
    
    
    
    90,313
    
    
    
    
    
    
    
    115,000
    
    
    $
    20.00
    
    
    
    
    
    
    
    
    
    
    
    21,875
    
    
    $
    27.75
    
    
    
    Neeraj Bhargava
    
    
    1
    
    
    £
    0.9971
    
    
    
    100,000
    
    
    £
    3.5000
    
    
    
    106,850
    
    
    
    
    
    
    
    135,000
    
    
    $
    20.00
    
    
    
    
    
    
    
    
    
    
    
    26,250
    
    
    $
    27.75
    
    
    
    Jeremy Young
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Guy Sochovsky
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Eric B. Herr
    
    
    
    
    
    
    
    
    
    
    14,000
    
    
    $
    20.00
    
    
    
    Deepak S. Parekh
    
    
    
    
    
    
    
    
    
    
    14,000
    
    
    $
    20.00
    
    
    
    Richard O. Bernays (1)
    
    
    
    
    
    
    
    
    
    
    14,000
    
    
    $
    28.87
    
    
    
    Anthony
Armitage Greener (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Executive OfficersZubin Dubash
    
    
    67,244
    
    
    £
    1.5000
    
    
    
    66,667
    
    
    £
    1.5000
    
    
    
    30,07825,000
    
    
    £
    3.5000
    
    
    
    50,000
    
    
    £
    3.5000
    
    
    
    6,666
    
    
    £
    7.0000
    
    
    
    13,334
    
    
    £
    7.0000
    
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    $
    20.00
    
    
    
    
    
    
    
    
    
    
    
    11,719
    
    
    $
    27.75
    
    
    
    Alan Stephen Dunning
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    $
    20.00
    
    
    
    18,227
    
    
    
    
    
    
    
    5,484
    
    
    $
    27.75
    
    
    
    Anup Gupta
    
    
    1,666
    
    
    £
    3.0000
    
    
    
    1,668
    
    
    £
    3.0000
    
    
    
    24,805
    
    
    
    
    
    
    
    46,667
    
    
    £
    3.5000
    
    
    
    
    
    
    
    
    
    
    
    13,334
    
    
    £
    7.0000
    
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    $
    20.00
    
    
    
    
    
    
    
    
    
    
    
    5,000
    
    
    $
    30.31
    
    
    
    
    
    
    
    
    
    
    
    8,203
    
    
    $
    27.75
    
    
    
    Bernard
Donoghue (3)
    
    
    
    
    
    
    
    
    
    
    2,500
    
    
    $
    20.00
    
    
    
    9,020
    
    
    
    5,180
    
    
    $
    27.75
    
    
    
    J.J. Selvadurai
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    $
    20.00
    
    
    
    24,840
    
    
    
    
    
    
    
    5,000
    
    
    $
    30.21
    
    
    
    
    
    
    
    
    
    
    
    8,227
    
    
    $
    27.75
    
    
    
    Anish Nanavaty
    
    
    2
    
    
    £
    1.5000
    
    
    
    6,666
    
    
    £
    1.5000
    
    
    
    4,5001,666
    
    
    £
    7.0000
    
    
    
    3,334
    
    
    £
    7.0000
    
    
    
    
    
    
    
    
    
    
    
    2,500
    
    
    $
    20.00
    
    
    
    
    
    
    
    
    
    
    
    2,150
    
    
    $
    27.75
    
    
    
    Arjun Singh
    
    
    
    
    
    
    
    
    
    
    62,500
    
    
    $
    28.35
    
    
    
    41,445
    
    
    
    
    
    
    
    6,797
    
    
    $
    27.75
    
    
    
    
 
 Notes:(1)
    
    Appointed as a director in November 2006.(2)
    
    Appointed as a director in June 2007. The information in this
table excludes the options to purchase 14,000 shares granted to Sir Anthony Armitage
Greener in June 2007.(3)
    
    Appointed as Chief Executive Officer  WNS Assistance in May 2007. 66




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ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
 A. Major Shareholders
    Name of Beneficial Owner
    
    Number of Shares Beneficially Owned
    
    Percentage Beneficially OwnedWarburg Pincus(1)
    
    21,366,644
    
    51.00%FMR Corp.(2)
    
    4,129,951
    
    9.86%Tiger Global Management, L.L.C.(3)
    
    2,246,266
    
    5.36%
 
 Notes:(1)
    
    Information 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)
    
    Information based on a report on Schedule 13G jointly filed with the Commission on May 10,
2007 by FMR Corp., Edward C. Johnson 3d, Chairman of FMR Corp., Fidelity Management & Research
Company and Fidelity Mid Cap Stock Fund. FMR Corp. and Mr. Johnson reported that they each
have sole voting and investment power for all the 4,129,951 ordinary shares.(3)
    
    Information based on a report on Schedule 13G jointly filed with the Commission on September
26, 2006 by Mr. 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. Tiger also
serves as the investment manager of an offshore investment vehicle. Mr. Coleman is the
managing member of Tiger. Accordingly, Tiger may be deemed to beneficially own the securities
owned by the various entities managed by Tiger.   67




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Related Party Transactions
        68




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C. Interests of Experts and Counsel
  
 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 one year
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.
 69




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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
    
    LowSecond quarter of fiscal
2007
    
    $
    29.85
    
    
    $
    20.79Third quarter of fiscal 2007
    
    
    34.63
    
    
    
    27.70Fourth quarter of fiscal
2007
    
    
    35.83
    
    
    
    28.00First quarter of fiscal 2008 (as of May 31,
2007)
    
    
    29.50
    
    
    
    24.61December 2006
    
    
    34.24
    
    
    
    28.37January 2007
    
    
    34.32
    
    
    
    28.22February 2007
    
    
    35.83
    
    
    
    30.00March 2007
    
    
    32.42
    
    
    
    28.00April 2007
    
    
    29.50
    
    
    
    26.05May 2007
    
    
    28.53
    
    
    
    24.61
 B. Plan of Distribution
  C. Markets
  D. Selling Shareholders
  E. Dilution
  70




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F. Expenses of the Issue
  
 ITEM 10. ADDITIONAL INFORMATION
 A. Share Capital
  B. Memorandum and Articles of Association
 General
     Share Capital
  71




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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
    
    
    the consideration of our annual financial statements and report of our directors and auditors;
    
    the election of directors (if necessary);
 72




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##### Table of Contents




    
    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
    Dividends
    73




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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 respect of only one class of shares;
    
    it is in favor of a single transferee or not more than four joint transferees;
    
    it is duly stamped, if so required; and
    
    it is delivered for registration to our registered office for the time being or another place that we may from time to
time determine accompanied by the certificate for the shares to which it relates and any other evidence as we may
reasonably require to prove the right of the transferor or person renouncing to make the transfer or renunciation.
 Share register
  Variation of rights
 mutatis mutandis,
 74




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##### Table of Contents



pari passu
 Capital calls
 provided that
  Borrowing powers
  Issue of shares and preemptive rights
   Directors powers
  75




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##### Table of Contents



Meetings of the board of directors
 provided that provided
further that
   Remuneration of directors
    Directors interests in contracts
  Restrictions on directors voting
  76




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Number of directors
  Directors appointment, resignation, disqualification and removal
    Capitalization of profits and reserves
   Unclaimed dividends
  Indemnity, limitation of liability and officers liability insurance
  77




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Distribution of assets on a winding-up
   78




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Other Jersey Law considerations
 Purchase of own shares
    Mandatory purchases and acquisitions
   Compromises and arrangements
   No pre-emptive rights
  No mandatory offer requirements
  Non-Jersey Shareholders
  79




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##### Table of Contents



Rights of Minority Shareholders
   Jersey Law and our Memorandum and Articles of Association
  
    
    controlling possible conflicts of interests between us and our directors, such as loans by us or directors, and
contracts between us and our directors other than a duty on directors to disclose an interest in any transaction to be
entered into by us or any of our subsidiaries which to a material extent conflicts with our interest;
    
    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.
 80




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##### Table of Contents



Corporate Law Issue
    
    Delaware Law
    
    Jersey LawInterested Director
Transactions
    
    Interested director
transactions are
not voidable if (i)
the material facts
as to the
interested
directors
relationship or
interests are
disclosed or are
known to the board
of directors and
the board in good
faith authorizes
the transaction by
the affirmative
vote of a majority
of the
disinterested
directors, (ii) the
material facts are
disclosed or are
known to the
shareholders
entitled to vote on
such transaction
and the transaction
is specifically
approved in good
faith by vote of
the majority of
shares entitled to
vote on the matter
or (iii) the
transaction is fair
as to the
corporation as of
the time it is
authorized,
approved or
ratified by the
board of
directors, a
committee or the
shareholders.
    
    A director of a
Jersey company who
has an interest in
a transaction
entered into or
proposed to be
entered into by the
company or by a
subsidiary which
conflicts or may
conflict with the
interests of the
company and of
which the director
is aware, must
disclose the
interest to the
company. Failure to
disclose an
interest entitles
the company or a
member to apply to
the court for an
order setting aside
the transaction
concerned and
directing that the
director account to
the company for any
profit. A
transaction is not
voidable and a
director is not
accountable
notwithstanding a
failure to disclose
if the transaction
is confirmed by
special resolution
and the nature and
extent of the
directors interest
in the transaction
are disclosed in
reasonable detail
in the notice
calling the meeting
at which the
resolution is
passed. Without
prejudice to its
power to order that
a director account
for any profit, a
court shall not set
aside a transaction
unless it is
satisfied that the
interests of third
parties who have
acted in good faith
thereunder would
not thereby be
unfairly prejudiced
and the transaction
was not reasonable
and fair in the
interests of the
company at the time
it was entered
into.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.
 81




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##### Table of Contents



Corporate Law Issue
    
    Delaware Law
    
    Jersey LawLimitations on
Directors Liability
    
    A Delaware
corporation may
include in its
certificate of
incorporation
provisions limiting
the personal
liability of its
directors to the
corporation or its
shareholders for
monetary damages
for many types of
breach of fiduciary
duty. However,
these provisions
may not limit
liability for any
breach of the duty
of loyalty, acts or
omissions not in
good faith or that
involve intentional
misconduct or a
knowing violation
of law, the
authorization of
unlawful dividends,
shares repurchases
or shares barring
redemptions, or any
transaction from
which a director
derived an improper
personal benefit.
Moreover, these
provisions would
not be likely to
bar claims arising
under US federal
securities laws.
    
    The 1991 Law does
not contain any
provisions
permitting Jersey
companies to limit
the liability of
directors for
breach of fiduciary
duty.
Any provision,
whether contained
in the articles of
association of, or
in a contract with,
a Jersey company or
otherwise, whereby
the company or any
of its subsidiaries
or any other
person, for some
benefit conferred
or detriment
suffered directly
or indirectly by
the company, agrees
to exempt any
person from, or
indemnify any
person against, any
liability which by
law would otherwise
attach to the
person by reason of
the fact that the
person is or was an
officer of the
company is void
(subject to what is
said below).Indemnification of Directors
and Officers
    
    A Delaware
corporation may
indemnify a
director or officer
of the corporation
against expenses
(including
attorneys fees),
judgments, fines
and amounts paid in
settlement actually
and reasonably
incurred in defense
of an action, suit
or proceeding by
reason of his or
her position if (i)
the director or
officer acted in
good faith and in a
manner he or she
reasonably believed
to be in or not
opposed to the best
interests of the
corporation and
(ii) with respect
to any criminal
action or
proceeding, the
director or officer
had no reasonable
cause to believe
his or her conduct
was unlawful.
    
    The prohibition
referred to above
does not apply to a
provision for
exempting a person
from or
indemnifying the
person against (a)
any liabilities
incurred in
defending any
proceedings
(whether civil or
criminal) (i) in
which judgment is
given in the
persons favor or
the person is
acquitted, (ii)
which are
discontinued
otherwise than for
some benefit
conferred by the
person or on the
persons behalf or
some detriment
suffered by the
person, or (iii)
which are settled
on terms which
include such
benefit or
detriment and, in
the opinion of a
majority of the
directors of the
company (excluding
any director who
conferred such
benefit or on whose
behalf such benefit
was conferred or
who suffered such
detriment), the
person was
substantially
successful on the
merits in the
persons resistance
to the proceedings,
(b) any liability
incurred otherwise
than to the company
if the person acted
in good faith with
a view to the best
interests of the
company, (c) any
liability incurred
in connection with
an application made
to the court for
relief from
liability for
negligence,
default, breach of
duty or breach of
trust under Article
212 of the 1991 Law
in which relief is
granted to the
person by the court
or (d) any
liability against
which the company
normally maintains
insurance for
persons other than
directors.Appraisal Rights
    
    A shareholder of a
Delaware
corporation
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.
 82




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##### Table of Contents



Corporate Law Issue
    
    Delaware Law
    
    Jersey LawShareholder 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.Amendments 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-thirds
majority) passed by
shareholders in
general meeting or
by written
resolution signed
by all the
shareholders
entitled to vote.
 Governance Standards for Listed Companies
   83




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##### Table of Contents



Transfer Agent and Registrar
  C. Material Contracts
  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.
  Stock Purchase Agreement, dated November 8, 2005, by and among WNS (Holdings) Limited, Trinity
Partners Incorporated, First Magnus Financial Corporation, First Magnus Consulting LLC, Mr. Vivek
Shivpuri, Mr. Amit Gujral, Mr. Arvind Srivastava, Mr. Francesco Paolo and other minority
shareholders of Trinity Partners Incorporated party thereto.
  Lease
Deed dated January 25, 2006 between DLF Cyber City and WNS
Global Services (Private) Limited.
  84




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##### Table of Contents



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.
  85




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Leave and License Agreements dated December 29, 2006 between Sofotel Software Services Private
Limited and WNS Global Services (Private) Ltd.
  86




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D. Exchange Controls
  87




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##### Table of Contents



Exchange Rates
   Period End(1)
    
    Average(2)
    
    High
    
    LowFiscal Year:2003
    
    Rs.
    47.53
    
    
    Rs.
    48.36
    
    
    Rs.
    49.07
    
    
    Rs.
    47.532004
    
    
    43.40
    
    
    
    45.78
    
    
    
    47.46
    
    
    
    43.402005
    
    
    43.62
    
    
    
    44.87
    
    
    
    46.45
    
    
    
    43.272006
    
    
    44.48
    
    
    
    44.21
    
    
    
    46.26
    
    
    
    43.052007
    
    
    43.10
    
    
    
    45.06
    
    
    
    46.83
    
    
    
    42.78
 Period End(1)
    
    Average(3)
    
    High
    
    LowMonth:December 2006
    
    Rs.
    44.11
    
    
    Rs.
    44.48
    
    
    Rs.
    44.70
    
    
    Rs.
    44.11January 2007
    
    
    44.07
    
    
    
    44.21
    
    
    
    44.49
    
    
    
    44.07February 2007
    
    
    44.08
    
    
    
    44.02
    
    
    
    44.21
    
    
    
    43.87March 2007
    
    
    43.10
    
    
    
    43.79
    
    
    
    44.43
    
    
    
    42.78April 2007
    
    
    41.04
    
    
    
    42.02
    
    
    
    43.05
    
    
    
    40.56May 2007
    
    
    40.36
    
    
    
    40.57
    
    
    
    41.04
    
    
    
    40.14
 
 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.(3)
    
    Represents the average of the noon buying rate for all days during the period.  Period End(1)
    
    Average(2)
    
    High
    
    LowFiscal Year:2003
    
    £
    0.63
    
    
    £
    0.64
    
    
    £
    0.70
    
    
    £
    0.612004
    
    
    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
    
    
    
    0.50
 Period End(1)
    
    Average(3)
    
    High
    
    LowMonth:December 2006
    
    £
    0.51
    
    
    £
    0.51
    
    
    £
    0.51
    
    
    £
    0.51January 2007
    
    
    0.51
    
    
    
    0.51
    
    
    
    0.52
    
    
    
    0.50February 2007
    
    
    0.51
    
    
    
    0.51
    
    
    
    0.51
    
    
    
    0.51March 2007
    
    
    0.51
    
    
    
    0.51
    
    
    
    0.52
    
    
    
    0.51April 2007
    
    
    0.50
    
    
    
    0.50
    
    
    
    0.51
    
    
    
    0.50May 2007
    
    
    0.51
    
    
    
    0.50
    
    
    
    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.(3)
    
    Represents the average of the noon buying rate for all days during the period. 88




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E. Taxation
 Jersey Tax Consequences
 General
       89




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Taxation of Dividends
   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.
 90




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##### Table of Contents



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
    91




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##### Table of Contents



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.
      92




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
    
    the excess distribution or gain will be allocated ratably over your holding period for
the ADSs or ordinary shares,
    
    the amount allocated to the current taxable year, and any taxable year prior to the
first taxable year in which we became a PFIC, will be treated as ordinary income, and
    
    the amount allocated to each other year will be subject to tax at the highest tax rate
in effect for that year and the interest charge normally applicable to underpayments of tax
will be imposed on the resulting tax attributable to each such year.
     de minimis
  93




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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
    94




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B. Risk Management Procedures
  Components of Market Risk
 Exchange Rate Risk
   Interest Rate Risk
  Credit Risk
  
 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
  95




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##### Table of Contents



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
 Disclosure Controls and Procedures
   Internal Control over Financial Reporting
   
    
    Improved our corporate accounting and financial reporting function by hiring additional
finance and accounting personnel with financial reporting expertise,
including senior level finance personnel with US GAAP experience;
    
    Commenced a training program designed to ensure that finance and accounting personnel
receive timely training on US GAAP and current developments on US GAAP accounting issues;
 96




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##### Table of Contents




    
    Engaged the services of an internationally recognized external consulting firm to assist
us on an on-going basis to analyze and understand the US GAAP accounting impact of material
current and proposed new transactions;
    
    Established formal review and sign-off procedures relating to our financial statement
close process and regular discussions with our independent auditors on accounting issues
relating to non-routine transactions;
    
    Designed, tested and in the process of implementing the global consolidation function
within our existing financial accounting system which will automate the consolidation
process relating to our financial statement close procedures and facilitate the generation
of financial reports; and
    
    Established formal procedures for the approval of related party transactions.
  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
  Fiscal2007
    
    2006(in thousands)Audit fees
    
    $
    400,000
    
    
    $
    620,000Audit-related fees
    
    
    250,000
    
    
    
    80,000Tax fees
    
    
    327,414
    
    
    
    92,000All other fees
    
    
    224,900
    
    
    
    1,950,000
 Audit fees.
 97




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##### Table of Contents



Audit-related fees.
 Tax fees.
 All other fees.
 Audit Committee Pre-approval Process
 de minimus
 
 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
  
 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
  
 PART III
 
 ITEM 17. FINANCIAL STATEMENTS
  
 ITEM 18. FINANCIAL STATEMENTS
  Consolidated Financial StatementsReport of Independent Registered Public Accounting Firm
    
    
    F-2Consolidated Balance Sheets as at March 31, 2007 and 2006
    
    
    F-3Consolidated Statements of Operations for the years ended March 31, 2007, 2006 and 2005
    
    
    F-4Consolidated Statements of Shareholders Equity for the years ended March 31, 2007, 2006 and 2005
    
    
    F-5Consolidated Statements of Cash Flows for the years ended March 31, 2007, 2006 and 2005
    
    
    F-6Notes to Consolidated Financial Statements
    
    
    F-7
 98




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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 to 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 to 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 dated as of July 18, 2006 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 to the Registration Statement on Form F-1 (File No. 333-135590) of WNS (Holdings)
Limited, as filed with the Commission on July 13, 2006.2.2
    
    Specimen Ordinary Share Certificate of WNS (Holdings) Limited  incorporated by
reference to Exhibit 4.4 to 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.4.2*
    
    Lease Deed dated January 25,
2006 between DLF Cyber City and WNS Global Services (Private) Ltd.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 to 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 to 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 10.4.6*
    
    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 10.4.7
    
    Leave and License Agreement dated May 30, 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 to the Registration Statement on Form F-1 (File No.
333-135590) of WNS (Holdings) Limited, as filed with the Commission on July 3, 2006.
 99




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##### Table of Contents



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.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.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.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.4.12
    
    WNS (Holdings) Limited 2002 Stock Incentive Plan  incorporated by reference to Exhibit
10.10 to 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 to the Registration Statement on Form F-1 (File No. 333-135590) of WNS
(Holdings) Limited, as filed with the Commission on July 3, 2006.8.1*
    
    List of subsidiaries of WNS (Holdings) Limited.12.1 *
    
    Certification by the Chief Executive Officer to 17 CFR 240, 15d-14(a), as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.12.2 *
    
    Certification by the Chief Financial Officer to 17 CFR 240, 15d-14(a), as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 100




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##### Table of Contents



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. 101




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WNS (HOLDINGS) LIMITEDBy:
    
    /s/ Neeraj BhargavaName:
    
    Neeraj BhargavaTitle:
    
    Chief Executive Officer
 102




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##### Table of Contents



INDEX TO WNS (HOLDINGS) LIMITEDS CONSOLIDATED FINANCIAL STATEMENTS
 Consolidated Financial Statements
 Report of Independent Registered Public Accounting Firm
    
    
    F-2Consolidated Balance Sheets as of March 31, 2007 and 2006
    
    
    F-3Consolidated Statements of Operations for the years ended March 31, 2007, 2006 and 2005
    
    
    F-4Consolidated Statements of Shareholders Equity for the years ended March 31, 2007, 2006 and 2005
    
    
    F-5Consolidated Statements of Cash Flows for the years ended March 31, 2007, 2006 and 2005
    
    
    F-6Notes to Consolidated Financial Statements
    
    
    F-7




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    Share-Based
Payment Employers Accounting for Defined Benefit
Pension and Other Postretirement Plans,
 ERNST & YOUNGMumbai, India




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##### Table of Contents



WNS (HOLDINGS) LIMITED
 
 CONSOLIDATED BALANCE SHEETS
 (Amounts in thousands, except share and per share data)
 March 31,2007
    
    
    2006ASSETSCurrent assets:Cash and cash equivalents
    
    $
    112,340
    
    
    $
    18,549Bank deposits
    
    
    12,000
    
    
    
    Accounts receivable, net of allowance of $364 and $373, respectively
    
    
    40,340
    
    
    
    25,976Accounts receivable  related parties
    
    
    252
    
    
    
    2,105Funds held for clients
    
    
    6,589
    
    
    
    3,047Employee receivables
    
    
    1,289
    
    
    
    922Prepaid expenses
    
    
    2,162
    
    
    
    1,225Prepaid income taxes
    
    
    3,225
    
    
    
    2,488Deferred tax assets
    
    
    701
    
    
    
    353Other current assets
    
    
    4,524
    
    
    
    2,730Total current assets
    
    
    183,422
    
    
    
    57,395Goodwill
    
    
    37,356
    
    
    
    33,774Intangible assets, net
    
    
    7,091
    
    
    
    8,713Property and equipment, net
    
    
    41,830
    
    
    
    30,623Deposits
    
    
    3,081
    
    
    
    2,990Deferred tax assets
    
    
    3,101
    
    
    
    1,308TOTAL ASSETS
    
    $
    275,881
    
    
    $
    134,803LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    18,505
    
    
    $
    22,238Accounts payable  related parties
    
    
    246
    
    
    
    836Accrued employee costs
    
    
    18,492
    
    
    
    11,173Deferred revenue  current
    
    
    9,827
    
    
    
    8,994Income taxes payable
    
    
    88
    
    
    
    726Obligation under capital leases  current
    
    
    13
    
    
    
    184Deferred tax liabilities
    
    
    
    
    
    
    368Other current liabilities
    
    
    16,239
    
    
    
    8,781Total current liabilities
    
    
    63,410
    
    
    
    53,300Obligation under capital leases  non current
    
    
    
    
    
    
    2Deferred revenue  non current
    
    
    5,051
    
    
    
    Deferred rent
    
    
    1,098
    
    
    
    824Accrued pension liability
    
    
    771
    
    
    
    163Deferred tax liabilities  non current
    
    
    23
    
    
    
    2,350Commitments and contingenciesShareholders equity:Ordinary shares, $0.16 (10 pence) par value, Authorized: 50,000,000 and
40,000,000 shares, respectively;Issued and outstanding: 41,842,879 and 35,321,511 shares, respectively
    
    
    6,519
    
    
    
    5,290Additional paid-in-capital
    
    
    154,952
    
    
    
    62,228Ordinary shares subscribed: 30,022 and 4,346 shares, respectively
    
    
    137
    
    
    
    10Retained earnings
    
    
    30,685
    
    
    
    4,104Deferred share-based compensation
    
    
    
    
    
    
    (582
    )Accumulated other comprehensive income
    
    
    13,235
    
    
    
    7,114Total shareholders equity
    
    
    205,528
    
    
    
    78,164TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    275,881
    
    
    $
    134,803
 See accompanying notes.




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##### Table of Contents



WNS (HOLDINGS) LIMITED
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (Amounts in thousands, except per share data)
 Year ended March 31,2007
    
    
    2006
    
    
    2005RevenueThird parties
    
    $
    345,216
    
    
    $
    186,500
    
    
    $
    144,666Related parties
    
    
    7,070
    
    
    
    16,309
    
    
    
    17,507352,286
    
    
    
    202,809
    
    
    
    162,173Cost of revenue (a)
    
    
    271,174
    
    
    
    145,730
    
    
    
    140,254Gross profit
    
    
    81,112
    
    
    
    57,079
    
    
    
    21,919Operating expensesSelling, general and administrative expenses (a)
    
    
    52,461
    
    
    
    36,347
    
    
    
    24,887Amortization of intangible assets
    
    
    1,896
    
    
    
    856
    
    
    
    1,416Operating income (loss)
    
    
    26,755
    
    
    
    19,876
    
    
    
    (4,384
    )Other income, net (a)
    
    
    2,500
    
    
    
    456
    
    
    
    172Interest expense
    
    
    (100
    )
    
    
    (429
    )
    
    
    (496
    )Income (loss) before income taxes
    
    
    29,155
    
    
    
    19,903
    
    
    
    (4,708
    )Provision for income taxes
    
    
    (2,574
    )
    
    
    (1,574
    )
    
    
    (1,068
    )Net income (loss)
    
    $
    26,581
    
    
    $
    18,329
    
    
    $
    (5,776
    )Basic income (loss) per share
    
    $
    0.69
    
    
    $
    0.56
    
    
    $
    (0.19
    )Diluted income (loss) per share
    
    
    0.65
    
    
    
    0.52
    
    
    
    (0.19
    )(a) Includes the following related party amounts:Cost of revenue
    
    $
    1,849
    
    
    $
    1,250
    
    
    $
    1,756Selling, general and administrative expenses
    
    
    793
    
    
    
    481
    
    
    
    402Other income
    
    
    368
    
    
    
    250
    
    
    
    
 See accompanying notes.




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##### Table of Contents



WNS (HOLDINGS) LIMITED
 
 CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
 YEARS ENDED MARCH 31, 2007, 2006 AND 2005
 (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 April 1, 2004
    
    
    30,795,888
    
    
    $
    4,510
    
    
    $
    42,433
    
    
    $
    233
    
    
    $
    (8,449
    )
    
    $
    (88
    )
    
    $
    8,021
    
    
    $
    46,660Shares issued for exercised options
    
    
    398,665
    
    
    
    75
    
    
    
    667
    
    
    
    (233
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    509Stock options exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    157
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    157Stock options forfeited
    
    
    
    
    
    
    
    
    
    
    (7
    )
    
    
    
    
    
    
    
    
    
    
    7
    
    
    
    
    
    
    
    Deferred share-based compensation
    
    
    
    
    
    
    
    
    
    
    429
    
    
    
    
    
    
    
    
    
    
    
    (429
    )
    
    
    
    
    
    
    Amortization of deferred share-based
compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    222
    
    
    
    
    
    
    
    222Comprehensive loss:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,776
    )
    
    
    
    
    
    
    
    
    
    
    (5,776
    )Foreign currency translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,179
    
    
    
    1,179Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,597
    )Balance 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 translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (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 translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,922
    
    
    
    5,922Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,840Balance at March 31, 2007
    
    
    41,842,879
    
    
    $
    6,519
    
    
    $
    154,952
    
    
    $
    137
    
    
    $
    30,685
    
    
    $
    
    
    
    $
    13,235
    
    
    $
    205,528
 See accompanying notes.




---



##### Table of Contents



WNS (HOLDINGS) LIMITED
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Amounts in thousands)
 Year ended March 31,2007
    
    
    2006
    
    
    2005Cash flows from operating activitiesNet income (loss)
    
    $
    26,581
    
    
    $
    18,329
    
    
    $
    (5,776
    )Adjustments to reconcile net income (loss) to net cash provided by operating activities:Depreciation and amortization
    
    
    16,662
    
    
    
    11,308
    
    
    
    9,857Share-based compensation
    
    
    3,683
    
    
    
    1,922
    
    
    
    239Amortization of deferred financing cost
    
    
    
    
    
    
    125
    
    
    
    15Allowance for doubtful accounts
    
    
    (33
    )
    
    
    101
    
    
    
    69Gain on sale of property and equipment
    
    
    (57
    )
    
    
    (32
    )
    
    
    Deferred income taxes
    
    
    (4,122
    )
    
    
    (1,028
    )
    
    
    (71
    )Excess tax benefits from share-based compensation
    
    
    (5,692
    )
    
    
    
    
    
    
    Changes in operating assets and liabilities, net of effect of acquisitions:Accounts receivable
    
    
    (10,022
    )
    
    
    (2,976
    )
    
    
    (8,687
    )Other current assets
    
    
    (6,629
    )
    
    
    628
    
    
    
    (503
    )Deposits
    
    
    (37
    )
    
    
    (1,067
    )
    
    
    (779
    )Accounts payable
    
    
    (5,975
    )
    
    
    (290
    )
    
    
    (1,990
    )Deferred revenue
    
    
    8,159
    
    
    
    (2,193
    )
    
    
    5,887Other liabilities
    
    
    16,800
    
    
    
    10,019
    
    
    
    3,560Net cash provided by operating activities
    
    
    39,318
    
    
    
    34,846
    
    
    
    1,821Cash flows from investing activitiesAcquisitions, net of cash acquired
    
    
    (938
    )
    
    
    (3,862
    )
    
    
    Purchase of property and equipment (See Note 12)
    
    
    (27,475
    )
    
    
    (14,893
    )
    
    
    (18,267
    )Proceeds from sale of property and equipment
    
    
    1,841
    
    
    
    77
    
    
    
    Bank deposits
    
    
    (12,000
    )
    
    
    
    
    
    
    Net cash used in investing activities
    
    
    (38,572
    )
    
    
    (18,678
    )
    
    
    (18,267
    )Cash flows from financing activitiesProceeds from IPO, net of expenses
    
    
    78,787
    
    
    
    
    
    
    
    Excess tax benefits from share-based compensation
    
    
    5,692
    
    
    
    
    
    
    
    Ordinary shares issued and subscribed
    
    
    6,672
    
    
    
    3,942
    
    
    
    666Principal payments under capital leases
    
    
    (173
    )
    
    
    (299
    )
    
    
    (372
    )Proceeds from note payable, net of financing cost
    
    
    
    
    
    
    
    
    
    
    9,860Repayment of note payable
    
    
    
    
    
    
    (10,000
    )
    
    
    Net cash provided by (used in) financing activities
    
    
    90,978
    
    
    
    (6,357
    )
    
    
    10,154Effect of exchange rate changes on cash and cash equivalents
    
    
    2,068
    
    
    
    (361
    )
    
    
    566Net increase (decrease) in cash and cash equivalents
    
    
    93,791
    
    
    
    9,450
    
    
    
    (5,726
    )Cash and cash equivalents at beginning of year
    
    
    18,549
    
    
    
    9,099
    
    
    
    14,825Cash and cash equivalents at end of year
    
    $
    112,340
    
    
    $
    18,549
    
    
    $
    9,099Supplemental disclosure of cash flow information:Cash paid for interest
    
    $
    118
    
    
    $
    440
    
    
    $
    424Cash paid (refund) for income taxes
    
    
    709
    
    
    
    2,288
    
    
    
    (749
    )Assets acquired under capital leases
    
    
    
    
    
    
    
    
    
    
    115Shares issued for the acquisition of Trinity Partners Inc.
    
    
    
    
    
    
    13,747
    
    
    
    
 See accompanying notes.




---



##### Table of Contents



WNS (HOLDINGS) LIMITED
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31, 2007
 (Amounts in thousands, except per share data)
 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
  2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Basis of preparation
   Use of estimates
  Foreign currency translation
   Revenue recognition




---



##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
(Amounts in thousands, except per share data)
    Reporting Revenue Gross as a Principal versus Net as an Agent.
 Cost of revenue




---



##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
(Amounts in thousands, except per share data)
  Cash and cash equivalents
  Bank deposits
  Funds held for clients
  Accounts receivable
   Year ended March 31,2007
    
    
    2006
    
    
    2005Balance at the beginning of the year
    
    $
    373
    
    
    $
    284
    
    
    $
    210Charged to operations
    
    
    164
    
    
    
    134
    
    
    
    217Write-off, net of collections
    
    
    (132
    )
    
    
    (20
    )
    
    
    (83
    )Reversal
    
    
    (65
    )
    
    
    (13
    )
    
    
    (65
    )Translation adjustment
    
    
    24
    
    
    
    (12
    )
    
    
    5Balance at the end of the year
    
    $
    364
    
    
    $
    373
    
    
    $
    284




---



##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
(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
   Goodwill and intangible assets
   Asset description
    
    Asset life (in months)Customer contracts and customer relationship
    
    24  60*Know-how
    
    24Covenant not-to-compete
    
    24
 
 *
    
    The weighted average amortization period for intangibles from the date of purchase is 59 months




---



##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
(Amounts in thousands, except per share data)
 Income taxes
 Accounting for Income Taxes
  Employee benefits
 Defined contribution plans
     Defined benefit plan
  F-11




---



##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
(Amounts in thousands, except per share data)
 Employer Accounting for Defined Benefit Pension and Other Post Retirement Plans, an
amendment of FASB Statements No. 87, 88, 106 and 132 (R) Employers Accounting for Pensions
 Advertising costs
  Derivative financial instruments
 Accounting for Derivative Instruments and Hedging Activities
    F-12




---



##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
(Amounts in thousands, except per share data)
 Earnings per share
   Year ended March 31,2007
    
    
    2006
    
    
    2005Numerator:Net income (loss)
    
    $
    26,581
    
    
    $
    18,329
    
    
    $
    (5,776
    )Denominator:Basic weighted average ordinary shares outstanding
    
    
    38,608,188
    
    
    
    32,874,299
    
    
    
    30,969,658Dilutive impact of stock options
    
    
    2,512,309
    
    
    
    2,155,467
    
    
    
    Diluted weighted average ordinary shares outstanding
    
    
    41,120,497
    
    
    
    35,029,766
    
    
    
    30,969,658
 Share-based compensation
 Share-Based Payment Accounting for Stock Issued to Employees Accounting for Stock-Based Compensation
     F-13




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
(Amounts in thousands, except per share data)
  Fair value of financial instruments
  Concentration of risk
   Reclassifications
  Recently issued accounting standards
 Accounting for Uncertainty in
Income Taxes Accounting for Income Taxes
 Fair Value Measurements
 The Fair Value Option for Financial Assets and
Financial Liabilities
 F-14




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
(Amounts in thousands, except per share data)
 3. ACQUISITIONS
 Business Combinations
    4. PROPERTY AND EQUIPMENT
  March 31,2007
    
    
    2006Computers and software
    
    $
    37,753
    
    
    $
    27,021Furniture, fixtures and office equipment
    
    
    29,217
    
    
    
    19,915Vehicles
    
    
    1,710
    
    
    
    1,012Leasehold improvements
    
    
    17,884
    
    
    
    9,857Capital work-in-progress
    
    
    776
    
    
    
    1,87487,340
    
    
    
    59,679Accumulated depreciation and amortization
    
    
    (45,510
    )
    
    
    (29,056
    )Property and equipment, net
    
    $
    41,830
    
    
    $
    30,623
   F-15




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
(Amounts in thousands, except per share data)
 5. GOODWILL AND INTANGIBLES
  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
 March 31, 2006AccumulatedGross
    
    
    amortization
    
    
    NetCustomer contracts
    
    $
    12,945
    
    
    $
    6,396
    
    
    $
    6,549Customer relationships
    
    
    2,340
    
    
    
    176
    
    
    
    2,164Know-how
    
    
    310
    
    
    
    310
    
    
    
    Covenant not-to-compete
    
    
    100
    
    
    
    100
    
    
    
    $
    15,695
    
    
    $
    6,982
    
    
    $
    8,713
  Year ending March 31
    
    Amount2008
    
    $
    1,9942009
    
    
    1,9622010
    
    
    1,9342011
    
    
    1,201$
    7,091
 F-16




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
(Amounts in thousands, except per share data)
  WNS
    
    
    WNS AutoGlobal BPO
    
    
    Claims BPO
    
    
    TotalBalance at April 1, 2005
    
    $
    4,132
    
    
    $
    22,418
    
    
    $
    26,550Goodwill arising on acquisition
    
    
    8,889
    
    
    
    
    
    
    
    8,889Foreign currency translation
    
    
    (65
    )
    
    
    (1,600
    )
    
    
    (1,665
    )Balance at March 31, 2006
    
    
    12,956
    
    
    
    20,818
    
    
    
    33,774Goodwill arising on acquisitions
    
    
    897
    
    
    
    
    
    
    
    897Foreign currency translation
    
    
    84
    
    
    
    2,601
    
    
    
    2,685Balance at March 31, 2007
    
    $
    13,937
    
    
    $
    23,419
    
    
    $
    37,356
 6. INCOME TAXES
  March 31,2007
    
    
    2006
    
    
    2005Current taxesDomestic taxes
    
    $
    
    
    
    $
    
    
    
    $
    Foreign taxes
    
    
    (6,696
    )
    
    
    (2,602
    )
    
    
    (1,139
    )(6,696
    )
    
    
    (2,602
    )
    
    
    (1,139
    )Deferred taxesDomestic taxes
    
    
    
    
    
    
    
    
    
    
    Foreign taxes
    
    
    4,122
    
    
    
    1,028
    
    
    
    714,122
    
    
    
    1,028
    
    
    
    71$
    (2,574
    )
    
    $
    (1,574
    )
    
    $
    (1,068
    )
  Year ended March 31,Jurisdiction
    
    2007
    
    
    2006
    
    
    2005India
    
    $
    19,909
    
    
    $
    16,053
    
    
    $
    (7,416
    )United States
    
    
    1,401
    
    
    
    (1,163
    )
    
    
    420United Kingdom
    
    
    6,517
    
    
    
    5,821
    
    
    
    1,653Other
    
    
    1,328
    
    
    
    (808
    )
    
    
    635Income (loss) before income taxes
    
    $
    29,155
    
    
    $
    19,903
    
    
    $
    (4,708
    )
 F-17




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
(Amounts in thousands, except per share data)
    Year ended March 31,2007
    
    
    2006
    
    
    2005Net income (loss) before taxes
    
    $
    29,155
    
    
    $
    19,903
    
    
    $
    (4,708
    )Enacted tax rates in Jersey
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %Statutory income tax
    
    
    
    
    
    
    
    
    
    
    Provision due to:Foreign minimum alternative taxes and state taxes
    
    
    
    
    
    
    
    
    
    
    (8
    )Differential foreign tax rates
    
    
    (2,138
    )
    
    
    (1,454
    )
    
    
    (1,036
    )Others
    
    
    (436
    )
    
    
    (120
    )
    
    
    (24
    )Provision for income taxes
    
    $
    (2,574
    )
    
    $
    (1,574
    )
    
    $
    (1,068
    )
  March 31,2007
    
    
    2006Deferred tax assets:Property and equipment
    
    $
    1,941
    
    
    $
    1,047Net operating loss carry forward
    
    
    707
    
    
    
    1,418Accruals deductible on actual payment
    
    
    506
    
    
    
    262Share-based compensation
    
    
    673
    
    
    
    207Foreign tax credit
    
    
    252
    
    
    
    156Total deferred tax assets
    
    
    4,079
    
    
    
    3,090Less: valuation allowances
    
    
    (277
    )
    
    
    (246
    )Deferred tax assets, net of valuation allowances
    
    
    3,802
    
    
    
    2,844Deferred tax liabilities:Property and equipment
    
    
    (9
    )
    
    
    (48
    )Intangibles
    
    
    (14
    )
    
    
    (3,485
    )Tax on undistributed profits of a subsidiary
    
    
    
    
    
    
    (368
    )Total deferred tax liabilities
    
    
    (23
    )
    
    
    (3,901
    )Net deferred tax assets (liabilities)
    
    $
    3,779
    
    
    $
    (1,057
    )
 F-18




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
(Amounts in thousands, except per share data)
  March 31,2007
    
    
    2006CurrentDeferred tax assets
    
    $
    701
    
    
    $
    353Deferred tax liabilities
    
    
    
    
    
    
    (368
    )Net current deferred tax assets (liabilities)
    
    $
    $701
    
    
    $
    (15
    )Non currentDeferred tax assets
    
    $
    3,378
    
    
    $
    1,554Less: valuation allowance
    
    
    (277
    )
    
    
    (246
    )3,101
    
    
    
    1,308Deferred tax liabilities
    
    
    (23
    )
    
    
    (2,350
    )Net non current deferred tax assets (liabilities)
    
    $
    3,078
    
    
    $
    (1,042
    )
     7. DEFERRED REVENUE
  March 31,2007
    
    
    2006Payments in advance of services
    
    $
    10,946
    
    
    $
    333Advance billings
    
    
    2,743
    
    
    
    6,880Claims handling
    
    
    795
    
    
    
    1,025Other
    
    
    394
    
    
    
    756$
    14,878
    
    
    $
    8,994
  F-19




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
(Amounts in thousands, except per share data)
 8. RETIREMENT BENEFITS
 Defined contribution plans
  Year ended March 31,2007
    
    
    2006
    
    
    2005Provident fund  India
    
    $
    3,153
    
    
    $
    1,839
    
    
    $
    968Pension scheme  UK
    
    
    542
    
    
    
    404
    
    
    
    445401(k) plan  US
    
    
    422
    
    
    
    225
    
    
    
    191$
    4,117
    
    
    $
    2,468
    
    
    $
    1,604
 Defined benefit plan  gratuity
  Year ended March 31,2007
    
    
    2006Change in projected benefit obligationsObligation at beginning of the year
    
    $
    759
    
    
    $
    494Translation adjustment
    
    
    21
    
    
    
    (9
    )Service cost
    
    
    490
    
    
    
    205Interest cost
    
    
    53
    
    
    
    35Benefits paid
    
    
    (75
    )
    
    
    (65
    )Business combination
    
    
    
    
    
    
    26Actuarial loss
    
    
    23
    
    
    
    73Benefit obligation at end of the year
    
    $
    1,271
    
    
    $
    759Change in plan assetsPlan assets at beginning of the year
    
    $
    451
    
    
    $
    333Translation adjustment
    
    
    9
    
    
    
    (6
    )Actual return
    
    
    32
    
    
    
    35Actual contributions
    
    
    83
    
    
    
    154Benefits paid
    
    
    (75
    )
    
    
    (65
    )Plan assets at end of the year
    
    $
    500
    
    
    $
    451Funded status
    
    $
    (771
    )
    
    $
    (308
    )Unrecognized net loss
    
    
    
    
    
    
    145Net amount recognized
    
    $
    (771
    )
    
    $
    (163
    )Accumulated benefit obligation at end of the year
    
    $
    747
    
    
    $
    528
  F-20




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
(Amounts in thousands, except per share data)
 Year ended March 31,2007
    
    
    2006
    
    
    2005Net periodic gratuity cost
Service cost
    
    $
    490
    
    
    $
    205
    
    
    $
    143Interest cost
    
    
    53
    
    
    
    35
    
    
    
    24Expected return on plan asset
    
    
    (35
    )
    
    
    (27
    )
    
    
    (26
    )Amortization
    
    
    35
    
    
    
    8
    
    
    
    20Net periodic gratuity cost for the year
    
    $
    543
    
    
    $
    221
    
    
    $
    161
  Year ended March 31,2007
    
    2006
    
    2005Discount rate
    
    
    9.8
    %
    
    
    8.0
    %
    
    
    8.0
    %Rate of increase in compensation levels
    
    9%-11% for
5 years and
7%-9% thereafter
    
    9%  11%
for 5 years and
7%-9% thereafter
    
    9.0% for
5 years and 7.0%
thereafterRate of return on plan assets
    
    
    7.5
    %
    
    
    7.5
    %
    
    
    7.0
    %
   Year ending March 31
    
    Amount2008
    
    $
    3302009
    
    
    3492010
    
    
    3792011
    
    
    4252012
    
    
    4112013-2017
    
    
    963$
    2,857
 F-21




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
(Amounts in thousands, except per share data)
  At March 31, 2007Prior to
    
    Effect of
    
    As reported atadopting SFAS No.
    
    adopting SFAS No.
    
    March 31, 2007Accrued pension liability
    
    $
    633
    
    
    $
    138
    
    
    $
    771Accumulated other comprehensive income
    
    $
    13,373
    
    
    $
    (138
    )
    
    $
    13,235
  9. ACCUMULATED OTHER COMPREHENSIVE INCOME
  Changes in
    
    
    Cumulative
    
    
    Total accumulatedCumulative
    
    
    fair value of
    
    
    effect of
    
    
    othertranslation
    
    
    Cash flow
    
    
    adoption of
    
    
    comprehensiveadjustment
    
    
    hedges
    
    
    SFAS No. 158
    
    
    incomeBalance at April 1, 2005
    
    $
    9,200
    
    
    
    
    
    
    
    
    
    
    $
    9,200Change during the year
    
    
    (2,086
    )
    
    
    
    
    
    
    
    
    
    
    (2,086
    )Balance 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
    )
    
    $
    13,235
 F-22




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
(Amounts in thousands, except per share data)
 10. SHAREHOLDERS EQUITY
   11. SHARE BASED COMPENSATION
  Year ended March 31,2007
    
    
    2006
    
    
    2005Share based compensation recorded inCost of revenue
    
    $
    995
    
    
    $
    127
    
    
    $
    35Selling, general and administrative expenses
    
    
    2,688
    
    
    
    1,795
    
    
    
    204Total share based compensation
    
    
    3,683
    
    
    
    1,922
    
    
    
    239Recognized income tax benefit
    
    
    (671
    )
    
    
    
    
    
    
    
  Share-based options
   Weighted averageWeighted average
    
    remaining contract
    
    AggregateShares
    
    exercise price
    
    term (in years)
    
    intrinsic valueOutstanding at April 1, 2006
    
    
    3,938,404
    
    
    $
    4.39Granted
    
    
    754,000
    
    
    
    22.2Forfeited
    
    
    (127,297
    )
    
    
    8.1Lapsed
    
    
    (16,223
    )
    
    
    3.28Exercise of options
    
    
    (2,047,684
    )
    
    
    2.8Outstanding at March 31, 2007
    
    
    2,501,200
    
    
    $
    10.86
    
    
    
    8.5
    
    
    $
    45,732Options vested and exercisable
    
    
    616,590
    
    
    $
    4.8
    
    
    
    7.5
    
    
    $
    15,007Options expected to vest
    
    
    1,819,254
    
    
    $
    12.4
    
    
    
    8.5
    
    
    $
    29,659
 F-23




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
(Amounts in thousands, except per share data)
     Expected life
    
    6 yearsRisk free interest rates
    
    
    4.9
    %Volatility
    
    
    48.6
    %Dividend yield
    
    
    0
    %
  F-24




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
(Amounts in thousands, except per share data)
 Restricted Shares Units (RSUs)
    F-25




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
(Amounts in thousands, except per share data)
 12. RELATED PARTY TRANSACTIONS
 Name of the related party
    
    RelationshipWarburg Pincus
    
    Principal shareholderBritish Airways Plc. (upto July 31, 2006)
    
    Principal shareholder and significant customerFlovate Technologies Limited (Flovate)
    
    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) atYear ended March 31,
    
    March 31,Nature of transaction/related party
    
    2007
    
    2006
    
    2005
    
    2007
    
    2006RevenueBritish Airways
    
    $
    4,913
    
    
    $
    14,663
    
    
    $
    16,369
    
    
    $
    10
    
    
    $
    1,530Warburg Pincus and its affiliates
    
    
    2,157
    
    
    
    1,646
    
    
    
    1,138
    
    
    
    242
    
    
    
    288Cost of revenueFlovate
    
    
    1,849
    
    
    
    1,216
    
    
    
    1,745
    
    
    
    (134
    )
    
    
    Datacap
    
    
    
    
    
    
    34
    
    
    
    11
    
    
    
    
    
    
    
    Selling, general and administrative expenseWarburg Pincus affiliate
    
    
    202
    
    
    
    193
    
    
    
    19
    
    
    
    
    
    
    
    Flovate
    
    
    554
    
    
    
    288
    
    
    
    383
    
    
    
    
    
    
    
    Datacap
    
    
    37
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Property and equipment additionsWarburg Pincus affiliate
    
    
    2,112
    
    
    
    559
    
    
    
    1,859
    
    
    
    (17
    )
    
    
    (53
    )Flovate
    
    
    2,163
    
    
    
    1,552
    
    
    
    1,161
    
    
    
    (95
    )
    
    
    (783
    )Other incomeFlovate
    
    
    368
    
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    287
 F-26




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
(Amounts in thousands, except per share data)
 13. OTHER INCOME, NET
  Year ended March 31,2007
    
    
    2006
    
    
    2005Foreign exchange loss, net
    
    $
    (1,388
    )
    
    $
    (402
    )
    
    $
    (102
    )Interest income
    
    
    3,468
    
    
    
    439
    
    
    
    264Gain on sale of property and equipment
    
    
    101
    
    
    
    32
    
    
    
    Other (See Note 12)
    
    
    319
    
    
    
    387
    
    
    
    10$
    2,500
    
    
    $
    456
    
    
    $
    172
 14. SEGMENTS
  Disclosures about Segments of an Enterprise and Related
Information.
 F-27




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
(Amounts in thousands, except per share data)
  Year ended March 31, 2007WNS
    
    
    WNS Auto
    
    
    InterGlobal BPO
    
    
    Claims BPO
    
    
    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-28




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
(Amounts in thousands, except per share data)
 Year ended March 31, 2006WNS Global
    
    
    WNS Auto
    
    
    InterBPO
    
    
    Claims BPO
    
    
    segments (a)
    
    
    TotalRevenue from external customers
    
    $
    123,226
    
    
    $
    79,583
    
    
    $
    
    
    
    $
    202,809Segment revenue
    
    
    125,229
    
    
    
    79,583
    
    
    
    (2,003
    )
    
    
    202,809Payment 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
  
 
 F-29




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
(Amounts in thousands, except per share data)
 Year ended March 31, 2005WNS
    
    
    WNS Auto
    
    
    InterGlobal BPO
    
    
    Claims BPO
    
    
    segments (a)
    
    
    TotalRevenue from external customers
    
    $
    76,982
    
    
    $
    85,191
    
    
    $
    
    
    
    $
    162,173Segment revenue
    
    
    78,595
    
    
    
    85,191
    
    
    
    (1,613
    )
    
    
    162,173Payments to repair centers
    
    
    
    
    
    
    63,186
    
    
    
    
    
    
    
    63,186Revenue less repair payments
    
    
    78,595
    
    
    
    22,005
    
    
    
    (1,613
    )
    
    
    98,987Depreciation
    
    
    6,905
    
    
    
    1,536
    
    
    
    
    
    
    
    8,441Other costs (b)
    
    
    77,772
    
    
    
    17,116
    
    
    
    (1,613
    )
    
    
    93,275Segment operating income (loss)
    
    
    (6,082
    )
    
    
    3,353
    
    
    
    
    
    
    
    (2,729
    )Unallocated share-based compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (239
    )Amortization of intangible assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,416
    )Other income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    172Interest expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (496
    )Loss before income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,708
    )Benefit for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,068Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (5,776
    )Capital expenditure
    
    $
    16,343
    
    
    $
    1,924
    
    
    $
    
    
    
    $
    18,267Segment assets, net of eliminations as at
March 31, 2005
    
    $
    48,709
    
    
    $
    49,270
    
    
    $
    
    
    
    $
    97,979
  
 
 
  Year ended March 31,2007
    
    
    2006
    
    
    2005UK
    
    $
    189,854
    
    
    $
    126,866
    
    
    $
    105,552US
    
    
    80,767
    
    
    
    49,134
    
    
    
    28,004Europe (excludes UK)
    
    
    78,955
    
    
    
    25,421
    
    
    
    27,730Other
    
    
    2,710
    
    
    
    1,388
    
    
    
    887$
    352,286
    
    
    $
    202,809
    
    
    $
    162,173
 F-30




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
(Amounts in thousands, except per share data)
  March 31,2007
    
    
    2006UK
    
    $
    25,852
    
    
    $
    23,720India
    
    
    57,084
    
    
    
    29,324US
    
    
    2,382
    
    
    
    18,621Other
    
    
    959
    
    
    
    1,445$
    86,277
    
    
    $
    73,110
 15. COMMITMENTS AND CONTINGENCIES
 Leases
   Capital
    
    
    OperatingYear ending March 31,
    
    leases
    
    
    leases2008
    
    $
    12
    
    
    $
    10,8152009
    
    
    2
    
    
    
    9,2122010
    
    
    
    
    
    
    8,1262011
    
    
    
    
    
    
    7,1172012
    
    
    
    
    
    
    4,962Thereafter
    
    
    
    
    
    
    3,488Total minimum lease payments
    
    $
    14
    
    
    $
    43,720Amounts representing interest
    
    
    (1
    )Present value of net minimum lease payments
    
    $
    13Obligation under capital leases:Long-term
    
    
    Current
    
    
    13$
    13
  Bank guarantees and other
   F-31




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##### Table of Contents



WNS (HOLDINGS) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
(Amounts in thousands, except per share data)
   16. SUBSEQUENT EVENTS
 AVIVA Sri Lanka Facility
  Acquisitions
 Marketics Technologies (India) Private
  Flovate
Technologies Limited
  F-32