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Jersey, Channel Islands		7389		33–0996780
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Michael W. Sturrock, Esq. Latham & Watkins LLP 80 Raffles Place #14–20 UOB Plaza 2 Singapore 048624 (65) 6536-1161		David W. Hirsch, Esq. Cleary Gottlieb Steen & Hamilton LLP Bank of China Tower One Garden Road Hong Kong (852) 2521-4122

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The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling shareholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

		Per ADS				Total
Initial public offering price		$				$
Underwriting discounts and commissions		$				$
Proceeds before expenses to WNS (Holdings) Limited		$				$
Proceeds before expenses to selling shareholders		$				$

Morgan Stanley	Deutsche Bank Securities	Merrill Lynch & Co.

	Citigroup	UBS Investment Bank

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		Page
Prospectus Summary			1
Risk Factors			9
Special Note Regarding Forward-Looking Statements			23
Use of Proceeds			24
Dividends and Dividend Policy			25
Capitalization			26
Dilution			27
Exchange Rates			29
Selected Historical Consolidated and Pro Forma Financial and Operating Data			31
Pro Forma Condensed Combined Statement of Operations			34
Management’s Discussion and Analysis of Financial Condition and Results of Operations			38
Business			60
Management			76
Related Party Transactions			89
Principal and Selling Shareholders			90
Description of Share Capital			95
Description of American Depositary Shares			111
Shares Available for Future Sale			118
Taxation			121
Underwriting			128
Legal Matters			136
Experts			136
Enforcement of Civil Liabilities			137
Additional Information			139
Index To WNS (Holdings) Limited’s Consolidated Financial Statements			F-1
Index to Trinity Partners Inc.’s Consolidated Financial Statements			F-30

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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.

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•	a classified board of directors with staggered three-year terms; and
•	the ability of our board of directors to determine the rights, preferences and privileges of our preferred shares and to issue the preferred shares without shareholder approval, which could be exercised by our board of directors to increase the number of outstanding shares and prevent or delay a takeover attempt.

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•	announcements of technological developments;
•	regulatory developments in our target markets affecting us, our clients or our competitors;
•	actual or anticipated fluctuations in our quarterly operating results;
•	changes in financial estimates by securities research analysts;

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•	changes in the economic performance or market valuations of other companies engaged in business process outsourcing;
•	addition or loss of executive officers or key employees;
•	sales or expected sales of additional shares or ADSs; and
•	loss of one or more significant clients.

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•	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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(a)	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
(b)	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.

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•	on an actual basis; and
•	as adjusted to give effect to the sale by us of 4,473,684 ADSs in this offering at an assumed initial public offering price of $19.00 per ADS, the midpoint of the estimated range of the initial public offering price, after deducting underwriting discounts and commissions, estimated offering expenses payable by us, and further assuming no other change to the number of ADSs sold by us as set forth on the cover page of this prospectus.

			As of
			March 31, 2006
			Actual				As adjusted
			(US dollars in
			thousands, except share
			and per share data)
Shareholders’ equity:
Ordinary shares, $0.15 (10 pence) par value; Authorized: 40,000,000(1) shares
	Issued and outstanding: 35,321,511 shares, actual, and 39,795,195 as adjusted(2)		$	5,290				5,961
	Additional paid-in-capital			62,228				136,032	(3)(4)
	Ordinary shares subscribed			10				10
Retained earnings				4,104				4,104
Deferred share-based compensation				(582	)			(582	)
Accumulated other comprehensive income			$	7,114			$	7,114
	Total shareholders’ equity		$	78,164			$	152,639	(3)
Total capitalization			$	78,164			$	152,639	(3)

(1)	In May 2006, the authorized number of our ordinary shares was increased to 50,000,000.
(2)	Excludes (i) 6,662 ordinary shares issued upon exercise of options during the period April 1, 2006 to June 30, 2006; (ii) 3,875,655 ordinary shares issuable upon exercise of outstanding options and 90,121 ordinary shares reserved for future issuance under our Stock Incentive Plan as of June 30, 2006; and (iii) 3,000,000 ordinary shares reserved for future issuance under our 2006 Incentive Award Plan (including 522,000 ordinary shares issuable upon the exercise of options to be granted effective upon the completion of this offering (of which 320,000 are to be issued to certain of our directors and executive officers and 202,000 are to be issued to other employees) and 261,000 restricted share units to be issued effective upon the completion of this offering (of which 160,000 are to be issued to certain of our directors and executive officers and 101,000 are to be issued to other employees), each under the 2006 Incentive Award Plan). See “Management — Employee Benefit Plans — Stock Incentive Plan” and “Management — Employee Benefit Plans — WNS 2006 Incentive Award Plan.”
(3)	A $1.00 increase (decrease) in the assumed initial public offering price of $19.00 per ADS, would increase (decrease) each of additional paid-in capital, total shareholders’ equity and total capitalization by $4.2 million.
(4)	Does not reflect the cost of directors and officers’ insurance premiums of $0.6 million related to this offering.

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Assumed initial public offering price per ADS							$	19.00
	Pro forma net tangible book value per ADS as of March 31, 2006(1)		$	1.01
	Increase in pro forma net tangible book value attributable to this offering per ADS		$	1.76
Pro forma net tangible book value per ADS after this offering							$	2.77
Dilution per ADS to new investors(2)							$	16.23

(1)	Excludes $1.7 million of deferred offering costs at March 31, 2006 which has been included in determining the increase in pro forma net tangible book value attributable to this offering.
(2)	If the underwriters’ over-allotment option is exercised in full, the net tangible book value per ADS after this offering would remain at $2.77 and dilution per ADS to new investors would remain at $16.23.

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																							Average
			Shares Purchased								Total Consideration								Average				Price
																			Price Per				Per
			Number				Percentage				Amount				Percentage				Share				ADS
Existing shareholders				35,321,511				88.8	%		$	65,092,819				43.4	%		$	1.84			$	1.84
New investors				4,473,684				11.2	%		$	84,999,996				56.6	%		$	19.00			$	19.00
	Total			39,795,195				100.0	%		$	150,092,815				100.0	%		$	3.77			$	3.77

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			Period End(1)				Average(1)(2)				High				Low
Fiscal Year:
	2007 (through July 19, 2006)			Rs.46.81				Rs.45.45				Rs.46.81				Rs.44.39
	2006			44.48				44.21				46.26				43.05
	2005			43.62				44.86				46.45				43.27
	2004			43.40				45.96				47.46				43.40
	2003			47.53				48.43				49.07				47.53
	2002			48.83				47.71				48.91				46.58
	2001			46.85				45.74				47.47				43.63
Month:
	July 2006 (through July 19, 2006)			Rs.46.81				Rs.46.18				Rs.46.81				Rs.45.84
	June 2006			45.87				45.89				46.25				45.50
	May 2006			46.22				45.20				46.22				44.69
	April 2006			44.86				44.82				45.09				44.39
	March 2006			44.48				44.38				44.58				44.11
	February 2006			44.21				44.23				44.54				44.10
	January 2006			43.96				44.20				44.92				43.89
	December 2005			44.95				45.56				46.26				44.94
	November 2005			45.87				45.63				45.87				45.02
	October 2005			45.09				44.76				45.11				44.00
	September 2005			43.94				43.85				43.98				43.75
	August 2005			44.00				43.55				44.00				43.36

(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 prospectus.
(2)	Represents the average of the noon buying rate for all days during the period.

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			Period End(1)				Average(1)(2)				High				Low
Fiscal Year:
	2007 (through July 19, 2006)			GBP0.54				GBP0.55				GBP0.58				GBP0.53
	2006			0.57				0.56				0.58				0.52
	2005			0.53				0.54				0.57				0.51
	2004			0.54				0.59				0.65				0.53
	2003			0.63				0.65				0.70				0.61
	2002			0.70				0.70				0.73				0.68
	2001			0.70				0.68				0.71				0.63
Month:
	July 2006 (through July 19, 2006)			GBP0.54				GBP0.54				GBP0.55				GBP0.54
	June 2006			0.54				0.54				0.55				0.53
	May 2006			0.53				0.54				0.55				0.53
	April 2006			0.55				0.57				0.58				0.55
	March 2006			0.57				0.57				0.58				0.57
	February 2006			0.57				0.57				0.58				0.56
	January 2006			0.56				0.57				0.57				0.56
	December 2005			0.58				0.57				0.58				0.56
	November 2005			0.58				0.58				0.58				0.56
	October 2005			0.57				0.57				0.57				0.56
	September 2005			0.57				0.55				0.57				0.54
	August 2005			0.56				0.56				0.57				0.55

(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 prospectus.
(2)	Represents the average of the noon buying rate for all days during the period.

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			For the Year Ended March 31,
			2006				2006				2005				2004				2003
			(US dollars in millions, except share and per share data)
			Unaudited
			pro forma
Consolidated Statement of Operations Data:
Revenue			$	210.4			$	202.8			$	162.2			$	104.1			$	54.6
Cost of revenue(1)				149.5				145.7				140.3				89.7				42.8
Gross profit				60.9				57.1				21.9				14.4				11.8
Operating expenses:
	SG&A(1)			40.7				36.3				24.9				18.8				10.9
	Amortization of intangible assets			2.0				0.9				1.4				2.6				1.8
Operating income (loss)				18.2				19.9				(4.4	)			(7.0	)			(0.9	)
Other income, net				0.6				0.5				0.2				0.3				0.3
Interest expense				(0.5	)			(0.4	)			(0.5	)			(0.1	)			(0.1	)
Income (loss) before income taxes				18.3				19.9				(4.7	)			(6.8	)			(0.7	)
(Provision) benefit for income taxes				(1.1	)			(1.6	)			(1.1	)			0.0				(1.0	)
Net income (loss)			$	17.2			$	18.3				(5.8	)			(6.7	)			(1.7	)
Income (loss) per share:
	Basic		$	0.50			$	0.56			$	(0.19	)		$	(0.22	)		$	(0.07	)
	Diluted		$	0.47			$	0.52			$	(0.19	)		$	(0.22	)		$	(0.07	)
Weighted-average shares outstanding (basic)				34,230,296				32,874,299				30,969,658				30,795,888				26,243,833
Weighted-average shares outstanding (diluted)				36,385,763				35,029,766				30,969,658				30,795,888				26,243,833

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		As of March 31,
		2006				2005				2004
		(US dollars in millions)
Consolidated Balance Sheet Data:
Cash and cash equivalents		$	18.5			$	9.1			$	14.8
Accounts receivable, net			28.1				25.2				18.1
Other current assets			10.8				9.7				9.5
Total current assets			57.4				44.0				42.5
Deposits and deferred tax asset			4.3				2.6				1.3
Goodwill and intangible assets, net			42.5				26.7				27.6
Property and equipment, net			30.6				24.7				15.3
Total assets			134.8				98.0				86.6
Note payable			—				10.0				—
Total current liabilities			53.5				54.8				39.4
Deferred tax liabilities — non-current			2.4				—				—
Other non-current liabilities			0.8				0.2				0.5
Total shareholders’ equity			78.2				43.0				46.7
Total liabilities and shareholders’ equity			134.8				98.0				86.6

		For the Year Ended March 31,
		2006				2005				2004				2003
		(US dollars in millions, except percentages and
		employee data)
Other Consolidated Financial Data:
Revenue		$	202.8			$	162.2			$	104.1			$	54.6
Gross profit as a percentage of revenue			28.1	%			13.5	%			13.8	%			21.6	%
Operating income (loss) as a percentage of revenue			9.8	%			(2.7	)%			(6.7	)%			(1.6	)%
Other Unaudited Consolidated Financial and Operating Data:
Revenue less repair payments(2)		$	147.9			$	99.0			$	49.9			$	25.6
Gross profit as a percentage of revenue less repair payments			38.6	%			22.1	%			28.9	%			46.1	%
Operating income (loss) as a percentage of revenue less repair payments			13.4	%			(4.4	)%			(14.1	)%			(3.6	)%
Number of employees (at period end)			10,433				7,176				4,472				2,348

(1)	Includes the following share-based compensation amounts:

		For the Year Ended March 31,
		2006				2006				2005				2004				2003
		(US dollars in millions)
		Unaudited
		pro forma
Cost of revenue		$	0.1			$	0.1			$	0.0			$	0.0			$	0.0
SG&A			2.3				1.8				0.2				0.2				0.1

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(2)	Revenue less repair payments is a non-GAAP measure. See the explanation below, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Overview” and notes to the consolidated financial statements included in this prospectus. The following table reconciles our revenue (a GAAP measure) to revenue less repair payments (a non-GAAP measure):

		For the Year Ended March 31,
		2006				2005				2004				2003
		(US dollars in millions)
Revenue		$	202.8			$	162.2			$	104.1			$	54.6
Less: Payments to repair centers		$	54.9			$	63.2			$	54.2			$	29.0
Revenue less repair payments		$	147.9			$	99.0			$	49.9			$	25.6

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							Historical Trinity
							for the period from
			Historical WNS				April 1, 2005 to												Pro forma
			(Holdings)				November 15,				Pro forma								combined
			for fiscal 2006				2005				adjustments				Note				for fiscal 2006
Revenue			$	202.8			$	7.6			$	—							$	210.4
Cost of revenue				145.7				3.8				—								149.5
Gross profit				57.1				3.8				—								60.9
Operating expenses
	SG&A			36.3				3.9				0.4				2.3				40.6
	Amortization of intangible assets			0.9				—				1.2				2.4				2.1
Operating income (loss)				19.9				(0.1	)			(1.6	)							18.2
Other income, net				0.5				0.1				—								0.6
Interest expense				(0.4	)			(0.0	)			—								(0.5	)
Income before income taxes				19.9				(0.0	)			(1.6	)							18.3
(Provision) benefit for income taxes				(1.6	)			—				0.5				2.5				(1.1	)
Net income			$	18.3			$	(0.0	)		$	(1.1	)						$	17.2
Basic income per share			$	0.56															$	0.50
Diluted income per share			$	0.52															$	0.47
Weighted average shares outstanding
	Basic			32,874,299												2.6				34,230,296
	Diluted			35,029,766												2.6				36,385,763

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1.	Acquisition and Basis of Presentation

		(US dollars in millions)
Cash		$	6.8
Shares			12.8
Transaction costs			0.2
Total preliminary purchase price		$	19.8

		(US dollars in millions)
Goodwill		$	8.9
Client-related intangible assets			9.4
Net assets acquired and liabilities assumed			1.5
Total purchase price allocation		$	19.8

2.	Pro Forma Adjustments

2.1	There were no intercompany transactions between WNS Holdings and Trinity Partners for the period of this pro forma condensed combined statement of operations.
2.2	The pro forma combined provision for income taxes does not necessarily reflect the amounts that would have resulted had WNS Holdings and Trinity Partners filed consolidated income tax returns, in the relevant income tax jurisdictions, during the period presented.

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2.3	WNS Holdings granted 104,716 shares to certain selling shareholders of Trinity Partners in connection with their employment contracts. The fair value of such shares amounting to approximately $0.6 million will be recognized as compensation expense over the one year period of the employment contract. The pro forma adjustment reflects the amortization of compensation expense for the period from April 1, 2005 to November 15, 2005 amounting to $0.4 million. For the period from November 16, 2005 to March 31, 2006, the amortization expense is included in the historical statement of operations of WNS Holdings.
2.4	Reflects the amortization of the client-related intangible assets for the period from April 1, 2005 to November 15, 2005 amounting to $1.2 million. For the period from November 16, 2005 to March 31, 2006, the amortization is included in the historical statement of operations of WNS Holdings.
2.5	The allocation of purchase price included a deferred tax liability related to the difference between the book and tax basis of the intangible assets. Pro forma adjustment reflects the change in such deferred tax liability due to the amortization of the intangible assets.
2.6	The basic and diluted weighted average shares outstanding include 2,107,901 shares issued related to the acquisition of Trinity Partners as if such shares had been issued on April 1, 2005.

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		Year Ended March 31,
		2006				2005				2004
		(US dollars in millions)
Revenue		$	202.8			$	162.2			$	104.1
Less: Payments to repair centers		$	54.9			$	63.2			$	54.2
Revenue less repair payments		$	147.9			$	99.0			$	49.9

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•	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 footprint to nine delivery centers across India, Sri Lanka and the UK; and
•	In fiscal 2006, we acquired Trinity Partners, a provider of business process outsourcing services to financial institutions, focusing on mortgage banking.

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														Revenue Less Repair
		Revenue												Payments
		Year Ended March 31,												Year Ended March 31,
		2006				2005				2004				2006				2005				2004
Top five clients			41.0	%			40.1	%			44.8	%			52.8	%			56.4	%			56.2	%
Top ten clients			58.5	%			61.4	%			61.9	%			65.5	%			68.8	%			67.2	%
Top 20 clients			73.0	%			76.1	%			73.5	%			78.1	%			82.3	%			80.5	%

•	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 Payments
			Year Ended March 31,												Year Ended March 31,
Business units			2006				2005				2004				2006				2005				2004
Travel				30.9	%			28.9	%			26.4	%			42.3	%			47.3	%			55.2	%
BFSI				55.6	%			61.4	%			66.3	%			39.1	%			36.8	%			29.6	%
Emerging businesses				13.5	%			9.7	%			7.3	%			18.6	%			15.9	%			15.2	%
	Total			100.0	%			100.0	%			100.0	%			100.0	%			100.0	%			100.0	%

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			Revenue												Revenue Less Repair Payments
			Year Ended March 31,												Year Ended March 31,
Locations			2006				2005				2004				2006				2005				2004
UK				62.6	%			65.1	%			72.1	%			49.6	%			51.6	%			60.7	%
Europe (excluding the UK)				12.5	%			17.1	%			17.4	%			16.3	%			19.2	%			17.4	%
North America (primarily the US)				24.2	%			17.3	%			9.8	%			33.2	%			28.3	%			20.5	%
Rest of World				0.7	%			0.5	%			0.7	%			0.9	%			0.9	%			1.4	%
	Total			100.0	%			100.0	%			100.0	%			100.0	%			100.0	%			100.0	%

•	per full-time equivalent arrangements typically involve billings based on the number of full-time employees (or equivalent) deployed on the execution of the business process outsourced;
•	per transaction arrangements typically involve billings based on the number of transactions processed (such as the number of e-mail responses, or airline coupons or insurance claims processed); and
•	cost-plus arrangements typically involve billing the contractually agreed direct and indirect costs and a fee based on the number of employees deployed under the arrangement.

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•	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.

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										Weighted
						Weighted				average fair				Weighted average
		No of options				average				value				intrinsic value
Grants made during the quarter ended		granted				exercise price				per share				per share
June 30, 2005			160,500			$	5.44			$	5.65			$	0.21
September 30, 2005			828,100				6.27				6.27				—
December 31, 2005			45,479				6.07				6.07				—
March 31, 2006			447,400				11.72				11.99				0.27

•	Achievement of major company milestones, such as key new client wins and acquisitions;
•	Public company comparables and private market transactions for sale of equity;
•	The absence of a public trading market for our shares;
•	Our recent operating results at the time of a grant;
•	The fact that we are majority owned by a single shareholder; and
•	The likelihood of our company selling our shares to the public in the future.

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			Revenue												Revenue Less Repair Payments
			Year Ended March 31,												Year Ended March 31,
			2006				2005				2004				2006				2005				2004
															Unaudited				Unaudited				Unaudited
Cost of revenue				71.9	%			86.5	%			86.2	%			61.4	%			77.9	%			71.1	%
Gross profit				28.1	%			13.5	%			13.8	%			38.6	%			22.1	%			28.9	%
Operating expenses:
	SG&A			17.9	%			15.3	%			18.1	%			24.6	%			25.1	%			37.7	%
	Amortization of intangible assets			0.4	%			0.9	%			2.5	%			0.6	%			1.4	%			5.2	%
Operating income (loss)				9.8	%			(2.7	)%			(6.7	)%			13.4	%			(4.4	)%			(14.1	)%
Non-operating income (expense), net				0.0	%			(0.2	)%			0.3	%			0.0	%			(0.3	)%			0.5	%
(Provision) benefit for income taxes				(0.8	)%			(0.7	)%			(0.0	)%			(1.1	)%			(1.1	)%			(0.1	)%
Net income (loss)				9.0	%			(3.6	)%			(6.5	)%			12.3	%			(5.8	)%			(13.5	)%

		Year Ended March 31,
		2006				2005				2004
Revenue			100.0	%			100.0	%			100.0	%
Less: Payments to repair centers			27.1	%			39.0	%			52.1	%
Revenue less repair payments			72.9	%			61.0	%			47.9	%

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		Year Ended March 31,								Year Ended March 31,								Year Ended March 31,
		2006								2005								2004
		WNS				WNS Auto				WNS				WNS Auto				WNS				WNS Auto
		Global				Claims				Global				Claims				Global				Claims
		BPO				BPO				BPO				BPO				BPO				BPO
		(US dollars in millions)
Segment revenue(1)		$	125.2			$	79.6			$	78.6			$	85.2			$	37.9			$	67.3
Less: Payments to repair centers		$	—			$	54.9			$	—			$	63.2			$	—			$	54.2
Revenue less repair payments (1)		$	125.2			$	24.7			$	78.6			$	22.0			$	37.9			$	13.1
Depreciation		$	8.7			$	1.8			$	6.9			$	1.5			$	4.3			$	1.0
Other costs		$	99.0			$	17.8			$	77.8			$	17.1			$	38.4			$	11.5
Segment operating income (loss)		$	17.5			$	5.1			$	(6.1	)		$	3.4			$	(4.8	)		$	0.6

(1)	Segment revenue includes inter-segment revenue of $2.0 million for fiscal 2006, $1.6 million for fiscal 2005 and $1.1 million for fiscal 2004.

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			Fiscal 2006																Fiscal 2005
			Three Months Ended																Three Months Ended
			Mar 2006(1)				Dec 2005(1)				Sep 2005				Jun 2005				Mar 2005				Dec 2004				Sep 2004				Jun 2004
			(US dollars in millions)
Revenue			$	52.9			$	49.8	(2)		$	48.9			$	51.2	(2)		$	49.0			$	42.5			$	36.5			$	34.1
Cost of revenue				37.3				34.1				35.6				38.7				37.1	(5)			37.9				32.8				32.5
Gross profit				15.6				15.7				13.4				12.4				11.9	(5)			4.6				3.7				1.6
Operating expenses:
	SG&A			11.4	(3)			9.7	(4)			8.2				7.1				6.8				6.3				5.7				6.1
	Amortization of intangibles assets			0.5				0.2				0.1				0.1				0.1				0.3				0.4				0.7
Operating income (loss)				3.7	(3)			5.8	(4)			5.1				5.3				5.1	(5)			(1.9	)			(2.3	)			(5.2	)
Non-operating income (expense)				0.2				(0.0	)			(0.1	)			(0.1	)			0.2				(0.4	)			0.5				(0.6	)
(Provision) benefit for income taxes				(0.3	)			0.1				(0.5	)			(0.9	)			(0.6	)			(0.4	)			(0.1	)			(0.1	)
Net income (loss)				3.7				5.9				4.4				4.4				4.7				(2.6	)			(1.9	)			(5.9	)

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		Fiscal 2006																Fiscal 2005
		Three Months Ended																Three Months Ended
		Mar 2006(1)				Dec 2005(1)				Sep 2005				Jun 2005				Mar 2005				Dec 2004				Sep 2004				Jun 2004
Gross profit (loss) as a percentage of revenue			29.5	%			31.5	%			27.3	%			24.3	%			24.4	% (5)			10.9	%			10.2	%			4.8	%
Operating income (loss) as a percentage of revenue			7.0	%(3)			11.6	%(4)			10.4	%			10.4	%			10.3	% (5)			(4.5	)%			(6.3	)%			(15.2	)%
Gross profit (loss) as a percentage of revenue less repair payments			37.6	%			40.8	%			38.4	%			37.5	%			39.1	% (5)			19.0	%			16.1	%			7.8	%
Operating income (loss) as a percentage of revenue less repair payments			9.0	%(3)			15.0	%(4)			14.6	%			16.0	%			16.5	% (5)			(7.9	)%			(10.0	)%			(24.9	)%

		Fiscal 2006																Fiscal 2005
		Three Months Ended																Three Months Ended
		Mar 2006(1)				Dec 2005(1)				Sep 2005				Jun 2005				Mar 2005				Dec 2004				Sep 2004				Jun 2004
		(US dollars in millions)
Revenue		$	52.9			$	49.8	(2)		$	48.9			$	51.2	(2)		$	49.0			$	42.5			$	36.5			$	34.1
Less: Payments to repair centers			11.5				11.3				14.1				18.0				18.5				18.2				13.3				13.2
Revenue less repair payments			41.4				38.4	(2)			34.8				33.2	(2)			30.6				24.3				23.2				20.9

(1)	The financial information for the quarters ended March 2006 and 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.
(5)	Cost of revenue in the quarter ended March 2005 decreased significantly from levels in the preceding quarters due to completion of payments for client resources located in North America during the transfer period as described in “— Overview — Expenses — Cost of Revenue.”

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			Payments Due by Period
							Less than				2-3				4-5				More than
			Total				1 Year				Years				Years				5 Years
			(US dollars in thousands)
Operating leases			$	88,036			$	21,091			$	36,731			$	26,369			$	3,845
Purchase obligations				4,309				4,309				—				—				—
Capital lease obligations				195				193				2				—				—
	Total		$	92,540			$	25,593			$	36,733			$	26,369			$	3,845

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•	established reputation and industry leadership;
•	demonstrated ability to execute a diverse range of mission-critical and often complex business processes;
•	capability to scale employees and infrastructure without a diminution in quality of service; and
•	ability to innovate, add new operational expertise and drive down costs.

•	NASSCOM named us one of the top two Indian offshore business process outsourcers in 2005 and 2004;
•	neoIT ranked us as the best performing business process outsourcing company in 2005; and
•	Global Outsourcing named us the leading insurance outsourcer in India in 2005.

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•	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; and
•	recruit and retain talented employees by offering them industry-focused career paths.

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•	airlines;
•	travel intermediaries; and
•	others such as global distribution systems and network providers.

•	customer interaction: customer complaint resolution, loyalty program management;
•	passenger revenue accounting: refunds, fare audit, ticket coupon matching, sales accounting;

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•	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.

•	integrated financial institutions;
•	mortgage banks and investors in mortgage-backed securities;
•	financial advisory service providers;
•	life, property and casualty, and health insurers;
•	insurance brokers and loss assessors; and
•	self-insured auto fleet owners.

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•	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.

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Air Canada		Marsh
AVIVA		SITA
British Airways		Tesco
First Magnus Financial Corporation		Travelocity
GfK		Virgin Atlantic Airways
IndyMac Bank

		Year Ended March 31,
		2006				2005
Below $1 million			109				88
$1 million to $5 million			18				15
$5 million to $10 million			0				1
More than $10 million			4				3

•	Focused business process outsourcing service companies based in offshore locations like India, such as Genpact and ExlService Holdings Inc.;
•	Business process outsourcing divisions of numerous information technology service companies located in India such as Progeon, owned by Infosys Technologies Limited, Tata Consultancy Services Limited 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

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	and services including broad-based information technology, software, consulting and business process outsourcing services.

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	Recruiting and Retention

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			Space				Number of								Extendable
Location			(square feet)				Workstations/Seats				Lease Expiration(3)				Until(4)
India:
	Mumbai			84,429				1,059				April 30, 2008				May 15, 2011
				15,323				177				April 30, 2008				April 30, 2008
				99,752				1,236
	Gurgaon			90,995				763				October 31, 2008				April 30, 2014
	Pune-WNS			142,800				1,778				December 31, 2006				March 31, 2010
	Pune-NTrance(1)			66,460				900				March 10, 2007				March 9, 2014
	Nashik			13,825				277				April 30, 2007				December 30, 2009
				32,686				550				September 30, 2007				December 30, 2010
				46,511				827
	Pune-WNS (2)			36,700				354				February 2, 2011				February 2, 2011
	Mumbai(2)			37,000				411				May 1, 2015				May 1, 2015
				69,811				776				May 30, 2009				May 30, 2015
				13,770				205				May 1, 2015				May 1, 2015
				120,581				1,392
	Gurgaon (2)			51,244				661				September 30, 2010				March 31, 2015
Sri Lanka:(1)
	Colombo			30,000				376				July 31, 2007				July 31, 2007
UK:
	Ipswich			43,802				143				August 27, 2010				August 27, 2010
	Broadstairs			7,200				120				December 31, 2007				December 31, 2007

(1)	We use these delivery centers to provide services to one of our major clients. Our contracts with this client provide the client with an option to require us to transfer the relevant project and operations, including these delivery centers to

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	that client. See “Risk Factors — Risks Related to Our Business — We may lose some or all of the revenue generated by one of our major clients.”
(2)	Under construction. Number of workstations/seats is based on our estimates of workstations/seats available upon completion of construction of the respective facilities.
(3)	In each of our Mumbai and Nashik facilities, we have two separate lease agreements with different expiration/ extension option dates.
(4)	Reflects the expiration date if each of our applicable extension options are exercised.

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Name		Age				Designation
Directors
Ramesh N. Shah			57			Chairman of Board(1)(2)
Neeraj Bhargava			42			Co-Founder of WNS (Holdings) Limited, Director and Group Chief Executive Officer(2)
Zubin Dubash			46			Director and Group Chief Financial Officer(3)
Pulak Prasad			37			Director(2)
Nitin Sibal			32			Director(3)
Miriam Strouse			35			Director(3)
Jeremy Young			40			Director(2)
Guy Sochovsky			29			Director(2)
Timothy Hammond			41			Director(3)
New Directors
Eric B. Herr			58			Director(4)
Deepak S. Parekh			61			Director(4)
Executive Officers(5)
David Charles Tibble			53			Co-Founder of WNS (Holdings) Limited and Chairman, WNS UK
Anup Gupta			34			Chief Executive Officer — Travel Services
Edwin Donald Harrell			41			Chief Executive Officer — WNS Assistance
J.J. Selvadurai			45			Chief Executive Officer — Enterprise Services
Other Managers
Alan Stephen Dunning			49			Co-Founder of WNS (Holdings) Limited, Managing Director, WNS UK
Lyndon Rodrigues			45			Chief Information Officer
Amit Bhatia			37			Chief Executive Officer — Knowledge Services

(1)	Currently acting as Interim Chief Executive Officer — Banking, Financial Services and Insurance, or BFSI, (excluding WNS Assistance).
(2)	Individuals who will continue as our directors following the completion of this offering.
(3)	Individuals who will resign as our directors effective upon the completion of this offering.
(4)	Individuals who will become our directors effective upon the completion of this offering.
(5)	Other than executive officers who also are directors.

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•	Class I, whose term will expire at the annual general meeting to be held in 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.

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•	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.

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•	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.

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		Number of Ordinary
		Shares Underlying				Exercise Price
Name		Options Outstanding(1)				per Share(2)				Expiration Date
Ramesh N. Shah			250,000				£3.50/ $6.14				July 14, 2015
Neeraj Bhargava			220,001				£1.00/ $1.75				July 1, 2012
			150,000				£1.45/ $2.54				January 1, 2014
			150,000				£3.50/ $6.14				September 1, 2015
Zubin Dubash			200,000				£1.50/ $2.63				September 6, 2014
			75,000				£3.50/ $6.14				September 1, 2015
			20,000				£7.00/ $12.28				February 21, 2016
Pulak Prasad			—				—				—
Nitin Sibal			—				—				—
Miriam Strouse			—				—				—
Jeremy Young			—				—				—
Guy Sochovsky			—				—				—
Timothy Hammond			—				—				—
David Charles Tibble			—				—				—
Anup Gupta			28,000				£1.00/ $1.75				August 1, 2012
			22,000				£1.40/ $2.46				July 18, 2013
			5,000				£3.00/ $5.26				April 11, 2015
			70,000				£3.50/ $6.14				September 1, 2015
			20,000				£7.00/ $12.28				February 21, 2016
Edwin Donald Harrell			25,000				£7.00/ $12.28				February 21, 2016
J.J. Selvadurai			33,333				£1.45/$2.54				January 1, 2014

(1)	The information in this table excludes the following options and restricted share units to be issued effective upon the completion of this offering to the following directors and executive officers under the WNS 2006 Incentive Award Plan: Ramesh N. Shah — 115,000 options and 57,500 restricted share units, Neeraj Bhargava — 135,000 options and 67,500 restricted share units, Zubin Dubash — 25,000 options and 12,500 restricted share units, Anup Gupta — 20,000 options and 10,000 restricted share units, Edwin Harrell — 5,000 options and 2,500 restricted share units and J.J. Selvadurai — 20,000 options and 10,000 restricted share units.
(2)	US dollar amounts based on convenience translation of $1.00 = £0.57 as of March 31, 2006.

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	Gratuity

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•

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.
•	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 restricted share units, subject to various vesting conditions. On the maturity date, we will transfer to the participant one unrestricted, fully transferable share for each vested restricted share unit 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.

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•	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.

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•	each person who is known to us to have more than 5.0% beneficial share ownership;
•	each of our directors and executive officers;
•	all of our directors and executive officers as a group;
•	all of our employees as a group; and
•	each selling shareholder.

																			Shareholding of WNS (Holdings) Limited
																			Immediately after the Offering
			Shareholding of WNS								Number of Shares				Number of Shares				Excluding Exercise of								Including Exercise of
			(Holdings) Limited as								sold in the				sold in the				the Over-Allotment								the Over-Allotment
			of June 30, 2006								Offering				Offering				Options								Option
											(excluding				(including
Shareholders’ Name			Shares				Percentage				optional shares)				optional shares)				Shares				Percentage				Shares				Percentage
5% or Greater Beneficial Share Owner
Warburg Pincus (1)				22,856,644				64.70	%			—				1,490,000				22,856,644				57.43	%			21,366,644				53.64	%
	466 Lexington Avenue
	New York, New York 10017
	USA
British Airways plc				5,160,000				14.61	%			4,386,000				4,386,000				774,000				1.94	%			774,000				1.94	%
	Waterside P.O. Box 365
	Harmondsworth, Middlesex
	UK
Theodore Agnew (2)				1,956,228				5.54	%			1,075,925				1,075,925				880,303				2.21	%			880,303				2.21	%
	85 Gracechurch SV
	London EC3V 0AA
	UK

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																			Shareholding of WNS (Holdings) Limited
																			Immediately after the Offering
			Shareholding of WNS								Number of Shares				Number of Shares				Excluding Exercise of								Including Exercise of
			(Holdings) Limited as								sold in the				sold in the				the Over-Allotment								the Over-Allotment
			of June 30, 2006								Offering				Offering				Options								Option
											(excluding				(including
Shareholders’ Name			Shares				Percentage				optional shares)				optional shares)				Shares				Percentage				Shares				Percentage
Directors and Executive Officers (3)
Ramesh N. Shah (4)				150,000				0.42	%			—				—				150,000				0.37	%			150,000				0.37	%
Neeraj Bhargava(5)				320,001	(6)			0.90	%			—				32,000				320,001				0.80	%			288,001				0.72	%
Zubin Dubash				66,667	(6)			0.19	%			—				—				66,667				0.16	%			66,667				0.16	%
Pulak Prasad(7)				22,856,644				64.70	%			—				1,490,000				22,856,644				57.43	%			21,366,644				53.64	%
Nitin Sibal(8)				—				—				—				—				—				—				—				—
Miriam Strouse(7)				22,856,644				64.70	%			—				1,490,000				22,856,644				57.43	%			21,366,644				53.64	%
Jeremy Young(7)				22,856,644				64.70	%			—				1,490,000				22,856,644				57.43	%			21,366,644				53.64	%
Guy Sochovsky(8)				—				—				—				—				—				—				—				—
Timothy Hammond (9)				—				—				—				—				—				—				—				—
David Charles Tibble				1,088,182				3.08	%			88,182				88,182				1,000,000				2.51	%			1,000,000				2.51	%
Anup Gupta				51,667	(6)			0.15	%			—				—				51,667				0.13	%			51,667				0.13	%
Edwin Donald Harrell				75,000				0.21	%			—				—				75,000				0.19	%			75,000				0.19	%
J.J. Selvadurai				283,333				0.80	%			—				15,000				283,333				0.71	%			268,333				0.68	%
All our directors and executive officers as a group (ten persons)(10)				24,891,494				69.56	%			88,182				1,625,182				24,803,312				62.27	%			23,266,312				58.41	%
Employees(11)
Employees (excluding our directors and executive officers)				3,545,327				9.64	%			130,401				169,401				3,414,926				8.58	%			3,375,926				8.48	%
Selling Shareholders
Warburg Pincus
	466 Lexington Avenue
	New York,
	New York 10017
	USA
	Warburg Pincus Private Equity VIII L.P.			11,428,322				32.35	%			—				745,000				11,428,322				28.71	%			10,683,322				26.82	%
	Warburg Pincus International Partners, L.P.			10,971,190				31.06	%			—				715,200				10,971,190				27.56	%			10,255,990				25.75	%
	Warburg Pincus Netherlands International Partners I, CV			457,132				1.29	%			—				29,800				457,132				1.14	%			427,332				1.07	%
Sub-total				22,856,644				64.70	%			—				1,490,000				22,856,644				57.43	%			21,366,644				53.64	%
British Airways plc				5,160,000				14.61	%			4,386,000				4,386,000				774,000				1.94	%			774,000				1.94	%
	Waterside
	P.O. Box 365
	Harmondsworth,
	Middlesex
	UK
Neeraj Bhargava (5)				320,001	(6)			0.90	%			—				32,000				320,001				0.80	%			288,001				0.72	%
	93 Chitrakoot Altamount Road Mumbai 400026 India

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																			Shareholding of WNS (Holdings) Limited
																			Immediately after the Offering
			Shareholding of WNS								Number of Shares				Number of Shares				Excluding Exercise of								Including Exercise of
			(Holdings) Limited as								sold in the				sold in the				the Over-Allotment								the Over-Allotment
			of June 30, 2006								Offering				Offering				Options								Option
											(excluding				(including
Shareholders’ Name			Shares				Percentage				optional shares)				optional shares)				Shares				Percentage				Shares				Percentage
Theodore Agnew(2)				1,956,228				5.54	%			1,075,925				1,075,925				880,303				2.21	%			880,303				2.21	%
	85 Gracechurch SV
	London EC3V 0AA
	UK
Bolton Agnew				391,241				1.11	%			215,183				215,183				176,058				0.44	%			176,058				0.44	%
	Oulton Hall Norwich Norfolk NR11 6NY UK
David Charles Tibble				1,088,182				3.08	%			88,182				88,182				1,000,000				2.51	%			1,000,000				2.51	%
	Ash House
	Fairfield Avenue
	Staines
	Middlesex TW18 4AN
	UK
Vivek Shivpuri				327,149				0.93	%			—				14,000				327,149				0.82	%			313,149				0.79	%
	7520, East Placita
	Ventana Nayes
	Tuscon, Arizona 85750
	USA
Amit Gujral				314,696				0.89	%			—				10,000				314,696				0.80	%			304,696				0.77	%
	7563, East Placita De
	La Vina
	Tuscon, Arizona 85750
	USA
J.J. Selvadurai				283,333				0.80	%			—				15,000				283,333				0.71	%			268,333				0.67	%
	31, The Goffs
	Eastbourne,
	East Sussex
	BN21 1HF
	UK
John Walker				130,401				0.37	%			130,401				130,401				—				0.00	%			—				0.00	%
	8, Vellyview Drive
	Rushmere, St. Andrew
	Ipswich, Suffolk
	IP4 5UW
	UK
Ajay Ratanlal Bohora				50,000				0.14	%			50,000				50,000				—				0.00	%			—				0.00	%
	Bohora Park
	Gangapur Road
	Nashik 422002
	India
Nicola Casado				9,333				0.03	%			9,333				9,333				—				0.00	%			—				0.00	%
	Calle Constantino
	Rodriguez 15 Chalet 6
	Pozuelo de Alarcon
	28223, Madrid
	Spain

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(1)	The shareholders are Warburg Pincus Private Equity VIII, L.P., or WP VIII, Warburg Pincus International Partners, L.P., or WPIP, and Warburg Pincus Netherlands International Partners I, CV, or WPCV1. Warburg Pincus Partners, LLC, a subsidiary of Warburg Pincus & Co., or WP, is the sole general partner of WP VIII, WPIP and WPCV1. WP VIII, WPIP and WPCV1 are managed by Warburg Pincus LLC, or WP LLC. Charles R. Kaye and Joseph P. Landy are Managing General Partners of WP and Managing Members of WP LLC and may be deemed to control the Warburg Pincus entities. Messrs. Kaye and Landy disclaim beneficial ownership of all shares held by the Warburg Pincus entities.
(2)	Of the 1,956,228 shares held by Theodore Agnew, 1,304,161 are indirectly held via a trust, known as Theodore Agnew Personal Settlement, which is controlled by Theodore Agnew and Bolton Agnew, and the remainder are held directly by Theodore Agnew. The 1,075,925 shares to be sold in this offering will be sold by Theodore Agnew Personal Settlement. Following this offering, Theodore Agnew Personal Settlement will hold 228,263 (0.57%) of our outstanding ordinary shares, assuming no exercise of the underwriters’ over-allotment option and 228,263 (0.57%) assuming the underwriters’ over-allotment option is exercised in full.
(3)	Does not include 160,000 restricted share units to be issued to certain of our directors and executive officers effective upon the completion of this offering.
(4)	All of the 150,000 shares held by Ramesh Shah are indirectly held via a trust which is controlled by Ramesh Shah.
(5)	Of the options exercisable for 320,001 shares beneficially owned by Neeraj Bhargava, 100,000 options are indirectly held via a trust which is controlled by Neeraj Bhargava, and the remainder are held directly. The 32,000 shares to be sold in this offering assuming exercise of the underwriters’ over- allotment option will be sold by Neeraj Bhargava directly.
(6)	Options exercisable within 60 days of June 30, 2006.
(7)	Pulak Prasad, Miriam Strouse and Jeremy Young, directors of our company, are Managing Directors and members of Warburg Pincus LLC. All shares indicated as owned by Pulak Prasad, Miriam Strouse and Jeremy Young are included because of their affiliation with the Warburg Pincus entities. Pulak Prasad, Miriam Strouse and Jeremy Young disclaim beneficial ownership of all shares held by the Warburg Pincus entities.
(8)	Nitin Sibal and Guy Sochovsky are Vice Presidents of Warburg Pincus LLC. Nitin Sibal and Guy Sochovsky do not have voting or investment discretion with respect to the shares of our company held by Warburg Pincus, and therefore they are not deemed to beneficially own such shares.
(9)	Timothy Hammond is a senior manager of British Airways. Timothy Hammond does not have voting or investment discretion with respect to the shares of our company held by British Airways, and therefore he is not deemed to beneficially own such shares.

(10)	Includes the shares beneficially owned by Pulak Prasad, Miriam Strouse and Jeremy Young, nominee directors of Warburg Pincus, because of their affiliation with the Warburg Pincus entities. Pulak Prasad, Miriam Strouse and Jeremy Young disclaim beneficial ownership of all shares held by the Warburg Pincus entities.
(11)	Does not include 101,000 restricted share units to be issued to our employees effective upon the completion of this offering. See “Management — Outstanding Options.”

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•	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.

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•	the consideration of our annual financial statements and report of our directors and auditors;
•	the election of directors (if necessary);
•	the appointment of auditors and the fixing of their remuneration;
•	the sanction of dividends; and
•	the transaction of any other business of which notice has been given.

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

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•	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.

Corporate Law Issue		Delaware Law		Jersey Law
Special Meetings of Shareholders		Shareholders of a Delaware corporation generally do not have the right to call meetings of shareholders unless that right is granted in the certificate of incorporation or by-laws. However, if a corporation fails to hold its annual meeting within a period of 30 days after the date designated for the annual meeting, or if no date has been designated for a period of 13 months after its last annual meeting, the Delaware Court of Chancery may order a meeting to be held upon the application of a shareholder.		Under the 1991 Law, directors shall, notwithstanding anything in a Jersey company’s articles of association, call a general meeting on a shareholders’ requisition. A shareholders’ requisition is a requisition of shareholders holding not less than one-tenth of the total voting rights of the shareholders of the company who have the right to vote at the meeting requisitioned. Failure to call an annual general meeting in accordance with the requirements of the 1991 Law is a criminal offense on the part of a Jersey company and its directors. The JFSC may, on the application of any officer, secretary or shareholder call, or direct the calling of, an annual general meeting.
Interested Director Transactions		Interested director transactions are not voidable if (i) the material facts as to the interested director’s relationship or interests are disclosed or are known to the board of directors and the board in good faith authorizes the transaction by		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

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Corporate Law Issue		Delaware Law		Jersey Law
		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.		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		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

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Corporate Law Issue		Delaware Law		Jersey Law
		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.		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.
Limitations 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).

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Corporate Law Issue		Delaware Law		Jersey Law
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		The 1991 Law does not confer upon shareholders any appraisal rights.

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Corporate Law Issue		Delaware Law		Jersey Law
		of the consideration the shareholder would otherwise receive in the transaction.
Shareholder Suits		Class actions and derivative actions generally are available to the shareholders of a Delaware corporation for, among other things, breach of fiduciary duty, corporate waste and actions not taken in accordance with applicable law. In such actions, the court has discretion to permit the winning party to recover attorneys’ fees incurred in connection with such action.		Under Article 141 of the 1991 Law, a shareholder may apply to court for relief on the ground that a company’s affairs are being conducted or have been conducted in a manner which is unfairly prejudicial to the interests of its shareholders generally or of some part of its shareholders (including at least the shareholder making the application) or that an actual or proposed act or omission by the company (including an act or omission on its behalf) is or would be so prejudicial. There may also be common law personal actions available to shareholders.
				Under Article 143 of the 1991 Law (which sets out the types of relief a court may grant in relation to an action brought under Article 141 of the 1991 Law), the court may make an order regulating the affairs of a company, requiring a company to refrain from doing or continuing to do an act complained of, authorizing civil proceedings and providing for the purchase of shares by a company or by any of its other shareholders.
Inspection of Books and Records		All shareholders of a Delaware corporation have the right, upon written demand, to inspect or obtain copies of the corporation’s shares ledger and its other books and records for any purpose reasonably related to such person’s interest as a shareholder.		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

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Corporate Law Issue		Delaware Law		Jersey Law
				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.

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•	we do not timely request that the rights be distributed to you or we request that the rights not be distributed to you;
•	we fail to deliver satisfactory documents to the depositary bank; or
•	it is not reasonably practicable to distribute the rights.

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•	we do not timely request that the property be distributed to you or if we ask that the property not be distributed to you;
•	we do not deliver satisfactory documents to the depositary bank; or
•	the depositary bank determines that all or a portion of the distribution to you is not reasonably practicable.

•	the ordinary shares are duly authorized, validly issued, fully paid, non-assessable and legally obtained;
•	all preemptive (and similar) rights, if any, with respect to such ordinary shares have been validly waived or exercised;

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•	you are duly authorized to deposit the ordinary shares;
•	the ordinary shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the ADSs issuable upon such deposit will not be, “restricted securities” (as defined in the deposit agreement); and
•	the ordinary shares presented for deposit have not been stripped of any rights or entitlements.

•	during temporary delays that may arise because (i) the transfer books for the ordinary shares or ADSs are closed, or (ii) ordinary shares are immobilized on account of a shareholders’ meeting or a payment of dividends;
•	when obligations to pay fees, taxes and similar charges are due; and
•	when restrictions are imposed because of laws or regulations applicable to ADSs or the withdrawal of the securities on deposit.

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Service		Fees
Issuance of ADSs		Up to $0.05 per ADS issued
Cancellation of ADSs		Up to $0.05 per ADS canceled
Distribution of ADSs		Up to $0.05 per ADS issued
Distribution of cash dividends or other cash distribution		Up to $0.02 per ADS held
Annual servicing fee (payable only to the extent no fee for the distribution of cash dividends or other cash distribution is payable)		Currently no fee, but may in future be up to $0.02 per ADS held

•	fees for the transfer and registration of ordinary shares (i.e., upon deposit and withdrawal of ordinary shares);
•	expenses incurred for converting foreign currency into US dollars;
•	expenses for cable, telex and fax transmissions and for delivery of securities; and
•	taxes and duties upon the transfer of securities (i.e., when ordinary shares are deposited or withdrawn from deposit).

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•	For a period of six months after termination, you will be able to request the cancellation of your ADSs and the withdrawal of the ordinary shares represented by your ADSs and the delivery of all other property held by the depositary bank in respect of those ordinary shares on the same terms as prior to the termination. During such six months’ period the depositary bank will continue to collect all distributions received on the ordinary shares on deposit (i.e., dividends) but will not distribute any such property to you until you request the cancellation of your ADSs.
•	After the expiration of such six months’ period, the depositary bank may sell the securities held on deposit. The depositary bank will hold the proceeds from such sale and any other funds then held for the holders of ADSs in a non-interest bearing account. At that point, the depositary bank will have no further obligations to holders other than to account for the funds then held for the holders of ADSs still outstanding.

•	We and the depositary bank are obligated only to take the actions specifically stated in the deposit agreement. The depositary bank shall have no liability to us or the holders of the ADSs in the absence of gross negligence or willful misconduct.
•	The depositary bank disclaims any liability for any failure to carry out voting instructions, for any manner in which a vote is cast or for the effect of any vote, provided it acts in good faith and in accordance with the terms of the deposit agreement.
•	The depositary bank disclaims any liability for any failure to determine the lawfulness or practicality of any action, for the content of any document forwarded to you on our behalf or for the accuracy of any translation of such a document, for the investment risks associated with investing in ordinary shares, for the validity or worth of the ordinary shares, for any tax consequences that result from the ownership of ADSs, for the credit worthiness of any third party, for allowing any rights to lapse under the terms of the deposit agreement, for the timeliness of any of our notices or for our failure to give notice.
•	We and the depositary bank will not be obligated to perform any act that is inconsistent with the terms of the deposit agreement.
•	We and the depositary bank disclaim any liability if we are prevented or forbidden from acting on account of any law or regulation, any provision of our Articles of Association or Memorandum of Association, any provision of any securities on deposit or by reason of any act of God or war or other circumstances beyond our control.
•	We and the depositary bank disclaim any liability by reason of any exercise of, or failure to exercise, any discretion provided for the deposit agreement or in our Articles of Association or Memorandum of Association or in any provisions of securities on deposit.

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•	We and the depositary bank further disclaim any liability for any action or inaction in reliance on the advice or information received from legal counsel, accountants, any person presenting ordinary shares for deposit, any holder of ADSs or authorized representative thereof, or any other person believed by either of us in good faith to be competent to give such advice or information.
•	We and the depositary bank also disclaim liability for the inability by a holder to benefit from any distribution, offering, right or other benefit which is made available to holders of ordinary shares but is not, under the terms of the deposit agreement, made available to you.
•	We and the depositary bank may rely without any liability upon any written notice, request or other document believed to be genuine and to have been signed or presented by the proper parties.
•	We and the depositary bank also disclaim liability for any consequential or punitive damages for any breach of the terms of the deposit agreement.

•	distribute the foreign currency to holders for whom the distribution is lawful and practicable; or
•	hold the foreign currency (without liability for interest) for the applicable holders.

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•	offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of directly or indirectly, any shares, or any securities convertible into or exercisable or exchangeable for ordinary shares or ADSs;
•	request or demand that we file a registration statement related to the ordinary shares or ADSs; or
•	enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ordinary shares or ADSs;

•	the sale of shares or ADSs to the underwriters;
•	transactions by any person other than us relating to share, ADSs or other securities acquired in open market transactions after the completion of this offering of the ordinary shares or ADSs;

•	the issuance by us of shares upon the exercise of an option or a warrant or the conversion of a security outstanding on the date of this prospectus of which the underwriters have been advised in writing;
•	the issuance by us of shares, or options to purchase shares, pursuant to our Stock Incentive Plan or our 2006 Incentive Award Plan;
•	the issuance by us of shares in connection with our acquisition of or merger with or into any other company (provided that the amount of shares issued in connection with any such transaction does not in the aggregate exceed 10% of our total shares outstanding at the time of this offering);
•	the filing by us of any registration statement on Form S-8 relating to the offering of securities pursuant to the terms of a stock incentive plan in effect on the date of the underwriting agreement;
•	transfers by a selling shareholder of shares or any security convertible into shares as a bona fide gift; and
•	distributions by a selling shareholder of shares or any security convertible into shares to limited partners or stockholders of the selling shareholder.

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•	banks;
•	certain financial institutions;
•	insurance companies;
•	broker dealers;
•	traders that elect to mark-to-market;

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•	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.

•	a citizen or resident of the US;
•	a corporation (or other entity taxable as a corporation) organized under the laws of the US, 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 supervision of a court within the US and the control of one or more US persons or (2) has a valid election in effect under applicable US Treasury regulations to be treated as a US person.

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•	at least 75% of its gross income is passive income, or
•	under the PFIC asset test at least 50% of the value of its assets (determined on the basis of a quarterly average) is attributable to assets that produce or are held for the production of passive income.

•	the excess distribution or gain will be allocated ratably over your holding period for the ADSs or ordinary shares,
•	the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we became a PFIC, will be treated as ordinary income, and

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•	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.

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			Number of
Name			ADSs
Morgan Stanley & Co. International Limited
Deutsche Bank Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Citigroup Global Markets Inc.
UBS Securities LLC
	Total			10,428,708

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•	offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares or ADSs, or any securities convertible into or exercisable or exchangeable for shares or ADSs;
•	request or demand that we file a registration statement related to the ordinary shares or the ADSs; or
•	enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares or ADSs;

•	the sale of shares or ADSs to the underwriters; or
•	transactions by any person other than us relating to shares, ADSs or other securities acquired in open market transactions after the completion of the offering of the ADSs;

•	the issuance by us of shares upon the exercise of an option or a warrant or the conversion of a security outstanding on the date of this prospectus of which the underwriters have been advised in writing;
•	the issuance by us of shares, or options to purchase shares, pursuant to our Stock Incentive Plan or our 2006 Incentive Award Plan;
•	the issuance by us of shares in connection with our acquisition of or merger with or into any other company (provided that the amount of shares issued in connection with any such transaction does not in the aggregate exceed 10% of our total shares outstanding at the time of this offering);
•	the filing by us of any registration statement on Form S-8 relating to the offering of securities pursuant to the terms of a stock incentive plan in effect on the date of the underwriting agreement;
•	transfers by a selling shareholder of shares or any security convertible into shares as a bona fide gift; and
•	distributions by a selling shareholder of shares or any security convertible into shares to limited partners or stockholders of the selling shareholder.

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(a)	to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
(b)	to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;
(c)	by the underwriters to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of Morgan Stanley & Co. International Limited, Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated; or
(d)	in any other circumstances falling within Article 3(2) of the Prospectus Directive.

(a)	it is a qualified investor within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive; and
(b)	in the case of any ADSs acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the ADSs acquired by it in the offer have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than qualified investors, as that term is defined in the Prospectus Directive, or in circumstances in which the prior consent of Morgan Stanley & Co. International Limited, Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated has been given to the offer or resale; or (ii) where ADSs have been acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the offer of those ADSs to it is not treated under the Prospectus Directive as having been made to such persons.

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(a)	has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any of the ADSs other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and
(b)	has not issued or does not have in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the ADSs, which is directed at or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect of the ADSs which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance.

•	in accordance with any exemption from the registration requirements of the Korean Securities and Exchange Law, and
•	in compliance with applicable provisions of South Korean law, including, without limitation, the Foreign Exchange Transaction Law and Regulations.

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(a)	a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
(b)	a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor,

(1)	to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA;
(2)	where no consideration is given for the transfer; or
(3)	by operation of law.

(a)

is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and (ii) has not offered or sold and will not offer or sell the ADSs other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the ADSs would otherwise constitute a contravention of Section 19 of the FSMA by us;

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(b)	has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the ADSs in circumstances in which Section 21(1) of the FSMA does not apply to us; and
(c)	has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the ADSs in, from or otherwise involving the UK.

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•	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.

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•	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 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.

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Consolidated Financial Statements
Report of Ernst & Young			F-2
Consolidated Balance Sheets as at March 31, 2006 and 2005			F-3
Consolidated Statements of Operations for the years ended March 31, 2006, 2005 and 2004			F-4
Consolidated Statements of Shareholders’ Equity for the years ended March 31, 2006, 2005 and 2004			F-5
Consolidated Statements of Cash Flows for the years ended March 31, 2006, 2005 and 2004			F-6
Notes to Consolidated Financial Statements			F-7

F-1

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F-2

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				March 31,
				2006				2005
ASSETS
Current assets
	Cash and cash equivalents			$	18,549			$	9,099
	Accounts receivable, net of allowance of $373 and $284, respectively				25,976				22,702
	Accounts receivable — related parties				2,105				2,533
	Funds held for clients				3,047				4,222
	Employee receivables				922				779
	Prepaid expenses				1,225				1,317
	Prepaid income taxes				2,488				2,374
	Deferred tax assets				353				432
	Other current assets				2,730				536
		Total current assets			57,395				43,994
Goodwill					33,774				26,550
Intangible assets, net					8,713				151
Property and equipment, net					30,623				24,670
Deposits					2,990				1,892
Deferred tax assets					1,308				722
TOTAL ASSETS				$	134,803			$	97,979
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
	Accounts payable			$	22,238			$	22,392
	Accounts payable — related parties				836				574
	Note payable				—				10,000
	Accrued employee costs				11,336				3,707
	Deferred revenue				8,994				11,478
	Income taxes payable				726				301
	Obligation under capital leases — current				184				315
	Deferred tax liabilities				368				317
	Other current liabilities				8,781				5,744
		Total current liabilities			53,463				54,828
Obligation under capital leases — non current					2				200
Deferred rent					824				—
Deferred tax liabilities — non current					2,350				—
Commitments and contingencies
Shareholders’ equity
	Ordinary shares, $0.15 (10 pence) par value Authorized: 40,000,000 shares,
	Issued and outstanding: 35,321,511 and 31,194,553 shares, respectively				5,290				4,585
	Additional paid-in-capital				62,228				43,522
	Ordinary shares subscribed: 4,346 and 82,333 shares, respectively				10				157
	Retained earnings (accumulated deficit)				4,104				(14,225	)
	Deferred share-based compensation				(582	)			(288	)
	Accumulated other comprehensive income				7,114				9,200
Total shareholders’ equity					78,164				42,951
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY				$	134,803			$	97,979

F-3

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				Year ended March 31,
				2006				2005				2004
Revenue
	Third parties			$	186,500			$	144,666			$	86,805
	Related parties				16,309				17,507				17,253
					202,809				162,173				104,058
Cost of revenue (a)(b)					145,730				140,254				89,659
Gross profit					57,079				21,919				14,399
Operating expenses
	Selling, general and administrative expenses (a)(b)				36,347				24,887				18,825
	Amortization of intangible assets				856				1,416				2,600
Operating income (loss)					19,876				(4,384	)			(7,026	)
Other income, net (a)					456				172				324
Interest expense					(429	)			(496	)			(59	)
Income (loss) before income taxes					19,903				(4,708	)			(6,761	)
(Provision) benefit for income taxes					(1,574	)			(1,068	)			41
Net income (loss)				$	18,329			$	(5,776	)		$	(6,720	)
Basic income (loss) per share				$	0.56			$	(0.19	)		$	(0.22	)
Diluted income (loss) per share					0.52				(0.19	)			(0.22	)
(a)	Includes the following related party amounts:
	Cost of revenue			$	1,250			$	1,756			$	1,279
	Selling, general and administrative expenses				481				402				291
	Other income				250				—				—
(b)	Includes the following share-based compensation amounts:
	Cost of revenue			$	127			$	35			$	34
	Selling, general and administrative expenses				1,795				204				171

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																			Retained								Accumulated
			Ordinary shares								Additional				Ordinary				earnings				Deferred				other				Total
											paid-in-				shares				(accumulated				share-based				comprehensive				shareholders’
			Number				Par value				capital				subscribed				deficit)				compensation				income				equity
Balance at April 1, 2003				30,795,888			$	4,510			$	42,447			$	—			$	(1,729	)		$	(290	)		$	2,481			$	47,419
Stock options exercised				—				—				—				233				—				—				—				233
Stock options forfeited				—				—				(14	)			—				—				14				—				—
Amortization of deferred share-based compensation				—				—				—				—				—				188				—				188
Comprehensive loss:
	Net loss			—				—				—				—				(6,720	)			—				—				(6,720	)
	Foreign currency translation			—				—				—				—				—				—				5,540				5,540
Comprehensive loss																																(1,180	)
Balance at March 31, 2004				30,795,888				4,510				42,433				233				(8,449	)			(88	)			8,021				46,660
Shares issued for exercised options				398,665				75				667				(233	)			—				—				—				509
Stock options exercised				—				—				—				157				—				—				—				157
Stock options forfeited				—				—				(7	)			—				—				7				—				—
Deferred share-based compensation				—				—				429				—				—				(429	)			—				—
Amortization of deferred share-based compensation				—				—				—				—				—				222				—				222
Comprehensive loss:
	Net loss			—				—				—				—				(5,776	)			—				—				(5,776	)
	Foreign currency translation			—				—				—				—				—				—				1,179				1,179
Comprehensive loss																																(4,597	)
Balance at March 31, 2005				31,194,553				4,585				43,522				157				(14,225	)			(288	)			9,200				42,951
Shares issued for exercised options				1,710,936				286				2,901				(157	)			—				—				—				3,030
Shares issued to a Director				150,000				26				876				—				—				—				—				902
Shares issued for acquisition of Trinity Partners Inc.				2,266,022				393				13,354				—				—				(635	)			—				13,112
Stock options exercised				—				—				—				10				—				—				—				10
Stock options forfeited				—				—				(51	)			—				—				51				—				—
Deferred share-based compensation				—				—				166				—				—				(166	)			—				—
Purchase of immature shares and modification of options				—				—				1,460				—				—				—				—				1,460
Amortization of deferred share-based compensation				—				—				—				—				—				456				—				456
Comprehensive income:
	Net income			—				—				—				—				18,329				—				—				18,329
	Foreign currency translation			—				—				—				—				—				—				(2,086	)			(2,086	)
Comprehensive income				—				—				—				—				—				—				—				16,243
Balance at March 31, 2006				35,321,511			$	5,290			$	62,228			$	10			$	4,104			$	(582	)		$	7,114			$	78,164

F-5

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						Year ended March 31,
						2006				2005				2004
Cash flows from operating activities
	Net income (loss)					$	18,329			$	(5,776	)		$	(6,720	)
	Adjustments to reconcile net income (loss) to net cash provided by operating activities:
		Depreciation and amortization					11,308				9,857				7,949
		Share-based compensation					1,922				239				205
		Amortization of deferred financing cost					125				15				—
		Allowance for doubtful accounts					101				69				(104	)
		Gain on sale of property and equipment					(32	)			—				(76	)
		Deferred income taxes					(1,028	)			(71	)			(324	)
		Changes in operating assets and liabilities, net of effect of acquisition:
			Accounts receivable				(2,976	)			(8,687	)			(4,859	)
			Other current assets				628				(503	)			(2,813	)
			Deposits				(1,067	)			(779	)			(569	)
			Accounts payable				(290	)			(1,990	)			12,221
			Deferred revenue				(2,193	)			5,887				5,012
			Other current liabilities				10,019				3,560				1,675
				Net cash provided by operating activities			34,846				1,821				11,597
Cash flows from investing activities
	Acquisition, net of cash acquired						(3,862	)			—				(778	)
	Purchase of property and equipment (See Note 12)						(14,893	)			(18,267	)			(8,735	)
	Proceeds from sale of property and equipment						77				—				88
				Net cash used in investing activities			(18,678	)			(18,267	)			(9,425	)
Cash flows from financing activities
	Ordinary shares issued and subscribed						3,942				666				233
	Principal payments under capital leases						(299	)			(372	)			(296	)
	Proceeds from note payable, net of financing cost						—				9,860				—
	Repayment of note payable						(10,000	)			—				—
				Net cash (used in) provided by financing activities			(6,357	)			10,154				(63	)
Effect of exchange rate changes on cash and cash equivalents							(361	)			566				651
Net change in cash and cash equivalents							9,450				(5,726	)			2,760
Cash and cash equivalents at beginning of year							9,099				14,825				12,065
Cash and cash equivalents at end of year						$	18,549			$	9,099			$	14,825
Supplemental disclosure of cash flow information:
	Cash paid for interest					$	440			$	424			$	4
	Cash paid (refund) for income taxes						2,288				(749	)			988
	Assets acquired under capital leases						—				115				598
	Shares issued for the acquisition of Trinity Partners Inc.						13,747				—				—

F-6

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1.	ORGANIZATION AND DESCRIPTION OF BUSINESS

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

	Basis of preparation

	Use of estimates

	Foreign currency translation

	Revenue recognition

F-7

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F-8

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		Year ended March 31,
		2006				2005				2004
Balance at the beginning of the year		$	284			$	210			$	277
Charged to operations			134				217				123
Write-off, net of collections			(20	)			(83	)			(227	)
Reversal			(13	)			(65	)			—
Translation adjustment			(12	)			5				37
Balance at the end of the year		$	373			$	284			$	210

F-9

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Asset description		Asset life (in years)
Computers and software		3
Furniture, fixtures and office equipment		4-5
Vehicles		3
Leasehold improvements		Lesser of estimated useful life or lease term

	Goodwill and intangible assets

Asset description		Asset life (in months)
Customer related intangibles			24-60
Know-how			24
Covenant not-to-compete			24

F-10

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	Income taxes

	Employee benefits

	Defined contribution plans

F-11

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			Year ended March 31,
			2006				2005				2004
Numerator:
	Net income (loss)		$	18,329			$	(5,776	)		$	(6,720	)
Denominator:
	Basic weighted average ordinary shares outstanding			32,874,299				30,969,658				30,795,888
	Dilutive impact of stock options			2,155,467				—				—
	Diluted weighted average ordinary shares outstanding			35,029,766				30,969,658				30,795,888

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			Year ended March 31,
			2006				2005				2004
Net income (loss) as reported			$	18,329			$	(5,776	)		$	(6,720	)
Add: Share-based employee compensation expense included in reported net income (loss), net of related tax effects				1,709				239				205
Less: Share-based employee compensation expense determined based on the fair value of the options, net of related tax effects				(1,422	)			(1,229	)			(812	)
Pro forma net income (loss)			$	18,616			$	(6,766	)		$	(7,327	)
Basic income (loss) per share:
	As reported		$	0.56			$	(0.19	)		$	(0.22	)
	Pro forma			0.57				(0.22	)			(0.24	)
Diluted income (loss) per share:
	As reported		$	0.52			$	(0.19	)		$	(0.22	)
	Pro forma			0.53				(0.22	)			(0.24	)

		Year ended March 31,
		2006				2005				2004
Risk free interest rate			7	%			7	%			7	%
Dividend yield			—				—				—
Expected life in years			6				5				5

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3.	ACQUISITION OF TRINITY PARTNERS INC.

F-14

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		Amount
Cash		$	2,952
Accounts receivable			1,494
Other assets			365
Property and equipment			1,285
Customer contracts			7,080
Customer relationships			2,340
Deferred tax asset			858
Goodwill			8,889
Current liabilities			(1,718	)
Deferred tax liabilities			(3,768	)
Total purchase price		$	19,777

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			Year ended March 31,
			2006				2005
Revenue
	As reported		$	202,809			$	162,173
	Pro forma			210,356				167,684
Net income (loss)
	As reported		$	18,329			$	(5,776	)
	Pro forma			17,168				(8,296	)
Basic income (loss) per share
	As reported		$	0.56			$	(0.19	)
	Pro forma			0.50				(0.25	)
Diluted income (loss) per share
	As reported		$	0.52			$	(0.19	)
	Pro forma			0.47				(0.25	)

4.	PROPERTY AND EQUIPMENT

		March 31,
		2006				2005
Computers and software		$	27,021			$	23,295
Furniture, fixtures and office equipment			19,915				14,472
Vehicles			1,012				717
Leasehold improvements			9,857				8,564
Capital work-in-progress			1,874				613
			59,679				47,661
Accumulated depreciation and amortization			(29,056	)			(22,991	)
Property and equipment, net		$	30,623			$	24,670

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5.	GOODWILL AND INTANGIBLES

		March 31, 2006
						Accumulated
		Gross				amortization				Net
Customer contracts		$	12,945			$	6,396			$	6,549
Customer relationships			2,340				176				2,164
Know-how			310				310				—
Covenant not-to-compete			100				100				—
		$	15,695			$	6,982			$	8,713

		March 31, 2005
						Accumulated
		Gross				amortization				Net
Customer contracts		$	6,181			$	6,116			$	65
Know-how			315				249				66
Covenant not-to-compete			100				80				20
		$	6,596			$	6,445			$	151

Year ending March 31		Amount
2007		$	1,884
2008			1,884
2009			1,884
2010			1,884
2011			1,177
		$	8,713

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			WNS				WNS Auto
			Global BPO				Claims BPO				Total
Balance at April 1, 2003			$	3,604			$	18,774			$	22,378
	Goodwill arising on acquisition			209				—				209
	Foreign currency translation			302				3,084				3,386
Balance at March 31, 2004				4,115				21,858				25,973
	Foreign currency translation			17				560				577
Balance at March 31, 2005				4,132				22,418				26,550
	Goodwill arising on acquisition			8,889				—				8,889
	Foreign currency translation			(65	)			(1,600	)			(1,665	)
Balance at March 31, 2006			$	12,956			$	20,818			$	33,774

6.	INCOME TAXES

		March 31,
		2006				2005				2004
Current taxes
Domestic taxes		$	—			$	—			$	—
Foreign taxes			(2,602	)			(1,139	)			(283	)
			(2,602	)			(1,139	)			(283	)
Deferred taxes
Domestic taxes			—				—				—
Foreign taxes			1,028				71				324
			1,028				71				324
		$	(1,574	)		$	(1,068	)		$	41

		Year ended March 31,
Jurisdiction		2006				2005				2004
India		$	16,053			$	(7,416	)		$	(6,632	)
United States			(1,163	)			420				289
United Kingdom			5,821				1,653				(546	)
Other			(808	)			635				128
Income (loss) before income taxes		$	19,903			$	(4,708	)		$	(6,761	)

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			Year ended March 31,
			2006				2005				2004
Net income (loss) before taxes			$	19,903			$	(4,708	)		$	(6,761	)
Enacted tax rates in Jersey				0	%			0	%			0	%
Statutory income tax				—				—				—
(Provision) benefit due to:
	Foreign minimum alternative taxes and state taxes			—				(8	)			(63	)
	Differential foreign tax rates			(1,454	)			(1,036	)			102
	Other			(120	)			(24	)			2
(Provision) benefit for income taxes			$	(1,574	)		$	(1,068	)		$	41

			March 31,
			2006				2005
Deferred tax assets:
	Property and equipment		$	1,047			$	722
	Net operating loss carry forward			1,418				555
	Accruals deductible on actual payment			262				105
	Share-based compensation			207				—
	Other			156				46
Total deferred tax assets				3,090				1,428
Less: valuation allowances				(246	)			(265	)
Deferred tax assets, net of valuation allowances				2,844				1,163
Deferred tax liabilities:
	Property and equipment			(48	)			(9	)
	Intangibles			(3,485	)			—
	Tax on undistributed profits of a subsidiary			(368	)			(317	)
Total deferred tax liabilities				(3,901	)			(326	)
Net deferred tax (liabilities) assets			$	(1,057	)		$	837

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			March 31,
			2006				2005
Current
	Deferred tax assets		$	353			$	432
	Deferred tax liabilities			(368	)			(317	)
Net current deferred tax (liabilities) assets				(15	)			115
Non current
	Deferred tax assets			1,554				996
	Less: valuation allowance			(246	)			(265	)
				1,308				731
	Deferred tax liabilities			(2,350	)			(9	)
Net non current deferred tax (liabilities) assets			$	(1,042	)		$	722

7.	DEFERRED REVENUE

		March 31,
		2006				2005
Claims handling		$	1,025			$	2,693
Advance billings			6,989				6,026
Minimum commitment received			—				1,547
Other			980				1,212
		$	8,994			$	11,478

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8.	RETIREMENT BENEFITS

	Defined contribution plans

		Year ended March 31,
		2006				2005				2004
Provident fund — India		$	$1,839			$	968			$	716
Pension scheme — UK			404				445				261
401(k) plan — US			225				191				106
		$	2,468			$	1,604			$	1,083

	Defined benefit plan — gratuity

		Year ended March 31,
		2006				2005				2004
Change in projected benefit obligations
Obligation at beginning of the year		$	494			$	384			$	221
Translation adjustment			(9	)			(9	)			37
Service cost			205				143				91
Interest cost			35				24				17
Benefits paid			(65	)			(47	)			(48	)
Business combination			26				—				—
Actuarial (gain) loss			73				(1	)			66
Benefit obligation at end of the year		$	759			$	494			$	384
Change in plan assets
Plan assets at beginning of the year		$	333			$	336			$	221
Translation adjustment			(6	)			(10	)			31
Actual return			35				(26	)			(20	)
Actual contributions			154				23				112
Actual benefits			(65	)			(47	)			(48	)
Gain (loss)			—				57				40
Plan assets at end of the year		$	451			$	333			$	336
Funded status		$	(308	)		$	(161	)		$	(48	)
Unrecognized net loss			145				75				102
Accrued liabilities		$	(163	)		$	(86	)		$	54
Accumulated benefit obligation at end of the year		$	528			$	346			$	262

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		Year ended March 31,
		2006				2005				2004
Net periodic gratuity cost
Service cost		$	205			$	143			$	91
Interest cost			35				24				17
Expected return on plan asset			(27	)			(26	)			(20	)
Amortization			8				20				3
Net periodic gratuity cost for the year		$	221			$	161			$	91

		Year ended March 31,
		2006				2005				2004
Discount rate			8.0%				8.0%				7.0%
Rate of increase in compensation levels		9%-11% for 5 years and 7%-9% thereafter				9.0% for 5 years and 7.0% thereafter				9.0% for 5 years and 7.0% thereafter
Rate of return on plan assets			7.5%				7.0%				7.5%

Year ending March 31		Amount
2007		$	173
2008			194
2009			274
2010			391
2011			514
2012-2016			1,466
		$	3,012

9.	NOTE PAYABLE

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10.	SHAREHOLDERS’ EQUITY

11.	STOCK OPTIONS

		Year ended March 31,
		2006								2005								2004
		Shares arising				Weighted-average				Shares arising				Weighted-average				Shares arising				Weighted-average
		from options				exercise price				from options				exercise price				from options				exercise price
Outstanding at beginning of the year			4,466,245			$	2.12				4,119,167			$	1.94				2,316,500			$	1.57
Granted			1,481,479				7.83				889,744				2.76				1,868,000				2.40
Forfeited			(298,384	)			2.45				(144,001	)			2.47				(65,333	)			1.87
Exercise of options			(1,710,936	)			1.80				(398,665	)			1.53				—				—
Outstanding at end of the year			3,938,404			$	4.39				4,466,245			$	2.12				4,119,167			$	1.94

														Weighted-average
		Range of								Weighted-average				remaining
		exercise prices				Shares				exercise price				contractual life
Options outstanding			$ 1.53-$2.23				140,670			$	2.22				7.54 years
			2.37-$3.19				777,798				2.71				8.16 years
			5.65-$6.31				1,043,079				6.17				9.42 years
			12.26-$12.26				412,400				12.26				9.91 years
Options vested and exercisable			1.53-$2.23				906,292				1.82				6.76 years
			2.37-$3.19				658,165				2.60				7.91 years
							3,938,404			$	4.39				8.29 years

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						Weighted				Weighted				Weighted
		No. of				average				average fair				average
		options				exercise				value per				intrinsic value
Grants made during the quarter ended		granted				price				share				per share
June 30, 2005			160,500			$	5.44			$	5.65			$	0.21
September 30, 2005			828,100				6.27				6.27				—
December 31, 2005			45,479				6.07				6.07				—
March 31, 2006			447,400				11.72				11.99				0.27

12.	RELATED PARTY TRANSACTIONS

Name of the related party		Relationship
Warburg Pincus		Principal shareholder
British Airways Plc.		Principal shareholder and significant customer
Flovate Technologies Limited (“Flovate”)		A company of which a member of management is a principal shareholder.
Datacap Software Pvt Ltd. (“Datacap”)		A company of which a member of management is a principal shareholder.

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															Amount receivable
															(payable) at
			Year ended March 31,												March 31,
Nature of transaction/related party			2006				2005				2004				2006				2005
Revenue
	British Airways		$	14,663			$	16,369			$	16,335			$	1,530			$	2,424
	Warburg Pincus and its affiliates			1,646				1,138				918				288				109
Cost of revenue
	Flovate			1,216				1,745				1,278				—				(17	)
	Datacap			34				11				1				—				—
Selling, general and administrative expense
	Warburg Pincus affiliate			193				19				43				—				(8	)
	Flovate			288				383				248				—				—
Property and equipment additions
	Warburg Pincus affiliate			559				1,859				—				(53	)			(25	)
	Flovate			1,552				1,161				1,460				(783	)			(524	)
Other Income
	Flovate			250				—				—				287				—

13.	OTHER INCOME, NET

		Year ended March 31,
		2006				2005				2004
Foreign exchange (loss) gain, net		$	(402	)		$	(102	)		$	25
Interest income			439				264				210
Gain on sale of property and equipment			32				—				76
Other (See Note 12)			387				10				13
		$	456			$	172			$	324

14.	SEGMENTS

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		Year ended March 31, 2006
		WNS				WNS Auto				Inter
		Global BPO				Claims BPO				segments (a)				Total
Revenue from external customers		$	123,226			$	79,583			$	—			$	202,809
Segment revenue			125,229				79,583				(2,003	)			202,809
Payments to repair centers			—				54,904				—				54,904
Revenue less repair payments			125,229				24,679				(2,003	)			147,905
Depreciation			8,677				1,775				—				10,452
Other costs			99,040				17,762				(2,003	)			114,799
Segment operating income			17,512				5,142				—				22,654
Unallocated share-based compensation expense															(1,922	)
Amortization of intangible assets															(856	)
Other income															456
Interest expense															(429	)
Income before income taxes															19,903
Provision for income taxes															(1,574	)
Net income														$	18,329
Capital expenditure		$	12,689			$	2,204			$	—			$	14,893
Segment assets, net of eliminations as at March 31, 2006		$	92,415			$	42,388			$	—			$	134,803

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		Year ended March 31, 2005
		WNS Global				WNS Auto				Inter
		BPO				Claims BPO				segments (a)				Total
Revenue from external customers		$	76,982			$	85,191			$	—			$	162,173
Segment revenue			78,595				85,191				(1,613	)			162,173
Payment to repair centers			—				63,186				—				63,186
Revenue less repair payments			78,595				22,005				(1,613	)			98,987
Depreciation			6,905				1,536				—				8,441
Other costs ((b))			77,772				17,116				(1,613	)			93,275
Segment operating income (loss)			(6,082	)			3,353				—				(2,729	)
Unallocated share-based compensation expense															(239	)
Amortization of intangible assets															(1,416	)
Other income															172
Interest expense															(496	)
Loss before income taxes															(4,708	)
Provision for income taxes															(1,068	)
Net loss														$	(5,776	)
Capital expenditure		$	16,343			$	1,924			$	—			$	18,267
Segment assets, net of eliminations as at March 31, 2005		$	48,709			$	49,270			$	—			$	97,979

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		Year ended March 31, 2004
		WNS				WNS Auto				Inter
		Global BPO				Claims BPO				segments (a)				Total
Revenue from external customers		$	36,750			$	67,308			$	—			$	104,058
Segment revenue			37,881				67,308				(1,131	)			104,058
Payments to repair centers			—				54,164				—				54,164
Revenue less repair payments			37,881				13,144				(1,131	)			49,894
Depreciation			4,326				1,023				—				5,349
Other costs ((b))			38,383				11,514				(1,131	)			48,766
Segment operating income (loss)			(4,828	)			607				—				(4,221	)
Unallocated share-based compensation expense															(205	)
Amortization of intangible assets															(2,600	)
Other income															324
Interest expense															(59	)
Loss before income taxes															(6,761	)
Benefit for income taxes															41
Net loss														$	(6,720	)
Capital expenditure		$	6,126			$	2,609			$	—			$	8,735
Segment assets, net of eliminations as at March 31, 2004		$	40,582			$	45,990			$	—			$	86,572

		Year ended March 31,
		2006				2005				2004
UK		$	126,866			$	105,552			$	75,044
US			49,134				28,004				10,199
Europe (excludes UK)			25,421				27,730				18,104
Other			1,388				887				711
		$	202,809			$	162,173			$	104,058

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		March 31,
		2006				2005
UK		$	23,720			$	26,194
India			29,324				23,595
US			18,621				641
Other			1,445				941
		$	73,110			$	51,371

15.	COMMITMENTS AND CONTINGENCIES

	Leases

		Capital				Operating
Year ending March 31,		leases				leases
2007		$	193			$	21,091
2008			2				19,021
2009			—				17,710
2010			—				17,252
2011			—				9,117
Thereafter			—				3,845
Total minimum lease payments		$	195			$	88,036
Amounts representing interest			(9	)
Present value of net minimum lease payments		$	186
Obligation under capital leases:
Long term			2
Current			184
		$	186

	Bank guarantees and other

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Consolidated Financial Statements
Report of Ernst & Young			F-31
Consolidated Balance Sheet as at March 31, 2005			F-32
Consolidated Statement of Operations for the year ended March 31, 2005			F-33
Consolidated Statement of Stockholders’ Equity for the year ended March 31, 2005			F-34
Consolidated Statement of Cash Flows for the year ended March 31, 2005			F-35
Notes to Consolidated Financial Statements			F-36
Unaudited Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets as at November 15, 2005 and March 31, 2005			F-45
Condensed Consolidated Statements of Operations for the periods from April 1, 2005 to November 15, 2005 and April 1, 2004 to November 15, 2004			F-46
Condensed Consolidated Statements of Cash Flows for the periods from April 1, 2005 to November 15, 2005 and April 1, 2004 to November 15, 2004			F-47
Notes to the Condensed Consolidated Financial Statements			F-48

F-30

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F-31

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ASSETS
Current assets
	Cash and cash equivalents		$	3,729
	Accounts receivable			24
	Accounts receivable — related parties			137
	Unbilled receivables			21
	Unbilled receivables — related parties			717
	Prepaid expenses			121
	Other current assets			56
Total current assets				4,805
Property and equipment, net				2,174
Deposits				192
TOTAL ASSETS			$	7,171
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
	Accounts payable		$	130
	Accrued employee costs			490
	Deferred revenue			484
	Current portion of long term debt			13
	Other accrued expenses and current liabilities			171
Total current liabilities				1,288
Long term debt, net of current portion				27
Commitments and contingencies
Stockholders’ equity
	Series A Preferred stock, $0.01 par value — 3,367,000 shares authorized, issued and outstanding with liquidation preference of $3,367			34
	Series B Preferred stock, $0.01 par value — 5,555,550 shares authorized, issued and outstanding with liquidation preference of $5,556			56
	Common stock, $0.01 par value — 9,806,388 shares authorized; Nil shares issued and outstanding			—
	Additional paid-in-capital			9,284
	Promissory notes			(372	)
	Deferred stock-based compensation			(609	)
	Accumulated deficit			(2,546	)
	Accumulated other comprehensive income			9
Total stockholders’ equity				5,856
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY			$	7,171

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Revenue
	Third Parties		$	54
	Related Parties			5,376
Revenue				5,430
Cost of revenue				2,574
Gross profit				2,856
Operating expenses
	Selling, general and administrative expenses			3,781
Operating loss				(925	)
Interest income				91
Interest expense				(1	)
Foreign exchange gain, net				—
Loss before income taxes				(835	)
Provision for income taxes				—
Net loss			$	(835	)

F-33

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			Series A preferred								Series B preferred
			stock								stock																								Accumulated
																			Additional								Deferred								other				Total
							Par								Par				paid-in-				Promissory				stock-based				Accumulated				comprehensive				stockholders’
			Number				value				Number				value				capital				notes				compensation				deficit				income				equity
Balance at April 1, 2004				3,367,000			$	34				5,555,550			$	56			$	9,193			$	(522	)		$	(2,023	)		$	(1,711	)		$	6			$	5,033
Comprehensive loss:
	Net loss			—				—				—				—				—				—				—				(835	)			—				(835	)
	Translation adjustment			—				—				—				—				—				—				—				—				3				3
Comprehensive loss																																								(832	)
Stock-based compensation:
	Stock incentive plan			—				—				—				—				—				—				210				—				—				210
	Series A preferred stock			—				—				—				—				—				—				1,204				—				—				1,204
	Series B preferred stock			—				—				—				—				91				—				—				—				—				91
	Amount waived under promissory notes			—				—				—				—				—				50				—				—				—				50
Payment received against promissory notes				—				—				—				—				—				100				—				—				—				100
Balance at March 31, 2005				3,367,000			$	34				5,555,550			$	56			$	9,284			$	(372	)		$	(609	)		$	(2,546	)		$	9			$	5,856

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Cash flows from operating activities
	Net loss			$	(835	)
	Adjustments to reconcile net loss to net cash provided by operating activities:
		Depreciation and amortization			280
		Stock-based compensation			1,555
	Changes in operating assets and liabilities:
		Accounts receivable and unbilled receivables			(634	)
		Prepaid expenses and other current assets			(162	)
		Deposits			(118	)
		Deferred revenue			142
		Accounts payable and other current liabilities			521
Net cash provided by operating activities					749
Cash flows from investing activities
	Purchase of property and equipment				(1,864	)
Net cash used in investing activities					(1,864	)
Cash flows from financing activities
	Debt repayment				(11	)
	Payments received against promissory note				100
Net cash provided by financing activities					89
Effect of exchange rate changes on cash and cash equivalents					(33	)
Net decrease in cash and cash equivalents					(1,059	)
Cash and cash equivalents at beginning of year					4,788
Cash and cash equivalents at end of year				$	3,729
Supplemental disclosure of cash flow information:
	Income taxes paid			$	28
	Interest paid				1

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Table of Contents

1.	ORGANIZATION AND DESCRIPTION OF BUSINESS

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

	Basis of preparation

	Use of estimates

	Foreign currency translation

	Revenue recognition

	Cost of revenue

F-36

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Asset description		Asset life (in years)
Computers		3-5
Furniture, fixtures and office equipment		3-4
Software		3
Vehicles		5
Leasehold improvements		Lesser of estimated useful life or lease term

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Net loss as reported		$	(835	)
Add: Stock-based compensation expense included in reported net loss			210
Less: Stock-based compensation expense determined under the fair value method			(219	)
Pro forma net loss		$	(844	)

Risk free interest rate			4	%
Dividend yield			—
Expected life in years			5

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	Fair value of financial instruments

	Concentration of risk

3.	PROPERTY AND EQUIPMENT

Computers		$	1,075
Furniture, fixtures and office equipment			267
Software			160
Vehicles			74
Leasehold improvements			48
Capital work-in-progress			852
			2,476
Accumulated depreciation and amortization			(302	)
		$	2,174

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4.	INCOME TAXES

Deferred tax asset
Net operating loss carry forward		$	362
Deferred tax liability
Property and equipment			(47	)
Net deferred tax asset			315
Less: Valuation allowance			(315	)
Net deferred tax asset			—

5.	RETIREMENT BENEFITS

	Defined contribution plan

	Defined benefit plan — gratuity

Change in projected benefit obligations
Obligation at beginning of the year			—
Translation adjustment			—
Service cost			(2	)
Interest cost			—
Benefits paid			—
Actuarial loss			(5	)
Benefit obligation at end of the year (A)		$	(7	)
Plan assets at the end of year (B)			—
Funded status (B-A)		$	(7	)
Unrecognized net loss			5
Accrued gratuity cost		$	(2	)

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Net periodic gratuity cost
Service cost		$	2
Interest cost			—
Expected return on plan asset			—
Net actuarial loss recognized			—
Net periodic gratuity cost for the year		$	2

6.	DEBT

7.	STOCKHOLDERS’ EQUITY

	Common stock

	Preferred stock

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8.	EMPLOYEES’ STOCK INCENTIVE PLAN

						Weighted-
		Shares arising				average exercise
		from options				price
Outstanding at the beginning of the year			480,507			$	0.10
Exercised			—				—
Granted			—				—
Outstanding at the end of the year			480,507			$	0.10

										Weighted-
										average
		Exercise								remaining
		prices				Shares				contractual life
Options outstanding		$	0.10				344,854				8.82
Options vested and exercisable		$	0.10				135,653				8.81
							480,507				8.82

9.	RELATED-PARTY TRANSACTIONS

Relationship		Name of the party
Significant stockholder		First Magnus Financial Corporation (“FMFC”) First Magnus Consulting LLC
Founders and Key Managerial Personnel		Vivek Shivpuri Amit Gujral Arvind Srivastava

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							Amount
Nature of transaction/							receivable
related party			Amount				(payable)
Revenue
	FMFC		$	5,036			$	581
	Affiliates of FMFC			444				273
Purchase of property and equipment
	FMFC			86				—
Reimbursement of expenses paid on behalf of the party
	FMFC			50				—
Waiver of Promissory notes
	Vivek Shivpuri			50				—
Promissory notes (repaid in October, 2005)
	Vivek Shivpuri			—				68
	Amit Gujral			—				152
	Arvind Srivastava			—				152

10.	COMMITMENT AND CONTINGENCIES

	Operating leases

Year ending March 31,		Amount
2006		$	643
2007			146
2008			146
2009			148
2010			150

	Bank guarantees

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11.	SUBSEQUENT EVENT

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			November 15,				March 31,
			2005				2005
ASSETS
Current assets
	Cash and cash equivalents		$	2,952			$	3,729
	Accounts receivable			59				24
	Account receivable — related parties			803				137
	Unbilled receivables			23				21
	Unbilled receivables — related parties			610				717
	Prepaid expenses			106				121
	Other current assets			35				56
Total current assets				4,588				4,805
Property and equipment, net				1,365				2,174
Deposits				224				192
TOTAL ASSETS			$	6,177			$	7,171
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
	Accounts payable		$	864			$	130
	Accrued employee costs			307				490
	Deferred revenue			482				484
	Current portion of long term debt			13				13
	Other accrued expenses and current liabilities			312				171
Total current liabilities				1,978				1,288
Long term debt, net of current portion				17				27
Stockholders’ equity
Series A Preferred stock, $0.01 par value — 3,367,000 shares authorized, issued and outstanding with liquidation preference of $3,367				34				34
Series B Preferred stock, $0.01 par value — 5,555,550 shares authorized, issued and outstanding with liquidation preference of $5,556				56				56
Common stock, $0.01 par value — 9,806,388 shares authorized; 883,838 shares issued and outstanding at November 15, 2005 and nil shares issued and outstanding at March 31, 2005				9				—
Additional paid-in-capital				10,010				9,284
Promissory notes				—				(372	)
Deferred stock-based compensation				(784	)			(609	)
Accumulated deficit				(5,064	)			(2,546	)
Accumulated other comprehensive (loss) income				(79	)			9
Total Stockholders’ equity				4,182				5,856
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY			$	6,177			$	7,171

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			Period from April 1
			to November 15
			2005				2004
Revenue
	Third parties		$	242			$	24
	Related parties			7,346				2,720
Revenue				7,588				2,744
Cost of revenue				3,751				1,169
Gross profit				3,837				1,575
Operating expenses
	Selling, general and administrative expenses			3,287				2,280
	Transaction costs related to acquisition by WNS (Holdings) Limited			628				—
Operating loss				(78	)			(705	)
Interest income				47				57
Interest expense				(1	)			(1	)
Foreign exchange income (loss), net				14				(15	)
Loss before income taxes				(18	)			(664	)
Provision for income taxes				—				—
Net loss			$	(18	)		$	(664	)

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			Period from April 1
			to November 15
			2005				2004
Cash flows from operating activities
	Net cash provided by operating activities		$	920			$	899
Cash flows from investing activities
	Purchases of property and equipment			419				(559	)
Net cash provided by (used in) investing activities				419				(559	)
Cash flows from financing activities
	Debt repayment			(9	)			(5	)
	Payments received against promissory note			348				100
	Dividends paid during the period			(2,500	)			—
	Proceeds from stock options exercised			88				—
Net cash (used in) provided by financing activities				(2,073	)			95
Effect of exchange rate changes on cash and cash equivalents				(43	)			10
Net (decrease) increase in cash and cash equivalents				(777	)			445
Cash and cash equivalents at beginning of period				3,729				4,788
Cash and cash equivalents at end of period			$	2,952			$	5,233

F-47

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Table of Contents

1.	BASIS OF PRESENTATION

2.	CAPITAL STRUCTURE

3.	COMPREHENSIVE LOSS

		Period from
		April 1 to
		November 15
		2005				2004
Net loss		$	(18	)		$	(664	)
Foreign currency translation adjustment			(88	)			(4	)
Total comprehensive loss		$	(106	)		$	(668	)

4.	RETIREMENT BENEFITS

	Defined contribution plan

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		Period from
		April 1 to
		November 15
		2005				2004
Net periodic gratuity cost
Service cost		$	9			$	1
Interest cost			—				—
Expected return on plan asset			—				—
Recognized net actuarial loss			1				—
Net periodic gratuity cost for the period		$	10			$	1

5.	STOCK-BASED COMPENSATION

		Period from
		April 1 to
		November 15
		2005				2004
Net loss as reported		$	(18	)		$	(664	)
Add: Stock-based employee compensation expense included in reported net loss			94				146
Less: Stock-based employee compensation expense determined under the fair value method			(96	)			(152	)
Pro forma net loss		$	(20	)		$	(670	)

6.	SUBSEQUENT EVENT — ACQUISITION BY WNS (HOLDINGS) LIMITED

F-49

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Morgan Stanley		Deutsche Bank Securities		Merrill Lynch & Co.

Citigroup		UBS Investment Bank

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ITEM 6.	INDEMNIFICATION OF DIRECTORS AND OFFICERS.

(a)	any liabilities incurred in defending any proceedings (whether civil or criminal):

	(i)	in which judgment is given in his favor or he is acquitted, or

	(ii)	which are discontinued otherwise than for some benefit conferred by him or on his behalf or some detriment suffered by him, 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, he was substantially successful on the merits in his resistance to the proceedings; or

(b)	any liability incurred otherwise than to the company if he acted in good faith with a view to the best interests of the company; or
(c)	any liability incurred in connection with an application made under Article 212 of the 1991 Law in which relief is granted to him by the court; or
(d)	any liability against which the company normally maintains insurance for persons other than directors.

ITEM 7.	RECENT SALES OF UNREGISTERED SECURITIES

Aggregate

Date of Sale

Number of

Consideration in GBP/

Purchaser

or Issuance

Ordinary Shares

(US dollars) millions(1)(2)

Warburg Pincus Private Equity VIII, L.P.

May 20, 2002

6,020,000

£6.00/$10.35

July 4, 2002

5,214,917

£5.20/$8.97

Warburg Pincus International Partners, L.P.

May 20, 2002

5,779,200

£5.76/$9.93

July 4, 2002

5,006,321

£4.99/$8.61

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Table of Contents

Aggregate

Date of Sale

Number of

Consideration in GBP/

Purchaser

or Issuance

Ordinary Shares

(US dollars) millions(1)(2)

Warburg Pincus Netherlands International Partners I, CV

May 20, 2002

144,480

£0.14/$0.25

July 4, 2002

125,158

£0.12/$0.22

Warburg Pincus Netherlands International Partners II, CV

May 20, 2002

96,320

£0.10/$0.17

July 4, 2002

83,439

£0.08/$0.14

British Airways plc

May 20, 2002

5,160,000

£5.16/$8.90

David Charles Tibble

May 20, 2002

400,000

£0.40/$0.69

July 4, 2002

130,401

£0.18/$0.31

August 15, 2002

157,781

£0.16/$0.27

June 8, 2004

133,333

£0.13/$0.23

November 30, 2004

133,333

£0.13/$0.23

August 16, 2005

133,334

£0.13/$0.23

Bolton Agnew

July 4, 2002

391,241

£0.54/$0.93

Theodore Thomas More Agnew

July 4, 2002

652,067

£0.90/$1.55

Theodore Agnew and Bolton Agnew ATO Theodore Agnew Personal Settlement

July 4, 2002

1,304,161

£1.80/$3.10

First Magnus Financial Corporation

November 16, 2005

596,154

£2.10/ $3.60

First Magnus Consulting LLC

November 16, 2005

620,487

£2.17/ $3.74

Executive officers and other managers:

July 4, 2002

130,401

£0.18/$0.31

May 4, 2005

83,333

£0.08/$0.14

September 27, 2005

50,496

£0.05/$0.09

October 25, 2005

132,837

£0.13/$0.23

October 25, 2005

75,000

£0.07/ $0.13

October 25, 2005

400,000

£0.40/ $0.69

October 25, 2005

175,000

£0.17/ $0.30

October 25, 2005

16,666

£0.02/ $0.42

November 28, 2005

150,000

£0.53/ $0.91

Employees:

May 24, 2005

52,779

£0.056/$0.099

August 5, 2005

33,333

£0.05/$0.09

September 27, 2005

66,666

£0.10/$0.17

October 25, 2005

48,000

£0.05/$0.08

October 25, 2005

4,666

£0.007/ $0.012

October 25, 2005

14,000

£0.01/ $0.02

October 25, 2005

14,000

£0.01/ $0.02

October 25, 2005

14,000

£0.01/ $0.02

October 25, 2005

14,000

£0.01/ $0.02

November 16, 2005

327,149

£1.15/ $1.97

November 16, 2005

314,696

£1.10/ $1.90

November 16, 2005

314,696

£1.10/ $1.90

November 16, 2005

90,606

£0.32/ $0.55

December 21, 2005

16,666

£0.02/ $0.04

January 13, 2006

666

£0.001/$0.0018

January 16, 2006

16,666

£0.02/$0.35

February 7, 2006

66,666

£0.10/$0.17

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Table of Contents

Aggregate

Date of Sale

Number of

Consideration in GBP/

Purchaser

or Issuance

Ordinary Shares

(US dollars) millions(1)(2)

March 10, 2006

667

£0.001/$0.0018

March 31, 2006

3,700

£0.004/$0.007

May 3, 2006

3,000

£0.003/$0.005

June 13, 2006

1,666

£0.002/$0.004

Ex-employees:

September 24,

2,666

£0.003/$0.005

2004

November 26, 2004

9,333

£0.009/$0.02

February 11, 2005

120,000

£0.12/$0.21

May 24, 2005

20,696

£0.029/$0.051

June 10, 2005

8,991

£0.01/$0.02

October 19, 2005

193,334

£0.27/$0.47

November 16, 2005

2,234

£0.008/ $0.01

December 21, 2005

3,000

£0.002/ $0.005

January 13, 2006

50,000

£0.07/$0.1207

March 10, 2006

1,775

£0.003/$0.005

April 10, 2006

1,996

£0.003/$0.005

(1)	No underwriting discount was provided or no commission was paid in relation to these sales or issuances.
(2)	US dollar amounts based on convenience translation of £0.57 = $1.00 as of March 31, 2006.

Aggregate Number of options granted		Aggregate Number of options granted(1)
Fiscal 2003			2,455,500
Fiscal 2004			1,868,000
Fiscal 2005			889,744
Fiscal 2006			1,481,479
Fiscal 2007 (through June 30, 2006)			Nil

(1)	Includes 678,699 options which were cancelled post grant.

ITEM 8.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

ITEM 9.	UNDERTAKINGS

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(1)	For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2)	For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and this offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-4

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Table of Contents

	WNS (Holdings) Limited

	By:	/s/ Ramesh N. Shah

	Name: Ramesh N. Shah
	Title: Chairman

Signature				Title
/s/ Ramesh N. Shah   Ramesh N. Shah				Chairman of Board
*   Neeraj Bhargava				Director and Group Chief Executive Officer (principal executive officer)
/s/ Zubin Dubash   Zubin Dubash				Director and Group Chief Financial Officer (principal financial officer and principal accounting officer)
*   Pulak Prasad				Director
*   Nitin Sibal				Director
*   Miriam Strouse				Director
*   Jeremy Young				Director
*   Guy Sochovsky				Director
*   Timothy Hammond				Director
By:		/s/ Ramesh N. Shah   Ramesh N. Shah		Authorized Representative in the US

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Signature
By:		/s/ Ramesh N. Shah   Ramesh N. Shah Attorney-in-Fact
By:		/s/ Zubin Dubash   Zubin Dubash Attorney-in-Fact

II-6

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No.				Description
	1	.1		Form of underwriting agreement.
	3	.1		Memorandum of Association of WNS (Holdings) Limited, as amended.*
	3	.2		Articles of Association of WNS (Holdings) Limited, as amended.*
	4	.1		Form of Deposit Agreement among WNS (Holdings) Limited, Deutsche Bank Trust Company Americas, as Depositary, and the holders and beneficial owners of American Depositary Shares evidenced by American Depositary Receipts issued thereunder.*
	4	.2		Form of American Depositary Receipt (included in Exhibit 4.1).*
	4	.3		Specimen Ordinary Share Certificate.*
	5	.1		Opinion of Mourant du Feu & Jeune.*
	8	.1		Opinion of Mourant du Feu & Jeune as to certain Jersey tax matters (see Exhibit 5.1).*
	8	.2		Opinion of Latham & Watkins LLP as to certain US tax matters.*
	10	.1		Stock Purchase Agreement dated November 8, 2005, by and among WNS (Holdings) Limited, First Magnus Financial Corporation, First Magnus Consulting LLC, Mr. Vivek Shivpuri, Mr. Amit Gujral, Mr. Arvind Srivastava, Mr. Francesco Paolo and Trinity Partners Incorporated.*
	10	.2		Lease Deed dated March 10, 2005 between M/s DLF Cyber City and WNS Global Services (P) Ltd.*
	10	.3		Leave and Licence Agreement dated October 18, 2002 between Godrej & Boyce Manufacturing Company Ltd. and World Network Services Pvt. Ltd.*
	10	.4		Leave and Licence Agreement dated March 17, 2004 between Sofotel Software Services Private Limited and WNS Global Services Private Limited.*
	10	.5		Leave and Licence Agreement dated November 10, 2005 between Godrej & Boyce Manufacturing Company Ltd. and WNS Global Services Private Limited with respect to Plant 10.*
	10	.6		Form of director and executive officer indemnification agreement.*
	10	.7		Registration Rights Agreement, dated May 20, 2002, among Warburg Pincus Private Equity VIII, L.P., Warburg Pincus International Partners, L.P., Warburg Pincus Netherlands International Partners I, CV, Warburg Pincus Netherlands International Partners II, CV, British Airways PLC and WNS (Holdings) Limited.*
	10	.8		Framework Agreement relating to the Supply of Services Agreement dated 21 May 2002, by and among British Airways PLC, WNS (UK) Limited and WNS (Holdings) Limited. #*
	10	.9		Letter of Intent dated May 18, 2006 relating to the Framework Agreement between British Airways PLC and WNS Global Services (UK) Ltd. #*
	10	.10		WNS (Holdings) Limited 2002 Stock Incentive Plan.*
	10	.11		Form of WNS (Holdings) Limited 2006 Incentive Award Plan.*
	10	.12		Leave and Licence Agreement dated May 31, 2006 between Godrej & Boyce Manufacturing Company Ltd. and WNS Global Services Private Limited with respect to Plant 11.*
	21	.1		List of subsidiaries of WNS (Holdings) Limited.*
	23	.1		Consent of Mourant du Feu & Jeune (see Exhibit 5.1).*
	23	.2		Consent of Latham & Watkins LLP (see Exhibit 8.2).*
	23	.3		Consent of Ernst & Young, registered public accounting firm with respect to WNS (Holdings) Limited.

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No.				Description
	23	.4		Consent of Ernst & Young, independent auditors with respect to Trinity Partners Inc.
	23	.5		Consent of Amarchand & Mangaldas & Suresh A. Shroff & Co.*
	23	.6		Consent of Eric B. Herr to be named as a director nominee.*
	23	.7		Consent of Deepak S. Parekh to be named as a director nominee.*
	24	.1		Power of Attorney (contained on signature page).*

*	Previously filed.
#	Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Commission. The omitted portions have been filed with the Commission.

II-8

                                                                     EXHIBIT 1.1


                             WNS (HOLDINGS) LIMITED

         10,428,708 ORDINARY SHARES, PAR VALUE 10 JERSEY PENCE PER SHARE

                    IN THE FORM OF AMERICAN DEPOSITARY SHARES


                             UNDERWRITING AGREEMENT


[     ], 2006



                                                                  [     ], 2006


Morgan Stanley & Co. International Limited
25 Cabot Square, Canary Wharf
London E14 4QA
United Kingdom


Deutsche Bank Securities Inc.
60 Wall Street
New York, NY 10005
USA


Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 World Financial Center, North Tower
New York, NY 10080
USA


Ladies and Gentlemen:

     WNS (Holdings) Limited, a company incorporated in Jersey, Channel Islands
(the "COMPANY"), proposes to issue and sell to the several Underwriters named
in Schedule II hereto (the "UNDERWRITERS"), and certain shareholders of the
Company named in Schedule I hereto severally propose to sell to the several
Underwriters, an aggregate of 10,428,708 American Depositary Shares of the
Company (the "FIRM ADSs") representing 10,428,708 ordinary shares, par value 10
Jersey pence per share, of the Company, of which 4,473,684 American Depositary
Shares are to be issued and sold by the Company and 5,955,024 American
Depositary Shares are to be sold by the shareholders of the Company proposing
to sell Firm ADSs.

     Certain shareholders of the Company named in Schedule I hereto (together
with the shareholders proposing to sell Firm ADSs, the "SELLING SHAREHOLDERS")
also propose to sell to the several Underwriters not more than an additional
1,561,000 American Depositary Shares of the Company (the "ADDITIONAL ADSs") if
and to the extent that you, as managers of the offering (the "MANAGERS"), shall
have determined to exercise, on behalf of the Underwriters, the right to
purchase such American Depositary Shares granted to the Underwriters in Section
2 hereof. Each Seller (as defined below) proposes to sell the amount of Firm
ADSs or Additional ADSs set forth opposite such Seller's name in Schedule I
hereto. The Firm ADSs and the Additional ADSs are hereinafter collectively
referred to as the "ADSs," and the ordinary shares represented by the ADSs are
herein referred to as the "SHARES." The ordinary shares, par value 10 Jersey
pence per share, of the Company to be in issue after giving effect to the sales
contemplated hereby are

                                       1



hereinafter referred to as the "ORDINARY SHARES." The Company and the
Selling Shareholders are hereinafter sometimes collectively referred to as the
"SELLERS."

     The Shares will be delivered in the form of American Depositary Shares. The
American Depositary Shares are to be issued pursuant to a Deposit Agreement
dated as of July 18, 2006 (the "DEPOSIT AGREEMENT") among the Company,
Deutsche Bank Trust Company Americas, as Depositary (the "DEPOSITARY"), and the
holders and beneficial owners of the ADSs evidenced by the American Depositary
Receipts (the "ADRs") issued thereunder by the Depositary. Each American
Depositary Share will initially represent the right to receive one Share
deposited pursuant to the Deposit Agreement.

     The Company has filed with the Securities and Exchange Commission (the
"COMMISSION") a registration statement, including a prospectus, relating to the
Shares. A registration statement relating to the American Depositary Shares
representing Ordinary Shares, including the Shares, has been filed with the
Commission. The registration statement relating to the Shares as amended at the
time it becomes effective, including the information (if any) deemed to be part
of the registration statement at the time of effectiveness pursuant to Rule 430A
under the Securities Act of 1933, as amended (the "SECURITIES ACT"), is
hereinafter referred to as the "REGISTRATION STATEMENT"; the prospectus in the
form first used to confirm sales of ADSs (or in the form first made available to
the Underwriters by the Company to meet requests of purchasers pursuant to Rule
173 under the Securities Act) is hereinafter referred to as the "PROSPECTUS."
The registration statement relating to the American Depositary Shares, as
amended at the time it becomes effective, is hereinafter referred to as the "ADR
REGISTRATION STATEMENT." If the Company has filed an abbreviated registration
statement to register additional Ordinary Shares pursuant to Rule 462(b) under
the Securities Act (the "RULE 462 REGISTRATION STATEMENT"), then any reference
herein to the term "REGISTRATION STATEMENT" shall be deemed to include such Rule
462 Registration Statement.

     For purposes of this Agreement, "FREE WRITING PROSPECTUS" has the meaning
set forth in Rule 405 under the Securities Act, and "TIME OF SALE PROSPECTUS"
means the preliminary prospectus together with the free writing prospectuses, if
any, each identified in Schedule III hereto. As used herein, the terms
"REGISTRATION STATEMENT," "ADR REGISTRATION STATEMENT," "PRELIMINARY
PROSPECTUS," "TIME OF SALE PROSPECTUS" and "PROSPECTUS" shall include the
documents, if any, incorporated by reference therein. The terms "SUPPLEMENT,"
"AMENDMENT," and "AMEND" as used herein with respect to the Time of Sale
Prospectus or any free writing prospectus shall include all documents
subsequently filed by the Company with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT"), that are incorporated by
reference therein.

                                       2



1. Representations and Warranties. (a) The Company represents and warrants to
and agrees with each of the Underwriters that:

          (i)       The Registration Statement and the ADR Registration
                    Statement have each become effective; no stop order
                    suspending the effectiveness of the Registration Statement
                    or the ADR Registration Statement is in effect, and no
                    proceedings for such purpose are pending before or
                    threatened by the Commission.

          (ii)      (A) Each of the Registration Statement and the ADR
                    Registration Statement, when it became effective, did not
                    contain and, as amended or supplemented, if applicable, will
                    not contain any untrue statement of a material fact or omit
                    to state a material fact required to be stated therein or
                    necessary to make the statements therein not misleading, (B)
                    the Registration Statement, the ADR Registration Statement
                    and the Prospectus comply and, as amended or supplemented,
                    if applicable, will comply in all material respects with the
                    Securities Act and the applicable rules and regulations of
                    the Commission thereunder, (C) the Time of Sale Prospectus
                    does not, and at the time of each sale of the ADSs in
                    connection with the offering when the Prospectus is not yet
                    available to prospective purchasers and at the Closing Date
                    (as defined in Section 4), the Time of Sale Prospectus, as
                    then amended or supplemented by the Company, if applicable,
                    will not, contain any untrue statement of a material fact or
                    omit to state a material fact necessary to make the
                    statements therein, in the light of the circumstances under
                    which they were made, not misleading, and (D) the Prospectus
                    does not contain and, as amended or supplemented, if
                    applicable, will not contain any untrue statement of a
                    material fact or omit to state a material fact necessary to
                    make the statements therein, in the light of the
                    circumstances under which they were made, not misleading,
                    except that the representations and warranties set forth in
                    this paragraph do not apply to statements or omissions in
                    the Registration Statement, the Time of Sale Prospectus or
                    the Prospectus based upon information relating to any
                    Underwriter furnished to the Company in writing by such
                    Underwriter through the Managers expressly for use therein.

          (iii)     The Company is not an "ineligible issuer" in connection with
                    the offering pursuant to Rules 164, 405 and 433 under the
                    Securities Act. Any free writing prospectus that the Company
                    is required to file pursuant to Rule 433(d) under the
                    Securities Act has been, or will be, filed with the
                    Commission in

                                       3



                    accordance with the requirements of the Securities Act and
                    the applicable rules and regulations of the Commission
                    thereunder. Each free writing prospectus that the Company
                    has filed, or is required to file, pursuant to Rule 433(d)
                    under the Securities Act or that was prepared by or on
                    behalf of or used or referred to by the Company complies or
                    will comply in all material respects with the requirements
                    of the Securities Act and the applicable rules and
                    regulations of the Commission thereunder. Except for the
                    free writing prospectuses, if any, identified in Schedule
                    III hereto, the Company has not prepared, used or referred
                    to, and will not, without the prior consent of the Managers,
                    prepare, use or refer to, any free writing prospectus.

          (iv)      The Company has been duly incorporated, is validly existing
                    as a corporation in good standing under the laws of the
                    jurisdiction of its incorporation, has the corporate power
                    and authority to own its property and to conduct its
                    business as described in the Time of Sale Prospectus and is
                    duly qualified to transact business and is in good standing
                    in each jurisdiction in which the conduct of its business or
                    its ownership or leasing of property requires such
                    qualification, except to the extent the failure to be so
                    qualified or be in good standing would not have a material
                    adverse effect on the Company and its subsidiaries, taken as
                    a whole.

          (v)       Each subsidiary of the Company, excluding Town & Country
                    Assistance Ltd. (each, a "SUBSIDIARY"), has been duly
                    incorporated, is validly existing as a corporation in good
                    standing under the laws of the jurisdiction of its
                    incorporation, has the corporate power and authority to own
                    its property and to conduct its business as described in the
                    Time of Sale Prospectus and is duly qualified to transact
                    business and is in good standing in each jurisdiction in
                    which the conduct of its business or its ownership or
                    leasing of property requires such qualification, except to
                    the extent the failure to be so qualified or be in good
                    standing would not have a material adverse effect on the
                    Company and its subsidiaries, taken as a whole; all of the
                    issued shares of capital stock of each Subsidiary of the
                    Company have been duly and validly authorized and issued,
                    are fully paid and non-assessable and are owned directly or
                    indirectly through one or more subsidiaries by the Company,
                    free and clear of all liens, encumbrances, equities or
                    claims.

          (vi)      This Agreement has been duly authorized, executed and
                    delivered by the Company.

                                        4



          (vii)     The authorized capital stock of the Company conforms in all
                    material respects as to legal matters to the description
                    thereof contained in each of the Time of Sale Prospectus and
                    the Prospectus.

          (viii)    The Ordinary Shares (including the Shares to be sold by the
                    Selling Shareholders) in issue prior to the issuance of the
                    Shares to be sold by the Company have been duly authorized
                    and are validly issued, fully paid and non-assessable.

          (ix)      The Shares to be sold by the Company have been duly
                    authorized and, when issued and delivered in accordance with
                    the terms of this Agreement, will be validly issued, fully
                    paid and non-assessable, and the issuance of such Shares
                    will not be subject to any preemptive or similar rights,
                    except for pre-emptive rights and rights of first refusal of
                    shareholders of the Company as of the date hereof, all of
                    which have been effectively waived.

          (x)       The Deposit Agreement has been duly authorized, executed and
                    delivered by the Company, and, assuming due authorization,
                    execution and delivery thereof by the Depositary, is a valid
                    and legally binding agreement of the Company, enforceable in
                    accordance with its terms, except as may be limited by
                    bankruptcy, insolvency, reorganization, moratorium or
                    similar laws relating to or affecting creditors' rights
                    generally and by general principles of equity (regardless of
                    whether such enforceability is considered in a proceeding in
                    equity or at law).

          (xi)      ADRs, when issued by the Depositary against the deposit of
                    Shares in respect thereof in accordance with the provisions
                    of the Deposit Agreement, will be duly authorized and
                    validly issued and the persons in whose names such ADRs are
                    registered will be entitled to the rights of registered
                    holders of ADRs specified therein and in the Deposit
                    Agreement.

          (xii)     The Deposit Agreement, the American Depositary Shares and
                    the ADRs conform in all material respects as to legal
                    matters to the description thereof contained in each of the
                    Time of Sale Prospectus and the Prospectus.

          (xiii)    The execution and delivery by the Company of, and the
                    performance by the Company of its obligations under, this
                    Agreement and the Deposit Agreement, will not contravene any
                    provision of applicable law, the certificate of
                    incorporation or memorandum and articles of association of
                    the Company, any

                                       5



                    agreement or other instrument binding upon the Company or
                    any of its subsidiaries (except for such contravention of an
                    agreement or other instrument that would not result in a
                    material adverse effect on (A) the performance by the
                    Company of its obligations under, or the consummation of any
                    of the transactions contemplated in, this Agreement or the
                    Deposit Agreement or (B) the Company and its subsidiaries,
                    taken as a whole), or any judgment, order or decree of any
                    governmental body, agency or court having jurisdiction over
                    the Company or any subsidiary, and no consent, approval,
                    authorization or order of, or qualification with, any
                    governmental body or agency is required for the performance
                    by the Company of its obligations under this Agreement or
                    the Deposit Agreement, except such as may be required by the
                    securities or Blue Sky laws of the various states in
                    connection with the offer and sale of the ADSs.

          (xiv)     There has not occurred any material adverse change, or any
                    development involving a prospective material adverse change,
                    in the condition, financial or otherwise, or in the
                    earnings, business or operations of the Company and its
                    subsidiaries, taken as a whole, from that set forth in the
                    Time of Sale Prospectus.

          (xv)      There are no legal, governmental or arbitral proceedings
                    pending or threatened to which the Company or any of its
                    subsidiaries is a party or to which any of the properties of
                    the Company or any of its subsidiaries is subject (A) other
                    than proceedings accurately described in all material
                    respects in the Time of Sale Prospectus and proceedings that
                    would not have a material adverse effect on the Company and
                    its subsidiaries, taken as a whole, or (B) that are required
                    to be described in the Registration Statement or the
                    Prospectus and are not so described; and there are no
                    statutes, regulations, contracts or other documents that are
                    required to be described in the Registration Statement or
                    the Prospectus or to be filed as exhibits to the
                    Registration Statement that are not described or filed as
                    required.

          (xvi)     Each preliminary prospectus filed as part of the
                    registration statement as originally filed or as part of any
                    amendment thereto, or filed pursuant to Rule 424 under the
                    Securities Act, complied when so filed in all material
                    respects with the Securities Act and the applicable rules
                    and regulations of the Commission thereunder.

                                       6



          (xvii)    The Company is not, and after giving effect to the offering
                    and sale of the ADSs and the application of the proceeds
                    thereof as described in the Prospectus will not be, required
                    to register as an "investment company" as such term is
                    defined in the Investment Company Act of 1940, as amended
                    (the "1940 ACT").

          (xviii)   The Company and its subsidiaries (A) are in compliance with
                    any and all applicable foreign, federal, state and local
                    laws and regulations relating to the protection of human
                    health and safety, the environment or hazardous or toxic
                    substances or wastes, pollutants or contaminants
                    ("ENVIRONMENTAL LAWS"), (B) have received all permits,
                    licenses or other approvals required of them under
                    applicable Environmental Laws to conduct their respective
                    businesses and (C) are in compliance with all terms and
                    conditions of any such permit, license or approval, except
                    where such noncompliance with Environmental Laws, failure to
                    receive required permits, licenses or other approvals or
                    failure to comply with the terms or conditions of such
                    permits, licenses or approvals would not, singly or in the
                    aggregate, have a material adverse effect on the Company and
                    its subsidiaries, taken as a whole.

          (xix)     There are no costs or liabilities associated with
                    Environmental Laws (including, without limitation, any
                    capital or operating expenditures required for clean-up,
                    closure of properties or compliance with Environmental Laws
                    or any permit, license or approval, any related constraints
                    on operating activities and any potential liabilities to
                    third parties) which would, singly or in the aggregate, have
                    a material adverse effect on the Company and its
                    subsidiaries, taken as a whole.

          (xx)      There are no contracts, agreements or understandings between
                    the Company and any person granting such person the right to
                    require the Company to file a registration statement under
                    the Securities Act with respect to any securities of the
                    Company or to require the Company to include such securities
                    with the Shares registered pursuant to the Registration
                    Statement, except for (1) the investment agreement, dated
                    March 8, 2002, among Warburg Pincus Private Equity VIII,
                    L.P., Warburg Pincus International Partners, L.P. and
                    Warburg, Pincus Netherlands International Partners I, CV.
                    (together, the "WARBURG ENTITIES"), British Airways plc
                    ("BRITISH AIRWAYS"), David Charles Tibble, the Company and
                    WNS (Mauritius) Limited, as

                                       7



                    amended (the "INVESTMENT AGREEMENT"), and (2) the
                    registration rights agreement, dated May 20, 2002, among the
                    Warburg Entities, British Airways and the Company (the
                    "REGISTRATION RIGHTS AGREEMENT"). The Investment Agreement
                    will terminate upon the completion of this offering.

          (xxi)     Subsequent to the respective dates as of which information
                    is given in each of the Registration Statement, the Time of
                    Sale Prospectus and the Prospectus, (A) the Company and its
                    subsidiaries have not incurred any material liability or
                    obligation, direct or contingent, nor entered into any
                    material transaction; (B) the Company has not purchased any
                    of its outstanding capital stock, nor declared, paid or
                    otherwise made any dividend or distribution of any kind on
                    its capital stock other than ordinary and customary
                    dividends; and (C) there has not been any material change in
                    the capital stock, short-term debt or long-term debt of the
                    Company and its subsidiaries, except in each case as
                    described in each of the Registration Statement, the Time of
                    Sale Prospectus and the Prospectus, respectively.

          (xxii)    No stamp or other issuance or transfer taxes or duties are
                    payable by or on behalf of the Underwriters to Jersey or any
                    political subdivision or taxing authority thereof in
                    connection with (1) the issuance of the Shares to be sold by
                    the Company, (2) the deposit with the Depositary of any
                    Shares against the issuance of the corresponding American
                    Depositary Shares and related ADRs or (3) the issuance, sale
                    or delivery of the American Depositary Shares to the
                    Underwriters.

          (xxiii)   The Company does not expect to be a Passive Foreign
                    Investment Company ("PFIC") within the meaning of Section
                    1297 of the United States Internal Revenue Code of 1986, as
                    amended, for its taxable year ended March 31, 2006, and does
                    not expect to be a PFIC for its future taxable years
                    beginning after the Company's current taxable year ending
                    March 31, 2007.

          (xxiv)    The Company and its subsidiaries have good and marketable
                    title in fee simple to all real property and good and
                    marketable title to all personal property owned by them
                    which is material to the business of the Company and its
                    subsidiaries, taken as a whole, in each case free and clear
                    of all liens, encumbrances and defects except such as are
                    described in the Time of Sale Prospectus or such as do not
                    materially affect the value of such

                                       8



                    property and do not materially interfere with the use made
                    and proposed to be made of such property by the Company and
                    its subsidiaries; and any real property and buildings held
                    under lease by the Company and its subsidiaries are held by
                    them under valid, subsisting and enforceable leases with
                    such exceptions as are not material and do not materially
                    interfere with the use made and proposed to be made of such
                    property and buildings by the Company and its subsidiaries,
                    in each case except as described in the Time of Sale
                    Prospectus.

          (xxv)     The Company and its subsidiaries own or possess, or can
                    acquire on reasonable terms, all material patents, patent
                    rights, licenses, inventions, copyrights, know-how
                    (including trade secrets and other unpatented and/or
                    unpatentable proprietary or confidential information,
                    systems or procedures), trademarks, service marks and trade
                    names (the "INTELLECTUAL PROPERTY") currently employed by
                    them in connection with the business now operated by them,
                    and neither the Company nor any of its subsidiaries has
                    received any notice of infringement of or conflict with
                    asserted rights of others with respect to any of the
                    Intellectual Property which, singly or in the aggregate, if
                    the subject of an unfavorable decision, ruling or finding,
                    would have a material adverse effect on the Company and its
                    subsidiaries, taken as a whole.

          (xxvi)    No material labor dispute with the employees of the Company
                    or any of its subsidiaries exists or, to the knowledge of
                    the Company, is imminent; and the Company is not aware of
                    any existing, threatened or imminent labor disturbance by
                    the employees of any of its principal suppliers,
                    manufacturers or contractors that could have a material
                    adverse effect on the Company and its subsidiaries, taken as
                    a whole.

          (xxvii)   The Company and each of its Subsidiaries are insured by
                    insurers of recognized financial responsibility against such
                    losses and risks and in such amounts as are prudent and
                    customary in the businesses in which they are engaged;
                    neither the Company nor any of its Subsidiaries has been
                    refused any insurance coverage sought or applied for; and
                    neither the Company nor any of its subsidiaries has any
                    reason to believe that it will not be able to renew its
                    existing insurance coverage as and when such coverage
                    expires or to obtain similar coverage from similar insurers
                    as may be necessary to continue its business at a cost that
                    would not have a material adverse effect on the Company and
                    its subsidiaries, taken as a whole.

                                       9



          (xxviii)  Each of the Company and its subsidiaries (A) possesses all
                    certificates, authorizations and permits issued by the
                    appropriate federal, state or foreign regulatory authorities
                    necessary to conduct its business (the "REGULATORY PERMITS")
                    and (B) has not received any notice of proceedings relating
                    to the revocation or modification of any Regulatory Permits,
                    except where the failure to possess such Regulatory Permits,
                    or an unfavorable decision, ruling or finding in any
                    proceedings with respect to such Regulatory Permits, would
                    not, singly or in the aggregate, have a material adverse
                    effect on the Company and its subsidiaries, taken as a
                    whole.

          (xxix)    The Company and each of its Subsidiaries maintain a system
                    of internal accounting controls sufficient to provide
                    reasonable assurance that (A) transactions are executed in
                    accordance with management's general or specific
                    authorizations; (B) transactions are recorded as necessary
                    to permit preparation of financial statements in conformity
                    with generally accepted accounting principles and to
                    maintain asset accountability; (C) access to assets is
                    permitted only in accordance with management's general or
                    specific authorization; and (D) the recorded accountability
                    for assets is compared with the existing assets at
                    reasonable intervals and appropriate action is taken with
                    respect to any differences. Since the end of the Company's
                    most recent audited fiscal year, there has been (i) no
                    material weakness in the Company's internal control over
                    financial reporting (whether or not remediated) and (ii) no
                    change in the Company's internal control over financial
                    reporting that has materially affected, or is reasonably
                    likely to materially affect, the Company's internal control
                    over financial reporting.

          (xxx)     The consolidated financial statements of the Company and its
                    subsidiaries, together with related notes as set forth in
                    the Registration Statement, the Time of Sale Prospectus and
                    the Prospectus, present fairly in all material respects the
                    financial position and the results of operations and cash
                    flows of the Company and the consolidated subsidiaries, at
                    the indicated dates and for the indicated periods. Such
                    financial statements have been prepared in accordance with
                    United States generally accepted principles of accounting
                    ("GAAP"), consistently applied throughout the periods
                    involved, except as disclosed therein, and all adjustments
                    necessary for a fair presentation of results for such
                    periods have been made. The summary and selected
                    consolidated financial and statistical data included in the
                    Registration Statement, the Time of Sale Prospectus and the

                                       10



                    Prospectus presents fairly in all material respects the
                    information shown therein and such summary and selected
                    consolidated financial data has been compiled on a basis
                    consistent with the financial statements presented therein
                    and the books and records of the Company. The pro forma
                    financial statements and other pro forma financial
                    information included in the Registration Statement, the Time
                    of Sale Prospectus and the Prospectus present fairly in all
                    material respects the information shown therein, have been
                    prepared in accordance with the Commission's rules and
                    guidelines with respect to pro forma financial statements,
                    have been properly compiled on the pro forma bases described
                    therein, and, in the opinion of the Company, the assumptions
                    used in the preparation thereof are reasonable and the
                    adjustments used therein are appropriate to give effect to
                    the transactions or circumstances referred to therein. All
                    disclosures contained in the Registration Statement, the
                    Time of Sale Prospectus and the Prospectus regarding
                    "non-GAAP financial measures" (as such term is defined by
                    the rules and regulations of the Commission) comply with
                    Regulation G of the Exchange Act and Item 10 of Regulation
                    S-K under the Securities Act, to the extent applicable.
                    There are no financial statements (historical or pro forma)
                    that are required to be included in the Registration
                    Statement, the Time of Sale Prospectus or the Prospectus
                    that are not included as required.

          (xxxi)    Ernst & Young, which has certified the financial statements
                    filed with the Commission as part of the Registration
                    Statement is an independent registered public accounting
                    firm with respect to the Company and its subsidiaries within
                    the meaning of the Securities Act and the applicable rules
                    and regulations and the Public Company Accounting Oversight
                    Board (United States).

          (xxxii)   Except as described in the Registration Statement, the
                    Company has not sold, issued or distributed any Ordinary
                    Shares during the six-month period preceding the date
                    hereof, including any sales pursuant to Rule 144A under, or
                    Regulation D or S of, the Securities Act, other than shares
                    issued pursuant to employee benefit plans, qualified stock
                    option plans or other employee compensation plans or
                    pursuant to outstanding options, rights or warrants.

          (xxxiii)  Neither the Company, nor to the Company's knowledge, any of
                    its affiliates, has taken or may take, directly or
                    indirectly, any action designed to cause or result in, or
                    which has constituted or which might reasonably be expected
                    to constitute, the

                                       11



                    stabilization or manipulation of the price of the Ordinary
                    Shares to facilitate the sale or resale of the Shares or the
                    ADSs.

          (xxxiv)   None of the subsidiaries of the Company is currently
                    prohibited, directly or indirectly, from making any
                    payments, dividends or other distributions to the Company,
                    WNS (Mauritius) Ltd. or WNS North America Inc., as
                    applicable, such payments, dividends and other distributions
                    being freely convertible into other currencies, or from
                    making any other distribution on such subsidiaries' equity
                    interest or from transferring any of such subsidiaries'
                    property or assets to the Company, WNS (Mauritius) Ltd. or
                    WNS North America Inc., as applicable, in each case without
                    there being required any consent, approval, authorization or
                    order of, or qualification with, any court or governmental
                    agency or body; provided, however, that any such payments,
                    dividends, distributions or transfer of property or assets
                    by WNS Global Services (Pvt.) Ltd or WNS Customer Solutions
                    (Pvt.) Ltd (the "Sri Lankan Subsidiaries") to WNS Global
                    Services (UK) Ltd and WNS (Mauritius) Ltd. must be made
                    through a "Shares Investment Exchange Rupee Account" or
                    pursuant to an approval from the Central Bank of Sri
                    Lanka, Exchange Control division, and any distribution from
                    WNS (Mauritius) Ltd is subject to the solvency test in
                    Mauritius, and the dividends must be paid out of retained
                    earnings. Under the current laws and regulations of Jersey,
                    all dividends and other distributions declared and payable
                    on Ordinary Shares in cash may be freely transferred out of
                    Jersey and may be freely converted into United States
                    dollars, in each case without there being required any
                    consent, approval, authorization or order of, or
                    qualification with, any court or governmental agency or body
                    in Jersey; and except as disclosed in the Registration
                    Statement, the Time of Sale Prospectus and the Prospectus,
                    all such dividends and other distributions will not be
                    subject to withholding, value added or other taxes under the
                    laws and regulations of Jersey.

          (xxxv)    The Company and its subsidiaries have paid all material
                    Mauritius, India, Sri Lanka and all other material foreign,
                    federal, state and local taxes and filed all material tax
                    returns required to be paid or filed through the date
                    hereof, except to the extent that (i) the Company has
                    requested and been granted an extension for the payment of
                    any such tax, each of which extension remains in effect as
                    of the date hereof and shall not have expired as of the
                    Closing Date, and (ii) any such tax need not be paid if and
                    while it is being contested in good faith by appropriate
                    proceedings promptly instituted and diligently

                                       12



                    conducted and the Company is so contesting such tax as of
                    the date hereof; and except as otherwise disclosed in the
                    Time of Sale Prospectus and the Prospectus, there is no
                    material tax deficiency that has been, or could reasonably
                    be expected to be, asserted against the Company or any of
                    its subsidiaries or any of their respective properties or
                    assets.

          (xxxvi)   Neither the Company nor any of its subsidiaries nor, to the
                    best knowledge of the Company, any director, officer, agent,
                    employee or other person associated with or acting on behalf
                    of the Company or any of its subsidiaries has (A) used any
                    corporate funds for any unlawful contribution, gift,
                    entertainment or other unlawful expense relating to
                    political activity; (B) made any direct or indirect unlawful
                    payment to any foreign or domestic government official or
                    employee from corporate funds; (C) violated or is in
                    violation of any provision of the Foreign Corrupt Practices
                    Act of 1977; or (D) made any bribe, rebate, payoff,
                    influence payment, kickback or other unlawful payment.

          (xxxvii)  The Company is a "foreign private issuer" within the meaning
                    of Rule 405 under the Securities Act.

          (xxxviii) Neither the Company nor, to the Company's knowledge, any
                    director, officer, agent, employee or affiliate of the
                    Company is currently subject to any U.S. sanctions
                    administered by the Office of Foreign Assets Control of the
                    U.S. Treasury Department ("OFAC"); and the Company will not
                    directly or indirectly use the proceeds of the offering, or
                    lend, contribute or otherwise make available such proceeds
                    to any subsidiary, joint venture partner or other person or
                    entity, for the purpose of financing the activities of any
                    person currently subject to any U.S. sanctions administered
                    by OFAC.

          (xxxix)   The ADSs have been approved for listing subject to notice of
                    issuance on the New York Stock Exchange (the "NYSE").

          (xl)      Schedule IV hereto contains, under the heading "Employee
                    Shareholders," a full and complete list of the persons who
                    are employees of the Company who currently own stock in the
                    Company, other than (i) any directors who are also employees
                    of the Company and executive officers and (ii) any Selling
                    Shareholders who are also employees of the Company.

                                       13



     (b) Each Selling Shareholder (other than the "TRUST," which means Bolton
Agnew and Theodore Agnew in their capacity as the trustees of Theodore Agnew
Personal Settlement), severally and not jointly, represents and warrants to and
agrees with each of the Underwriters that:

          (i)       This Agreement has been duly authorized, executed and
                    delivered by or on behalf of such Selling Shareholder.

          (ii)      The execution and delivery by such Selling Shareholder of,
                    and the performance by such Selling Shareholder of its
                    obligations under, this Agreement and, as applicable, the
                    Custody Agreement signed by such Selling Shareholder and the
                    Company, as Custodian, relating to the deposit of the Shares
                    to be sold by such Selling Shareholder (the "CUSTODY
                    AGREEMENT"), the Power of Attorney appointing certain
                    individuals as such Selling Shareholder's attorneys-in-fact
                    to the extent set forth therein, relating to the
                    transactions contemplated hereby and by the Registration
                    Statement (the "POWER OF ATTORNEY"), the statement of
                    election and questionnaire relating to the number of shares
                    such selling shareholder wishes to sell in the offering (the
                    "STATEMENT OF ELECTION AND QUESTIONNAIRE") and the stock
                    transfer form relating to the transfer of such selling
                    shareholder's shares (the "STOCK TRANSFER FORM") will not
                    contravene any provision of applicable law, or the
                    certificate of incorporation or by-laws of such Selling
                    Shareholder (if such Selling Shareholder is a corporation),
                    or any agreement or other instrument binding upon such
                    Selling Shareholder (except for such contravention of an
                    agreement or other instrument that would not result in a
                    material adverse effect on (A) the performance by such
                    Selling Shareholder of its obligations under, or the
                    consummation of any of the transactions contemplated in,
                    this Agreement or the Deposit Agreement or (B) such Selling
                    Shareholder) or any judgment, order or decree of any
                    governmental body, agency or court having jurisdiction over
                    such Selling Shareholder, and no consent, approval,
                    authorization or order of, or qualification with, any
                    governmental body or agency is required for the performance
                    by such Selling Shareholder of its obligations under this
                    Agreement or the Custody Agreement, Power of Attorney,
                    Statement of Election and Questionnaire or Stock Transfer
                    Form of such Selling Shareholder, except such as may be
                    required by the securities or Blue Sky laws of the various
                    states in connection with the offer and sale of the ADSs.

          (iii)     Such Selling Shareholder has, and on the Closing Date will
                    have, valid title to, or a valid "security entitlement"
                    within the

                                       14



                    meaning of Section 8-501 of the New York Uniform Commercial
                    Code in respect of, the Shares underlying the ADSs to be
                    sold by such Selling Shareholder free and clear of all
                    security interests, claims, liens, equities or other
                    encumbrances, except for pre-emptive rights, rights of first
                    refusal and tag-along rights of other shareholders of the
                    Company as of the date hereof, all of which have been
                    effectively waived or are being satisfied by the terms of
                    this offering, and the legal right and power, and all
                    authorization and approval required by law, to enter into
                    this Agreement and, if applicable, the Custody Agreement and
                    the Power of Attorney and to sell, transfer and deliver the
                    Shares and the ADSs to be sold by such Selling Shareholder
                    and to deposit with the Depositary the Shares to be sold by
                    such Selling Shareholder.

          (iv)      Upon deposit of the Shares to be sold by such Selling
                    Shareholder and payment therefor pursuant to this Agreement,
                    valid title to such Shares will be passed in accordance with
                    the Deposit Agreement to the Depositary who has received
                    deposit of such Shares without notice of an adverse claim,
                    free and clear of any adverse claim within the meaning of
                    Section 8-102 of the New York Uniform Commercial Code.

          (v)       ADRs representing Shares to be sold by such Selling
                    Shareholder, when issued by the Depositary against the
                    deposit of Shares in respect thereof in accordance with the
                    provisions of the Deposit Agreement, will be duly authorized
                    and validly issued and the persons in whose names such ADRs
                    are registered will be entitled to the rights of registered
                    holders of ADRs specified therein and in the Deposit
                    Agreement.

          (vi)      The Custody Agreement and the Power of Attorney, if
                    applicable, have been duly authorized, executed and
                    delivered by such Selling Shareholder and are valid and
                    legally binding agreements of such Selling Shareholder,
                    enforceable in accordance with their terms, except as may be
                    limited by bankruptcy, insolvency, reorganization,
                    moratorium or similar laws relating to or affecting
                    creditors' rights generally and by general principles of
                    equity (regardless of whether such enforceability is
                    considered in a proceeding in equity or at law).

          (vii)     Such Selling Shareholder is not prompted by any information
                    concerning the Company or its subsidiaries which is not set

                                       15



                    forth in the Registration Statement, the Time of Sale
                    Prospectus and the Prospectus to sell its ADSs pursuant to
                    this Agreement.

          (viii)    (A) The Registration Statement, when it became effective,
                    did not contain and, as amended or supplemented, if
                    applicable, will not contain any untrue statement of a
                    material fact or omit to state a material fact required to
                    be stated therein or necessary to make the statements
                    therein not misleading, (B) the Time of Sale Prospectus does
                    not, and at the time of each sale of the ADSs in connection
                    with the offering when the Prospectus is not yet available
                    to prospective purchasers and at the Closing Date (as
                    defined in Section 4), the Time of Sale Prospectus, as then
                    amended or supplemented by the Company, if applicable, will
                    not, contain any untrue statement of a material fact or omit
                    to state a material fact necessary to make the statements
                    therein, in the light of the circumstances under which they
                    were made, not misleading, and (C) the Prospectus does not
                    contain and, as amended or supplemented, if applicable, will
                    not contain any untrue statement of a material fact or omit
                    to state a material fact necessary to make the statements
                    therein, in the light of the circumstances under which they
                    were made, not misleading; provided that the representations
                    and warranties set forth in this paragraph 2(b)(viii) are
                    limited to statements or omissions in the Registration
                    Statement, the Time of Sale Prospectus, the Prospectus or
                    any amendments or supplements thereto, made in reliance upon
                    information relating to such Selling Shareholder furnished
                    to the Company in writing by such Selling Shareholder
                    expressly for use therein; it being understood and agreed
                    that the only written information furnished to the Company
                    by each Selling Shareholder expressly for use in the
                    Registration Statement, the Time of Sale Prospectus, the
                    Prospectus, or any amendments or supplements thereto is the
                    information relating to such Selling Shareholder set forth
                    in the section "Principal and Selling Shareholders" (except
                    for the percentages set forth therein).

          (ix)      Such Selling Shareholder has not taken and will not take,
                    directly or indirectly, any action designed to, or which has
                    constituted, or which might reasonably be expected to cause
                    or result in the stabilization or manipulation of the price
                    of the Ordinary Shares of the Company and, other than as
                    permitted by the Securities Act, such Selling Shareholder
                    will not distribute any prospectus or other offering
                    material in connection with the offering of the ADSs.

                                       16



          (x)       There are no contracts, agreements or understandings between
                    such Selling Shareholder and any person that would give rise
                    to a valid claim against such Selling Shareholder or any
                    Underwriter for a brokerage commission, finder's fee or
                    other like payment.

     (c) Theodore Agnew and the Trust jointly and severally represent and
warrant to and agree with each of the Underwriters that:

          (i)       This Agreement has been duly authorized, executed and
                    delivered by or on behalf of each of Theodore Agnew and
                    the Trust.

          (ii)      The execution and delivery by each of Theodore Agnew and
                    the Trust of, and the performance by each of Theodore Agnew
                    and the Trust of his or its respective obligations under,
                    this Agreement and, as applicable, the Custody Agreement,
                    the Power of Attorney, the Statement of Election and
                    Questionnaire and the Stock Transfer Form will not
                    contravene any provision of applicable law, or the trust
                    deed establishing the Theodore Agnew Personal Settlement, or
                    any agreement or other instrument binding upon either
                    Theodore Agnew or the Trust (except for such contravention
                    of an agreement or other instrument that would not result in
                    a material adverse effect on (A) the performance by either
                    Theodore Agnew or the Trust of his or its respective
                    obligations under, or the consummation of any of the
                    transactions contemplated in, this Agreement or the Deposit
                    Agreement or (B) either Theodore Agnew or the Trust) or any
                    judgment, order or decree of any governmental body, agency
                    or court having jurisdiction over either Theodore Agnew or
                    the Trust, and no consent, approval, authorization or order
                    of, or qualification with, any governmental body or agency
                    is required for the performance by either Theodore Agnew or
                    the Trust of his or its respective obligations under this
                    Agreement or the Custody Agreement, Power of Attorney,
                    Statement of Election and Questionnaire or Stock Transfer
                    Form of the Trust, as applicable, except such as may be
                    required by the securities or Blue Sky laws of the various
                    states in connection with the offer and sale of the ADSs.

                                       17



          (iii)     The Trust has, and on the Closing Date will have, valid
                    title to, or a valid "security entitlement" within the
                    meaning of Section 8-501 of the New York Uniform Commercial
                    Code in respect of, the Shares underlying the ADSs to be
                    sold by the Trust free and clear of all security interests,
                    claims, liens, equities or other encumbrances, except for
                    pre-emptive rights, rights of first refusal and tag-along
                    rights of other shareholders of the Company as of the date
                    hereof, all of which have been effectively waived or are
                    being satisfied by the terms of this offering, and the legal
                    right and power, and all authorization and approval required
                    by law, to enter into this Agreement and the Custody
                    Agreement and the Power of Attorney and to sell, transfer
                    and deliver the Shares and the ADSs to be sold by the Trust
                    and to deposit with the Depositary the Shares to be sold by
                    the Trust.

          (iv)      Upon deposit of the Shares to be sold by the Trust and
                    payment therefor pursuant to this Agreement, valid title to
                    such Shares will be passed in accordance with the Deposit
                    Agreement to the Depositary who has received deposit of such
                    Shares without notice of an adverse claim, free and clear of
                    any adverse claim within the meaning of Section 8-102 of the
                    New York Uniform Commercial Code.

          (v)       ADRs representing Shares to be sold by the Trust, when
                    issued by the Depositary against the deposit of Shares in
                    respect thereof in accordance with the provisions of the
                    Deposit Agreement, will be duly authorized and validly
                    issued and the persons in whose names such ADRs are
                    registered will be entitled to the rights of registered
                    holders of ADRs specified therein and in the Deposit
                    Agreement.

          (vi)      The Custody Agreement and the Power of Attorney, as
                    applicable, have been duly authorized, executed and
                    delivered by each of Theodore Agnew and the Trust and are
                    valid and legally binding agreements of Theodore Agnew or
                    the Trust, as the case may be, enforceable in accordance
                    with their terms, except as may be limited by bankruptcy,
                    insolvency, reorganization, moratorium or similar laws
                    relating to or affecting creditors' rights generally and by
                    general principles of equity (regardless of whether such
                    enforceability is considered in a proceeding in equity or at
                    law).

                                       18



          (vii)     Neither Theodore Agnew nor the Trust is prompted by any
                    information concerning the Company or its subsidiaries which
                    is not set forth in the Registration Statement, the Time of
                    Sale Prospectus and the Prospectus to sell his or its ADSs
                    pursuant to this Agreement.

          (viii)    (A) The Registration Statement, when it became effective,
                    did not contain and, as amended or supplemented, if
                    applicable, will not contain any untrue statement of a
                    material fact or omit to state a material fact required to
                    be stated therein or necessary to make the statements
                    therein not misleading, (B) the Time of Sale Prospectus does
                    not, and at the time of each sale of the ADSs in connection
                    with the offering when the Prospectus is not yet available
                    to prospective purchasers and at the Closing Date (as
                    defined in Section 4), the Time of Sale Prospectus, as then
                    amended or supplemented by the Company, if applicable, will
                    not, contain any untrue statement of a material fact or omit
                    to state a material fact necessary to make the statements
                    therein, in the light of the circumstances under which they
                    were made, not misleading and (C) the Prospectus does not
                    contain and, as amended or supplemented, if applicable, will
                    not contain any untrue statement of a material fact or omit
                    to state a material fact necessary to make the statements
                    therein, in the light of the circumstances under which they
                    were made, not misleading; provided that the representations
                    and warranties set forth in this paragraph 2(b)(viii) are
                    limited to statements or omissions in the Registration
                    Statement, the Time of Sale Prospectus, the Prospectus or
                    any amendments or supplements thereto, made in reliance upon
                    information relating to either Theodore Agnew or the Trust
                    furnished to the Company in writing by either Theodore Agnew
                    or the Trust expressly for use therein; it being understood
                    and agreed that the only written information furnished to
                    the Company by either Theodore Agnew or the Trust expressly
                    for use in the Registration Statement, the Time of Sale
                    Prospectus, the Prospectus, or any amendments or supplements
                    thereto is the information relating to Theodore Agnew and
                    the Trust set forth in the section "Principal and Selling
                    Shareholders" (except for the percentages set forth
                    therein).

          (ix)      Neither Theodore Agnew nor the Trust has taken or will take,
                    directly or indirectly, any action designed to, or which has
                    constituted, or which might

                                       19



                    reasonably be expected to cause or result in the
                    stabilization or manipulation of the price of the Ordinary
                    Shares of the Company and, other than as permitted by the
                    Securities Act, neither Theodore Agnew nor the Trust will
                    distribute any prospectus or other offering material in
                    connection with the offering of the ADSs.

          (x)       There are no contracts, agreements or understandings between
                    either Theodore Agnew or the Trust, and any person that
                    would give rise to a valid claim against Theodore Agnew, the
                    Trust or any Underwriter for a brokerage commission,
                    finder's fee or other like payment.

     2. Agreements to Sell and Purchase. Each Seller, severally and not jointly,
hereby agrees to sell to the several Underwriters, and each Underwriter, upon
the basis of the representations and warranties herein contained, but subject to
the conditions hereinafter stated, agrees, severally and not jointly, to
purchase from such Seller at $______ per ADS (the "PURCHASE PRICE") the number
of Firm ADSs (subject to such adjustments to eliminate fractional shares as the
Managers may determine) that bears the same proportion to the number of Firm
ADSs to be sold by such Seller as the number of Firm ADSs set forth in Schedule
II hereto opposite the name of such Underwriter bears to the total number of
Firm ADSs.

     On the basis of the representations and warranties contained in this
Agreement, and subject to its terms and conditions, each Seller, severally and
not jointly, agrees to sell to each Underwriter at the Purchase Price the number
of Additional ADSs (subject to such adjustments to eliminate fractional shares
as the Managers may determine) that bears the same proportion to the number of
Additional ADSs to be sold by such Seller as the number of Firm ADSs set forth
in Schedule II hereto opposite the name of such Underwriter bears to the total
number of Firm ADSs, and the Underwriters shall have the right to purchase,
severally and not jointly, up to 1,561,000 Additional ADSs at the Purchase
Price. The Managers may exercise this right on behalf of the Underwriters in
whole or in part but not more than once by giving written notice not later than
30 days after the date of this Agreement. Any exercise notice shall specify the
number of Additional ADSs to be purchased by the Underwriters and the date on
which such Additional ADSs are to be purchased. Each purchase date must be at
least one business day after the written notice is given and may not be earlier
than the closing date for the Firm ADSs nor later than ten business days after
the date of such notice. Additional ADSs may be purchased as provided in Section
4 hereof solely for the purpose of covering over-allotments made in connection
with the offering of the Firm ADSs. On each day, if any, that Additional ADSs
are to be purchased (an "OPTION CLOSING DATE"), each Underwriter agrees,
severally and not jointly, to purchase the number of Additional ADSs (subject to
such

                                       20


adjustments to eliminate fractional shares as the Managers may determine) that
bears the same proportion to the total number of Additional ADSs to be purchased
on such Option Closing Date as the number of Firm ADSs set forth in Schedule II
hereto opposite the name of such Underwriter bears to the total number of Firm
ADSs.

3. Terms of Public Offering. The Sellers are advised by the Managers that the
Underwriters propose to make a public offering in the United States of their
respective portions of the ADSs as soon after the Registration Statement and
this Agreement have become effective as in the judgment of the Managers is
advisable. The Sellers are further advised by the Managers that the ADSs are to
be offered to the public initially at $______ per ADS (the "PUBLIC OFFERING
PRICE") and to certain dealers selected by the Managers at a price that
represents a concession not in excess of $______ per ADS under the Public
Offering Price, and that any Underwriter may allow, and such dealers may
reallow, a concession, not in excess of $______ per ADS, to any Underwriter or
to certain other dealers.

4. Payment and Delivery. Payment for the Firm ADSs to be sold by the Company and
the Selling Shareholders (other than British Airways) shall be made to the
Company and to the Custodian, on behalf of such Selling Shareholders, and
payment for the Firm ADSs to be sold by British Airways shall be made to British
Airways, each in federal or other funds immediately available in New York City
against delivery of such Firm ADSs for the respective accounts of the several
Underwriters at 10:00 a.m., New York City time, on [     ], 2006, or at such
other time on the same or such other date, not later than [insert date that is
five business days after date in previous line], 2006, as shall be designated in
writing by the Managers. The time and date of such payment are hereinafter
referred to as the "CLOSING DATE."

     Payment for any Additional ADSs to be sold by the Company and the Selling
Shareholders (other than the Warburg Entities) shall be made to the Company and
to the Custodian, on behalf of such Selling Shareholders, and payment for the
Additional ADSs to be sold by the Warburg Entities shall be made to a designee
of the Warburg Entities, each in federal or other funds immediately available in
New York City against delivery of such Additional ADSs for the respective
accounts of the several Underwriters at 10:00 a.m., New York City time, on the
date specified in the corresponding notice described in Section 2 or at such
other time on the same or on such other date, in any event not later than
[insert date ten business days after the expiration of the green shoe option],
2006, as shall be designated in writing by the Managers.

     The Firm ADSs and Additional ADSs shall be registered in such names and in
such denominations as the Managers shall request in writing not later than one
full business day prior to the Closing Date or the applicable Option Closing
Date, as the case may be. The ADRs corresponding to the Firm ADSs and

                                       21



Additional ADSs shall be delivered to the Managers on the Closing Date or an
Option Closing Date, as the case may be, for the respective accounts of the
several Underwriters, with any transfer taxes payable in connection with the
transfer of the ADSs to the Underwriters duly paid, against payment of the
Purchase Price therefor.

5. Conditions to the Underwriters' Obligations. The obligations of the Sellers
to sell the ADSs to the Underwriters and the several obligations of the
Underwriters to purchase and pay for the ADSs on the Closing Date are subject to
the condition that the Registration Statement and the ADR Registration Statement
each shall have become effective not later than [     ] (New York City time) on
the date hereof.

     The several obligations of the Underwriters are subject to the following
further conditions:

     (a) Subsequent to the execution and delivery of this Agreement and prior to
the Closing Date:

          (i)       there shall not have occurred any downgrading, nor shall any
                    notice have been given of any intended or potential
                    downgrading or of any review for a possible change that does
                    not indicate the direction of the possible change, in the
                    rating accorded any of the securities of the Company or any
                    of its subsidiaries by any "nationally recognized
                    statistical rating organization," as such term is defined
                    for purposes of Rule 436(g)(2) under the Securities Act; and

          (ii)      there shall not have occurred any change, or any development
                    involving a prospective change, in the condition, financial
                    or otherwise, or in the earnings, business or operations of
                    the Company and its subsidiaries, taken as a whole, from
                    that set forth in the Time of Sale Prospectus that, in the
                    judgment of the Managers, is material and adverse and that
                    makes it, in the judgment of the Managers, impracticable to
                    market the ADSs on the terms and in the manner contemplated
                    in the Time of Sale Prospectus.

     (b) The Underwriters shall have received on the Closing Date a certificate,
dated the Closing Date and signed by an executive officer of the Company, to the
effect set forth in Section 5(a)(i) above and to the effect that the
representations and warranties of the Company contained in this Agreement are
true and correct in all material respects as of the Closing Date and that the
Company has complied with all of the agreements and satisfied all of the
conditions on its part to be performed or satisfied hereunder on or before the
Closing Date.

                                       22



     The officer signing and delivering such certificate may rely upon the best
of his or her knowledge as to proceedings threatened.

     (c) The Underwriters shall have received on the Closing Date opinions and a
letter of Latham & Watkins LLP, U.S. counsel for the Company, dated the Closing
Date, substantially in the forms of Exhibits C-1, C-2 and C-3.

     (d) The Underwriters shall have received on the Closing Date an opinion of
Mourant du Feu & Jeune, Jersey counsel for the Company, dated the Closing Date,
substantially in the form of Exhibit D.

     (e) The Underwriters shall have received on the Closing Date an opinion of
Amarchand & Mangaldas & Suresh A. Shroff & Co., Indian counsel for the Company,
dated the Closing Date, substantially in the form of Exhibit E.

     (f) The Underwriters shall have received on the Closing Date an opinion of
Etude Gilbert Noel, Mauritian counsel for the Company, dated the Closing Date,
substantially in the form of Exhibit F.

     (g) The Underwriters shall have received on the Closing Date an opinion of
Slaughter and May, English counsel to British Airways, dated the Closing Date,
substantially in the form of Exhibit G.

     (h) The Underwriters shall have received on the Closing Date an opinion of
Simcocks, Isle of Man counsel to the Trust, dated the Closing Date,
substantially in the form of Exhibit H.

     (i) The Underwriters shall have received on the Closing Date an opinion and
a letter of Cleary Gottlieb Steen & Hamilton LLP, U.S. counsel for the
Underwriters, dated the Closing Date, in form and substance satisfactory to the
Managers.

     (j) The Underwriters shall have received on the Closing Date an opinion of
AZB & Partners, Indian counsel for the Underwriters, dated the Closing Date, in
form and substance satisfactory to the Managers.

     (k) The Underwriters shall have received on the Closing Date an opinion of
White & Case LLP, counsel for the Depositary, dated the Closing Date,
substantially in the form of Exhibit I.

     The opinions of Latham & Watkins LLP (on behalf of the Company), Mourant du
Feu & Jeune (on behalf of the Company and the Selling Shareholders), Amarchand &
Mangaldas & Suresh A. Shroff & Co. (on behalf of the Company), Etude Gilbert
Noel (on behalf of the Company), Slaughter and May (on behalf of British
Airways), Simcocks (on behalf of Theodore Agnew) and White & Case LLP (on behalf
of the Depositary) described in Section 5(c),

                                       23



5(d), 5(e), 5(f), 5(g), 5(h) and 5(k) above shall be rendered to the
Underwriters at the request of the Company, the Selling Shareholders, Theodore
Agnew or the Depositary, as applicable, and shall so state therein.

     (l) The Underwriters shall have received, on each of the date hereof and
the Closing Date, a letter dated the date hereof or the Closing Date, as the
case may be, in form and substance satisfactory to the Underwriters, from Ernst
& Young, independent public accountants, containing statements and information
of the type ordinarily included in accountants' "comfort letters" to
underwriters with respect to the financial statements and certain financial
information contained in the Registration Statement, the Time of Sale Prospectus
and the Prospectus; provided that the letter delivered on the Closing Date shall
use a "cut-off date" not earlier than the date hereof.

     (m) The "lock-up" agreements, each substantially in the form of Exhibit A
hereto, between the Managers and our directors, our executive officers, our
employee shareholders and certain of the other shareholders of the Company, each
as listed in Schedule IV hereto, relating to sales and certain other
dispositions of Ordinary Shares or certain other securities, delivered to the
Managers on or before the date hereof, shall be in full force and effect on the
Closing Date.

     (n) The Underwriters shall have received on the Closing Date from each
Selling Shareholder and Theodore Agnew a certificate, dated the Closing Date and
signed by an executive officer of such Selling Shareholder (if such Selling
Shareholder is not an individual), to the effect that the representations and
warranties of such Selling Shareholder or Theodore Agnew, as the case may be,
contained in this Agreement are true and correct as of the Closing Date and that
such Selling Shareholder or Theodore Agnew, as the case may be, has complied or
will comply with all of the agreements and has satisfied or will satisfy all of
the conditions on its part to be performed or satisfied hereunder on or before
the Closing Date.

     The officer signing and delivering such certificate may rely upon the best
of his or her knowledge as to proceedings threatened.

     (o) On or prior to the date the date hereof, each of the Selling
Shareholders (other than the Warburg Entities and British Airways) shall have
furnished for review by the Underwriters executed copies of its Power of
Attorney, Custody Agreement and Statement of Election and Questionnaire.

     (p) On or prior to the date the date hereof, Theodore Agnew shall have
furnished for review by the Underwriters executed copies of his Power of
Attorney.

                                       24



     The several obligations of the Underwriters to purchase Additional ADSs
hereunder are subject to the delivery to the Managers on the applicable Option
Closing Date of such documents as the Managers may reasonably request with
respect to the good standing of the Company, the due authorization and issuance
of the Additional ADSs to be sold on such Option Closing Date and other matters
related to the issuance of such Additional ADSs.

6. Covenants of the Company and the Selling Shareholders. (a) The Company
covenants with each Underwriter as follows:

          (i)       To furnish to the Managers, without charge, four signed
                    copies of the Registration Statement and the ADR
                    Registration Statement (including exhibits thereto) and for
                    delivery to each other Underwriter a conformed copy of the
                    Registration Statement and the ADR Registration Statement
                    (without exhibits thereto) and to furnish to the Managers in
                    New York City, without charge, prior to 10:00 a.m. New York
                    City time on the business day next succeeding the date of
                    this Agreement and during the period mentioned in Section
                    6(a)(v) or 6(a)(vi) below, as many copies of the Time of
                    Sale Prospectus, the Prospectus and any supplements and
                    amendments thereto or to the Registration Statement as the
                    Managers may reasonably request.

          (ii)      Before amending or supplementing the Registration Statement,
                    the ADR Registration Statement, the Time of Sale Prospectus
                    or the Prospectus, to furnish to the Managers a copy of each
                    such proposed amendment or supplement and not to file any
                    such proposed amendment or supplement to which the Managers
                    reasonably object, and to file with the Commission within
                    the applicable period specified in Rule 424(b) under the
                    Securities Act any prospectus required to be filed pursuant
                    to such Rule.

          (iii)     To furnish to the Managers a copy of each proposed free
                    writing prospectus to be prepared by or on behalf of, used
                    by, or referred to by the Company and not to use or refer to
                    any proposed free writing prospectus to which the Managers
                    reasonably object.

          (iv)      Not to take any action that would result in an Underwriter
                    or the Company being required to file with the Commission
                    pursuant to Rule 433(d) under the Securities Act a free
                    writing prospectus prepared by or on behalf of the
                    Underwriter that the Underwriter otherwise would not have
                    been required to file thereunder.

                                       25



          (v)       If the Time of Sale Prospectus is being used to solicit
                    offers to buy the ADSs at a time when the Prospectus is not
                    yet available to prospective purchasers and any event shall
                    occur or condition exist as a result of which it is
                    necessary to amend or supplement the Time of Sale Prospectus
                    to make the statements therein, in the light of the
                    circumstances, not misleading, or if any event shall occur
                    or condition exist as a result of which the Time of Sale
                    Prospectus conflicts with the information contained in the
                    Registration Statement then on file, or if, in the
                    reasonable opinion of counsel for the Underwriters, it is
                    necessary to amend or supplement the Time of Sale Prospectus
                    to comply with applicable law, forthwith to prepare, file
                    with the Commission and furnish, at its own expense, to the
                    Underwriters and to any dealer upon request, either
                    amendments or supplements to the Time of Sale Prospectus so
                    that the statements in the Time of Sale Prospectus as so
                    amended or supplemented will not, in the light of the
                    circumstances when delivered to a prospective purchaser, be
                    misleading or so that the Time of Sale Prospectus, as
                    amended or supplemented, will no longer conflict with the
                    Registration Statement, or so that the Time of Sale
                    Prospectus, as amended or supplemented, will comply with
                    applicable law.

          (vi)      If, during such period after the first date of the public
                    offering of the ADSs as in the reasonable opinion of counsel
                    for the Underwriters the Prospectus (or in lieu thereof the
                    notice referred to in Rule 173(a) under the Securities Act)
                    is required by law to be delivered in connection with sales
                    by an Underwriter or dealer, any event shall occur or
                    condition exist as a result of which it is necessary to
                    amend or supplement the Prospectus to make the statements
                    therein, in the light of the circumstances when the
                    Prospectus (or in lieu thereof the notice referred to in
                    Rule 173(a) under the Securities Act) is delivered to a
                    purchaser, not misleading, or if, in the reasonable opinion
                    of counsel for the Underwriters, it is necessary to amend or
                    supplement the Prospectus to comply with applicable law,
                    forthwith to prepare, file with the Commission and furnish,
                    at its own expense, to the Underwriters and to the dealers
                    (whose names and addresses the Managers will furnish to the
                    Company) to which ADSs may have been sold by the Managers on
                    behalf of the Underwriters and to any other dealers upon
                    request, either amendments or supplements to the Prospectus
                    so that the statements in the Prospectus as so amended or
                    supplemented will not, in the light of the circumstances
                    when the Prospectus (or in lieu thereof the notice referred
                    to in Rule

                                       26



                    173(a) under the Securities Act) is delivered to a
                    purchaser, be misleading or so that the Prospectus, as
                    amended or supplemented, will comply with law.

          (vii)     To endeavor to qualify the Shares and the corresponding
                    American Depositary Shares for offer and sale under the
                    securities or Blue Sky laws of such jurisdictions as the
                    Managers shall reasonably request; provided, however, that
                    nothing contained in this Section 6(a)(vii) shall require
                    the Company to qualify to do business in any jurisdiction
                    where it is not now so qualified or to take any action that
                    would subject it to service of process in suits or to
                    subject itself to taxation in any jurisdiction in which it
                    is otherwise not so subject, other than suits and taxes
                    arising out of the offering or sale of the ADSs.

          (viii)    To make generally available to the Company's security
                    holders and to the Managers as soon as practicable an
                    earning statement covering a period of at least twelve
                    months beginning with the first fiscal quarter of the
                    Company occurring after the date of this Agreement which
                    shall satisfy the provisions of Section 11(a) of the
                    Securities Act and the rules and regulations of the
                    Commission thereunder.

          (ix)      Whether or not the transactions contemplated in this
                    Agreement are consummated or this Agreement is terminated,
                    the Company agrees to pay or cause to be paid all expenses
                    incident to the performance of their obligations under this
                    Agreement, including: (A) the fees, disbursements and
                    expenses of the Company's counsel, the Company's accountants
                    and counsel for the Selling Shareholders in connection with
                    the registration and delivery of the Shares and the related
                    ADSs under the Securities Act and all other fees or expenses
                    in connection with the preparation and filing of the
                    Registration Statement, the ADR Registration Statement, any
                    preliminary prospectus, the Time of Sale Prospectus, the
                    Prospectus, any free writing prospectus prepared by or on
                    behalf of, used by, or referred to by the Company and
                    amendments and supplements to any of the foregoing,
                    including all printing costs associated therewith, and the
                    mailing and delivering of copies thereof to the Underwriters
                    and dealers, in the quantities hereinabove specified, (B)
                    all costs and expenses related to the transfer and delivery
                    of the Shares and the related ADSs to be sold by the Company
                    and the Selling Shareholders to the Underwriters, including
                    any transfer or other taxes payable thereon, (C) the

                                       27



                    cost of printing or producing any Blue Sky or Legal
                    Investment memorandum in connection with the offer and sale
                    of the Shares or the related ADSs under state securities
                    laws and all expenses in connection with the qualification
                    of the Shares and any related ADSs for offer and sale under
                    state securities laws as provided in Section 6(a)(vii)
                    hereof, including filing fees and the reasonable fees and
                    disbursements of counsel for the Underwriters in connection
                    with such qualification and in connection with the Blue Sky
                    or Legal Investment memorandum, (D) all filing fees and the
                    reasonable fees and disbursements of counsel to the
                    Underwriters incurred in connection with the review and
                    qualification of the offering of the Shares and any related
                    ADSs by the National Association of Securities Dealers,
                    Inc., (E) all fees and expenses in connection with the
                    preparation and filing of the registration statement on Form
                    8-A relating to the Shares and the ADSs and all costs and
                    expenses incident to listing the ADSs on the NYSE, (F) the
                    cost of printing certificates representing the Shares or
                    American Depositary Receipts corresponding to the ADSs, (G)
                    the costs and charges of any transfer agent, registrar or
                    depositary, (H) the costs and expenses of the Company
                    relating to investor presentations on any "road show"
                    undertaken in connection with the marketing of the offering
                    of the ADSs, including, without limitation, expenses
                    associated with the production of road show slides and
                    graphics, fees and expenses of any consultants engaged in
                    connection with the road show presentations with the prior
                    approval of the Company and travel and lodging expenses of
                    the representatives and officers of the Company and any such
                    consultants, other than the cost of any aircraft chartered
                    in connection with the road show, which shall be shared
                    equally between the Company and the Underwriters, (I) the
                    document production charges and expenses associated with
                    printing this Agreement and (J) all other costs and expenses
                    incident to the performance of the obligations of the
                    Company and the Selling Shareholders hereunder for which
                    provision is not otherwise made in this Section. It is
                    understood, however, that except as provided in this
                    Section, Section 8 entitled "Indemnity and Contribution" and
                    the last paragraph of Section 10 below, the Underwriters
                    will pay all of their costs and expenses, including fees and
                    disbursements of their counsel, stock transfer taxes payable
                    on resale of any of the Shares or ADSs by them and any
                    advertising expenses connected with any offers they may
                    make.

                                       28



          (x)       The Company, without the prior written consent of Morgan
                    Stanley & Co. International Limited ("MORGAN STANLEY") on
                    behalf of the Underwriters, will not, during the period
                    ending 180 days after the date of the Prospectus, (1) offer,
                    pledge, sell, contract to sell, sell any option or contract
                    to purchase, purchase any option or contract to sell, grant
                    any option, right or warrant to purchase, lend, or otherwise
                    transfer or dispose of, directly or indirectly, any Ordinary
                    Shares or any securities convertible into or exercisable or
                    exchangeable for Ordinary Shares, (2) enter into any swap or
                    other arrangement that transfers to another, in whole or in
                    part, any of the economic consequences of ownership of the
                    Ordinary Shares, whether any such transaction described in
                    clause (1) or (2) above is to be settled by delivery of
                    Ordinary Shares or such other securities, in cash or
                    otherwise or (3) file any registration statement with the
                    Commission relating to the offering of any American
                    Depositary Shares, Ordinary Shares or any securities
                    convertible into or exercisable or exchangeable for American
                    Depositary Shares or Ordinary Shares.

                         The restrictions contained in the preceding paragraph
                    shall not apply to (a) the American Depositary Shares to be
                    sold hereunder (or the Shares represented by them) or (b)
                    the issuance by the Company of Ordinary Shares upon the
                    exercise of an option or warrant or the conversion of a
                    security outstanding on the date hereof of which is
                    disclosed in the Time of Sale Prospectus or which the
                    Underwriters have been advised in writing, (c) the issuance
                    by the Company of Ordinary Shares, or options to purchase
                    Ordinary Shares, pursuant to the Company's 2002 Stock
                    Incentive Plan, (d) the issuance by the Company of Ordinary
                    Shares, or options to purchase Ordinary Shares, pursuant to
                    the Company's 2006 Incentive Award Plan (including the
                    Addendum to WNS (Holdings) Ltd. 2006 Incentive Award Plan),
                    (e) the issuance by the Company of any Ordinary Shares in
                    connection with the acquisition of or merger with or into
                    any other company (provided that the amount of Ordinary
                    Shares issued in connection with any such acquisition(s) or
                    merger(s) does not in the aggregate exceed 10% of the total
                    shares outstanding of the Company at the time of the
                    offering) or (f) the filing by the Company of any
                    registration statement with the Commission on Form S-8
                    relating to the offering of securities pursuant to the terms
                    of the 2002 Stock Incentive Plan or the 2006 Incentive Award
                    Plan (including the Addendum to WNS (Holdings) Ltd. 2006
                    Incentive Award Plan); provided that each recipient of
                    Ordinary

                                       29


                    Shares (including Ordinary Shares issued upon the exercise
                    of options) pursuant to clauses (b), (c) and (d), during the
                    restricted period referred to in the immediately preceding
                    paragraph shall sign and deliver a lock-up letter
                    substantially in the form of Exhibit B hereto; and provided,
                    further, that in the case of any issuance pursuant to clause
                    (e), each recipient of such Ordinary Shares shall agree in
                    writing, for the benefit of the Underwriters, that such
                    Ordinary Shares shall remain subject to restrictions
                    identical to those contained in the immediately preceding
                    paragraph for the remainder of the period for which the
                    Company is bound thereunder; and provided, further, that in
                    the case of any issuance pursuant to clause (b), (c) or (d)
                    no filing under Section 16(a) of the Exchange Act shall be
                    required or shall be voluntarily made in connection with any
                    such issuance.

                         Notwithstanding the foregoing, if (1) during the last
                    17 days of the 180-day restricted period the Company issues
                    an earnings release or material news or a material event
                    relating to the Company occurs; or (2) prior to the
                    expiration of the 180-day restricted period, the Company
                    announces that it will release earnings results during the
                    16-day period beginning on the last day of the 180-day
                    period, the restrictions imposed by this agreement shall
                    continue to apply until the expiration of the 18-day period
                    beginning on the issuance of the earnings release or the
                    occurrence of the material news or material event; provided
                    that in the case of clause (2) above, if no earnings results
                    are released during the 16-day period, the restricted period
                    will terminate on the last day of the 16-day period. The
                    Company shall promptly notify the Managers of any earnings
                    release, news or event that may give rise to an extension of
                    the initial 180-day restricted period.

          (xi)      The Company will use its best efforts to effect and maintain
                    the listing of the American Depositary Shares on the NYSE.

          (xii)     The Company will not invest, or otherwise use the proceeds
                    received by the Company from its sale of the ADSs, in such a
                    manner as would require the Company to register as an
                    investment company under the 1940 Act.

          (xiii)    The Company will maintain a transfer agent and, if necessary
                    under the jurisdiction of incorporation of the Company, a
                    registrar for the Ordinary Shares.

                                       30



          (xiv)     The Company will not take, directly or indirectly, any
                    action designed to cause or result in, or that has
                    constituted or might reasonably be expected to constitute,
                    the stabilization or manipulation of the price of any
                    securities of the Company.

     (b) Each Selling Shareholder, in addition to its other agreements and
obligations hereunder, severally and not jointly, covenants with each
Underwriter as follows:

          (i)       Such Selling Shareholder agrees that (a) it will not
                    prepare, or have prepared on its behalf, or use or refer to,
                    any "free writing prospectus" (as defined in Rule 405 under
                    the Securities Act), and (b) it will not distribute any
                    written materials in connection with the offer or sale of
                    the ADSs.

          (ii)      Not to take any action that would result in an Underwriter
                    or the Company being required to file with the Commission
                    pursuant to Rule 433(d) under the Securities Act a free
                    writing prospectus prepared by or on behalf of the
                    Underwriter that the Underwriter otherwise would not have
                    been required to file thereunder.

          (iii)     During the period when delivery of a Prospectus (or, in lieu
                    thereof, the notice referred to under Rule 173(a) under the
                    Securities Act) is required under the Securities Act, such
                    Selling Shareholder will advise the Underwriters promptly,
                    and will confirm such advice in writing to the Underwriters,
                    of any change in the information relating to such Selling
                    Shareholder in the Registration Statement, the Time of Sale
                    Prospectus or the Prospectus.

          (iv)      Whether or not the transactions contemplated in this
                    Agreement are consummated or this Agreement is terminated,
                    the Selling Shareholders agree to pay or cause to be paid
                    all expenses incident to the performance of their
                    obligations under this Agreement, including: (A) the fees,
                    disbursements and expenses of counsel for the Selling
                    Shareholders in connection with the registration of the
                    Shares and the registration and delivery of the ADSs under
                    the Securities Act, (B) all costs and expenses related to
                    the transfer and delivery of the ADSs to be sold by the
                    Selling Shareholders to the Underwriters, including any
                    transfer or other taxes payable thereon and (C) all other
                    costs and expenses incident to the performance of the
                    obligations of the Selling Shareholders hereunder for which
                    provision is not otherwise made in this Section. It is
                    understood, however, that

                                       31



                    except as provided in this Section, Section 8 entitled
                    "Indemnity and Contribution" and the last paragraph of
                    Section 10 below, the Underwriters will pay all of their
                    costs and expenses, including fees and disbursements of
                    their counsel, stock transfer taxes payable on resale of any
                    of the ADSs by them and any advertising expenses connected
                    with any offers they may make.

          (v)       Such Selling Shareholder will not take, directly or
                    indirectly, any action designed to cause or result in, or
                    that has constituted or might reasonably be expected to
                    constitute, the stabilization or manipulation of the price
                    of any securities of the Company.

          (vi)      In order to document the Underwriters' compliance with the
                    reporting and withholding provisions of the Tax Equity and
                    Fiscal Responsibility Act of 1982 and the Interest and
                    Dividend Tax Compliance Act of 1983 with respect to the
                    transactions herein contemplated, each of the Selling
                    Shareholders agrees to deliver to the Managers prior to or
                    at the Closing Date a properly completed and executed United
                    States Treasury Department Form W-8 or W-9 (or other
                    applicable form or statement specified by Treasury
                    Department regulations in lieu thereof).

          (vii)     Each Selling Shareholder, without the prior written consent
                    of Morgan Stanley on behalf of the Underwriters, will not,
                    during the period ending 180 days after the date of the
                    Prospectus, (1) offer, pledge, sell, contract to sell, sell
                    any option or contract to purchase, purchase any option or
                    contract to sell, grant any option, right or warrant to
                    purchase, lend, or otherwise transfer or dispose of,
                    directly or indirectly, any Ordinary Shares or any
                    securities convertible into or exercisable or exchangeable
                    for Ordinary Shares, (2) enter into any swap or other
                    arrangement that transfers to another, in whole or in part,
                    any of the economic consequences of ownership of the
                    Ordinary Shares, whether any such transaction described in
                    clause (1) or (2) above is to be settled by delivery of
                    Ordinary Shares or such other securities, in cash or
                    otherwise or (3) file any registration statement with the
                    Commission relating to the offering of any American
                    Depositary Shares, Ordinary Shares or any securities
                    convertible into or exercisable or exchangeable for Ordinary
                    Shares.

                          The restrictions contained in the preceding paragraph
                    shall not apply to (a) the American Depositary Shares to be
                    sold hereunder (or the Shares represented by them), (b)

                                       32



                    transactions by a Selling Shareholder relating to Ordinary
                    Shares or other securities acquired in open market
                    transactions after the completion of the offering of the
                    ADSs, provided that no filing under Section 16(a) of the
                    Exchange Act shall be required or shall be voluntarily made
                    in connection with subsequent sales of Ordinary Shares or
                    other securities acquired in such open market transactions,
                    (c) transfers by a Selling Shareholder of Ordinary Shares or
                    any security convertible into Ordinary Shares as a bona fide
                    gift and (d) distributions by a Selling Shareholder of
                    Ordinary Shares or any security convertible into Ordinary
                    Shares to limited partners or stockholders of the Selling
                    Shareholder; provided that in the case of any transfer or
                    distribution pursuant to clause (c) or (d), (i) each donee
                    or distributee shall enter into a written agreement
                    accepting the restrictions set forth in the preceding
                    paragraph and this paragraph as if it were a Selling
                    Shareholder and (ii) no filing under Section 16(a) of the
                    Exchange Act, reporting a reduction in beneficial ownership
                    of Ordinary Shares, shall be required or shall be
                    voluntarily made in respect of the transfer or distribution
                    during the 180-day restricted period. Notwithstanding the
                    foregoing, the Selling Shareholders shall not be prohibited
                    from entering into a written sales plan designed to comply
                    with Rule 10b5-1(c) under the Exchange Act, so long as such
                    plan does not allow for any sales thereunder to be made
                    until the expiration or termination of the restrictions
                    contained in this Section 6(b)(vii). In addition, each
                    Selling Shareholder, agrees that, without the prior written
                    consent of Morgan Stanley on behalf of the Underwriters, it
                    will not, during the period ending 180 days after the date
                    of the Prospectus, make any demand for, or exercise any
                    right with respect to, the registration of any American
                    Depositary Shares or Ordinary Shares or any security
                    convertible into or exercisable or exchangeable for American
                    Depositary Shares or Ordinary Shares. Each Selling
                    Shareholder consents to the entry of stop transfer
                    instructions with the Company's transfer agent and registrar
                    against the transfer of any Shares, and with the Depositary
                    against the transfer of any American Depositary Shares, held
                    by such Selling Shareholder except in compliance with the
                    foregoing restrictions.

                         Notwithstanding the foregoing, if (1) during the last
                    17 days of the 180-day restricted period the Company issues
                    an earnings release or material news or a material event
                    relating to the Company occurs; or (2) prior to the
                    expiration of the 180-day restricted period, the Company
                    announces that it will

                                       33



                    release earnings results during the 16-day period beginning
                    on the last day of the 180-day period, the restrictions
                    imposed by this agreement shall continue to apply until the
                    expiration of the 18-day period beginning on the issuance of
                    the earnings release or the occurrence of the material news
                    or material event; provided that in the case of clause (2)
                    above, if no earnings results are released during the 16-day
                    period, the restricted period will terminate on the last day
                    of the 16-day period. The Company shall promptly notify the
                    Managers of any earnings release, news or event that may
                    give rise to an extension of the initial 180-day restricted
                    period.

     (c) Theodore Agnew shall also be deemed a Selling Shareholder for purposes
of Sections 6(b) (other than Section 6(b)(vi)), 8, 10, 11, 12, 13, 14 and 18.
Theodore Agnew covenants with each Underwriter that he shall cause Theodore
Agnew Settlement Trust to perform all its obligations under this Agreement.

7. Covenants of the Underwriters. Each Underwriter severally covenants with the
Company not to take any action that would result in the Company being required
to file with the Commission under Rule 433(d) a free writing prospectus prepared
by or on behalf of such Underwriter that otherwise would not be required to be
filed by the Company thereunder, but for the action of the Underwriter.

8. Indemnity and Contribution. (a) The Company agrees to indemnify and hold
harmless each Underwriter, each person, if any, who controls any Underwriter
within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act, and each affiliate of any Underwriter within the meaning of
Rule 405 under the Securities Act from and against any and all losses, claims,
damages and liabilities (including, without limitation, any legal or other
expenses reasonably incurred in connection with defending or investigating any
such action or claim) caused by any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement, the ADR Registration
Statement or any amendment thereof, any preliminary prospectus, the Time of Sale
Prospectus, any issuer free writing prospectus as defined in Rule 433(h) under
the Securities Act, any Company information that the Company has filed, or is
required to file, pursuant to Rule 433(d) of the Securities Act, or the
Prospectus or any amendment or supplement thereto, or caused by any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, except insofar as
such losses, claims, damages or liabilities are caused by any such untrue
statement or omission or alleged untrue statement or omission based upon
information relating to any Underwriter furnished to the Company in writing by
such Underwriter through the Managers expressly for use therein.

                                       34


     (b) Each Selling Shareholder (other than the Trust), severally and not
jointly, agrees to indemnify and hold harmless each Underwriter, each person, if
any, who controls any Underwriter within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act, and each affiliate of any
Underwriter within the meaning of Rule 405 under the Securities Act from and
against any and all losses, claims, damages and liabilities (including, without
limitation, any legal or other expenses reasonably incurred in connection with
defending or investigating any such action or claim) caused by any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement, any preliminary prospectus, the Time of Sale Prospectus,
any issuer free writing prospectus as defined in Rule 433(h) under the
Securities Act, any Company information that the Company has filed, or is
required to file, pursuant to Rule 433(d) of the Securities Act, or the
Prospectus or any amendment or supplement thereto, or caused by any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, but only with
reference to information relating to such Selling Shareholder furnished in
writing by or on behalf of such Selling Shareholder expressly for use in the
Registration Statement, any preliminary prospectus, the Time of Sale Prospectus,
any issuer free writing prospectus as defined in Rule 433(h) under the
Securities Act, any Company information that the Company has filed, or is
required to file, pursuant to Rule 433(d) of the Securities Act, or the
Prospectus or any amendment or supplement thereto; it being understood and
agreed that the only written information furnished to the Company by each
Selling Shareholder expressly for use in the Registration Statement, the Time of
Sale Prospectus, the Prospectus, or any amendments or supplements thereto is the
information relating to such Selling Shareholder set forth in the section
"Principal and Selling Shareholders" (except for the percentages set forth
therein). The liability of each Selling Shareholder under the indemnity
agreement contained in this paragraph shall be several and not joint and shall
be limited to an amount equal to the net proceeds received by such Selling
Shareholder from the sale of ADSs under this Agreement.

     (c) Theodore Agnew and the Trust jointly and severally agree to indemnify
and hold harmless each Underwriter, each person, if any, who controls any
Underwriter within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act, and each affiliate of any Underwriter within the
meaning of Rule 405 under the Securities Act from and against any and all
losses, claims, damages and liabilities (including, without limitation, any
legal or other expenses reasonably incurred in connection with defending or
investigating any such action or claim) caused by any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement, any preliminary prospectus, the Time of Sale Prospectus, any issuer
free writing prospectus as defined in Rule 433(h) under the Securities Act, any
Company information that the Company has filed, or is required to file, pursuant
to Rule 433(d) of the Securities Act, or the Prospectus or

                                       35


any amendment or supplement thereto, or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, but only with reference
to information relating to either Theodore Agnew or Theodore Agnew Personal
Settlement furnished in writing by or on behalf of either Theodore Agnew or the
Trust expressly for use in the Registration Statement, any preliminary
prospectus, the Time of Sale Prospectus, any issuer free writing prospectus as
defined in Rule 433(h) under the Securities Act, any Company information that
the Company has filed, or is required to file, pursuant to Rule 433(d) of the
Securities Act, or the Prospectus or any amendment or supplement thereto; it
being understood and agreed that the only written information furnished to the
Company by either Theodore Agnew or the Trust for use in the Registration
Statement, the Time of Sale Prospectus, the Prospectus, or any amendments or
supplements thereto is the information relating to Theodore Agnew and Theodore
Agnew Personal Settlement set forth in the section "Principal and Selling
Shareholders" (except for the percentages set forth therein). The combined
liability of Theodore Agnew and the Trust under the indemnity agreement
contained in this paragraph shall be joint and several and shall be limited to
an amount equal to the net proceeds received by the Trust from the sale of ADSs
under this Agreement.

     (d) Each Underwriter agrees, severally and not jointly, to indemnify and
hold harmless the Company, the Selling Shareholders, the directors of the
Company, the officers of the Company who sign the Registration Statement and
each person, if any, who controls the Company or any Selling Shareholder within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act to the same extent as the indemnity from the Company to such
Underwriter contained in Section 8(a), but only with reference to information
relating to such Underwriter furnished to the Company in writing by such
Underwriter through the Managers expressly for use in the Registration
Statement, any preliminary prospectus, the Time of Sale Prospectus, any issuer
free writing prospectus as defined in Rule 433(h) under the Securities Act or
the Prospectus or any amendment or supplement thereto.

     (e) In case any proceeding (including any governmental investigation) shall
be instituted involving any person in respect of which indemnity may be sought
pursuant to Section 8(a), 8(b), 8(c) or 8(d), such person (the "INDEMNIFIED
PARTY") shall promptly notify the person against whom such indemnity may be
sought (the "INDEMNIFYING PARTY") in writing and the indemnifying party, upon
request of the indemnified party, shall retain counsel reasonably satisfactory
to the indemnified party to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and shall pay the fees and
disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own
counsel,

                                       36



but the fees and expenses of such counsel shall be at the expense of such
indemnified party unless (i) the indemnifying party and the indemnified party
shall have mutually agreed to the retention of such counsel or (ii) the named
parties to any such proceeding (including any impleaded parties) include both
the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in respect of the legal expenses of any indemnified party in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for (i) the fees and expenses of more than one separate firm (in
addition to any local counsel) for all Underwriters and all persons, if any, who
control any Underwriter within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act or who are affiliates of any
Underwriter within the meaning of Rule 405 under the Securities Act, (ii) the
fees and expenses of more than one separate firm (in addition to any local
counsel) for the Company, its directors, its officers who sign the Registration
Statement and each person, if any, who controls the Company within the meaning
of either such Section and (iii) the fees and expenses of more than one separate
firm (in addition to any local counsel) for all Selling Shareholders and all
persons, if any, who control any Selling Shareholder within the meaning of
either such Section, and that all such fees and expenses shall be reimbursed as
they are incurred. In the case of any such separate firm for the Underwriters,
and such directors, officers and control persons of the Underwriters, such firm
shall be designated in writing by Morgan Stanley. In the case of any such
separate firm for the Company, and such directors, officers and control persons
of the Company, such firm shall be designated in writing by the Company. In the
case of any such separate firm for the Selling Shareholders and such control
persons of any Selling Shareholders, such firm shall be designated in writing by
the persons named as attorneys-in-fact for the Selling Shareholders under the
Powers of Attorney. The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent, but if
settled with such consent or if there be a final judgment for the plaintiff, the
indemnifying party agrees to indemnify the indemnified party from and against
any loss or liability by reason of such settlement or judgment. Notwithstanding
the foregoing sentence, if at any time an indemnified party shall have requested
an indemnifying party to reimburse the indemnified party for fees and expenses
of counsel as contemplated by the second and third sentences of this paragraph,
the indemnifying party agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 30 days after receipt by such indemnifying party of the
aforesaid request and (ii) such indemnifying party shall not have reimbursed the
indemnified party in accordance with such request prior to the date of such
settlement. No indemnifying party shall, without the prior written consent of
the indemnified party, effect any settlement of any pending or threatened
proceeding in respect of which any indemnified party is or could have been a
party and indemnity could have been sought hereunder by such indemnified party,
unless

                                       37



such settlement includes an unconditional release of such indemnified party from
all liability on claims that are the subject matter of such proceeding.

     (f) To the extent the indemnification provided for in Section 8(a), 8(b),
8(c) or 8(d) is unavailable to an indemnified party or insufficient in respect
of any losses, claims, damages or liabilities referred to therein, then each
indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the indemnifying party or parties on the one hand and the
indemnified party or parties on the other hand from the offering of the ADSs or
(ii) if the allocation provided by clause 8(f)(i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause 8(f)(i) above but also the relative
fault of the indemnifying party or parties on the one hand and of the
indemnified party or parties on the other hand in connection with the statements
or omissions that resulted in such losses, claims, damages or liabilities, as
well as any other relevant equitable considerations. The relative benefits
received by the Sellers or Theodore Agnew on the one hand and the Underwriters
on the other hand in connection with the offering of the ADSs shall be deemed to
be in the same respective proportions as the net proceeds from the offering of
the ADSs (before deducting expenses) received by each Seller (or, in the case of
Theodore Agnew, received by the Trust) and the total underwriting discounts and
commissions received by the Underwriters, in each case as set forth in the table
on the cover of the Prospectus, bear to the aggregate Public Offering Price of
the ADSs. The relative fault of the Sellers or Theodore Agnew on the one hand
and the Underwriters on the other hand shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Sellers, Theodore Agnew or by the Underwriters and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The Underwriters' respective
obligations to contribute pursuant to this Section 8 are several in proportion
to the respective number of ADSs they have purchased hereunder, and not joint.
The liability of each Selling Shareholder (other than the Trust) under the
contribution agreement contained in this paragraph shall be limited to an amount
equal to the net proceeds received by such Selling Shareholder from the sale of
ADSs under this Agreement. The combined liability of Theodore Agnew and the
Trust under the contribution agreement contained in this paragraph shall be
joint and several and shall be limited to an amount equal to the net proceeds
received by the Trust from the sale of ADSs under this Agreement.

                                       38



     (g) The Sellers, Theodore Agnew and the Underwriters agree that it would
not be just or equitable if contribution pursuant to this Section 8 were
determined by pro rata allocation (even if the Underwriters were treated as one
entity for such purpose) or by any other method of allocation that does not take
account of the equitable considerations referred to in Section 8(f). The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages and liabilities referred to in Section 8(f) shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
Section 8, no Underwriter shall be required to contribute any amount in excess
of the amount by which the total price at which the ADSs underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages that such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The remedies provided
for in this Section 8 are not exclusive and shall not limit any rights or
remedies that may otherwise be available to any indemnified party at law or in
equity.

     (h) The indemnity and contribution provisions contained in this Section 8
and the representations, warranties and other statements of the Company, the
Selling Shareholders and Theodore Agnew contained in this Agreement shall remain
operative and in full force and effect regardless of (i) any termination of this
Agreement, (ii) any investigation made by or on behalf of any Underwriter, any
person controlling any Underwriter or any affiliate of any Underwriter, any
Selling Shareholder or any person controlling any Selling Shareholder, or the
Company, its officers or directors or any person controlling the Company and
(iii) acceptance of and payment for any of the ADSs.

9. Termination. The Underwriters may terminate this Agreement by notice given by
the Managers to the Company, if after the execution and delivery of this
Agreement and prior to the Closing Date (i) trading generally shall have been
suspended or materially limited on, or by, as the case may be, any of the NYSE,
the Nasdaq National Market, the National Stock Exchange of India Limited or the
Bombay Stock Exchange (ii) trading of any securities of the Company shall have
been suspended on any exchange or in any over-the-counter market, (iii) a
material disruption in securities settlement, payment or clearance services in
the United States, the United Kingdom or Jersey shall have occurred, (iv) any
moratorium on commercial banking activities shall have been declared by federal
or New York State authorities or authorities in India or the United Kingdom or
(v) there shall have occurred any outbreak or escalation of hostilities, or any
change in financial markets, currency exchange rates or controls or any calamity
or crisis that, in the judgment of the Managers, is material and adverse and
which, singly

                                       39



or together with any other event specified in this clause (v), makes it, in the
judgment of the Managers, impracticable or inadvisable to proceed with the
offer, sale or delivery of the ADSs on the terms and in the manner contemplated
in the Time of Sale Prospectus or the Prospectus.

10. Effectiveness; Defaulting Underwriters. This Agreement shall become
effective upon the execution and delivery hereof by the parties hereto.

     If, on the Closing Date or an Option Closing Date, as the case may be, any
one or more of the Underwriters shall fail or refuse to purchase ADSs that it
has or they have agreed to purchase hereunder on such date, and the aggregate
number of ADSs which such defaulting Underwriter or Underwriters agreed but
failed or refused to purchase is not more than one-tenth of the aggregate number
of the ADSs to be purchased on such date, the other Underwriters shall be
obligated severally in the proportions that the number of Firm ADSs set forth
opposite their respective names in Schedule II bears to the aggregate number of
Firm ADSs set forth opposite the names of all such non-defaulting Underwriters,
or in such other proportions as the Managers may specify, to purchase the ADSs
which such defaulting Underwriter or Underwriters agreed but failed or refused
to purchase on such date; provided that in no event shall the number of ADSs
that any Underwriter has agreed to purchase pursuant to this Agreement be
increased pursuant to this Section 10 by an amount in excess of one-ninth of
such number of ADSs without the written consent of such Underwriter. If, on the
Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase
Firm ADSs and the aggregate number of Firm ADSs with respect to which such
default occurs is more than one-tenth of the aggregate number of Firm ADSs to be
purchased on such date, and arrangements satisfactory to the Managers and the
Company for the purchase of such Firm ADSs are not made within 36 hours after
such default, this Agreement shall terminate without liability on the part of
any non-defaulting Underwriter, the Company or the Selling Shareholders. In any
such case either the Managers or the Company shall have the right to postpone
the Closing Date, but in no event for longer than seven days, in order that the
required changes, if any, in the Registration Statement, in the Time of Sale
Prospectus, in the Prospectus or in any other documents or arrangements may be
effected. If, on an Option Closing Date, any Underwriter or Underwriters shall
fail or refuse to purchase Additional ADSs and the aggregate number of
Additional ADSs with respect to which such default occurs is more than one-tenth
of the aggregate number of Additional ADSs to be purchased on such Option
Closing Date, the non-defaulting Underwriters shall have the option to (i)
terminate their obligation hereunder to purchase the Additional ADSs to be sold
on such Option Closing Date or (ii) purchase not less than the number of
Additional ADSs that such non-defaulting Underwriters would have been obligated
to purchase in the absence of such default. Any action taken under this
paragraph shall not relieve any defaulting Underwriter from liability in respect
of any default of such Underwriter under this Agreement.

                                       40



     If this Agreement shall be terminated by the Underwriters, or any of them,
because of any failure or refusal on the part of any Seller to comply with the
terms or to fulfill any of the conditions of this Agreement, or if for any
reason any Seller shall be unable to perform its obligations under this
Agreement, the Sellers will reimburse the Underwriters or such Underwriters as
have so terminated this Agreement with respect to themselves, severally, for all
out-of-pocket expenses (including the fees and disbursements of their counsel)
reasonably incurred by such Underwriters in connection with this Agreement or
the offering contemplated hereunder.

11. Submission to Jurisdiction; Appointment of Agent for Service. (a) The
Company and each of the Selling Shareholders irrevocably submit to the
non-exclusive jurisdiction of any New York State or United States federal court
sitting in The City of New York over any suit, action or proceeding arising out
of or relating to the obligations of the Company under this Agreement, the Time
of Sale Prospectus, the Prospectus, the Registration Statement, the ADR
Registration Statement or the offering of the ADSs. The Company and each of the
Selling Shareholders irrevocably waive, to the fullest extent permitted by law,
any objection which it may now or hereafter have to the laying of venue of any
such suit, action or proceeding brought in such a court and any claim that any
such suit, action or proceeding brought in such a court has been brought in an
inconvenient forum. To the extent that the Company or any of the Selling
Shareholders has or hereafter may acquire any immunity (on the grounds of
sovereignty or otherwise) from the jurisdiction of any court or from any legal
process with respect to itself or its property, the Company and each of the
Selling Shareholders irrevocably waive, to the fullest extent permitted by law,
such immunity in respect of any such suit, action or proceeding.

     (b) The Company hereby irrevocably appoints WNS North America Inc., with
offices at 420 Lexington Avenue, Suite 2515, New York, NY 10170, USA; each of
the Selling Shareholders (other than the Warburg Entities and British Airways)
hereby irrevocably appoints WNS North America Inc., with offices at 420
Lexington Avenue, Suite 2515, New York, NY 10170, USA; the Warburg Entities
hereby irrevocably appoint _______, with offices at ___________; and British
Airways hereby irrevocably appoints James Bernard Blaney, Senior Counsel
Americas, British Airways plc, with offices at Bulova Centre, 75-20 Astoria
Boulevard, Jackson Heights, New York 11370, USA, as its agent for service of
process in any suit, action or proceeding described in the preceding paragraph
and agrees that service of process in any such suit, action or proceeding may be
made upon it at the office of such agent. The Company and each of the Selling
Shareholders waive, to the fullest extent permitted by law, any other
requirements of or objections to personal jurisdiction with respect thereto. The
Company and each of the Selling Shareholders represent and warrant that such
agent has agreed to act as the Company's agent and the Selling Shareholders'
agent for service of process, respectively, and the Company and each of the
Selling Shareholders agree to take any and all action, including the

                                       41



filing of any and all documents and instruments, that may be necessary to
continue such appointments in full force and effect.

12. Judgment Currency. If for the purposes of obtaining judgment in any court it
is necessary to convert a sum due hereunder into any currency other than United
States dollars, the parties hereto agree, to the fullest extent permitted by
law, that the rate of exchange used shall be the rate at which in accordance
with normal banking procedures the Underwriters could purchase United States
dollars with such other currency in The City of New York on the business day
preceding that on which final judgment is given. The obligation of each Seller
with respect to any sum due from it to any Underwriter or any person controlling
any Underwriter shall, notwithstanding any judgment in a currency other than
United States dollars, not be discharged until the first business day following
receipt by such Underwriter or controlling person of any sum in such other
currency, and only to the extent that such Underwriter or controlling person may
in accordance with normal banking procedures purchase United States dollars with
such other currency. If the United States dollars so purchased are less than the
sum originally due to such Underwriter or controlling person hereunder, such
Seller agrees as a separate obligation and notwithstanding any such judgment, to
indemnify such Underwriter or controlling person against such loss. If the
United States dollars so purchased are greater than the sum originally due to
such Underwriter or controlling person hereunder, such Underwriter or
controlling person agrees to pay to such Seller an amount equal to the excess of
the dollars so purchased over the sum originally due to such Underwriter or
controlling person hereunder.

13. Foreign Taxes. All payments made by the Sellers under this Agreement, if
any, will be made without withholding or deduction for or on account of any
present or future taxes, duties, assessments or governmental charges of whatever
nature (excluding income taxes and franchise taxes that may be payable by the
Underwriters) imposed or levied by or on behalf of Jersey, India, Mauritius or
Sri Lanka or any political subdivision or any taxing authority thereof or
therein unless the Company or any of the Selling Shareholders is or becomes
required by law to withhold or deduct such taxes, duties, assessments or other
governmental charges. In such event, the Company or the relevant Selling
Shareholder, as applicable, will pay such additional amounts as will result,
after such withholding or deduction, in the receipt by each Underwriter and each
person controlling any Underwriter, as the case may be, of the amounts that
would otherwise have been receivable in respect thereof if such taxes, duties,
assessments or governmental charges had not been imposed, except to the extent
such taxes, duties, assessments or other governmental charges are imposed or
levied by reason of such Underwriter's or controlling person's (i) being
connected with Jersey, India, Mauritius or Sri Lanka other than by reason of its
being an Underwriter or a person controlling any Underwriter under this
Agreement or (ii) failure to comply with any reasonable certification,
identification or other reporting requirements concerning the nationality,
residence or identity of the Underwriter or person

                                       42



controlling the Underwriter, as applicable, if such compliance is required as a
precondition to exemption from, or reduction in the rate of, deduction or
withholding of such taxes, provided that such compliance would not be
unreasonably burdensome or onerous in the reasonable judgment of the relevant
Underwriter or the person controlling such Underwriter.

14. Entire Agreement. (a) This Agreement, together with any contemporaneous
written agreements and any prior written agreements (to the extent not
superseded by this Agreement) that relate to the offering of the ADSs,
represents the entire agreement between the Company and the Selling
Shareholders, on the one hand, and the Underwriters, on the other, with respect
to the preparation of any preliminary prospectus, the Time of Sale Prospectus,
the Prospectus, the conduct of the offering, and the purchase and sale of the
ADSs.

     (b) The Company and the Selling Shareholders acknowledge that in connection
with the offering of the ADSs: (i) the Underwriters have acted at arm's length,
are not agents of, and owe no fiduciary duties to, the Company, the Selling
Shareholders or any other person, (ii) the Underwriters owe the Company and the
Selling Shareholders only those duties and obligations set forth in this
Agreement and prior written agreements (to the extent not superseded by this
Agreement), if any, and (iii) the Underwriters may have interests that differ
from those of the Company or the Selling Shareholders. The Company and each of
the Selling Shareholders waive to the full extent permitted by applicable law
any claims they may have against the Underwriters arising from an alleged breach
of fiduciary duty in connection with the offering of the ADSs.

15. Counterparts. This Agreement may be signed in two or more counterparts, each
of which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.

16. Applicable Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York.

17. Headings. The headings of the sections of this Agreement have been inserted
for convenience of reference only and shall not be deemed a part of this
Agreement.

18. Notices. All communications hereunder shall be in writing and effective only
upon receipt and if to the Underwriters shall be delivered, mailed or sent to
the Managers at:

               Morgan Stanley & Co. International Limited
               25 Cabot Square
               Canary Wharf, London
               E14 4QA, United Kingdom

                                       43



               Deutsche Bank Securities Inc.
               60 Wall Street
               New York, NY 10005, USA

               Merrill Lynch, Pierce, Fenner & Smith Incorporated
               4 World Financial Center, North Tower
               New York, NY 10080, USA;

               and if to the Company shall be delivered, mailed or sent to:

               WNS (Holdings) Limited
               Gate 4, Godrej & Boyce Complex
               Pirojshanagar, Vikhroli(W)
               Mumbai 400 079, India;

               and if to any of the Warburg Entities shall be delivered, mailed
or sent to:

               [Warburg Pincus
               466 Lexington Avenue
               New York, New York 10017
               United States of America]

               and if to British Airways shall be delivered, mailed or sent to:

               British Airways plc
               Waterside P.O. Box 365
               Harmondsworth, Middlesex
               UB7 0GB
               United Kingdom

               and if to the Selling Shareholders (other than the Warburg
Entities and British Airways), shall be delivered, mailed or sent to Vikas
Gupta, as attorney-in-fact on behalf of the Selling Shareholders (other than the
Warburg Entities and British Airways), at:

               Mr. Vikas Gupta, General Counsel
               WNS (Holdings) Limited
               Gate 4, Godrej & Boyce Complex
               Pirojshanagar, Vikhroli(W)
               Mumbai 400 079, India.


                            [signature page follows]

                                       44



                                               Very truly yours,

                                               WNS (HOLDINGS) LIMITED


                                               By:
                                                   -----------------------------
                                                   Name:
                                                   Title:

                                               WARBURG PINCUS PRIVATE
                                                   EQUITY VIII, L.P.,
                                               WARBURG PINCUS
                                                   INTERNATIONAL PARTNERS, L.P.
                                                   AND
                                               WARBURG, PINCUS NETHERLANDS
                                                   INTERNATIONAL PARTNERS I, CV.

                                               By: WARBURG PINCUS PARTNERS
                                                        LLC, as General Partner

                                               By: WARBURG, PINCUS & CO., as
                                                        Managing Member


                                               By:
                                                  ------------------------------
                                                  Name:
                                                  Title:

                                               BRITISH AIRWAYS PLC


                                               By:
                                                   -----------------------------
                                                   Name:
                                                   Title:

                                       45



                                             THE SELLERS named in Schedule I
                                               hereto (excluding WNS (Holdings)
                                               Limited, the Warburg Entities and
                                               British Airways) and THEODORE
                                               AGNEW, acting severally


                                             By:
                                                 -----------------------------
                                                 Name:
                                                 Title: Attorney-in-fact
                                                        [address]

                                       46



Accepted as of the date hereof.


Morgan Stanley & Co. International Limited
Deutsche Bank Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith
           Incorporated

Acting severally on behalf of themselves and
   the several Underwriters named in
   Schedule II hereto.


By: Morgan Stanley & Co. International
             Limited


By:
    -----------------------------------------
    Name:
    Title:


By: Deutsche Bank Securities Inc.


By:
    -----------------------------------------
    Name:
    Title:


By: Merrill Lynch, Pierce, Fenner & Smith
                Incorporated


By:
    -----------------------------------------
    Name:
    Title:

                                       47


                                                                      SCHEDULE I




                                                                           NUMBER OF
                                                            NUMBER OF      ADDITIONAL
                                                            FIRM ADSs      ADSs TO BE
                         SELLER                            TO BE SOLD        SOLD
                         ------                            ----------      ----------
                                                                     
WNS (Holdings) Limited ..................................    4,473,684             --
Warburg Pincus Private Equity VIII, L.P. ................           --        745,000
Warburg Pincus International Partners, L.P. .............           --        715,200
Warburg, Pincus Netherlands International Partners I, CV            --         29,800
British Airways plc .....................................    4,386,000             --
Bolton Agnew ............................................      215,183             --
The Trust ...............................................    1,075,925             --
Amit Gujral .............................................           --         10,000
Neeraj Bhargava .........................................           --         32,000
Ajay Ratanlal Bohora ....................................       50,000             --
Nicola Casado ...........................................        9,333             --
David Tibble ............................................       88,182             --
Vivek Shivpuri ..........................................           --         14,000
J.J. Selvadurai .........................................           --         15,000
John Walker .............................................      130,401             --
                                                            ----------      ---------
       Total: ...........................................   10,428,708      1,561,000
                                                            ==========      =========


                                      I-1



                                                                     SCHEDULE II




                                                                  NUMBER OF FIRM ADSs
                           UNDERWRITER                              TO BE PURCHASED
                           -----------                            -------------------
                                                               
Morgan Stanley & Co. International Limited ....................
Deutsche Bank Securities Inc. .................................
Merrill Lynch, Pierce, Fenner & Smith Incorporated ............
Citigroup Global Markets Inc. .................................
UBS Securities LLC ............................................
                                                                      ----------
        Total: ................................................       10,428,708
                                                                      ==========


                                      II-1



                                                                    SCHEDULE III

                             TIME OF SALE PROSPECTUS

A.   Preliminary Prospectus issued July 3, 2006

B.   [identify all free writing prospectuses filed by the Company under Rule
     433(d) of the Securities Act]

                                      III-1



                                                                     SCHEDULE IV

            LIST OF PERSONS AND ENTITIES SUBJECT TO LOCK-UP AGREEMENT



                                                                      Number of
Directors                                                               Shares
- ---------                                                             ---------
                                                                   
Ramesh Shah                                                              150,000
Zubin Dubash                                                                  --
Pulak Prasad                                                                  --
Nitin Sibal                                                                   --
Miriam Strouse                                                                --
Jeremy Young                                                                  --
Guy Sochovsky                                                                 --
Timothy Hammond                                                               --
Eric B. Herr                                                                  --
Deepak S. Parekh                                                              --





                                                                       Number of
Executive Officers                                                       Shares
- ------------------                                                     ---------
                                                                    
Anup Gupta                                                                    --
Edwin Donald Harrell                                                      75,000





                                                                       Number of
Employee Shareholders                                                   Shares
- ---------------------                                                  ---------
                                                                    
Tim Rankin                                                                33,333
Bernard Donoghue                                                         133,332
Arvind Srivastava                                                        314,696
Francesco Paola                                                           90,606
Steve Naylor                                                              16,666
Michael Killoury                                                          16,666
Tahir Adam                                                                48,000
Steve Dunning                                                            400,000
Ian Murray                                                                 4,666
Maria Christmas                                                           14,000
Karen Anderson                                                            14,000
Keith Charles Harvey                                                      14,000
Janhvi Hansraj Vyas                                                          666
Mahesh Joshi                                                                 667
Geeta Poojari                                                              3,700
Sandhya Kopikar                                                            3,000
Mark Egolton                                                               1,666
Lyndon Rodrigues                                                         191,666


                                      IV-1






                                                                       Number of
Other Shareholders                                                      Shares
- ---------------------                                                  ---------
                                                                    
First Magnus Consulting LLC & First Magnus Financial Corporation       1,216,641
[T. Agnew Foundation]                                                    [     ]
Bolton Trust                                                             [     ]
[Shah Trust]                                                             [     ]
[Bhargava Trust]                                                         [     ]


                                      IV-2



                                                                       EXHIBIT A

                           [FORM OF LOCK-UP LETTER A]



                                        _____________, 2006


Morgan Stanley & Co. International Limited
25 Cabot Square, Canary Wharf
London E14 4QA
United Kingdom


Deutsche Bank Securities Inc.
60 Wall Street
New York, NY 10005
USA


Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 World Financial Center, North Tower
New York, NY 10080
USA


Ladies and Gentlemen:

     The undersigned understands that Morgan Stanley & Co. International Limited
("MORGAN STANLEY"), Deutsche Bank Securities Inc. and Merrill Lynch, Pierce,
Fenner & Smith Incorporated (the "MANAGERS") propose to enter into an
Underwriting Agreement (the "UNDERWRITING AGREEMENT") with WNS (Holdings)
Limited, a company incorporated in Jersey, Channel Islands (the "COMPANY"),
providing for the U.S. public offering (the "PUBLIC OFFERING") by the several
Underwriters, including the Managers (the "UNDERWRITERS"), of American
Depositary Shares of the Company (the "AMERICAN DEPOSITARY SHARES"), each
representing one ordinary share, par value 10 Jersey pence per share, of the
Company (the "ORDINARY SHARES").

     To induce the Underwriters that may participate in the Public Offering to
continue their efforts in connection with the Public Offering, the undersigned
hereby agrees that, without the prior written consent of Morgan Stanley on
behalf of the Underwriters, it will not, during the period commencing on the
date hereof and ending 180 days after the date of the final prospectus relating
to the Public Offering (the "PROSPECTUS"), (1) offer, pledge, sell, contract to
sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase, lend, or otherwise
transfer or dispose of,

                                      A-1



directly or indirectly, any Ordinary Shares or any securities convertible into
or exercisable or exchangeable for Ordinary Shares, (2) enter into any swap or
other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of the Ordinary Shares, whether any such
transaction described in clause (1) or (2) above is to be settled by delivery of
Ordinary Shares or such other securities, in cash or otherwise or (3) file any
registration statement with the Commission relating to the offering of any
American Depositary Shares, Ordinary Shares or any securities convertible into
or exercisable or exchangeable for Ordinary Shares. The foregoing sentence shall
not apply to transactions relating to (a) Ordinary Shares, American Depositary
Shares or other securities acquired in open market transactions after the
completion of the Public Offering, provided that no filing under Section 16(a)
of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), shall
be required or shall be voluntarily made in connection with subsequent sales of
American Depositary Shares, Ordinary Shares or other securities acquired in such
open market transactions, (b) transfers of Ordinary Shares or any security
convertible into Ordinary Shares as a bona fide gift or (c) distributions of
Ordinary Shares or any security convertible into Ordinary Shares to limited
partners or stockholders of the undersigned; provided that in the case of any
transfer or distribution pursuant to clause (b) or (c), (i) each donee or
distributee shall sign and deliver a lock-up letter substantially in the form of
this letter and (ii) no filing under Section 16(a) of the Exchange Act,
reporting a reduction in beneficial ownership of Ordinary Shares, shall be
required or shall be voluntarily made during the 180-day restricted period.
Notwithstanding the foregoing, the undersigned shall not be prohibited from
entering into a written sales plan designed to comply with Rule 10b5-1(c) under
the Exchange Act, so long as such plan does not allow for any sales thereunder
to be made until the expiration or termination of the restrictions set forth in
this letter. In addition, the undersigned agrees that, without the prior written
consent of Morgan Stanley on behalf of the Underwriters, it will not, during the
period commencing on the date hereof and ending 180 days after the date of the
Prospectus, make any demand for, or exercise any right with respect to, the
registration of any American Depositary Shares or Ordinary Shares or any
security convertible into or exercisable or exchangeable for American Depositary
Shares or Ordinary Shares. The undersigned also agrees and consents to the entry
of stop transfer instructions with the Company's transfer agent and registrar
against the transfer of the undersigned's Ordinary Shares except in compliance
with the foregoing restrictions.

     Notwithstanding the foregoing, if:

     (1) during the last 17 days of the 180-day restricted period the Company
issues an earnings release or material news or a material event relating to the
Company occurs; or

                                      A-2



     (2) prior to the expiration of the 180-day restricted period, the Company
announces that it will release earnings results during the 16-day period
beginning on the last day of the 180-day restricted period;

the restrictions imposed by this agreement shall continue to apply until the
expiration of the 18-day period beginning on the issuance of the earnings
release or the occurrence of the material news or material event; provided that
in the case of clause (2) above, if no earnings results are released during the
16-day period, the 180-day restricted period will terminate on the last day of
the 16-day period.

     The undersigned shall not engage in any transaction that may be restricted
by this agreement during the 34-day period beginning on the last day of the
initial restricted period unless the undersigned requests and receives prior
written confirmation from the Company or Morgan Stanley that the restrictions
imposed by this agreement have expired.

     The undersigned understands that the Company and the Underwriters are
relying upon this agreement in proceeding toward consummation of the Public
Offering. The undersigned further understands that this agreement is irrevocable
and shall be binding upon the undersigned's heirs, legal representatives,
successors and assigns.

     Whether or not the Public Offering actually occurs depends on a number of
factors, including market conditions. Any Public Offering will only be made
pursuant to an Underwriting Agreement, the terms of which are subject to
negotiation between the Company and the Underwriters.


                                                     Very truly yours,




                                                     ---------------------------
                                                     (Name)


                                                     ---------------------------
                                                     (Address)

                                      A-3



                                                                       EXHIBIT B

                           [FORM OF LOCK-UP LETTER B]



                                       _____________, 2006


Morgan Stanley & Co. International Limited
25 Cabot Square, Canary Wharf
London E14 4QA
United Kingdom


Deutsche Bank Securities Inc.
60 Wall Street
New York, NY 10005
USA


Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 World Financial Center, North Tower
New York, NY 10080
USA


Ladies and Gentlemen:

     The undersigned understands that Morgan Stanley & Co. International Limited
("MORGAN STANLEY"), Deutsche Bank Securities Inc. and Merrill Lynch, Pierce,
Fenner & Smith Incorporated (the "MANAGERS") propose to enter into an
Underwriting Agreement (the "UNDERWRITING AGREEMENT") with WNS (Holdings)
Limited, a company incorporated in Jersey, Channel Islands (the "COMPANY"),
providing for the U.S. public offering (the "PUBLIC OFFERING") by the several
Underwriters, including the Managers (the "UNDERWRITERS"), of American
Depositary Shares of the Company (the "AMERICAN DEPOSITARY SHARES"), each
representing one ordinary share, par value 10 Jersey pence per share, of the
Company (the "ORDINARY SHARES").

     To induce the Underwriters that may participate in the Public Offering to
continue their efforts in connection with the Public Offering, the undersigned
hereby agrees that, without the prior written consent of Morgan Stanley on
behalf of the Underwriters, it will not, during the period commencing on the
date hereof and ending 180 days after the date of the final prospectus relating
to the Public Offering (the "PROSPECTUS"), (1) offer, pledge, sell, contract to
sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase, lend, or otherwise
transfer or dispose of, directly or indirectly, any Ordinary Shares or any
securities convertible into or exercisable or exchangeable for Ordinary Shares,
(2) enter into any swap or other arrangement that transfers to another, in whole
or in part, any of the economic consequences of ownership of the Ordinary
Shares, whether any such transaction described in clause (1) or (2) above is to
be settled by delivery of Ordinary Shares or such other

                                      B-1



securities, in cash or otherwise or (3) file any registration statement with the
Commission relating to the offering of any American Depositary Shares, Ordinary
Shares or any securities convertible into or exercisable or exchangeable for
Ordinary Shares. The foregoing sentence shall not apply to transactions relating
to (a) Ordinary Shares, American Depositary Shares or other securities acquired
in open market transactions after the completion of the Public Offering,
provided that no filing under Section 16(a) of the Securities Exchange Act of
1934, as amended (the "EXCHANGE ACT"), shall be required or shall be voluntarily
made in connection with subsequent sales of American Depositary Shares, Ordinary
Shares or other securities acquired in such open market transactions, (b)
transfers of Ordinary Shares or any security convertible into Ordinary Shares as
a bona fide gift, (c) transfers of Ordinary Shares or any security convertible
into Ordinary Shares, either during the undersigned's lifetime or on death by
will or intestacy to the undersigned's immediate family or to a trust the
beneficiaries of which are exclusively the undersigned and/or a member or
members of the undersigned's immediate family (provided that any such transfer
shall not be a sale) or (d) distributions of Ordinary Shares or any security
convertible into Ordinary Shares to limited partners or stockholders of the
undersigned; provided that in the case of any transfer or distribution pursuant
to clause (b), (c) or (d), (i) each donee, transferee or distributee shall sign
and deliver a lock-up letter substantially in the form of this letter and (ii)
no filing under Section 16(a) of the Exchange Act, reporting a reduction in
beneficial ownership of Ordinary Shares, shall be required or shall be
voluntarily made during the 180-day restricted period. For purposes of clause
(c), the term "immediate family" shall mean spouse, domestic partner, child,
lineal descendant or antecedent, father, mother, brother or sister and the
lineal descendants of such individuals. Notwithstanding the foregoing, the
undersigned shall not be prohibited from entering into a written sales plan
designed to comply with Rule 10b5-1(c) under the Exchange Act, so long as such
plan does not allow for any sales thereunder to be made until the expiration or
termination of the restrictions set forth in this letter. In addition, the
undersigned agrees that, without the prior written consent of Morgan Stanley on
behalf of the Underwriters, it will not, during the period commencing on the
date hereof and ending 180 days after the date of the Prospectus, make any
demand for, or exercise any right with respect to, the registration of any
American Depositary Shares or Ordinary Shares or any security convertible into
or exercisable or exchangeable for American Depositary Shares or Ordinary
Shares. The undersigned also agrees and consents to the entry of stop transfer
instructions with the Company's transfer agent and registrar against the
transfer of the undersigned's Ordinary Shares except in compliance with the
foregoing restrictions.

     Notwithstanding the foregoing, if:

     (1) during the last 17 days of the 180-day restricted period the Company
issues an earnings release or material news or a material event relating to the
Company occurs; or

     (2) prior to the expiration of the 180-day restricted period, the Company
announces that it will release earnings results during the 16-day period
beginning on the last day of the 180-day restricted period;

the restrictions imposed by this agreement shall continue to apply until the
expiration of the 18-day period beginning on the issuance of the earnings
release or the occurrence of the material news or material event; provided that
in the case of clause (2) above, if no earnings results are

                                      B-2



released during the 16-day period, the 180-day restricted period will terminate
on the last day of the 16-day period.

     The undersigned shall not engage in any transaction that may be restricted
by this agreement during the 34-day period beginning on the last day of the
initial restricted period unless the undersigned requests and receives prior
written confirmation from the Company or Morgan Stanley that the restrictions
imposed by this agreement have expired.

     The undersigned understands that the Company and the Underwriters are
relying upon this agreement in proceeding toward consummation of the Public
Offering. The undersigned further understands that this agreement is irrevocable
and shall be binding upon the undersigned's heirs, legal representatives,
successors and assigns.

     Whether or not the Public Offering actually occurs depends on a number of
factors, including market conditions. Any Public Offering will only be made
pursuant to an Underwriting Agreement, the terms of which are subject to
negotiation between the Company and the Underwriters.


                                                     Very truly yours,




                                                     ---------------------------
                                                     (Name)


                                                     ---------------------------
                                                     (Address)

                                       B-3

                                                                     EXHIBIT C-1


                    [FORM OF OPINION OF LATHAM & WATKINS LLP]


                                      C-1

                                                                     EXHIBIT C-2


                 [FORM OF TAX OPINION OF LATHAM & WATKINS LLP]


                                      C-2

                                                                     EXHIBIT C-3


           [FORM OF NEGATIVE ASSURANCE LETTER OF LATHAM & WATKINS LLP]


                                      C-3

                                                                       EXHIBIT D


                          [FORM OF OPINION OF MOURANT]


                                       D-1

                                                                       EXHIBIT E


                         [FORM OF OPINION OF AMARCHAND]


                                      E-1

                                                                       EXHIBIT F


                     [FORM OF OPINION OF ETUDE GILBERT NOEL]


                                       F-1

                                                                       EXHIBIT G


                      [FORM OF OPINION OF SLAUGHTER & MAY]


                                      G-1

                                                                       EXHIBIT H


                          [FORM OF OPINION OF SIMCOCKS]


                                      H-1

                                                                       EXHIBIT I


                      [FORM OF OPINION OF WHITE & CASE LLP]


                                      I-1

                                                                    Exhibit 23.3


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated May 24, 2006, in Amendment No. 1 to the Registration
Statement (Form F-1 No. 333-135590) and related Prospectus of WNS (Holdings)
Limited dated July 20, 2006.




                                                       Ernst & Young



Mumbai, India
July 20, 2006

                                                                    Exhibit 23.4




                       CONSENT OF INDEPENDENT AUDITOR



We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated December 1, 2005 on the consolidated financial
statements of Trinity Partners Inc. as of and for the year ended March 31, 2005
included in Amendment No. 1 to the Registration Statement (Form F-1 No.
333-135590) and related Prospectus of WNS (Holdings) Limited dated July 20,
2006.




                                                       Ernst & Young



Mumbai, India
July 20, 2006