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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

Proposed maximum

Proposed maximum

Title of each class of

Amount to be

offering price

aggregate

Amount of

securities to be registered

registered(1)

per share(2)

offering price(2)

registration fee(4)

Ordinary shares, par value 10 pence per share, each represented by one American Depositary Share(3)

12,763,708

$20.00

$255,274,160

$27,314

(1)	Includes (i) ordinary shares represented by American Depositary Shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the securities are first bona fide offered to the public and (ii) additional ordinary shares represented by American Depositary Shares which may be purchased by the underwriters at their option to cover over-allotments, if any. The ordinary shares are not being registered for the purpose of sales outside the United States.
(2)	Estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o).
(3)	American Depositary Shares evidenced by American Depositary Receipts issuable upon deposit of the ordinary shares registered hereby are being registered pursuant to a separate Registration Statement on Form F-6 (333-135859).
(4)	Registrant previously paid a registration fee of $25,658 in connection with the registration statement on Form F-1 (333-135590) filed with the Commission on July 3, 2006.

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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
Ex-5.1 Opinion of Mourant du Feu & Jeune.
Ex-8.2 Opinion of Latham & Watkins LLP as to certain US tax matters.
Ex-23.3 Consent of Ernst & Young, registered public accounting firm with respect to WNS (Holdings) Limited.
Ex-23.4 Consent of Ernst & Young, independent auditors with respect to Trinity Partners Inc.
Ex-23.5 Consent of Amarchand & Mangaldas & Suresh A. Shroff & Co.

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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 537,000 ordinary shares issuable upon the exercise of options to be granted effective upon the pricing of this offering (of which 320,000 are to be issued to certain of our directors and executive officers and 217,000 are to be issued to other employees) and 224,750 restricted share units to be issued effective upon the pricing of this offering (of which 160,000 are to be issued to certain of our directors and executive officers and 64,750 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 pricing 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	%			5,160,000				5,160,000				—				—				—				—
	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)				233,333				0.66	%			—				—				233,333				0.58	%			233,333				0.58	%
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)				24,974,827				69.63	%			88,182				1,625,182				24,886,645				62.52	%			23,349,645				58.61	%
Employees(11)
Employees (excluding our directors and executive officers)				3,495,469				9.52	%			130,401				169,401				3,365,068				8.45	%			3,326,068				8.34	%
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	%			5,160,000				5,160,000				—				—				—				—
	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				—				—				—				—
	8, Vellyview Drive
	Rushmere, St. Andrew
	Ipswich, Suffolk
	IP4 5UW
	UK
Ajay Ratanlal Bohora				50,000				0.14	%			50,000				50,000				—				—				—				—
	Bohora Park
	Gangapur Road
	Nashik 422002
	India
Nicola Casado				9,333				0.03	%			9,333				9,333				—				—				—				—
	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 pricing of this offering.
(4)	All of the 233,333 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 64,750 restricted share units to be issued to our employees effective upon the pricing 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			11,202,708

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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

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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

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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

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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

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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

F-34

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Table of Contents

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

F-35

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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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Table of Contents

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

F-37

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Table of Contents

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

F-38

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Table of Contents

	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

F-39

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Table of Contents

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	)

F-40

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Table of Contents

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

F-41

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Table of Contents

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

F-42

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Table of Contents

							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

F-43

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11.	SUBSEQUENT EVENT

F-44

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Table of Contents

			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

F-45

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Table of Contents

			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	)

F-46

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Table of Contents

			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

F-48

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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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Table of Contents

Morgan Stanley		Deutsche Bank Securities		Merrill Lynch & Co.

Citigroup		UBS Investment Bank

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Table of Contents

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

II-2

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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

II-3

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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

II-5

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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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Table of Contents

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 5.1


                             Mourant du Feu & Jeune

                                   P O Box 87
                              22 Grenville Street
                                   St Helier
                                 Jersey JE4 8PX
                                Channel Islands

                             T +44 (0) 1534 609 000
                             F +44 (0) 1534 609 333
                                www.mourant.com


WNS (Holdings) Limited
22 Grenville Street
St Helier
Jersey JE4 8PX

25 July 2006

Our ref: 2021263\RAINJ\MdFJ\377630\11

Gentlemen,

         RE: WNS (HOLDINGS) LIMITED
             REGISTRATION STATEMENT ON FORM F-1



We have acted as your counsel in connection with the registration, offering and
sale under the Securities Act of 1933, as amended, of up to 12,763,708 equity
shares (including up to 1,561,000 equity shares that the underwriters have the
option to purchase to cover over allotments, if any), par value 10 pence per
share (the "Shares") of WNS (Holdings) Limited, a company with limited liability
incorporated under the laws of Jersey, Channel Island (the "Company"). Of the
12,763,708 Shares the subject of the offer and sale, up to 4,473,684 Shares (the
"Primary Shares") are being offered by the Company and up to 8,290,024 Shares
(the "Selling Shareholder Shares") are being offered by the selling shareholders
identified as such in the Registration Statement (as defined below). Each of the
Shares being so registered is represented by one (1) American Depositary Share.



We have examined the registration statement on Form F-1 Amendment No. 2 (the
"Registration Statement") to be filed by you with the United States Securities
and Exchange Commission on 25 July 2006 for the purpose of registering the
Shares. The Shares are to be sold to the underwriters for resale to the public
in a form evidenced by American Depositary Receipts, to be issued by the
Depositary, all as described and defined in the Registration Statement and
pursuant to the underwriting agreement filed as an exhibit thereto (the
"Underwriting Agreement").


DOCUMENTS EXAMINED

In connection with the sale of Shares pursuant to the Registration Statement, we
have examined such corporate records and documents and such questions of Jersey
law as we have deemed necessary as a basis for the opinions hereinafter
expressed. In particular we have examined copies of the following in the form
delivered to us by the Company:

- -    minutes of board and/or committee meetings of the Company whereby the
     directors or the committee (as the case may be) resolved, inter alia, that
     the Company allot and issue the Primary Shares, to ratify and confirm the
     issue of the Selling Shareholder Shares and to approve the entry into the
     Underwriting Agreement;

- -    the memorandum and articles of association of the Company which are to come
     into effect immediately prior to the sale and issue of the Shares as
     confirmed to us by a director of the Company;

- -    the memorandum and articles of association of the Company confirmed by a
     director of the Company to us to be currently in force; and

- -    the register of members of the Company confirmed by a director of the
     Company to us to be accurate and complete as at the date hereof and to show
     all current and past members of the Company.

ASSUMPTIONS / RELIANCE ON DIRECTORS

In all such examinations and in giving the opinion expressed herein, we have
assumed the genuineness of all signatures, the authenticity, completeness and
accuracy of all documents, certificates and instruments submitted to us and the
conformity with originals of all documents submitted to us as copies.


We have also assumed that the Company is not insolvent or unable to pay its
debts as they fall due and will not become insolvent or unable to pay its debts
as they fall due as a result of its entry into the transactions pursuant to or
contemplated by the Underwriting Agreement including, without limitation, the
issue of the Primary Shares. We have further assumed that the Company took no
action (directly or indirectly) to assist any shareholder in its acquisition of
any Selling Shareholder Shares and that the Selling Shareholder Shares were
issued on arm's length commercial terms.

In giving the opinions as to Jersey law expressed herein, we have also
considered certain matters of fact. With your consent, we have relied upon
certificates and other assurances of directors of the Company and others as to
such matters of fact, without having independently verified such factual
matters.

OPINIONS

Strictly limited to Jersey law, it is our opinion that (i) the Primary Shares to
be sold pursuant to the Underwriting Agreement have been duly authorized and
when issued in accordance with the Underwriting Agreement and upon receipt by
the Company of the full consideration payable for the Primary Shares and upon
entry of the name of Deutsche Bank Trust Company Americas or its nominee in the
Company's register of members, will have been validly issued, and will be fully
paid and non-assessable and (ii) the Selling Shareholder Shares are duly
authorized, are validly issued, fully paid and non-assessable. By
"non-assessable" we mean that no further sums shall be payable by a shareholder
in respect of the purchase of a Share.

We hereby confirm to you that subject to the assumptions and limitations set
forth therein, the statements set forth under the caption "Taxation-Jersey Tax
Consequences" in the prospectus included in the Registration Statement
constitute our opinion with respect to the Jersey income tax consequences of the
acquisition, ownership and disposition of the Shares and the American Depositary
Shares representing such Shares.

CONSENT

We consent to the reference to our name under the captions "Legal Matters" and
"Enforcement of Civil Liabilities" in the prospectus included as a part of the
Registration Statement and any amendments thereto and to the filing of this
opinion as an exhibit to the Registration Statement. In giving such consent, we
do not thereby admit that we come within the category of persons whose consent
is required under the provisions of the rules and regulations of the Securities
and Exchange Commission.

JERSEY LAW

This opinion is limited to matters of and is interpreted in accordance with
Jersey law as at the date hereof and we express no opinion with respect to the
laws of any other jurisdiction.


Yours faithfully

/s/ Mourant du Feu & Jeune

MOURANT DU FEU & JEUNE

                                                                     Exhibit 8.2



                                        53rd at Third
                                        885 Third Avenue
                                        New York, New York 10022-4834
                                        Tel: (212) 906-1200  Fax: (212) 751-4864
LATHAM & WATKINS LLP                    www.lw.com


                                        FIRM / AFFILIATE OFFICES
                                        Brussels      New York
                                        Chicago       Northern Virginia
                                        Frankfurt     Orange County
July 25, 2006                           Hamburg       Paris
                                        Hong Kong     San Diego
                                        London        San Francisco
                                        Los Angeles   Shanghai
                                        Milan         Silicon Valley
                                        Moscow        Singapore
                                        Munich        Tokyo
                                        New Jersey    Washington, D.C.



WNS (Holdings) Limited
22 Grenville Street
St Helier,
Jersey JE4 8PX
Channel Islands

     RE:  WNS (HOLDINGS) LIMITED
          REGISTRATION STATEMENT ON FORM F-1

Ladies and Gentlemen:


     We have acted as special U.S. counsel to WNS (Holdings) Limited, a company
with limited liability incorporated under the laws of Jersey, Channel Islands
(the "Company"), in connection with the proposed public offering of up to
12,763,708 American Depositary Shares ("ADSs"), each representing one ordinary
share, par value 10 pence per share ("Ordinary Shares"), of the Company,
pursuant to a registration statement on Form F-1 Amendment No. 2 under the
Securities Act of 1933, as amended (the "Act"), filed with the Securities and
Exchange Commission (the "Commission") on July 25, 2006, as amended to date (the
"Registration Statement"), you have requested our opinion concerning the
statements in the Registration Statement under the caption "Taxation--US Federal
Income Taxation."


     The facts, as we understand them, and upon which with your permission we
rely in rendering the opinion herein, are set forth in the Registration
Statement.

     As such counsel, we have made such legal and factual examinations and
inquiries, including an examination of originals or copies certified or
otherwise identified to our satisfaction of such documents, corporate records
and other instruments as we have deemed necessary or appropriate for purposes of
this opinion. In our examination, we have assumed the authenticity of all
documents submitted to us as originals, the genuineness of all signatures
thereon, the legal capacity of natural persons executing such documents and the
conformity to authentic original documents of all documents submitted to us as
copies. For the purpose of our opinion, we have not made an independent
investigation, or audit of the facts set forth in the above-referenced
documents.


July 25, 2006


PAGE 2


     We are opining herein as to the effect on the subject transaction only of
the federal income tax laws of the United States and we express no opinion with
respect to the applicability thereto, or the effect thereon, of other federal
laws, the laws of any state or any other jurisdiction or as to any matters of
municipal law or the laws of any other local agencies within any state.

     Based on such facts and subject to the limitations set forth in the
Registration Statement, the statements of law or legal conclusions in the
Registration Statement under the caption "Taxation--US Federal Income Taxation"
constitute the opinion of Latham & Watkins LLP as to the material tax
consequences of an investment in the ADSs or Ordinary Shares.

     No opinion is expressed as to any matter not discussed herein.

     This opinion is rendered to you as of the date of this letter, and we
undertake no obligation to update this opinion subsequent to the date hereof.
This opinion is based on various statutory provisions, regulations promulgated
thereunder and interpretations thereof by the Internal Revenue Service and the
courts having jurisdiction over such matters, all of which are subject to change
either prospectively or retroactively. Also, any variation or difference in the
facts from those set forth in the Registration Statement may affect the
conclusions stated herein.

     This opinion is furnished to you, and is for your use in connection with
the transactions set forth in the Registration Statement. This opinion may not
be relied upon by you for any other purpose. However, this opinion may be relied
upon by persons entitled to rely on it pursuant to applicable provisions of
federal securities law.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the prospectus included in the Registration Statement. In giving
such consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Act, or the rules or
regulations of the Commission promulgated thereunder.


                                            Very truly yours,

                                            /s/ Latham & Watkins LLP

                                                                    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. 2 to the Registration
Statement (Form F-1 No. 333-135590) and related Prospectus of WNS (Holdings)
Limited dated July 25, 2006.




                                                       Ernst & Young



Mumbai, India
July 25, 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. 2 to the Registration Statement (Form F-1 No.
333-135590) and related Prospectus of WNS (Holdings) Limited dated July 25,
2006.




                                                       Ernst & Young



Mumbai, India
July 25, 2006

                                                                    Exhibit 23.5



                 Amarchand & Mangaldas & Suresh A. Shroff & Co.
                               Peninsula Chambers
                            Peninsula Corporate Park
                              Ganpatrao Kadam Marg
                                  Lower Parel
                                 Mumbai 400 013
                                     India



July 25, 2006


WNS (Holdings) Limited
22 Grenville Street
St Helier
Jersey JE4 8PX


          RE: WNS (HOLDINGS) LIMITED REGISTRATION STATEMENT ON FORM F-1

Gentlemen:


     We have acted as your counsel in connection with the registration, offering
and sale under the Securities Act of 1933, as amended, of up to 12,763,708
equity shares (including up to 1,561,000 equity shares that the underwriters
have the option to purchase to cover over allotments, if any), par value 10
pence per share (the "Shares") of WNS (Holdings) Limited, a company with limited
liability incorporated under the laws of Jersey, Channel Island (the "Company").
Each of the Shares being so registered is represented by one (1) American
Depositary Share. We have examined the registration statement on Form F-1
Amendment No. 2 (the "Registration Statement") filed by you with the United
States Securities and Exchange Commission on July 25, 2006 for the purpose of
registering the Shares as Indian counsel to the issuer and with respect to
certain matters governed under Indian law. The Shares are to be sold to the
underwriters for resale to the public in a form evidenced by American Depositary
Receipts, to be issued by the Depositary, all as described and defined in the
Registration Statement and pursuant to the underwriting agreement filed as an
exhibit thereto (the "Underwriting Agreement").


     We consent to the reference to our name under the captions "Legal Matters"
and "Enforcement of Civil Liabilities" in the prospectus included as a part of
the Registration Statement and any amendments thereto and to the use of this
opinion as an exhibit to the Registration Statement for matters relating to
Indian law.



                                            Yours faithfully,

                                            /s/ Amarchand & Mangaldas &
                                                 Suresh A. Shroff & Co.