Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

WNS (Holdings) Limited

(Exact name of registrant as specified in its charter)

Gate 4, Godrej & Boyce Complex

Pirojshanagar, Vikhroli (W)

Mumbai 400 079, India

(91-22) 4095-2100

(Address and telephone number of Principal Executive Office)

THIRD AMENDED AND RESTATED

WNS (HOLDINGS) LIMITED

2006 INCENTIVE AWARD PLAN

(Full title of the Plan)

WNS North America Inc.

15 Exchange Place

3rd Floor, Suite 310

Jersey City, NJ 07302, USA

(Name and Address of Agent For Service)

(201) 942 6254

(Telephone number, including area code, of agent for service)

Copy to:

Michael W. Sturrock, Esq.

Min Yee Ng, Esq.

Latham & Watkins LLP

9 Raffles Place #42-02

Republic Plaza

Singapore 048619

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

CALCULATION OF REGISTRATION FEE

Table of Contents

TABLE OF CONTENTS

2

Table of Contents

Part I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.              Plan Information.*

Item 2.              Registrant Information and Employee Plan Annual Information.*

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.              Incorporation of Documents by Reference.

The following documents, which have been filed with or furnished to the Securities and Exchange Commission (the “Commission”) by the Registrant are incorporated as of their respective dates in this Registration Statement by reference and made a part hereof:

(a)        The Registrant’s annual report on Form 20-F (File No. 001-32945) for the fiscal year ended March 31, 2013 filed on May 2, 2013;

(b)        The Registrant’s reports on Form 6-K (File No. 001-32945) furnished on (i) July 19, 2013, (ii) August 28, 2013 and (iii) September 25, 2013; and

(c)        The description of the Ordinary Shares contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-32945) filed on July 14, 2006, which incorporates by reference the information set forth under the headings “Description of Share Capital,” “Description of American Depositary Shares” and “Taxation” in the Registrant’s Registration Statement on Form F-1 (File No. 333-135590) filed with the Commission on July 3, 2006, as amended by any subsequent amendment or report filed for the purpose of amending the descriptions of the Ordinary Shares and American Depositary Receipts.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the effective date of this Registration Statement, but prior to the filing of a post-effective amendment to this Registration Statement, indicating that all securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the respective dates of filing of such documents. Reports on Form 6-K that we furnish to the Commission will only be deemed incorporated by reference into this Registration Statement if such report on Form 6-K so states that it is incorporated by reference herein. Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed or furnished document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.

*  Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act, and the Note to Part I of Form S-8.

Item 4.              Description of Securities.

Not applicable.

Item 5.              Interests of Named Experts and Counsel.

None.

3

Table of Contents

Item 6.              Indemnification of Directors and Officers.

The Registrant’s Articles of Association provide that, insofar as the Companies (Jersey) Law 1991 (the “1991 Law”) allows and to the fullest extent permitted thereunder, the Registrant may indemnify any person who was or is involved in any manner, or is threatened to be made so involved, in any threatened, pending or completed investigation, claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that he is or was an officer, secretary, servant, employee or agent of the Registrant, or is or was serving at the request of the Registrant as an officer, secretary, servant, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such Proceeding.

Article 77 of the 1991 Law provides that a company or any of its subsidiaries or any other person may not indemnify any person from, or against, any liability incurred by him as a result of being an officer of the company except where the company is indemnifying him against:

(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.

The 1991 Law permits a company to purchase and maintain insurance regarding the indemnification of its officers.

The Registrant maintains directors and officers insurance to protect the Registrant’s officers and directors from specified liabilities that may arise in the course of their service to the Registrant in those capacities.

Item 7.              Exemption from Registration Claimed.

Not applicable.

Item 8.              Exhibits.

See the attached Exhibit Index.

Item 9.              Undertakings.

(a)        The undersigned Registrant hereby undertakes:

(1)        To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)      to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)     to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and

(iii)    to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this Item 9 do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2)        That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial  bona fide  offering thereof.

(3)        To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)        The undersigned Registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial  bona fide  offering thereof.

(c)        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to any existing provision or arrangement whereby the Registrant may indemnify a director, officer or controlling person of the Registrant against liabilities arising under the Securities Act, or otherwise, and the benefits of such indemnification are not waived by such persons, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

4

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mumbai, State of Maharashtra, India on September 27, 2013.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on September 27, 2013

KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Keshav R. Murugesh (Director and Group Chief Executive Officer), Sanjay Puria (Group Chief Financial Officer) and Ronald D’Mello (General Counsel), severally, as such person’s true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such person’s name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement and any registration statement filed pursuant to Rule 462(b) promulgated under the Securities Act 1933, as amended, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done provided two of the above-listed attorneys-in-fact act together on behalf of such person, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any substitute or substitutes, may lawfully do or cause to be done by virtues hereof.

5

Table of Contents

EXHIBIT INDEX

*      Filed herewith.

6

Exhibit 5.1

The Directors

WNS (Holdings) Limited

Queensway House

Hilgrove Street

St Helier

Jersey JE1 1ES

Channel Islands

25 September 2013

2024764/57938845/5

Dear Sirs

Registration Statement on Form S-8

Introduction

1.             We have acted as legal advisers to WNS (Holdings) Limited (the Company), a Jersey incorporated company, in connection with the registration under the United States Securities Act of 1933, as amended (the Securities Act), of an additional 2,400,000 ordinary shares with a par value of 10 pence each in the capital of the Company issuable under the Company’s Third Amended and Restated WNS (Holdings) Limited 2006 Incentive Award Plan (the Plan) under a Registration Statement on Form S-8 (the Form S-8).

2.             Under the Plan, participants may be granted awards relating to ordinary shares with a par value of 10 pence each in the capital of the Company (the Ordinary Shares), directly or in the form of American Depositary Shares (ADSs).  The additional 2,400,000 Ordinary Shares which may be issued to participants, or to the Company’s depositary, pursuant to awards granted or to be granted under the Plan are the Plan Shares.

Scope

3.             We have only examined copies of the documents mentioned in paragraph 6.

4.             We have not examined any other document including, without limitation, any document incorporated by reference in, or otherwise referred to in, the Form S-8.

5.             We have not undertaken any exercise that is not described in this opinion and, in particular, we have not conducted any searches or enquiries in relation to the Company at any public office or registry in Jersey.

Documents examined

6.             For the purposes of this opinion we have examined and relied upon copies of the following documents:

(a)           the Form S-8;

(b)           the Plan;

(c)           the memorandum and articles of association of the Company;

(d)           minutes of a meeting of the directors of the Company held on 30 July 2013 at which the directors resolved, among other things, that, subject to shareholders’ approval and the consent of the Jersey Financial Services Commission (the JFSC), the increase in the ordinary shares available for grant under the Plan by 2,400,000 ordinary shares be approved, the Plan be adopted to reflect such increase and the Company be authorized to allot and issue the Plan Shares in connection with any awards granted by the Company pursuant to the Plan;

(e)           minutes of the annual general meeting of the shareholders of the Company held on 25 September 2013 whereby the shareholders resolved, among other things, that the increase in the ordinary shares available for grant under the Plan by 2,400,000 ordinary shares and the Plan be approved and adopted; and

(f)            the consent of the JFSC dated 18 September 2013.

Assumptions

7.             In giving this opinion, we have assumed that:

(a)           the Plan will be operated in accordance with its rules;

(b)           the Company’s board of directors (or a duly authorised committee thereof):

(i)            has duly authorised and granted all awards of Plan Shares granted by the Company and will duly authorise and grant all awards of Plan Shares to be granted by the Company; and

(ii)           has resolved or will resolve to allot and issue Plan Shares pursuant to and in satisfaction of such awards,

in a manner consistent with their fiduciary duties and in accordance with the rules of the Plan and the Company’s articles of association;

(c)           no issue of Plan Shares will result in the authorised share capital of the Company being exceeded;

(d)           no Plan Share will be issued at a price less than its nominal value;

(e)           the authenticity, accuracy, completeness and conformity to original documents of all copy documents examined by us;

(f)            all signatures purporting to be on behalf of (or to witness the execution on behalf of) the Company or any director, secretary or officer of the Company are genuinely those of the persons whose signatures they purport to be;

(g)           there is no provision of any law (other than Jersey law) which would affect anything in this opinion; and

(h)           no other event occurs after the date hereof which would affect the opinions herein stated.

8.             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 the Company’s certificate dated 25 September 2013 as to such matters of fact stated therein, without having independently verified such factual matters.

2

Opinion

9.             As a matter of Jersey law and based on, and subject to, the assumptions, limitations and qualifications set out in this opinion and to matters not disclosed to us, we are of the opinion that:

(a)                                 upon the issuance of Plan Shares against the payment in full from the relevant award holder of all sums due in respect of his or her award under the Plan; and

(b)                                 upon the entry of the relevant award holder, or the Company’s depositary, as a holder of the relevant Plan Shares in the register of members of the Company,

the Plan Shares will be validly issued, fully paid and non-assessable.  For these purposes, non-assessable means that no further sums will be payable by a shareholder in respect of the acquisition of a Plan Share pursuant to an award granted under the Plan and the holding of such Plan Share.

Qualification

10.          Our opinion is qualified by the following qualification:

(a)                                 the obligations of the Company under or in respect of the Plan Shares will be subject to any law from time to time in force relating to bankruptcy, insolvency, liquidation, reorganisation or administration or any other law or legal procedure affecting generally the enforcement of creditors’ rights.

Jersey law

11.                               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 jurisdiction other than Jersey.  We assume no obligation to update or supplement this opinion to reflect any facts or circumstances which may come to our attention, or any changes in law which may occur, after the date of this opinion.

Benefit of opinion

12.                               We hereby consent to the filing of this opinion as an exhibit to the Form S-8 with the US Securities and Exchange Commission (the Commission).  In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

3

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our reports dated May 2, 2013 with respect to the consolidated financial statements and internal control over financial reporting included in the Annual Report on Form 20-F for the year ended March 31, 2013 of WNS (Holdings) Limited., which are incorporated by reference in the Registration Statement on Form S-8 dated September 27, 2013 pertaining to the Third Amended and Restated WNS (Holdings) Limited 2006 Incentive Award Plan. We consent to the incorporation by reference in this Registration Statement of the aforementioned reports.