Ordinary Shares, par value 10 pence per share⁽¹⁾

The ordinary shares, 10 pence par value per share, of WNS (Holdings) Limited (the “Registrant”) (the “Ordinary Shares”) are traded in the United States in the form of American Depositary Shares (“ADSs”). Each ADS represents one Ordinary Share and is evidenced by American Depositary Receipts, issuable upon deposit of the Ordinary Shares. Separate Registration Statements on Form F-6 (Registration No. 333-135859 and Registration No. 333-178416) have been filed for the registration of the ADSs evidenced by American Depositary Receipts, issuable upon deposit of the Ordinary Shares.

This Registration Statement registers 2,200,000 additional Ordinary Shares available for issuance under The Second Amended and Restated WNS (Holdings) Limited 2016 Incentive Award Plan (“2016 Plan”) pursuant to an amendment and restatement of The First Amended and Restated WNS (Holdings) Limited 2016 Incentive Award Plan which was adopted by the Board of Directors of the Registrant on July 15, 2020 and approved by the shareholders of the Registrant on September 24, 2020. The 2016 Plan authorizes the issuance of a maximum of 6,100,000 Ordinary Shares plus 1,112,825 Ordinary Shares which immediately prior to the expiration of the Third Amended and Restated WNS (Holdings) Limited 2006 Incentive Award Plan (the “2006 Plan”) were available for issuance or transfer as new awards under the 2006 Plan (the “Carryover Shares”), plus the number of Ordinary Shares subject to awards under the 2006 Plan outstanding at September 27, 2016, the effective date of the 2016 Plan (the “Effective Date”), which terminate, expire, lapse for any reason or are settled in cash on or after the Effective Date. However, the Registrant has (i) pursuant to the Registration Statement on Form S-8 (File No. 333-214042), registered the offer and sale of 3,612,825 Ordinary Shares comprising 2,500,000 Ordinary Shares which have been issued or may be available for issuance under the 2016 Plan and 1,112,825 Carryover Shares, and (ii) pursuant to the Registration Statement on Form S-8 (File No. 333-228070), registered the offer and sale of 1,400,000 additional Ordinary Shares which have been issued or may be available for issuance under the 2016 Plan. The newly registered Ordinary Shares are not yet subject to outstanding options under the 2016 Plan. This Registration Statement shall also cover any additional Ordinary Shares which may become issuable by reason of any stock split, stock dividend, recapitalization or similar transaction in accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”).

Solely for the purpose of calculating the registration fee, the Proposed Maximum Offering Price Per Share and the Proposed Maximum Aggregate Offering Price for the Ordinary Shares have been calculated in accordance with Rule 457(c) and Rule 457(h) under the Securities Act, based upon the average of the high and low prices of the ADSs of the Registrant on the New York Stock Exchange as of October 14, 2020.

This Registration Statement registers additional Ordinary Shares of the Registrant issuable pursuant to the same employee benefit plan, as amended and restated, for which the Registrant’s prior Registration Statements on Form S-8 relating to the 2016 Plan (File No. 333-214042 and File No. 333-228070), are currently effective. Accordingly, pursuant to General Instruction E to Form S-8, the registration fee is being paid with respect to the additional Ordinary Shares only.

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.

Item 4.

Description of Securities.

Item 5.

Interests of Named Experts and Counsel.

Item 6.

Indemnification of Directors and Officers.

Item 7.

Exemption from Registration Claimed.

Item 8.

Exhibits.

Item 9.

Undertakings.

SIGNATURES

EXHIBIT INDEX

EX-5.1

EX-23.1

EX-23.2

EX-24.1

EX-99.1

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.

The Registrant’s annual report on Form 20-F (File No. 001-32945) for the fiscal year ended March 31, 2020 filed on May 1, 2020;

The Registrant’s reports on Form 6-K (File No. 001-32945) furnished on (i) July 28, 2020 and (ii) September 24, 2020; and

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.

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

in which judgment is given in the person’s favor or the person is acquitted

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

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;

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;

any liability incurred in connection with an application made under Article 212 in which relief is granted to the person by the court; or

any liability against which the company normally maintains insurance for persons other than directors.

Exhibit
No.

Filed herewith.

The undersigned Registrant hereby undertakes:

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

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

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

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;

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.

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.

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.

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.

Signature

Title

/s/ Adrian T. Dillon

/s/ Keshav R. Murugesh

Director and Group Chief Executive Officer

(Principal executive officer)

/s/ Sanjay Puria

Group Chief Financial Officer

(Principal financial and accounting officer)

/s/ Gareth Williams

/s/ John Freeland

/s/ Michael Menezes

/s/ Jason Liberty

/s/ Françoise Gri

/s/ Keith Haviland

Signature

Title

/s/ Mario Vitale

/s/ Adrian T. Dillon

22 Grenville Street

St Helier

Jersey JE4 8PX

Channel Islands

T +44 1534 676 000

F +44 1534 676 333

mourant.com

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 2,200,000 ordinary shares with a par value of 10 pence each in the capital of the Company issuable under the Company’s Second Amended and Restated 2016 Incentive Award Plan (the Plan) under a Registration Statement on Form S-8 (the Form S-8).

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 2,200,000 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.

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

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.

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.

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

the Form S-8;

the Plan;

the memorandum and articles of association of the Company;

certified true copies of resolutions passed by the board of directors of the Company at meetings held on July 15 2020 and October 14, 2020 in which the directors resolved, among other things to:

approve the amended and restated form of the Plan as set out in the Company’s Second Amended and Restated 2016 Incentive Award Plan;

approve the availability of 2,200,000 Ordinary Shares for grant under the Plan;

authorise the Company to allot and issue the Plan Shares in connection with any awards granted by the Company pursuant to the Plan;

minutes of the annual general meeting of the shareholders of the Company held on 24 September 2020 whereby the shareholders resolved, among other things, to approve the amended and restated form of the Plan as set out in the Company’s Second Amended and Restated 2016 Incentive Award Plan;

the consent of the Jersey Financial Services Commission (JFSC) dated 19 September 2016 relating to the issue of awards under the Plan; and

the consent of the JFSC dated 1 January 2017 relating to the issue of shares by the Company.

In giving this opinion, we have assumed that:

the Plan will be operated in accordance with its rules;

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

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

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

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

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

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

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;

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

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

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 October 20, 2020 (the Opinion Certificate) as to such matters of fact stated therein, without having independently verified such factual matters. To give this opinion we have assumed (which we have not verified) all matters certified in the Opinion Certificate were, and remain at the date of this opinion, true and accurate.

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:

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

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,

Our opinion is qualified by the following qualification:

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.

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.

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.

/s/ Mourant Ozannes

Mourant Ozannes