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WNS (Holdings) Limited Files Shelf Registration

WNS (Holdings) Limited (NYSE: WNS), a leading provider of global Business Process Outsourcing (BPO) services, today announced that it has filed a shelf registration statement with the Securities and Exchange Commission (SEC). Once declared effective by the SEC, the shelf registration statement would allow WNS to offer and sell, in one or more offerings, up to $50 million of ordinary shares/ADSs. The shelf would also allow Warburg Pincus, our largest shareholder, to offer and sell, in one or more offerings, up to 21,366,664 ordinary shares/ADSs, representing all of the WNS ordinary shares owned by Warburg Pincus. WNS will not receive any proceeds from the sales by Warburg Pincus.

“The shelf will provide us the flexibility to sell shares as and when required to achieve our strategic objectives and fund our growth plans including capital expenditures, acquisitions and other investments in the business,” said Group Chief Executive Officer, Keshav Murugesh.

The registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. Copies of the preliminary prospectus and, when available, the final prospectus, may be obtained at the SEC website at http://www.sec.gov, or from WNS (Holdings) Limited at Gate 4, Godrej & Boyce Complex, Pirojshanagar, Vikhroli (W), Mumbai 400 079, India.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About WNS

WNS (Holdings) Limited (NYSE: WNS), is a leading global business process outsourcing company. WNS offe rs business value to 200+ global clients by combining operational excellence with deep domain expertise in key industry verticals including Travel, Insurance, Banking and Financial Services, Manufacturing, Retail and Consumer Packaged Goods, Shipping and Logistics and Healthcare and Utilities. WNS delivers an entire spectrum of business process outsourcing services such as finance and accounting, customer care, technology solutions, research and analytics and industry specific back office and front office processes. WNS has over 21,000 professionals across 23 delivery centers worldwide including Costa Rica, India, Philippines, Romania, Sri Lanka and United Kingdom. For more information, visit www.wns.com .

Safe Harbor Provision

This document includes information which may constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the accuracy of which are necessarily subject to risks, uncertainties, and assumptions as to future events. Factors that could cause actual results to differ materially from those expressed or implied are discussed in our most recent annual report on Form 20-F and other reports filed with the SEC. WNS undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

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