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WNS Announces Proposed Secondary Public Offering Of ADSs By Warburg Pincus

WNS (Holdings) Limited (WNS) (NYSE: WNS), a leading provider of global offshore business process outsourcing services, today announced that, subject to market and other conditions, Warburg Pincus is proposing to offer and sell 12,625,343 ADSs in an underwritten public offering. Warburg Pincus also intends to grant the underwriters of the proposed offering a 30-day option to purchase up to an additional 1,893,801 ADSs to cover over-allotments, if any.

WNS does not intend to offer any ADSs in the proposed offering and will not receive any proceeds from the sale of ADSs by Warburg Pincus in the offering. Assuming the overallotment option is exercised in full by the underwriters, Warburg Pincus will have no remaining shareholdings in WNS following the offering.

BofA Merrill Lynch and Wells Fargo Securities are acting as joint book-running managers and Baird, William Blair and Janney Montgomery Scott are acting as co-managers for the offering. The ordinary shares represented by the ADSs will be offered pursuant to a shelf registration statement on Form F-3 previously filed with and declared effective by the Securities and Exchange Commission (the “SEC”). WNS will also file with the SEC a prospectus supplement with respect to the offering.

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. Copies of the prospectus supplement and accompanying prospectus may be obtained, when available, from BofA Merrill Lynch, 222 Broadway, New York, NY 10038, Attn: Prospectus Department or by email: dg.prospectus_requests@baml.com; or from Wells Fargo Securities, Attn: Equity Syndicate Department, 375 Park Avenue, New York, NY 10152, by telephone: (800) 326-5897, or by e-mail: cmclientsupport@wellsfargo.com.

About WNS

WNS (Holdings) Limited (NYSE: WNS) is a leading global offshore business process outsourcing company. WNS offers business value by combining operational excellence with deep domain expertise in key industry verticals including Insurance; Travel and Leisure; Manufacturing, Retail, Consumer Products, Telecom and Diversified Businesses; Consulting and Professional Services; Healthcare; Utilities; Banking and Financial Services; Shipping and Logistics; and Public Sector Industries. 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. As of December 31, 2012, WNS had 25,931 professionals across 31 delivery centers worldwide including Costa Rica, India, the Philippines, Poland, Romania, South Africa, Sri Lanka, United Kingdom and the United States.

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