WNS Announces Fourth Quarter and Full Year Fiscal 2009 Earnings; Provides Guidance for Fiscal 2010

NEW YORK and MUMBAI, India - Quarterly Revenue Increases 14.1%; Revenue Less Repair Payments Increases 27.1% Over the Corresponding Quarter in the Prior Fiscal Year

- Annual Revenue Increases 17.3%; Revenue Less Repair Payments Increases 32.9% Over the Prior Fiscal Year

WNS (Holdings) Limited (NYSE: WNS), a leading provider of global business process outsourcing (BPO) services, today announced results for the fiscal fourth quarter and fiscal year 2009 ended March 31, 2009, and established guidance on revenue less repair payments and adjusted net income (or net income excluding amortization of intangible assets, share-based compensation, related fringe benefit taxes and minority interest) for fiscal 2010.

Fiscal Q4 2009

Revenue for the fiscal fourth quarter 2009 of US$132.5 million represented an increase of 14.1% over the corresponding quarter in the prior fiscal year, while revenue less repair payments at US$95.5 million increased 27.1% over the corresponding quarter in the prior fiscal year. The revenue less repair payments growth largely resulted from growth from Aviva Global Services (AGS) and Call 24/7 Limited, which WNS acquired in July and April 2008, respectively.

Net income for the fiscal fourth quarter 2009 was US$2.4 million compared to US$6.1 million during the corresponding quarter in the prior fiscal year. The net income in the current quarter was impacted primarily by amortization charges from the acquisition of AGS and higher foreign exchange losses.

Adjusted net income was US$13.6 million, an increase of 34.5% over the corresponding quarter in the prior year. The primary drivers of this increase were revenue growth, tighter cost management, improved scale benefits and increased income from WNS’ acquisitions. This increase was partially offset by higher foreign exchange losses.

“WNS finished fiscal year 2009 on a strong note,” said Neeraj Bhargava, Group Chief Executive Officer. “We continued to see new client activity and our focus on operations has positively affected our profitability. While the global economy is expected to present challenges in fiscal 2010, we are well-positioned to execute on our plan and increase profitability during the next year.”

WNS recorded a basic income per ADS of US$0.06 for fiscal fourth quarter 2009. Adjusted diluted net income per ADS (or diluted income per ADS excluding amortization of intangible assets, share-based compensation, related fringe benefit taxes and minority interest) was US$0.32 for the quarter.

Fiscal Year 2009

For the fiscal year 2009, WNS achieved revenues of US$539.3 million, representing an increase of 17.3% over the prior fiscal year. Revenue less repair payments of US$386.4 million increased 32.9% over the prior year. The growth in revenue less repair payments was largely as a result of increased revenues associated with AGS and Call 24/7 Limited, which WNS acquired in July and April 2008, respectively.

Net income for the full year ended March 31, 2009 was US$8.1 million compared to US$9.5 million in the prior fiscal year. The net income decrease was a result of amortization charges from the acquisition of AGS and foreign exchange losses, partially offset by improved synergies in operations.

Adjusted net income was US$46.6 million, an increase of 26.0% over fiscal 2008. The primary drivers of this increase were revenue growth, tighter cost management, improved scale benefits, and increased income from WNS’ acquisitions. These increases were partially offset by higher foreign exchange losses.

WNS recorded a basic income per ADS of US$0.19 for the fiscal year 2009. Adjusted diluted net income per ADS (or diluted income per ADS excluding amortization of intangible assets, share-based compensation, related fringe benefit taxes and minority interest) was US$1.08 for the year.

On April 2, 2009, WNS announced that it was making a voluntary prepayment of US$5 million on its existing US$200 million term loan facility as permitted under the terms of the loan agreement. This payment was made on April 14, 2009.

“We have made significant progress in improving our working capital and tightening our capital expenditure, thanks largely to the synergies from our recent acquisitions, which combined with our improved profitability resulted in the strong free cash flow that we have realized this quarter. This will continue to be our area of focus,” said Alok Misra, Group Chief Financial Officer.

Financial Highlights: Fiscal Fourth Quarter Ended March 31, 2009 — Quarterly revenue of US$132.5 million, up 14.1% from the corresponding quarter last year. — Quarterly revenue less repair payments of US$95.5 million, up 27.1% from the corresponding quarter last year. — Quarterly net income of US$2.4 million compared to US$6.1 million from the corresponding quarter last year. — Quarterly adjusted net income (or net income excluding amortization of intangible assets, share-based compensation, related fringe benefit taxes and minority interest) of US$13.6 million, up 34.5% from the corresponding quarter last year. — Quarterly basic income per ADS of US$0.06, compared with US$0.14 for the corresponding quarter last year. — Quarterly adjusted diluted net income per ADS (or diluted income per ADS excluding amortization of intangible assets, share-based compensation, related fringe benefit taxes and minority interest) of US$0.32, up from US$0.24 for the corresponding quarter last year. Financial Highlights: Fiscal Full Year Ended March 31, 2009 — Annual revenue of US$539.3 million, up 17.3% from the prior fiscal year. — Annual revenue less repair payments of US$386.4 million, up 32.9% from the prior fiscal year. — Annual net income of US$8.1 million compared to US$9.5 million from the prior fiscal year. — Annual adjusted net income (or net income excluding amortization of intangible assets, share-based compensation, related fringe benefit taxes and minority interest) of US$46.6 million, up 26.0% from the prior fiscal year. — Annual basic income per ADS of US$0.19, compared with US$0.23 for the prior fiscal year. — Annual adjusted diluted net income per ADS (or diluted income per ADS excluding amortization of intangible assets, share-based compensation, related fringe benefit taxes and minority interest) of US$1.08, up from US$0.86 for the prior fiscal year.

Reconciliations of non-GAAP financial measures to GAAP operating results are included at the end of this release.

Fiscal 2010 Guidance

WNS is providing the following guidance for the fiscal year ending March 31, 2010:

– Revenue less repair payments is expected to be between US$385 million and US$390 million. This assumes an average USD to GBP exchange rate of 1.40 to 1.45 for the 2010 fiscal year. — Adjusted net income (or net income excluding amortization of intangible assets, share-based compensation, related fringe benefit taxes and minority interest) is expected to range between US$50 million and US$52 million. This assumes an average INR to USD exchange rate of 49 to 50 for the 2010 fiscal year.

“Although we are facing currency and economic headwinds which impact our top line, we are confident that we will increase our profitability and free cash flows as a result of the actions that we have taken to improve our operating leverage and our continued balance sheet focus,” continued Misra.

Conference Call

WNS will host a conference call on May 7, 2009 at 8 am (ET) to discuss the company’s quarterly and full year results. To participate, callers can dial: +1-800-295-3991; international dial-in +1-617-614-3924; participant passcode 1352836. A replay will also be made available for one week following the call at +1-888-286-8010; international dial-in +1-617-801-6888; passcode 89145684, for a period of three months beginning two hours after the end of the call. A webcast will be available online at www.wns.com.

About WNS

WNS Holdings Ltd. (NYSE: WNS) is a leading global business process outsourcing company. Deep industry and business process knowledge, a partnership approach, comprehensive service offering and a proven track record enables WNS to deliver business value to some of the leading companies in the world. WNS is passionate about building a market-leading company valued by our clients, employees, business partners, investors and communities. For more information, visit www.wns.com.

About Non-GAAP Financial Measures

For financial statement reporting purposes, the company has two reportable segments: WNS Global BPO and WNS Auto Claims BPO. In the auto claims segment, which includes WNS Assistance and Chang Limited, WNS provides claims-handling and accident-management services, in which it arranges for automobile repairs through a network of third-party repair centers. In its accident-management services, WNS acts as the principal in dealings with the third-party repair centers and clients.

In order to provide accident-management services, the Company arranges for the repair through a network of repair centers. Repair costs are invoiced to customers. Amounts invoiced to customers for repair costs paid to the automobile repair centers are recognized as revenue. The Company uses revenue less repair payments for “fault” repairs as a primary measure to allocate resources and measure segment performance. Revenue less repair payments is a non-GAAP measure which is calculated as revenue less payments to repair centers. For “Non fault repairs,” revenue including repair payments is used as a primary measure. As the Company provides a consolidated suite of accident management services including credit hire and credit repair for its “Non fault” repairs business, the Company believes that measurement of that line of business has to be on a basis that includes repair payments in revenue.

The Company believes that the presentation of this non-GAAP measure provides useful information for investors regarding financial performance. The presentation of this non-GAAP information is not meant to be considered in isolation or as a substitute for the Company’s financial results prepared in accordance with US GAAP.

Safe Harbor Statement under the provisions of the United States Private Securities Litigation Reform Act of 1995

This news release contains forward-looking statements, as defined in the safe harbor provisions of the US Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements regarding expected future financial results. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those that may be projected by these forward looking statements. These risks and uncertainties include but are not limited to 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, including a slowdown in the US and Indian economies and in the sectors in which our clients are based and a slowdown in the BPO and IT sectors world-wide; our ability to successfully grow our revenues, expand our service offerings and market share and achieve accretive benefits from our acquisition of Aviva Global Services Singapore Private Limited and our master services agreement with Aviva Global Services (Management Services) Private Limited; our ability to successfully consummate strategic acquisitions, as well as other risks detailed in our reports filed with the US Securities and Exchange Commission. These filings are available at www.sec.gov. We may, from time to time, make additional written and oral forward-looking statements, including statements contained in our filings with the Securities and Exchange Commission and our reports to shareholders. You are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s current analysis of future events. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. References to “$” and “USD” refer to the United States dollars, the legal currency of the United States; references to “GBP” refer to the British Pound, the legal currency of Britain; and references to “INR” refer to Indian Rupees, the legal currency of India.

CONTACT: Investors: Media: Alan Katz Josh Passman VP - Investor Relations CJP Communications WNS (Holdings) Limited +1-212-279-3115 ext. 203 +1-212-599-6960 ext. 241 jpassman@cjpcom.com ir@wnsgs.com

(All monetary figures are in US$)

WNS (HOLDINGS) LIMITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Amounts in thousands, except per share data) Three months ended Year ended March 31, March 31, 2009 2008 2009 2008 Revenue Third parties $131,772 $115,133 $536,022 $456,401 Related parties 741 988 3,242 3,466 132,513 116,121 539,264 459,867 Cost of revenue 99,887 88,786 410,316 363,322 Gross profit 32,626 27,335 128,948 96,545 Operating expenses Selling, general and administrative expenses 17,119 21,418 75,522 72,699 Amortization of intangible assets 8,012 663 24,912 2,869 Impairment of goodwill and intangible assets - - - 15,464 Operating income 7,495 5,254 28,514 5,513 Other income (expense), net 262 2,221 (5,639) 9,184 Interest (expense) income, net (4,460) 20 (11,782) (3) Income before income taxes 3,297 7,495 11,093 14,694 Provision for income taxes 958 1,435 3,302 5,194 Income before minority interest 2,339 6,060 7,792 9,500 Minority interest 107 - 287 - Net income $2,446 $6,060 $8,079 $9,500 Basic income per share $0.06 $0.14 $0.19 $0.23 Diluted income per share $0.06 $0.14 $0.19 $0.22 Reconciliation of revenue less repair payments (non-GAAP) to revenue (GAAP) Amount in thousands Three months ended Year ended March 31, March 31, 2009 2008 2009 2008 Revenue less repair payments (Non-GAAP) $95,543 $75,153 $386,373 $290,717 Add: Payments to repair centers 36,970 40,968 152,891 169,150 Revenue (GAAP) $132,513 $116,121 $539,264 $459,867 Reconciliation of cost of revenue (non-GAAP to GAAP) Amount in thousands Three months ended Year ended March 31, March 31, 2009 2008 2009 2008 Cost of revenue (Non-GAAP) $62,917 $47,818 $257,425 $194,172 Add: Payments to repair centers 36,970 40,968 152,891 169,150 Cost of revenue (GAAP) $99,887 $88,786 $410,316 $363,322

Reconciliation of selling, general and administrative expense (non-GAAP to GAAP) Amount in Thousands Three months ended Year ended March 31, March 31, 2009 2008 2009 2008 Selling, general and administrative expenses (excluding share-based compensation expense and FBT(1)) (Non-GAAP) $14,862 $18,632 $65,301 $65,997 Add: Share-based compensation expense 2,426 1,323 9,775 4,380 Add: FBT(1) (169) 1,463 446 2,322 Selling, general and administrative expenses (GAAP) $17,119 $21,418 $75,522 $72,699 Reconciliation of operating income (non-GAAP to GAAP) Amount in thousands Three months ended Year ended March 31, March 31, 2009 2008 2009 2008 Operating income (excluding amortization of intangible assets, share-based compensation expense, impairment of goodwill and intangible assets, and FBT(1)) (Non-GAAP) $18,731 $9,287 $67,294 $32,985 Less: Amortization of intangible assets 8,012 663 24,912 2,869 Less: Share-based compensation expense 3,393 1,907 13,422 6,816 Less: Impairment of goodwill and intangible assets - - - 15,464 Less: FBT(1) (169) 1,463 446 2,322 Operating income (GAAP) $7,495 $5,254 $28,514 $5,513 Reconciliation of net income (non-GAAP to GAAP) Amount in Thousands Three months ended Year ended March 31, March 31, 2009 2008 2009 2008 Net income (excluding amortization of intangible assets, share-based compensation expense, impairment of goodwill and intangible assets, FBT(1) and minority interest) (Non-GAAP) $13,575 $10,093 $46,572 $36,972 Less: Amortization of intangible assets 8,012 663 24,912 2,869 Less: Share-based compensation expense 3,393 1,907 13,422 6,816 Less: Impairment of goodwill and intangible assets - - - 15,464 Less: FBT(1) (169) 1,463 446 2,322 Add: Minority interest 107 - 287 - Net income (GAAP) $2,446 $6,060 $8,079 $9,500

Reconciliation of basic income per ADS (non-GAAP to GAAP) Three months ended Year ended March 31, March 31, 2009 2008 2009 2008 Basic income per ADS (excluding amortization and impairment of goodwill and intangible assets, share-based compensation expense, FBT(1) and minority interest) (Non-GAAP) $0.32 $0.24 $1.10 $0.88 Less: Adjustments for amortization and impairment of goodwill and intangible assets, share-based compensation expense, FBT(1) and minority interest 0.26 0.10 0.91 0.65 Basic income per ADS (GAAP) $0.06 $0.14 $0.19 $0.23 Reconciliation of diluted income per ADS (non-GAAP to GAAP) Three months ended Year ended March 31, March 31, 2009 2008 2009 2008 Diluted income per ADS (excluding amortization and impairment of goodwill and intangible assets, share-based compensation expense, FBT(1) and minority interest) (Non-GAAP) $0.32 $0.24 $1.08 $0.86 Less: Adjustments for amortization and impairment of goodwill and intangible assets, share-based compensation expense, FBT(1) and minority interest 0.26 0.10 0.89 0.64 Diluted income per ADS (GAAP) $0.06 $0.14 $0.19 $0.22 (1) FBT means the fringe benefit taxes on options and restricted share units granted to employees under the WNS 2002 Stock Incentive Plan and the WNS 2006 Incentive Award Plan (as applicable) payable by WNS to the government of India.

WNS (HOLDINGS) LIMITED CONDENSED CONSOLIDATED BALANCE SHEETS (Amounts in thousands, except share and per share data) As of As of March 31, March 31, 2009 2008 ASSETS Current assets Cash and cash equivalents $38,931 $102,698 Bank deposits and marketable securities 8,925 8,074 Accounts receivable, net of allowance of $1,935 and $1,784, respectively 61,257 47,302 Accounts receivable - related parties 64 586 Funds held for clients 5,379 6,473 Employee receivables 745 1,179 Prepaid expenses 2,082 3,776 Prepaid income taxes 5,768 2,776 Deferred tax assets 1,743 618 Other current assets 38,647 8,596 Total current assets $163,541 $182,078 Goodwill 81,679 87,470 Intangible assets, net 217,372 9,393 Property and equipment, net 55,992 50,840 Other assets - non current 11,449 1,278 Deposits 6,309 7,391 Deferred tax assets - non current 15,584 8,055 TOTAL ASSETS $551,926 $346,505 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities Accounts payable $30,879 $15,562 Accounts payable - related parties 42 6 Long term debt - current 45,000 - Short term line of credit 4,331 - Accrued employee costs 23,754 26,848 Deferred revenue - current 5,583 7,790 Income taxes payable 3,995 1,879 Deferred tax liabilities - current - 211 Accrual for earn out payment - 33,699 Other current liabilities $54,126 25,806 Total current liabilities $167,710 $111,801 Long term debt - non current 155,000 - Deferred revenue - non current 3,561 1,549 Deferred rent 1,967 2,627 Accrued pension liability 2,570 1,544 Deferred tax liabilities - non current 9,946 1,834 Liability on outstanding derivative contracts - non current 23,163 - Commitments and contingencies TOTAL LIABILITIES $363,917 $119,355 Minority interest 13 - Shareholders’ equity: Ordinary shares, $0.16 (10 pence) par value, Authorized: 50,000,000 shares; Issued and outstanding: 42,607,403 and 42,363,100 shares, respectively 6,667 6,622 Additional paid-in-capital 184,122 167,459 Ordinary shares subscribed: Nil and 1,666 shares, respectively - 10 Retained earnings 46,917 38,839 Accumulated other comprehensive (loss) income (49,710) 14,220 Total shareholders’ equity 187,996 227,150 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $551,926 $346,505 WNS (HOLDINGS) LIMITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands) Year ended March 31, 2009 2008 Cash flows from operating activities Net cash provided by operating activities $62,897 $41,051 Cash flows from investing activities Acquisitions, net of cash received (290,994) (36,121) Purchase of facilities and property cost (22,693) (28,134) Proceeds from sale of assets, net 342 178 Transfer of delivery centre to AVIVA - 1,570 Purchase of marketable securities and deposits (41,983) (48,181) Marketable securities and deposits sold 39,710 52,150 Net cash used in investing activities (315,618) (58,538) Cash flows from financing activities Proceeds from exercise of stock options 988 4,204 Excess tax benefits from share-based compensation 2,226 1,613 Proceeds from issuance of long term debt, net 198,803 - Initial public offering expenses - (150) Principal repayments under capital lease (183) - Proceeds from short term line of credit 16,416 - Repayment of short term line of credit (19,310) - Net cash provided by financing activities 198,940 5,667 Effect of exchange rate changes on cash and cash equivalent (9,986) 2,178 Net change in cash and cash equivalents (63,767) (9,642) Cash and cash equivalents at beginning of period 102,698 112,340 Cash and cash equivalents at end of period $38,931 $102,698

Source: WNS Holdings Ltd.

Investors, Alan Katz, VP - Investor Relations of WNS (Holdings) Limited, +1-212-599-6960, Ext. 241, ir at wnsgs.com; or Media, Josh Passman of CJP Communications, +1-212-279-3115, Ext. 203, jpassman at cjpcom.com