SecProbe.io

November 8, 2011
 Via E-Mail

Alok C. Misra Group Chief Financial Officer WNS (Holdings) Limited Gate 4, Godrej & Boyce Complex Pirojshanagar, Vikhroli (W) Mumbai 400 079, India
Re: WNS (Holdings) Limited
  Registration Statement on Form F-3
Filed October 12, 2011
  File No. 333-177250

Dear Mr. Misra:
 We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not beli eve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

 1. Because of the size and nature of the offeri ng being registered on behalf of the selling
shareholders compared to the number of your  outstanding shares, it is unclear whether
that transaction should be view ed as a secondary offering elig ible to be made on a shelf
basis under Rule 415(a)(1)(i) or a primary, at-t he-market offering being made pursuant to
Rule 415(a)(4).  Given the relationship of the selling shareholders to the company,
provide us with a detailed analysis as to why the proposed secondary offering should not be
viewed as an indirect, primary transaction and why the selling shareholders should not be
viewed as underwriters.  Refer to Inte rpretation 612.09 in our Security Act Rules
Compliance and Disclosure Interpre tations, available on our website.

Alok C. Misra
WNS (Holdings) Limited  November 8, 2011 Page 2

 Selling Stockholder, page 22

 2. Please tell us whether any of the selling stoc kholders are affiliates of broker-dealers.  If
so, disclose whether at the time of the purchase of the securities to be resold, the sellers
purchased in the ordinary course of busine ss and had any agreements or understandings,
directly or indirectly, with any person to dist ribute the securities. If  you are not able to so
represent, please identify the selli ng stockholders as underwriters.

3. Footnote 2 contains a disclaimer  of beneficial ownership.  To  the extent that you retain
this disclaimer, please provide us with a legal analysis support ing your belief that
beneficial ownership disclaimers are proper outside of filings on Schedules 13D and 13G,
and revise to disclose who has voting and/or dispositive power over the disclaimed shares.  For guidance, refer to Section III.A.4 of SEC Release No. 33-5808, which states
that Exchange Act Rule 13d-4 permits any pers on to expressly declare in such person’s
Schedule 13D that the filing of such a statem ent shall not be construed as an admission
that the person is the beneficial owner of the securities covered by such statement.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.  Please refer to Rule 461 regarding requests fo r acceleration.  We will consider a written
request for acceleration of the e ffective date of the registration statement as confirmation of the
fact that those requesting acceler ation are aware of their respec tive responsibilities under the
Securities Act of 1933 and the Secu rities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow

Alok C. Misra
WNS (Holdings) Limited  November 8, 2011 Page 3

 adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

 If you have any questions regarding these co mments, please contact Matthew Crispino at
(202) 551-3456.  In his ab sence, please contact me at (202) 551-3462.  Should you require further
assistance, you may contact Barbara C. Jaco bs, Assistant Director , at (202) 551-3730.
         S i n c e r e l y ,           / s /  M a r k  P .  S h u m a n           M a r k  P .  S h u m a n          B r a n c h  C h i e f  -  L e g a l    cc: Via E-Mail

 Min Yee Ng, Esq.  Latham & Watkins LLP