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CORRESP
 1
 filename1.htm

 CORRESPONDENCE

 9 Raffles Place #42-02 Republic Plaza Singapore 048619
 Tel: +65.6536.1161 Fax: +65.6536.1171
 www.lw.com UEN No. T09LL1649F
 FIRM / AFFILIATE OFFICES

 Austin

 Milan

 Beijing

 Munich

 Boston

 New York

 March 31, 2025

 Brussels

 Orange County

 Century City

 Paris

 Chicago

 Riyadh

 Dubai

 San Diego

 Düsseldorf

 San Francisco

 Frankfurt

 Seoul

 Hamburg

 Silicon Valley

 Hong Kong

 Singapore

 Via EDGAR

 Houston

 Tel Aviv

 London

 Tokyo

 Los Angeles

 Washington, D.C.

 U.S. Securities and Exchange Commission

 Madrid

 Division of Corporation Finance
 100 F Street, N.E. Washington, DC 20549
 Attention: Suying Li and Angela Lumley

 Re:
 WNS (Holdings) Limited
 Form 20-F for Fiscal Year Ended March 31, 2024
 Form 10-Q for Fiscal Quarter Ended December 31, 2024
 File No. 001-32945
 Dear Ms. Li and Ms. Lumley: This letter responds to
the letter dated March 14, 2025, from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”), relating to the above-referenced Form
 20-F for Fiscal Year Ended March 31, 2024, filed with the SEC on May 10, 2024 (the “Form 20-F”) and Form 10-Q
for Fiscal Quarter Ended December 31, 2024, filed with the SEC on February 6, 2025 (the “Form 10-Q”). The Staff’s comments are set forth below in bold, followed by the Company’s
response to the comments. Please note that the “Company” or “WNS” refers to WNS (Holdings) Limited, together with its
consolidated subsidiaries. All terms used but not defined herein have the meanings assigned to such terms in the Form
 20-F and Form 10-Q. Form 10-Q
for Fiscal Quarter Ended December 31, 2024 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations Results of Operations, page 15

 March 31, 2025
 Page
2

 1. Please expand your disclosure to provide a discussion of results of operations on the reportable
segment basis. Please also explain the material changes in the reconciling items of the segment reconciliation in Note 20. In circumstances where there are more than one business reason for the change, please quantify the incremental impact of each
individual business reason discussed on the overall change. Refer to Item 303 of Regulation S-K and SEC Release No. 33-8350.
 Response : The Company acknowledges the
Staff’s comment and undertakes to provide a discussion of results of operations on the reportable segment basis, explain the material changes in the reconciling items of the segment reconciliation and quantify the incremental impact of each
individual business reason discussed on the overall change in its future periodic filings with the SEC. An example of such disclosure for
the three and nine months ended December 31, 2024 is set forth in the appendix to this letter. Notes to Unaudited Consolidated Financial
Statements 20. Segment Reporting, page F-60
 2. You state that you use revenue less repair payments as a primary measure to allocate resources and measure segment performance. We note you also
disclose a “segment gross profit” measure in your reconciliation on page F-61. Please tell us if the segment gross profit is a measure of a segment’s profit or loss regularly provided and used
by your CODM in assessing segment performance and deciding how to allocate resources. If your CODM uses both revenue less repair payments and segment gross profit as segment profit or loss measures, the reported measure shall be the one determined
in accordance with the measurement principles most consistent with those used in the corresponding amounts in your consolidated financial statements. Please revise your disclosure to clarify the segment profit or loss measures required to be
disclosed by ASC 280. Response :
 The Company respectfully submits that “revenue less repair payments” and “segment gross profit” are regularly provided to
the CODM. However, the Company respectfully submits that “revenue less repair payments” is the primary measure used by the CODM to allocate resources and measure segment performance based on the following:

 a.
 The CODM monitors and uses revenue less repair payments as a key metric for his internal reviews of the
performance of the strategic business units (“SBUs”).

 b.
 “Revenue less repair payments” is one of the key metrics communicated to investors through quarterly
press releases.
 2

 March 31, 2025
 Page
3

 c.
 One of the CODM’s performance objectives as assigned by the compensation committee is based on reaching
performance targets based on our “revenue less repair payments”. The Company manages and reports financial
information through its four “SBUs”, reflecting how management reviews financial information and makes operating decisions. The Company believes that revenue less repair payments for “fault” repairs reflects more
accurately the value addition of the business process management services that it directly provides to its clients in its Banking/Financial Services, and Insurance (“BFSI”) SBU.
 As per ASU
 280-10-50-27, “ the amount of each segment item reported shall be the measure reported to the chief operating decision
maker for purposes of making decisions about allocating resources to the segment and assessing its performance. Adjustments and eliminations made in preparing a public entity’s general-purpose financial statements and allocations of revenues,
expenses, and gains or losses shall be included in determining reported segment profit or loss only if they are included in the measure of the segment’s profit or loss that is used by the chief operating decision maker .”
 Further, as per ASU 280-10-50-28,
“ If the chief operating decision maker uses only one measure of a segment’s profit or loss and only one measure of a segment’s assets in assessing segment performance and deciding how to allocate resources, segment profit or loss
and assets shall be reported at those measures. If the chief operating decision maker uses more than one measure of a segment’s profit or loss and more than one measure of a segment’s assets, the reported measures shall be those that
management believes are determined in accordance with the measurement principles most consistent with those used in measuring the corresponding amounts in the public entity’s consolidated financial statements.”
 As explained above and disclosed in our filings, the CODM uses “revenue less repair payments” as a primary measure to allocate
resources and measure segment performance. Further, both “revenue less repair payments” and “segment gross profit” are explained in our segment disclosure through reconciliation and superscript notes for readers to
reconcile/derive the GAAP numbers reflected in the consolidated statement of income. Further, the Company respectfully submits that it is
in the process of implementing the disclosure updates in accordance with ASU No. 2023-07, Segment Reporting (“Accounting Standards Codification (“ASC”) Topic 280”): Improvements to
Reportable Segment Disclosures. The indicative format for the disclosure of measures of segment profit or loss is presented below. The Company expects that these disclosure updates will be incorporated into its periodic reports beginning with its
annual report on Form 10-K for the year ending March 31, 2025:
 3

 March 31, 2025
 Page
4

 TSLU

 MRHP

 HCLS

 BFSI

 Reconciling item (3)

 Total

 Revenue from external customers

 Segment Revenue

 $
 — 

 $
 — 

 $
 — 

 $
 — 

 $
 — 

 $
 — 

 Payments to repair centers

 — 

 — 

 — 

 — 

 — 

 — 

 Cost of revenue (1) (2)

 — 

 — 

 — 

 — 

 — 

 — 

 Segment gross profit

 — 

 — 

 — 

 — 

 — 

 — 

 Other costs

 — 

 Other income, net

 — 

 Interest expense

 — 

 Amortization of intangible assets

 — 

 Share-based compensation expense

 — 

 Income- tax expense

 — 

 Net income

 $
 — 

 (1)
 Excludes share-based compensation expense.

 (2)
 Adjusted cost of revenue under reconciling items includes inter and intra segment eliminations and unallocated
expenses.

 (3)
 Revenue under reconciling items includes inter and intra segment eliminations and impact of foreign exchange
fluctuations. *  *  * *
 We appreciate the Staff’s time and attention to this matter. If you have any questions or comments or require further information, please do not hesitate
to telephone the undersigned at (65) 6437-5464.

 Sincerely,

 /s/ Sharon Lau

 Sharon Lau

 of LATHAM & WATKINS LLP

 Cc:
 Arijit Sen, Group Chief Financial Officer
 4

 March 31, 2025
 Page
5

 Appendix
 Results by Reportable Segment The Company uses revenue
less repair payments (non-GAAP) as a primary measure to allocate resources and measure segment performance. Revenue less repair payments is a non-GAAP measure which is
calculated as (a) revenue less (b) in the Company’s BFSI SBU, payments to repair centers for “Fault” repair cases where the Company acts as the principal in its dealings with the third party repair centers and its clients.
 The CODM does not evaluate certain operating expenses, finance expense, other income, net and income taxes by segment, therefore the Company does not
allocate these expenses by segment. Results for the nine months ended December 31, 2024 compared to the nine months ended December 31,
2023 The segment results for the nine months ended Dec 31, 2024 are as follows:

 (US dollars in
 millions)

 TSLU

 MRHP

 HCLS

 BFSI

 Reconciling item (3)

 Total

 Revenue from external customers

 Segment Revenue

 $
 288.0

 $
 233.0

 $
 103.1

 $
 376.1

 $
 (21.5
 )

 $
 978.7

 Payments to repair centers

 — 

 — 

 — 

 36.5

 — 

 36.5

 Revenue less repair payments (non-GAAP)

 288.0

 233.0

 103.1

 339.7

 (21.5
 )

 942.2

 Adjusted cost of revenue (1) (2)

 170.3

 128.4

 70.3

 214.3

 11.3

 594.6

 Segment gross profit

 117.8

 104.6

 32.8

 125.4

 (32.9
 )

 347.7

 (1)
 Excludes share-based compensation expense.

 (2)
 Adjusted cost of revenue under reconciling items includes inter and intra segment eliminations and unallocated
expenses.

 (3)
 Revenue under reconciling items includes inter and intra segment eliminations and impact of foreign exchange
fluctuations.
 5

 March 31, 2025
 Page
6

 The segment results for the nine months ended December 31, 2023 are as follows:

 (US dollars in
 millions)

 TSLU

 MRHP

 HCLS

 BFSI

 Reconciling item (3)

 Total

 Revenue from external customers

 Segment Revenue

 $
 304.8

 $
 238.2

 $
 125.7

 $
 340.4

 $
 (22.6
 )

 $
 986.6

 Payments to repair centers

 — 

 — 

 — 

 28.2

 — 

 28.2

 Revenue less repair payments (non-GAAP)

 304.8

 $
 238.2

 $
 125.7

 312.2

 (22.6
 )

 958.4

 Adjusted cost of revenue (1) (2)

 178.1

 139.3

 86.8

 191.6

 (7.0
 )

 602.8

 Segment gross profit

 126.7

 99.0

 38.9

 120.6

 (29.6
 )

 355.6

 (1)
 Excludes share-based compensation expense.

 (2)
 Adjusted cost of revenue under reconciling items includes inter and intra segment eliminations and unallocated
expenses.

 (3)
 Revenue under reconciling items includes inter and intra segment eliminations and impact of foreign exchange
fluctuations. TSLU
 Segment Revenue Nine months ended
December 31, 2024 compared to nine months ended December 31, 2023 Revenue and revenue less repair payments (non-GAAP) in the TSLU segment decreased by 5.5% to $288.0 million in the nine months ended December 31, 2024 from $304.8 million in the nine months ended December 31, 2023. This decrease was
primarily attributable to the decrease in revenues from our existing clients by $23.9 million due to lower volumes in the online travel segment and a depreciation of the Euro by an average of 0.3% against the US dollar in the nine months ended
December 31, 2024, as compared to the average exchange rates in the nine months ended December 31 2023. The decrease was partially offset by revenue from new clients of $7.2 million, an appreciation of the pound sterling, the South
African rand and the Australian dollar by an average of 2.3%, 2.8% and 0.3% respectively, in each case against the US dollar for the nine months ended December 31, 2024, as compared to the respective average exchange rates in the nine months
ended December 31, 2023.
 6

 March 31, 2025
 Page
7

 Segment Gross Profit
 Nine months ended December 31, 2024 compared to nine months ended December 31, 2023
 Segment gross profit in the TSLU segment decreased by 7.1% to $117.8 million in the nine months ended December 31, 2024 from $126.7 million in
the nine months ended December 31, 2023. The decrease was primarily attributable to lower segment revenue and higher cost of revenue primarily higher employee cost on account of wage inflation and higher facilities running costs due to capacity
expansion and an increase infacilities utilization (as the number of employees working in the office increased), higher depreciation cost due to higher fixed assets and higher travel costs.
 MRHP Segment Revenue
 Nine months ended December 31, 2024 compared to nine months ended December 31, 2023
 Revenue and revenue less repair payments (non-GAAP) in the MRHP segment decreased by 2.2% to $233.0 million in the
nine months ended December 31, 2024 from $238.2 million in the nine months ended December 31, 2023. This decrease was primarily attributable to the decrease in revenues from existing clients by $12.2 million and a depreciation of
the Euro by an average of 0.3% against the US dollar in the nine months ended December 31, 2024, as compared to the average exchange rates in the nine months ended December 31 2023. The decrease was partially offset by revenue from new
clients of $6.9 million, an appreciation of the pound sterling and the Australian dollar by an average of 2.3% and 0.3% respectively, in each case against the US dollar in the nine months ended December 31, 2024, as compared to the
respective average exchange rates for the nine months ended December 31, 2023. Segment Gross Profit
 Nine months ended December 31, 2024 compared to nine months ended December 31, 2023
 Segment gross profit in the MRHP segment increased by 5.7% to $104.6 million in the nine months ended December 31, 2024 from $99.0 million in
the nine months ended December 31, 2023. The increase was primarily attributable to higher segment revenue, partially offset by higher cost of revenue primarily higher employee cost on account of higher headcount and wage inflation, higher
facilities running costs due to capacity expansion and an increase infacilities utilization (as the number of employees working in the office increased) and higher depreciation cost due to higher fixed assets
 7

 March 31, 2025
 Page
8

 HCLS
 Segment Revenue Nine months ended
December 31, 2024 compared to nine months ended December 31, 2023 Revenue and revenue less repair payments (non-GAAP) in the HCLS segment decreased by 18.0% to $103.1 million in the nine months ended December 31, 2024 from $125.7 million in the nine months ended December 31,2023. This decrease was
primarily attributable to the ramp-down of a large healthcare process for a client and a depreciation of the Euro by an average of 0.3% against the US dollar in nine months ended December 31, 2024, as average exchange rates for the nine months
ended December 31, 2023. The decrease was partially offset by an appreciation of the pound sterling and the Australian dollar by an average of 2.3% and 0.3%, respectively, in each case against the US dollar in the nine months ended
December 31, 2024, as compared to the respective average exchange rates in the nine months ended December 31, 2023. Segment Gross Profit
 Nine months ended December 31, 2024 compared to nine months ended December 31, 2023
 Segment gross profit in the HCLS segment decreased by 16.0% to $32.8 million in the nine months ended December 31, 2024 from $38.9 million in
the nine months ended December 31, 2023. The decrease was primarily attributable to lower segment revenue, wage inflation and higher depreciation cost du