SecProbe.io

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 April 4, 2025

Arijit Sen
Group Chief Financial Officer
WNS (Holdings) Limited
515 Madison Avenue, 8th Floor
New York, NY 10022

 Re: WNS (Holdings) Limited
 Form 20-F for Fiscal Year Ended March 31, 2024
 File No. 001-32945
Dear Arijit Sen:

 We have completed our review of your filings. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

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

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

 March 27, 2025
 Via EDGAR
 U.S. Securities and Exchange Commission
 Division of Corporation Finance 100 F Street, N.E.
 Washington, DC 20549

 Austin Beijing
 Boston Brussels
 Century City Chicago
 Dubai Düsseldorf
 Frankfurt Hamburg
 Hong Kong Houston
 London Los Angeles
 Madrid

 Milan Munich
 New York Orange County
 Paris Riyadh
 San Diego San Francisco
 Seoul Silicon Valley
 Singapore Tel Aviv
 Tokyo Washington, D.C.

 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: On
behalf of our client, WNS (Holdings) Limited (the “Company”), this letter confirms my telephone conversation with Ms. Li on March 26, 2025 regarding the Company’s request for an extension of time to respond to the comment
letter dated March 14, 2025 from the staff of the Division of Corporation Finance. As discussed, the Company requires additional
time to prepare its response and currently expects to respond on or about April 1, 2025. Please contact me at (65) 6437-5464 if you have any questions regarding this matter.

 Sincerely,

 /s/ Sharon Lau

 Sharon Lau
 of LATHAM & WATKINS LLP

 Cc:
 Arijit Sen, Group Chief Financial Officer

<DOCUMENT>
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<TEXT>
 March 14, 2025

Arijit Sen
Group Chief Financial Officer
WNS (Holdings) Limited
515 Madison Avenue, 8th Floor
New York, NY 10022

 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 Arijit Sen:

 We have reviewed your filings and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

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

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.
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
 March 14, 2025
Page 2

 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.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Suying Li at 202-551-3335 or Angela Lumley at
202-551-3398 if you
have any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
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CORRESP
1
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CORRESPONDENCE

 555 Eleventh Street, N.W., Suite 1000

Washington, D.C. 20004-1304

Tel: +1.202.637.2200 Fax: +1.202.637.2201

www.lw.com

FIRM / AFFILIATE OFFICES

 July 22, 2024

 Via EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Mergers and
Acquisition

 100 F Street, N.E.

 Washington, D.C.
20549

 Austin

 Beijing

Boston

 Brussels

Century City

 Chicago

Dubai

 Düsseldorf

Frankfurt

 Hamburg

Hong Kong

 Houston

London

 Los Angeles

Madrid

 Milan

 Munich

New York

 Orange County

Paris

 Riyadh

San Diego

 San Francisco

Seoul

 Silicon Valley

Singapore

 Tel Aviv

Tokyo

 Washington, D.C.

 Attn:     Shane Callaghan

Christina Chalk

 Re:
     WNS (Holdings) Limited

 Schedule TO-I Filed
July 8, 2024

 File No. 005-81984

To the addressees set forth above:

 On behalf
of our client, WNS (Holdings) Limited, a public company incorporated under the laws of Jersey, Channel Islands (the “Company”), we submit this letter setting forth the responses of the Company to the comments provided by the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated July 17, 2024, relating to the Company’s above referenced Tender Offer Statement
on Schedule TO filed with the Commission on July 8, 2024 (the “Tender Offer Statement”). This letter is being submitted together with an amendment (“Amendment
No. 1”) to the Tender Offer Statement, which has been revised to address the Staff’s comments. The bold and numbered paragraphs below correspond to the numbered paragraphs in the Staff’s letter
and are followed by the Company’s responses. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Tender Offer Statement.

 July 22, 2024

Page 2

 Schedule TO-I Filed July 8, 2024

General

1.
 Refer to Questions 2 and 3 in the Summary of Terms section. We note that you are limiting participation
in the Offer to holders of Eligible RSUs. Please provide an analysis in your response letter explaining why the Offer is consistent with Exchange Act Rule 13e-4(f)(8)(i) and (ii). If the Company is making the
Offer in reliance on Question 104.01 of the Tender Offer Rules and Schedules Compliance and Disclosure Interpretations (March 17, 2023) and the Commission’s March 21, 2001 Global Exemptive Order, note that the relief from the all-holders and best price rules provided in the Global Exemptive Order is intended to permit the exclusion of certain securityholders in an exchange offer for employee stock options. Therefore, please include an
explanation of how your Offer complies with the conditions outlined in CDI 104.01 and the Global Exemptive Order in your analysis, if applicable.

Response: The Company respectfully acknowledges the Staff’s comment and confirms to the Staff that the Offer is consistent with
Exchange Act Rule 13e-4(f)(8)(i) and (ii).

 With respect to Exchange Act Rule 13e-4(f)(8)(i), as of the date of the Offer to Purchase, all 610,010 outstanding restricted share units granted pursuant to the Company’s SuperCharge Equity Incentive Program are considered “Eligible
RSUs” for purposes of the Offer. The restricted share units granted pursuant to the Company’s SuperCharge Equity Incentive Program are distinguishable from other equity awards issued under the Company’s 2016 Plan in that they were all
granted on August 1, 2022 pursuant to an Award Agreement in the form attached as Exhibit A to the Offer to Purchase, which includes, for example, the same market capitalization and net revenue targets required for such restricted share units to
vest. As of the date of the Offer to Purchase all 80 holders of the Eligible RSUs are employees of the Company or its subsidiaries and are thus considered “Eligible Holders” who are eligible to participate in the Offer, and there are no
other holders of the subject class of securities being sought in the Offer. Under the terms of the Company’s 2016 Plan, any holder of the Eligible RSUs who ceases to be employed by the Company or its subsidiaries will forfeit their Eligible
RSUs and no longer hold securities to be tendered. Accordingly, the Offer is and will remain open to all holders of the class of securities subject to the Offer. The Company has revised the cover sheet of the Tender Offer Statement to clarify in
Amendment No. 1 that the Offer relates to the restricted share units granted pursuant to the Company’s SuperCharge Equity Incentive Program.

With respect to Rule 13e-4(f)(8)(ii), all holders of the Eligible RSUs will receive the same
consideration in the Offer should they choose to participate: $0.01 per tendered Eligible RSU.

 Risks of Participating in the Offer, page 6

2.
 Refer to the second sentence in the first risk factor listed on page 7 of the Offer to Purchase. There
appears to be a grammatical error in this sentence, please revise.

 Response: The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on page 7 of the Offer to Purchase.

 Procedures for Tendering Eligible RSUs, page
10

3.
 We note the disclosure on page 10 of the Offer to Purchase that “[w]e will determine all questions as
to form, validity (including time of receipt), eligibility and acceptance of any tender of Eligible RSUs” and “[o]ur determination of these matters will be final and binding on all parties.” Please revise this and similar statements
throughout your offer materials (such as in Sections III.1 and III.5) to remove the implication that holders of Eligible RSUs may not challenge your determinations and interpretations in a court of competent jurisdiction.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 8, 10 and 11 of the
Offer to Purchase.

 July 22, 2024

Page 3

 Extension of the Offer; Termination; Amendment; Subsequent Offering Period, page 12

4.
 We note the disclosure on page 13 of the Offer to Purchase that you “do not currently intend to
provide a subsequent offering period for the Offer, although [you] reserve the right to do so.” Exchange Act Rule 13e-4 and other rules applicable to issuer tender offers do not permit the use of a
subsequent offering period. Please revise.

 Response: The Company respectfully acknowledges the
Staff’s comment and has revised the Offer to Purchase to remove references to a subsequent offering period, including on pages 8, 11, 12 and 13.

Conditions to Completion of the Offer, page 13

5.
 Refer to conditions (a) and (b) on pages
13-14 of the Offer to Purchase. A tender offer may be conditioned on a variety of events and circumstances, provided that they are not within the direct or indirect control of the offeror. The conditions also
must be drafted with sufficient specificity to allow for objective verification that the conditions have been satisfied. The disclosure in your conditions includes the term “threatened” in describing an action, proceeding, statute, rule,
regulation, judgment, order, or injunction. With a view towards revised disclosure, please advise what is meant by the term “threatened” and how it may be objectively determinable. Refer to Question 101.01 of the Tender Offer Rules and
Schedules Compliance and Disclosure Interpretations (March 17, 2023).

 Response: The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on page 13 of the Offer to Purchase to delete the term “threatened” in each instance from conditions (a) and (b).

6.
 We note the following statement in the last paragraph of this section: “We may waive [the Offer
conditions], in whole or in part, at any time and from time to time, before the expiration of the Offer in our discretion, whether or not we waive any other condition to the Offer. Our failure at any time to exercise any of these rights will not be
deemed a waiver of any such rights.” If an offer condition is “triggered” while an offer is pending, in our view, the offeror must promptly inform securityholders whether it will assert the condition and terminate the offer, or waive
it and continue. Reserving the right to waive a condition “at any time and from time to time” may be inconsistent with your obligation in this regard. Please confirm in your response letter that you will promptly notify target
securityholders if a condition is triggered while the Offer is pending.

 Response: The Company
respectfully acknowledges the Staff’s comment and has revised the disclosure on page 14 of the Offer to Purchase. The Company confirms that it will promptly notify target securityholders if a condition is triggered while the Offer is pending.

 July 22, 2024

Page 4

 Interests of Directors and Officers; Transactions and Arrangements Concerning Eligible RSUs, page 15

7.
 We note your disclosure on page 15 of the Offer to Purchase to the effect that you have no disclosure
responsive to Item 5 of Schedule TO and Item 1005(e) of Regulation M-A other than “outstanding equity awards granted to [your] directors, executive officers and other employees pursuant to [your] various
incentive award plans.” Please clarify whether you are attempting to incorporate by reference the description of such equity awards and incentive award plans from your most recently filed Annual Report and your 2024 annual meeting proxy
statement. If so, revise to specifically incorporate the relevant sections of these filings. See generally, Instruction E to Schedule TO.

Response: The Company respectfully acknowledges the Staff’s comment and has revised page 15 of the Offer to Purchase to incorporate
by reference the relevant disclosure in the section titled “Part I—Item 6—Directors, Senior Management and Employees—B. Compensation—Compensation Discussion and Analysis—Employee Benefit Plans” of its Annual Report
on Form 20-F for the fiscal year ended March 31, 2024.

 Corporate Plans, Proposals and Negotiations, page
17

8.
 The disclosure in this section regarding any plans, proposals, or negotiations of the Company is
qualified by any of the Company’s filings with the SEC. Please revise this section to remove this qualifying language and describe (or specifically incorporate by reference) any of the Company’s plans, proposals, or negotiations. See
Instruction E to Schedule TO and Item 1006(c) of Regulation M-A. Also, revise similar disclosure on pages 9-10 of the Offer to Purchase.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 9 and 18 of the Offer
to Purchase to remove the qualifying language.

 Additional Information, page 18

9.
 We note the following disclosure on page 18 of the Offer to Purchase: “Any reports filed by us with
the SEC after the date of this Offer to Purchase and before the Expiration Time will automatically update and, where applicable, supersede any information contained in this Offer to Purchase or incorporated by reference in this Offer to
Purchase.” Schedule TO does not specifically permit “forward incorporation” of documents to be filed in the future. Rather, you must amend your document to specifically list any such filings. Please revise.

 Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure
on page 18 of the Offer to Purchase to delete references to the forward incorporation of documents to be filed in the future.

* * * *

 July 22, 2024

Page 5

 We hope that the foregoing has been responsive to the Staff’s comments and look forward
to resolving any outstanding issues as quickly as possible. Please direct any questions or comments regarding the foregoing to me at (202) 637-1019.

 Very truly yours,

 /s/ Christopher M. Bezeg

Christopher M. Bezeg of LATHAM & WATKINS LLP

 cc:      Gopi Krishnan, WNS (Holdings) Limited

Julia A. Thompson, Latham & Watkins LLP

July 17, 2024
Gopi Krishnan
General Counsel
WNS (Holdings) Limited
Gate 4, Godrej & Boyce Complex
Pirojshanagar, Vikhroli (W)
Mumbai 400 079, India
Re:WNS (Holdings) Limited
Schedule TO-I Filed July 8, 2024
File No. 005-81984
Dear Gopi Krishnan:
            We have reviewed your filing and have the following comments.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments. All
defined terms used herein have the same meaning as in your offer materials, unless otherwise
indicated.
Schedule TO-I Filed July 8, 2024
General
1.Refer to Questions 2 and 3 in the Summary of Terms section. We note that you are
limiting participation in the Offer to holders of Eligible RSUs. Please provide an analysis
in your response letter explaining why the Offer is consistent with Exchange Act Rule
13e-4(f)(8)(i) and (ii). If the Company is making the Offer in reliance on Question 104.01
of the Tender Offer Rules and Schedules Compliance and Disclosure Interpretations
(March 17, 2023) and the Commission’s March 21, 2001 Global Exemptive Order, note
that the relief from the all-holders and best price rules provided in the Global Exemptive
Order is intended to permit the exclusion of certain securityholders in an exchange offer
for employee stock options. Therefore, please include an explanation of how your Offer
complies with the conditions outlined in CDI 104.01 and the Global Exemptive Order in
your analysis, if applicable.

July 17, 2024
Page 2
Risks of Participating in the Offer, page 6
2.Refer to the second sentence in the first risk factor listed on page 7 of the Offer to
Purchase. There appears to be a grammatical error in this sentence, please revise.
Procedures for Tendering Eligible RSUs, page 10
3.We note the disclosure on page 10 of the Offer to Purchase that “[w]e will determine all
questions as to form, validity (including time of receipt), eligibility and acceptance of any
tender of Eligible RSUs” and “[o]ur determination of these matters will be final and
binding on all parties.” Please revise this and similar statements throughout your offer
materials (such as in Sections III.1 and III.5) to remove the implication that holders of
Eligible RSUs may not challenge your determinations and interpretations in a court of
competent jurisdiction.
Extension of the Offer; Termination; Amendment; Subsequent Offering Period, page 12
4.We note the disclosure on page 13 of the Offer to Purchase that you “do not currently
intend to provide a subsequent offering period for the Offer, although [you] reserve the
right to do so.” Exchange Act Rule 13e-4 and other rules applicable to issuer tender offers
do not permit the use of a subsequent offering period. Please revise.
Conditions to Completion of the Offer, page 13
5.Refer to conditions (a) and (b) on pages 13-14 of the Offer to Purchase. A tender offer
may be conditioned on a variety of events and circumstances, provided that they are not
within the direct or indirect control of the offeror. The conditions also must be drafted
with sufficient specificity to allow for objective verification that the conditions have been
satisfied. The disclosure in your conditions includes the term “threatened” in describing
an action, proceeding, statute, rule, regulation, judgment, order, or injunction. With a view
towards revised disclosure, please advise what is meant by the term “threatened” and how
it may be objectively determinable. Refer to Question 101.01 of the Tender Offer Rules
and Schedules Compliance and Disclosure Interpretations (March 17, 2023).
6.We note the following statement in the last paragraph of this section: “We may waive [the
Offer conditions], in whole or in part, at any time and from time to time, before the
expiration of the Offer in our discretion, whether or not we waive any other condition to
the Offer. Our failure at any time to exercise any of these rights will not be deemed a
waiver of any such rights.” If an offer condition is “triggered” while an offer is pending,
in our view, the offeror must promptly inform securityholders whether it will assert the
condition and terminate the offer, or waive it and continue. Reserving the right to waive a
condition “at any time and from time to time” may be inconsistent with your obligation in
this regard. Please confirm in your response letter that you will promptly notify target
securityholders if a condition is triggered while the Offer is pending.
Interests of Directors and Officers; Transactions and Arrangements Concerning Eligible RSUs,
page 15
We note your disclosure on page 15 of the Offer to Purchase to the effect that you have no
disclosure responsive to Item 5 of Schedule TO and Item 1005(e) of Regulation M-A
other than “outstanding equity awards granted to [your] directors, executive officers and 7.

July 17, 2024
Page 3
other employees pursuant to [your] various incentive award plans.” Please clarify
whether you are attempting to incorporate by reference the description of such equity
awards and incentive award plans from your most recently filed Annual Report and your
2024 annual meeting proxy statement. If so, revise to specifically incorporate the relevant
sections of these filings. See generally, Instruction E to Schedule TO.
Corporate Plans, Proposals and Negotiations, page 17
8.The disclosure in this section regarding any plans, proposals, or negotiations of the
Company is qualified by any of the Company’s filings with the SEC. Please revise this
section to remove this qualifying language and describe (or specifically incorporate by
reference) any of the Company's plans, proposals, or negotiations. See Instruction E to
Schedule TO and Item 1006(c) of Regulation M-A. Also, revise similar disclosure on
pages 9-10 of the Offer to Purchase.
Additional Information, page 18
9.We note the following disclosure on page 18 of the Offer to Purchase: “Any reports filed
by us with the SEC after the date of this Offer to Purchase and before the Expiration Time
will automatically update and, where applicable, supersede any information contained in
this Offer to Purchase or incorporated by reference in this Offer to Purchase.” Schedule
TO does not specifically permit “forward incorporation” of documents to be filed in the
future. Rather, you must amend your document to specifically list any such filings. Please
revise.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Shane Callaghan at 202-551-6977 or Christina Chalk at
202-551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

February 15, 2013

Via E -mail
Deepak Sogani
Chief Financial Officer
WNS (Holdings) Limited
Gate 4, Godrej & Boyce Complex
Pirojshanagar, Vikhroli (W)
Mumbai 400 079 , India

Re: WNS (Holdings) Limited
Form 20 -F & Form 20 -F/A for Fiscal Year Ended March 31, 2012
Filed April 26, 2012 and July 20, 2012, respectively
File No. 001 -32945

Dear Mr. Sogani :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Com mission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Excha nge Act of 1934 and all applicable rules require.

Sincerely,

 /s/  Kathleen Collins

Kathleen Collins
Accounting Branch Chief

cc: Via E -Mail
Min Yee Ng, Esq.
Latham & Watkins LLP

CORRESP
1
filename1.htm

CORRESP

 LATHAM & WATKINS LLP

9 Raffles Place

#42-02 Republic Plaza

Singapore 048619

Tel: +65.6536.1161 Fax: +65.6536.1171

www.lw.com

UEN No. T09LL1649F

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February 5, 2013

Via EDGAR and E-mail

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

File No. 041135-0005

Attention:

Kathleen Collins, Accounting Branch Chief

Megan Akst, Staff Accountant

Re:

 WNS (Holdings) Limited

Form 20-F and Form 20-F/A for Fiscal Year Ended March 31, 2012

 Filed April 26, 2012 and July 20, 2012, respectively

 File
No. 001-32945

 Ladies and Gentlemen:

 We are counsel to WNS (Holdings) Limited, a company organized under the laws of Jersey, Channel Islands (the “Company”).

On behalf of the Company, set forth below is the Company’s responses to the Staff’s comment letter dated February 1, 2013.
For the Staff’s convenience, the Staff’s comments are set forth in italics before each response.

 Form 20-F for the Fiscal
Year Ended March 31, 2012

 Item 5. Operating and Financial Review and Prospects

Results of Operations, page 83

1.
On page 72 you state that your profit margin is largely a function of your asset utilization and the rates you are able to recover for your services. We further note
the metrics disclosed on page 73, which include your seat utilization rate. Please consider revising your disclosures to include a discussion regarding these metrics and how they impacted your results of operations, more specifically your gross
profit margins. We refer you to Section III.B of SEC Release 33-683.

 The Company notes the Staff’s
comment and advises the Staff that, in response to the Staff’s comment, in its future filings on Form 20-F, the Company will include the

 February 5, 2013

  Page
 2

 LATHAM & WATKINS LLP

additional disclosure below at the end of its current year-over-year discussion of its gross profit under “Item 5. Operating and Financial Review and Prospects — Results of
Operations”.

 Fiscal 2012 Compared to Fiscal 2011 — Gross Profit:

“During fiscal 2012, our built up seats increased by 16.3% from 16,278 as at the end of fiscal 2011 to 18,928 as at the end of fiscal
2012 when we established additional delivery centers in Pune and Chennai in India and expanded seating capacities in our existing delivery centers in Mumbai, India and Costa Rica. This was part of our strategy to expand our delivery capabilities,
including in the Special Economic Zone in India. Our total headcount increased by 10.9% from 21,523 to 23,874 during the same period, resulting in a decline in our seat utilization rate from 1.4 in fiscal 2011 to 1.3 in fiscal 2012. This 0.1 decline
in our seat utilization rate reduced our gross profit as a percentage of revenue by approximately 0.7% and reduced our gross profit as a percentage of revenue less repair payments by approximately 0.8%. This reduction partially offset the increase
in gross profit as a percentage of revenue attributable to the changes to certain client contracts and contracts with repair centers as discussed above.

2.
We note from your disclosures in Note 23 that the “effect of foreign tax rates in foreign jurisdictions” significantly impacted your effective tax rate in
both fiscal 2011 and 2012. To the extent that one or more countries had a more significant impact on your effective tax rate, tell us your consideration to disclose this information and include a discussion regarding how potential changes in such
countries’ operations may impact your results of operations. We refer you to Item 5A of Form 20-F and Section III.B of SEC Release 33-8350.

 The Company advises the Staff that it has disclosed on page 88 of its fiscal 2012 Form 20-F the significant impact of its India tax rate on its effective tax rate. In its discussion of the line item
“provision for income taxes” in fiscal 2012 compared to fiscal 2011, the Company disclosed that the “increase in income tax was primarily on account of the expiry of the STPI tax holiday period in India as at April 1, 2011.”

 The Company advises the Staff that it has also disclosed the impact of the tax holidays and incentives available to the
Company in the key jurisdictions of its operations on pages 20 and 21 of its fiscal 2012 Form 20-F under “Item 3. Key Information — D. Risk Factors — Risks Related to Key Delivery Locations — If the tax benefits and other
incentives that we currently enjoy are reduced or withdrawn or not available for any other reason, our financial condition would be negatively affected” and on pages 74 and 75 of its fiscal 2012 Form 20-F under “Item 5. Operating and
Financial Review and Prospects — Income Taxes”.

 The Company further advises the Staff that, in response to the
Staff’s comment, in its future filings on Form 20-F, the Company will include the additional disclosure below under “Item 5. Operating and Financial Review and Prospects — Income Taxes” before the current disclosure on the tax
holidays that it enjoys in the Company’s key jurisdictions of operations and other relevant tax matters.

 February 5, 2013

  Page
 3

 LATHAM & WATKINS LLP

 “In fiscal 2011, our tax rate in India significantly impacted our effective tax
rate. We incurred minimal income tax expense on our India operations in fiscal 2011 as a result of the income tax holiday enjoyed by our delivery centers registered in the Software Technology Parks of India, or STPI, described below. We would have
incurred approximately $13.6 million in additional income tax expense on our STPI operations if the tax exemption had not been available for the period. The STPI tax holiday expired on April 1, 2011.

In fiscal 2012, our tax rate in India and, to a lesser extent, Sri Lanka significantly impacted our effective tax rate. We incurred
minimal income tax expense on our operations in India registered under the Special Economic Zone, SEZ, scheme and our operations in Sri Lanka and the Philippines as a result of the tax holidays described below, compared to approximately $1.7 million
that we would have incurred if the tax holidays had not been available for the period.

 We expect our tax rate in India and, to
a lesser extent, Sri Lanka to continue to significantly impact our effective tax rate. Our tax rate in India will be impacted by the reduction in the tax exemption enjoyed by our delivery center located in Gurgaon under the SEZ scheme from 100% to
50% starting in fiscal 2013. However, we expect to expand the operations in our delivery centers located in other SEZs that are still in their initial five years of operations and therefore eligible for 100% income tax exemption.”

Item 18. Financial Statements

Notes to Consolidated Financial Statements

 Note 23. Income Taxes, page F-63

3.
We note your disclosure regarding the tax holidays and incentives available to the company in the various countries in which you do business. For all periods
presented, tell us the aggregate dollar per share effect on earnings per share for these tax programs and, if material, tell us how you considered disclosing this information pursuant to SAB Topic 11C.

The Company advises the Staff that it has disclosed in its fiscal 2012 Form 20-F the aggregate dollar effect for the tax holidays and
incentives available to the Company as follows:

 On page 75 of its fiscal 2012 Form 20-F under “Item 5. Operating and
Financial Review and Prospects — Income Taxes”, the Company disclosed the aggregate dollar effect of $1.7 million for the tax holidays and incentives available to the Company in fiscal 2012 as follows:

“We incurred minimal income tax expense on our operations in Sri Lanka and the Philippines and in connection with our SEZ operations
in India, in fiscal

 February 5, 2013

  Page
 4

 LATHAM & WATKINS LLP

2012 as a result of the tax holidays described above, compared to approximately $1.7 million that we would have incurred if the tax holidays had not been available for the period.”

 On page 74 of its fiscal 2012 Form 20-F under “Item 5. Operating and Financial Review and Prospects — Income
Taxes” and on page 21 of its fiscal 2012 Form 20-F under “Item 3. Key Information — D. Risk Factors — Risks Related to Key Delivery Locations — If the tax benefits and other incentives that we currently enjoy are
reduced or withdrawn or not available for any other reason, our financial condition would be negatively affected”, the Company included the following disclosures, respectively, that disclosed the aggregate dollar effect of $14 million for the
tax holidays and incentives available to the Company in fiscal 2011.

 Page 74:

“We incurred minimal income tax expense on our Indian operations in fiscal 2011 as a result of this tax exemption, compared to
approximately $13.6 million that we would have incurred if the tax exemption had not been available for the period.”

Page 21:

“We incurred minimal income tax expense on our Sri Lanka operations in fiscal 2011 as a result of the tax holiday, compared to
approximately $0.5 million that we would have incurred if the tax holiday had not been available for the period.”

 The
Company further advises the Staff that, in response to the Staff’s comment, in its future filings on Form 20-F, the Company will include the additional disclosure below in Note 23 to its consolidated financial statements.

“If the income tax exemption was not available, the additional income tax expense at the respective statutory rates in India and Sri
Lanka would have been approximately $1,707 and $14,029 for the years ended March 31, 2012 and 2011, respectively. Such additional tax would have decreased the basic and diluted income per share for the year ended March 31, 2012 by $0.04
and $0.04, respectively ($0.32 and $0.31, respectively, for the year ended March 31, 2011).”

4.
You state on page F-66 that a deferred tax asset is not recognized in some of the group entities for the unused tax losses amounting to $45,945. Please clarify
whether the $45,945 is the amount of the unused tax losses or the amount of the unrecognized deferred tax asset. In addition, considering your recent history of pre-tax income, please explain further the factors you considered in concluding it is
not probable that future taxable profit will be available against which the unused tax losses can be utilized. We refer you to paragraphs 35 — 36 of IAS 12. To the extent that the unused losses relate to certain jurisdictions in which you have
a recent history of losses, revise your disclosures to clarify as such.

 The Company advises the Staff that
the amount of $45,945 represents primarily the unused tax losses for which no deferred tax asset has been recognized as these losses

 February 5, 2013

  Page
 5

 LATHAM & WATKINS LLP

relate to certain tax jurisdictions where the Company’s group entities have had past losses and there is no conclusive evidence to support the view that sufficient taxable profit will be
generated by such group entities in the future to offset such losses or there is uncertainty in the treatment of such losses under the tax laws of the relevant jurisdictions. The Company further advises the Staff that in determining whether future
taxable profit will be available against which the unused tax losses can be utilized, the Company has considered whether the relevant group entities have a recent history of losses or whether there is reasonable basis to support the view that
sufficient taxable profit will be generated in the future by such group entities.

 The Company notes the Staff’s comment
and advises the Staff that, in response to the Staff’s comment, in its future filings on Form 20-F, the Company will clarify the disclosure in Note 23 to its consolidated financial statements as follows.

“There are unused tax losses amounting to $45,945 for which no deferred tax asset has been recognized as these losses either relate
to certain tax jurisdictions where the group entities have had past losses and there is no conclusive evidence to support the view that sufficient taxable profit will be generated by such group entities in the future to offset such losses or there
is uncertainty in the treatment of such losses under the tax laws of the relevant jurisdictions. The expiry dates of the tax benefit for these losses depend on the local tax laws of each jurisdiction and, if not utilized, would expire on various
dates starting from financial year 2014 till 2020. However in UK, Sri Lanka and Australia there is no expiry period for the unused tax losses.”

 In responding to our comments, please provide a written statement from the company acknowledging that:

•

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the
filing; and

•

 the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws
of the United States.

 The Company supplementally provides the Staff, as requested, in Annex A hereto its
representation letter.

 *    *    *    *    *

 Please contact the undersigned at (011) 65-6437-5406 if you have any questions or require additional information
concerning the foregoing.

 February 5, 2013

  Page
 6

 LATHAM & WATKINS LLP

Very truly yours,

 /s/ Min Yee Ng

Min Yee Ng

of LATHAM & WATKINS LLP

cc:
Deepak Sogani

 Group CFO

 WNS (Holdings) Limited

 Sai Venkateshwaran

 Partner, Audit

Grant Thornton

 ANNEX A

 WNS

 Extending Your Enterprise

 February 5, 2013

 Via EDGAR and E-mail

Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:
Kathleen Collins, Accounting Branch Chief

 Megan Akst, Staff Accountant

Re:
WNS (Holdings) Limited

Form 20-F and Form 20-F/A for Fiscal Year Ended March 31, 2012

Filed April 26, 2012 and July 20, 2012, respectively

File No. 001-32945

Ladies and Gentlemen:

Reference is made to the Company’s responses to the Staff’s comment letter dated February 1, 2013. The Company hereby
acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the
filing; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

Very truly yours,

WNS (Holdings) Limited

By:

 /s/ Deepak Sogani

Name:

Deepak Sogani

Title:

Group Chief Financial Officer

February 1, 2013

Via E -mail
Deepak Sogani
Chief Financial Officer
WNS (Holdings) Limited
Gate 4, Godrej & Boyce Complex
Pirojshanag ar, Vikhroli  (W)
Mumbai,  400 079,

Re: WNS (Holdings) Limited
 Form 20-F & Form 20 -F/A for Fiscal Year Ended March 31, 2012
Filed April 26, 2012 and July 20, 2012, respectively
File No. 001-32945

Dear Mr. Sogani:

We have reviewed your filing s and have the following 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 within ten business days by amending your filing s, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe 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 filing s and the information you provide in
response to these comment s, we may have  additional comments.

Form 20 -F for the Fiscal Year Ended March 31, 2012

Item 5.  Operating and Financial Review and Prospects

Results of Operations, page 83

1. On page 72 you state  that your profit margin is largely a function of your asset utilization
and the rates you are able to recover for your services.  We further note the metrics
disclosed on page 73, which include your seat utilizatio n rate.  Please consider revising
your disclosures to include a discussion regarding these metrics and how they impacted
your results of operations, more  specifically your gross profit margins.   We refer you to
Section III.B of SEC Release 33 -6835 .

Deepak Sogani
WNS (Holdings) Limited
February 1, 2013
Page 2

 2. We note from your disclosures in Note 23 that the “effect of foreign tax rates in foreign
jurisdictions” significantly impacted your effective tax rate in both fiscal 2011 and 2012.
To the extent that one or more countries had a m ore significant im pact on your effective
tax rate , tell us your consideration to disclose this information and include a discussion
regarding how potential changes in such countries’ operations may impact your results of
operations. We refer you to Item 5A  of Form 20 -F and Section III.B of SEC Release 33 -
8350.

Item 18.  Financial Sta tements

Notes to Consolidated Financial Statements

Note 23.  Income Taxes, page F -63

3. We note your disclosure regarding the tax holidays and incentives available to the
company in the various countries in which you do business.   For all periods presented ,
tell us the aggregate dollar per share effect  on earnings per share for these tax programs
and, if material, tell us how you considered disclosing this information pursuant to SAB
Topic 11C.

4. You state on page F -66 that a deferred tax asse t is not recognized in some of the group
entities for the unused tax losses amounting to $45,945.  Please clarify whether the
$45,945 is the amount of the unused tax losses or the amount of the unrecognized
deferred tax asset.  In addition, c onsidering you r recent history of pre -tax income , please
explain further  the factors you considered in concluding it is not probable that future
taxable  profit will be available against which the unused tax losses can be utilized.  We
refer you to paragraphs 35 – 36 of IAS 12. To the extent that the unused  losses relate to
certain jurisdictions in which you have a recent history of  losses, revise your disclosures
to clarify as such.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

Deepak Sogani
WNS (Holdings) Limited
February 1, 2013
Page 3

  the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the  federal securities laws of the United States.

You may contact  Megan Akst , Staff Accountant , at (202) 551 -3407 if you have questions
regarding comments on the financial statements and re lated matters .  If you require further
assistance, do not hesitate  to contact me at (202) 551 -3499 .

Sincerely,

 /s/  Kathleen Collins

Kathleen Collins
Accounting Branch Chief

cc:  Via E -Mail
Min Yee Ng, Esq.
Latham & Watkins LLP

CORRESP
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filename1.htm

Correspondence

 [On letterhead of WNS (Holdings) Limited]

Date: November 30, 2011

 VIA EDGAR

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Attention:

Matthew Crispino

Mark P. Shuman, Branch Chief – Legal

Barbara C. Jacobs, Assistant Director

          Re:

WNS (Holdings) Limited

Registration Statement on Form F-3

Filed on October 12, 2011 and as amended on November 22, 2011

File No. 333-177250

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, WNS (Holdings) Limited (the “Company”) hereby requests acceleration of the effective date of the Registration Statement on Form
F-3 filed on October 12, 2011, as amended by Amendment No. 1 to the Registration Statement filed on November 22, 2011 (File No. 333-177250) (the “Registration Statement”) of the Company. The Company respectfully
requests that the Registration Statement be declared effective as of 5:00 p.m. EST on December 2, 2011, or as soon as practicable thereafter.

 The Company hereby acknowledges the following:

•

 should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to
delegated authority, declare the filing effective, it does not foreclose the Commission 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 and 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.

 The Company respectfully requests that a copy of
the written order from the Commission verifying the effective time and date of the Registration Statement be sent to its US counsel, Latham & Watkins LLP, Attention: Min Yee Ng by facsimile to (011) 65-6536-1171 or email at
min.yee.ng@lw.com.

 Thank you for your assistance in this matter. Please do not hesitate to call Min Yee Ng at
(011) 65-6437-5406 if you have any questions regarding this request.

Very truly yours,

WNS (Holdings) Limited

By:

 /s/ Alok Misra

Name: Alok Misra

Title: Group Chief Financial Officer

cc:

Michael W. Sturrock of Latham & Watkins LLP

Min Yee Ng of Latham &Watkins LLP

CORRESP
1
filename1.htm

Correspondence

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Rome

VIA EDGAR AND BY HAND

Frankfurt

San Diego

Hamburg

San Francisco

Division of Corporation Finance

Hong Kong

Shanghai

Securities and Exchange Commission

Houston

Silicon Valley

100 F Street, N.E.

London

Singapore

Washington, D.C. 20549

Los Angeles

Tokyo

Madrid

Washington, D.C.

Milan

 Attention: Matthew Crispino

File No. 041135-0005

 Mark P. Shuman, Branch Chief – Legal

Barbara C. Jacobs, Assistant Director

 Re: WNS (Holdings) Limited

   Registration Statement on Form
F-3

   Filed October 12, 2011

  File No. 333-177250

 Ladies and Gentlemen:

 On behalf of our client, WNS (Holdings) Limited, a company
organized under the laws of Jersey, Channel Islands (“WNS”), we are filing WNS’s Amendment No. 1 (“Amendment No. 1”) to the Registration Statement on Form F-3 (File No. 333-177250) filed with the Securities
and Exchange Commission (the “Commission”) on October 12, 2011 (the “Registration Statement”). For your ease of reference, we will hand-deliver to you three copies of Amendment No. 1 marked to show changes to the
Registration Statement.

 Set forth below is WNS’s response to the comments from the staff of the Division of Corporation
Finance (the “Staff”) of the Commission contained in the letter dated November 8, 2011 from the Staff (the “Comment Letter”). For your convenience, the Staff’s comments are reproduced in italics before each response.

 General

1.
 Because of the size and nature of the offering being registered on behalf of the selling shareholders compared to the number of your outstanding
shares, it is unclear whether that transaction should be viewed as a secondary offering eligible to be made on a shelf basis under Rule 415(a)(1)(i) or a primary, at-the-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

 November 22, 2011

  Page
 2

transaction and why the selling shareholders should not be viewed as underwriters. Refer to Interpretation 612.09 in our Security Act Rules Compliance and Disclosure Interpretations, available on
our website.

 Response: WNS respectfully submits to the Staff that the offering of 21,366,644 ordinary shares (the
“Shares”) of WNS, par value 10 pence per share (the “Ordinary Shares”), by Warburg Pincus Private Equity VIII, L.P. (“WP VIII”), Warburg Pincus International Partners, L.P. (“WPIP”) and Warburg Pincus
Netherlands International Partners I, C.V. (“WPIP CV I” and together with WP VIII and WPIP, the “Selling Shareholders”) is not a resale offering on behalf of WNS and that the Selling Shareholders are not, and should not be
considered, “underwriters” under Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”).

 Background

 On May 8, 2002, WNS entered into an Investment Agreement
(the “Investment Agreement”) with, among other investors, WP VIII, WPIP, WPIP CV I and Warburg, Pincus Netherlands International Partners II, C.V. (“WPIP CV II” and together with WP VIII, WPIP and WPIP CV I, “Warburg”)
pursuant to which an existing shareholder of WNS agreed to sell, and Warburg agreed to purchase, 12,040,000 Ordinary Shares. Under the Investment Agreement, Warburg had the right to appoint such number of directors to the WNS board of directors as
necessary to maintain a majority.

 On May 20, 2002, WNS entered into a Registration Rights Agreement (the “2002
Registration Rights Agreement”) with Warburg and another investor. The 2002 Registration Rights Agreement granted, subject to certain conditions, Warburg (and such other investor) certain demand registration rights entitling these shareholders
to require WNS to use its reasonable efforts to prepare and file a registration statement under the Securities Act. The 2002 Registration Rights Agreement also granted, subject to certain conditions, Warburg (and such other investor) certain
piggy-back registration rights entitling these shareholders to sell their respective Ordinary Shares in a registered offering of WNS. The 2002 Registration Rights Agreement expired in May 2007.

In July 2002, Warburg purchased an additional 10,429,835 Ordinary Shares from WNS, from which WNS used the proceeds to finance its 2003
acquisition of Town & Country Assistance Limited. WNS has been advised by Warburg that in February, May and October 2005, Warburg purchased an aggregate of 386,809 Ordinary Shares from certain individual shareholders.

WNS has been advised by Warburg that WPIP CV II was dissolved, and WPIP CV II transferred its Shares to WPIP CV I, in December 2004.

 In July 2006, WNS completed its initial public offering (“IPO”) and listed its American Depositary Shares
(“ADSs”), each representing one Ordinary Share, on the New York Stock Exchange. The Investment Agreement terminated upon the completion of the IPO. Prior to the IPO, Warburg owned 64.70% of WNS’s then-outstanding Ordinary Shares.
Warburg sold 1,490,000 of its Ordinary Shares in the

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 November 22, 2011

  Page
 3

IPO, following which Warburg owned 53.64% of the then-outstanding Ordinary Shares.

 On October 12, 2011, WNS entered into a Registration Rights Agreement (the “2011 Registration Rights Agreement”) with the Selling Shareholders, pursuant to which WNS granted, subject to
certain conditions, the Selling Shareholders, certain demand registration rights entitling the Selling Shareholders to require WNS to use its reasonable efforts to prepare and file, on not more than two occasions, a shelf registration statement on
Form F-3 or, if WNS is not eligible to file a registration statement on Form F-3, a non-shelf registration statement on Form F-1, under the Securities Act. Pursuant to the 2011 Registration Rights Agreement, WNS has also granted, subject to certain
conditions, the Selling Shareholders certain piggy-back registration rights entitling the Selling Shareholders to sell their Ordinary Shares in a registered offering of WNS.

 On October 12, 2011, WNS filed the Registration Statement to register the Shares held by the Selling Shareholders, pursuant to the 2011 Registration Rights Agreement.

Analysis

Interpretation 612.09 in the Division of Corporation Finance’s Securities Act Rules Compliance and Disclosure Interpretations
(“CD&I”) states that “The question of whether an offering styled a secondary one is really on behalf of the issuer is a difficult factual one, not merely a question of who receives the proceeds. Consideration should be given to
how long the selling shareholders have held the shares, the circumstances under which they received them, their relationship to the issuer, the amount of shares involved, whether the sellers are in the business of underwriting securities, and
finally, whether under all the circumstances it appears that the seller is acting as a conduit for the issuer.”

 Taking
these criteria in turn:

 How long the Selling Shareholders have held the Shares

WNS has been advised by Warburg that the Selling Shareholders acquired the Shares between 2002 and 2005. The initial acquisition of Shares
by the Selling Shareholders was over nine years ago, and WNS understands that the last acquisition of Shares by the Selling Shareholders was over six years ago. The significant period of time that the Selling Shareholders have held the Shares
indicates that the Selling Shareholders bore the market risk of holding the Shares as an investment, and not with a view to distribution.

 The circumstances under which the Selling Shareholders received the Shares

The Selling Shareholders acquired the Shares in bona fide private transactions in which they paid cash to the original selling
shareholder, WNS and certain other individuals. The Shares were not issued to the Selling Shareholders at a discount. All of the Shares were acquired before the IPO and before a public market existed

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 November 22, 2011

  Page
 4

for the Shares (or the ADSs). The facts surrounding the sale and issuance of the Shares do not support a conclusion that the Selling Shareholders were acquiring the securities for the purposes of
distributing them on behalf of WNS.

 We also note that this is not a circumstance where a company is trying to register shares
on a secondary basis using a registration statement on Form F-3 where the company is not itself eligible to register shares on a primary basis using that form. Here, WNS satisfies all of the criteria under Form F-3 for a primary offering of shares
on Form F-3—WNS has been subject to the requirements of Section 12 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for a period of at least 12 months, has filed in a timely manner all reports
required to be filed during that 12-month period and has a non-affiliate public float of more than $75 million—and therefore WNS is eligible to register both secondary and primary transactions on Form F-3. In fact, WNS is concurrently
registering a primary offering of its Ordinary Shares, including in the form of ADSs, with an aggregate initial offering price of up to $50,000,000 on the Registration Statement.

Finally, we understand the Staff has expressed concerns in recent years about certain types of transactions (some PIPE transactions and
transactions involving warrants or convertible notes, for example) where a company effectively creates a public market for its securities by registering securities on a secondary basis which it could not register on a primary basis. The current
transaction does not present these issues since it involves the registration by an already publicly traded company of Ordinary Shares that have been held for more than six years, by shareholders principally owned by private equity firms exercising
demand registration rights.

 The Selling Shareholders’ relationship to the issuer

The Selling Shareholders are collectively WNS’s largest shareholder. As of the date of the Registration Statement, the Selling
Shareholders collectively held 47.90% of WNS’s Ordinary Shares. As discussed above, WNS has been advised by Warburg that it acquired the Shares in the ordinary course of its business, has no arrangements with WNS or any other person to
participate in the distribution of WNS’s Ordinary Shares and prior to the initial purchase of the Shares, had no material arrangements or relationships with WNS. WNS understands that the acquisitions of the Shares were negotiated at arm’s
length with all the economic and market risks attendant to transactions of that kind.

 Prior to the IPO, under the Investment
Agreement (which terminated upon the completion of the IPO), Warburg had the right to appoint such number of directors to the WNS board of directors as necessary to maintain a majority. One of the current WNS directors, who has served on the WNS
board since May 2004, was appointed as a Warburg nominee prior to the IPO. The right to appoint directors is indicative of Warburg’s role as an investor, rather than as an underwriter. Warburg negotiated with WNS to have this right because WNS
understands Warburg believed that its ability to appoint directors was the best way for it to monitor its investment. Presumably, if Warburg purchased its Shares as an underwriter, it would not have been necessary to negotiate with WNS to appoint
directors because it would not have been planning to hold its WNS securities for the long term.

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 November 22, 2011

  Page
 5

 As disclosed in “Item 7. Major Shareholders and Related Party
Transactions—Related Party Transactions” in WNS’s most recently filed annual report on Form 20–F, since 2003, WNS has entered into agreements with certain investee companies of Warburg to provide business process outsourcing
services. WNS has also entered into agreements with certain other investee companies of Warburg under which WNS receives certain enterprise resource planning services from them. WNS also purchases equipment from certain investee companies of
Warburg. These relationships are commercial in nature and do not indicate an underwriter relationship.

 The amount of
securities involved

 The Comment Letter suggests that the Staff views as compelling the large number of Ordinary Shares
being registered compared with the number of outstanding Ordinary Shares. We note that the amount of securities involved is only one factor cited in C&DI 612.09 to be considered by the Staff in determining whether an offering by selling
shareholders is on behalf of an issuer. In addition, pursuant to the 2011 Registration Rights Agreement, as is typical, WNS was contractually required to register all of the Shares on a shelf registration statement upon the receipt of a demand
request from the Selling Shareholders. Further, as discussed above, this is not the type of PIPE or warrant/convertible note transaction with which we understand the Staff has had concerns in recent years.

Whether the Selling Shareholders are in the business of underwriting securities

WNS has been advised by Warburg that the Selling Shareholders are not in the business of underwriting securities. WNS understands that
Warburg is a private equity investor; it is in the business of buying and holding equity investments in a number of different companies.

 The additional terms and conditions of the transaction are also indicative of an investment, not an underwritten transaction. The Selling Shareholders have not and will not receive a commission or any
other remuneration from WNS if and when they sell their Shares. Furthermore, at the time the Selling Shareholders acquired the Shares, there had never been a public market for the Ordinary Shares (or the ADSs).

Whether under all the circumstances it appears that the seller is acting as a conduit for the issuer

In light of the fact that the initial investment by the Selling Shareholders was made over nine years ago, they have clearly made a
long-term investment in WNS. WNS understands that the Selling Shareholders are in the business of investing in and developing companies, not underwriting securities. They are in no sense alter egos of WNS or acting as a conduit for WNS. This
registration has none of the indicia of abuse which the Staff has focused on in the past when evaluating whether secondary offerings are actually disguised primary offerings. WNS will receive no financial benefits from the registration of the
Shares.

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 November 22, 2011

  Page
 6

 Conclusion

For the reasons stated above, WNS believes that the offering is not an indirect primary offering by WNS and that the Selling Shareholders
are not, and should not be, considered “underwriters” of the Shares within the meaning of Section 2(a)(11) of the Securities Act. We respectfully submit that sales by the Selling Shareholders pursuant to the Registration Statement
should be considered secondary offerings under Rule 415(a)(1)(i).

 Selling Stockholder, page 22

2.
Please tell us whether any of the selling stockholders 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 business and had any agreements or understandings, directly or indirectly, with any person to distribute the securities. If you are not able to so represent, please identify the selling
stockholders as underwriters.

 Response: WNS has been advised by Warburg that an affiliate of Bank of
America/Merrill Lynch has a passive, non-voting minority interest in the profits of the general partner of the Selling Shareholders.

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

Mail Stop 4561         A p r i l  2 8 ,  2 0 0 8   Ramesh Shah Chairman of the Board WNS North America Inc. 420 Lexington Avenue, Suite 2515 New York, NY 10170
Re: WNS (Holdings) Limited   Form 20-F for the Fiscal Year Ended March 31, 2007
Filed June 26, 2007 File No. 1-32945

Dear Mr. Shah:
We have completed our review of your Fo rm 20-F and related filings and have no
further comments at this time on the specific issues raised.
        S i n c e r e l y ,           Kathleen Collins
Accounting Branch Chief

CORRESP
1
filename1.htm

WNS (Holdings) Limited

LATHAM
& WATKINS llp

9 Raffles Place

#42-02 Republic Plaza

Singapore 048619

Tel:
+65.6536.1161 Fax: +65.6536.1171

www.lw.com

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April 22, 2008

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Valley

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D.C.

File
No. 041135-0005

VIA EDGAR AND FACSIMILE (202) 772 9210

Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4561

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Kathleen Collins, Accounting Branch Chief

Jennifer Thompson, Staff Accountant

Evan Jacobson, Staff Attorney

David Orlic, Special Counsel

    Re:

    WNS (Holdings) Limited

Form 20-F for the Fiscal Year Ended March 31, 2007 filed June 26, 2007

Form 6-K filed February 8, 2008

File No. 1-32945

Ladies and Gentlemen:

     We are counsel to WNS (Holdings) Limited, a company organized under the laws of Jersey,
Channel Islands (the “Company”).

     On behalf of the Company, set forth below is the Company’s responses to the Staff’s comment
letter dated April 8, 2008. For the Staff’s convenience, the Staff’s comments are set forth in
italics before each response.

Form 20-F for the Fiscal Year Ended March 31, 2007

Item 5. Operating and Financial Review and Prospects, page 35

    1.

    We note from your response to our prior comment 3 that your customer contracts do not
generally provide for a committed minimum volume of business or committed amounts of revenues,
and your clients only provide you with one to three month rolling forecasts of their service
requirements. Please disclose this information to your readers as part of your discussion of
your contracts, as we believe this provides your readers with useful information about the
customary terms of your contracts.

    The Company notes the Staff’s comment and advises the Staff that in its future filings on
Form 20-F, it will include the requested disclosure in its discussion of its contracts.

April 22, 2008

Page 2

LATHAM
& WATKINS llp

    The Company advises the Staff that it will include the additional disclosure below in
“— Overview — Revenue — Our Contracts” of the MD&A discussion in its annual report on
Form 20-F for the fiscal year ended March 31, 2008.

“Our clients customarily provide one to three month rolling forecasts of their service
requirements but our contracts with our clients do not generally provide for a committed
minimum volume of business or committed amounts of revenues.”

Form 6-K filed February 8, 2008

Financial Statements for the Nine Months Ended December 31, 2007

Note 13 — Transfer of Delivery Center to AVIVA

    2.

    We note from your response to our prior comment 18 that you believe the transfer of your Sri
Lanka facility to AVIVA through the transfer of your ownership interest in WNS CS
is analogous to a termination of a contract with a client and not a discontinued business
operation of a component of an entity as defined in paragraph 41 of SFAS 144. However, we also
note that you disclosed revenues and pre-tax profit generated from this contract in your Form
6-K, which indicates that you are able to clearly distinguish the operations and cash flows of
this Sri Lanka facility from the rest of your company. Given the above, please explain to us
in more detail how you determined that this facility was not a component of an entity as
defined in paragraph 41 of SFAS 144. Your response should identify the lowest level at which
you clearly distinguish operations and cash flows, and if necessary, should reconcile this
level to the fact that you appear to separately track the operations and cash flows of your
WNS CS subsidiary.

    The Company advises the Staff that it has concluded that the operations of WNS CS were not a
component of an entity as defined in paragraph 41 of SFAS 144 as they were not clearly
distinguishable from the rest of its BPO operations. Under paragraph 41 of SFAS 144, a
component of an entity comprises operations and cash flows that can be clearly
distinguished, operationally and for financial reporting purposes, from the rest of the
entity.

    Operationally, the Company managed WNS CS as part of its WNS Global BPO segment. WNS CS was
established as a separate legal entity at the request of AVIVA solely to facilitate a smooth
transfer to AVIVA in the event that AVIVA exercised its option to terminate the contract and
move the business processes provided by the Company in-house. If the Company was not under a
contractual obligation to AVIVA to set up a separate legal entity to perform the AVIVA
contract, the Company would have performed the AVIVA contract through its other subsidiary
in Sri Lanka, WNS Global Services Private Limited (“WNS Sri Lanka”). Other than the
AVIVA contract, the Company provided BPO services in Sri Lanka through WNS Sri Lanka. The
operations of WNS CS were not clearly distinguishable from the BPO operations of WNS Sri
Lanka or those of the rest of the Company. The Company believes the following factors
support this determination:

April 22, 2008

Page 3

LATHAM
& WATKINS llp

    •

    WNS Sri Lanka provides services to its clients under contractual agreements
that are similar to the contractual agreement between the Company and AVIVA, except for
the option to purchase the WNS CS Sri Lanka business that the Company had granted to
AVIVA.

    •

    The BPO services provided by WNS CS under the AVIVA contract are similar in nature,
bear similar degrees of risk and exhibit similar economic characteristics to other BPO
contracts entered into by the Company, including those performed by WNS Sri Lanka.

    •

    The degree of utilization of labor and capital per unit of process are generally
consistent across the BPO contracts entered into by the Company, including through WNS
CS and WNS Sri Lanka.

    •

    The Company utilizes similar WNS technology and telecommunications infrastructure
across its BPO businesses, including those conducted through WNS CS and WNS Sri Lanka.

    •

    Prior to the transfer of WNS CS to AVIVA, WNS Sri Lanka and WNS CS were located in
the same building under a single lease agreement. Upon the transfer of WNS CS to
AVIVA, the original lease agreement was terminated and separate lease agreements were
entered into in respect of the premises occupied by WNS Sri Lanka and WNS CS,
respectively. The floor space allocated to WNS CS under the new lease agreement
following its transfer to AVIVA was however less than that initially allocated to WNS
CS under the original lease agreement.

    •

    Not all of the employees of WNS CS were transferred to AVIVA. Some employees
remained with the Company at their option and other employees of the Company who were
previously not part of the operations of WNS CS were transferred to AVIVA at their
option. Certain employees in Sri Lanka were interchangeable between WNS CS and WNS Sri
Lanka.

From a cash flows perspective, the Company advises the Staff that the identifiable cash
flows associated with WNS CS are not largely independent of the cash flows of the Company’s
total operations in Sri Lanka and, to a lesser extent, the rest of the WNS Global BPO
segment due to the significance of shared functions and services within the Company, as
outlined below:

    •

    Corporate office expenses including salaries and related costs of the Company’s
senior management who invested time performing services related to the BPO operations
of WNS CS are not allocated to WNS CS.

    •

    Because WNS CS and WNS Sri Lanka were located in the same building, they shared
common costs, which included rental expenses for the shared premises, utility charges
and finance and administration support expenses. Each of WNS CS and WNS Sri Lanka has
to prepare standalone financial statements to satisfy their respective local statutory
reporting obligations. For purposes of

April 22, 2008

Page 4

LATHAM
& WATKINS llp

    satisfying their respective reporting obligations, such shared common costs were
allocated between WNS CS and WNS Sri Lanka.

    •

    Services of certain managers employed by WNS Sri Lanka also supported the operations
of WNS CS. Similarly, for purposes of satisfying their respective local statutory
reporting obligations, the salaries and related costs of such managers were allocated
between WNS CS and WNS Sri Lanka.

    •

    The final allocation of costs between WNS CS and WNS Sri Lanka were undertaken
annually and at the effective date of transfer of WNS CS to AVIVA to fulfill their
respective local statutory reporting obligations.

Furthermore, the Company evaluated the significance of the AVIVA contract performed by WNS
CS as compared to its business as a whole and concluded that the revenues and pre-tax
profits attributable to WNS CS were not quantitatively or qualitatively material. The
revenue and pre-tax profits attributable to the AVIVA contract are as follows:

    •

    Revenues from the AVIVA contract represented 1.9%, 3.3% and 1.1% of the Company’s
total revenues for the years ended March 31, 2007, 2006 and 2005, respectively.

    •

    Revenues from the AVIVA contract represented 1.8% and 2.7% of the Company’s total
revenues for the three months ended June 30, 2007 and 2006, respectively.

    •

    Revenues from the AVIVA contract represented 0.6% and 1.7% of the Company’s total
revenues for the nine months ended December 31, 2007 and 2006, respectively. WNS CS
was transferred to AVIVA with effect from July 2, 2007.

    •

    Pre-tax profits from the AVIVA contract represented 1.6% and 4.0% of the Company’s
consolidated pre-tax profits for the nine months ended December 31, 2007 and 2006,
respectively. The pre-tax profits from the AVIVA contract are based on the pre-tax
profits of WNS CS reported in its standalone financial statements prepared for local
statutory reporting purposes. The Company did not evaluate WNS
CS’ pre-tax profits on a regular basis throughout the year.

    •

    The reporting of the transfer of the AVIVA contract as part of continued operations
did not impact the Company’s trend in revenue or earnings, its compliance with
regulatory or other contractual requirements, nor did it have any impact on the
Company’s incentive compensation plans.

For the foregoing reasons, the Company believes that the operations of WNS CS were not
clearly distinguishable from its BPO operations in Sri Lanka and from its BPO operations
elsewhere and the lowest level at which cash flows are clearly distinguishable is with
respect to revenue and certain direct costs such as payroll within
the WNS Global BPO segment. The Company believes that
it would be impractical for it to view each contract with its clients as a component of an
entity as defined in paragraph 41 of SFAS 144.

April 22, 2008

Page 5

LATHAM
& WATKINS llp

General

    3.

    The Tandy representations must come directly from the Company, not from your counsel on
behalf of the Company. Please provide these representations in a separate letter from the
Company in tandem with your next response, if the response is submitted by your counsel.

    The Company supplementally provides the Staff, as requested, in Annex A hereto its
representation letter.

* * * * *

    Please contact the undersigned at (011) 65-6437-5406 if you have any questions or require
additional information concerning the foregoing.

    Very truly yours,

    /s/ Min Yee Ng

    Min Yee Ng

    of LATHAM & WATKINS LLP

    cc:

    Ramesh Shah

Chairman of the Board

WNS (Holdings) Limited

    Neeraj Bhargava

Group CEO

WNS (Holdings) Limited

    Alok Misra

Group CFO

WNS (Holdings) Limited

    Kapil K. Jain

Ernst & Young

Annex A

WNS

Extending Your Enterprise

    VIA EDGAR AND FACSIMILE
(202) 772 9210

Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4561

100 F Street, N.E.

Washington, D.C. 20549

Attention:      Kathleen Collins, Accounting Branch
Chief
Jennifer Thompson, Staff Accountant

Evan Jacobson, Staff Attorney

David Orlic, Special Counsel

April 22, 2008

LONDON
IPSWICH
NEW YORK
COLOMBO
GURGAON
MUMBAI
NASHIK
PUNE

    Re:

    WNS (Holdings) Limited

Form 20-F for the Fiscal Year Ended March 31, 2007 filed June 26, 2007

Form 6-K filed February 8, 2008

File No. 1-32945

Ladies and Gentlemen:

     Reference is made to the Company’s responses to the Staff’s comment letters dated February 28,
2008 and April 8, 2008. The Company hereby acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in the
filing;

    •

    Staff comments or changes to disclosure in response to Staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

    •

    the Company may not assert Staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

    Very truly yours,

WNS (Holdings) Limited

    By:
    /s/ Alok C. Misra

    Name:
    Alok C. Misra

    Title:
    Group CFO

WNS (Holdings) Ltd
22
Grenville Street
St. Heller, Jersey
Channel
Islands
www.wnsgs.com

Mail Stop 4561         A p r i l  8 ,  2 0 0 8   Ramesh Shah Chairman of the Board WNS North America Inc. 420 Lexington Avenue, Suite 2515 New York, NY 10170
Re: WNS (Holdings) Limited   Form 20-F for the Fiscal Year Ended March 31, 2007
Filed June 26, 2007 Form 6-K filed February 8, 2008
File No. 1-32945

Dear Mr. Shah:

We have reviewed your response letter dated March 24, 2008 in connection with
the above referenced filing[s]  and have the following comment.  If indicated, we think
you should revise your document in response to this comment.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detaile d as necessary in your explan ation.  In our comment, we
may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this inform ation, we may raise additional comments.
Unless otherwise noted, where prior comments ar e referred to they refer to our letter
dated February 28, 2008.

Form 20-F for the Fiscal Year Ended March 31, 2007

 Item 5 – Operating and Financial Review and Prospects, page 35

1. We note from your response to our prior comment 3 that your customer contracts
do not generally provide for a commi tted minimum volume of business or
committed amounts of revenues, and your clients only provide you with one to

Ramesh Shah
WNS (Holdings) Limited
April 8, 2008 Page 2
three month rolling forecasts of their serv ice requirements.  Please disclose this
information to your readers as part of your discussion of your contracts, as we
believe this provides your readers with useful information about the customary
terms of your contracts.
 Form 6-K filed February 8, 2008

 Financial Statements for the Nine Months Ended December 31, 2007

 Note 13 – Transfer of Delivery Center to AVIVA

2. We note from your response to our prior comment 18 that you believe the transfer
of your Sri Lanka facility to AVIVA th rough the transfer of  your ownership
interest in WNS CS is anal ogous to a termination of a contract with a client and
not a discontinued business ope ration of a component of an  entity as defined in
paragraph 41 of SFAS 144.  However, we  also note that you disclosed revenues
and pre-tax profit generated from this cont ract in your Form 6-K, which indicates
that you are able to clearly distinguish the operations and cash flows of this Sri
Lanka facility from the rest of your comp any.  Given the above,  please explain to
us in more detail how you determined that this facility was not a component of an entity as defined in paragraph 41 of SFA S 144.  Your response  should identify the
lowest level at which you cl early distinguish operations and cash flows, and if
necessary, should reconcile this level to the fact that you appear to separately
track the operations and cash flows of your WNS CS subsidiary.
 General

3. The Tandy representations must come di rectly from the Company, not from your
counsel on behalf of the Company.  Pleas e provide these representations in a
separate letter from the Company in tandem with your next response, if the
response is submitted by your counsel.

* * * * * * *

Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Please submit all correspondence and supplemental materials
on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your filing(s), you may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cover letter that keys your response to our comment and provides any
requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comm ents after reviewing any amendment and
your response to our comment.

Ramesh Shah
WNS (Holdings) Limited April 8, 2008 Page 3
You may contact Jennifer T hompson, Staff Accountant, at (202) 551-3737 if you
have any questions regarding comments on the financial statements and related matters.
Please address questions regard ing all other comments to Evan Jacobson, Staff Attorney,
at (202) 551-3428 or David Orlic, Speci al Counsel, at (202) 551-3503.  If you need
further assistance, you may contact me at (202) 551-3499.
        S i n c e r e l y ,           Kathleen Collins
Accounting Branch Chief

CORRESP
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WNS (HOLDINGS) LIMITED

LATHAM
& WATKINS llp

9 Raffles Place

#42-02 Republic Plaza

Singapore 048619

Tel:
+65.6536.1161 Fax: +65.6536.1171

www.lw.com

    FIRM / AFFILIATE OFFICES

Barcelona

New
Jersey

Brussels

New
York

    Chicago

    Northern Virginia

    Frankfurt

    Orange County

March 24,
2008

Hamburg
Hong Kong

Paris

San Diego

    London

    San Francisco

    Los Angeles

    Shanghai

Madrid

Silicon
Valley

    Milan

Singapore

    Moscow

Tokyo

    Munich

Washington,
D.C.

File
No. 041135-0005

VIA EDGAR AND FACSIMILE (202) 772 9210

Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4561

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Kathleen Collins, Accounting Branch Chief

Jennifer Thompson, Division of Corporate Finance

Evan Jacobson, Staff Attorney

David Orlic, Special Counsel

    Re:

    WNS (Holdings) Limited

Form 20-F for the Fiscal Year Ended March 31, 2007 filed June 26, 2007

Form 6-K filed February 8, 2008

File No. 1-32945

Ladies and Gentlemen:

     We are counsel to WNS (Holdings) Limited, a company organized under the laws of Jersey,
Channel Islands (the “Company”).

     On behalf of the Company, set forth below is the Company’s responses to the Staff’s comment
letter dated February 28, 2008. For the Staff’s convenience, the Staff’s comments are set forth in
italics before each response.

Form 20-F for the Fiscal Year Ended March 31, 2007

Item 5. Operating and Financial Review and Prospects, page 35

General

    1.

    Item 5.D. of Form 20-F requires registrants to include in their Operating and Financial
Review and Prospects disclosure a discussion of any known trends, uncertainties, demands,
commitments or events that are reasonably likely to have a material effect on a company’s net
sales or revenues, income from continuing operations, profitability, liquidity or capital
resources, or that would cause reported financial information not necessarily to be indicative
of future operating results or financial condition. See also SEC Release No. 33-6835. Please
tell us what

March 24, 2008

Page 2

LATHAM & WATKINS llp

    consideration you gave to including in this section a specific discussion of
these factors.

    The Company advises the Staff that it has considered the following factors in its
discussion in this section of its annual report on 20-F for the fiscal year ended March 31,
2007 (“Fiscal 2007 20-F”) and identifies the specific discussion of these factors
in the Fiscal 2007 20-F:

    •

    The Company’s share of revenue less repair payments from North America has
grown to 36.8% in fiscal 2007 from 28.3% in fiscal 2005. At the time of the
filing of the Fiscal 2007 20-F, the Company expected this trend to continue on
revenue less repair payments in the future and disclosed this in “—Overview
—Revenue — Revenue by Geography” of this section on page 38 of the Fiscal 2007
20-F.

    •

    In July 2006, the Company entered into a contract with one of its major
clients, British Airways, to replace their prior contract that was due to expire
in March 2007. Under the new contract, the parties agreed to change the basis of
pricing for a portion of the contracted services over a transition period from a
“per full time equivalent basis” to a “per unit transaction basis.” At the time
of the filing of the Fiscal 2007 20-F, the Company believed the change could have
the effect of reducing the amount of revenue that it receives under this contract
for the same level of services, but at the same time, the change would also allow
it to share benefits from increases in efficiency in performing services under
this contract. The Company was unable to ascertain the net effect of the change
in the basis of pricing at the time of the filing of the Fiscal 2007 20-F given
the limited period of providing contracted services under this new contract. In
addition, the effect of the change in the basis of pricing depends on the nature of the services (e.g. their scale and complexity) provided
by the Company under the contract, which may vary from time to time. However, the
Company has disclosed its view of the possible effects of the change in the basis
of pricing in “—Overview — Revenue — Our Contracts” of this section on page 39
of the Fiscal 2007 20-F.

    •

    The Company considers salary levels in India and its ability to efficiently
manage and retain its employees to significantly influence its cost of revenue.
At the time of the filing of the Fiscal 2007 20-F, the Company expected its
employee costs to increase as it continued to increase its headcount to service
additional business and as wages continued to increase in India and disclosed
this in “—Overview — Expenses — Cost of Revenue” of this section on page 40 of
the Fiscal 2007 20-F.

    •

    The Company’s selling, general and administrative (“SG&A”) expenses
primarily comprised employee costs for sale and marketing, general and
administrative and other support personnel, travel expenses, legal and
professional fees, share-based compensation expense, brand building expenses and
other general expenses not related to cost of revenue. At the time of the filing
of the Fiscal 2007 20-F, the Company expected SG&A expenses as a proportion of
revenue less repair payments to continue to

March 24, 2008

Page 3

LATHAM & WATKINS llp

    decline over the next few years. The
Company also expected such employee costs for general and administrative and
other support personnel to increase in fiscal 2008 but at a lower rate than the
increase in its revenue less repair payment. In addition, the Company expected
its employee costs associated with sales and marketing and related travel costs
to increase in fiscal 2008, and the variable component of the sales team costs
(that is based on the achievement of business targets set at the beginning of
each fiscal year) to increase in line with the overall business growth. The
Company disclosed these factors in “—Overview — Expenses — SG&A Expenses” of
this section on page 40 of the Fiscal 2007 20-F.

Results of Operations, page 45

    2.

    We note your analysis of results of operations on both a consolidated and a segmental basis.
Where you list more than one factor as contributing to a change in your results, please
quantify the impact of each factor, where possible, to provide your readers with
greater context for understanding your results.

    The Company notes the Staff’s comment and advises the Staff that in its analysis of results
of operations in future filings on Form 20-F, where it lists more than one factor as
contributing to a change in its results, it will, as requested, quantify the impact of each
factor, where possible. The Company supplementally provides to the Staff in Exhibit
A hereto its proposed presentation for its future filings on Form 20-F in response to
this comment marked to show changes against the relevant disclosure in its Fiscal 2007 Form
20-F.

    3.

    We note the discussion of your contracts on page 38. We note that most of your client
contracts are for multiple years. We also note that while these contracts can typically be
terminated by your clients with or without cause, you tend to have long-term relationships
with your clients. In light of these statements, please tell us how you considered disclosing
your backlog and analyzing changes in your backlog as part of providing context around changes
in your revenues from year to year. We remind you that one of the primary objectives of MD&A
is to give readers a view of the company through the eyes of management, and to do this,
companies should identify and address those key variables and other qualitative and
quantitative factors which are peculiar to and necessary for an understanding and evaluation
of the individual company. Please refer to Item 303(a) of Regulation S-K and to our Release
33-8350, available on our website at www.sec.gov/rules/interp/33-8350.htm, and advise
us of your intentions, if any, to revise your MD&A disclosures.

    The Company supplementally advises the Staff that while its clients customarily provide one
to three month rolling forecasts of their service requirements, its customer contracts do
not generally provide for a committed minimum volume of business or committed amounts of
revenues. The Company’s clients are not committed to place orders for the volume of
transactions indicated in the forecasts of services requirements that they provide to the
Company and they may change their forecasts at any time. The Company’s clients place orders
for service requirement on an as needed basis. In cases where the customer contract
provides for a minimum volume of business, there are termination at will provisions in the
individual

March 24, 2008

Page 4

LATHAM & WATKINS llp

    statements of work which continue to apply, and permit the customer to terminate
an individual statement of work without cause upon notice. As a result of the aforesaid
reasons, the Company is not able to analyze changes in backlog from year to year.

    4.

    We read on page 8 that your profit margin is largely a function of your asset utilization,
and one of the most significant components of your asset utilization is your seat utilization
rate. In light of these statements, please tell us how you considered disclosing your asset
utilization rate or your seat utilization rate and analyzing changes in these rates as part of
providing context around changes in your profitability from year to year. In this regard, we
note your disclosure of built up seats and used seats in your interim financial statements
within your Form 6-K filed February 8, 2008. We remind you that one of the primary objectives
of MD&A is to give readers a view of the company through the eyes of management, and to do
this, companies should identify and address those key variables and other qualitative and
quantitative factors which are peculiar to and necessary for an understanding and evaluation
of the individual company. We further remind you that these key variables and other factors
may be non-financial. Please refer to Item 303(a) of Regulation S-K and to our Release
33-8350, and advise us of your intentions, if any, to revise your MD&A disclosures.

    The Company supplementally advises the Staff that in its future filings on Form 20-F, it
will, as requested, revise its MD&A disclosure to include the additional disclosure below
after the section “—Overview — Expenses.”

    “Operating Data

    Our profit margin is largely a function of our asset utilization and the rates we are able
to recover for our services. One of the most significant components of our asset
utilization is our seat utilization rate which is the average number of work shifts per
day, out of a maximum of three, for which we are able to utilize our work stations.
Generally, an improvement in the seat utilization rate will improve our profitability
unless there are other factors which increase our costs such as an increase in lease
rentals, large ramp-ups to build new seats, and increases in costs related to repairs and
renovations to our existing or used seats. In addition, an increase in seat utilization
rate as a result of an increase in the volume of work will generally result in a lower cost
per seat and a higher profit margin as the total fixed costs of our built up seats remain
the same while each seat is generating more revenue.

    The following table presents certain operating data as of the dates indicated:

    As of March 31,

    2007

    2006

    2005

    Total head count

    15,084

    10,433

    7,176

    Built up seats (1)

    8,794

    6,534

    4,603

    Used seats (1)

    7,769

    5,004

    3,832

    Seat utilization rate (2)

    1.7

    1.6

    1.6

    Notes:

    (1)

    Built up seats refer to the total number of production seats (excluding
support functions like Finance, Human Resource and Administration) that are set up in
any premises. Used seats refer to the number of

March 24, 2008

Page 5

LATHAM & WATKINS llp

    built up seats that are being used by
employees. The remainder would be termed “vacant seats.” The vacant seats would get
converted into used seats when we acquire a new client or increase head count.

    (2)

    The seat utilization rate is calculated by dividing the total head count by
the number of built up seats to show the rate at which we are able to utilize our
built up seats.”

    5.

    We note your analysis of segmental operating income on pages 49 and 50. Please consider
providing your readers with better insight into the impact of segmental cost of revenues as
opposed to segmental selling, general and administrative expenses when analyzing changes in
your segmental operating income, particularly if these types of expenses experience differing
trends. Please also disclose either here or in your segment footnote how centrally incurred
costs such as selling, general and administrative expenses are allocated to your reportable
segments, as we believe this provides your readers with important insight into your
determination of segmental operating income. Refer to paragraph 31(b) of SFAS 131.

    The Company advises the Staff that in its future filings on Form 20-F, it will, as
requested, revise its segmental disclosure to provide a breakdown of cost of revenues and
SG&A expenses on a segmental basis. Substantially all SG&A expenses are incurred and
recorded for each reportable segment separately. The salary costs of the Company’s
employees who are not designated as belonging to either of the business segments, such as
our Group Chief Executive Officer and Group Chief Financial Officer, are allocated to the
WNS Global BPO segment as substantially all of their work done for the Company relates to
this business segment. The Company has certain corporate office expenses comprising
primarily of salary costs of employees who had spent time performing services related to
both the WNS Global BPO segment and the WNS Auto Claims BPO segment. However, as the costs
allocable to the WNS Auto Claims BPO segment were insignificant, representing approximately
1% of the SG&A expenses allocable to the WNS Auto Claims BPO segment for each of fiscal
2007, 2006 and 2005, these costs were not allocated to the WNS Auto Claims BPO segment.
Other than these insignificant corporate office expenses, there are no centrally incurred
SG&A expenses that require allocation between the two reportable segments. The Company
supplementally provides to the Staff in Exhibit A hereto its proposed presentation
for its future filings on Form 20-F in response to this comment marked to show changes
against the relevant disclosure in its Fiscal 2007 Form 20-F.

Liquidity and Capital Resources, page 52

    6.

    Please refer to your analysis of cash flows from operating activities. We remind you that
you should analyze the underlying reasons for changes in your cash flows and explain the
variability in your cash flows, rather than merely reciting the information seen on the face
of your cash flow statement. Please refer to Section IV of our Release 33-8350 and tell us of
your intentions, if any, to revise your disclosures accordingly.

    The Company advises the Staff that in its future filings on Form 20-F, it will, as
requested, revise its analysis of cash flows from operating activities to analyze the
underlying reasons for changes in its cash flows and explain the variability in its cash
flows. The Company supplementally provides to the Staff in Exhibit A hereto its

March 24, 2008

Page 6

LATHAM & WATKINS llp

    proposed presentation for its future filings on Form 20-F in response to this comment
marked to show changes against the relevant disclosure in its Fiscal 2007 Form 20-F.

Item 6 — Directors, Senior Management and Employees, page 54

    7.

    On page 57 of this section you disclose the aggregate com

CORRESP
1
filename1.htm

WNS (Holdings) Limited

LATHAM
& WATKINS llp

9 Raffles Place

#42-02 Republic Plaza

Singapore 048619

Tel:
+65.6536.1161 Fax: +65.6536.1171

www.lw.com

    FIRM / AFFILIATE OFFICES

Barcelona

New
Jersey

Brussels

New
York

Chicago

Northern
Virginia

March 12,
2008

Frankfurt
Hamburg

Orange
County
Paris

Hong
Kong

San
Diego

London

San
Francisco

Los
Angeles

Shanghai

Madrid

Silicon
Valley

Milan

Singapore

Moscow

Tokyo

Munich

Washington,
D.C.

File
No. 041135-0005

VIA EDGAR AND FACSIMILE (202) 772-9210

Securities and Exchange Commission

Mail Stop 4-06

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Kathleen Collins, Accounting Branch Chief

Jennifer Thompson, Staff Accountant

Evan Jacobson, Staff Attorney

David Orlic, Special Counsel

    Re:

    WNS (Holdings) Limited

Form 20-F for the Fiscal Year Ended March 31, 2007 filed June 26, 2007

Form 6-K filed February 8, 2008

File No. 1-32945

Ladies and Gentlemen:

     We are counsel to WNS (Holdings) Limited, a company organized under the laws of Jersey,
Channel Islands (the “Company”). The Company received a comment letter dated February 28,
2008 regarding the Staff’s review of the Company’s Form 20-F for the fiscal year ended March 31,
2007 and the Company’s Form 6-K filed on February 8, 2008. The comment letter indicated that the
company should respond to the comments within ten business days (i.e., March 13, 2008) or tell you
when the Company will provide you with a response. The Company is in the process of undertaking
the appropriate work to formulate thorough responses to the Staff’s comments and intends to respond
to the Staff’s comments by Monday, March 31, 2008. The Company appreciates the extension.

     Please contact the undersigned at (011) 65-6437 5406 if you have any questions.

    Very truly yours,

    /s/ Min Yee Ng

    Min Yee Ng

of LATHAM & WATKINS LLP

    cc:

    Ramesh Shah

Chairman of the Board

WNS (Holdings) Limited