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WNS Reports Second Quarter Net Loss of $10.5 million

Thursday November 15 9:00 AM

WNS (Holdings) Limited (NYSE: WNS), a leading provider of offshore business process outsourcing (BPO) services, today announced results for the quarter ended September 30, 2007 and reiterated its guidance for fiscal 2008.

"We were able to deliver over 35% quarter-on-quarter growth in revenue less repair payments. Our sales pipeline is at its strongest for the year and we have been particularly successful with expanding existing client relationships during the quarter" said Neeraj Bhargava, Group Chief Executive Officer. "Further, our organization-wide focus on reducing employee attrition has begun to show encouraging results."

WNS recorded a basic loss per share of 25 cents due to a one-time impairment charge of $15.5 million in respect of goodwill and intangible assets and costs related to the continued redeployment of resources associated with the bankruptcy of First Magnus Financial Corporation or First Magnus. Basic income per share (excluding share-based compensation and related fringe benefit taxes, amortization and impairment of goodwill and intangible assets) was 19 cents for the quarter.

"We continue to minimize the impact of the loss of First Magnus as a client through initiatives such as a rapid redeployment of employees, the deferral of planned infrastructure expansion and a reduction in discretionary costs," said Mr. Bhargava. "These factors have collectively enabled us to perform better than we had expected for the quarter."

Financial Highlights: Fiscal Second Quarter Ended September 30, 2007

-- Quarterly revenue of $115.6 million, up 33.5% from the corresponding quarter last year.

-- Quarterly revenue less repair payments of $71.7 million, up 35.4% from the corresponding quarter last year.

-- Quarterly net loss of $10.5 million, down from net income of $6.0 million for the corresponding quarter last year.

-- Quarterly net income (excluding share-based compensation and related fringe benefit taxes, amortization and impairment of goodwill and intangible assets) of $8.0 million, up 8.4% from the corresponding quarter last year.

-- Quarterly basic loss per share of 25 cents, down from basic income per share of 16 cents for the corresponding quarter last year.

-- Quarterly basic income per share (excluding share-based compensation and related fringe benefit taxes, amortization and impairment of goodwill and intangible assets) of 19 cents, compared with 19 cents for the corresponding quarter last year.

-- Cash flows from operating activities of $15.5 million for the six months ended September 30, 2007, up from $7.9 million for the six months ended September 30, 2006

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

Fiscal 2008 Guidance

WNS reiterates its October 3, 2007 guidance for fiscal 2008:

-- Revenue less repair payments is expected to be between $290 million and $295 million

-- Net income (excluding share-based compensation and related fringe benefit taxes, amortization and impairment of goodwill and intangible assets) is expected to be between $33.0 million to $ 35.0 million.

"We are confident of achieving our projected profitability for the year despite pressure from currency appreciation and the loss of First Magnus as a client," said Mr. Bhargava.

Conference Call

WNS will host a conference call on November 15, at 8 a.m. (EST) to discuss the company's quarterly results. To participate, callers can dial 1-800-295-3991 from within the U.S. or +1-617-614-3924 from any other country. The participant passcode is 1352836. A replay will be made available online at www.wnsgs.com for a period of three months beginning two hours after the end of the call.

About WNS

WNS is a leading provider of offshore business process outsourcing, or BPO, services. We provide comprehensive transactional, analytic and customer care services that are underpinned by expertise in our target industry sectors. We transfer the execution of the business processes of our clients, which are typically companies located in Europe and North America, to our global delivery centers. We provide high quality execution of client processes, monitor these processes against multiple performance metrics, and improve them on a continuous basis.

Our ADSs are listed on the New York Stock Exchange. For more information, please visit our website at www.wnsgs.com.

About Non-GAAP Financial Measures

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

The amounts invoiced to WNS clients for payments made by WNS to third-party repair centers are reported as revenue. As the company wholly subcontracts the repairs to the repair centers, it evaluates its financial performance based on revenue less repair payments to third party repair centers, which is a non-GAAP measure.

WNS believes revenue less repair payments reflects more accurately the value addition of the business process services it directly provides to its clients. The presentation of this non-GAAP information is not meant to be considered in isolation or as a substitute for the company's financial results prepared in accordance with U.S. GAAP. WNS revenue less repair payments may not be comparable to similarly titled measures reported by other companies due to potential differences in the method of calculation.

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

This news release contains forward-looking statements, as defined in the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those that may be projected by these forward looking statements. These risks and uncertainties include but are not limited to a slowdown in the U.S. and Indian economies and in the sectors in which our clients are based, a slowdown in the BPO and IT sectors world-wide, competition, the success or failure of our past and future acquisitions, attracting, recruiting and retaining highly skilled employees, technology, legal and regulatory policy as well as other risks detailed in our reports filed with the U.S. Securities and Exchange Commission. These filings are available at www.sec.gov. We may, from time to time, make additional written and oral forward-looking statements, including statements contained in our filings with the Securities and Exchange Commission and our reports to shareholders. You are cautioned not to place undue reliance on these forward-looking statements, which reflect management's current analysis of future events. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

                        WNS (HOLDINGS) LIMITED
     CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
       (Amounts in thousands, except share and per share data)

                                Three months ended   Six months ended
                                    September 30,      September 30,
                                --------------------------------------
                                    2007      2006     2007     2006
                                --------------------------------------

Revenue
 Third parties                      $114,679 $84,856 $226,487 $133,905
 Related parties                         899   1,734    1,614    5,711
                                --------------------------------------
                                     115,578  86,590  228,101  139,616
Cost of revenue                       92,468  67,337  182,674  104,767
                                --------------------------------------
Gross profit                          23,110  19,253   45,427   34,849
Operating expenses
 Selling, general and
  administrative expenses             18,782  12,076   33,504   22,207
 Amortization of intangible
  assets                                 479     480    1,308      951
 Impairment of goodwill and
  intangible assets                   15,465       -   15,465        -
                                --------------------------------------
Operating (loss) income             (11,616)   6,697  (4,850)   11,691
Other income (expense), net            2,222    (48)    4,908     (81)
Interest expense                           -    (68)        -    (101)
                                --------------------------------------
(Loss) income before income
 taxes                               (9,394)   6,581       58   11,509
Provision for income taxes           (1,060)   (557)  (2,073)    (892)
                                --------------------------------------
Net (loss) income                  $(10,454)  $6,024 $(2,015)  $10,617
                                ======================================

Basic (loss) income per share        $(0.25)   $0.16  $(0.05)    $0.29
Diluted (loss) income per share      $(0.25)   $0.15  $(0.05)    $0.27

Non-GAAP measure note:

In addition to its reported operating results in accordance with U.S. generally accepted accounting principles (US GAAP). WNS has included in the table below non-GAAP operating measures that the Securities and Exchange Commission defines as "non-GAAP financial measures". Management believes that such non-GAAP financial measures, when read in conjunction with the company's reported results, can provide useful supplemental information for investors analyzing period to period comparisons of the company's results. The non-GAAP financial measures disclosed by the company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations to those financial statements should be carefully evaluated.

Reconciliation of revenue less repair payments (non-        Amount in
 GAAP) to revenue (GAAP)                                     thousands
                          Three months ended      Six months ended
                        ----------------------------------------------
                         September   September September September 30,
                          30, 2007    30, 2006  30, 2007     2006
                        ----------------------------------------------

                        ----------------------------------------------
Revenue less repair
 payments (Non-GAAP)          71,736    52,964   141,508        98,473
Add: Payments to repair
 centers                      43,843    33,626    86,593        41,143
Revenue (GAAP)               115,579    86,590   228,101       139,616
                                                            Amount in
Reconciliation of cost of revenue (non-GAAP to GAAP)         thousands
                              Three months ended    Six months ended
                              ----------------------------------------
                              September September September September
                               30, 2007  30, 2006  30, 2007  30, 2006
                              ----------------------------------------

                              ----------------------------------------
Cost of revenue (Non-GAAP)     48,625    33,711    96,081     63,624
Add: Payments to repair
 centers                       43,843    33,626    86,593     41,143
Cost of revenue (GAAP)         92,469    67,337    182,674   104,767
Reconciliation of selling, general and administrative       Amount in
 expense (non-GAAP to GAAP)                                  thousands
                              Three months ended    Six months ended
                              ----------------------------------------
                              September September September September
                               30, 2007  30, 2006  30, 2007  30, 2006
                              ----------------------------------------

                              ----------------------------------------
Selling, general and
 administrative expenses
 (excluding share-based
 compensation expense and
 related fringe benefit
 taxes) (Non-GAAP)             16,981    11,319    30,713     21,238
Add: Share-based compensation
 expense                        1,175      757      2,164      969
Add: Fringe benefit taxes on
 options exercised               627        -        627        -
Selling, general and
 administrative expenses
 (GAAP)                        18,783    12,076    33,504     22,207
                                                            Amount in
Reconciliation of operating income (non-GAAP to GAAP)        thousands
                              Three months ended    Six months ended
                              ----------------------------------------
                              September September September September
                               30, 2007  30, 2006  30, 2007  30, 2006
                              ----------------------------------------

                              ----------------------------------------
Operating income (excluding
 share-based compensation and
 related fringe benefit
 taxes, amortization and
 impairment of goodwill and
 intangible assets) (Non-
 GAAP)                          6,873     8,087    15,972     13,764
Less: Share-based
 compensation expense           1,918      910      3,423     1,122
Less: Amortization of
 intangible assets               479       480      1,308      951
Less: Impairment of goodwill
 and intangible assets         15,465       -      15,465       -
Less: Fringe benefit taxes on
 share-based compensation        627        -        627        -
Operating (loss) income
 (GAAP)                       (11,616)    6,697    (4,850)    11,691
                                                            Amount in
Reconciliation of net income (non-GAAP to GAAP)              thousands
                              Three months ended    Six months ended
                              ----------------------------------------
                              September September September September
                               30, 2007  30, 2006  30, 2007  30, 2006
                              ----------------------------------------

                              ----------------------------------------
Net income (excluding share-
 based compensation and
 related fringe benefit
 taxes, amortization and
 impairment of goodwill and
 intangible assets) (Non-
 GAAP)                          8,035     7,414    18,807     12,690
Less: Share-based
 compensation expense           1,918      910      3,423     1,122
Less: Amortization of
 intangible assets               479       480      1,308      951
Less: Impairment of goodwill
 and intangible assets         15,465       -      15,465       -
Less: Fringe benefit taxes on
 options exercised               627        -        627        -
Net income (GAAP)             (10,454)    6,024    (2,015)    10,617
Reconciliation of basic income per ADS (non-GAAP to GAAP)
                               Three months ended   Six months ended
                               ---------------------------------------
                               September September September September
                                30, 2007  30, 2006  30, 2007  30, 2006
                               ---------------------------------------

                               ---------------------------------------
Basic income per ADS
 (excluding share-based
 compensation and related
 fringe benefit taxes,
 amortization and impairment
 of goodwill and intangible
 assets) (Non-GAAP)              0.19      0.19      0.45      0.34
Less: Adjustments for share-
 based compensation and
 related fringe benefit taxes,
 amortization and impairment
 of goodwill and intangible
 assets                          0.44      0.03      0.50      0.05
Basic income per ADS (GAAP)     (0.25)     0.16     (0.05)     0.29
Reconciliation of diluted income per ADS (non-GAAP to GAAP)
                               Three months ended   Six months ended
                               ---------------------------------------
                               September September September September
                                30, 2007  30, 2006  30, 2007  30, 2006
                               ---------------------------------------

                               ---------------------------------------
Diluted income per ADS
 (excluding share-based
 compensation and related
 fringe benefit taxes,
 amortization and impairment
 of goodwill and intangible
 assets) (Non-GAAP)              0.19      0.18      0.44      0.32
Less: Adjustments for share-
 based compensation and
 related fringe benefit taxes,
 amortization and impairment
 of goodwill and intangible
 assets                          0.44      0.03      0.49      0.05
Diluted income/(loss) per ADS
 (GAAP)                         (0.25)     0.15     (0.05)     0.27
                        WNS (HOLDINGS) LIMITED
                CONDENSED CONSOLIDATED BALANCE SHEETS
       (Amounts in thousands, except share and per share data)

                                                As of         As of
                                             September 30,   March 31,
                                                 2007          2007
                                             (Unaudited)
                                            --------------------------
ASSETS
Current assets
  Cash and cash equivalents                        $96,615    $112,340
  Bank deposits                                          -      12,000
  Accounts receivable, net of allowance of
   $1,741 and $364, respectively                    47,356      40,592
  Funds held for clients                             6,097       6,589
  Employee receivable                                1,452       1,289
  Prepaid expenses                                   3,637       2,162
  Prepaid income taxes                               2,647       3,225
  Deferred tax assets                                  744         701
  Other current assets                               7,455       4,524
                                            --------------------------
    Total current assets                           166,003     183,422

Goodwill                                            54,279      37,356
Intangible assets, net                               9,172       7,091
Property and equipment, net                         53,016      41,830
Deposits                                             7,398       3,081
Deferred tax assets                                  7,037       3,101
                                            --------------------------
TOTAL ASSETS                                      $296,905    $275,881
                                            ==========================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
  Accounts payable                                 $18,180     $18,751
  Accrued employee costs                            20,525      18,492
  Deferred revenue - current                         7,319       9,827
  Income taxes payable                               2,139          88
  Obligations under capital leases -
   current                                               6          13
  Deferred tax liabilities                             225           -
  Other current liabilities                         24,926      16,239
                                            --------------------------
    Total current liabilities                       73,320      63,410

Deferred revenue - non current                       4,169       5,051
Deferred rent                                          858       1,098
Accrued pension liability                            1,211         771
Deferred tax liabilities - non current               2,280          23

Shareholders' equity:
  Ordinary shares, $0.16 (GBP 0.10) par
   value; Authorized 50,000,000 shares
  Issued and outstanding: 42,066,106 and
   41,842,879 shares, respectively                   6,564       6,519
  Additional paid-in-capital                       160,792     154,952
  Ordinary shares subscribed, nil and
   30,022 shares, respectively                           -         137
  Retained earnings                                 27,324      30,685
  Accumulated other comprehensive income            20,387      13,235
                                            --------------------------
    Total shareholders' equity                     215,067     205,528
                                            --------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY        $296,905    $275,881
                                            ==========================

Contact:

Investors:
WNS (Holdings) Limited
Jay Venkateswaran, +1 212-599-6960
Senior VP -- Investor Relations
ir@wnsgs.com
or
Media:
Gutenberg Communications
U.S.
Mike Sherrill, +1 212-239-8741
msherrill@gutenbergpr.com
or
India:
Pranav Kumar, +91 11 41324969
pranav@gutenbergpr.com

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