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WNS Announces Quarterly Earnings; Raises Net Income Guidance for Fiscal 2008

Thursday, February 7, 2008
Third Quarter Net Income decreases 23.1%; Net Income (excluding share-based compensation, related fringe benefit taxes and amortization of intangible assets) decreases 8.9% Revenue Increases 13.4%; Revenue Less Repair Payments Increases 29.5%, Over Corresponding Quarter in the Prior Fiscal Year

NEW YORK & MUMBAI, India, Feb 07, 2008 (BUSINESS WIRE) -- WNS (Holdings) Limited (NYSE: WNS), a leading provider of offshore business process outsourcing (BPO) services, today announced results for the quarter ended December 31, 2007 and raised its net income guidance for fiscal 2008.

Revenue for the third fiscal quarter was $115.6 million, an increase of 13.4% over the corresponding quarter in the prior fiscal year. Revenue less repair payments of $74.1 million increased 29.5% over the same period a year ago. Revenue less repair payments for the quarter did not include any revenue contribution from First Magnus Financial Corporation due to its bankruptcy filing in August 2007. However, revenue less repair payments for the corresponding quarter in the prior fiscal year included $3.8 million of revenue from this client.

Net income for the third fiscal quarter was $5.5 million, a decrease of 23.1% over the corresponding quarter in the prior fiscal year. Net income (excluding share-based compensation, related fringe benefit taxes and amortization of intangible assets) was $8.1 million, a decrease of 8.9% from the corresponding quarter last year. This decrease is primarily due to the appreciation of the Indian Rupee against the US Dollar.

WNS recorded a basic income per share of $0.13. Basic income per share (excluding share-based compensation, related fringe benefit taxes and amortization of intangible assets) was $0.19 for the quarter.

"With a solid third quarter behind us and the continued secular growth trend in offshore BPO, we remain focused on growth," said Neeraj Bhargava, Group Chief Executive Officer. "With low mortgage and banking sector exposure, after the loss of First Magnus as a client, and a steady flow of opportunities in other sectors we are optimistic about growth even in a challenging economic environment."

Financial Highlights: Fiscal Third Quarter Ended December 31, 2007

-- Quarterly revenue of $115.6 million, up 13.4% from the corresponding quarter last year.

-- Quarterly revenue less repair payments of $74.1 million, up 29.5% from the corresponding quarter last year.

-- Quarterly net income of $5.5 million, down 23.1% from the corresponding quarter last year.

-- Quarterly net income (excluding share-based compensation, related fringe benefit taxes and amortization of intangible assets) of $8.1 million, down 8.9% from the corresponding quarter last year.

-- Quarterly basic income per share of 13 cents, down from basic income per share of 18 cents for the corresponding quarter last year.

-- Quarterly basic income per share (excluding share-based compensation, related fringe benefit taxes and amortization of intangible assets) of 19 cents, down from 22 cents for the corresponding quarter last year.

-- Cash flows from operating activities of $20.7 million for the nine months ended December 31, 2007, down from $26.4 million for the nine months ended December 31, 2006

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

Key Organizational Developments

WNS earlier announced it has strengthened its leadership team with the appointment of Alok Misra as its new CFO. He was previously the Chief Financial Officer of MphasiS Ltd., an EDS company.

"Alok has consistently demonstrated strong financial leadership for global services companies," said Mr. Bhargava. "As WNS expands its global footprint, Alok's significant experience and expertise will help drive the success of the company's overall business strategy. He is a valuable addition to the WNS management team."

WNS last month also announced the launch of its operation in Bucharest, Romania, for high-end finance and accounting and customer support services. The center will also be a hub for providing European language services.

WNS has also announced several awards during the past quarter that recognize the company's operational excellence and high-quality service delivery. These awards include:

-- Best Performing FAO Provider by Global Services and neo IT

-- Named as part of The Global Services 100 list for 2008 by Global Services and neo IT

-- WNS Assistance recognized as the Best Accident Management Company by the Auto Body Professionals Club, a UK automobile repair trade organization

-- The Best Achievement of Six Sigma in Outsourcing by Global Six Sigma experts and practitioners

-- The Golden Peacock Innovation Award by The Institute of Directors, India

-- The Supplier Innovation Award by KLM, a key travel client

-- Eric Selvadurai, Managing Director, WNS Europe, awarded the "Market Maker Award" by FAO Today magazine

Fiscal 2008 Guidance

WNS raises its November 14, 2007 guidance for fiscal 2008:

-- Revenue less repair payments is expected to be between $290 million and $295 million, in line with the company's previous guidance.

-- Net income (excluding share-based compensation and related fringe benefit taxes, amortization and impairment of goodwill and intangible assets) is expected to be between $34.0 million to $ 36.0 million. This represents a $1.0 million increase from the company's previous guidance of $33 million to $35 million.

"We are targeting better than expected profits for the year due to expansion of current client relationships, the accelerated growth of our analytics services businesses, and an ability to control costs, which have allowed us to weather pressure from currency appreciation and declines in mortgage revenue," said Mr. Bhargava.

Conference Call

WNS will host a conference call on February 8, 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 (NYSE: WNS) is a leading global Business Process Outsourcing company. Deep industry and business process knowledge, a partnership approach, comprehensive service offering and a proven track record enables WNS to deliver business value to some of the leading companies in the world. With over 17,000 employees, WNS is passionate about building a market leading company valued by our clients, employees, business partners, investors and communities. 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 INCOME
                             (UNAUDITED)
            (Amounts in thousands, except per share data)

                               Three months ended   Nine months ended
                                   December 31,        December 31,
                               --------------------------------------
                                  2007       2006     2007     2006
                               --------------------------------------

Revenue
 Third parties                    $114,781 $101,325 $341,268 $235,229
 Related parties                       864      674    2,478    6,386
                               --------------------------------------
                                   115,645  101,999  343,746  241,615
Cost of revenue                     91,862   81,250  274,536  186,017
                               --------------------------------------
Gross profit                        23,783   20,749   69,210   55,598
Operating expenses
 Selling, general and
  administrative expenses           17,777   13,973   51,282   36,180
 Amortization of intangible
  assets                               897      490    2,205    1,441
 Impairment of goodwill and
  intangible assets                      -        -   15,464        -
                               --------------------------------------
Operating income                     5,109    6,286      259   17,977
Other income (expense), net          2,052    1,331    6,963    1,250
Interest expense                      (21)        -     (23)    (101)
                               --------------------------------------
Income before income taxes           7,140    7,617    7,199   19,126
Provision for income taxes         (1,686)    (525)  (3,759)  (1,418)
                               --------------------------------------
Net income                          $5,454   $7,092   $3,440  $17,708
                               ======================================

Basic income per share               $0.13    $0.18    $0.08    $0.47
Diluted income per share             $0.13    $0.17    $0.08    $0.44

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-GAAP)    Amount in
 to revenue (GAAP)                                           thousands
                          Three months ended      Nine months ended
                        ----------------------------------------------
                         December    December    December   December
                          31, 2007    31, 2006    31, 2007   31, 2006
                        ----------------------------------------------

                        ----------------------------------------------
Revenue less repair
 payments (Non-GAAP)         74,056      57,192     215,564    155,665
Add: Payments to repair
 centers                     41,589      44,807     128,182     85,950
Revenue (GAAP)              115,645     101,999     343,746    241,615

                                                        Amount in
Reconciliation of cost of revenue (non-GAAP to GAAP)    thousands
                              Three months
                                  ended        Nine months ended
                            -------------------------------------
                            December December December
                              31,      31,      31,    December
                              2007     2006     2007    31, 2006
                            -------------------------------------

                            -------------------------------------
Cost of revenue (Non-GAAP)    50,272   36,443  146,354    100,067
Add: Payments to repair
 centers                      41,589   44,807  128,182     85,950
Cost of revenue (GAAP)        91,862   81,250  274,536    186,017

                                                               Amount
Reconciliation of selling, general and administrative               in
 expense (non-GAAP to GAAP)                                  thousands
                                    Three months
                                        ended       Nine months ended
                                  ------------------------------------
                                  December December December
                                    31,      31,      31,    December
                                    2007     2006     2007    31, 2006
                                  ------------------------------------

                                  ------------------------------------
Selling, general and
 administrative expenses
 (excluding share-based
 compensation expense and FBT(1)
 (Non-GAAP)                         16,653   13,073   47,367    34,311
Add: Share-based compensation
 expense                               892      900    3,056     1,869
Add: FBT(1)                            232        -      859         -
Selling, general and
 administrative expenses (GAAP)     17,777   13,973   51,282    36,180

                                                             Amount in
Reconciliation of operating income (non-GAAP to GAAP)        thousands
                                   Three months
                                       ended        Nine months ended
                                 -------------------------------------
                                 December December December
                                   31,      31,      31,    December
                                   2007     2006     2007    31, 2006
                                 -------------------------------------

                                 -------------------------------------
Operating income (excluding
 share-based compensation,
 amortization of intangible
 assets, impairment of goodwill
 and intangible assets,and
 FBT(1)) (Non-GAAP)                 7,724    8,052   23,696     21,817
Less: Share-based compensation
 expense                            1,486    1,276    4,909      2,399
Less: Amortization of intangible
 assets                               897      490    2,205      1,441
Less: Impairment of goodwill and
 intangible assets                      -        -   15,464          -
Less: FBT(1)                          232        -      859          -
Operating income (GAAP)             5,109    6,286      259     17,977

                                                             Amount in
Reconciliation of net income (non-GAAP to GAAP)              thousands
                                    Three months
                                        ended       Nine months ended
                                  ------------------------------------
                                  December December December
                                    31,      31,      31,    December
                                    2007     2006     2007    31, 2006
                                  ------------------------------------

                                  ------------------------------------
Net income (excluding share-based
 compensation, amortization of
 intangible assets, impairment of
 goodwill and intangible assets,
 and FBT(1)) (Non-GAAP)              8,069    8,858   26,877    21,548
Less: Share-based compensation
 expense                             1,486    1,276    4,909     2,399
Less: Amortization of intangible
 assets                                897      490    2,205     1,441
Less: Impairment of goodwill and
 intangible assets                       -        -   15,464         -
Less: FBT(1)                           232        -      859         -
Net income (GAAP)                    5,454    7,092    3,440    17,708

Reconciliation of basic income per ADS (non-GAAP to GAAP)
                                     Three months
                                         ended       Nine months ended
                                   -----------------------------------
                                   December December December December
                                     31,      31,      31,      31,
                                     2007     2006     2007     2006
                                   -----------------------------------

                                   -----------------------------------
Basic income per ADS (excluding
 share based compensation expense,
 amortization of intangible
 assets, impairment of goodwill
 and intangible assets, and
 FBT(1)) (Non-GAAP)                   $0.19    $0.22    $0.64    $0.57
Less: Adjustments for share-based
 compensation expense,
 amortization of intangible
 assets, impairment of goodwill
 and intangible assets, and FBT(1)    $0.06    $0.04    $0.56    $0.10
Basic income per ADS (GAAP)           $0.13    $0.18    $0.08    $0.47

Reconciliation of diluted income per ADS (non-GAAP to GAAP)
                                  Three months ended Nine months ended
                                  ------------------------------------
                                            December December December
                                  December    31,      31,      31,
                                   31, 2007   2006     2007     2006
                                  ------------------------------------

                                  ------------------------------------
Diluted income per ADS (excluding
 share based compensation
 expense, amortization of
 intangible assets, impairment of
 goodwill and intangible assets,
 and FBT(1)) (Non-GAAP)               $0.19    $0.21    $0.63    $0.53
Less: Adjustments for share-based
 compensation expense,
 amortization of intangible
 assets, impairment of goodwill
 and intangible assets, and
 FBT(1)                               $0.06    $0.04    $0.55    $0.09
Diluted income per ADS (GAAP)         $0.13    $0.17    $0.08    $0.44

                        WNS (HOLDINGS) LIMITED
                CONDENSED CONSOLIDATED BALANCE SHEETS
       (Amounts in thousands, except share and per share data)

                                                    As of      As of
                                                   December    March
                                                    31, 2007    31,
                                                                2007
                                                  (Unaudited)
                                                  --------------------
ASSETS
Current assets
  Cash and cash equivalents                           $96,525 $112,340
  Bank deposits                                             -   12,000
  Accounts receivable, net of allowance of $1,926
   and $364, respectively                              55,372   40,592
  Funds held for clients                                6,445    6,589
  Employee receivable                                   1,161    1,289
  Prepaid expenses                                      4,812    2,162
  Prepaid income taxes                                  4,095    3,225
  Deferred tax assets                                     800      701
  Other current assets                                  8,301    4,524
                                                  --------------------
    Total current assets                              177,511  183,422

Goodwill                                               54,060   37,356
Intangible assets, net                                 10,184    7,091
Property and equipment, net                            53,533   41,830
Deposits                                               10,214    3,081
Deferred tax assets                                     8,681    3,101
                                                  --------------------
TOTAL ASSETS                                         $314,183 $275,881
                                                  ====================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
  Accounts payable                                    $19,926  $18,751
  Accrued employee costs                               24,840   18,492
  Deferred revenue - current                            9,009    9,827
  Income taxes payable                                  2,518       88
  Deferred tax liabilities                                224        -
  Other current liabilities                            27,212   16,252
                                                  --------------------
    Total current liabilities                          83,729   63,410

Deferred revenue - non current                          1,376    5,051
Deferred rent                                           2,369    1,098
Accrued pension liability                               1,352      771
Deferred tax liabilities - non current                  2,143       23
                                                  --------------------
    Total liabilities                                  90,969   70,353
Shareholders' equity:
  Ordinary shares, $0.16 (GBP 0.10) par value;
   Authorized 50,000,000 shares
  Issued and outstanding: 42,120,137 and
   41,842,879 shares, respectively                      6,574    6,519
  Additional paid-in-capital                          163,548  154,952
  Ordinary shares subscribed, nil and 30,022
   shares, respectively                                     -      137
  Retained earnings                                    32,779   30,685
  Accumulated other comprehensive income               20,313   13,235
                                                  --------------------
    Total shareholders' equity                        223,214  205,528
                                                  --------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY           $314,183 $275,881
                                                  ====================

(1) FBT means the fringe benefit taxes on options and restricted share units granted to employees under WNS 2002 and 2006 Incentive Award Plan payable by WNS to the government of India.

SOURCE: WNS (Holdings) Limited

WNS (Holdings) Limited
Investors:
Jay Venkateswaran, +1 212-599-6960
Senior VP -- Investor Relations
ir@wnsgs.com

Media:
Gutenberg Communications
U.S.
Mike Sherrill, +1 212-239-8741 msherrill@gutenbergpr.com

India
Ameya Sirur, +91 9987588991
ameya@gutenbergpr.com