UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

For the quarter ended September 30, 2007

Commission File Number 001—32945

WNS (HOLDINGS) LIMITED

Not Applicable
(Translation of Registrant’s name into English)

Jersey, Channel Islands
(Jurisdiction of incorporation or organization)

Gate 4, Godrej & Boyce Complex
Pirojshanagar, Vikroli (W)
Mumbai 400 079, India
+91-22-6797-6100
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F þ                      Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Indicate by check mark whether the Registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o                      No þ

If “Yes” is marked, indicate below the file number assigned to registrant in connection with Rule 12g3-2(b): Not applicable.

 

 

Other Events

On November 14, 2007, WNS (Holdings) Limited issued an earnings release announcing its second quarter of fiscal 2008 results. A copy of the earnings release dated November 14, 2007 is attached hereto as Exhibit 99.1.

Exhibit

99.1

Earnings release of WNS (Holdings) Limited dated November 14, 2007.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunder duly authorized.

Date: November 14, 2007

EXHIBIT INDEX

99.1

Earnings release of WNS (Holdings) Limited dated November 14, 2007.

Exhibit 99.1

For Immediate Release

CONTACT:		Investors:
		Jay Venkateswaran Senior VP — Investor Relations WNS (Holdings) Limited +1 212 599 6960 ir@wnsgs.com
		Media:
		Mike Sherrill Gutenberg Communications +1 212 239 8741 msherrill@gutenbergpr.com

WNS Reports Second Quarter Net Loss of $10.5 million;
Net Income (excluding share-based compensation and related fringe benefit taxes,
amortization and impairment of goodwill and intangible assets) of $8.0 million

Revenue Increases 33.5% and
Revenue Less Repair Payments Increases 35.4%,
Over Corresponding Quarter in the Prior Fiscal Year

WNS Reiterates Guidance for Fiscal 2008

MUMBAI, INDIA, and NEW YORK, November 14, 2007 — 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-GAAP) to revenue (GAAP)

														Amount in thousands
		Three months ended								Six months ended
		September 30, 2007				September 30, 2006				September 30, 2007				September 30, 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

Reconciliation of cost of revenue (non-GAAP to GAAP)

														Amount in thousands
		Three months ended								Six months ended
		September 30, 2007				September 30, 2006				September 30, 2007				September 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 expense (non-GAAP to GAAP)

														Amount in thousands
		Three months ended								Six months ended
		September 30, 2007				September 30, 2006				September 30, 2007				September 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

Reconciliation of operating income (non-GAAP to GAAP)

														Amount in thousands
		Three months ended								Six months ended
		September 30, 2007				September 30, 2006				September 30, 2007				September 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

Reconciliation of net income (non-GAAP to GAAP)

														Amount in thousands
		Three months ended								Six months ended
		September 30, 2007				September 30, 2006				September 30, 2007				September 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 30, 2007				September 30, 2006				September 30, 2007				September 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 30, 2007				September 30, 2006				September 30, 2007				September 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 September 30, 2007 (Unaudited)				As of March 31, 2007
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 (£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