UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
**The Ordinary Shares are not traded in U.S. markets and have not been assigned a CUSIP number. However, the CUSIP number for the related American Depositary Shares is 92932M101.
CUSIP No. |
92932M101 |
| 1 | NAMES OF REPORTING PERSONS Nalanda India Fund Limited |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Mauritius | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 5,211,410 shares | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | Nil | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 5,211,410 shares | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| Nil | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 5,211,410 shares | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 12.3% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| CO | |||||
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Item 1. |
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| (a) | Name of Issuer |
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| WNS (Holdings) Ltd. | ||||
| (b) | Address of Issuer’s Principal Executive Offices | |||
| Gate 4, Godrej & Boyce Complex, Pirojshanagar, Vikhroli(W), Mumbai 400 079, India. | ||||
Item 2. |
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| (a) | Name of Person Filing | |||
| Nalanda India Fund Limited | ||||
| (b) | Address of Principal Business Office or, if none, Residence | |||
| Ashish Patil, c/o 65 Chulia Street, #37-03/04 OCBC Centre, Singapore 049513 | ||||
| (c) | Citizenship | |||
| Mauritius | ||||
| (d) | Title of Class of Securities | |||
| American Depositary Shares | ||||
| (e) | CUSIP Number | |||
| 92932M101 | ||||
| Item 3. | If this Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a: | |||
| o | Broker or dealer registered under Section 15 of the Exchange Act; | |||
| o | Bank as defined in Section 3(a)(6) of the Exchange Act; | |||
| o | Insurance company as defined in Section 3(a)(19) of the Exchange Act; | |||
| o | Investment company registered under Section 8 of the Investment Company Act of 1940; | |||
| o | An investment adviser in accordance with s.240.13d 1(b)(1)(ii)(E); | |||
| o | An employee benefit plan or endowment fund in accordance with s.240.13d-1(b)(1)(ii)(F); | |||
| o | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | |||
| o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; | |||
| o | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940; | |||
| o | Group, in accordance with s.240.13d-1(b)(1)(ii)(J). | |||
| Item 4. | Ownership. | |||
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | ||||
| (a) | Amount beneficially owned: 5,211,410 shares | |||
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| (b) | Percent of class: 12.3% | |||
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 5,211,410 shares |
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| (ii) | Shared power to vote or to direct the vote: Nil |
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| (iii) | Sole power to dispose or to direct the disposition of: 5,211,410 shares |
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| (iv) | Shared power to dispose or to direct the disposition of: Nil |
Item 5.
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Ownership of Five Percent or Less of a Class | |
| Not Applicable | ||
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person. | |
| Not Applicable | ||
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. | |
| Not Applicable | ||
Item 8.
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Identification and Classification of Members of the Group | |
| Not Applicable | ||
Item 9.
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Notice of Dissolution of Group | |
| Not Applicable | ||
Item 10.
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Certification | |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect. |
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| NALANDA INDIA FUND LIMITED. |
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| By: | /s/ Ashish Patil | |||
| Name: | Ashish Patil | |||
| Title: | Director | |||
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