WNS (Holdings) Prices Initial Public Offering; ADSs to Begin Trading on NYSE

WNS (Holdings) Limited, the parent company of WNS Global
Services Limited, a leading provider of offshore business process
outsourcing (BPO) services, today announced that it has priced its
initial public offering of 11,202,708 American Depositary Shares
(ADSs) at a price of $20.00 per ADS. The company's ADSs will begin
public trading on the New York Stock Exchange on July 26, 2006 under
the symbol "WNS".
Of the total offering of 11,202,708 ADSs (with each representing
the right to receive one ordinary share of WNS (Holdings) Limited)
sold in the offering, 4,473,684 ADSs were sold by the company, while
6,729,024 ADSs were sold by certain shareholders, including British
Airways.
In connection with the offering, certain of the selling
shareholders, including Warburg Pincus, have granted to the
underwriters an option to purchase up to an additional 1,561,000 ADSs
to cover over-allotments.
WNS has stated that it intends to use net proceeds from the sale
of the ADSs by the company for general corporate purposes, including
capital expenditures and working capital, and for possible
acquisitions of businesses and delivery platforms. WNS will not
receive any proceeds from the sale of ADSs by the selling
shareholders.
Morgan Stanley & Co. International Limited, Deutsche Bank
Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated
were the joint book runners of the offering. Citigroup Global Markets
Inc. and UBS Securities LLC served as co-managers.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of these
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of such jurisdiction. Copies of the written
prospectus for the offering may be obtained from: Morgan Stanley, 180
Varick Street, 2nd floor, New York, NY 10024.

About WNS (Holdings) Limited and WNS Global Services

WNS (Holdings) Limited is the parent company of WNS Global
Services Limited, a leading provider of offshore business process
outsourcing (BPO) services. We provide comprehensive data, voice and
analytical services that are underpinned by our 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 delivery centers located primarily in
India.
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WNS (Holdings) Limited

$224,054,160

11,202,708 ADSs

Issuer: WNS (Holdings) Limited
Symbol: NYSE/WNS
Size: $224,054,160
Shares offered: 11,202,708 shares in the form of the same number of
ADSs
Primary shares: 4,473,684 shares in the form of the same number of
ADSs by WNS (Holdings) Limited
Secondary shares: 6,729,024 shares in the form of the same number of
ADSs by various selling shareholders
Greenshoe: option to purchase an additional 1,561,000 shares in
the form of the same number of ADSs from various
selling shareholders
Price to public: $20.00 per ADS
Trade date: July 25, 2006
Closing date: July 31, 2006
Underwriters: Morgan Stanley & Co. International Limited
Deutsche Bank Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Citigroup Global Markets Inc.
UBS Securities LLC
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A copy of the prospectus relating to this offering may be obtained
by contacting Morgan Stanley & Co. Incorporated, 180 Varick Street,
New York, New York 10014; Attention: Prospectus Department.