As filed with the Securities and Exchange Commission on July 25, 2006

Registration No. 333-135590

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2

FORM F-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

WNS (Holdings) Limited

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

Gate 4, Godrej & Boyce Complex

Pirojshanagar, Vikhroli(W)

Mumbai 400 079, India

(91-22) 6797-6100

(Address, including ZIP code, and telephone number,

including area code, of registrant’s principal executive offices)

WNS North America Inc.

420 Lexington Avenue

Suite 2515, New York

NY 10170, USA

(212) 599-6960

(Name, address, including Zip Code, and telephone number,

including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box.    o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.    o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

CALCULATION OF REGISTRATION FEE

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such dates as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION, DATED JULY 25, 2006

11,202,708 AMERICAN DEPOSITARY SHARES

WNS (Holdings) Limited

(organized under the laws of Jersey, Channel Islands)

Representing 11,202,708 ordinary shares

This is the initial public offering of our ordinary shares in the form of American Depositary Shares, or ADSs. Each ADS represents the right to receive one of our ordinary shares. The ADSs are evidenced by American Depositary Receipts, or ADRs. See “Description of Share Capital” and “Description of American Depositary Shares.” We are offering 4,473,684 newly issued ordinary shares in the form of ADSs. The selling shareholders identified in this prospectus are offering an additional 6,729,024 ordinary shares in the form of ADSs. We will not receive any of the proceeds from the sale of ADSs by the selling shareholders. We anticipate that the initial public offering price will be between $18.00 and $20.00 per ADS.

Prior to this offering, there has been no public market for our ordinary shares and ADSs. We have applied for our ADSs to be listed on the New York Stock Exchange under the symbol “WNS.”

Investing in our ADSs involves risks. See “Risk Factors” beginning on page 9 to read about factors you should consider before buying our ADSs.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Certain of the selling shareholders have granted to the underwriters an option to purchase up to an additional 1,561,000 ADSs to cover over-allotments at the initial public offering price less underwriting discounts and commissions.

The underwriters expect to deliver the ADSs to purchasers on                     , 2006.

The date of this prospectus is                     , 2006

 

You should rely only on the information contained in this prospectus. We and the selling shareholders have not authorized anyone to provide you with information that is different. We, the selling shareholders and the underwriters are not making an offer of our ADSs in any jurisdiction or state where the offer is not permitted. The information in this prospectus may only be accurate as of the date of this prospectus.

TABLE OF CONTENTS

•	Offshore business process outsourcing market leadership;
•	Deep industry expertise;
•	Experience in transferring operations offshore and running them efficiently;
•	Diversified client base across multiple industries and geographic locations;
•	Leadership in human capital development, as recognized by recent awards from neoIT and India’s National Institute of Personnel Managers;
•	Ability to manage the rapid growth of our organization; and
•	Experienced management team.

•	Drive rapid growth through penetration of our existing client base;
•	Enhance awareness of the WNS brand name;
•	Reinforce leadership in existing industries and penetrate new industry sectors; and
•	Broaden industry expertise and enhance growth through selective acquisitions.

ADSs that we are offering		4,473,684 ADSs.
ADSs that selling shareholders are offering		6,729,024 ADSs.
ADSs to be outstanding immediately after this offering		11,202,708 ADSs.
Number of shares per ADS		One ordinary share.
Ordinary shares to be outstanding immediately after this offering		39,801,857 ordinary shares.
The ADSs		Each ADS represents the right to receive one ordinary share. The ADSs will be evidenced by American Depositary Receipts, or ADRs, executed and delivered by Deutsche Bank Trust Company Americas, as Depositary.
		• The Depositary will be the holder of the ordinary shares underlying your ADSs and you will have rights as provided in the deposit agreement and the ADRs.
		• Subject to compliance with the relevant requirements set out herein, you may turn in your ADSs to the Depositary in exchange for ordinary shares underlying your ADSs.
		• The Depositary will charge you fees for exchanges.
		You should carefully read “Description of American Depositary Shares” to better understand the terms of the ADSs. You should also read the deposit agreement and the form of the ADRs, which are exhibits to the registration statement that includes this prospectus.
Offering price		We currently anticipate that the initial public offering price will be between $18.00 and $20.00 per ADS.
Selling shareholders		See “Principal and Selling Shareholders” for information on the selling shareholders in this offering.
Over-allotment option		Certain of the selling shareholders have granted to the underwriters an option to purchase up to an additional 1,561,000 ADSs from us and them to cover over-allotments at the initial public offering price less underwriting discounts and commissions.
Use of proceeds		Our net proceeds from the sale of 4,473,684 ADSs in this offering will total approximately $73.9 million after deducting underwriting discounts and commissions and estimated offering expenses which are payable by us. We intend to use the net proceeds from this offering for general corporate purposes, including capital expenditures and working capital, and for possible acquisitions of businesses and delivery platforms.
		The proceeds from the sale of 6,729,024 ADSs in this offering to be sold by the selling shareholders will be paid to those shareholders. We will not receive any of the proceeds from the sale of those ADSs. See “Use of Proceeds.”

Risk factors		See “Risk Factors” and other information included in this prospectus for a discussion of the risks you should carefully consider before deciding to invest in our ADSs.
Payment and settlement		The ADSs are expected to be delivered against payment on                , 2006. The ADRs evidencing the ADSs will be deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company, or DTC, in New York, New York. In general, beneficial interests in the ADSs will be shown on, and transfers of these beneficial interests will be effected only through, records maintained by DTC and its direct and indirect participants.
Listing and trading		We have applied for our ADSs to be listed on the New York Stock Exchange, or NYSE.
Proposed NYSE symbol		“WNS.”
Depositary		Deutsche Bank Trust Company Americas.
Lock-up		We, the selling shareholders, our continuing directors, executive officers and employee shareholders and certain of our other existing shareholders have agreed with the underwriters not to sell, transfer or dispose of any of our ordinary shares or ADSs for a period of 180 days after the date of this prospectus. See “Underwriting.”

•	assumes an initial public offering price of $19.00 per ADS, the midpoint of the range described above;
•	excludes (i) 3,875,655 ordinary shares issuable upon exercise of outstanding options and 90,121 ordinary shares reserved for future issuance under our Stock Incentive Plan as of June 30, 2006; and (ii) 3,000,000 ordinary shares reserved for future issuance under our 2006 Incentive Award Plan (including 537,000 ordinary shares issuable upon the exercise of options to be granted effective upon the pricing of this offering (of which 320,000 are to be issued to certain of our directors and executive officers and 217,000 are to be issued to other employees) and 224,750 restricted share units to be issued effective upon the pricing of this offering (of which 160,000 are to be issued to certain of our directors and executive officers and 64,750 are to be issued to other employees), each under the 2006 Incentive Award Plan). See “Management — Employee Benefit Plans — Stock Incentive Plan” and “Management — Employee Benefit Plans — WNS 2006 Incentive Award Plan”; and
•	assumes no exercise of the underwriters’ option to purchase up to 1,561,000 additional ADSs to cover over-allotments. If the underwriters exercise this option in full, 12,763,708 ADSs would thereafter be outstanding. See “Underwriting.”

			Year Ended March 31,
			2006				2005				2004
			(US dollars in millions, except share and per
			share data)
Consolidated Statement of Operations Data:
Revenue			$	202.8			$	162.2			$	104.1
Cost of revenue(1)				145.7				140.3				89.7
Gross profit				57.1				21.9				14.4
Operating expenses:
	Selling, general and administrative expenses(1)			36.3				24.9				18.8
	Amortization of intangible assets			0.9				1.4				2.6
Operating income (loss)				19.9				(4.4	)			(7.0	)
Other income, net				0.5				0.2				0.3
Interest expense				(0.4	)			(0.5	)			(0.1	)
Income (loss) before income taxes				19.9				(4.7	)			(6.8	)
(Provision) benefit for income taxes				(1.6	)			(1.1	)			0.0
Net income (loss)			$	18.3				(5.8	)			(6.7	)
Income (loss) per share:
	Basic		$	0.56			$	(0.19	)		$	(0.22	)
	Diluted		$	0.52			$	(0.19	)		$	(0.22	)
Weighted-average shares outstanding (basic)				32,874,299				30,969,658				30,795,888
Weighted-average shares outstanding (diluted)				35,029,766				30,969,658				30,795,888

		As of March 31,
		2006				2005				2004
		(US dollars in millions)
Consolidated Balance Sheet Data:
Cash and cash equivalents		$	18.5			$	9.1			$	14.8
Accounts receivable, net			28.1				25.2				18.1
Other current assets			10.8				9.7				9.5
Total current assets			57.4				44.0				42.5
Deposits and deferred tax asset			4.3				2.6				1.3
Goodwill and intangible assets, net			42.5				26.7				27.6
Property and equipment, net			30.6				24.7				15.3
Total assets			134.8				98.0				86.6
Note payable			—				10.0				—
Total current liabilities			53.5				54.8				39.4
Deferred tax liabilities — non-current			2.4				—				—
Other non-current liabilities			0.8				0.2				0.5
Total shareholders’ equity			78.2				43.0				46.7
Total liabilities and shareholders’ equity			134.8				98.0				86.6

			For the Year Ended March 31,
			2006				2005				2004
			(US dollars in millions, except
			percentages and employee data)
Other Consolidated Financial Data:
	Revenue		$	202.8			$	162.2			$	104.1
	Gross profit as a percentage of revenue			28.1	%			13.5	%			13.8	%
	Operating income (loss) as a percentage of revenue			9.8	%			(2.7	)%			(6.7	)%
Other Unaudited Consolidated Financial and Operating Data:
	Revenue less repair payments(2)		$	147.9			$	99.0			$	49.9
	Gross profit as a percentage of revenue less repair payments			38.6	%			22.1	%			28.9	%
	Operating income (loss) as a percentage of revenue less repair payments			13.4	%			(4.4	)%			(14.1	)%
	Number of employees (at period end)			10,433				7,176				4,472

(1)	Includes the following share-based compensation amounts:

Cost of revenue		$	0.1			$	0.0			$	0.0
Selling, general and administrative expenses			1.8				0.2				0.2

(2)	Revenue less repair payments is a non-GAAP measure. See the explanation below, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Overview” and notes to the consolidated financial statements included in this prospectus. The following table reconciles our revenue (a GAAP measure) to revenue less repair payments (a non-GAAP measure):

		For the Year Ended March 31,
		2006				2005				2004
		(US dollars in millions)
Revenue		$	202.8			$	162.2			$	104.1
Less: Payments to repair centers		$	54.9			$	63.2			$	54.2
Revenue less repair payments		$	147.9			$	99.0			$	49.9

RISK FACTORS

This prospectus contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those described in the following risk factors and elsewhere in this prospectus. You should consider the following risk factors carefully in evaluating us and our business before investing in our American Depositary Shares, or ADSs. If any of the following risks actually occur, our business, financial condition and results of operations could suffer, the trading-price of our ADSs could decline and you may lose all or part of your investment.

Risks Related to our Business

We may be unable to effectively manage our rapid growth and maintain effective internal controls, which could have a material adverse effect on our operations, results of operations and financial condition.

Since we were founded in April 1996, and especially since Warburg Pincus acquired a controlling stake in our company in May 2002, we have experienced rapid growth and significantly expanded our operations. Our revenue has grown at a compound annual growth rate of 54.9% to $202.8 million in fiscal 2006 from $54.6 million in fiscal 2003. Our revenue less repair payments has grown at a compound annual growth rate of 79.4% to $147.9 million in fiscal 2006 from $25.6 million in fiscal 2003. We have established six delivery centers in India, two in the UK and one in Sri Lanka. Our employees have increased to 10,433 on March 31, 2006 from 2,348 on March 31, 2003. In fiscal 2007, we intend to set up new delivery centers in Pune and Mumbai as well as to expand our delivery center at Gurgaon, India. We intend to continue expansion in the foreseeable future to pursue existing and potential market opportunities.

This rapid growth places significant demands on our management and operational resources. In order to manage growth effectively, we must implement and improve operational systems, procedures and internal controls on a timely basis. If we fail to implement these systems, procedures and controls on a timely basis, we may not be able to service our clients’ needs, hire and retain new employees, pursue new business, complete future acquisitions or operate our business effectively. Failure to effectively transfer new client business to our delivery centers, properly budget transfer costs or accurately estimate operational costs associated with new contracts could result in delays in executing client contracts, trigger service level penalties or cause our profit margins not to meet our expectations or our historical profit margins. As a result of any of these problems associated with expansion, our business, results of operations, financial condition and cash flows could be materially and adversely affected.

A few major clients account for a significant portion of our revenue and any loss of business from these clients could reduce our revenue and significantly harm our business.

We have derived and believe that we will continue to derive in the near term a significant portion of our revenue from a limited number of large clients. For fiscal 2006 and fiscal 2005, our five largest clients accounted for 41.0% and 40.1% of our revenue and 52.8% and 56.4% of our revenue less repair payments. Our contract with one of our major clients, British Airways, expires in March 2007. In May 2006, we entered into a non-binding letter of intent with British Airways to extend the term of this contract to May 2012, subject to negotiating and entering into a definitive contract. If we fail to enter into a definitive contract or if this contract is terminated for cause or convenience, our client will have no obligation to purchase services from us. For fiscal 2006 and fiscal 2005, British Airways accounted for 7.2% and 10.1% of our revenue and 9.9% and 16.5% of our revenue less repair payments. Our contracts with another major client, AVIVA, provide the client options, exercisable at will after April 28, 2007 and December 30, 2007, to require us to transfer the relevant projects and operations to this client. See “— We may lose some or all of the revenue generated by one of our major clients.” In May 2006, we entered into a non-binding letter of intent with respect to one of the AVIVA contracts to postpone the start of the option exercise period from April 28, 2007 to after June 2007. See “— We may lose some or all of the revenue generated by one of our major clients.”

In addition, the volume of work performed for specific clients is likely to vary from year to year, particularly since we may not be the exclusive outside service provider for our clients. Thus, a major client in one year may

not provide the same level of revenue in any subsequent year. The loss of some or all of the business of any large client could have a material adverse effect on our business, results of operations, financial condition and cash flows. A number of factors other than our performance could cause the loss of or reduction in business or revenue from a client, and these factors are not predictable. For example, a client may demand price reductions, chang