6-K

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 month May 2024

Commission File Number 001-32945

WNS (HOLDINGS) LIMITED

(Translation of Registrant’s name into English)

Gate 4, Godrej & Boyce Complex

Pirojshanagar, Vikhroli (W), Mumbai 400 079, India

+91-22-6826-2100

Malta House, 36-38 Piccadilly, London W1J 0DP

515 Madison Avenue, 8th Floor, New York, NY 10022

(Addresses 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 ☒   Form 40-F ☐

TABLE OF CONTENTS

Ex-99.1 Press release of the Company, dated May 2, 2024.

Ex-99.2 The Company’s notice of extraordinary general meeting to ordinary shareholders, dated May  1, 2024.

Ex-99.3 The Company’s proxy statement for the extraordinary general meeting of ordinary shareholders to be held on May  30, 2024.

Ex-99.4 Proxy card and voting card for use by ordinary shareholders.

Other Events

Extraordinary general meeting of shareholders

On May 2,2024 WNS (Holdings) Limited (the “Company”) issued a press release announcing details of its extraordinary general meeting (the “EGM”) to be held on Thursday, May 30, 2024 and distributed to its shareholders a notice of the EGM, the proxy statement for the EGM, the proxy card and the voting card. A copy of the press release, the notice of EGM, the proxy statement, the proxy card and the voting card are attached hereto as Exhibit 99.1, Exhibit 99.2, Exhibit 99.3 and Exhibit 99.4, respectively.

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, thereunto duly authorized.

Date: May 2, 2024

WNS (HOLDINGS) LIMITED
By:	/s/ Gopi Krishnan
Name:	Gopi Krishnan
Title:	General Counsel

EXHIBIT INDEX

Ex-99.1 Press release of the Company, dated May 2, 2024.

Ex-99.2 The Company’s notice of extraordinary general meeting to ordinary shareholders, dated May  1, 2024.

Ex-99.3 The Company’s proxy statement for the extraordinary general meeting of the ordinary shareholders to be held on May  30, 2024.

Ex-99.4 Proxy card and voting card for use by ordinary shareholders.

EX-99.1

Exhibit 99.1

WNS (HOLDINGS) LIMITED ANNOUNCES DETAILS OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

NEW YORK, LONDON and MUMBAI, May 02, 2024 — WNS (Holdings) Limited (NYSE: WNS), a leading provider of global digital-led Business Process Management (BPM) solutions, announced today that an extraordinary general meeting (“EGM”) of its shareholders will be held on Thursday, May 30, 2024, at 11:00 am (British Summer Time), at 22 Grenville, St Helier, Jersey JE4 8PX, Channel Islands.

A Shareholder entitled to attend and vote at the EGM is entitled to appoint a proxy or proxies to attend the EGM and to vote on their behalf. A form of proxy should be completed in accordance with the instructions printed thereon.

The Company distributed the notice of EGM, proxy statement, voting card and proxy card on or about May 02, 2024.

The notice of EGM, proxy statement, proxy card and voting card are available on the investor relations page of the Company’s corporate website, www.wns.com. Shareholders may also obtain a copy of the notice of EGM, proxy statement, proxy card and voting card, free of charge, by sending a written request at web.queries@computershare.com or to the Computershare Trust Company, N.A. at 150 Royall Street, Canton, Massachusetts 02021,United States of America or by calling Shareholder services line: +1 (781) 575 3100 or write to the Company at Gopi.Krishnan@wns.com,attention Gopi Krishnan.

About WNS

WNS (Holdings) Limited (NYSE: WNS) is a leading Business Process Management (BPM) company. WNS combines deep industry knowledge with technology, analytics, and process expertise to co-create innovative, digitally led transformational solutions with over 600 clients across various industries. WNS delivers an entire spectrum of BPM solutions including industry-specific offerings, customer experience services, finance and accounting, human resources, procurement, and research and analytics to re-imagine the digital future of businesses. As of March 31, 2024, WNS had 60,125 professionals across 65 delivery centers worldwide including facilities in Canada, China, Costa Rica, India, Malaysia, the Philippines, Poland, Romania, South Africa, Sri Lanka, Turkey, the United Kingdom, and the United States.

Safe Harbor Provision

This document includes information which may constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the accuracy of which are necessarily subject to risks, uncertainties, and assumptions as to future events. Factors that could cause actual results to differ materially from those expressed or implied are discussed in our most recent Form 20-F and other filings with the Securities and Exchange Commission. WNS undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

CONTACT:

Investors:	Media:
David Mackey EVP–Finance & Head of Investor Relations WNS (Holdings) Limited +1 (646) 908-2615 david.mackey@wns.com	Archana Raghuram EVP & Global Head–Marketing & Communications WNS (Holdings) Limited +91 (22) 4095 2397 archana.raghuram@wns.com ; pr@wns.com

EX-99.2

Exhibit 99.2

WNS (HOLDINGS) LIMITED

NOTICE OF EXTRAORDINARY GENERAL MEETING

To be Held on May 30, 2024

To our Shareholders:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Extraordinary General Meeting”) of the shareholders of WNS (Holdings) Limited, a company incorporated in Jersey, Channel Islands (the “Company”), will be held at 22 Grenville Street, St Helier, Jersey JE4 8PX, Channel Islands on Thursday, May 30, 2024 at 11.00 am British Summer Time for the purpose of considering the following special businesses, as more fully described in the Proxy Statement accompanying this notice, and if thought fit, adopting the following resolutions:

SPECIAL BUSINESS

The following resolutions will be proposed as special resolutions:

Resolution 1: To authorize the purchase of 1.1 million ordinary shares, effective from May 30, 2024 to March 31, 2025 (both days inclusive), subject to a minimum and maximum price and an aggregate limit on the number of ordinary shares to be purchased:

“THAT in addition to the authority conferred by the Shareholders at its meeting held on September 21, 2023 the Company be and is hereby generally and unconditionally authorized:

a)  pursuant to Article 57 of the Companies (Jersey) Law 1991 (the “Companies Law”), to make purchases of ordinary shares, provided that:

i)   the maximum number of ordinary shares hereby authorized to be purchased under this authority is 1.1 million;

ii)  the minimum price, exclusive of any expenses, which may be paid for an ordinary share shall be US$10;

iii)   the maximum price, exclusive of any expenses, which may be paid for an ordinary share shall be lower of:

(a)   an amount equal to 5% above the average market value for the Company’s ordinary shares for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; and

(b)   an amount equal to US$ 77;

b)  the authority hereby conferred shall be effective from May 30, 2024 to March 31, 2025 (both days inclusive); and

c)  pursuant to Article 58A of the Companies Law, to hold as treasury shares any ordinary shares purchased under the authority conferred by paragraph (a) of this resolution.”

Resolution 2: To authorize the purchase of 3 million ordinary shares, effective from May 30, 2024 to November 29, 2025 (both days inclusive), subject to a minimum and maximum price and an aggregate limit on the number of ordinary shares to be purchased:

“THAT the Company be and is hereby generally and unconditionally authorized:

a) pursuant to Article 57 of the Companies Law, to make purchases of ordinary shares, provided that:

i) the maximum number of ordinary shares hereby authorized to be purchased under this authority is 3 million;

ii) the minimum price, exclusive of any expenses, which may be paid for an ordinary share shall be US$10;

iii) the maximum price, exclusive of any expenses, which may be paid for an ordinary share shall be lower of:

(a) an amount equal to 5% above the average market value for the Company’s ordinary shares for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; and

(b) an amount equal to US$100;

b) the authority hereby conferred shall be effective from May 30, 2024 to November 29, 2025 (both days inclusive); and

c) pursuant to Article 58A of the Companies Law, to hold as treasury shares any ordinary shares purchased under the authority conferred by paragraph (a) of this resolution.”

DATED: May 01, 2024   BY ORDER OF THE BOARD Registered Office: 22 Grenville Street St Helier, Jersey JE4 8PX, Channel Islands

Mourant Secretaries (Jersey) Limited

Company Secretary

NOTES:

1. The Board of Directors has fixed the close of business on May 2, 2024 as the record date for determining those persons whose names appear on our Register of Members as holders of our ordinary shares (collectively, our “Shareholders”) who will be entitled to notice of and to vote at the Extraordinary General Meeting, and to receive copies of this notice, the accompanying Form of Proxy and Proxy Statement.

2. A Shareholder entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint a proxy or proxies to attend the Extraordinary General Meeting and to vote on his/her behalf. A proxy need not be a Shareholder. A Form of Proxy, which should be completed in accordance with the instructions printed thereon, is enclosed with this document. The appointment of a proxy will not prevent a Shareholder from subsequently attending and voting at the Extraordinary General Meeting in person.

3. To be valid, the instrument appointing a proxy or proxies, and any power of attorney or other authority (e.g. board minutes) under which it is signed (or a notarially certified copy of any such power or authority), must be deposited at Mourant Governance Services (Jersey) Limited, 22 Grenville Street, St Helier, Jersey JE4 8PX, Channel Islands not less than 48 hours before the time appointed for the holding of the Extraordinary General Meeting or any adjournment thereof or for the taking of a poll at which the proxy proposes to vote.

4. A proxy may be revoked by: (i) giving the Company notice in writing deposited at Mourant Governance Services (Jersey) Limited, 22 Grenville Street, St Helier, Jersey JE4 8PX, Channel Islands before the commencement of the Extraordinary General Meeting or any adjournment thereof or for the taking of a poll at which the proxy proposes to vote; (ii) depositing a new Form of Proxy with the Company Secretary before the commencement of the Extraordinary General Meeting or any adjournment thereof or for the taking of a poll at which the proxy proposes to vote (although it should be noted that the new Form of Proxy will only be a valid proxy, as opposed to being capable of revoking an earlier Form of Proxy, if deposited not less than 48 hours before the time appointed for the Extraordinary General Meeting or any adjournment thereof or for the taking of a poll at which the proxy proposes to vote); or (iii) attending in person and voting on a poll. No instrument appointing a proxy shall be revoked by the appointing Shareholder attending and participating in a meeting, unless the appointing Shareholder votes on a poll at the meeting in respect of the ordinary shares for which the relevant proxy is appointed .

5. A body corporate which is a Shareholder entitled to attend and vote at the Extraordinary General Meeting may authorize a person to act as its representative at the Extraordinary General Meeting in respect of all or a particular number of the ordinary shares held by the Shareholder. A body corporate which is a Shareholder may appoint more than one person to act as its representative. If a body corporate which is a Shareholder appoints more than one person to act as its representative, each resolution (and each instrument of appointment) shall specify the number of ordinary shares held by the Shareholder for which the relevant person is appointed its representative. For the avoidance of doubt, a body corporate which is a Shareholder may appoint (in addition to the representatives (if any) appointed by it) any number of persons to act as its proxy at the Extraordinary General Meeting in respect of all or a particular number of the ordinary shares held by the Shareholder. A person duly authorized to act as a representative of a body corporate which is a Shareholder shall be entitled to exercise on behalf of the Shareholder the same powers (in respect of the number of ordinary shares held by the Shareholder for which the relevant person is appointed its representative) as the Shareholder could exercise. If a Shareholder which is a body corporate appoints more than one representative (but subject to the voting instructions (if any) given by the Shareholder), no representative need cast all the votes used by him in respect of any resolution in the same way as any other representative or any proxy appointed by the Shareholder.

6. If the Extraordinary General Meeting is adjourned for lack of a quorum, the adjourned meeting will be held at 11.00 am (British Summer Time) on June 6, 2024 at 22 Grenville Street, St Helier, Jersey JE4 8PX, Channel Islands. Under the Company’s Articles of Association, the quorum for the holding of general meetings is not less than two Shareholders present in person or by proxy and holding ordinary shares conferring not less than one-third of the total voting rights of all the Shareholders entitled to vote at the meeting.

7. Explanatory notes to the resolutions to be proposed at the Extraordinary General Meeting are contained in the Proxy Statement which accompanies this Notice of Extraordinary General Meeting.

EX-99.3

Exhibit 99.3

WNS (HOLDINGS) LIMITED

PROXY STATEMENT

EXTRAORDINARY GENERAL MEETING

To be Held on May 30, 2024

INFORMATION ABOUT THE EXTRAORDINARY GENERAL MEETING

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors (the “Board” or the “Board of Directors”) of WNS (Holdings) Limited, a company incorporated in Jersey, Channel Islands (the “Company” or “WNS”), of proxies for voting at the Company’s Extraordinary General Meeting of Shareholders (the “Extraordinary General Meeting”) to be held on Thursday, May 30, 2024, at 11.00 am (British Summer Time) at 22 Grenville Street, St Helier, Jersey JE4 8PX, Channel Islands, or any adjournments thereof, for the purposes summarized in the accompanying Notice of Extraordinary General Meeting and described in more detail in this Proxy Statement.

Shareholders Entitled to Notice of and to Vote at the Extraordinary General Meeting

The Board has fixed the close of business on May 2, 2024 as the date for determining those holders of ordinary shares (collectively, the “Shareholders”) who will be entitled to notice of and to vote at the Extraordinary General Meeting. Copies of the Notice of Extraordinary General Meeting, this Proxy Statement, and the accompanying Form of Proxy appointing a proxy or proxies, were first mailed to Shareholders on or about May 2, 2024. Shareholders are advised to read this Proxy Statement carefully prior to returning their Form of Proxy.

A Shareholder is a person whose name appears on our Register of Members as a holder of our ordinary shares.

At the close of business on March 31, 2024, there were 45,684,145 ordinary shares issued and outstanding.

Quorum

No business may be transacted at any general meeting unless a quorum of Shareholders entitled to vote at the meeting is present. Pursuant to the Articles of Association of the Company, the quorum for the holding of general meetings is not less than two Shareholders present in person or by proxy holding ordinary shares conferring not less than one-third of the total voting rights. If a quorum is not present, the Extraordinary General Meeting will be adjourned to 11.00 am (British Summer Time) on June 6, 2024 at 22 Grenville Street, St Helier, Jersey JE4 8PX, Channel Islands.

Proxies

To be valid, the instrument appointing a proxy or proxies, and any power of attorney or other authority (e.g. board minutes) under which it is signed (or a notarially certified copy of any such power or authority), must be deposited at Mourant Governance Services (Jersey) Limited, 22 Grenville Street, St Helier, Jersey JE4 8PX, Channel Islands not less than 48 hours before the time appointed for the holding of the Extraordinary General Meeting or any adjournment thereof or for the taking of a poll at which the proxy proposes to vote. A proxy need not be a Shareholder. Shareholders may appoint any member of the Board or any other person as their proxy. The appointment of a proxy will not prevent a Shareholder from subsequently attending and voting at the meeting in person.

A Shareholder may appoint more than one person to act as his proxy and each such person shall act as proxy for the Shareholder for the number of ordinary shares specified in the instrument appointing the person as proxy. If a Shareholder appoints more than one person to act as his proxy, each instrument appointing a proxy shall specify the number of ordinary shares held by the Shareholder for which the relevant person is appointed his proxy. Each duly appointed proxy has the same rights as the Shareholder by whom he was appointed to speak at a meeting and vote at a meeting in respect of the number of ordinary shares held by the Shareholder for which he was appointed as proxy.

A proxy may be revoked by: (i) giving the Company notice in writing deposited at Mourant Governance Services (Jersey) Limited, 22 Grenville Street, St Helier, Jersey JE4 8PX, Channel Islands before the commencement of the Extraordinary General Meeting or any adjournment thereof or for the taking of a poll at which the proxy proposes to vote; (ii) depositing a new Form of Proxy with the Company Secretary before the commencement of the Extraordinary General Meeting or any adjournment thereof or for the taking of a poll at which the proxy proposes to vote (although it should be noted that the new Form of Proxy will only be a valid proxy, as opposed to being capable of revoking an earlier Form of Proxy, if deposited not less than 48 hours before the time appointed for the Extraordinary General Meeting or any adjournment thereof or for the taking of a poll at which the proxy proposes to vote); or (iii) the shareholder attending in person and voting on a poll. No instrument appointing a proxy shall be revoked by the appointing Shareholder attending and participating in a meeting, unless the appointing Shareholder votes on a poll at the meeting in respect of the ordinary shares for which the relevant proxy is appointed his proxy.

A body corporate which is a Shareholder entitled to attend and vote at the Extraordinary General Meeting may authorize a person to act as its representative at the Extraordinary General Meeting in respect of all or a particular number of the shares held by the Shareholder. A body corporate which is a Shareholder may appoint more than one person to act as its representative. If a body corporate which is a Shareholder appoints more than one person to act as its representative, each resolution (and each instrument of appointment) shall specify the number of shares held by the Shareholder for which the relevant person is appointed its representative. For the avoidance of doubt, a body corporate which is a Shareholder may appoint (in addition to the representatives (if any) appointed by it) any number of persons to act as its proxy at the Extraordinary General Meeting in respect of all or a particular number of the shares held by the Shareholder. A person duly authorized to act as a representative of a body corporate which is a Shareholder shall be entitled to exercise on behalf of the Shareholder the same powers (in respect of the number of shares held by the Shareholder for which the relevant person is appointed its representative) as the Shareholder could exercise. If a Shareholder which is a body corporate appoints more than one representative (but subject to the voting instructions (if any) given by the Shareholder), no representative need to cast all the votes used by him in respect of any resolution in the same way as any other representative or any proxy appointed by the Shareholder.

Voting

On a show of hands, every Shareholder present in person or by proxy shall have one vote and on a poll, every Shareholder present in person or by proxy shall have one vote for each ordinary share held or represented. On a poll, a Shareholder entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way. A resolution put to the vote of Shareholders at the Extraordinary General Meeting will be decided on a show of hands unless a poll is demanded by the Chairman of the Extraordinary General Meeting or a Shareholder present in person or by proxy and entitled to vote at the Extraordinary General Meeting. In the case of joint holders only one of them may vote and in the absence of election as to who is to vote, the vote of the holder whose name appears first in order in the Register of Members, whether in person or by proxy will be accepted to the exclusion of the votes of the other joint holders.

Ordinary shares represented by a duly executed instrument appointing a proxy or proxies that is deposited with Mourant Governance Services (Jersey) Limited, 22 Grenville Street, St Helier, Jersey JE4 8PX, Channel Islands at least 48 hours before the time appointed for the Extraordinary General Meeting will be voted at the Extraordinary General Meeting in accordance with Shareholders’ instructions contained in such instrument.

The resolutions are proposed as a special resolutions. On a show of hands, the special resolution to be proposed at the Extraordinary General Meeting will be duly passed by the affirmative vote of a majority of not less than two thirds of Shareholders present in person or by proxy and voting at the Extraordinary General Meeting. If a poll is demanded in the manner described above, the special resolution to be proposed at the Extraordinary General Meeting for which voting by poll is demanded will be duly passed by the affirmative vote of a majority of not less than two thirds of votes cast at the Extraordinary General Meeting for each ordinary share held or represented, with each Shareholder present in person or by proxy having one vote for each ordinary share held or represented. In the event of an equality of votes, whether upon a show of hands or on a poll, the Chairman of the Extraordinary General Meeting shall not be entitled to a second or casting vote.

General Information - The entire cost of the solicitation of proxies for the Extraordinary General Meeting will be borne by WNS.

In this Proxy Statement, references to “$” or “US$” mean United States dollars, the legal currency of the United States and references to “£” and pence refer to the currency of the United Kingdom.

References to “we”, “our” and “us” refer to WNS (Holdings) Limited and its subsidiaries

SUMMARY OF PROPOSAL

At the Extraordinary General Meeting, Shareholders will be requested to vote on the following proposals:

1) To authorize the purchase of 1.1 million ordinary shares, effective from May 30, 2024 to March 31, 2025 (both days inclusive), subject to a minimum and maximum price and an aggregate limit on the number of ordinary shares to be purchased;

2) To authorize the purchase of 3 million ordinary shares, effective from May 30, 2024 to November 29, 2025 (both days inclusive), subject to a minimum and maximum price and an aggregate limit on the number of ordinary shares to be purchased;

PROPOSAL NO. 1

That the purchase of ordinary shares, effective from May 30, 2024 to March 31, 2025 (both days inclusive), subject to a minimum and maximum price and an aggregate limit on the number of ordinary shares to be purchased as set out below (the “Repurchase Plan”), be and hereby is approved.

“THAT in addition to the authority conferred by the Shareholders at its meeting held on September 21, 2023 the Company be and is hereby generally and unconditionally authorized:

a) pursuant to Article 57 of the Companies (Jersey) Law 1991 (the “Companies Law”), to make purchases of ordinary shares, provided that:

i) the maximum number of ordinary shares hereby authorized to be purchased under this authority is 1.1 million;

ii) the minimum price, exclusive of any expenses, which may be paid for an ordinary share shall be US$10;

iii) the maximum price, exclusive of any expenses, which may be paid for an ordinary share shall be lower of:

(a) an amount equal to 5% above the average market value for the Company’s ordinary shares for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; and

(b) an amount equal to US$ 77;

b) the authority hereby conferred shall be effective from May 30, 2024 to March 31, 2025 (both days inclusive); and

c) pursuant to Article 58A of the Companies Law, to hold as treasury shares any ordinary shares purchased under the authority conferred by paragraph (a) of this resolution.”

The Shareholders at the annual general meeting of the Company held on September 21, 2023 (“AGM”) approved the purchase by the Company of 3.3 million American Depository Shares (“ADS”) effective from October 1, 2023 to March 31, 2027. Pursuant to this approval, the Company had purchased 2.2 million ADSs as of March 27, 2024.

The Company terminated its ADS facility effective 5:00 pm (Eastern Time) on March 27, 2024 and exchanged outstanding ADSs for ordinary shares. Following the termination of Company’s ADS facility, the ordinary shares began trading on the NYSE under the symbol “WNS” from March 28, 2024.

Since the resolution passed by the shareholders at the AGM was limited to the purchase of ADSs and only 2.2 million ADSs have been purchased, the approval of the Shareholders is now sought for the purchase of the remaining 1.1 million ordinary shares. This proposed purchase of ordinary shares, together with the 2.2 million ADSs that we have purchased, shall be within the overall limit of 3.3 million approved by the Shareholders at the AGM.

DESCRIPTION OF THE REPURCHASE PLAN

Currently, the Company’s authorized share capital is £6,100,000 divided into 60,000,000 ordinary shares, par value 10 pence each, and 1,000,000 preferred shares, par value 10 pence each. Pursuant to Article 57 of the Companies Law, a company may purchase its own ordinary shares. However, the Companies Law also sets out a number of requirements in respect of such purchases. A purchase under Article 57 of the Companies Law is required by law to be sanctioned by a special resolution of the Company, i.e. a resolution that is passed by at least two-thirds of the shares voted in person or by proxy at the Extraordinary General Meeting.

Limit on Allowed Purchases under the Repurchase Plan

The total number of ordinary shares hereby authorized to be purchased under this resolution is 1.1 million, representing approximately 2.41% of the Company’s ordinary shares issued and outstanding, as of March 31, 2024.

Duration of the Repurchase Plan

The authority for the purchase of the Company’s ordinary shares under this resolution shall be effective from May 30, 2024 to March 31, 2025 (both days inclusive).

Purchase Price

The minimum price for purchases under this Repurchase Plan, exclusive of any expenses, which may be paid for an ordinary share shall be US$10.

The maximum price, exclusive of any expenses, which may be paid for an ordinary share shall be lower of:

1. an amount equal to 5% above the average market value for the Company’s ordinary shares for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; and

2. an amount equal to US$ 77.

These minimum and maximum prices have been determined by the Company considering the market volatility and anticipated price range until March 31, 2025.

Manner of Purchases of Ordinary Shares and Implementation of the Repurchase Plan

Under the Repurchase Plan, the Company may purchase its ordinary shares from time to time through open market purchases, accelerated share repurchase transactions, or other open market purchases permitted by applicable federal securities laws.

The Board of Directors has authorized each member of our Board of Directors or the Group Chief Executive Officer or the Group Chief Financial Officer or the General Counsel, acting singly, on behalf of the Company, to prepare, execute and file or submit all necessary notifications, forms and agreements as may be required or as they consider desirable to implement the Repurchase Plan.

Treasury Shares

Under the Companies Law, a company may hold as treasury shares any of the ordinary shares it has redeemed or purchased, but may not exercise any voting rights attaching to such shares, make or receive any distribution in respect of such shares, nor exercise any other right in respect of such shares. Ordinary shares held as treasury shares may be cancelled, sold, transferred for the purposes of or under an employees’ share scheme or held by the company without cancelling, selling or transferring them. A company may hold as treasury shares such number of shares in the company that it has redeemed or purchased under the Companies Law as it thinks fit provided that another person holds at least one non-redeemable share in the company.

Status of Purchased Ordinary Shares

Any ordinary share that we purchase or acquire will be held by us as a treasury share.

Source of Funds

The Company may source the funds for such repurchases from internal or external sources.

Our directors do not propose to implement the Repurchase Plan in a manner and to such an extent that would materially affect our working capital requirements.

Pursuant to the Companies Law, the directors of the Company authorizing the purchase of ordinary shares pursuant to the Repurchase Plan shall make a statement as to the solvency of the Company at the time of any purchase of ordinary shares pursuant to this plan in the form prescribed by the Companies Law.

Rationale for the Repurchase Plan

We believe that the Repurchase Plan will benefit our shareholders by providing our directors with appropriate flexibility to purchase our ordinary shares if the directors believe that such purchases would be in the best interests of our shareholders. Our decision to purchase our ordinary shares from time to time will depend on our continuing assessment of then current market conditions, our need to use available cash to fund our expansion, acquisitions and other strategic transactions, the level of our debt and the terms and availability of financing.

The Board recommends a vote “FOR” the resolution to authorize the purchase of ordinary shares, effective from May 30, 2024 to March 31, 2025 (both days inclusive), subject to a minimum and maximum price and an aggregate limit on the number of ordinary shares to be purchased as set forth above.

PROPOSAL NO. 2

That the purchase of 3 million ordinary shares, effective from May 30, 2024 to November 29, 2025 (both days inclusive), subject to a minimum and maximum price and an aggregate limit on the number of ordinary shares to be purchased as set out below (the “Additional Repurchase Plan”), be and hereby is approved:

“THAT the Company be and is hereby generally and unconditionally authorized:

a) pursuant to Article 57 of the Companies Law, to make purchases of ordinary shares, provided that:

i) the maximum number of ordinary shares hereby authorized to be purchased under this authority is 3 million;

ii) the minimum price, exclusive of any expenses, which may be paid for an ordinary share shall be US$10;

iii) the maximum price, exclusive of any expenses, which may be paid for an ordinary share shall be lower of:

(a) an amount equal to 5% above the average market value for the Company’s ordinary shares for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; and

(b) an amount equal to US$100;

b) the authority hereby conferred shall be effective from May 30, 2024 to November 29, 2025 (both days inclusive); and

c) pursuant to Article 58A of the Companies Law, to hold as treasury shares any ordinary shares purchased under the authority conferred by paragraph (a) of this resolution.”

The Company is seeking authority for the additional purchase of 3 million ordinary shares for a period from May 30, 2024 to November 29, 2025 (both days inclusive), subject to a minimum and maximum price and an aggregate limit on the number of ordinary shares to be purchased as provided above.

DESCRIPTION OF THE ADDITIONAL REPURCHASE PLAN

Currently, the Company’s authorized share capital is £6,100,000 divided into 60,000,000 ordinary shares, par value 10 pence each, and 1,000,000 preferred shares, par value 10 pence each. Pursuant to Article 57 of the Companies Law, a company may purchase its own ordinary shares. However, the Companies Law also sets out a number of requirements in respect of such purchases. A purchase under Article 57 of the Companies Law is required by law to be sanctioned by a special resolution of the Company, i.e. a resolution that is passed by at least two-thirds of the shares voted in person or by proxy at the Extraordinary General Meeting.

Limit on Allowed Purchases under the Additional Repurchase Plan

The total number of ordinary shares hereby authorized to be purchased under this resolution is 3 million, representing approximately 6.57 % of the Company’s ordinary shares issued and outstanding, as of March 31, 2024.

Duration of the Additional Repurchase Plan

The authority for the purchase of the Company’s ordinary shares under this resolution shall be effective from May 30, 2024 to November 29, 2025 (both days inclusive).

Purchase Price

The minimum price for purchases under the Additional Repurchase Plan, exclusive of any expenses, which may be paid for an ordinary share shall be US$10.

The maximum price, exclusive of any expenses, which may be paid for an ordinary share shall be lower of:

a) an amount equal to 5% above the average market value for the Company’s ordinary shares for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; and

b) an amount equal to US$ 100;

These minimum and maximum prices have been determined by the Company considering the market volatility and anticipated price range over a period until November 29, 2025.

Manner of Purchases of Ordinary Shares and Implementation of the Additional Repurchase Plan

Under the Additional Repurchase Plan, the Company may purchase its ordinary shares from time to time through open market purchases, accelerated share repurchase transactions, or other open market purchases permitted by applicable federal securities laws.

The Board of Directors has authorized each member of our Board of Directors or the Group Chief Executive Officer or the Group Chief Financial Officer or the General Counsel, acting singly, on behalf of the Company, to prepare, execute and file or submit all necessary notifications, forms and agreements as may be required or as they consider desirable to implement the Additional Repurchase Plan.

Treasury Shares

Under the Companies Law, a company may hold as treasury shares any of the ordinary shares it has redeemed or purchased, but may not exercise any voting rights attaching to such shares, make or receive any distribution in respect of such shares, nor exercise any other right in respect of such shares. Ordinary shares held as treasury shares may be cancelled, sold, transferred for the purposes of or under an employees’ share scheme or held by the company without cancelling, selling or transferring them. A company may hold as treasury shares such number of shares in the company that it has redeemed or purchased under the Companies Law as it thinks fit provided that another person holds at least one non-redeemable share in the company.

Status of Purchased Ordinary Shares

Any ordinary share that we purchase or acquire will be held by us as a treasury share.

Source of Funds

The Company may source the funds for such repurchases from internal or external sources.

Our directors do not propose to implement the Additional Repurchase Plan in a manner and to such an extent that would materially affect our working capital requirements.

Pursuant to the Companies Law, the directors of the Company authorizing the purchase of ordinary shares pursuant to the Additional Repurchase Plan shall make a statement as to the solvency of the Company at the time of any purchase of ordinary shares pursuant to the Additional Repurchase Plan in the form prescribed by the Companies Law.

Rationale for the Additional Repurchase Plan

We believe that the Additional Repurchase Plan will benefit our shareholders by providing our directors with appropriate flexibility to purchase our ordinary shares if the directors believe that such purchases would be in the best interests of our shareholders. Our decision to purchase our ordinary shares from time to time will depend on our continuing assessment of then current market conditions, our need to use available cash to fund our expansion, acquisitions and other strategic transactions, the level of our debt and the terms and availability of financing.

The Board recommends a vote “FOR” the resolution to authorize the purchase of ordinary shares, effective from May 30, 2024 to November 29, 2025 (both days inclusive), subject to a minimum and maximum price and an aggregate limit on the ordinary shares to be purchased as set forth above.

OTHER BUSINESS

The Board does not presently intend to bring any other business before the Extraordinary General Meeting, and so far as is known to the Board, no matters will be brought before the Extraordinary General Meeting except as is specified in this Proxy Statement. As to any business that may properly come before the Extraordinary General Meeting, however, it is intended that proxies, in the form enclosed, will be voted in respect thereof in accordance with the judgment of those persons voting such proxies.

INCORPORATION BY REFERENCE

The Securities and Exchange Commission (the “Commission”) allows the Company to “incorporate by reference” into this Proxy Statement the information in documents the Company files with or submits to the SEC. This means that the Company can disclose important information to you by referring you to those documents. Each document incorporated by reference is current only as of the date of such document, and the incorporation by reference of such documents shall not create any implication that there has been no change in the Company’s affairs since the date thereof or that the information contained therein is current as of any time subsequent to its date. The information incorporated by reference is considered to be a part of this Proxy Statement and should be read with the same care. When the Company updates the information contained in documents that have been incorporated by reference by making future filings with the SEC, the information incorporated by reference in this Proxy Statement is considered to be automatically updated and superseded. In other words, in the case of a conflict or inconsistency between information contained in this Proxy Statement and information incorporated by reference into this Proxy Statement, you should rely on the information contained in the document that was filed later. The Company incorporates by reference the documents listed below and any future filings or submissions that it makes with the Commission (except for our future submissions on Form 6-K which will only be incorporated by reference into this document if it states in such submissions that they are being incorporated by reference into this Proxy Statement) after the date of this Proxy Statement and before the date of the Extraordinary General Meeting:

1.	The Company’s annual report on Form 20-F (File No. 001-32945) for the fiscal year ended March 31, 2023 filed with the SEC on May 16, 2023.
2.	The Company’s report on Form 6-K (File No. 001-32945) submitted to the Commission on August 4, 2023.
3.	The Company’s report on Form 6-K (File No. 001-32945) submitted to the Commission on August 31, 2023.
4.	The Company’s report on Form 6-K (File No. 001-32945) submitted to the Commission on September 21, 2023.
5.	The Company’s report on Form 6-K (File No. 001-32945) submitted to the Commission on September 25, 2023.
6.	The Company’s report on Form 6-K (File No. 001-32945) submitted to the Commission on November 2, 2023.

7.	The Company’s report on Form 6-K (File No. 001-32945) submitted to the Commission on November 14, 2023.
8.	The Company’s report on Form 6-K (File No. 001-32945) submitted to the Commission on January 26, 2024.
9.	The Company’s report on Form 6-K (File No. 001-32945) submitted to the Commission on February 2, 2024.
10.	The Company’s report on Form 6-K (File No. 001-32945) submitted to the Commission on February 26, 2024.
11.	The Company’s report on Form 6-K (File No. 001-32945) submitted to the Commission on March 28, 2024.
12.	The Company’s report on Form 6-K (File No. 001-32945) submitted to the Commission on April 25, 2024.
13.	The Company’s report on Form 6-K (File No. 001-32945) submitted to the Commission on April 25, 2024.

The Company will provide, without charge, at the written or oral request of anyone, including any beneficial owner, to whom this Proxy Statement is delivered, copies of the documents incorporated by reference in this Proxy Statement, other than exhibits to those documents which are not specifically incorporated by reference. Requests should be directed to: WNS (Holdings) Limited, Plant 10, Gate 4, Godrej & Boyce Complex, Pirojshanagar, Vikhroli (W), Mumbai 400 079, India, Attention: Gopi Krishnan.

The Company’s filings with Commission are available to the public over the Internet at the Commission’s website at http://www.sec.gov. You also may read and copy any document that the Company files with the Commission at the Commission public reference room in Washington, D.C. Please call the Commission at 1-800-732-0330 for further information about public reference room.

EX-99.4

Exhibit 99.4

MMMMMMMMMMMM MMMMMMMMMMMMMM C123456789000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 extENDORSEMENT_LINE______________ SACKPACK_____________ 000000000.000000 ext 000000000.000000 extYour vote matters – here’s how to vote!MR A SAMPLE You may vote online or by phone instead of mailing this card. DESIGNATION (IF ANY) Votes submitted electronically must beADD 1000001 ADD 2 received by 11:59 p.m., EDT, on May 28, 2024.ADD 3 ADD 4MMMMMMMMM ADD 5 OnlineADD 6Go to www.investorvote.com/wns or scan the QR code — login details are located in the shaded bar below.PhoneCall toll free 1-800-652-VOTE (8683) within the USA, US territories and CanadaSave paper, time and money! Using a black ink pen, mark your votes with an X as shown in this example. Sign up for electronic delivery at Please do not write outside the designated areas. www.investorvote.com/wns2024 Extraordinary General Meeting Proxy Card 1234 5678 9012 345qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. qA Proposals — The Board of Directors recommend a vote FOR for Proposals 1 and 2.+For Against Abstain1. To authorize the purchase of 1.1 million ordinary shares, effective from May 30, 2024 to March 31, 2025 (both days inclusive), subject to minimum and maximum price and an aggregate limit on the number of ordinary shares to be purchased as provided in the accompanying notice.For Against Abstain2. To authorize the purchase of 3 million ordinary shares, effective from May 30, 2024 to November 29, 2025 (both days inclusive), subject to minimum and maximum price and an aggregate limit on the number of ordinary shares to be purchased as provided in the accompanying notice.B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below.Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.C 1234567890    J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE ANDMR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE ANDMMMMMM 1UPX 615006 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND +03ZY0E

2024 Extraordinary General Meeting Admission Ticket2024 Extraordinary General Meeting of WNS (Holdings) Limited Shareholders May 30, 2024, 11:00 a.m. BST22 Grenville Street, St Helier, Jersey JE4 8PX, Channel IslandsUpon arrival, please present this admission ticket and photo identification at the registration desk.Important notice regarding the Internet availability of proxy materials for the Extraordinary General Meeting of Shareholders. The material is available at: https://edocumentview.com/WNSSmall steps make an impact.Help the environment by consenting to receive electronic delivery, sign up at www.investorvote.com/wnsqIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. qWNS (Holdings) Limited + Notice of 2024 Extraordinary General Meeting of ShareholdersProxy Solicited by Board of Directors for Extraordinary General Meeting — May 30, 2024I/We [insert name] of [address] (BLOCK LETTERS PLEASE), being (a) shareholder(s) of the above named Company, hereby appoint the [insert name] as my/our proxy to vote for me/us and on my/our behalf at the Extraordinary General Meeting of the Company to be held at 11.00 am British Summer Time on May 30, 2024 and at any adjournment thereof or on a poll in respect of [insert number] Ordinary shares in the capital of the Company.Shares represented by this proxy will be voted by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR items 1 and 2.In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.(Items to be voted appear on reverse side)C Non-Voting ItemsChange of Address — Please print new address below. Meeting Attendance Mark box to the right if you plan to attend the Annual Meeting.+