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WNS Announces Fourth Quarter and Full Year Fiscal 2010 Earnings Updates Guidance for Fiscal 2011
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WNS Announces Fourth Quarter and Full Year Fiscal 2010 Earnings Updates Guidance for Fiscal 2011

WNS (Holdings) Limited(NYSE: WNS), a leading provider of global business process outsourcing(BPO) services, today announced results for the fiscal fourth quarter andyear ended March 31, 2010, and updated its guidance on revenue less r


NEW YORK, NY and MUMBAI, INDIA -- (Marketwire) -- 05/21/10 -- WNS (Holdings) Limited(NYSE: WNS), a leading provider of global business process outsourcing(BPO) services, today announced results for the fiscal fourth quarter andyear ended March 31, 2010, and updated its guidance on revenue less repairpayments and adjusted net income (ANI) (or net income attributable to WNSshareholders excluding amortization of intangible assets, share-basedcompensation and gain/loss attributable to non-controlling interest) forfiscal 2011, due to the increased volatility in exchange rates.

Fiscal Q4 2010

Revenue for the fiscal fourth quarter 2010 of $157.6 million represented anincrease of 24.6% over the corresponding quarter in the prior fiscal year,while revenue less repair payments at $96.7 million increased 1.8% over thecorresponding quarter in the prior fiscal year. The growth in revenue lessrepair payments largely resulted from the impact of a stronger BritishPound (GBP), and increased transaction volumes from new clients. Thisgrowth was offset by transaction volume declines in the travel andinsurance industries and the second year pricing terms for the Aviva GlobalServices (AGS) contract.

Net income for the fiscal fourth quarter 2010 was $1.0 million compared to$2.5 million during the corresponding quarter in the prior fiscal year. Thenet income in the fiscal fourth quarter was impacted primarily by thestronger Indian Rupee (INR), transaction volume declines in the travel andinsurance industries, one-time severance costs of $2.1 million associatedwith changes in senior management, and lower revenues resulting from thesecond year pricing terms for the AGS contract. This decline was partiallyoffset by tighter cost management and improved scale benefits.

Adjusted net income was $13.3 million, a decline of 2.6% over thecorresponding quarter in the prior year. The primary drivers of thisdecline were similar to those highlighted in the prior paragraph.

""As I discussed on our April 22 call, we are very focused on our strategicinitiatives and expanding our client relationships,"" said Keshav Murugesh,Group Chief Executive Officer. ""We have an active sales pipeline and aredeveloping a more client-centric approach to existing work. Along withopportunities we see in developing new service offerings, we will bewell-positioned to achieve long-term growth in our top and bottom lines.""

WNS recorded a diluted income per ADS of $0.02 for the fiscal fourthquarter 2010. Adjusted diluted net income per ADS (or diluted incomeattributable to WNS shareholders per ADS excluding amortization ofintangible assets, share-based compensation and loss attributable tonon-controlling interest) was $0.30 for the quarter.

Fiscal Year 2010

For the fiscal year 2010, WNS achieved revenue of $582.5 million,representing an increase of 11.8% over the prior fiscal year. Revenue lessrepair payments of $390.5 million increased 1.4% over the prior year. Thegrowth in revenue less repair payments was largely a result of increasedrevenue from new and existing clients. This growth was offset by thedecline in the GBP/USD exchange rate.

Net income for the full year ended March 31, 2010 was $3.7 million comparedto $8.2 million in the prior fiscal year. The net income decrease was aresult of the full year impact from interest and amortization charges fromthe AGS acquisition, foreign exchange losses, lower revenue resulting fromthe second year pricing terms of the AGS contract, one-time severance costsof $2.1 million associated with changes in senior management and lowertransaction volumes in the travel and insurance spaces. These werepartially offset by improved synergies in operations from our acquisitions,tighter cost management, improved scale benefits and lower interest expenseduring the second half of the year resulting from WNS's debt payments.

However, adjusted net income was $50.7 million, an increase of 8.6% overfiscal 2009.

Net income in fiscal 2010 compared with fiscal 2009 included higheramortization and share-based compensation charges. Net income and adjustednet income results also reflected $1 million in one-time costs associatedwith the unwinding of interest rate swaps from a $15 million prepayment WNSmade on its term loan in January 2010.

WNS recorded a diluted income per ADS of $0.08 for the fiscal year 2010.Adjusted diluted net income per ADS was $1.15 for the year.

""We expect to have lower interest expense and aim to improve our operatingmetrics in fiscal 2011. As such, we should continue to generate a strongamount of cash and maintain our adjusted operating margins,"" said AlokMisra, Group Chief Financial Officer.

Financial Highlights: Fiscal Fourth Quarter Ended March 31, 2010

Financial Highlights: Fiscal Year Ended March 31, 2010

Reconciliations of non-GAAP financial measures to GAAP operating results asalso the effects of the financial statement adjustments on WNS's previouslyreported consolidated financial statements are included at the end of thisrelease.

Restatement of Audited Financial Statements

On April 22, 2010, WNS announced that it had, in consultation with itsAudit Committee, concluded that corrections to its prior accountingtreatment for referral fees earned from garages and, revenues and costs oncompleted but unbilled repairs, in its Auto Claims BPO segment (theAutoClaims business) are required.

The financial information included in this press release reflects theseaccounting changes. WNS will restate its audited financial statements forthe years ended March 31, 2009 and 2008 (as well as selected financialinformation for the years ended March 31, 2007 and 2006 and the quarterlyinformation for fiscal 2010 and 2009) to reflect these accounting changesand intends to include the restated financial information in its AnnualReport on Form 20-F for fiscal 2010. All prior period financial informationcontained in this press release gives effect to the restatement of WNSconsolidated financials.

Based on its evaluation, management has concluded that as of March 31,2010, WNS's disclosure control and procedures and internal control overfinancial reporting were not effective due to a material weaknessidentified in the design and operating effectiveness of the Company'scontrols over the recognition and accrual of repair payments to garages andthe related fees in its Auto Claims BPO segment. In order to remediate theidentified material weakness, management intends to augment its existing USGAAP expertise and strengthen its monitoring controls and documentation forthe revenue recognition process in the Auto Claims BPO segment.

Fiscal 2011 Guidance

WNS is updating its guidance for the fiscal year ending March 31, 2011provided on April 22, 2010 due to the increased volatility in exchangerates:

""When we had provided our initial guidance for Fiscal 2011 on 22 April, theprevailing GBP to USD exchange rate was 1.53 whereas it has dropped to 1.45in the last few days. Our updated guidance reflects this depreciation ofthe British Pound on the revenue while the impact on the ANI is partlyoffset by the depreciation in the Indian Rupee,"" continued Misra. ""While wesee these headwinds, the BPO market is ripe with opportunity and WNS is ina solid position to take advantage of the growth opportunities within thespace.""

Conference Call
WNS will host a conference call on May 21, 2010 at 8:00 am (EDT) to discussthe company's quarterly results.

To participate in the call, please use the following details: +1-866-543-6407; international dial-in +1-617-213-8898; participant passcode82880611. A replay will be available for one week following the call at +1-888-286-8010; international dial-in +1-617-801-6888; passcode 63770434,as well as on the WNS website, www.wns.com, beginning two hours after theend of the call.

About WNS
WNS (Holdings) Limited (NYSE: WNS) is a leading global business processoutsourcing company. Deep industry and business process knowledge, apartnership approach, comprehensive service offering and a proven trackrecord enables WNS to deliver business value to some of the leadingcompanies in the world. WNS is passionate about building a market-leadingcompany valued by our clients, employees, business partners, investors andcommunities. For more information, visit www.wns.com.

About Non-GAAP Financial Measures
For financial statement reporting purposes, the company has two reportablesegments: WNS Global BPO and WNS Auto Claims BPO. In the auto claimssegment, which includes WNS Assistance and Chang Limited, WNS providesclaims-handling and accident-management services, in which it arranges forautomobile repairs through a network of third-party repair centers. In itsaccident-management services, WNS acts as the principal in dealings withthe third-party repair centers and clients.

In order to provide accident-management services, the Company arranges forthe repair through a network of repair centers. Repair costs are invoicedto customers. Amounts invoiced to customers for repair costs paid to theautomobile repair centers are recognized as revenue. The Company usesrevenue less repair payments for ""fault"" repairs as a primary measure toallocate resources and measure segment performance. Revenue less repairpayments is a non-GAAP measure which is calculated as revenue less paymentsto repair centers. For ""non fault repairs,"" revenue including repairpayments is used as a primary measure. As the Company provides aconsolidated suite of accident management services including credit hireand credit repair for its ""Non fault"" repairs business, the Companybelieves that measurement of that line of business has to be on a basisthat includes repair payments in revenue.

The Company believes that the presentation of this non-GAAP measure in thesegmental information provides useful information for investors regardingthe segment's financial performance. The presentation of this non-GAAPinformation is not meant to be considered in isolation or as a substitutefor the Company's financial results prepared in accordance with US GAAP.

Safe Harbor Statement under the provisions of the United States PrivateSecurities Litigation Reform Act of 1995

These forward-looking statements are based on our current expectations,assumptions, estimates and projections about our Company and our industry.The forward-looking statements are subject to various risks anduncertainties. Generally, these forward-looking statements can beidentified by the use of forward-looking terminology such as ""anticipate,""""believe,"" ""estimate,"" ""expect,"" ""intend,"" ""will,"" ""project,"" ""seek,""""should"" and similar expressions. Those statements include, among otherthings, the discussions of our business strategy, industry growthpotential, expansion opportunities and expectations concerning our futurefinancial performance and growth potential, including our fiscal 2011guidance and future profitability; our ability to generate free cash; andour future operations. We caution you that reliance on any forward-lookingstatement involves risks and uncertainties, and that although we believethat the assumptions on which our forward-looking statements are based arereasonable, any of those assumptions could prove to be inaccurate, and, asa result, the forward-looking statements based on those assumptions couldbe materially incorrect. These factors include but are not limited toworldwide economic and business conditions; political or economicinstability in the jurisdictions where we have operations; regulatory,legislative and judicial developments; our ability to attract and retainclients technological innovation; telecommunications or technologydisruptions; future regulatory actions and conditions in our operatingareas; our dependence on a limited number of clients in a limited number ofindustries; our ability to expand our business or effectively managegrowth; our ability to hire and retain enough sufficiently trainedemployees to support our operations; negative public reaction in the US orthe UK to offshore outsourcing; increasing competition in the BPO industry;our ability to successfully grow our revenue, expand our service offeringsand market share and achieve accretive benefits from our acquisition ofAviva Global Services Singapore Pte. Ltd. (which we have renamed as WNSCustomer Solutions (Singapore) Private Limited following our acquisition),or Aviva Global, and our master services agreement with Aviva GlobalServices (Management Services) Private Limited; our ability to successfullyconsummate strategic acquisitions; the implications of the accountingchanges and restatement of our financial statements discussed in this pressrelease for WNS's reporting with the U.S. Securities and ExchangeCommission (SEC) (including the timing of that reporting), and any adversedevelopments in existing legal proceedings or the initiation of new legalproceedings; and volatility of WNS's ADS price. These and other factors aremore fully discussed in our annual report on Form 20-F for the fiscal yearended March 31, 2009 filed with the SEC which is available at www.sec.gov.In light of these and other uncertainties, you should not conclude that wewill necessarily achieve any plans, objectives or projected financialresults referred to in any of the forward-looking statements. Except asrequired by law, we do not undertake to release revisions of any of theseforward-looking statements to reflect future events or circumstances.

References to ""$"" and ""USD"" refer to the United States dollars, the legalcurrency of the United States; references to ""GBP"" refer to the BritishPound, the legal currency of Britain; and references to ""INR"" refer toIndian Rupees, the legal currency of India.


WNS HOLDINGS LIMITED
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited, amounts in thousands, except share and per share data)

Three months ended March 31,
------------------------------------------------------
2010 2009
------------ ----------------------------------------
As
previously
As restated Adjustments reported
----------------------------------------

Revenue $ 157,552 $ 126,433 $ 6,080 $ 132,513
Cost of
revenue (a) 123,480 93,678 6,209 99,887
------------------------------------------------------
Gross profit 34,072 32,755 (129) 32,626
Operating
expenses:
Selling, general
and
administrative
expenses (a) 22,783 17,119 -- 17,119
Amortization of
intangible
assets 8,053 8,012 -- 8,012
------------------------------------------------------

Operating income 3,236 7,624 (129) 7,495
Other expenses
(income), net (777) (262) -- (262)
Interest expenses 2,757 4,460 -- 4,460
------------------------------------------------------
Income before
income taxes 1,256 3,426 (129) 3,297
Provision for
income taxes 410 994 (36) 958
------------------------------------------------------
Consolidated net
income 846 2,432 (93) 2,339
Less: Net loss
attributable to
noncontrolling
interest (179) (107) -- (107)
------------------------------------------------------
Net income
attributable to
WNS (Holdings)
Limited
shareholders $ 1,025 $ 2,539 $ (93) $ 2,446
======================================================

Earnings per
share of
ordinary share
Basic $ 0.02 $ 0.06 $ 0.00 $ 0.06
Diluted $ 0.02 $ 0.06 $ 0.00 $ 0.06

Basic weighted
average ordinary
shares
outstanding 43,504,631 42,591,278 -- 42,591,278
Diluted weighted
average ordinary
shares
outstanding 44,615,440 42,793,875 -- 42,793,875

Note:
(a) Includes the
following share-
based
compensation
amounts:
Cost of revenue $ 963 $ 967 $ -- $ 967
Selling, general
and
administrative
expenses $ 3,446 $ 2,426 $ -- $ 2,426


Year ended March 31,
------------------------------------------------------
2010 2009
----------- -----------------------------------------
As
previously
As restated Adjustments reported
-----------------------------------------

Revenue $ 582,461 $ 520,901 $ 18,363 $ 539,264
Cost of revenue
(a) 439,248 391,808 18,508 410,316
------------------------------------------------------
Gross profit 143,213 129,093 (145) 128,948
Operating
expenses:
Selling, general
and
administrative
expenses (a) 86,231 75,522 -- 75,522
Amortization of
intangible
assets 32,422 24,912 -- 24,912
------------------------------------------------------

Operating income 24,560 28,659 (145) 28,514
Other expenses
(income), net 7,052 5,639 -- 5,639
Interest expenses 13,823 11,782 -- 11,782
------------------------------------------------------
Income before
income taxes 3,685 11,238 (145) 11,093
Provision for
income taxes 998 3,343 (41) 3,302
------------------------------------------------------
Consolidated net
income 2,687 7,895 (104) 7,791
Less: Net loss
attributable to
noncontrolling
interest (1,023) (287) -- (287)
------------------------------------------------------
Net income
attributable to
WNS (Holdings)
Limited
shareholders $ 3,710 $ 8,182 $ (104) $ 8,078
======================================================

Earnings per
share of
ordinary share
Basic $ 0.09 $ 0.19 $ 0.00 $ 0.19
Diluted $ 0.08 $ 0.19 $ 0.00 $ 0.19

Basic weighted
average ordinary
shares
outstanding 43,093,316 42,520,404 -- 42,520,404
Diluted weighted
average ordinary
shares
outstanding 44,174,128 43,108,599 -- 43,108,599

Note:
(a) Includes the
following share-
based
compensation
amounts:
Cost of revenue $ 3,730 $ 3,647 $ -- $ 3,647
Selling, general
and
administrative
expenses $ 11,397 $ 9,775 $ -- $ 9,775





Reconciliation of revenue less repair payments (non-GAAP) to revenue (GAAP)


Amounts in thousands

Three months ended March 31,
--------------------------------------------------
2010 2009
--------- ---------------------------------------
As
previously
As restated Adjustments reported
---------------------------------------
Revenue less repair
payments (Non-GAAP) $ 96,731 $ 95,010 $ 533 $ 95,543
Add: Payments to repair
centers 60,821 31,423 5,547 36,970
--------------------------------------------------
Revenue (GAAP) $ 157,552 $ 126,433 $ 6,080 $ 132,513
==================================================


Year ended March 31,
--------------------------------------------------
2010 2009
--------- ---------------------------------------
As
As previously
restated Adjustments reported
---------------------------------------
Revenue less repair
payments (Non-GAAP) $ 390,538 $ 385,027 $ 1,346 $ 386,373
Add: Payments to repair
centers 191,923 135,874 17,017 152,891
--------------------------------------------------
Revenue (GAAP) $ 582,461 $ 520,901 $ 18,363 $ 539,264
==================================================




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

Amounts in thousands

Three months ended March 31,
--------------------------------------------------
2010 2009
--------- ----------------------------------------
As
previously
As restated Adjustments reported
----------------------------------------
Cost of revenue
(excluding share-based
compensation expense and
payment to repair
centers) (Non-GAAP) $ 61,696 $ 61,288 $ 662 $ 61,950
Add: Payments to repair
centers 60,821 31,423 5,547 36,970
Add: Share-based
compensation expense 963 967 -- 967
--------------------------------------------------
Cost of revenue (GAAP) $ 123,480 $ 93,678 $ 6,209 $ 99,887
==================================================

Year ended March 31,
--------------------------------------------------
2010 2009
--------- --------------------------------------
As
As previously
restated Adjustments reported
--------------------------------------
Cost of revenue
(excluding
share-based
compensation expense
and payment to repair
centers) (Non-GAAP) $ 243,595 $ 252,287 $ 1,491 $ 253,778
Add: Payments to repair
centers 191,923 135,874 17,017 152,891
Add: Share-based
compensation expense 3,730 3,647 -- 3,647
--------------------------------------------------
Cost of revenue (GAAP) $ 439,248 $ 391,808 $ 18,508 $ 410,316
==================================================


Reconciliation of selling, general and administrative expense (non-GAAP to
GAAP)

Amounts in thousands

Three months ended March 31,
--------------------------------------------------
2010 2009
-------- ----------------------------------------
As
previously
As restated Adjustments reported
----------------------------------------
Selling, general and
administrative
expenses (excluding
share-based
compensation expense
and related FBT(1))
(Non-GAAP) $ 19,337 $ 14,862 $ -- $ 14,862
Add: Share-based
compensation expense 3,446 2,426 -- 2,426
Add: Related FBT(1) -- (169) -- (169)
--------------------------------------------------
Selling, general and
administrative
expenses (GAAP) $ 22,783 $ 17,119 $ -- $ 17,119
==================================================


Year ended March 31,
--------------------------------------------------
2010 2009
--------- --------------------------------------
As
As previously
restated Adjustments reported
--------------------------------------
Selling, general and
administrative
expenses (excluding
share-based
compensation
expense and related
FBT(1)) (Non-GAAP) $ 74,375 $ 65,301 $ -- $ 65,301
Add: Share-based
compensation expense 11,397 9,775 -- 9,775
Add: Related FBT(1) 459 446 -- 446
--------------------------------------------------
Selling, general and
administrative
expenses (GAAP) $ 86,231 $ 75,522 $ -- $ 75,522
==================================================




Reconciliation of operating income (non-GAAP to GAAP)

Amounts in thousands

Three months ended March 31,
--------------------------------------------------
2010 2009
-------- ----------------------------------------
As
previously
As restated Adjustments reported
----------------------------------------
Adjusted operating income
(excluding amortization
of intangible assets,
share-based
compensation, and
related FBT(1)) (Non-
GAAP) $ 15,698 $ 18,860 $ (129) $ 18,731
Less: Amortization of
intangible assets 8,053 8,012 -- 8,012
Less: Share-based
compensation expense 4,409 3,393 -- 3,393
Less: Related FBT(1) -- (169) -- (169)
--------------------------------------------------
Operating income (GAAP) $ 3,236 $ 7,624 $ (129) $ 7,495
==================================================


Year ended March 31,
--------------------------------------------------
2010 2009
--------- --------------------------------------
As
As previously
restated Adjustments reported
--------------------------------------
Adjusted operating income
(excluding amortization
of intangible assets,
share-based
compensation, and
related FBT(1))
(Non-GAAP) $ 72,568 $ 67,439 $ (145) $ 67,294
Less: Amortization of
intangible assets 32,422 24,912 -- 24,912
Less: Share-based
compensation expense 15,127 13,422 -- 13,422
Less: Related FBT(1) 459 446 -- 446
--------------------------------------------------
Operating income (GAAP) $ 24,560 $ 28,659 $ (145) $ 28,514
==================================================

1. FBT means the fringe benefit taxes on options and restricted share units
granted to employees under the WNS 2002 Stock Incentive Plan and the WNS
2006 Incentive Award Plan (as applicable) payable by WNS to the
Government of India. In August 2009, the Government of India passed the
Finance (No.2) Bill, 2009 which withdrew the levy of FBT.



Reconciliation of net income attributable to WNS shareholders (non-GAAP to
GAAP)

Amounts in thousands

Three months ended March 31,
--------------------------------------------------
2010 2009
-------- ----------------------------------------
As
previously
As restated Adjustments reported
----------------------------------------
Adjusted net income
(excluding
amortization of
intangible assets,
share-based
compensation
expense, related
FBT(1) and loss
attributable to
noncontrolling
interest)
(Non-GAAP) $ 13,308 $ 13,668 $ (93) $ 13,575
Less: Amortization
of intangible assets 8,053 8,012 -- 8,012
Less: Share-based
compensation expense 4,409 3,393 -- 3,393
Less: Related FBT(1) -- (169) -- (169)
Add: Loss attributable
to noncontrolling
interest 179 107 -- 107
--------------------------------------------------
Net income
attributable to WNS
(Holdings) Limited
shareholders (GAAP) $ 1,025 $ 2,539 $ (93) $ 2,446
==================================================


Year ended March 31,
--------------------------------------------------
2010 2009
--------- --------------------------------------
As
As previously
restated Adjustments reported
--------------------------------------
Adjusted net income
(excluding
amortization of
intangible assets,
share-based
compensation
expense, related
FBT(1) and loss
attributable to
noncontrolling
interest)
(Non-GAAP) $ 50,695 $ 46,675 $ (104) $ 46,571
Less: Amortization of
intangible assets 32,422 24,912 -- 24,912
Less: Share-based
compensation expense 15,127 13,422 -- 13,422
Less: Related FBT(1) 459 446 -- 446
Add: Loss attributable
to noncontrolling
interest 1,023 287 -- 287
---------------------------------------------------
Net income
attributable
to WNS
(Holdings) Limited
shareholders (GAAP) $ 3,710 $ 8,182 $ (104) $ 8,078
===================================================

1. FBT means the fringe benefit taxes on options and restricted share units
granted to employees under the WNS 2002 Stock Incentive Plan and the WNS
2006 Incentive Award Plan (as applicable) payable by WNS to the
Government of India. In August 2009, the Government of India passed the
Finance (No.2) Bill, 2009 which withdrew the levy of FBT.




Reconciliation of basic income per ADS (non-GAAP to GAAP)

Amounts in thousands

Three months ended March 31,
--------------------------------------------------
2010 2009
-------- ----------------------------------------
As
previously
As restated Adjustments reported
----------------------------------------
Basic adjusted net
income per ADS
(excluding
amortization of
intangible
assets, share-based
compensation
expense, related
FBT(1) and loss
attributable to
noncontrolling
interest)
(Non-GAAP) $ 0.31 $ 0.32 $ 0.00 $ 0.32
Less: Adjustments for
amortization of
intangible
assets, share-based
compensation
expense, related
FBT(1) and loss
attributable to
noncontrolling
interest 0.29 0.26 -- 0.26
--------------------------------------------------
Basic income per ADS
(GAAP) $ 0.02 $ 0.06 $ 0.00 $ 0.06
==================================================


Year ended March 31,
--------------------------------------------------
2010 2009
--------- --------------------------------------
As
As previously
restated Adjustments reported
--------------------------------------
Basic adjusted net
income per ADS
(excluding
amortization of
intangible
assets, share-based
compensation
expense, related
FBT(1) and loss
attributable to
noncontrolling
interest)
(Non-GAAP) $ 1.18 $ 1.10 0.00 $ 1.10
Less: Adjustments for
amortization of
intangible
assets, share-based
compensation
expense, related
FBT(1) and loss
attributable to
noncontrolling
interest 1.09 0.91 -- 0.91
--------------------------------------------------
Basic income per ADS
(GAAP) $ 0.09 $ 0.19 0.00 $ 0.19
==================================================




Reconciliation of diluted income per ADS (non-GAAP to GAAP)

Amounts in thousands

Three months ended March 31,
--------------------------------------------------
2010 2009
-------- ----------------------------------------
As
previously
As restated Adjustments reported
----------------------------------------
Diluted adjusted net
income per ADS
(excluding
amortization
of intangible
assets, share-based
compensation
expense, related
FBT(1) and loss
attributable to
noncontrolling
interest)
(Non-GAAP) $ 0.30 $ 0.32 $ 0.00 $ 0.32
Less: Adjustments for
amortization of
intangible assets,
share-based
compensation
expense, related
FBT(1) and loss
attributable to
noncontrolling
interest 0.28 0.26 -- 0.26
---------------------------------------------------
Diluted income per ADS
(GAAP) $ 0.02 $ 0.06 $ 0.00 $ 0.06
===================================================


Year ended March 31,
--------------------------------------------------
2010 2009
--------- --------------------------------------
As
As previously
restated Adjustments reported
--------------------------------------
Diluted adjusted net
income per ADS
(excluding
amortization
of intangible
assets, share-based
compensation
expense, related
FBT(1) and loss
attributable to
noncontrolling
interest)
(Non-GAAP) $ 1.15 $ 1.08 0.00 $ 1.08
Less: Adjustments for
amortization of
intangible assets,
share-based
compensation
expense, related
FBT(1) and loss
attributable to
noncontrolling
interest 1.07 0.89 -- 0.89
--------------------------------------------------
Diluted income per ADS
(GAAP) $ 0.08 $ 0.19 0.00 $ 0.19
==================================================

1. FBT means the fringe benefit taxes on options and restricted share units
granted to employees under the WNS 2002 Stock Incentive Plan and the WNS
2006 Incentive Award Plan (as applicable) payable by WNS to the
Government of India. In August 2009, the Government of India passed the
Finance (No.2) Bill, 2009 which withdrew the levy of FBT.




WNS HOLDINGS LIMITED
CONSOLIDATED BALANCE SHEET
(Unaudited, amounts in thousands, except share and per share data)

As at March 31,
----------------------------------------------------
2010 2009
-------- -------------------------------------------
As
previously
As restated Adjustments reported
----------------------------------------------------

ASSETS
Current assets:
Cash and cash
equivalents $ 32,311 $ 38,931 $ -- $ 38,931
Bank deposits and
marketable
securities 45 8,925 -- 8,925
Accounts receivable,
net 84,974 71,183 (9,926) 61,257
Accounts receivable
-- related parties 739 64 -- 64
Funds held for
clients 11,372 5,379 -- 5,379
Employee receivables 1,526 745 -- 745
Prepaid expenses 2,101 2,082 -- 2,082
Prepaid income taxes 5,602 5,768 -- 5,768
Deferred tax assets 1,959 1,718 25 1,743
Other current assets 36,308 38,647 -- 38,647
----------------------------------------------------

Total current
assets 176,937 173,442 (9,901) 163,541
Goodwill 90,662 81,679 -- 81,679
Intangible assets, net 188,079 217,372 -- 217,372
Property and equipment,
net 51,700 55,992 -- 55,992
Other assets 10,242 11,449 -- 11,449
Deposits 7,086 6,309 -- 6,309
Deferred tax assets 25,184 15,584 -- 15,584
----------------------------------------------------

----------------------------------------------------
TOTAL ASSETS $ 549,890 $ 561,827 $ (9,901) $ 551,926
====================================================


LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 27,900 $ 30,879 $ -- $ 30,879
Accounts payable --
related parties -- 42 -- 42
Current portion of
long term debt 40,000 45,000 -- 45,000
Short term line of
credit -- 4,331 -- 4,331
Accrued employee cost 30,977 23,754 -- 23,754
Deferred revenue 4,891 5,583 -- 5,583
Deferred tax
liabilities -- 27 (27) --
Income taxes payable 2,550 3,995 -- 3,995
Other current
liabilities 67,585 63,870 (9,744) 54,126
-------------------------------------------------

Total current
liabilities 173,903 177,481 (9,771) 167,710
Long term debt 95,000 155,000 -- 155,000
Deferred revenue 3,515 3,561 -- 3,561
Other liabilities 3,727 1,967 -- 1,967
Accrued pension
liability 3,921 2,570 -- 2,570
Deferred tax
liabilities 8,343 9,946 -- 9,946
Derivative contracts 7,600 23,163 -- 23,163
----------------------------------------------------

TOTAL LIABILITIES 296,009 373,688 (9,771) 363,917




WNS HOLDINGS LIMITED
CONSOLIDATED BALANCE SHEET
(Unaudited, amounts in thousands, except share and per share data)

Commitments and
contingencies
Equity:
WNS (Holdings) Limited
shareholders' equity:
Ordinary shares, $0.16 (10
pence) par value,
authorized:
50,000,000 shares; Issued
and outstanding:
43,743,953 and 42,607,403
shares, respectively 6,848 6,667 -- 6,667
Additional paid-in-capital 203,531 184,122 -- 184,122
Retained earnings 50,797 47,087 (170) 46,917
Accumulated other
comprehensive loss (7,573) (49,750) 40 (49,710)
----------------------------------------------
WNS (Holdings) Limited
shareholders' equity 253,603 188,126 (130) 187,996
Noncontrolling interest 278 13 -- 13
----------------------------------------------

Total equity 253,881 188,139 (130) 188,009
----------------------------------------------

----------------------------------------------
TOTAL LIABILITIES AND
EQUITY $ 549,890 $ 561,827 $ (9,901) $ 551,926
==============================================




WNS (HOLDINGS) LIMITED
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited, amounts in thousands)


Year ended March 31,
----------------------------------------------------
2010 2009
------------ ---------------------------------------
As
As previously
restated Adjustments reported
---------------------------------------
Cash flows from
operating activities
Net cash provided
by operating
activities $ 54,275 $ 62,879 $ 18 $ 62,897

Cash flows from
investing activities
Acquisitions, net of
cash received (1,461) (290,994) -- (290,994)
Facility and
property cost (13,257) (22,693) -- (22,693)
Proceeds from sale
of assets, net 660 342 -- 342
Marketable
securities and
deposits sold
(purchased), net 9,548 (2,273) -- (2,273)
---------------------------------------------------
Net cash used in
investing
activities (4,510) (315,618) -- (315,618)
---------------------------------------------------


Cash flows from
financing activities
Proceeds from
exercise of stock
options 3,933 988 -- 988
Excess tax benefits
from share-based
compensation 1,825 2,226 -- 2,226
Proceeds from issue
of shares by
subsidiary to non
controlling
interest 1,348 300 -- 300
Repayment of long
term debt (65,000) -- -- --
Payment of debt
issuance cost (87) (1,197) -- (1,197)
Proceeds from long
term debt -- 200,000 -- 200,000
Repayment of short
term borrowings,
net (4,128) (2,894) -- (2,894)
Principal payments
under capital
leases (57) (183) -- (183)
---------------------------------------------------
Net cash (used in)
provided by
financing
activities (62,166) 199,240 -- 199,240
---------------------------------------------------

Effect of exchange
rate changes on cash
and cash equivalents 5,781 (10,268) (18) (10,286)
Net change in cash
and cash
equivalents (6,620) (63,767) -- (63,767)
Cash and cash
equivalents at
beginning of year 38,931 102,698 -- 102,698
---------------------------------------------------
Cash and cash
equivalents at end
of year $ 32,311 $ 38,931 $ -- $ 38,931
===================================================

CONTACT:
Investors:
Alan Katz
VP -- Investor Relations
WNS (Holdings) Limited
+1 212 599-6960 ext. 241
Email Contact

Media:
Deborah Kops
Chief Marketing Officer
WNS (Holdings) Limited
+ 1 703 321-6526
Email Contact

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