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~~SECURITIES~~UNITED ~~AND~~STATES ~~EXCHANGE COMMISSION~~

~~WASHINGTON,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

~~10-Q~~WASHINGTON, D.C. 20549

Form

~~(Mark One)~~ 10-Q

~~☒ Quarterly Report Pursuant to Section 13 or 15~~(dMark One) ~~of the Securities Exchange Act of 1934~~

~~For~~☒ ~~the~~ Quarterly ~~Period~~Report ~~ended~~Pursuant ~~December~~to ~~31,~~Section ~~2024~~13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period ended June 30,

Or 2025

☐Or ~~Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

~~For~~☐ ~~the~~ Transition ~~Period~~Report ~~from~~ Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~001-32945~~For the Transition Period from to

Commission file number:

~~WNS (HOLDINGS) LIMITED~~ 001-32945

~~(Exact~~WNS ~~name of registrant as specified in its charter~~(HOLDINGS) LIMITED

Jersey, Channel Islands		001-32945		Not Applicable
(State or other jurisdictionof incorporation)		(CommissionFile Number)		(IRS EmployerIdentification No.)

(Exact name of registrant as specified in its charter)

Gate 4, Godrej & Boyce ComplexPirojshanagar, Vikhroli (W) Mumbai, IndiaMalta House, 36-38 Piccadilly, London515 Madison Avenue, 8th Floor, New York, NY	400 079W1J 0DP10022
Jersey, Channel Islands	001-32945	Not Applicable
(Addresses of principal executive offices)	(Zip codes)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)

+91-22-6826-2100


Gate 4, Godrej & Boyce Complex
Pirojshanagar, Vikhroli (W) Mumbai, India HYLO, 23rd floor, 103-105 Bunhill Row, Old Street, London 515 Madison Avenue, 8th Floor, New York, NY		400 079 ECY1Y 8LZ 10022
(Addresses of principal executive offices)		(Zip codes)

~~Registrant’s telephone number, including area code~~ +91-22-6826-2100

~~Not~~Registrant’s ~~Applicable~~telephone number, including area code

~~(Former~~Not ~~name~~Applicable ~~or former address, if changed since last report)~~

~~Securities~~(Former ~~registered~~name ~~pursuant~~or toformer ~~Section 12(b)~~address, ofif ~~the~~changed ~~Act:~~since last report)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary shares,par value 10 Jersey pence per share		WNS		The New York Stock Exchange

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary shares, par value 10 Jersey pence per share	WNS	The New York Stock Exchange

~~S-T~~Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

~~non~~S-~~accelerated~~T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

~~12b~~non-2accelerated

filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

~~Large accelerated filer ☒ Accelerated filer ☐ Non~~12b-~~accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐~~2

of the Exchange Act.

IfLarge anaccelerated ~~emerging~~filer ~~growth~~☒ ~~company,~~Accelerated ~~indicate~~filer by☐ ~~check~~Non-accelerated ~~mark~~filer if☐ ~~the~~Smaller ~~registrant~~reporting ~~has~~company ~~elected~~☐ ~~not~~Emerging togrowth ~~use~~company ~~the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.~~ ☐

~~12b-2~~If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

~~As at December 31, 2024, there were 46,232,623 ordinary shares (excluding~~ 12b-2~~,800,000 treasury shares), par value 10 Jersey pence per share, of the registrant issued and~~

of the Exchange Act). Yes ☐ No ☒

As at June 30, 2025, there were 42,893,906 ordinary shares, par value 10 Jersey pence per share, of the registrant issued and outstanding.

http://fasb.org/us-gaap/2024#LeaseholdImprovementsMemberP1YP1YP1YP3YP3YTable of Contents

	ItemNo.			PageNo.
PART I			Financial Information		F-3
		1.	Unaudited Consolidated Financial Statements		F-3
			Unaudited Consolidated Balance Sheets as at December 31, 2024 and March 31, 2024		F-3
			Unaudited Consolidated Statements Of Income for the Three and Nine Months Ended December 31, 2024 and 2023		F-4
			Unaudited Consolidated Statements Of Comprehensive Income for Three and Nine Months Ended December 31, 2024 and 2023		F-5
			Unaudited Consolidated Statements Of Shareholders Equity for the Three and Nine Months Ended December 31, 2024 and 2023		F-6
			Unaudited Consolidated Statements Of Cash Flows for the Nine Months Ended December 31, 2024 and 2023		F-10
			Notes To Unaudited Consolidated Financial Statements		F-11
		2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		1
		3.	Quantitative and Qualitative Disclosures About Market Risk		38
		4.	Controls and Procedures		40
PART II			Other Information		II-1
		1.	Legal Proceedings		II-1
		1A.	Risk Factors		II-1
		2.	Unregistered Sales of Equity Securities and Use of Proceeds		II-1
		5.	Other Information		II-3
		6.	Exhibits		II-4
SIGNATURES					II-5

TABLE OF CONTENTS

10-Q


	Item No.			Page No.
PART I			Financial Information
		1.	Unaudited Consolidated Financial Statements
			Unaudited Consolidated Balance Sheets as at June 30, 2025 and March 31, 2025		F-4
			Unaudited Consolidated Statements Of Income for the Three Months Ended June 30, 2025 and 2024		F-6
			Unaudited Consolidated Statements Of Comprehensive Income for Three Months Ended June 30, 2025 and 2024		F-7
			Unaudited Consolidated Statements Of Shareholders Equity for the Three Months Ended June 30, 2025 and 2024		F-8
			Unaudited Consolidated Statements Of Cash Flows for the Three Months Ended June 30, 2025 and 2024		F-10
			Notes To Unaudited Consolidated Financial Statements		F-11
		2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		1
		3.	Quantitative and Qualitative Disclosures About Market Risk		37
		4.	Controls and Procedures		39
PART II			Other Information		II-1
		1.	Legal Proceedings		II-1
		1A.	Risk Factors		II-1
		2.	Unregistered Sales of Equity Securities and Use of Proceeds		II-2
		5.	Other Information		II-4
		6.	Exhibits		II-5
SIGNATURES					II-6

WNS (Holdings) Limited is incorporating by reference the information set forth in this Form

S10-8Q

into its registration statements on Form

~~No. 333~~S-~~136168),~~8

filed on July 31, 2006 (File

SNo. 333-8136168),

Form

~~No. 333~~S-~~157356),~~8

filed on February 17, 2009 (File

SNo. 333-8157356),

Form

~~No. 333~~S-~~176849),~~8

filed on September 15, 2011 (File

SNo. 333-8176849),

Form

~~No. 333~~S-~~191416),~~8

filed on September 27, 2013 (File

SNo. 333-8191416),

Form

~~No. 333~~S-~~214042),~~8

filed on October 11, 2016 (File

SNo. 333-8214042),

Form

~~No. 333~~S-~~228070)~~8

filed on October 31, 2018 (File

SNo. 333-8228070)

and Form

~~No. 333~~S-~~249577).~~8

filed on October 21, 2020 (File

~~CONVENTIONS USED IN THIS REPORT~~ No. 333-249577).

₹CONVENTIONS USED IN THIS REPORT

In this report, references to “US” are to the United States of America, its territories and its possessions. References to “UK” are to the United Kingdom. References to “EU” are to the European Union. References to “India” are to the Republic of India. References to “China” are to the People’s Republic of China. References to “South Africa” are to the Republic of South Africa. References to “$” or “dollars” or “US dollars” are to the legal currency of the US, references to “

~~10-Q~~₹

” or “Indian rupees” are to the legal currency of India, references to “pound sterling” or “£” are to the legal currency of the UK, references to “pence” are to the legal currency of Jersey, Channel Islands, references to “Euro” are to the legal currency of the European Monetary Union, references to “South African rand” or “R” or “ZAR” are to the legal currency of South Africa, references to “A$” or “AUD” or “Australian dollars” are to the legal currency of Australia, references to “CHF” or “Swiss Franc” are to the legal currency of Switzerland, references to “RMB” are to the legal currency of China, references to “LKR” or “Sri Lankan rupees” are to the legal currency of Sri Lanka and references to “PHP” or “Philippine peso” are to the legal currency of the Philippines. Our financial statements are presented in US dollars and prepared in accordance with Generally Accepted Accounting Principles (“US GAAP”), as issued by the Financial Accounting Standards Board (“FASB”), as in effect as at June 30, 2025. To the extent the FASB issues any amendments or any new standards subsequent to June 30, 2025, there may be differences between US GAAP applied to prepare the financial statements included in this report and those that will be applied in our annual financial statements for the year ending March 31, 2026. Unless otherwise indicated, the financial information in this interim report on Form

References to a particular “fiscal year” are to our fiscal year ended March 31 of that calendar year, which is also referred to as “fiscal”. Any discrepancies in any table between totals and sums of the amounts listed are due to rounding. Any amount stated to be $0.0 million represents an amount less than $5,000. 10-Q

has been prepared in accordance with US GAAP, as issued by the FASB. Unless otherwise indicated, references to “GAAP” in this report are to US GAAP, as issued by the FASB. References to “IFRS” in this report are to International Financial Reporting Standards and its interpretations, as issued by the International Accounting Standards Board (“IASB”).

InReferences ~~this~~to ~~report,~~a ~~unless~~particular ~~otherwise~~“fiscal ~~specified~~year” orare ~~the~~to ~~context~~our ~~requires,~~fiscal ~~the~~year ~~term~~ended ~~“WNS”~~March 31 ~~refers~~of tothat ~~WNS~~calendar ~~(Holdings) Limited~~year, awhich ~~public~~is ~~company~~also ~~incorporated~~referred ~~under~~to ~~the~~as ~~laws~~“fiscal”. ofAny ~~Jersey,~~discrepancies ~~Channel~~in ~~Islands,~~any ~~and~~table ~~the~~between ~~terms~~totals ~~“our~~and ~~company,”~~sums “of the ~~Company,”~~amounts ~~“we,”~~listed ~~“our”~~are ~~and~~due ~~“us”~~to ~~refer~~rounding. Any amount stated to ~~WNS~~be ~~(Holdings)~~$0.0 million ~~Limited~~represents ~~and~~an ~~its~~amount ~~subsidiaries~~less than $5,000.

In this report, ~~references~~unless tootherwise specified or the ~~“Commission”~~context orrequires, the term “~~SEC~~WNS” ~~are~~refers to WNS (Holdings) Limited, a public company incorporated under the ~~United~~laws ~~States~~of ~~Securities~~Jersey, Channel Islands, and ~~Exchange~~the ~~Commission~~terms “our company,” “the Company,” “we,” “our” and “us” refer to WNS (Holdings) Limited and its subsidiaries.

~~non-GAAP~~In this report, references to the “Commission” or the “SEC” are to the United States Securities and Exchange Commission.

We also refer in various places within this report to “revenue less repair payments,” which is a

non-GAAP

financial measure that is calculated as (a) revenue less (b) payments to repair centers for “repair services” where we act as the principal in our dealings with the third party repair centers and our clients in our BFSI strategic business unit (“SBU”). This

~~EXPLANATORY NOTE~~ non-GAAP

financial information is not meant to be considered in isolation or as a substitute for our financial results prepared in accordance with GAAP.

~~10-K,~~EXPLANATORY NOTE

WNS, a public company incorporated in Jersey, Channel Islands, qualifies as a foreign private issuer in the United States for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Since July 1, 2024, the Company has chosen to voluntarily file annual reports on Form

10-QK,

quarterly reports on Form

810-KQ

and current reports on Form

208-FK

with the United States Securities and Exchange Commission (the “Commission”) instead of filing on the reporting forms available to foreign private issuers.

~~20-~~F-1

~~8-K~~Table of Contents

FSPECIAL NOTE REGARDING FORWARD-1LOOKING STATEMENTS

~~SPECIAL~~This ~~NOTE~~report ~~REGARDING~~contains ~~FORWARD~~“forward-~~LOOKING~~looking ~~STATEMENTS~~statements” that 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 and uncertainties. Generally, these forward-looking statements can be identified 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 other things, the discussions of our business strategy and expectations concerning our market position, future operations, margins, profitability, liquidity and capital resources, tax assessment orders and future capital expenditures. We caution you that reliance on any forward-looking statement inherently involves risks and uncertainties, and that although we believe that the assumptions on which our forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and, as a result, the forward-looking statements based on those assumptions could be materially incorrect. These risks and uncertainties include but are not limited to:

~~This~~• ~~report contains “forward-looking statements” that are based on~~ our ~~current~~pending ~~expectations,~~acquisition ~~assumptions,~~by ~~estimates~~Capgemini ~~and projections about our company and our industry~~S. ~~The forward-looking statements are subject to various risks and uncertainties~~E. ~~Generally~~, ~~these~~including forward-looking statements can be identified 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 other things, the discussions of our ~~business strategy and~~ expectations ~~concerning~~relating our market position, future operations, margins, profitability, liquidity and capital resources, tax assessment orders and future capital expenditures. We caution you that reliance on any forward-looking statement inherently involves risks and uncertainties, and that although we believe that the assumptions on which our forward-looking statements are based are reasonable, any of those assumptions could prove to ~~be inaccurate, and, as a result,~~ the ~~forward-looking~~timing ~~statements based on those assumptions could be materially incorrect. These risks~~ and ~~uncertainties~~completion ~~include but are not limited to:~~ thereof;

•

worldwide economic and business conditions;

•

our dependence on a limited number of clients in a limited number of industries;

•

currency fluctuations among the Indian rupee, the pound sterling, the US dollar, the Australian dollar, the Euro, the South African rand and the Philippine peso;

•

political or economic instability in the jurisdictions where we have operations;

•

regulatory, legislative and judicial developments;

•

increasing competition in the business process management (“BPM”) industry;

•

technological innovation;

•

our liability arising from cybersecurity attacks, fraud or unauthorized disclosure of sensitive or confidential client and customer data;

•

telecommunications or technology disruptions;

•

our ability to attract and retain clients;

•

negative public reaction in the US or the UK to offshore outsourcing;

•

our ability to collect our receivables from, or bill our unbilled services to, our clients;

•

our ability to expand our business or effectively manage growth;

•

our ability to hire and retain enough sufficiently trained employees to support our operations;

•

the effects of our different pricing strategies or those of our competitors;

•

our ability to successfully consummate, integrate and achieve accretive benefits from our strategic acquisitions, and to successfully grow our revenue and expand our service offerings and market share;

•

future regulatory actions and conditions in our operating areas;

•F-2 ~~our ability to manage the impact of climate change on our business; and~~

•Table ~~volatility~~ of ~~our share price.~~Contents

~~20-F~~• our ability to manage the impact of climate change on our business; and

In• ~~light~~volatility of ~~these~~our ~~and~~share ~~other uncertainties, you should not conclude that we will necessarily achieve any plans, objectives or projected financial results referred to in any of the forward-looking statements~~price. ~~Except as required by law, we do not undertake to release revisions of any of these forward-looking statements to reflect future events or circumstances.~~

These and other factors are more fully discussed in this and our other filings with the SEC, including in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in our annual report on Form

F10-2 K

for our fiscal year ended March 31, 2025.

~~PART~~In Ilight of these and other uncertainties, you should not conclude that we will necessarily achieve any plans, objectives or projected financial results referred to in any of the forward-looking ~~FINANCIAL~~statements. ~~INFORMATION~~Except as required by law, we do not undertake to release revisions of any of these forward-looking statements to reflect future events or circumstances.

~~Item~~F-3 ~~1. Financial Statements~~

~~WNS~~Table ~~(HOLDINGS)~~of ~~LIMITED~~ Contents

~~UNAUDITED~~PART ~~CONSOLIDATED~~I ~~BALANCE~~- ~~SHEETS~~FINANCIAL INFORMATION

~~(Amounts~~Item in1. ~~thousands,~~Financial ~~except~~Statements ~~share and per share data)~~

		As at
	Notes	December 31,2024			March 31,2024
ASSETS
Current assets:
Cash and cash equivalents	5	$	101,629		$	87,431
Investments			129,519			156,531
Accounts receivable, net	6		124,260			124,570
Unbilled revenue	6		97,995			107,777
Funds held for clients	5		6,906			6,853
Derivative assets	11		7,760			5,847
Contract assets	14		15,445			11,949
Prepaid expense and other current assets			31,973			28,720
Assets held for sale	22		2,860			—
Total current assets			518,347			529,678
Goodwill			350,719			356,350
Other intangible assets, net			114,061			124,369
Property and equipment, net			69,963			73,740
Operating lease right-of-use assets	7		173,208			181,388
Derivative assets	11		2,655			1,914
Deferred tax assets	18		56,235			49,919
Investments			325			313
Contract assets	14		58,826			52,849
Other assets			65,434			63,553
TOTAL ASSETS		$	1,409,773		$	1,434,073
LIABILITIES AND EQUITY
Current liabilities:
Accounts payables		$	24,053		$	24,971
Provisions and accrued expenses			34,955			31,180
Derivative liabilities	11		10,515			3,968
Pension and other employee obligations	12		91,996			105,352
Short-term borrowings	9		—			40,000
Current portion of long-term debt	9		56,427			36,675
Contract liabilities	14		17,254			12,902
Income taxes payable	18		6,024			8,302
Operating lease liabilities	7		28,787			28,826
Other liabilities			15,742			19,852
Total current liabilities			285,753			312,028
Derivative liabilities	11		2,551			558
Pension and other employee obligations, less current portion	12		24,194			24,642
Long-term debt, less current portion	9		143,148			102,529
Contract liabilities	14		19,448			12,625
Operating lease liabilities, less current portion	7		153,115			161,054
Other liabilities, less current portion			74			13,897
Deferred tax liabilities	18		18,378			19,432
TOTAL LIABILITIES		$	646,661		$	646,765
Commitments and contingencies	21
Shareholders’ equity:
Share capital (ordinary shares $0.16 (£0.10) par value, authorized 60,000,000 shares; issued: 46,232,623 shares and 45,684,145 shares; each as at December 31, 2024 and March 31, 2024, respectively)	13		7,420			7,349
Additional paid-in capital			28,028			—
Retained earnings			1,156,213			1,034,388
Other reserves, net			3,587			6,129
Accumulated other comprehensive loss	8		(282,457	)		(260,558	)
Total shareholder’s equity, including shares held in treasury			912,791			787,308
Less: 2,800,000 shares as at December 31, 2024 and Nil as at March 31, 2024, held in treasury, at cost			(149,679	)		—
Total shareholders’ equity		$	763,112		$	787,308
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	1,409,773		$	1,434,073

WNS (HOLDINGS) LIMITED

~~notes~~UNAUDITED CONSOLIDATED BALANCE SHEETS

~~F-3~~(Amounts in thousands, except share and per share data)

WNS (HOLDINGS) LIMITED


			As at
	Notes		June 30, 2025		March 31, 2025
ASSETS
Current assets:
Cash and cash equivalents		5	$	100,910	$	106,902
Investments				121,291		156,913
Accounts receivable, net		6		140,732		129,714
Unbilled revenue		6		119,342		108,057
Funds held for clients		5		9,477		7,145
Derivative assets		12		9,534		12,681
Contract assets		15		15,044		15,079
Prepaid expense and other current assets				31,720		28,303

Total current assets				548,050		564,794
Goodwill		7		417,504		409,587
Other intangible assets, net				117,772		122,638
Property and equipment, net				86,204		80,811
Operating lease right-of-use assets		8		207,745		186,835
Derivative assets		12		2,629		3,243
Deferred tax assets		17		56,012		48,675
Investments				3,642		3,634
Contract assets		15		59,006		58,777
Other assets				70,272		68,509

TOTAL ASSETS			$	1,568,836	$	1,547,503

~~UNAUDITED~~F-4 ~~CONSOLIDATED STATEMENTS OF INCOME~~

~~(Amounts~~Table inof ~~thousands, except share and per share data~~Contents

					Three months endedDecember 31,							Nine months endedDecember 31,
			As at
	Notes		June 30, 2025		~~2024~~		March 31, 2025		~~2023~~			~~2024~~			~~2023~~
Revenue		14			$	332,963			$	326,203		$	978,685		$	986,594
LIABILITIES AND EQUITY
Cost of revenue(1)						216,408				211,857			633,128			639,085
Current liabilities:
Gross profit						116,555				114,346			345,557			347,509
Accounts payables			$	25,795			$	29,224
Operating expenses:
Provisions and accrued expenses				41,135				33,419
Selling and marketing expenses						20,075				20,334			62,949			59,054
Derivative liabilities	12			12,364				5,772
General and administrative expenses						44,444				45,503			135,366			138,869
Pension and other employee obligations	13			87,264				108,221
Foreign exchange (gain)/loss, net						(267	)			493			1,124			(429	)
Short-term borrowings	10			55,000				15,000
Amortization of intangible assets						7,066				8,628			20,992			26,041
Current portion of long-term debt	10			70,056				68,680
Operating income						45,237				39,388			125,126			123,974
Contract liabilities	15			18,322				15,824
Other income, net		16				(17,270	)			(4,093	)		(29,702	)		(34,476	)
Income taxes payable	17			13,947				4,619
Interest expense		15				4,654				3,726			14,857			11,457
Operating lease liabilities	8			28,906				28,139
Income before income taxes						57,853				39,755			139,971			146,993
Other liabilities				20,761				12,054
Income tax expense		18				9,280				(1,782	)		20,688			14,050
Total current liabilities				373,550				320,952
Net income					$	48,573			$	41,537		$	119,283		$	132,943
Derivative liabilities	12			3,847				1,054
Earnings per share		19
Pension and other employee obligations, less current portion	13			26,714				24,807
Basic					$	1.12			$	0.88		$	2.71		$	2.80
Long-term debt, less current portion	10			141,165				159,788
Diluted					$	1.07			$	0.85		$	2.59		$	2.68
Contract liabilities	15			19,134				18,819
Weighted average number of shares used in computing earnings per share		19
Operating lease liabilities, less current portion	8			188,580				166,318
Basic						43,403,903				47,124,360			44,096,815			47,509,963
Other liabilities, less current portion				73				74
Diluted						45,205,037				49,083,704			46,010,573			49,662,605
Deferred tax liabilities	17			18,002				17,967
TOTAL LIABILITIES			$	771,065			$	709,779
Commitments and contingencies	20
Shareholders’ equity:
Share capital (ordinary shares $0.16 (£0.10) par value, authorized 60,000,000 shares; issued: 42,893,906 shares and 46,396,722 shares; each as at June 30, 2025 and March 31, 2025, respectively)	14			6,963				7,440
Additional paid-in capital				4,970				37,451
Retained earnings				1,049,389				1,207,964
Other reserves, net				2,568				2,667
Accumulated other comprehensive loss	9			(266,119	)			(268,119	)
Total shareholder’s equity, including shares held in treasury				797,771				987,403
Less: Nil shares as at June 30, 2025 and 2,800,000 shares as at March 31, 2025, held in treasury, at cost				—				(149,679	)
Total shareholders’ equity			$	797,771			$	837,724
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY			$	1,568,836			$	1,547,503

~~(1)~~* ~~Exclusive~~See ofaccompanying ~~amortization expense~~notes.

~~notes~~F-5

~~F-4~~Table of Contents

WNS (HOLDINGS) LIMITED

UNAUDITED CONSOLIDATED STATEMENTS OF ~~COMPREHENSIVE~~ INCOME

(Amounts in thousands, except share and per share data)

)

	Three months endedDecember 31,								Nine months endedDecember 31,
	Notes		Three months ended June 30,
	2024				2023				2024			2023
			2025				2024
Net income	$	48,573			$	41,537			$	119,283		$	132,943
Revenue	15		$	353,794			$	323,115
Other comprehensive income/(loss), net of taxes
Cost of revenue(1)				237,221				209,443
Gain/ (loss) on retirement benefits		11				(287	)			456			(1,198	)
Gross profit				116,573				113,672
Foreign currency translation (loss)/gain		(31,397	)			12,592				(19,159	)		(3,586	)
Operating expenses:
(Losses)/Gains on cash flow hedges		(19	)			(756	)			(3,196	)		2,141
Selling and marketing expenses				20,885				21,540
Total other comprehensive (loss)/income, net of taxes	$	(31,405	)		$	11,549			$	(21,899	)	$	(2,643	)
General and administrative expenses				55,669				45,666
Total comprehensive income	$	17,168			$	53,086			$	97,384		$	130,300
Foreign exchange (gain)/loss, net				(1,771	)			975
Amortization of intangible assets				8,687				6,918
Operating income				33,103				38,573
Other income, net				(3,499	)			(3,857	)
Interest expense				4,399				4,381
Income before income taxes				32,203				38,049
Income tax expense	17			10,453				9,127
Net income			$	21,750			$	28,922
Earnings per share	18
Basic			$	0.50			$	0.64
Diluted			$	0.48			$	0.61
Weighted average number of shares used in computing earnings per share	18
Basic				43,330,641				45,443,899
Diluted				45,238,334				47,425,017

~~See~~(1) ~~accompanying~~Exclusive ~~notes.~~of amortization expense

~~F-5~~See accompanying notes.

~~WNS~~F-6 ~~(HOLDINGS) LIMITED~~

~~UNAUDITED~~Table ~~CONSOLIDATED~~of ~~STATEMENTS OF SHAREHOLDERS’ EQUITY~~ Contents

~~For~~WNS ~~the~~(HOLDINGS) ~~three~~LIMITED ~~months ended December 31, 2024 and 2023~~

~~(Amounts~~UNAUDITED inCONSOLIDATED ~~thousands)~~STATEMENTS OF COMPREHENSIVE INCOME

	Share capital												Treasury shares
	Number		Parvalue		AdditionalPaid-inCapital			Retainedearnings		Otherreserves*			Number		Amount			Accumulated OtherComprehensiveIncome/(Loss)			TotalEquity
Balance as at October 1, 2023		47,518,520	$	7,582	$	14,457		$	1,070,922	$	6,533			—	$	—		$	(266,311	)	$	833,183
Shares issued for exercised options and RSUs (Refer Note 17)		291,395		37		(37	)		—		—			—		—			—			—
Purchase of treasury shares		—		—		—			—		—			1,000,000		(58,131	)		—			(58,131	)
Share-based compensation expense (Refer Note 17)		—		—		13,139			—		—			—		—			—			13,139
Transfer from other reserves on utilization		—		—		—			379		(379	)		—		—			—			—
Net income		—		—		—			41,537		—			—		—			—			41,537
Other comprehensive loss		—		—		—			—		—			—		—			11,549			11,549
Balance as at December 31, 2023		47,809,915		7,619		27,559			1,112,838		6,154			1,000,000		(58,131	)		(254,762	)		841,277

(Amounts in thousands, except share and per share data)

F-6


	Three months ended June 30,
	2025			2024
Net income	$	21,750		$	28,922
Other comprehensive income/(loss), net of taxes
(Loss)/Gain on retirement benefits		(1,206	)		712
Foreign currency translation gain/(loss)		10,944			(3,879	)
Losses on cash flow hedges		(7,738	)		(3,089	)

Total other comprehensive income/(loss), net of tax		2,000			(6,256	)

Total comprehensive income	$	23,750		$	22,666

~~WNS~~See ~~(HOLDINGS)~~accompanying ~~LIMITED~~notes.

~~UNAUDITED~~F-7 ~~CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY~~

~~For~~Table ~~the~~of ~~three months ended December 31, 2024 and 2023~~ Contents

WNS (~~Amounts~~HOLDINGS) inLIMITED ~~thousands)~~

	Share capital												Treasury shares
	Number		Parvalue		AdditionalPaid-inCapital			Retainedearnings		Otherreserves*			Number		Amount			Accumulated OtherComprehensiveIncome/(Loss)			TotalEquity
Balance as at October 1, 2024		46,175,746	$	7,412	$	19,418		$	1,107,486	$	3,741			2,800,000	$	(149,679	)	$	(251,052	)	$	737,326
Shares issued for exercised options and RSUs (Refer Note 17)		56,877		8		(8	)		—		—			—		—			—			—
Purchase of treasury shares (Refer Note 19)		—		—		—			—		—			—		—			—			—
Share-based compensation expense (Refer Note 17)		—		—		8,618			—		—			—		—			—			8,618
Transfer from other reserves on utilization		—		—		—			154		(154	)		—		—			—			—
Net income		—		—		—			48,573		—			—		—			—			48,573
Other comprehensive loss		—		—		—			—		—			—		—			(31,405	)		(31,405	)
Balance as at December 31, 2024		46,232,623		7,420		28,028			1,156,213		3,587			2,800,000		(149,679	)		(282,457	)		763,112

UNAUDITED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

~~F-7~~For the three months ended June 30, 2025 and 2024

~~WNS~~ (~~HOLDINGS)~~Amounts ~~LIMITED~~in thousands)

UNAUDITED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY


	Share capital												Treasury shares
	Number		Par value		Additional Paid-in Capital			Retained earnings		Other reserves*			Number		Amount			Accumulated Other Comprehensive Income/(Loss)			Total Equity
Balance as at April 1, 2024		45,684,145	$	7,349	$	—		$	1,034,388	$	6,129			—	$	—		$	(260,558	)	$	787,308
Shares issued for exercised options and RSUs (Refer Note 16)		130,573		17		(17	)		—		—			—		—			—			—
Purchase of treasury shares		—		—		—			—		—			1,643,731		(84,228	)		—			(84,228	)
Share-based compensation expense (Refer Note 16)		—		—		11,155			—		—			—		—			—			11,155
Transfer from other reserves on utilization		—		—		—			2,190		(2,190	)		—		—			—			—
Net income		—		—		—			28,922		—			—		—			—			28,922
Other comprehensive loss		—		—		—			—		—			—		—			(6,256	)		(6,256	)

Balance as at June 30, 2024		45,814,718	$	7,366	$	11,138		$	1,065,500	$	3,939			1,643,731	$	(84,228	)	$	(266,814	)	$	736,901

~~For~~F-8 ~~the nine months ended December 31, 2024 and 2023~~

~~(Amounts~~Table inof ~~thousands)~~Contents

	Share capital														Treasury shares
	Number			Parvalue			AdditionalPaid-inCapital			Retainedearnings		Otherreserves*			Number			Amount			Accumulated OtherComprehensiveIncome/(Loss)			TotalEquity
Balance as at April 1, 2023		48,360,817		$	7,690		$	70,437		$	979,284	$	6,765			—		$	—		$	(252,119	)	$	812,057
Shares issued for exercised options and RSUs (Refer Note 17)		549,098			69			(69	)		—		—			—			—			—			—
Purchase of treasury shares (Refer Note 13)		—			—			—			—		—			2,100,000			(143,808	)		—			(143,808	)
Cancellation of treasury shares (Refer Note 13)		(1,100,000	)		(140	)		(85,537	)		—		—			(1,100,000	)		85,677			—			—
Share-based compensation expense (Refer Note 17)		—			—			42,728			—		—			—			—			—			42,728
Transfer from other reserves on utilization		—			—			—			611		(611	)		—			—			—			—
Net income		—			—			—			132,943		—			—			—			—			132,943
Other comprehensive loss		—			—			—			—		—			—			—			(2,643	)		(2,643	)
Balance as at December 31, 2023		47,809,915			7,619			27,559			1,112,838		6,154			1,000,000			(58,131	)		(254,762	)		841,277

WNS (HOLDINGS) LIMITED

~~F-8~~UNAUDITED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

~~WNS~~For ~~(HOLDINGS)~~the ~~LIMITED~~three months ended June 30, 2025 and 2024

~~UNAUDITED~~(Amounts ~~CONSOLIDATED~~in ~~STATEMENTS~~thousands) ~~OF SHAREHOLDERS’ EQUITY~~

For the nine months ended December 31, 2024 and 2023


	Share capital															Treasury shares
	Number			Par value			Additional Paid-in Capital			Retained earnings			Other reserves*			Number			Amount			Accumulated Other Comprehensive Income/(Loss)			Total Equity
Balance as at April 1, 2025		46,396,722		$	7,440			37,451		$	1,207,964		$	2,667			2,800,000		$	(149,679	)	$	(268,119	)	$	837,724
Shares issued for exercised options and RSUs (Refer Note 16)		597,184			81			(81	)		—			—			—			—			—			—
Purchase of treasury shares		—			—			—			—			—			1,300,000			(75,375	)		—			(75,375	)
Cancellation of treasury shares (Refer Note 14)		(4,100,000	)		(558	)		(44,072	)		(180,424	)		—			(4,100,000	)		225,054			—			—
Share-based compensation expense (Refer Note 16)		—			—			11,672			—			—			—			—			—			11,672
Transfer from other reserves on utilization		—			—			—			99			(99	)		—			—			—			—
Net income		—			—			—			21,750			—			—			—			—			21,750
Other comprehensive income		—			—			—			—			—			—			—			2,000			2,000

Balance as at June 30, 2025		42,893,906		$	6,963		$	4,970		$	1,049,389		$	2,568		$	—		$	—		$	(266,119	)	$	797,771

* Other reserves include the Special Economic Zone Re-Investment Reserve created out of the profits of eligible Special Economic Zones (~~Amounts~~“SEZ”) units in ~~thousands)~~terms of the provisions of the Indian Income-tax Act, 1961. Further, these provisions require the reserve to be utilized by the Company for acquiring new plant and machinery for the purpose of its business (Refer Note 18).

	Share capital												Treasury shares
	Number		Parvalue		AdditionalPaid-inCapital			Retainedearnings		Otherreserves*			Number		Amount			Accumulated OtherComprehensiveIncome/(Loss)			TotalEquity
Balance as at April 1, 2024		45,684,145	$	7,349	$	—		$	1,034,388	$	6,129			—	$	—		$	(260,558	)	$	787,308
Shares issued for exercised options and RSUs (Refer Note 17)		548,478		71		(71	)		—		—			—		—			—			—
Purchase of treasury shares (Refer Note 13)		—		—		—			—		—			2,800,000		(149,679	)		—			(149,679	)
Share-based compensation expense (Refer Note 17)		—		—		28,099			—		—			—		—			—			28,099
Transfer from other reserves on utilization		—		—		—			2,542		(2,542	)		—		—			—			—
Net income		—		—		—			119,283		—			—		—			—			119,283
Other comprehensive loss		—		—		—			—		—			—		—			(21,899	)		(21,899	)
Balance as at December 31, 2024		46,232,623		7,420		28,028			1,156,213		3,587			2,800,000		(149,679	)		(282,457	)		763,112

F-9

*Table ~~Other reserves include the Special Economic Zone Re-Investment Reserve created out~~ of the profits of eligible Special Economic Zones (“SEZ”) units in terms of the provisions of the Indian Income-tax Act, 1961. Further, these provisions require the reserve to be utilized by the Company for acquiring new plant and machinery for the purpose of its business (Refer Note 18).Contents

~~F-9~~WNS (HOLDINGS) LIMITED

~~WNS~~UNAUDITED ~~(HOLDINGS)~~CONSOLIDATED ~~LIMITED~~STATEMENTS OF CASH FLOWS

~~UNAUDITED~~(Amounts ~~CONSOLIDATED~~in ~~STATEMENTS~~thousands) ~~OF CASH FLOWS~~

(Amounts in thousands)


	Three months ended June 30,
	2025			2024
Cash flows from operating activities:
Net income	$	21,750		$	28,922
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		15,855			13,865
Share-based compensation expense		11,672			11,155
Amortization of debt issuance cost		125			90
Allowance for expected credit losses (“ECL”)		165			586
Unrealized foreign currency exchange gain, net		(233	)		(4,412	)
Income from mutual funds		(2,295	)		(2,814	)
(Gain) /loss on sale of property and equipment		(7	)		34
Deferred tax benefit		(3,997	)		(2,291	)
Unrealized loss on derivative instruments		2,858			3,214
Reduction in carrying amount of operating lease right- of-use assets		8,246			7,149
Changes in operating assets and liabilities, net of effects of acquisitions:
Account receivables and unbilled revenue		(16,911	)		(3,398	)
Other assets		(2,178	)		(4,826	)
Account payables		(4,432	)		(1,425	)
Contract liabilities		2,560			4,569
Other liabilities		(5,807	)		(29,996	)
Operating lease liabilities		(6,179	)		(6,872	)
Income taxes payable		8,307			7,858

Net cash provided by operating activities		29,499			21,408

Cash flows from investing activities:
Payment for property and equipment and intangible assets		(14,834	)		(10,723	)
Proceeds from sale of property and equipment		11			82
Investment in fixed deposits		(7,059	)		(6,384	)
Proceeds from maturity of fixed deposits		6,230			11,237
Mutual funds sold/(purchased), net (short-term)		38,942			(62,696	)

Net cash provided by/(used in) investing activities		23,290			(68,484	)

Cash flows from financing activities:
Payment for repurchase of shares		(75,373	)		(77,951	)
Repayment of long-term debt		(21,128	)		(10,539	)
Proceeds from long-term debt		—			100,000
Proceeds from short-term borrowings		40,000			33,000
Payment of debt issuance cost		(184	)		(284	)

Net cash (used in)/provided by financing activities		(56,685	)		44,226

Effect of exchange rate changes on cash, cash equivalents and restricted cash*		236			(113	)
Net change in cash, cash equivalents and restricted cash		(3,660	)		(2,963	)
Cash, cash equivalents and restricted cash at the beginning of the period		114,047			94,284

Cash, cash equivalents and restricted cash at the end of the period	$	110,387		$	91,321

Supplemental cash flow information:
Cash paid for interest		3,768			3,220
Cash paid for income taxes		5,706			3,278
Supplemental disclosure of non-cash investing and financing activities:
(i) Liability towards property and equipment and intangible assets purchased on credit	$	10,121		$	8,919
(ii) Lease liabilities arising from obtaining operating lease right-of-use assets		27,456			5,428

	Nine months ended December 31,
	2024			2023
Cash flows from operating activities:
Net income	$	119,283		$	132,943
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		41,978			44,140
Share-based compensation expense		28,099			42,728
Amortization of debt issuance cost		307			281
Allowance for expected credit losses (“ECL”)		971			2
Unrealized foreign currency exchange (gain), net		(1,261	)		(1,384	)
Income from mutual funds		(7,928	)		(7,640	)
Fair-value changes on contingent consideration		(18,090	)		(21,932	)
(Gain)/loss on sale of property and equipment		(86	)		(320	)
Deferred tax benefit		(7,254	)		(22,639	)
Unrealized loss/(gain) on derivative instruments		1,613			(1,781	)
Reduction in carrying amount of operating lease right- of-use assets		21,820			22,266
Changes in operating assets and liabilities, net of effects of acquisitions:
Account receivables and unbilled revenue		6,977			(17,675	)
Other assets		(15,395	)		(7,289	)
Account payables		(419	)		(1,945	)
Contract liabilities		11,295			1,518
Other liabilities		(4,170	)		(11,149	)
Operating lease liabilities		(21,102	)		(20,338	)
Income taxes payable		(2,871	)		9,838
Net cash provided by operating activities		153,767			139,624
Cash flows from investing activities:
Proceeds from working capital adjustment on acquisition of Vuram		—			141
Proceeds from working capital adjustment on acquisition of Smartcube		—			584
Deferred consideration paid towards acquisition of MOLIPS		(51	)		247
Payment for property and equipment and intangible Assets		(35,501	)		(43,844	)
Proceeds from sale of property and equipment		220			400
Investment in fixed deposits		(12,297	)		(40,600	)
Proceeds from maturity of fixed deposits		19,152			36,974
Mutual funds sold, net (short-term)		25,276			20,846
Net cash provided used in investing activities		(3,201	)		(25,252	)
Cash flows from financing activities:
Payment for repurchase of shares		(149,679	)		(143,753	)
Repayment of long-term debt		(38,987	)		(29,141	)
Proceeds from long-term debt		100,000			—
Contingent consideration paid towards acquisition of Optibuy		—			(2,192	)
Contingent consideration paid towards acquisition of The Smart Cube		(2,648	)		—
Transaction charges on cancellation of treasury shares		—			(55	)
Proceeds from short-term borrowings		62,000			69,597
Repayment of short-term borrowings		(102,000	)		(39,700	)
Payment of debt issuance cost		(423	)		—
Net cash used in financing activities		(131,737	)		(145,244	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash*		(4,576	)		(4,804	)
Net change in cash, cash equivalents and restricted cash		14,251			(35,676	)
Cash, cash equivalents and restricted cash at the beginning of the period		94,284			137,309
Cash, cash equivalents and restricted cash at the end of the period	$	108,535		$	101,633
Supplemental cash flow information:
Cash paid for interest		(12,672	)		(20,896	)
Cash (paid)/refunded for income taxes		(29,851	)		(27,144	)
Supplemental disclosure of non-cash investing and financing activities:
(i) Liability towards property and equipment and intangible assets purchased on credit	$	7,506		$	4,288
(ii) Lease liabilities arising from obtaining operating lease right-of-use assets		17,642			21,944

F-10

*Table ~~Restricted~~of ~~cash represents funds held for clients.~~Contents

~~See~~WNS ~~accompanying~~(HOLDINGS) ~~notes~~LIMITED

~~F-10~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~WNS~~ (~~HOLDINGS)~~Amounts ~~LIMITED~~in thousands, except share and per share data)

~~NOTES~~1. TOCompany ~~UNAUDITED~~overview ~~CONSOLIDATED FINANCIAL STATEMENTS~~

WNS (~~Amounts~~Holdings) Limited (“WNS Holdings”), along with its subsidiaries (collectively, “the Company”), is a digital-led business transformation and services company with client service offices in ~~thousands~~Sydney (Australia), ~~except~~Canada, ~~share~~Dubai (United Arab Emirates), Germany, London (UK), New York (US), Mexico, and ~~per~~Switzerland ~~share~~and ~~data~~delivery centers in Canada, the People’s Republic of China (“China”), Costa Rica, India, Malaysia, the Philippines, Poland, Romania, Republic of South Africa (“South Africa”), Sri Lanka, Turkey, the United Kingdom (“UK”) and the United States (“US”).

~~1. Company~~WNS ~~overview~~Holdings is incorporated in Jersey, Channel Islands and maintains a registered office in Jersey at 22, Grenville Street, St Helier, Jersey JE4 8PX.

~~WNS~~2. ~~(Holdings)~~Summary Limited (“WNS Holdings”), along with its subsidiaries (collectively, “the Company”), is a global business process management (“BPM”) company with client service offices in Sydney (Australia), Canada, Dubai (United Arab Emirates), Germany, London (UK), New York (US), Mexico, and Switzerland and delivery centers in Canada, the People’s Republic of ~~China~~significant ~~(“China”),~~accounting ~~Costa~~policies ~~Rica, India, Malaysia, the Philippines, Poland, Romania, Republic of South Africa (“South Africa”), Sri Lanka, Turkey, the United Kingdom (“UK”) and the United States (“US”).~~

~~WNS~~a. ~~Holdings~~Basis isof ~~incorporated~~preparation ~~in Jersey, Channel Islands~~ and ~~maintains a registered office in Jersey at 22, Grenville Street, St Helier, Jersey JE4 8PX.~~ consolidation

These unaudited consolidated financial statements have been prepared, in compliance with United States generally accepted accounting principles (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for reporting on Form

210-Q. ~~Summary of significant accounting policies~~

They do not include all of the information required by US GAAP for annual financial statements and should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s annual report on Form 10-K for the fiscal year ended March 31, 2025.

a.Accounting ~~Basis~~policies ofapplied are consistent with the policies that were applied for the preparation ~~and~~of ~~consolidation~~the consolidated financial statements for the year ended March 31, 2025.

~~10-Q~~The Company consolidates all of its subsidiaries. Subsidiaries are consolidated from the date control commences until the date control ceases.

~~The~~All ~~Company~~inter-company ~~consolidates~~and ~~all~~intra-company ofbalances, ~~its~~transactions, ~~subsidiaries.~~income ~~Subsidiaries~~and ~~are~~expenses ~~consolidated~~including ~~from~~unrealized ~~the~~income ~~date~~or ~~control~~expenses ~~commences~~are ~~until~~eliminated ~~the~~on ~~date control ceases~~consolidation.

The standalone financial statements of subsidiaries are fully consolidated on a

~~All inter~~line-~~company and intra~~by-~~company balances, transactions, income and expenses including unrealized income or expenses are eliminated on consolidation.~~ line

basis. Intra-group balances and transactions, and gains and losses arising from intra-group transactions, are eliminated while preparing consolidated financial statements. Accounting policies of the respective individual subsidiaries and equity affiliates are aligned wherever necessary, so as to ensure consistency with the accounting policies that are adopted by the Company under US GAAP.

~~line-by-line~~b. Use of estimates

b.The ~~Use~~preparation of unaudited consolidated financial statements in conformity with US GAAP requires management to make estimates that affect the application of accounting policies and the reported amount of assets, liabilities, income, expenses and contingent liability. Actual results may differ from those estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future period affected. Significant items subject to such estimates and assumptions include the useful lives of property and equipment, business combinations, intangible assets and goodwill, revenue recognition, allowance for credit losses, valuation allowances for deferred tax assets, current income taxes, the valuation of derivative financial instruments, the measurement of lease liabilities and operating lease

~~The preparation~~ right-of unaudited consolidated financial statements in conformity with US GAAP requires management to make estimates that affect the application of accounting policies and the reported amount of assets, liabilities, income, expenses and contingent liability. Actual results may differ from those estimates. -use

(“ROU”) assets, measurements of share-based compensation expense, assets and obligations related to employee benefits, unrecognized tax benefits and other contingencies.

~~right~~F-~~of-use~~11

~~F-11~~Table of Contents

WNS (HOLDINGS) LIMITED

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data)

c3. ~~Business~~New ~~combinations~~accounting pronouncements

,a) ~~“Business~~not ~~Combinations.”~~yet adopted by the Company:

~~The~~Certain ~~cost~~new ~~of an acquisition is measured at the fair value of the assets transferred~~standards, ~~equity~~interpretations ~~instruments issued~~ and ~~liabilities~~amendments ~~incurred~~to atexisting ~~the~~standards ~~date~~have ofbeen ~~acquisition.~~published ~~The~~that ~~consideration~~are ofmandatory ~~the~~for ~~acquisition also includes~~ the ~~fair~~Company’s ~~value~~accounting ofperiods ~~any~~beginning ~~contingent~~on ~~consideration.~~or ~~Identifiable~~after ~~tangible~~April 1, ~~and~~2024 ~~intangible~~or ~~assets~~later ~~acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair value on the date of acquisition~~periods. ~~Significant~~Those ~~estimates~~which are ~~required~~considered to be ~~made~~relevant into ~~determining~~ the ~~value~~Company’s ofoperations ~~contingent~~are ~~consideration~~set ~~and~~out ~~intangible~~below: ~~assets.~~

~~Acquisition-related~~i. ~~costs~~In ~~that~~October 2023, the ~~Company~~Financial ~~incurs~~Accounting inStandards ~~connection~~Board ~~with~~(“FASB”) aissued ~~business~~Accounting ~~combination~~Standard ~~such~~Update as(“ASU”) ~~finders’ fees~~2023-06, ~~legal~~Disclosure ~~fees,~~Improvements: ~~due~~Codification ~~diligence~~Amendments ~~fees,~~in ~~and~~Response ~~other~~to ~~professional~~the ~~and~~SEC’s ~~consulting~~Disclosure ~~fees~~Update ~~are~~and ~~expensed~~Simplification ~~as incurred~~Initiative. This ASU:

d• modifies the disclosure or presentation requirements of a variety of Topics in the Codification. ~~Functional~~Certain of the amendments represent clarifications to or technical corrections of the current requirements. For entities subject to the SEC’s existing disclosure requirements and ~~presentation~~for ~~currency~~entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited.

~~The~~• ~~financial~~should ~~statements~~be ofapplied ~~each~~prospectively. ofFor ~~the~~all ~~Company’s~~entities, ~~subsidiaries~~if ~~are~~by ~~presented~~June ~~using~~30, ~~the~~2027, ~~currency of~~ the ~~primary~~SEC ~~economic~~has ~~environment~~not inremoved ~~which~~the ~~these~~applicable ~~entities~~requirement ~~operate~~from ~~(i.e.~~Regulation ~~the~~S-X ~~functional~~or ~~currency).~~Regulation ~~The~~S-K, ~~consolidated~~the ~~financial~~pending ~~statements~~content ~~are~~of ~~presented~~the inrelated USamendment ~~dollars~~will ~~(“USD”)~~be ~~which~~removed isfrom the ~~presentation~~Codification ~~currency of the Company~~ and ~~has~~will ~~been~~not ~~rounded~~become ~~off~~effective tofor ~~the~~any ~~nearest thousands~~entity.

eThe adoption of this ASU will not have a material impact on the Company’s unaudited consolidated financial statements. ~~Foreign~~The ~~currency~~Company ~~transactions~~will continue to monitor for SEC action, and ~~translation~~plan accordingly for adoption.

iii. ~~Transactions~~In inDecember ~~foreign~~2023, ~~currency~~FASB issued ASU No. 2023-09, Income Taxes (“ASC Topic 740”), Improvements to Income Tax Disclosures. This ASU:

~~Transactions~~• inexpands ~~foreign~~disclosures currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at the exchange rates prevailing at the reporting date of monetary assets and liabilities denominated in foreign currencies are recognized in the consolidated statement of income. Gains/losses relating to ~~remeasurement of trading activities are disclosed under foreign exchange gains/losses and remeasurement with functional currency of financing activities are disclosed under interest expenses. In~~ the ~~case~~entity’s ofincome ~~foreign~~tax ~~exchange~~rate ~~gains/losses on borrowings that are considered as a natural economic hedge for the foreign currency monetary assets~~reconciliation, ~~such~~income ~~foreign~~taxes ~~exchange~~paid ~~gains/losses,~~and ~~net~~certain ~~are~~other ~~presented~~disclosures ~~within~~related ~~results~~to ~~from~~income ~~operating activities~~taxes.

~~F-12~~The ASU will be effective for annual periods beginning from April 1, 2025. The Company is currently evaluating the impact of this ASU on its unaudited consolidated financial statements.

~~WNS~~iii. ~~(HOLDINGS)~~In ~~LIMITED~~March 2024, FASB issued ASU No. 2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements. This ASU:

~~NOTES~~• TOcontains ~~UNAUDITED~~amendments ~~CONSOLIDATED~~to ~~FINANCIAL~~the ~~STATEMENTS~~ASC that remove references to various FASB Concepts Statements.

~~(Amounts~~The inASU ~~thousands~~will be effective for annual periods beginning from April 1, ~~except~~2025, ~~share~~with ~~and~~early ~~per~~adoption ~~share~~permitted. ~~data)~~The adoption of this ASU will not have a material impact on the Company’s consolidated financial statements.

~~ii.~~F-12 ~~Foreign operations~~

~~For~~Table ~~the purpose~~ of presenting consolidated financial statements, the assets and liabilities of the Company’s foreign operations for which the functional currency is other than the US dollar are translated into US dollars using exchange rates prevailing at the reporting date. Income and expense are translated at the monthly average exchange rate for the respective period. Exchange differences arising, if any, are recorded in equity as part of the Company’s other comprehensive income. Such exchange differences are recognized in the consolidated statement of income in the period in which such foreign operations are disposed. Goodwill and fair value adjustments arising on the acquisition of foreign operation are treated as assets and liabilities of the foreign operation and translated at the exchange rate prevailing at the reporting date. Contents

~~Foreign~~WNS ~~currency~~(HOLDINGS) ~~exchange~~LIMITED differences arising from intercompany receivables or payables relating to foreign operations, the settlement of which is neither planned nor likely to occur in the foreseeable future, are considered to form part of net investment in foreign operation and are recognized in currency translation adjustment.

f.NOTES ~~Derivative~~TO ~~financial~~UNAUDITED ~~instruments~~CONSOLIDATED ~~and~~FINANCIAL ~~hedge~~STATEMENTS ~~accounting~~

~~The~~(Amounts ~~Company~~in ~~is exposed to foreign currency fluctuations on foreign currency assets~~thousands, ~~liabilities,~~except ~~net~~share ~~investment in foreign operations~~ and ~~forecasted~~per ~~cash~~share ~~flows~~data) denominated in foreign currency. The Company limits the effect of foreign exchange rate fluctuation by following established risk management policies including the use of derivatives. The Company enters into derivative financial instruments where the counterparty is primarily a bank. The Company holds derivative financial instruments such as foreign exchange forward and option contracts to hedge certain foreign currency exposures.

iiv. ~~Cash~~In ~~flow~~November ~~hedges~~2024, FASB issued ASU No. 2024-03, Codification Improvements—Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires the disclosure of:

~~The~~• ~~Company~~the ~~recognizes~~amounts ~~derivative~~of ~~instruments~~(a) aspurchases ~~either~~of ~~assets~~inventory, or(b) ~~liabilities~~employee incompensation, ~~the~~(c) ~~balance~~depreciation, ~~sheet~~(d) atintangible ~~fair~~asset ~~value.~~amortization, ~~Derivative~~and ~~instruments~~(e) ~~qualify~~depreciation, ~~for~~depletion, ~~hedge~~and ~~accounting~~amortization ~~when~~recognized ~~the~~as ~~instrument~~part isof ~~designated~~oil asand agas-producing ~~hedge;~~activities ~~the~~(DD&A) ~~hedged~~(or ~~item~~other isamounts ~~specifically~~of ~~identifiable~~depletion ~~and~~expense) ~~exposes~~included ~~the~~in ~~Company~~each torelevant ~~risk;~~expense ~~and~~caption. itA isrelevant ~~expected~~expense ~~that~~caption ais ~~change~~an inexpense ~~fair~~caption ~~value~~presented ofon the ~~derivative~~face ~~instrument~~of ~~and~~the anincome ~~opposite~~statement ~~change~~within incontinuing ~~the~~operations ~~fair~~that ~~value~~contains any of the ~~hedged~~expense ~~item~~categories ~~will~~listed bein ~~highly effective~~(a)–(e).

~~For~~• ~~derivative~~certain ~~instruments~~amounts ~~where hedge accounting is applied, the Company records the effective portion of derivative instruments~~ that are ~~designated~~already asrequired ~~cash~~to ~~flow~~be ~~hedges~~disclosed inunder ~~accumulated~~current ~~other~~generally ~~comprehensive~~accepted ~~income/~~accounting principles (~~loss~~GAAP), ~~which is reclassified into earnings~~ in the same ~~period~~disclosure during which the hedged item affects earnings. The remaining gain or loss on the derivative instrument in excess of the cumulative change in the present value of future cash flows of the hedged item, if any (i.e., the ineffective portion) and changes in fair value of other derivative instruments not designated as ~~qualifying hedges is recorded as gains/losses, net in~~ the consolidated statement of income. If the hedging instrument expires or is sold, terminated or exercised, the cumulative gain or loss on the hedging instrument recognized in the cash flow hedging reserve (in other ~~comprehensive~~disaggregation ~~income/(loss)) until the period the hedge was effective remains in the cash flow hedging reserve until the forecasted transaction occurs~~requirements.

~~When~~• ~~it is highly probable that~~ a ~~forecasted~~qualitative ~~transaction~~description ~~will~~of ~~not occur,~~ the ~~Company~~amounts ~~discontinues~~remaining ~~the hedge accounting and recognizes immediately,~~ in ~~the~~relevant ~~consolidated~~expense ~~statement~~captions ~~of income, the gains and losses attributable to such derivative instrument~~ that ~~were~~are ~~accumulated~~not inseparately ~~other~~disaggregated ~~comprehensive income/(loss)~~quantitatively.

~~Gains/(losses)~~• onthe ~~cash~~total ~~flow~~amount ~~hedges on forecasted revenue transactions are recorded under revenue. Changes in fair value~~ of ~~foreign~~selling ~~currency~~expenses ~~derivative~~and, ~~instruments not designated as cash flow hedges are recognized~~ in ~~the~~annual ~~consolidated~~reporting ~~statement of income and reported within foreign exchange gains~~periods, ~~net~~an ~~within~~entity’s ~~results~~definition ~~from~~of ~~operating~~selling ~~activities~~expenses.

~~F-13~~The ASU will be effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The adoption of this ASU will not have a material impact on the Company’s unaudited consolidated financial statements.

~~WNS~~v. In May 2025, FASB issued ASU No. 2025-03, Business Combinations (~~HOLDINGS~~Topic 805) ~~LIMITED~~and Consolidation (Topic 810) Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. This ASU revise current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a VIE that meets the definition of a business. The amendments require that an entity consider the same factors that are currently required for determining which entity is the accounting acquirer in other acquisition transactions.

~~NOTES~~The TOamendments ~~UNAUDITED~~in ~~CONSOLIDATED~~this ~~FINANCIAL~~Update ~~STATEMENTS~~are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods.

~~(Amounts~~The amendments in ~~thousands,~~this ~~except~~Update ~~share~~require ~~and~~that ~~per~~an ~~share~~entity ~~data)~~apply the new guidance prospectively to any acquisition transaction that occurs after the initial application date.

~~ii.~~Early ~~Offsetting~~adoption is permitted as of ~~financial~~the ~~instruments~~beginning of an interim or annual reporting period.

~~Financial~~F-13 ~~assets and financial liabilities are offset against each other and the net amount reported in the balance sheet if a right to set off exists.~~

~~iii.~~Table ~~Fair value~~ of ~~financial instruments~~Contents

~~The~~WNS ~~fair~~(HOLDINGS) ~~value~~LIMITED of financial instruments that are traded in active markets at each reporting date is determined by reference to quoted market prices or dealer price quotations, without any deduction for transaction costs. For financial instruments not traded in an active market, the fair value is determined using appropriate valuation models. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, credit risk, foreign exchange rates, and forward and spot prices for currencies.

~~iv.~~NOTES ~~Impairment~~TO ofUNAUDITED ~~non-derivative~~CONSOLIDATED ~~financial~~FINANCIAL ~~assets~~STATEMENTS

~~Loss~~(Amounts ~~allowance~~in ~~for~~thousands, ~~accounts~~except ~~receivables~~share and ~~unbilled~~per ~~revenue~~share ~~with~~data) no significant financing component are measured at an amount equal to lifetime ECL. The Company applies the simplified approach for determining the lifetime ECL allowance using the Company’s historical credit loss experience adjusted for factors that are specific to the debtor.

gvi. ~~Equity~~In May 2025, FASB issued ASU No. 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606) Clarifications to Share-Based Consideration Payable to a Customer. This ASU clarify how to distinguish between service conditions and performance conditions. It also aligns how forfeitures of share-based ~~capital~~consideration with service conditions and forfeitures of share-based consideration with performance conditions affect the measurement of the transaction price (which affects revenue recognition timing) to improve the operability of the guidance and the decision usefulness of the resulting financial reporting information.he amendments in this Update affect all entities that issue share-based consideration to a customer that is within the scope of Topic 606. The amendments in this Update clarify that share-based consideration encompasses the same instruments as share-based payment arrangements but the grantee does not need to be a supplier of goods or services to the grantor. Finally, the amendments in this Update clarify that a grantor should not apply the guidance in Topic 606 on constraining estimates of variable consideration to share-based consideration payable to a customer. Therefore, a grantor is required to assess the probability that an award will vest using only the guidance in Topic 718. Under the amendments in this Update, revenue recognition will no longer be delayed when an entity grants awards that are not expected to vest. This is expected to result in estimates of the transaction price that better reflect the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer and, therefore, more decision-useful financial reporting.

~~paid-in~~The ASU will be effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2026, with early adoption permitted. The adoption of this ASU will not have a material impact on the Company’s unaudited consolidated financial statements.

~~paid-in~~b) adopted by the Company:

~~paid~~i. In March 2024, FASB issued ASU No. 2024-in01, Compensation-Stock Compensation (“ASC Topic 718”). This ASU:

h.• ~~Cash~~clarifies how to evaluate whether profits interest and ~~cash~~similar ~~equivalents~~awards given to employees and non-employees are within the scope of share-based payment arrangement under ASC 718.

The ~~Company~~ASU ~~considers~~will ~~all highly liquid investments with an initial maturity of up to three months to~~ be ~~cash~~effective ~~equivalents.~~for ~~Cash~~annual ~~equivalents~~periods ~~are~~beginning ~~readily~~from ~~convertible~~April ~~into~~1, ~~known~~2025, ~~amounts~~including ofinterim ~~cash~~periods ~~and~~within ~~subject~~those ~~to an insignificant risk of changes in value~~years.

~~F-14~~The Company has adopted this ASU and does not have any impact on its unaudited consolidated

~~WNS~~financial ~~(HOLDINGS)~~statements. ~~LIMITED~~

~~NOTES~~F-14 ~~TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Amounts~~Table inof ~~thousands, except share and per share data)~~ Contents

i.WNS ~~Investments~~(HOLDINGS) LIMITED

i.NOTES ~~Mutual~~TO ~~funds~~UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~non-current~~(Amounts in thousands, except share and per share data)

ii4. ~~Investments~~Business inCombination ~~fixed deposits~~

~~Investments~~a) inHaukea ~~fixed~~Holdings ~~deposits consist of term deposits with original maturities of more than three months with banks~~Inc.

jOn March 10, 2025 (“Acquisition date”), the Company acquired all ownership interests of Haukea Holdings Inc. ~~Funds~~and ~~held~~its subsidiaries (“Kipi.ai”), a leading analytics and AI services provider specializing in advanced data solutions, and an Elite Snowflake Partner. The integration of Kipi.ai’s cutting-edge technology and data science capabilities with Company’s extensive domain expertise is expected to create unparalleled value for Company’s clients across BFSI, MRHP and HCLS SBUs.

~~Some~~The acquisition was for a total consideration of ~~the~~$66,131, ~~Company’s~~subject ~~agreements~~to inadjustments ~~the~~for ~~auto~~cash ~~claims~~and ~~handling~~working ~~services~~capital. ~~allow~~Further, ~~the~~deferred ~~Company~~earn out of $13,233, subject to ~~temporarily~~continued ~~hold~~employment ~~funds~~and on$5,051, ~~behalf~~subject to achievement of ~~the~~target ~~client.~~revenue ~~The~~earnings ~~funds~~before ~~are~~interest, ~~segregated~~taxes, ~~from~~depreciation, ~~the~~and ~~Company’s~~amortization ~~funds~~(“EBITDA”) ~~and~~along ~~there~~with continued employment and is ~~usually~~payable over a ~~short~~ period of ~~time~~1 ~~between~~years ~~when~~and ~~the~~9 ~~Company~~months ~~receives~~commencing ~~these funds~~ from the ~~client~~acquisition ~~and~~date. ~~when~~The ~~the~~Company ~~payments~~has ~~are~~funded ~~made~~the onacquisition ~~the~~with ~~client’s~~cash ~~behalf~~on hand.

The fair value of the customer relationship and customer contracts were determined by using the Multi-Period Excess Earnings Method (“MPEEM”) under income approach. The MPEEM is a specific application of the discounted cash flow method. The principle behind the MPEEM is that the value of an intangible asset is equal to the present value of the excess

~~k. Property and equipment~~after-tax

cash flows attributable only to the subject intangible asset after deducting Contributory Asset Charges (“CAC”). CAC represents the return on investment (“ROI”) an owner of the asset would require. The ROI is comprised of a pure investment return (commonly referred to as return on) and, in cases where the contributory asset deteriorates in value over time, a recoupment of the original investment amount (commonly referred to as return of).

~~Property~~During ~~and~~the ~~equipment~~year ~~are~~ended ~~stated~~March 31, at2025, ~~historical~~the ~~cost~~Company ~~less~~incurred ~~accumulated~~acquisition ~~depreciation~~related ~~and~~costs ~~amortization~~of ~~and~~$528, ~~accumulated~~which ~~impairment~~had ~~loss.~~been ~~Cost~~included ~~includes~~in ~~expenditures~~“general ~~directly attributable to the acquisition of the asset. Depreciation~~ and ~~amortization~~administrative isexpenses” ~~computed~~in ~~using~~ the ~~straight-line~~consolidated ~~method~~statement ~~over the estimated useful lives~~ of ~~the~~income. ~~assets, which are as follows:~~

Asset description	Asset life (in years)
Buildings		20
Computers and software		3-4
Furniture, fixtures and office equipment		2-5
Vehicles		3
Leasehold improvements		Lesser of estimated useful life or lease term

F-15

~~work-in-progress.~~Table of Contents

~~The~~WNS ~~Company~~(HOLDINGS) ~~reviews~~LIMITED property and equipment for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Such assets are required to be tested for impairment if the carrying amount of the assets is higher than the future undiscounted net cash flows expected to be generated from the assets. The impairment amount to be recognized is measured as the amount by which the carrying value of the assets exceeds their fair value. The Company determines fair value by using a discounted cash flow approach.

~~F-15~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~WNS~~ (~~HOLDINGS)~~Amounts ~~LIMITED~~in thousands, except share and per share data)

~~NOTES~~The TOprovisional ~~UNAUDITED~~accounting ~~CONSOLIDATED~~pending ~~FINANCIAL~~allocation ~~STATEMENTS~~under ASC 805, “Business Combinations” is as follows:

(Amounts in thousands, except share and per share data)


	Amount
Cash	$	2,720
Accounts receivables		2,988
Unbilled revenue		918
Prepaid expense and other current assets		394
Property and equipment		173
Other intangible assets
- Customer relationships		6,746
- Customer contracts		5,761
Deferred tax assets		144
Current liabilities		(4,015	)
Non-current liabilities		(440	)
Deferred tax liabilities		(3,165	)

Net assets acquired		12,224
Less: Purchase consideration		(66,131	)

Goodwill on acquisition	$	53,907

lGoodwill is attributable mainly to expected synergies and assembled workforce arising from the acquisition. Goodwill arising from this acquisition is not expected to be deductible for tax purposes.

~~Goodwill~~The ~~represents~~goodwill ~~the~~has ~~excess~~been ofallocated ~~the~~using ~~cost~~a ofrelative ~~an acquisition over the~~ fair value ofallocation method to the Company’s ~~share~~reporting ofsegments ~~the~~as ~~net~~follows: ~~identifiable~~to ~~assets of~~ the ~~acquired~~MRHP ~~subsidiary~~segment atin the ~~date~~amount of ~~acquisition. Goodwill is tested~~$25,337, atto the ~~reporting~~BFSI ~~unit~~segment ~~level, for impairment annually or if events or changes~~ in ~~circumstances indicate that~~ the ~~carrying~~ amount ~~may~~of ~~not~~$22,641 beand ~~recoverable.~~to ~~Goodwill~~the isHCLS ~~carried~~segment atin ~~cost~~the ~~less~~amount ~~accumulated impairment losses. Impairment loss on goodwill is not reversed. See further discussion on impairment testing is set forth under “impairment~~ of ~~intangible assets and goodwill” below~~$5,930.

m.The ~~Intangible~~acquisition ~~assets~~did not materially impact the Company’s financial position, results of operations or cash flows, and therefore, the Company has not provided any supplemental pro forma results.

~~Intangible~~F-16 assets are recognized only when asset recognition criteria are met. Intangible assets acquired in a business combination are recorded at fair value using generally accepted valuation methods appropriate for the type of intangible asset. Intangible assets with definite lives are amortized over the estimated useful lives and are reviewed for impairment, if indicators of impairment arise. Intangible assets with indefinite lives are not amortized but instead are tested for impairment at least annually and written down to the fair value. See further discussion on impairment testing under “impairment of intangible assets and goodwill” below.

~~Software~~Table ~~development~~of ~~costs~~ Contents

~~The~~WNS ~~Company~~(HOLDINGS) ~~capitalizes~~LIMITED certain costs related to the development or enhancements to existing software products to be sold, leased or otherwise marketed and / or used for internal use. The Company begins to capitalize costs to develop or enhance software when planning stage efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the software will be used as intended. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred and recorded within “General and administrative expenses” in the Company’s consolidated statements of income. Significant management judgments and estimates are required in the assessment of when technological feasibility is established, as well as in the ongoing assessment of the recoverability of capitalized costs. Costs that qualify as software development costs include external direct costs of materials and services utilized in developing or obtaining software and compensation and related benefits for employees who are directly associated with the software project. The capitalized costs are amortized on a straight-line basis over the estimated useful life. Costs associated with planning stage activities, training, maintenance and all post-implementation stage activities are expensed as incurred.

~~The~~NOTES ~~Company’s~~TO ~~definite~~UNAUDITED ~~lived~~CONSOLIDATED ~~intangible~~FINANCIAL ~~assets~~STATEMENTS ~~are amortized over the estimated useful life of the assets on a straight-line basis, as given below.~~

Asset description	Weighted average amortization period (in months)
Customer contracts		60
Customer relationships		161
Covenant not-to-compete		32
Trade names		36
Technology		94
Software		49
Service mark		Indefinite useful life

(Amounts in thousands, except share and per share data)

~~F-16~~5. Cash, cash equivalents and restricted cash

~~WNS~~The ~~(HOLDINGS)~~Company ~~LIMITED~~considers all highly liquid investments with an initial maturity of up to three months to be cash equivalents. Cash, cash equivalents and restricted cash consist of following:

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


	As at
	June 30, 2025		March 31, 2025
Cash and bank balances	$	69,622	$	74,649
Short-term deposits with banks		31,288		32,253
Funds held for clients - Restricted cash		9,477		7,145

Total	$	110,387	$	114,047

~~(Amounts~~6. inAccounts ~~thousands,~~receivable ~~except share~~ and ~~per~~unbilled ~~share~~revenue, ~~data)~~net

n.Account ~~Impairment~~receivables ofand ~~intangible~~unbilled ~~assets~~revenue ~~and~~consist ~~goodwill~~of the following:

Goodwill is not subject to amortization and is tested at least annually for impairment or whenever events or changes in circumstances indicate that it is more likely than not the fair value of reporting unit is less than its carrying amount. If, based on the quantitative impairment analysis, the carrying value of the goodwill of a reporting unit exceeds the fair value of such goodwill, an impairment loss is recognized in an amount equal to the excess, limited to the total amount of goodwill allocated to that reporting unit.


	As at
	June 30, 2025			March 31, 2025
Account receivables and unbilled revenue	$	263,437		$	240,818
Less: Allowances for ECL		(3,363	)		(3,047	)

Total	$	260,074		$	237,771

~~Intangible~~The ~~assets~~movement ~~that are subject to amortization are reviewed for impairment whenever events or changes~~ in ~~circumstances indicate that~~ the ~~carrying~~ECL ~~amount may not be recoverable. Such assets are required to be tested for impairment if the carrying amount of the assets~~ is ~~higher than the future undiscounted net cash flows expected to be generated from the assets. The impairment amount to be recognized is measured~~ as ~~the~~follows: amount by which the carrying value of the assets exceeds their fair value. The Company determines fair value by using a discounted cash flow approach. Previously recognized impairment loss is not reversed.

o. Employee benefits


	Three months ended June 30,						Year ended
	2025			2024			March 31, 2025
Balance at the beginning of the period	$	3,047		$	1,388		$	1,388
Charged to consolidated statement of income		153			567			1,845
Write-offs, net of collections		(15	)		(31	)		(132	)
Reversals		—			(42	)		(109	)
Translation adjustment		178			17			55

Balance at the end of the period	$	3,363		$	1,899		$	3,047

i.F-17 ~~Defined contribution plans~~

USTable ~~savings~~of ~~plan~~ Contents

~~pre-tax~~WNS (HOLDINGS) LIMITED

UKNOTES ~~pension~~TO ~~scheme~~UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~Eligible~~(Amounts ~~employees~~ in ~~the~~thousands, UKexcept ~~contribute~~share toand aper ~~defined~~share ~~contribution~~data) pension scheme operated in the UK. The assets of the scheme are held separately in an independently administered fund. The pension expense represents contributions payable to the fund maintained by the Company.

~~Provident~~7. ~~fund~~Goodwill

~~Eligible~~The ~~employees~~following oftable ~~the~~sets ~~Company~~forth indetails ~~India,~~of ~~the~~changes ~~Philippines, South Africa, Sri Lanka and the UK participate~~ in agoodwill ~~defined~~by ~~contribution~~reportable ~~fund~~segment inof ~~accordance with~~ the ~~regulatory requirements in the respective jurisdictions. Both the employee and the~~ Company: ~~contribute an equal amount to the fund which is equal to a specified percentage of the employee’s salary.~~

~~The~~Carrying ~~Company~~amount has no further obligation under defined contribution plans beyond the contributions made under these plans. Contributions are charged to statement of income and are included in the consolidated statement of income in the year in which they accrue.

F-17


	TSLU			MRHP		HCLS			BFSI			Total
Balance as at April 1, 2024	$	14,018		$	189,023	$	60,786		$	92,523		$	356,350
Goodwill arising on acquisitions (Refer Note 4(a))		—			25,237		5,906			22,552			53,695
Translation adjustments		(41	)		1,312		(354	)		(1,375	)		(458	)

Balance as at March 31, 2025	$	13,977		$	215,572	$	66,338		$	113,700		$	409,587

Goodwill arising on acquisitions (Refer Note 4(a))		—			100		24			89			213

Translation adjustments		158			6,877		183			486			7,704

Balance as at June 30, 2025	$	14,135		$	222,549	$	66,545		$	114,275		$	417,504

~~WNS~~F-18 ~~(HOLDINGS) LIMITED~~

~~NOTES~~Table TOof ~~UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~ Contents

~~(Amounts~~WNS ~~in thousands, except share and per share data~~(HOLDINGS) LIMITED

~~ii.~~NOTES ~~Defined~~TO ~~benefit~~UNAUDITED ~~plan~~CONSOLIDATED FINANCIAL STATEMENTS

~~lump-sum~~(Amounts in thousands, except share and per share data)

~~“Compensation-Retirement Benefits~~8.” Leases

~~The~~Supplemental ~~Company~~balance ~~includes~~sheet ~~the~~information service cost component of the net periodic benefit cost in the same line item or items as other compensation costs arising from services rendered by the respective employees during the period. The interest cost is included in interest expense. Expected return on plan assets and amortization of actuarial gains/loss are included in other income/(expense), net.

~~iii.~~The ~~Compensated~~following ~~absences~~table sets forth the details of the operating lease liabilities:

The Company’s liability for compensated absences is determined on the basis of an actuarial valuation using the projected unit credit method and is charged to consolidated statement of income in the year in which they accrue.


	As at
	June 30, 2025		March 31, 2025
Operating lease
Operating lease right-of-use-asset	$	207,745	$	186,835
Operating lease liabilities - Current	$	28,906	$	28,139
Operating lease liabilities - Non current		188,580		166,318

Total operating lease liabilities	$	217,486	$	194,457

p.The ~~Share-based~~components ~~payments~~of lease cost for operating leases for three months ended June 30, 2025 and 2024 are summarized below:

“Compensation-Stock Compensation.”


	Three months ended June 30,
	2025		2024
Operating lease cost	$	13,070	$	10,998
Short-term lease cost		294		30
Variable lease cost		918		715

Total lease cost	$	14,282	$	11,743

~~non-market~~Other information relating to operating lease is summarized below:

F-18


	Three months ended June 30,
	2025		2024
Cash payments for amounts included in the measurement of lease liabilities:
Operating cash outflows for operating leases	$	10,541	$	10,631
Right-of-use asset obtained in exchange of lease liabilities-net		27,456		5,429
Weighted average remaining lease term (in years)		7.45		6.88
Weighted average discount rate		9.79		8.97

~~WNS~~The ~~(HOLDINGS)~~Company ~~LIMITED~~continued to evaluate its delivery center and office facility leases to determine where it can exit or consolidate its use, as a result the Company entered and surrendered certain operating leases resulting in a net increase of its lease liabilities by $28,508 and a decrease of its lease liabilities by $1,052 during the three months ended June 30, 2025, with a corresponding adjustment to ROU assets.

~~NOTES~~F-19 ~~TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Amounts~~Table inof ~~thousands, except share and per share data)~~ Contents

q.WNS ~~Provisions~~(HOLDINGS) ~~and~~LIMITED ~~accrued expenses~~

~~pre-tax~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

r.(Amounts ~~Revenue~~in ~~recognition~~thousands, except share and per share data)

~~The~~As ~~Company~~of ~~derives~~June 30, ~~revenue~~2025 ~~from~~and ~~BPM~~March ~~services~~31, ~~comprising~~2025 ~~back-office~~we ~~administration~~have additional operating leases, ~~data~~primarily ~~management~~for delivery centers, ~~customer~~that ~~experience~~have ~~services~~not ~~management~~yet commenced of $69,492 and ~~auto~~$76,638. ~~claims~~These ~~handling~~operating ~~services~~leases will commence during fiscal year 2026 with lease term of 15 years.

~~out-of-pocket~~The table below reconciles the undiscounted cash flows for the Company’s operating leases as at June 30, 2025 to the operating lease liabilities recorded on the Company’s consolidated balance sheets:

Revenue earned by back-office administration, data management and customer experience services management services


Period range	Operating lease
July 1, 2025 to March 31, 2026	$	36,027
2027		42,174
2028		41,778
2029		35,713
2030		31,851
Thereafter		126,537

Total lease payments	$	314,080

Less: imputed interest	$	96,594

Total operating lease liabilities	$	217,486

~~Back-office~~The ~~administration,~~table ~~data~~below ~~management~~reconciles ~~and~~the ~~customer~~undiscounted ~~experience~~cash ~~services~~flows ~~contracts~~for ~~are~~the ~~based~~Company’s operating leases as at March 31, 2025 to the operating lease liabilities recorded on the ~~following~~Company’s ~~pricing~~consolidated ~~models~~balance sheets:

a) per full-time-equivalent arrangements, which typically involve billings based on the number of full-time employees (or equivalent) deployed on the execution of the business process outsourced;


Period range	Operating lease
2026	$	44,351
2027		39,397
2028		38,628
2029		31,659
2030		27,125
Thereafter		92,403

Total lease payments	$	273,563

Less: imputed interest	$	79,106

Total operating lease liabilities	$	194,457

~~b) per transaction arrangements, which typically involve billings based on the number of transactions processed (such as the number of e~~F-~~mail~~20 ~~responses, or airline coupons or insurance claims processed);~~

c)Table ~~subscription~~of ~~arrangements, which typically involve billings based on per member per month, based on contractually agreed rates;~~Contents

dWNS (HOLDINGS) ~~fixed-price~~LIMITED ~~arrangements, which typically involve billings based on achievements of pre-defined deliverables or milestones;~~

e)NOTES ~~outcome-based~~TO ~~arrangements,~~UNAUDITED ~~which~~CONSOLIDATED ~~typically~~FINANCIAL ~~involve~~STATEMENTS billings based on the business result achieved by our clients through our service efforts (such as measured based on a reduction in days sales outstanding, improvement in working capital, increase in collections or a reduction in operating expenses); or

f)(Amounts ~~other~~in ~~pricing arrangements~~thousands, ~~including~~except ~~cost-plus~~share ~~arrangements, which typically involve billing the contractually agreed direct~~ and ~~indirect~~per ~~costs~~share ~~and~~data) ~~a fee based on the number of employees deployed under the arrangement.~~

~~F-19~~9. Accumulated other comprehensive loss

~~WNS~~Accumulated other comprehensive income/(~~HOLDINGS~~loss) ~~LIMITED~~(“AOCI”) consists of actuarial gain/(loss) on retirement benefits and cumulative translation adjustments. In addition, the Company enters into forward and option contracts, which are designated as cash flow hedges, in accordance with ASC Topic 815, Derivatives and Hedging. Cumulative changes in the fair values of cash flow hedges are recognized in AOCI on the Company’s consolidated balance sheets. The fair value changes are reclassified from AOCI to consolidated statements of income upon settlement of foreign currency forward and option contracts designated as cash flow hedges of a forecast transaction. The following table sets forth the changes in AOCI during the three months ended June 30, 2025 and 2024.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


	Currency translation adjustments			Unrealized gain/(loss) on cash flow hedges			Retirement benefits			Total
Balance as of April 1, 2025	$	(265,851	)	$	786		$	(3,054	)	$	(268,119	)
Gains / (losses) recognized during the period		10,943			(11,023	)		(2,718	)		(2,798	)
Reclassification to net income		—			949			75			1,024
Income tax effects		—			2,336			1,438			3,774

Accumulated other comprehensive loss as of June 30, 2025	$	(254,908	)	$	(6,952	)	$	(4,259	)	$	(266,119	)


Balance as of April 1, 2024	$	(256,977	)	$	(42	)	$	(3,539	)	$	(260,558	)
Gains / (losses) recognized during the period		(3,879	)		(2,144	)		834			(5,189	)
Reclassification to net income		—			918			103			1,021
Income tax effects		—			(1,863	)		(225	)		(2,088	)

Accumulated other comprehensive loss as of June 30, 2024	$	(260,856	)	$	(3,131	)	$	(2,827	)	$	(2,66,814	)

~~(Amounts~~F-21 ~~in thousands, except share and per share data)~~

~~time-and-material~~Table of Contents

~~mark-up.~~WNS (HOLDINGS) LIMITED

~~Revenue~~NOTES ~~for~~TO ~~performance~~UNAUDITED ~~obligations~~CONSOLIDATED ~~that~~FINANCIAL ~~are~~STATEMENTS satisfied over time is recognized in accordance with the methods prescribed for measuring the progress. The input method (cost or efforts expended) has been used to measure progress towards completion as there is a direct relationship between inputs and productivity.

~~sub-contracting~~(Amounts in thousands, except share and per share data)

~~606-~~10~~-55-36~~. Loans and borrowings

~~Principal~~Long-term ~~versus~~debt ~~agent considerations.”~~

~~Contracts~~The ~~with~~long-term ~~customers~~loans ~~include variability in transaction price primarily due to service level agreements, gain share, minimum commitment~~ and ~~volume~~borrowings ~~discounts.~~consist ~~Revenues relating to such arrangements are accounted for as variable consideration when the amount~~ of ~~revenue to be recognized can be estimated to~~ the ~~extent~~following: ~~that it is probable that a significant reversal of any incremental revenue will not occur.~~

Amounts billed or payments received, where revenue recognition criteria have not been met, are recorded as deferred revenue and classified as contract liabilities. These are recognized as revenue when all the recognition criteria have been met. The costs related to the performance of BPM services unrelated to transition services (discussed below) are fulfilment costs classified as contract assets and recognized in the consolidated statement of income when the conditions for revenue recognition have been met. Any upfront payment received towards future services is classified as a contract liability and is recognized in the consolidated statement of income over the period when such services are provided.


				As at
Currency	Interest rate	Final maturity (financial year)		June 30, 2025			March 31, 2025
US dollars	SOFR + 1.20%		2028	$	40,000		$	40,000
US dollars	SOFR + 1.15%		2030		80,000			90,000
Sterling Pound	SONIA + 1.25%		2028		56,977			64,334
US dollars	SOFR + 1.25%		2028		35,000			35,000

Total				$	211,977		$	229,334

Less: Debt issuance cost					(756	)		(866	)
Total				$	211,221		$	228,468

Current portion of long-term debt				$	70,056		$	68,680
Long-term debt				$	141,165		$	159,788

~~All~~In ~~incremental~~July 2022, the Company obtained a term loan facility of $80,000 from The Hongkong and ~~direct~~Shanghai ~~costs~~Banking ~~incurred~~Corporation ~~for~~Limited, ~~acquiring~~Hong ~~contracts~~Kong and Citibank N.A., ~~such~~Hong Kong Branch for general corporate purposes. The loan bears interest at a rate equivalent to the secured overnight financing rate (“SOFR”) plus a margin of 1.20% per annum. The Company has pledged its shares of WNS (Mauritius) Limited as ~~certain~~security ~~sales~~for ~~commission,~~the ~~are~~loan. ~~classified~~The facility agreement for the term loan contains certain financial covenants as ~~contract~~defined ~~assets~~in the facility agreement. ~~Such~~This ~~costs~~term ~~are~~loan ~~amortized~~is ~~over~~repayable in 10 semi-annual instalments of $8,000 each. On January 9, 2023, July 11, 2023, January 11, 2024, July 11, 2024, January 14, 2025 and July 14, 2025 the ~~expected~~Company ~~life~~made a scheduled repayment of $8,000 each. As at June 30, 2025, the ~~contract~~Company had complied with the financial covenants in all material respects in relation to this loan facility.

~~Other~~In ~~upfront~~December ~~fees~~2022, ~~paid~~the Company obtained a term loan facility of £83,000 ($113,955 based on the exchange rate on June 30, 2025) from The Hongkong and Shanghai Banking Corporation Limited, Hong Kong and Citibank N.A., UK Branch to ~~customers~~acquire ~~are~~The ~~classified~~Smart Cube. The loan bears interest at a rate equivalent to the Sterling overnight index average (“SONIA”) plus a margin of 1.25% per annum. The Company has pledged its shares of WNS (Mauritius) Limited as ~~contract~~security ~~assets~~for the loan. ~~Such~~The ~~costs~~facility ~~are~~agreement ~~amortized~~for ~~over~~the term loan contains certain financial covenants as defined in the ~~life~~facility agreement. This term loan is repayable in 10 semi-annual instalments of ~~the~~£8,300 ~~contract~~each. On June 16, 2023, December 18, 2023, June 18, 2024, December 19, 2024 and ~~recorded~~June as19, an2025 ~~adjustment~~the toCompany made a scheduled repayment of £8,300 each. As at June 30, 2025, the ~~transaction~~Company ~~price~~had ~~and~~complied ~~reduced~~with ~~from~~the ~~revenue~~financial covenants in all material.

~~For~~In ~~certain~~June ~~BPM customers~~2024, the Company ~~performs~~obtained ~~transition~~a ~~activities~~term atloan ~~the~~facility ~~outset~~ of ~~entering~~$100,000 ~~into~~from aThe ~~new~~Hongkong ~~contract.~~and ~~The~~Shanghai ~~Company~~Banking ~~has~~Corporation ~~determined~~Limited, ~~these~~Singapore ~~transition~~Branch ~~activities~~and doJP ~~not~~Morgan ~~meet~~Chase ~~the~~Bank ~~criteria~~N.A., ofSingapore ~~ASC~~Branch ~~606~~for togeneral becorporate ~~accounted~~purposes. ~~for~~The asloan abears ~~separate~~interest ~~performance~~at ~~obligation~~a ~~and~~rate ~~has~~equivalent ~~deferred~~to ~~revenue~~the ~~attributable~~secured toovernight ~~these~~financing ~~activities.~~rate ~~Accordingly,~~(“SOFR”) ~~transition~~plus ~~revenues~~a ~~are~~margin ~~classified~~of as1.15% ~~contract~~per ~~liabilities~~annum. ~~and~~The ~~are~~Company ~~subsequently~~has ~~recognized~~pledged ~~ratably~~its ~~over~~shares ~~the~~of ~~period~~WNS in(Mauritius) ~~which~~Limited ~~the~~as ~~BPM~~security ~~services~~for ~~are~~the ~~performed~~loan. ~~Costs~~The ~~related~~facility toagreement ~~such~~for ~~transition~~the ~~services~~term ~~are~~loan ~~fulfillment~~contains ~~costs~~certain ~~which~~financial ~~are~~covenants ~~directly~~as ~~related~~defined toin the ~~contract~~facility ~~and~~agreement. ~~result~~This term loan is repayable in ~~generation~~10 orsemi-annual ~~enhancement~~instalments of ~~resources~~$10,000 ~~and~~each. ~~are~~On ~~expected~~December to9, be2024 ~~recoverable~~and ~~under~~June 10, 2025 the ~~contract~~Company ~~and~~made ~~thereby~~a ~~classified~~scheduled asrepayment ~~contract~~of ~~assets~~$10,000. ~~and~~As ~~are~~at ~~recognized~~June ~~ratably~~30, ~~over~~2025, the ~~estimated~~Company ~~life~~had ofcomplied with the ~~contract~~financial covenants in all material respects in relation to this loan facility.

~~All~~F-22 ~~contracts entered into by the Company specify the payment terms. Usual payment terms range between 30 to 60 days.~~

~~F-20~~Table of Contents

WNS (HOLDINGS) LIMITED

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data)

~~Revenue~~In ~~earned~~March by2025, ~~auto~~WNS ~~claims~~North ~~handling~~America ~~services~~Inc. obtained $35,000 three-year term loan facility from HSBC Bank USA, N.A. for general corporate purpose. The loan bears interest at a rate equivalent to the one-month Term Secured overnight financing rate (“SOFR”) plus a margin of 1.25% per annum. The Company has pledged its shares of WNS (Mauritius) Limited as security for the loan. The facility agreement for the term loan contains certain financial covenants as defined in the facility agreement. This term loan is repayable in 6 semi-annual instalments of $5,833 each. As at June 30, 2025, the Company had complied with the financial covenants in all material respects in relation to this loan facility.

~~per~~Expected payments for all of the Company’s long term-~~claim~~debt as at June 30, 2025 is as follows:

“Principal versus agent considerations.”


	Amount
July 1, 2025 to March 31, 2026	$	49,062
2027		70,458
2028		62,457
2029		20,000
2030		10,000

Total	$	211,977

a)Short-term ~~the~~lines ~~Company~~of ~~has~~credit ~~the primary responsibility for providing the services,~~

bThe Company’s Indian subsidiary, WNS Global Services Private Limited (“WNS Global”), has unsecured lines of credit with banks amounting to $62,886 (based on the exchange rate on June 30, 2025). The Company ~~negotiates~~has ~~labor~~established ~~rates~~a ~~with~~line ~~repair~~of ~~centers~~credit in the UK amounting to $19,221 ~~and~~(based on the exchange rate on June 30, 2025). The Company has established a line of credit in North America amounting to $55,000. The Company has also established a line of credit in the Philippines amounting to $15,000. Further, the Company has also established a line of credit in South Africa amounting to $1,681 (based on the exchange rate June 30, 2025).

c)As ~~the~~at ~~Company~~June 30, is2025, ~~responsible~~$55,000 ~~for~~were ~~timely~~drawn ~~and~~under ~~satisfactory~~these ~~completion~~lines of ~~repairs~~credit in North America.

IfF-23 there are circumstances where the above criteria are not met and therefore the Company is not the principal in providing Accident Management services, amounts received from customers are recognized and presented net of payments to repair centers in the consolidated statement of income. Revenue from Accident Management services is recorded net of the repairer referral fees passed on to customers.

~~Incremental~~Table ~~and direct costs incurred to contract with a claimant are classified as contract assets and amortized over the expected period~~ of ~~benefit, not exceeding 15 months. All other costs to the Company are expensed as incurred.~~ Contents

~~F-21~~WNS (HOLDINGS) LIMITED

~~WNS~~NOTES ~~(HOLDINGS)~~TO ~~LIMITED~~UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~NOTES~~(Amounts TOin ~~UNAUDITED~~thousands, ~~CONSOLIDATED~~except ~~FINANCIAL~~share ~~STATEMENTS~~and per share data)

~~(Amounts~~11. Fair invalue ~~thousands,~~measurements ~~except share and per share data)~~

s.Fair ~~Leases~~value hierarchy

The ~~Company~~following ~~leases~~is ~~most~~the ofhierarchy ~~its~~for ~~delivery~~determining ~~centers~~ and ~~office~~disclosing ~~facilities under operating lease agreements that are renewable on a periodic basis at~~ the ~~option~~fair value of ~~the~~financial ~~lessor~~instruments ~~and~~by ~~the~~valuation ~~lessee.~~technique: ~~The lease agreements contain rent free periods and rent escalation clauses.~~

The Company assesses whether a contract contains a lease at the inception of the contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether: (i)Level ~~the~~1 ~~contract~~— ~~involves~~quoted ~~the~~prices ~~use of an identified asset,~~ (iiunadjusted) ~~the~~ ~~Company~~in ~~has~~active ~~the~~markets ~~right~~for toidentical ~~obtain~~assets ~~substantially~~or ~~all of the economic benefits from the use of the asset through the period of the lease, and (iii) the Company has the right to direct the use of the asset~~liabilities.

~~A lease is classified as a finance lease if any one of the following criteria are met: (1)~~Level ~~the lease transfers ownership of the asset by the end of the lease term, (~~2~~) the~~ ~~lease~~— ~~contains~~other antechniques ~~option~~for towhich ~~purchase~~all ~~the~~inputs ~~asset~~have ~~that is reasonably certain to be exercised, (3) the lease term is for~~ a ~~major~~significant ~~part~~effect ofon the ~~remaining~~recorded ~~useful~~fair ~~life of the asset or (4) the present~~ value ofare ~~the~~observable, ~~lease~~either ~~payments~~directly ~~equals~~ or ~~exceeds substantially all of the fair value of the asset~~indirectly.

~~right-of-~~Level 3 — techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

AtThe ~~the~~fair ~~date~~value ofis ~~commencement~~estimated ofusing the ~~lease,~~discounted ~~the~~cash ~~Company~~flow ~~recognizes~~approach ~~a ROU~~ and amarket ~~corresponding~~rates ~~lease~~of ~~liability for all lease arrangements under which it is a lessee, except for short-term leases~~interest. ~~ROU~~The ~~represent~~valuation ~~the~~technique ~~Company’s~~involves ~~right~~assumptions toand ~~use~~judgments anregarding ~~underlying~~risk ~~asset~~characteristics ~~for~~of the ~~lease~~instruments, ~~term~~discount rates and ~~lease~~future ~~liabilities~~cash ~~represent the Company’s obligation to make lease payments arising from the lease~~flows.

The ~~lease~~Company ~~arrangements~~uses ~~include~~valuation ~~options~~techniques toin ~~extend~~measuring orthe ~~terminate~~fair value of financial instruments, where active market quotes are not available. In applying the ~~lease~~valuation ~~before~~techniques, the ~~end~~Company makes maximum use of ~~the~~market ~~lease~~inputs, ~~term.~~and ~~ROU~~uses estimates and ~~lease~~assumptions ~~liabilities~~that ~~include~~are, ~~these~~as ~~options~~far ~~when~~as itpossible, consistent with observable data that market participants would use in pricing the instrument. Where applicable data is ~~reasonably~~not ~~certain~~observable, the Company uses its best estimate about the assumptions that ~~they~~market ~~will~~participants would make. These estimates may vary from the actual prices that would be ~~exercised~~achieved in an arm’s length transaction at the reporting date.

The ~~ROU~~assets ~~are~~and ~~initially~~liabilities ~~recognized~~measured at ~~cost,~~fair ~~which~~value ~~comprises~~on ~~the~~a ~~initial~~recurring ~~amount~~basis ofas ~~the lease liability adjusted for any lease payments made~~ at orJune 30, ~~prior~~2025 ~~to the commencement date of the lease plus any initial direct costs less any lease incentives. They~~ are ~~subsequently~~as ~~measured~~follows: ~~at cost less accumulated depreciation and impairment losses.~~

Lease expense for operating lease arrangements is recognized on a straight-line basis over the lease term reflecting single operating lease cost.


			Fair value measurement at reporting date using
Description	June 30, 2025		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Assets
Foreign exchange contracts	$	12,163	$	—	$	12,163	$	—
Investments in mutual funds & Bonds		112,827		112,485		342		—
Investments Others		3,300		—		—		3,300

Total assets	$	128,290	$	112,485	$	12,505	$	3,300

Liabilities
Foreign exchange contracts	$	16,211	$	—	$	16,211	$	—
Contingent consideration		482		—		—		482

Total liabilities	$	16,693	$	—	$	16,211	$	482

~~The~~F-24 lease liability is initially measured at amortized cost at the present value of the future lease payments. For leases under which the rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rate based on the information available at the date of commencement of the lease in determining the present value of lease payments. Lease liabilities are remeasured with a corresponding adjustment to the related ROU asset if the Company changes its assessment as to whether it will exercise an extension or a termination option.

~~The~~Table ~~Company accounts for a modification~~ of a lease contract as a separate contract for an additional right of use not included in the original lease and the increase in lease payment is commensurate with the standalone price for the additional right of use, adjusted for the circumstances of the particular contract. Modifications which are not accounted for as a separate contract are reassessed as at the effective date of the modifications based on the modified terms and conditions and the facts and circumstances as at that date. Upon modification, the Company remeasures the lease liability to reflect changes to the remaining lease payments and discount rates and recognizes the amount of the remeasurement of the lease liability as an adjustment to the ROU assets. However, if the carrying amount of the ROU assets is reduced to zero as a result of modification, any remaining amount of the remeasurement is recognized as an expense in consolidated statement of income. Contents

~~F-22~~WNS (HOLDINGS) LIMITED

~~WNS~~NOTES ~~(HOLDINGS)~~TO ~~LIMITED~~UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~NOTES~~(Amounts TOin ~~UNAUDITED~~thousands, ~~CONSOLIDATED~~except ~~FINANCIAL~~share ~~STATEMENTS~~and per share data)

~~(Amounts~~The inassets ~~thousands,~~and ~~except~~liabilities ~~share~~measured ~~and~~at ~~per~~fair ~~share~~value ~~data)~~on a recurring basis as at March 31, 2025 are as follows:

sub-leases,


			Fair value measurement at reporting date using
Description	March 31, 2025		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Assets
Foreign exchange contracts	$	15,924	$	—	$	15,924	$	—
Investments in mutual funds & Bonds		149,227		148,905		322		—
Investments Others		3,300		—		—		3,300

Total assets	$	168,451	$	148,905	$	16,246	$	3,300

Liabilities
Foreign exchange contracts	$	6,826		—	$	6,826	$	—
Contingent consideration		482		—		—		482
Others		2,624		—		—		2,624

Total liabilities	$	9,932	$	—	$	6,826	$	3,106

~~sub-lease~~Description of significant unobservable inputs to Level 3 valuation

~~sub-lease~~The fair value of the contingent consideration liability for The Smart Cube and OptiBuy was estimated using a probability weighted method and achievement of target revenues and adjusted EBITDA (with certain adjustments) with a discount rate of 4.93% and 2.90% respectively. One percentage point change in the unobservable inputs used in fair valuation of the contingent consideration does not have a significant impact on its value.

~~sub-lease~~During the year ended March 31, 2025, there was a change in the estimated fair value of contingent consideration liability for OptiBuy to Nil and for The Smart Cube to $482 with a discount rate of 6.75%.

~~sub-lease~~The fair value is estimated using the discounted cash flow approach, which involves assumptions and judgments regarding risk characteristics of the instruments, discount rates, future cash flows, foreign exchange spot, forward premium rates and market rates of interest.

~~sub-lease.~~The movement in contingent consideration categorized under Level 3 fair value measurement is given below:

non-lease


	As at
	June 30, 2025		March 31, 2025
Balance at the beginning of the Period	$	482	$	20,510
Interest expense recognized in the consolidated statement of income		—		735
Gain recognized in the consolidated statement of income		—		(18,328	)
Payouts		—		(2,648	)
Translation		—		213

Balance at the end of the period	$	482	$	482

t.During ~~Interest~~the ~~expense~~three months ended June 30, 2025 and the year ended March 31, 2025, there were no transfers between Level 1 and Level 2 fair value measurements, and no transfers into and out of Level 3 fair value measurements.

~~Interest~~F-25 expense comprises interest cost on borrowings, transaction costs, the gains or losses on settlement of related derivative instruments and interest on defined benefit obligations. The foreign exchange gains/losses on borrowings are considered as a natural economic hedge for the foreign currency monetary assets which are classified as foreign exchange gains/losses, net within results from operating activities. Borrowing costs are recognized in the consolidated statement of income using the effective interest method.

u.Table ~~Income~~of ~~taxes~~Contents

~~Income~~WNS ~~tax~~(HOLDINGS) ~~comprises~~LIMITED current and deferred tax. Income tax expense is recognized in the consolidated statement of income except to the extent it relates to items directly recognized in equity, in which case it is recognized in equity.

~~F-23~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~WNS~~ (~~HOLDINGS)~~Amounts ~~LIMITED~~in thousands, except share and per share data)

~~NOTES~~12. TODerivatives ~~UNAUDITED~~and ~~CONSOLIDATED~~hedge ~~FINANCIAL~~accounting ~~STATEMENTS~~

~~(Amounts~~Derivative infinancial ~~thousands,~~instruments ~~except share and per share data)~~

The primary risks managed by using derivative instruments are foreign currency exchange risk. Forward and option contracts up to 24 months on various foreign currencies are entered into to manage the foreign currency exchange rate risk on forecasted revenue denominated in foreign currencies and monetary assets and liabilities held in

~~i. Current income tax~~non-functional

currencies. The Company’s primary exchange rate exposure is with the US dollar and pound sterling against the Indian rupee. For derivative instruments which qualify for cash flow hedge accounting, the Company records the effective portion of gain or loss from changes in the fair value of the derivative instruments in other comprehensive income/(loss), which is reclassified into earnings in the same period during which the hedged item affects earnings. Derivative instruments qualify for hedge accounting when the instrument is designated as a hedge; the hedged item is specifically identifiable and exposes the Company to risk; and it is expected that a change in fair value of the derivative instrument and an opposite change in the fair value of the hedged item will have a high degree of correlation. Determining the high degree of correlation between the change in fair value of the hedged item and the derivative instruments involves significant judgment including the probability of the occurrence of the forecasted transaction. When it is highly probable that a forecasted transaction will not occur, the Company discontinues the hedge accounting and recognizes immediately in the consolidated statement of income, the gains and losses attributable to such derivative instrument that were accumulated in other comprehensive income/(loss).

~~Current income tax for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities based on the taxable profit for the period.~~ The ~~tax~~following ~~rates~~table ~~and~~presents ~~tax laws used to compute~~ the ~~amount~~notional ~~are~~values ~~those~~of ~~that~~outstanding ~~are~~foreign ~~enacted~~exchange byforward ~~the~~contracts ~~reporting date~~ and ~~applicable~~foreign ~~for~~exchange ~~the~~option ~~period.~~contracts: ~~The Company offsets current tax assets and current tax liabilities where it has a legally enforceable right to set off the recognized amounts and where it intends either to settle on a net basis.~~

Significant judgments are involved in determining the provision for income taxes including judgment on whether tax positions are probable of being sustained in tax assessments. A tax assessment can involve complex issues, which can only be resolved over extended time periods. The recognition of taxes that are subject to certain legal or economic limits or uncertainties is assessed individually by management based on the specific facts and circumstances. Though the Company has considered all these issues in estimating its income taxes, there could be an unfavorable resolution of such issues that may affect results of the Company’s operations.


	As at
	June 30, 2025		March 31, 2025
Forward contracts (Sell)
In US dollars	$	646,417	$	582,992
In Pound Sterling		198,394		179,465
In Euro		40,010		39,629
In Australian dollars		57,311		56,354
Others		30,430		28,514

	$	972,562	$	886,954

Option contracts (Sell)
In US dollars	$	347,034	$	328,459
In Pound Sterling		145,733		134,128
In Euro		42,518		41,010
In Australian dollars		60,943		58,322

	$	596,228	$	561,919

~~ii.~~F-26 ~~Deferred income tax~~

~~Deferred~~Table ~~income tax is recognized using the balance sheet approach. Deferred income tax assets and liabilities are recognized for all deductible and taxable temporary differences arising between the tax bases~~ of ~~assets and liabilities and their carrying amount in financial statements, except when the deferred income tax arises from the initial recognition of goodwill.~~ Contents

~~Deferred~~WNS ~~income tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized or the liability is settled, based on tax rates~~ (~~and tax laws~~HOLDINGS) ~~that~~LIMITED ~~have been enacted at the reporting date.~~

~~Deferred~~NOTES ~~tax~~TO ~~assets~~UNAUDITED ~~are~~CONSOLIDATED ~~reduced~~FINANCIAL bySTATEMENTS ~~a valuation allowance if, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.~~

~~tax-free~~(Amounts in thousands, except share and per share data)

The ~~effect~~following ontable ~~deferred~~sets ~~tax~~forth ~~assets~~the ~~and~~fair ~~liabilities~~value of ~~a change in tax rates or tax status is recognized in~~ the ~~statements~~foreign ofexchange ~~income~~forward incontracts ~~the~~and ~~period~~foreign inexchange ~~which~~option ~~the~~contracts ~~change~~and istheir ~~identified.~~location ~~The~~on ~~Company releases (reclassifies)~~ the ~~tax effects from AOCI to the~~ consolidated ~~statements~~balance ofsheets: ~~income at the time of settlement of cash flows hedges and amortization of deferred actuarial gain/(loss) on retirement benefits.~~

v. Earnings per share


	Derivatives in cash flow hedging relationships					Derivatives not designated as hedging instruments
	As at					As at
	June 30, 2025			March 31, 2025		June 30, 2025		March 31, 2025
Assets:
Derivative assets	$	8,154		$	9,473	$	4,009	$	6,451
Liabilities:
Derivative liabilities		14,281			5,390		1,930		1,436

	$	(6,127	)	$	4,083	$	2,079	$	5,015

~~Basic~~The ~~earnings~~amount ~~per~~of ~~share~~gain/ ~~are~~(loss) ~~computed~~reclassified ~~using~~from ~~the~~other ~~weighted-average~~comprehensive ~~number~~income ofinto ~~ordinary~~consolidated ~~shares~~statement ~~outstanding~~of ~~during~~income in ~~the~~respective ~~period~~line ~~adjusted~~items for ~~outstanding shares that are subject to repurchase during~~ the ~~period.~~three ~~Diluted~~months ~~earnings~~ended ~~per share is computed by considering the impact of the potential issuance of ordinary shares~~June 30, ~~using the treasury stock method~~2025, onand ~~the~~2024 ~~weighted~~are ~~average~~as ~~number of shares outstanding during the period, except where the results would be anti-dilutive.~~ follows:

F-24


	Three months ended June 30,
	2025			2024
Revenue	$	(949	)	$	(918	)
Foreign exchange gain/(loss), net		—			(331	)
Income tax related to amounts reclassified into consolidated statement of income		364			57

Total	$	(585	)	$	(1,192	)

~~WNS~~F-27 ~~(HOLDINGS) LIMITED~~

~~NOTES~~Table TOof ~~UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~ Contents

~~(Amounts~~WNS ~~in thousands, except share and per share data~~(HOLDINGS) LIMITED

w.NOTES ~~Government~~TO ~~grants~~UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~The~~(Amounts ~~Company~~in ~~recognizes government grants only when there is reasonable assurance that the conditions attached to them shall be complied with~~thousands, ~~and~~except ~~the~~share ~~grants will be received. Government grants related to depreciable assets are treated as deferred income~~ and ~~are~~per ~~recognized~~share indata) the consolidated statement of income on a systematic and rational basis over the useful life of the asset. Government grants related to revenue are recognized as a reduction of expenses in the consolidated statements of income.

x.The ~~Concentration~~following table sets forth the effect of ~~credit~~foreign ~~risk~~exchange forward contracts and foreign exchange option contracts on AOCI and the consolidated statement of income:

Credit risk arises from the possibility that customers may not be able to settle their obligations as agreed. Accounts receivable are typically unsecured and are derived from revenue earned from customers primarily located in the UK and the US. Credit risk is managed through periodic assessment of the financial reliability of customers, taking into account the financial condition, current economic trends, analysis of historical bad debts and ageing of accounts receivable. The credit risk on investments, bank deposits and derivative financial instruments is limited because the counterparties are banks and mutual funds with high credit ratings assigned by international credit-rating agencies.


	Three months ended June 30,
	2025			2024
Derivative financial instruments:
Unrealized gain/(loss) recognized in OCI
Derivatives in cash flow hedging relationships	$	(10,154	)	$	(1,072	)

Gain/(loss) recognized in consolidated statements of income
Derivatives not designated as hedging instruments		28			(5,176	)

	$	(10,126	)	$	(6,248	)

As at June 30, 2025, a loss amounting to $6,022 net, excluding tax effects, included in AOCI, on account of cash flow hedges in relation to forward and option contracts entered is expected to be reclassified from other

comprehensive income into the consolidated statement of income over a period of 12 months. As at June 30, 2025, the maximum outstanding term of the cash flow hedges was approximately 24 months.

Due to the discontinuation of cash flow hedge accounting on account of

~~3. New accounting pronouncements not yet adopted by the Company:~~ non-occurrence

of original forecasted transactions by the end of the originally specified time period, the Company recognized in the consolidated statement of income a gain of $nil and a loss of $331 for three months ended June 30, 2025, 2024, respectively.

~~Certain~~For ~~new~~the ~~standards,~~financial ~~interpretations~~assets and ~~amendments~~liabilities subject to ~~existing~~offsetting ~~standards~~or ~~have~~similar ~~been~~arrangements, ~~published~~each ~~that~~agreement ~~are~~between ~~mandatory~~the Company and the counterparty allows for net settlement of the ~~Company’s~~relevant ~~accounting~~financial ~~periods~~assets ~~beginning~~and onliabilities orwhen ~~after~~both ~~April 1,~~elect ~~2024~~to orsettle ~~later~~on ~~periods~~a net basis. ~~Those~~In ~~which~~the ~~are~~absence ~~considered~~of tosuch bean ~~relevant~~election, tofinancial ~~the~~assets ~~Company’s~~and ~~operations~~liabilities ~~are~~will ~~set~~be ~~out~~settled ~~below:~~on a gross basis.

~~i. In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2023~~F-~~06,~~28 ~~Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This ASU:~~

•Table ~~modifies the disclosure or presentation requirements~~ of a variety of Topics in the Codification. Certain of the amendments represent clarifications to or technical corrections of the current requirements. For entities subject to the SEC’s existing disclosure requirements and for entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited.Contents

•WNS ~~should~~(HOLDINGS) beLIMITED applied prospectively. For all entities, if by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the Codification and will not become effective for any entity.

~~The~~NOTES ~~adoption~~TO ofUNAUDITED ~~this~~CONSOLIDATED ~~ASU~~FINANCIAL ~~will~~STATEMENTS ~~not have a material impact on the Company’s unaudited consolidated financial statements. The Company will continue to monitor for SEC action, and plan accordingly for adoption.~~

~~F-25~~(Amounts in thousands, except share and per share data)

~~WNS~~Financial ~~(HOLDINGS)~~assets ~~LIMITED~~and liabilities subject to offsetting, enforceable master netting arrangements or similar agreements as at June 30, 2025 are as follows:

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


Description of types of financial assets	Gross amounts of recognized financial assets		Gross amounts of recognized financial liabilities offset in the statement of financial position		Net amounts of financial assets presented in the statement of financial position		Related amount not set off in financial instruments
Description of types of financial assets	Gross amounts of recognized financial assets						Financial Instruments			Cash collateral received		Net Amount
Derivative assets	$	12,163	$	—	$	12,163	$	(5,917	)	$	—	$	6,246

Total	$	12,163	$	—	$	12,163	$	(5,917	)	$	—	$	6,246

(Amounts in thousands, except share and per share data)


Description of types of financial liabilities	Gross amounts of recognized financial liabilities		Gross amounts of recognized financial assets offset in the statement of financial position		Net amounts of financial liabilities presented in the statement of financial position		Related amount not set off in financial instruments
Description of types of financial liabilities	Gross amounts of recognized financial liabilities						Financial Instruments			Cash collateral pledged		Net Amount
Derivative liabilities	$	16,211	$	—	$	16,211	$	(5,917	)	$	—	$	10,294

Total	$	16,211	$	—	$	16,211	$	(5,917	)	$	—	$	10,294

~~ii. In November 2023, FASB issued ASU No. 2023~~F-~~07,~~29 ~~Segment Reporting (“Accounting Standards Codification (“ASC”) Topic 280”): Improvements to Reportable Segment Disclosures. This ASU:~~

•Table ~~improves reportable segment disclosure requirements on an annual and interim basis for all public entities by requiring disclosure~~ of significant segment expenses that are regularly reviewed by the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets.Contents

•WNS ~~allows,~~(HOLDINGS) inLIMITED addition to the measure that is most consistent with US GAAP, the disclosure of additional measures of segment profit or loss that are used by the CODM in assessing segment performance and deciding how to allocate resources.

~~The~~NOTES ~~ASU~~TO isUNAUDITED ~~effective~~CONSOLIDATED ~~for~~FINANCIAL ~~fiscal~~STATEMENTS years beginning from April 1, 2024, and interim periods within fiscal years beginning from April 1, 2025, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its unaudited consolidated financial statements.

~~iii.~~(Amounts Inin ~~December 2023~~thousands, ~~FASB~~except ~~issued~~share ~~ASU~~and ~~No.~~per ~~2023-09,~~share ~~Income Taxes (“ASC Topic 740”~~data), ~~Improvements to Income Tax Disclosures. This ASU:~~

•Financial ~~expands~~assets ~~disclosures~~and ~~relating~~liabilities subject to ~~the~~offsetting, ~~entity’s~~enforceable ~~income~~master ~~tax~~netting ~~rate~~arrangements ~~reconciliation,~~or ~~income~~similar ~~taxes~~agreements ~~paid~~as ~~and~~at ~~certain~~March ~~other~~31, ~~disclosures~~2025 ~~related~~are toas ~~income~~follows: ~~taxes.~~

The ASU will be effective for annual periods beginning from April 1, 2025. The Company is currently evaluating the impact of this ASU on its unaudited consolidated financial statements.


Description of types of financial assets	Gross amounts of recognized financial assets		Gross amounts of recognized financial liabilities offset in the statement of financial position		Net amounts of financial assets presented in the statement of financial position		Related amount not set off in financial instruments
Description of types of financial assets	Gross amounts of recognized financial assets						Financial Instruments			Cash collateral received		Net Amount
Derivative assets	$	15,924	$	—	$	15,924	$	(6,172	)	$	—	$	9,752

Total	$	15,924	$	—	$	15,924	$	(6,172	)	$	—	$	9,752

iv. In March 2024, FASB issued ASU No. 2024-01, Compensation-Stock Compensation (“ASC Topic 718”). This ASU:


Description of types of financial liabilities	Gross amounts of recognized financial liabilities		Gross amounts of recognized financial assets offset in the statement of financial position		Net amounts of financial liabilities presented in the statement of financial position		Related amount not set off in financial instruments
Description of types of financial liabilities	Gross amounts of recognized financial liabilities						Financial instruments			Cash collateral pledged		Net Amount
Derivative liabilities	$	6,826	$	—	$	6,826	$	(6,172	)	$	—	$	654

Total	$	6,826	$	—	$	6,826	$	(6,172	)	$	—	$	654

~~• clarifies how to evaluate whether profits interest and similar awards given to employees and non~~F-~~employees~~30 ~~are within the scope of share-based payment arrangement under ASC 718.~~

~~The~~Table ~~ASU~~of ~~will be effective for annual periods beginning from April 1, 2025, including interim periods within those years.~~ Contents

~~The~~WNS ~~Company~~(HOLDINGS) isLIMITED ~~currently evaluating the impact of this ASU on its unaudited consolidated financial statements.~~

v.NOTES InTO ~~March~~UNAUDITED ~~2024,~~CONSOLIDATED ~~FASB~~FINANCIAL ~~issued~~STATEMENTS ~~ASU No. 2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements. This ASU:~~

•(Amounts ~~contains~~in ~~amendments~~thousands, toexcept ~~the~~share ~~ASC~~and ~~that~~per ~~remove~~share ~~references~~data) ~~to various FASB Concepts Statements.~~

~~The ASU will be effective for annual periods beginning from April 1, 2025, with early adoption permitted~~13. ~~The~~Pension ~~adoption~~and ofother ~~this~~employee ~~ASU~~obligations ~~will not have a material impact on the Company’s unaudited consolidated financial statements.~~

~~F-26~~Pension and other employee obligations consist of the following:

WNS (HOLDINGS) LIMITED


	As at
	June 30, 2025		March 31, 2025
Current:
Salaries and bonus	$	65,993	$	89,375
Pension		1,479		7,383
Withholding taxes on salary and statutory payables		19,792		11,463

Total	$	87,264	$	108,221

Non-current:
Pension and other obligations	$	26,714	$	24,807

Total	$	26,714	$	24,807

~~NOTES~~Employee TObenefit ~~UNAUDITED~~costs ~~CONSOLIDATED~~consist ~~FINANCIAL~~of ~~STATEMENTS~~the following:

(Amounts in thousands, except share and per share data)


	Three months ended June 30,
	2025		2024
Salaries and bonus	$	208,858	$	183,630
Employee benefit plans:
Defined contribution plan		7,274		5,374
Defined benefit plan		1,031		942
Share-based compensation expense (Refer Note 16)		11,672		11,155

Total	$	228,835	$	201,101

~~vi. In November 2024, FASB issued ASU No. 2024~~F-~~03,~~31 Codification Improvements—Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires the disclosure of:

•Table ~~the amounts~~ of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil and gas-producing activities (DD&A) (or other amounts of depletion expense) included in each relevant expense caption. A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contains any of the expense categories listed in (a)–(e).Contents

•WNS ~~certain amounts that are already required to be disclosed under current generally accepted accounting principles~~ (~~GAAP~~HOLDINGS) inLIMITED ~~the same disclosure as the other disaggregation requirements.~~

•NOTES aTO ~~qualitative~~UNAUDITED ~~description~~CONSOLIDATED ofFINANCIAL ~~the~~STATEMENTS ~~amounts remaining in relevant expense captions that are not separately disaggregated quantitatively.~~

•(Amounts ~~the total amount of selling expenses and,~~ in ~~annual reporting periods~~thousands, anexcept ~~entity’s~~share ~~definition~~and ofper ~~selling~~share ~~expenses.~~data)

~~The~~Defined ~~ASU~~benefit ~~will~~plan be effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The adoption of this ASU will not have a material impact on the Company’s unaudited consolidated financial statements.

4.The ~~Business~~components ~~Combination~~of net periodic cost recognized in consolidated statements of income are as follows:

a) The Smart Cube Limited


	Three months ended June 30,
	2025			2024
Service cost	$	1,031		$	942
Interest cost		393			402
Expected return on plan assets		(48	)		(51	)
Amortization of prior service credit		(21	)		(7	)
Amortization of actuarial loss, gross of tax		96			110

Net gratuity cost	$	1,451		$	1,396

~~high-end~~Components of retirement benefits in accumulated other comprehensive income (loss) as at June 30, 2025 and March 31, 2025 are as follows:

The acquisition was for a total consideration of $121,643, including working capital adjustments of $(507) and a contingent consideration of $15,761, payable over a period of 2 years and 5 months linked to The Smart Cube’s target revenues and adjusted earnings before interest, taxes, depreciation, and amortization (“EBITDA”) (with certain adjustments) as specified in the acquisition agreement. The fair value of the contingent consideration liability was estimated using Level 3 inputs which included an assumption for discount rate of 4.93%. The potential undiscounted amount for all future payments that the Company could be required to make under the contingent consideration arrangement is between $0 and $17,286. Further, deferred earn out of $4,913 is payable over a period of 2 years and 5 months commencing from the acquisition date, subject to continued employment. The Company has funded the acquisition primarily with a five year secured term loan.


	As at
	June 30, 2025			March 31, 2025
Net actuarial loss	$	5,832		$	4,253
Net prior service credit		(135	)		(156	)

Accumulated Other comprehensive loss, excluding tax effects	$	5,697		$	4,097

~~after~~F-~~tax~~32

~~not-to-compete~~Table of Contents

~~not-to-compete~~WNS (HOLDINGS) LIMITED

~~During~~NOTES ~~the~~TO ~~year~~UNAUDITED ~~ended~~CONSOLIDATED ~~March 31,~~FINANCIAL ~~2023,~~STATEMENTS ~~the Company incurred acquisition related costs of $2,130, which had been included in “general and administrative expenses” in the consolidated statement of~~

~~income.~~(Amounts in thousands, except share and per share data)

~~F-27~~14. Share capital

~~WNS~~As at June 30, 2025, the authorized share capital was £6,100 divided into 60,000,000 ordinary shares of 10 pence each and 1,000,000 preferred shares of 10 pence each. The Company had 42,893,906 ordinary shares outstanding (~~HOLDINGS~~excluding nil treasury shares) ~~LIMITED~~as at June 30, 2025. There were no preferred shares outstanding as at June 30, 2025.

~~NOTES~~As TOat ~~UNAUDITED~~March 31, ~~CONSOLIDATED~~2025, ~~FINANCIAL~~the ~~STATEMENTS~~authorized share capital was £6,100 divided into 60,000,000 ordinary shares of 10 pence each and 1,000,000 preferred shares of 10 pence each. The Company had 46,396,722 ordinary shares outstanding (excluding 2,800,000 treasury shares) as at March 31, 2025. There were no preferred shares outstanding as at March 31, 2025.

~~(Amounts~~Treasury inshares ~~thousands, except share and per share data)~~

During the year ended March 31, 2025, the shareholders of the Company approved two share repurchase programs, (i) up to 1,100,000 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 approved by the shareholders; and (ii) up to 3,000,000 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 approved by the shareholders. The Company is not obligated under the repurchase program to repurchase a specific number of ordinary shares, and the repurchase program may be suspended at any time at the Company’s discretion. The

~~During~~Company

may fund the repurchases with internal or external sources.

During the year ended March 31, ~~2024~~2025, the Company ~~changed~~purchased ~~fair~~2,800,000 ~~value~~ordinary ofshares in the ~~contingent~~open ~~consideration~~market ~~with~~for ana ~~assumption~~total ~~for~~consideration ~~discount~~of ~~rate~~$149,679 of(including ~~6.45%.~~transaction ~~The~~costs ~~change~~of in$28) under the ~~fair~~above-mentioned ~~value~~share ofrepurchase ~~contingent~~program. ~~consideration~~The ~~amounting~~Company tofunded ~~$538~~the ~~was~~repurchases ~~credited~~under to the ~~consolidated~~repurchase ~~statement~~program ofwith ~~income~~cash on hand.

During the ~~nine~~three months ended ~~December 31~~June 30, ~~2024~~2025, the Company purchased 1,300,000 ordinary shares in the open market for a ~~contingent~~total consideration of $75,373 (including transaction costs of $13) under the above-mentioned share repurchase program. The Company funded the repurchases under the repurchase program with cash on hand. During the three months ended June 30, 2025, the Company received authorization from the Board of Directors to cancel, and cancelled, 4,100,000 ordinary shares that were held as treasury shares for an aggregate cost of $225,054. The effect of the cancellation of these treasury shares was recognized in share capital amounting to $558, in share premium amounting to $44,072 and in retained earnings amounting to $180,424, in compliance with Jersey law. There was no effect on the total shareholders’ equity as a result of this cancellation.

~~2,648~~F-33

~~was~~Table ~~paid by the Company to the sellers upon achievement~~ of the low end of target revenues and adjusted earnings before interest, taxes, depreciation, and amortization (“EBITDA”) (with certain adjustments) as specified in the acquisition agreement related to the first measurement period. The Company changed the fair value of the remaining contingent consideration with an assumption of a discount rate ofContents

~~6.75%.~~WNS (HOLDINGS) LIMITED

~~The~~NOTES ~~change~~TO inUNAUDITED ~~the~~CONSOLIDATED ~~fair~~FINANCIAL ~~value~~STATEMENTS ~~of contingent consideration amounting to $~~

13(Amounts in thousands,~~716~~ except share and per share data)

~~was credited to the consolidated statement of income~~15. Revenue

~~The~~Disaggregation ~~purchase~~of ~~price~~revenue ~~has been allocated, as set out below, to the assets acquired and liabilities assumed in the business combination.~~

	Amount
Cash	$	6,777
Accounts receivables		6,672
Unbilled revenue		1,775
Prepaid expense and other current assets		961
Property and equipment		319
Operating lease right-of-use assets		1,736
Other intangible assets
- Customer relationships		26,759
- Customer contracts		1,972
- Covenant not-to-compete		1,309
- Software		1,305
Non-current assets		1,329
Deferred tax assets		1,372
Current liabilities		(6,241	)
Non-current liabilities		(1,352	)
Operating lease liabilities		(1,736	)
Deferred tax liabilities		(7,758	)
Net assets acquired		35,199
Less: Purchase consideration		(121,643	)
Goodwill on acquisition	$	86,444

In the following tables, revenue is disaggregated by service type, major industries serviced, contract type and geography.

8Revenue by service type

WNS (HOLDINGS) LIMITED


	Three months ended June 30,
	2025		2024
Industry-specific	$	161,943	$	140,043
Finance and accounting		65,397		64,702
Customer experience services		59,324		61,333
Research and analytics		49,865		40,511
Others		17,265		16,526

Total	$	353,794	$	323,115

~~NOTES~~Revenue TOby ~~UNAUDITED~~industry ~~CONSOLIDATED FINANCIAL STATEMENTS~~

(Amounts in thousands, except share and per share data)


Revenue by industry
	Three months ended June 30,
	2025		2024
Insurance	$	107,625	$	90,662
Diversified businesses including manufacturing, retail, CPG, media and entertainment, and telecom		45,675		44,319
Healthcare		38,288		43,846
Travel and leisure		42,129		42,675
Banking and financial services		40,419		29,053
Shipping and logistics		28,997		25,504
Hi-tech and professional services		28,862		24,220
Utilities		21,799		22,836

Total	$	353,794	$	323,115

~~Goodwill~~F-34 ~~is attributable mainly to expected synergies and assembled workforce arising from the acquisition. Goodwill arising from this acquisition is not expected to be deductible for tax purposes.~~

~~The~~Table ~~goodwill has been allocated using a relative fair value allocation method to the Company’s reporting segments as follows: to the MRHP segment in the amount~~ of ~~$74,604, to the BFSI segment in the amount of $8,594 and to the HCLS segment in the amount of $3,246.~~ Contents

bWNS (HOLDINGS) ~~OptiBuy~~LIMITED ~~sp. z.o.o.~~

~~high-end~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~The acquisition was for a total consideration of Euro 30,192~~ (~~$31,756,~~Amounts ~~based~~in ~~on the exchange rate on December 14~~thousands, ~~2022),~~except ~~including~~share ~~working capital adjustments of Euro (280) ($(308), based on the exchange rate on December 14, 2023)~~ and aper ~~contingent~~share ~~consideration of Euro 5,800 ($6,103~~data), payable over a period of 2 years 3 months commencing from the Acquisition date linked to target adjusted EBITDA (with certain adjustments) as specified in the acquisition agreement. The fair value of the contingent consideration liability was estimated using Level 3 inputs which included an assumption for discount rate of 2.90%. The potential undiscounted amount for all future payments that the Company could be required to make under the contingent consideration arrangement and deferred consideration is between Euro 0 and Euro 6,000 ($0 and $6,313, based on the exchange rate on December 14, 2022). Further, deferred earn out of Euro 1,000 ($1,052) is payable over a period of 2 years and 3 months commencing from the acquisition date, subject to continued employment. The Company has funded the acquisition with cash on hand.

~~During~~Revenue ~~the year ended March 31, 2023, a contingent consideration of Euro 2,000 ($2,192, based on the exchange rate on April 20, 2023) was paid~~ by ~~the~~contract ~~Company~~type ~~to the sellers upon achievement of the target adjusted EBITDA (with certain adjustments) as specified in the acquisition agreement related to the first measurement period.~~

During the nine months ended December 31, 2024, the contingent consideration had an estimated fair value of Nil. The change in the fair value of contingent consideration amounting to $4,374 was credited to consolidated income statement during the nine months ended December 31, 2024 and the same is not expected to be taxable.


	Three months ended June 30,
	2025		2024
Full-time-equivalent	$	261,180	$	234,163
Transaction		54,618		48,076
Fixed price		27,753		14,867
Subscription		3,750		15,737
Others		6,493		10,272

Total	$	353,794	$	323,115

~~after~~F-~~tax~~35

9Table of Contents

WNS (HOLDINGS) LIMITED

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data)

~~not-to-compete~~Contract balances

~~not-to-compete~~Contract assets

~~During~~The ~~the~~movement ~~year~~in ~~ended~~contract ~~March 31,~~assets ~~2023,~~during the ~~Company~~three ~~incurred~~months ~~acquisition~~ended ~~related costs of $518~~June 30, ~~which~~2025 ~~had~~is ~~been~~as ~~included~~follows: ~~in “general and administrative expenses” in the consolidated statement of income.~~

The purchase price has been allocated, as set out below, to the assets acquired and liabilities assumed in the business combination.


	As at June 30, 2025
	Sales Commission			Transition activities			Upfront payment / Others			Total
Opening balances	$	13,551		$	47,810		$	12,495		$	73,856
Additions during the period		599			2,590			700			3,889
Amortization during the period		(729	)		(2,109	)		(1,917	)		(4,755	)
Impairment loss recognized during the period		(16	)		—			—			(16	)
Translation adjustments		322			542			212			1,076

Closing balance	$	13,727		$	48,833		$	11,490		$	74,050

	Amount
Cash	$	1,081
Accounts receivables		1,936
Unbilled revenue		294
Prepaid expense and other current assets		355
Property and equipment		45
Operating lease right-of-use assets		234
Other intangible assets
- Customer relationships		3,434
- Customer contracts		932
- Covenant not-to-compete		956
- Software		122
Non-current assets		594
Deferred tax assets		17
Current liabilities		(2,557	)
Non-current liabilities		(53	)
Operating lease liabilities		(234	)
Deferred tax liabilities		(1,027	)
Net assets acquired		6,129
Less: Purchase consideration		(31,756	)
Goodwill on acquisition	$	25,627

The movement in contract assets during the year ended March 31, 2025 is as follows:

Goodwill is attributable mainly to expected synergies and assembled workforce arising from the acquisition. Goodwill arising from this acquisition is not expected to be deductible for tax purposes.


	As at March 31, 2025
	Sales Commission			Transition activities			Upfront payment / Others			Total
Opening balances	$	11,227		$	44,137		$	9,434		$	64,798
Additions during the period		5,772			11,578			8,878			26,228
Amortization during the period		(3,269	)		(7,493	)		(5,927	)		(16,689	)
Impairment loss recognized during the period		(212	)		—			—			(212	)
Translation adjustments		33			(412	)		110			(269	)

Closing balance	$	13,551		$	47,810		$	12,495		$	73,856

~~The~~F-36 ~~goodwill has been allocated to the Company’s MRHP reportable segment based upon the Company’s assessment of nature of services rendered by OptiBuy.~~

30Table of Contents

WNS (HOLDINGS) LIMITED

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data)

c)Contract ~~Vuram~~liabilities ~~Technology Solutions Private Limited~~

~~low-code~~Contract liabilities consist of the following:

The Company paid a total consideration of $170,347, including cash and working capital adjustments of $(141) and a contingent consideration of $21,670, payable over a period of 18 months commencing from the Acquisition date linked to Vuram’s target revenues and adjusted EBITDA (with certain adjustments) as specified in the acquisition agreement, for the acquisition. The fair value of the contingent consideration liability was estimated using Level 3 inputs which included an assumption for discount rate of 2.75%. The potential undiscounted amount for all future payments that the Company could be required to make under the contingent consideration arrangement is between $0 and $22,300. Further, deferred earn out of $2,700 is payable over a period of 18 months commencing from the Acquisition date, subject to continued employment. The Company has funded the acquisition with cash on hand.


	As at
	June 30, 2025		March 31, 2025
Current:
Payments in advance of services	$	10,809	$	8,907
Advance billings		7,430		6,856
Others		83		61

Total	$	18,322	$	15,824


Non-current:
Payments in advance of services	$	14,447	$	15,323
Advance billings		4,673		3,469
Others		14		27

Total	$	19,134	$	18,819

~~During~~Revenue recognized during the ~~year~~three months ended ~~March~~June 3130, ~~2023,~~2025 ~~the~~and ~~Company~~June 30, ~~incurred acquisition related costs of $1~~2024,~~209,~~ which ~~had~~was ~~been~~ included in ~~“general~~the ~~and~~contract ~~administrative~~liabilities ~~expenses”~~balance inat the ~~consolidated~~beginning ~~statement~~ of ~~income.~~the respective periods, is as follows:

During the year ended March 31, 2024, the Company received $141 towards working capital adjustments. Upon non achievement of Vuram’s target revenues and adjusted EBITDA (with certain adjustments) as specified in the acquisition agreement accordingly by the seller, the contingent consideration amounting to $21,932 was reversed and credited to consolidated income statement during the year ended March 31, 2024 and the same is not expected to be taxable.


	Three months ended June 30,
	2025		2024
Payments in advance of services	$	2,872	$	1,746
Advance billings		1,606		3,239
Others		31		13

Total	$	4,509	$	4,998

~~after~~F-~~tax~~37

~~not-to-compete~~Table of Contents

~~not-to-compete~~WNS (HOLDINGS) LIMITED

1NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~WNS~~ (~~HOLDINGS)~~Amounts ~~LIMITED~~in thousands, except share and per share data)

~~NOTES~~The TOestimated ~~UNAUDITED~~revenue ~~CONSOLIDATED~~expected ~~FINANCIAL~~to ~~STATEMENTS~~be recognized in the future relating to remaining performance obligations as at June 30, 2025 and March 31, 2025 is as follows:

(Amounts in thousands, except share and per share data)


	As at June 30, 2025
	Less than 1 Year		1-2 years		2-5 years		More than 5 years		Total
Transaction price allocated to remaining performance obligations	$	1,999	$	732	$	451	$	—	$	3,182

	As at March 31, 2025
	Less than 1 Year		1-2 years		2-5 years		More than 5 years		Total
Transaction price allocated to remaining performance obligations	$	1,668	$	612	$	101	$	—	$	2,381

The ~~purchase~~Company ~~price~~does ~~has~~not ~~been~~disclose ~~allocated, as set out below, to~~ the ~~assets~~value ~~acquired~~of ~~and~~unsatisfied ~~liabilities~~performance ~~assumed~~obligations infor: ~~the business combination.~~

	Amount
Cash	$	4,670
Investments		11,235
Accounts receivables		6,738
Unbilled revenue		705
Prepaid expense and other current assets		1,633
Property and equipment		707
Operating lease right-of-use assets		1,470
Other intangible assets
- Customer relationships		45,331
- Customer contracts		5,267
- Covenant not-to-compete		5,001
- Software & Trade name		92
Non-current assets		403
Deferred tax assets		632
Current liabilities		(7,799	)
Non-current liabilities		(1,265	)
Operating lease liabilities		(1,470	)
Deferred tax liabilities		(13,717	)
Net assets acquired		59,633
Less: Purchase consideration		(170,347	)
Goodwill on acquisition	$	110,714

(i)	contracts with an original expected length of one year or less; and

~~Goodwill~~(ii) iscontracts ~~attributable mainly to expected synergies and assembled workforce arising from the acquisition. Goodwill arising from this acquisition is not expected to be deductible~~ for ~~tax~~which ~~purposes. The goodwill has been allocated using a relative fair value allocation method to each of~~ the Company’s ~~reporting~~recognizes ~~segments~~revenue asat ~~follows: to~~ the ~~BFSI segment in the~~ amount ~~of $59,805,~~ to ~~the~~which ~~MRHP segment in~~ the ~~amount~~Company ofhas ~~$43,621, to~~ the ~~TSLU~~right ~~segment in the amount of $6,158 and~~ to ~~the~~invoice ~~HCLS~~for ~~segment~~services ~~in the amount of $ 1,130~~performed.

~~5. Cash,~~F-38 ~~cash equivalents and restricted cash~~

~~The~~Table ~~Company considers all highly liquid investments with an initial maturity~~ of ~~up to three months to be cash equivalents. Cash, cash equivalents and restricted cash consist of following:~~ Contents

	As at
	December 31,		March 31,
	2024		2024
Cash and bank balances	$	64,901	$	72,710
Short-term deposits with banks		36,728		14,721
Funds held for clients - Restricted cash		6,906		6,853
Total	$	108,535	$	94,284

WNS (HOLDINGS) LIMITED

2NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~WNS~~ (~~HOLDINGS)~~Amounts ~~LIMITED~~in thousands, except share and per share data)

~~NOTES~~16. TOShare-based ~~UNAUDITED~~payments ~~CONSOLIDATED FINANCIAL STATEMENTS~~

The Company has two share-based incentive plans: the 2006 Incentive Award Plan adopted on June 1, 2006, as amended and restated in February 2009, September 2011 and September 2013 (~~Amounts~~which has expired) the “2006 Incentive Award Plan”, and the 2016 Incentive Award Plan effective from September 27, 2016, as amended and restated in ~~thousands~~September 2018, ~~except~~September ~~share~~2020 and ~~per~~July ~~share~~2021 ~~data~~(the “2016 Incentive Award Plan”) (collectively referred to as the “Plans”). All the Plans are equity settled. Under the Plans, share-based options and RSUs may be granted to eligible participants. Options are generally granted for a term of ten years. Options and RSUs have a graded requisite service period of up to

four years. The Company settles employee share-based options and RSU exercises with newly issued ordinary shares. As at June 30, 2025, the Company had 582,295 ordinary shares available for future grants.

6.Share-based ~~Accounts~~compensation ~~receivable~~expense ~~and~~during ~~unbilled~~the ~~revenue~~three months ended June 30, ~~net~~2025 and 2024 is as follows:

Account receivables and unbilled revenue consist of the following:


	Three months ended June 30,
	2025		2024
Share-based compensation expense recorded in:
Cost of revenue	$	1,064	$	2,169
Selling and marketing expenses		1,502		1,521
General and administrative expenses		9,106		7,465

Total share-based compensation expense	$	11,672	$	11,155

Income tax benefit (including excess tax benefit) related to share-based compensation expense		1,305		2,379

During the three months ended June 30, 2025, the Company modified the terms of certain unvested RSUs to vest immediately, which would have lapsed on account of

	As at
	December 31,2024			March 31,2024
Account receivables and unbilled revenue	$	224,271		$	233,735
Less: Allowances for ECL		(2,016	)		(1,388	)
Total	$	222,255		$	232,347

non-achievement

of market and

~~The movement in the ECL is as follows:~~ non-market

conditions. The Company identified it as Type III modification and the incremental compensation cost amounted to $2,897 was recognized immediately in the consolidated statement of income.

	Three months endedDecember 31,						Nine months endedDecember 31,						Year endedMarch 31,
	2024			2023			2024			2023			2024
Balance at the beginning of the period	$	2,132		$	1,981		$	1,388		$	1,945		$	1,945
Charged to consolidated statement of income		187			273			887			840			1,080
Write-offs, net of collections		(155	)		(713	)		(186	)		(915	)		(1,063	)
Reversals		(12	)		(306	)		(54	)		(589	)		(589	)
Translation adjustment		(136	)		74			(19	)		28			15
Balance at the end of the period	$	2,016		$	1,309		$	2,016		$	1,309		$	1,388

Upon the exercise of share-based options and RSUs, the Company issued 597,184 and 130,573 shares for the three months ended June 30, 2025 and 2024, respectively.

3F-39

~~WNS~~Table ~~(HOLDINGS)~~of ~~LIMITED~~ Contents

~~NOTES~~WNS TO(HOLDINGS) ~~UNAUDITED~~LIMITED ~~CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Amounts~~NOTES inTO ~~thousands,~~UNAUDITED ~~except~~CONSOLIDATED ~~share~~FINANCIAL ~~and~~STATEMENTS ~~per share data)~~

7.(Amounts ~~Leases~~in thousands, except share and per share data)

~~Supplemental~~17. ~~balance~~Income ~~sheet~~taxes ~~information~~

The ~~following~~domestic ~~table~~and ~~sets~~foreign ~~forth~~source ~~the~~component ~~details~~ of ~~the~~income/(loss) ~~operating~~before ~~lease~~income ~~liabilities~~taxes is as follows:

	As at
	Three months ended June 30,
	December 31,2024			March 31,2024
	2025			2024
Operating lease
Domestic	$	(5,633	)	$	(4,726	)
Operating lease right-of-use-asset	$	173,208		$	181,388
Foreign		37,836			42,775
Operating lease liabilities - Current	$	28,787		$	28,826
Income before income taxes	$	32,203		$	38,049
Operating lease liabilities - Non current		153,115			161,054
Total operating lease liabilities	$	181,902		$	189,880

The ~~components~~Company’s ofincome ~~lease~~tax ~~cost~~expense/(benefit) ~~for~~consists ~~operating~~of ~~leases~~the ~~for three and nine months ended December 31, 2024 and 2023 are summarized below~~following:

	Three months endedDecember 31,						Nine months endedDecember 31,
	Three months ended June 30,
	2024			2023			2024		2023
	2025			2024
Operating lease cost	$	11,377		$	10,937		$	33,502	$	33,164
Current taxes
Short-term lease cost		361			112			566		300
Domestic taxes	$	—		$	—
Variable lease cost		823			718			2,629		2,133
Foreign taxes		14,450			11,418
Total lease cost	$	12,561		$	11,767		$	36,697	$	35,597
	$	14,450		$	11,418
Deferred taxes
Domestic taxes		—			—
Foreign taxes		(3,997	)		(2,291	)
	$	(3,997	)	$	(2,291	)
Income tax expense	$	10,453		$	9,127

~~Other~~Domestic ~~information~~taxes ~~relating~~are Nil as the corporate rate of tax applicable to ~~operating~~companies ~~lease~~in Jersey, Channel Islands is ~~summarized~~0%. ~~below:~~Foreign taxes are based on applicable tax rates in each subsidiary’s jurisdiction.

	Nine months endedDecember 31,
	2024		2023
Cash payments for amounts included in the measurement of lease liabilities :
Operating cash outflows for operating leases	$	32,794	$	31,921
Right-of-use asset obtained in exchange of lease liabilities-net		17,642		21,944
Weighted average remaining lease term (in years)		6.81		6.64
Weighted average discount rate		9.20		8.54

In fiscal 2026, we operated from various delivery centers in the Philippines which commenced operations from fiscal 2020 to fiscal 2025 and are eligible for tax exemption benefits expiring between fiscal 2026 and fiscal 2031. Following the expiry of the tax benefits, income generated by our Philippines subsidiary, WNS Global Services Philippines Inc., will be taxed at the prevailing special tax rate, which is currently 5.0% on gross profit. From January 1, 2020 through fiscal 2025, our subsidiary in Sri Lanka was eligible to claim income tax exemption with respect to the profits earned from export revenue. The Sri Lanka government has revised the corporate tax rate from 0% to 15% with respect to the profits earned from export revenue from fiscal 2026.

4F-40

~~WNS~~Table ~~(HOLDINGS)~~of ~~LIMITED~~ Contents

~~NOTES~~WNS TO(HOLDINGS) ~~UNAUDITED~~LIMITED ~~CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Amounts~~NOTES inTO ~~thousands,~~UNAUDITED ~~except~~CONSOLIDATED ~~share~~FINANCIAL ~~and~~STATEMENTS ~~per share data)~~

~~The~~(Amounts Company continued to evaluate its delivery center and office facility leases to determine where it can exit or consolidate its use, as a result the Company entered and surrendered certain operating leases resulting in ~~increase of its lease liabilities by $22~~thousands,~~954~~ ~~and~~except ~~$23,742~~share and aper ~~decrease~~share ofdata) ~~its lease liabilities by $5,312 and $1,798 during the nine months ended December 31, 2024 and December 31, 2023 with a corresponding adjustment to ROU assets.~~

AsIf atthe ~~December 31,~~income ~~2024~~tax ~~and~~exemptions ~~March 31,~~described ~~2024~~above wewere ~~have~~not available, the additional ~~operating~~income ~~leases,~~tax ~~primarily~~expense ~~for~~at ~~delivery~~the ~~centers,~~respective ~~that~~statutory ~~have~~rates ~~not~~would ~~yet~~have ~~commenced~~been ofapproximately $761,~~358~~535 (Philippines) and $527,~~292.~~931 ~~These~~(Philippines ~~operating~~and ~~leases~~Sri ~~will~~Lanka) ~~commence~~for ~~between~~the ~~fiscal~~three ~~year~~months ended June 30, 2025 and ~~fiscal~~the year ~~2026~~ended ~~with~~March 31, ~~lease~~2025 ~~terms~~respectively. ofSuch 5additional ~~years~~tax towould 15have ~~years~~decreased the basic and diluted earnings per share for the three months ended June 30, 2025 by $0.04 and $0.03, respectively ($0.04 and $0.03 respectively for the three months ended June 30, 2024).

~~The~~Income ~~table~~taxes ~~below~~recognized ~~reconciles~~in ~~the~~other ~~undiscounted~~comprehensive ~~cash~~income ~~flows~~are ~~for the Company’s operating leases~~ as ~~at December 31, 2024 to the operating lease liabilities recorded on the Company’s consolidated balance sheets~~follows:

Period range	Operatinglease
	Three months ended June 30,
Jan 1, 2025 to March 31, 2025	$	10,336
	2025			2024
2026		43,537
Current taxes	$	—		$	—
2027		35,897
Deferred taxes:
2028		35,351
Unrealized (loss)/gain on cash flow hedging derivatives		(2,336	)		1,863
2029		28,197
Retirement benefits		(395	)		222
Thereafter		88,569
Total income tax (benefit)/ expense recognized directly in other comprehensive income	$	(2,731	)	$	2,085
Total lease payments	$	241,887
Less: imputed interest	$	59,985
Total operating lease liabilities	$	181,902

~~The~~From ~~table~~time ~~below~~to ~~reconciles~~time, the ~~undiscounted~~Company ~~cash~~receives ~~flows~~orders ~~for~~of assessment from the Indian tax authorities assessing additional taxable income on the Company’s ~~operating~~and/or ~~leases~~its assubsidiaries atin ~~March 31~~connection with their review of their tax returns. The Company currently has orders of assessment outstanding for various years through fiscal 2021, ~~2024~~which toassess additional taxable income that could in the ~~operating~~aggregate ~~lease~~give ~~liabilities~~rise ~~recorded~~to onan estimated $2,460 in additional taxes, including interest of $573. These orders of assessment allege that the transfer pricing the Company applied to certain of the international transactions between WNS Global and its other wholly-owned subsidiaries were not on arm’s ~~consolidated~~length ~~balance~~terms, ~~sheets:~~disallow a tax holiday benefit claimed by the Company, deny the set off of brought forward business losses and unabsorbed depreciation and disallow certain expenses claimed as tax deductible by WNS Global. The Company has appealed against these orders of assessment before higher appellate authorities.

Period range	Operating lease
2025	$	42,173
2026		41,086
2027		33,505
2028		32,970
2029		25,733
Thereafter		74,425
Total lease payments	$	249,892
Less: imputed interest	$	60,012
Total operating lease liabilities	$	189,880

In addition, the Company has orders of assessment pertaining to similar issues that have been decided in favor of the Company by appellate authorities, vacating the tax demands of $78,593 in additional taxes, including interest of $27,102. The income tax authorities have filed or may file appeals against these orders at higher appellate authorities.

5F-41

~~WNS~~Table ~~(HOLDINGS)~~of ~~LIMITED~~ Contents

~~NOTES~~WNS TO(HOLDINGS) ~~UNAUDITED~~LIMITED ~~CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Amounts~~NOTES inTO ~~thousands,~~UNAUDITED ~~except~~CONSOLIDATED ~~share~~FINANCIAL ~~and~~STATEMENTS ~~per share data)~~

8.(Amounts ~~Accumulated~~in ~~other~~thousands, ~~comprehensive~~except ~~loss~~share and per share data)

~~Accumulated~~The ~~other~~following ~~comprehensive~~table ~~income/(loss)~~summarizes ~~(“AOCI”) consists of actuarial gain/(loss) on retirement benefits and cumulative translation adjustments. In addition,~~ the ~~Company~~activities ~~enters~~related ~~into~~to ~~forward and option contracts, which are designated as cash flow hedges, in accordance with ASC Topic 815, Derivatives and Hedging. Cumulative changes in~~ the ~~fair values of cash flow hedges are recognized in AOCI on the~~ Company’s ~~consolidated~~unrecognized ~~balance~~tax ~~sheets.~~benefits ~~The~~for ~~fair~~uncertain ~~value~~tax ~~changes~~positions are reclassified from AOCI to consolidated statements of income upon settlement of foreign currency forward and option contracts designated as cash flow hedges of a forecast transaction. The following table sets forth the changes in AOCI during the nine months ended December 31, 2024 and 2023.

	Currencytranslationadjustments			Unrealizedgain/(loss) on cashflow hedges			Retirementbenefits			Total
	As at
Balance as at April 1, 2024	$	(256,977	)	$	(42	)	$	(3,539	)	$	(260,558	)
	June 30, 2025			March 31, 2025
(Losses) / gains recognized during the period		(19,159	)		(6,407	)		242			(25,324	)
Opening Balance	$	9,059		$	9,284
Reclassification to net income		—			2,725			308			3,033
Translation adjustments		(25	)		(225	)
Income tax effects		—			486			(94	)		392
Closing Balance	$	9,034		$	9,059
Accumulated other comprehensive loss as at December 31, 2024		(276,136	)		(3,238	)		(3,083	)		(282,457	)
Balance as at April 1, 2023	$	(246,570	)	$	(3,721	)	$	(1,827	)	$	(252,118	)
(Losses) recognized during the period		(3,585	)		(1,254	)		(1,531	)		(6,370	)
Reclassification to net income		—			4,174			12			4,186
Income tax effects		—			(780	)		321			(459	)
Accumulated other comprehensive loss as at December 31, 2023		(250,155	)		(1,581	)		(3,025	)		(254,761	)

6The unrecognized tax benefit as at June 30, 2025 of $9,034, if recognized would impact the effective tax rate.

~~WNS~~Uncertain tax positions are reflected at the amount likely to be paid to the taxation authorities. A liability is recognized in connection with each item that is not probable of being sustained on examination by taxing authority. The liability is measured using single best estimate of the most likely outcome for each position taken in the tax return. Thus, the provision would be the aggregate liability in connection with all uncertain tax positions. As at June 30, 2025, the Company had provided a tax reserve of $9,034 (~~HOLDINGS~~March 31, 2025: $9,059) ~~LIMITED~~primarily on account of the Indian tax authorities’ denying the set off of brought forward business losses and unabsorbed depreciation.

~~NOTES~~As TOat ~~UNAUDITED~~June 30, ~~CONSOLIDATED~~2025, ~~FINANCIAL~~corporate ~~STATEMENTS~~tax returns for years ended 2022 and onward remain subject to examination by tax authorities in India.

~~(Amounts~~F-42 ~~in thousands, except share and per share data)~~

9.Table ~~Loans~~of ~~and borrowings~~ Contents

~~Long-term~~WNS ~~debt~~(HOLDINGS) LIMITED

~~The~~NOTES ~~long-term~~TO ~~loans~~UNAUDITED ~~and~~CONSOLIDATED ~~borrowings~~FINANCIAL ~~consist~~STATEMENTS ~~of the following:~~

					As at
Currency	Interest rate		Final maturity(financial year)		December 31,2024			March 31,2024
US dollars		SOFR + 1.20%		2028		48,000		$	56,000
US dollars		SOFR + 1.15%		2030		90,000			—
Sterling Pound		SONIA + 1.25%		2028		62,317			83,830
Total						200,317			139,830
Less: Debt issuance cost						(742	)		(626	)
Total						199,575			139,204
Current portion of long-term debt					$	56,427		$	36,675
Long-term debt					$	143,148		$	102,529

(Amounts in thousands, except share and per share data)

InBased ~~July~~on ~~2022~~the facts of these cases, the ~~Company~~nature ~~obtained~~of athe ~~term~~tax ~~loan~~authorities’ ~~facility~~disallowances ofand ~~$80,000~~the orders from ~~The~~appellate ~~Hongkong~~authorities ~~and~~deciding ~~Shanghai~~similar ~~Banking~~issues ~~Corporation~~in ~~Limited,~~favor ~~Hong~~of ~~Kong~~the ~~and~~Company ~~Citibank~~in ~~N.A.,~~respect ~~Hong~~of ~~Kong~~assessment ~~Branch~~orders for ~~general~~earlier ~~corporate~~fiscal ~~purposes.~~years ~~The~~and ~~loan~~after ~~bears~~consultation ~~interest~~with atthe aCompany’s ~~rate~~external ~~equivalent~~tax toadvisors, the ~~secured~~Company ~~overnight~~believes ~~financing~~these ~~rate~~orders ~~(“SOFR”)~~are ~~plus~~unlikely ato ~~margin~~be ofsustained ~~1.20%~~at ~~per~~the ~~annum~~higher appellate authorities. The Company has ~~pledged~~deposited ~~its~~$10,569 ~~shares~~(March of31, ~~WNS~~2025: ~~(Mauritius~~$10,598) ~~Limited~~of ~~as security for~~ the ~~loan.~~disputed ~~The~~amounts ~~facility~~with ~~agreement for~~ the ~~term~~tax ~~loan~~authorities ~~contains~~and ~~certain~~may ~~financial~~be ~~covenants~~required asto ~~defined~~deposit in the ~~facility~~remaining ~~agreement.~~portion ~~This~~of ~~term~~the ~~loan~~disputed isamounts ~~repayable~~with inthe 10tax ~~semi-annual~~authorities ~~instalments~~pending final resolution of ~~$8,000~~the ~~each~~respective matters. On

In addition, the Company currently has orders of assessment outstanding for various years pertaining to the

~~January 9, 2023, July 11, 2023, January 11, 2024, July 11, 2024 and January 14, 2025 the~~ pre-acquisition

period of Smart Cube India Private Limited acquired in fiscal 2023, which assess additional taxable income that could in the aggregate give rise to an estimated $908 in additional taxes, including interest of $535. These orders of assessment allege that the tax holiday benefit claimed by Smart Cube India Private Limited should be disallowed. Smart Cube India Private Limited has appealed against these orders of assessment before higher appellate authorities.

In ~~Company~~2016, ~~made~~we aalso ~~scheduled~~received ~~repayment~~an assessment order from the Sri Lankan Tax Authority, demanding payment of LKR25.2 million ($884 based on the exchange rate on June 30,~~000~~ ~~each~~2025) in connection with the review of our tax return for fiscal year 2012. AsThe atassessment ~~December 31,~~order ~~2024,~~challenges the ~~Company~~tax ~~had~~exemption ~~complied~~that we have claimed for export business. We have filed an appeal against the assessment order with the ~~financial~~Sri ~~covenants~~Lankan Supreme Court in ~~all~~this ~~material~~regard. ~~respects~~Based inon ~~relation~~consultations towith our tax advisors, we believe this ~~loan~~order ~~facility~~of assessment will more likely than not be vacated in our favour.

InNo ~~December~~assurance ~~2022,~~can ~~the~~be ~~Company obtained a term loan facility of £83~~given,~~000~~ ~~($103~~however,~~862~~ ~~based~~that onwe ~~the~~will ~~exchange~~prevail ~~rate~~in onour ~~December 31,~~tax ~~2024)~~disputes. ~~from~~If ~~The~~we ~~Hongkong~~do ~~and~~not ~~Shanghai Banking Corporation Limited~~prevail, ~~Hong~~payment ~~Kong~~of ~~and~~additional ~~Citibank N.A.~~taxes, ~~UK Branch to acquire The Smart Cube. The loan bears~~ interest atand apenalties ~~rate~~may ~~equivalent~~adversely toaffect ~~the~~our ~~Sterling~~results ~~overnight~~of ~~index~~operations, ~~average~~financial ~~(“SONIA”)~~condition ~~plus~~and acash ~~margin of 1~~flows.~~25%~~ ~~per~~There ~~annum.~~can ~~The~~also ~~Company~~be ~~has~~no ~~pledged~~assurance ~~its~~that ~~shares~~we ofwill ~~WNS~~not ~~(Mauritius)~~receive ~~Limited~~similar asor ~~security~~additional ~~for~~orders ~~the~~of ~~loan.~~assessment ~~The facility agreement for the term loan contains certain financial covenants as defined~~ in the ~~facility agreement~~future. ~~This term loan is repayable in 10 semi-annual instalments of £8,300 each. On~~

~~June 16,~~F-43 ~~2023, December 18, 2023, June 18, 2024 and December 19, 2024 the~~

Table ~~Company made a scheduled repayment~~ of ~~£8,300 each. As at December 31, 2024, the Company had complied with the financial covenants in all material.~~ Contents

In June 2024, the Company obtained a term loan facility of $100,000 from The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch and JP Morgan Chase Bank N.A., Singapore Branch for general corporate purposes. The loan bears interest at a rate equivalent to the secured overnight financing rate (“SOFR”) plus a margin of 1.15% per annum. The Company has pledged its shares of WNS (~~Mauritius~~HOLDINGS) ~~Limited~~LIMITED as security for the loan. The facility agreement for the term loan contains certain financial covenants as defined in the facility agreement. This term loan is repayable in 10 semi-annual instalments of $10,000 each.

OnNOTES ~~December 9,~~TO ~~2024~~UNAUDITED ~~the~~CONSOLIDATED ~~Company~~FINANCIAL ~~made~~STATEMENTS ~~a scheduled repayment of $10,000. As at December 31, 2024, the~~

(Amounts ~~Company had complied with the financial covenants~~ in ~~all~~thousands, ~~material~~except ~~respects~~share inand ~~relation~~per toshare ~~this~~data) ~~loan facility.~~

718. Earnings per share

~~WNS~~The ~~(HOLDINGS)~~following ~~LIMITED~~table sets forth the computation of basic and diluted earnings per share:

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


	Three months ended June 30,
	2025		2024
Numerator:
Net income	$	21,750	$	28,922
Denominator:
Basic weighted average number of shares outstanding		43,330,641		45,443,899
Dilutive impact of equivalent share-based options and RSUs		1,907,693		1,981,118
Diluted weighted average number of shares outstanding		45,238,334		47,425,017
Earnings per share
Basic		0.50		0.64
Diluted		0.48		0.61
Weighted average potentially dilutive shares considered anti-dilutive and not included in computing diluted earnings per share		121,345		204,700

~~(Amounts~~The incomputation ~~thousands,~~of ~~except~~earnings ~~share and~~ per ordinary share ~~data~~(“EPS”) was determined by dividing net income by the weighted average number of shares outstanding during the respective periods.

~~Expected payments for all of the Company’s long term~~F-~~debt~~44 ~~as at December 31, 2024 is as follows:~~

	Amount
January 1, 2025 to March 31, 2025	$	8,000
2026		56,773
2027		56,772
2028		48,772
2029		20,000
2030		10,000
Total	$	200,317

Table of Contents

~~Short-term~~WNS ~~lines~~(HOLDINGS) ofLIMITED ~~credit~~

~~The~~NOTES ~~Company’s~~TO ~~Indian~~UNAUDITED ~~subsidiary,~~CONSOLIDATED ~~WNS~~FINANCIAL ~~Global~~STATEMENTS Services Private Limited (“WNS Global”), has unsecured lines of credit with banks amounting to $62,952 (based on the exchange rate on December 31, 2024). The Company has established a line of credit in the UK amounting to $17,519 (based on the exchange rate on December 31, 2024). The Company has established a line of credit in North America amounting to $40,000. The Company has also established a line of credit in the Philippines amounting to $15,000. Further, the Company has also established a line of credit in South Africa amounting to $1,590 (based on the exchange rate December 31, 2024).

As(Amounts atin ~~December 31~~thousands, ~~2024,~~except noshare ~~amounts~~and ~~were~~per ~~drawn~~share ~~under~~data) ~~these lines of credit.~~

819. Segment reporting

~~WNS~~The ~~(HOLDINGS)~~Company ~~LIMITED~~provides digital-led business transformation and services. Effective April 1, 2023, the Company adopted a new organizational structure featuring four SBUs, each headed by a chief business officer. Under the new organizational structure, the Company combined its prior verticals into the four SBUs. The new structure is intended to help drive improved outcomes for global clients and enable the Company to better drive business synergies, enhance scalability, generate operating leverage, and create organizational depth. The Company now manages and reports financial information through its

four SBUs, which reflects how management reviews financial information and makes operating decisions.

The SBUs’ performance is reviewed by the Group

~~NOTES~~Chief TOExecutive ~~UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~ Officer

, who has been identified as the Chief Operating decision Maker (“CODM”) as defined by ASC 280, “Segment Reporting.” The CODM evaluates the Company’s performance and allocates resources based on revenue growth and operating performance of SBUs. The Company’s operating segments, effective April 1, 2023, are as follows:

~~(Amounts~~• inBanking/Financial ~~thousands~~Services, ~~except share~~ and ~~per~~Insurance ~~share data~~(“BFSI”) ,

~~10.~~• ~~Fair~~Travel, ~~value~~Shipping/Logistics, ~~measurements~~and Utilities (“TSLU’’),

~~Fair~~• ~~value~~Manufacturing/Retail/Consumer, ~~hierarchy~~Hi-tech/Professional Services, and Procurement (“MRHP”), and

~~The~~• ~~following~~Healthcare/Life isSciences ~~the hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:~~ (“HCLS”)

The Company uses revenue less repair payments

~~Level 1 — quoted prices~~ (~~unadjusted~~non-GAAP) ~~in active markets for identical assets or liabilities.~~

as a primary measure to allocate resources and measure segment performance. Revenue less repair payments is a

~~Level 2 — other techniques for which all inputs have a significant effect on the recorded fair value are observable, either directly or indirectly.~~ non-GAAP

measure which is calculated as (a) revenue less (b) in the Company’s BFSI SBU, payments to repair centers for “repair services” where the Company acts as the principal in its dealings with the third party repair centers and its clients.

~~Level 3~~The —Company ~~techniques~~adopted ~~which~~ASU ~~use~~No. ~~inputs~~2023-07, ~~that~~“Segment ~~have~~Reporting” a(Topic ~~significant~~280), ~~effect~~during onthe year ended March 31, 2025 and has identified cost of revenue as the ~~recorded~~significant ~~fair~~segment ~~value~~expense ~~that~~which ~~are~~is ~~not~~provided ~~based~~to the CODM on ~~observable~~a ~~market~~regular ~~data~~basis.

The ~~fair~~CODM ~~value~~does isnot ~~estimated~~evaluate ~~using~~certain ~~the~~operating ~~discounted~~expenses, ~~cash~~interest ~~flow~~expense, ~~approach~~other income, net and ~~market~~income ~~rates~~taxes ofby ~~interest.~~segment, ~~The~~therefore ~~valuation~~the ~~technique~~Company ~~involves~~does ~~assumptions~~not allocate these expenses by segment. Assets and ~~judgments~~liabilities ~~regarding~~used ~~risk~~in ~~characteristics~~Company’s business are not identified to any of the ~~instruments,~~reportable ~~discount~~segments ~~rates~~as they are used interchangeably between segments. Management believes that it is currently not practicable to provide segment disclosures relating to total assets and ~~future~~liabilities, ~~cash~~since ~~flows~~a meaningful segregation of the available data is onerous.

~~The~~F-45 Company uses valuation techniques in measuring the fair value of financial instruments, where active market quotes are not available. In applying the valuation techniques, the Company makes maximum use of market inputs, and uses estimates and assumptions that are, as far as possible, consistent with observable data that market participants would use in pricing the instrument. Where applicable data is not observable, the Company uses its best estimate about the assumptions that market participants would make. These estimates may vary from the actual prices that would be achieved in an arm’s length transaction at the reporting date.

~~The~~Table ~~assets~~of ~~and liabilities measured at fair value on a recurring basis as at December 31, 2024 are as follows:~~ Contents

			Fair value measurement at reporting date using
Description	December 31,2024		Quoted prices inactive marketsfor identical assets(Level 1)		Significantother observableinputs(Level 2)		Significantunobservableinputs(Level 3)
Assets
Foreign exchange contracts	$	10,415	$	—	$	10,415	$	—
Investments in mutual funds		125,318		125,005		313		—
Total assets	$	135,733	$	125,005	$	10,728	$	—
Liabilities
Foreign exchange contracts	$	13,066	$	—	$	13,066	$	—
Contingent consideration		709		—		—		709
Others		3,068		—		—		3,068
Total liabilities	$	16,843	$	—	$	13,066	$	3,777

WNS (HOLDINGS) LIMITED

9NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~WNS~~ (~~HOLDINGS)~~Amounts ~~LIMITED~~in thousands, except share and per share data)

~~NOTES~~The TOsegment ~~UNAUDITED~~results ~~CONSOLIDATED~~for ~~FINANCIAL~~the ~~STATEMENTS~~three months ended June 30, 2025 are as follows:

(Amounts in thousands, except share and per share data)


	TSLU		MRHP		HCLS		BFSI		Reconciling item (3)			Total
Revenue from external customers
Segment Revenue	$	94,369	$	84,265	$	35,811	$	146,899	$	(7,550	)	$	353,794
Payments to repair centers		—		—		—		13,854		—			13,854
Cost of revenue (1) (2)		59,006		47,586		24,351		87,255		4,103			222,301

Segment gross profit		35,363		36,679		11,460		45,790		(11,653	)		117,639
Other costs (4)													64,177
Other income, net													(3,499	)
Interest expense													4,399
Amortization of intangible assets													8,687
Share-based compensation expense													11,672
Income- tax expense													10,453

Net income												$	21,750

~~The~~(1) ~~assets~~Excludes ~~and~~share-based ~~liabilities~~compensation ~~measured at fair value on a recurring basis as at March 31, 2024 are as follows:~~ expense.

			Fair value measurement at reporting date using
Description	March 31, 2024		Quoted prices in active markets for identical assets (Level 1)		Significant other Observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Assets
Foreign exchange contracts	$	7,761	$	—	$	7,761	$	—
Investments in mutual funds		145,635		145,322		313		—
Total assets	$	153,396	$	145,322	$	8,074	$	—
Liabilities
Foreign exchange contracts	$	4,526	$	—	$	4,526	$	—
Contingent consideration		20,510		—		—		20,510
Total liabilities	$	25,036	$	—	$	4,526	$	20,510

(2)	Cost of revenue under reconciling items includes inter and intra segment eliminations and unallocated expenses.

~~Description~~(3) ofRevenue ~~significant~~under ~~unobservable~~reconciling ~~inputs~~items toincludes ~~Level 3~~inter ~~valuation~~and intra segment eliminations and impact of foreign exchange fluctuations.

~~The~~(4) ~~fair~~Includes ~~value~~selling ~~of the contingent consideration liability for The Smart Cube~~ and ~~OptiBuy~~marketing ~~was~~expenses, ~~estimated~~general ~~using a probability weighted method~~ and ~~achievement~~administrative ofexpenses ~~target revenues~~ and ~~adjusted~~foreign ~~EBITDA~~exchanges ~~(with~~loss/ ~~certain adjustments~~(gain), ~~with~~net aexcluding ~~discount~~share-based ~~rate~~compensation ~~of 4~~expense.~~93% and 2.90% respectively. One percentage point change in the unobservable inputs used in fair valuation of the contingent consideration does not have a significant impact on its value.~~

~~During~~No ~~the~~client ~~year~~individually ~~ended~~accounted ~~March 31,~~for ~~2024,~~10% ~~there~~or ~~was~~more aof ~~change in~~ the ~~fair~~total ~~value~~revenue ofduring ~~contingent~~the ~~consideration~~three ~~liability~~months ~~for~~ended ~~The~~June 30, ~~Smart Cube with a discount rate of 6~~2025.~~45%.~~

~~During~~F-46 the nine months ended December 31, 2024, there was a change in the estimated fair value of contingent consideration liability for OptiBuy to Nil and for The Smart Cube to $709 with a discount rate of 6.75%.

~~The~~Table ~~fair value is estimated using the discounted cash flow approach, which involves assumptions and judgments regarding risk characteristics~~ of ~~the instruments, discount rates, future cash flows, foreign exchange spot, forward premium rates and market rates of interest.~~ Contents

~~The~~WNS ~~movement~~(HOLDINGS) inLIMITED ~~contingent consideration categorized under Level 3 fair value measurement is given below:~~

	As at
	December 31, 2024			March 31, 2024
Balance at the beginning of the Period	$	20,510		$	42,256
Interest expense recognized in the consolidated statement of income		724			1,044
Gain recognized in the consolidated statement of income (Refer Note 4(a), 4(b), 4(c))		(18,090	)		(22,470	)
Payouts		(2,648	)		—
Translation		213			(320	)
Balance at the end of the period	$	709		$	20,510

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~During~~(Amounts ~~the~~in ~~nine months ended December 31~~thousands, ~~2024~~except ~~and~~share ~~the year ended March 31, 2024, there were no transfers between Level 1~~ and ~~Level 2~~per ~~fair~~share ~~value~~data) ~~measurements, and no transfers into and out of Level 3 fair value measurements.~~

40The segment results for the three months ended June 30, 2024 are as follows:

WNS (HOLDINGS) LIMITED


	TSLU		MRHP		HCLS		BFSI		Reconciling item (3)			Total
Revenue from external customers
Segment Revenue	$	93,466	$	76,943	$	41,487	$	118,410	$	(7,191	)	$	323,115
Payments to repair centers		—		—		—		10,676		—			10,676
Cost of revenue (1) (2)		56,013		42,459		25,906		66,850		5,370			196,599

Segment gross profit		37,453		34,484		15,581		40,884		(12,561	)		115,840
Other costs (4)													59,194
Other income, net													(3,857	)
Interest expense													4,381
Amortization of intangible assets													6,918
Share-based compensation expense													11,155
Income- tax expense													9,127

Net income												$	28,922

~~NOTES~~(1) TOExcludes ~~UNAUDITED~~share-based ~~CONSOLIDATED~~compensation ~~FINANCIAL STATEMENTS~~ expense.

(~~Amounts~~2) inCost ~~thousands,~~of ~~except~~revenue ~~share~~under reconciling items includes inter and ~~per~~intra ~~share~~segment ~~data)~~eliminations and unallocated expenses.

~~11.~~(3) ~~Derivatives~~Revenue under reconciling items includes inter and ~~hedge~~intra ~~accounting~~segment eliminations and impact of foreign exchange fluctuations.

~~Derivative~~(4) ~~financial~~Includes ~~instruments~~selling and marketing expenses, general and administrative expenses and foreign exchanges loss/ (gain), net excluding share-based compensation expense.

~~non-functional~~No client individually accounted for 10% or more of the total revenue during the three months ended June 30, 2024.

~~The~~F-47 ~~following table presents the notional values of outstanding foreign exchange forward contracts and foreign exchange option contracts:~~

	As at
	December 31, 2024		March 31, 2024
Forward contracts (Sell)
In US dollars	$	572,514	$	444,560
In Pound Sterling		185,814		130,248
In Euro		34,539		38,201
In Australian dollars		53,347		36,202
Others		23,033		22,589
	$	869,247	$	671,800
Option contracts (Sell)
In US dollars	$	303,637	$	297,823
In Pound Sterling		129,615		116,356
In Euro		40,662		45,822
In Australian dollars		57,435		41,114
	$	531,349	$	501,115

Table of Contents

1WNS (HOLDINGS) LIMITED

~~WNS~~NOTES ~~(HOLDINGS)~~TO ~~LIMITED~~UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~NOTES~~(Amounts TOin ~~UNAUDITED~~thousands, ~~CONSOLIDATED~~except ~~FINANCIAL~~share ~~STATEMENTS~~and per share data)

~~(Amounts~~External inrevenue ~~thousands, except share and per share data)~~

~~The~~Revenues ~~following~~from ~~table~~the ~~sets~~geographic ~~forth~~segments ~~the~~are ~~fair~~based ~~value~~on domicile of the ~~foreign~~customer. ~~exchange~~The ~~forward~~Company’s ~~contracts~~external ~~and~~revenue ~~foreign~~by ~~exchange~~geographic ~~option~~area ~~contracts~~is ~~and~~as ~~their location on the consolidated balance sheets~~follows:

	Derivatives in cash flow hedgingrelationships					Derivatives not designated as hedginginstruments
	Three months ended June 30,
	As at					As at
	2025			2024
	December 31,2024			March 31,2024		December 31,2024			March 31,2024
Jersey, Channel Islands	$	—		$	—
Assets:
North America (primarily the US)		165,540			148,220
Derivative assets	$	8,799		$	7,201	$	1,615		$	560
UK		96,304			95,439
Liabilities:
Australia		31,085			23,645
Derivative liabilities	$	9,315		$	3,373	$	3,751		$	1,153
Europe (excluding the UK)		26,701			24,131
	$	(516	)	$	3,828	$	(2,136	)	$	(593	)
South Africa		2,603			2,909
Rest of the world		31,561			28,771
Total	$	353,794		$	323,115

The Company’s long-lived assets by geographic area, which consist of property and equipment and

~~The amount~~ right-of gain/ (loss) reclassified from other comprehensive income into consolidated statement of income in respective line items for the three and nine months ended December 31, 2024, and 2023 are as follows: -use

assets, are as follows:

	Three months endedDecember 31,						Nine months endedDecember 31,
	As at
	2024			2023			2024			2023
	June 30, 2025			March 31, 2025
Revenue	$	(209	)	$	(1,112	)	$	(2,402	)	$	(4,174	)
Jersey, Channel Islands	$	—		$	—
Foreign exchange gain/(loss), net		8			—			(323	)		—
India		151,945			131,038
Income tax related to amounts reclassified into consolidated statement of income		(68	)		340			283			939
Philippines		57,021			56,152
Total	$	(269	)	$	(772	)	$	(2,442	)	$	(3,235	)
South Africa		49,839			46,734
North America		10,654			10,403
UK		7,217			7,093
Rest of the world		17,273			16,226
Total	$	293,949		$	267,646

2F-48

~~WNS~~Table ~~(HOLDINGS)~~of ~~LIMITED~~ Contents

~~NOTES~~WNS TO(HOLDINGS) ~~UNAUDITED~~LIMITED ~~CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Amounts~~NOTES inTO ~~thousands,~~UNAUDITED ~~except~~CONSOLIDATED ~~share~~FINANCIAL ~~and~~STATEMENTS ~~per share data)~~

~~The~~(Amounts ~~following~~in ~~table~~thousands, ~~sets~~except ~~forth~~share ~~the effect of foreign exchange forward contracts~~ and ~~foreign~~per ~~exchange~~share ~~option~~data) ~~contracts on AOCI and the consolidated statement of income:~~

	Three months endedDecember 31,						Nine months endedDecember 31,
	2024			2023			2024			2023
Derivative financial instruments:
Unrealized gain/(loss) recognized in OCI
Derivatives in cash flow hedging relationships	$	(108	)	$	(1,483	)	$	(2,392	)	$	(1,221	)
Gain/(loss) recognized in consolidated statements of income
Derivatives not designated as hedging instruments		(4,907	)		1,757			(4,815	)		(2,767	)
Total	$	(5,015	)	$	274		$	(7,207	)	$	(3,988	)

20. Commitment and contingencies

AsCapital atcommitments December 31, 2024, a loss amounting to $1,736 net, excluding tax effects, included in AOCI, on account of cash flow hedges in relation to forward and option contracts entered is expected to be reclassified from other comprehensive income into the consolidated statement of income over a period of 12 months. As at December 31, 2024, the maximum outstanding term of the cash flow hedges was approximately 24 months.

~~non-occurrence~~As at June 30, 2025 and March 31, 2025, the Company had committed to spend approximately $12,675 and $15,946, respectively, under agreements to purchase property and equipment and software. These amounts are net of capital advances paid in respect of these purchases.

$Bank guarantees

Certain subsidiaries of the Company hold bank guarantees aggregating $1,891 and $1,838 as at June 30, 2025 and March 31, 2025, respectively. These guarantees have a remaining expiry term ranging from

~~and a loss of $~~one

to five years.

Contingencies ~~for three and nine months ended December 31, 2024, respectively, and a loss of~~

In the ordinary course of business, the Company is involved in lawsuits, claims and administrative proceedings. While uncertainties are inherent in the final outcome of these matters, the Company believes, after consultation with counsel, that the disposition of these proceedings will not have a ~~loss~~material adverse effect on the Company’s financial position, results of operations or cash flows.

Others ~~for three and nine months ended December 31, 2023, respectively.~~

~~For~~From ~~the~~time ~~financial~~to ~~assets~~time, ~~and~~the ~~liabilities~~Company ~~subject~~receives toorders ~~offsetting~~of orassessment ~~similar~~from ~~arrangements~~the VAT, ~~each~~service ~~agreement~~tax, ~~between~~Local ~~the~~body ~~Company~~tax (LBT) and ~~the~~GST ~~counterparty~~authorities, ~~allows~~demanding ~~for~~payment ~~net~~of ~~settlement~~$12,905 oftowards ~~the~~VAT, ~~relevant~~service ~~financial~~tax, ~~assets~~LBT and ~~liabilities~~GST ~~when~~for ~~both~~the ~~elect~~period April 1, 2010 to ~~settle~~March 31, 2023. The tax authorities have rejected input tax credit on acertain ~~net~~types ~~basis~~of input services. InBased ~~the~~on ~~absence~~consultations ofwith ~~such~~the anCompany’s ~~election~~tax advisors, ~~financial~~the ~~assets~~Company ~~and~~believes ~~liabilities~~these orders of assessments will more likely than not be ~~settled~~vacated onby athe ~~gross~~higher ~~basis~~appellate authorities and the Company intends to dispute the orders of assessment.

3No assurance can be given, however, that we will prevail in our tax disputes. If we do not prevail, payment of additional taxes, interest and penalties may adversely affect our results of operations, financial condition and cash flows. There can also be no assurance that we will not receive similar or additional orders of assessment in the future.

~~WNS~~21. ~~(HOLDINGS)~~Subsequent ~~LIMITED~~event

~~NOTES~~On TOJuly 6, ~~UNAUDITED~~2025, ~~CONSOLIDATED~~the ~~FINANCIAL~~Company ~~STATEMENTS~~entered into a Transaction Agreement (the “Transaction Agreement”) with Capgemini S.E. (the “Buyer”) a global business and technology transformation partner, pursuant to which the Company agreed to be acquired by the Buyer in an all-cash transaction valued at approximately $

3,300,000

~~(Amounts~~based inon ~~thousands, except share and per share data)~~ $

76.50

~~Financial~~per ~~assets~~ordinary ~~and~~share. ~~liabilities~~The ~~subject~~transaction tohas ~~offsetting,~~been ~~enforceable~~unanimously ~~master~~approved ~~netting~~by ~~arrangements~~both orCapgemini’s ~~similar~~and ~~agreements~~Company’s asBoards atof ~~December 31,~~Directors. ~~2024 are as follows:~~

Description of types of financial assets	Grossamounts ofrecognizedfinancialassets		Gross amountsof recognizedfinancialliabilities offsetin thestatement offinancialposition		Net amountsof financialassetspresented inthe statementof financialposition		Related amount not set off infinancial instruments					NetAmount
							FinancialInstruments			Cashcollateralreceived
Derivative assets	$	10,415	$	—	$	10,415	$	(7,418	)	$	—	$	2,997
Total	$	10,415	$	—	$	10,415	$	(7,418	)	$	—	$	2,997
Description of types of financial liabilities	Gross amounts of recognized financial liabilities		Gross amounts of recognized financial assets offset in the statement of financial position		Net amounts of financial liabilities presented in the statement of financial position		Related amount not set off in financial instruments					Net Amount
							Financial Instruments			Cash collateral pledged
Derivative liabilities	$	13,066	$	—	$	13,066	$	(7,418	)	$	—	$	5,648
Total	$	13,066	$	—	$	13,066	$	(7,418	)	$	—	$	5,648

The transaction is subject to approval by the Royal Court of Jersey and Company’s shareholders, as well as to the receipt of customary regulatory approvals and other conditions. The transaction is expected to close by the end of calendar year 2025.

4F-49

WNSTable (HOLDINGS)of LIMITED Contents

~~NOTES~~Item 2. TOManagement’s ~~UNAUDITED~~Discussion ~~CONSOLIDATED~~and ~~FINANCIAL~~Analysis ~~STATEMENTS~~of Financial Condition and Results of Operations

~~(Amounts~~You should read the following discussion in ~~thousands,~~conjunction ~~except~~with ~~share~~our unaudited consolidated financial statements and ~~per~~the ~~share~~related ~~data)~~notes included elsewhere in this report. We urge you to carefully review and consider the various disclosures made by us in this report and in our other SEC filings, including our annual report on Form 10-K for our fiscal year ended March 31, 2025. Some of the statements in the following discussion are forward-looking statements. See “Special note regarding forward-looking statements.”

~~Financial~~Overview ~~assets and liabilities subject to offsetting, enforceable master netting arrangements or similar agreements as at March 31, 2024 are as follows:~~

Description of types of financial assets	Gross amounts of recognized financial assets		Gross amounts of recognized financial liabilities offset in the statement of financial position		Net amounts of financial assets presented in the statement of financial position		Related amount not set off in financial instruments					Net Amount
							Financial Instruments			Cash collateral received
Derivative assets	$	7,761	$	—	$	7,761	$	(3,708	)	$	—	$	4,053
Total	$	7,761	$	—	$	7,761	$	(3,708	)	$	—	$	4,053
Description of types of financial liabilities	Gross amounts of recognized financial liabilities		Gross amounts of recognized financial assets offset in the statement of financial position		Net amounts of financial liabilities presented in the statement of financial position		Related amount not set off in financial instruments					Net Amount
							Financial instruments			Cash collateral pledged
Derivative liabilities	$	4,526	$	—	$	4,526	$	(3,708	)	$	—	$	818
Total	$	4,526	$	—	$	4,526	$	(3,708	)	$	—	$	818

We are a leading provider of global digital-led business transformation and services company, offering comprehensive data, voice, analytical and business transformation services with a blended onshore, near shore and offshore delivery model. We transfer the business processes of our clients to our delivery centers which are located in Canada, China, Costa Rica, India, Malaysia, the Philippines, Poland, Romania, South Africa, Sri Lanka, Turkey, the UK, and the US, with a view to offer cost savings, operational flexibility, improved quality and actionable insights to our clients. We seek to help our clients “transform” their businesses by identifying business and process optimization opportunities through technology-enabled solutions, improvements to their processes, global delivery capabilities, analytics and an understanding of their business.

5We win outsourcing engagements from our clients based on our domain knowledge of their business, our experience in managing the specific processes they seek to outsource and our customer-centric approach.

~~WNS~~Our ~~(HOLDINGS)~~portfolio ~~LIMITED~~of services includes specific processes that are tailored to address our clients’ specific business and industry practices. In addition, we offer a set of shared services that are common across multiple industries, including finance and accounting, customer experience services, research and analytics, technology services, legal services, and human resources outsourcing.

~~NOTES~~Although TOwe ~~UNAUDITED~~typically ~~CONSOLIDATED~~enter ~~FINANCIAL~~into ~~STATEMENTS~~long-term contractual arrangements with our clients, these contracts can usually be terminated with or without cause by our clients and often with short notice periods. Nevertheless, our client relationships tend to be long-term in nature given the scale and complexity of the services we provide coupled with risks and costs associated with switching processes in-house or to other service providers. We structure each contract to meet our clients’ specific business requirements and our target rate of return over the life of the contract. In addition, since the sales cycle for offshore BPM is long and complex, it is often difficult to predict the timing of new client engagements. As a result, we may experience fluctuations in growth rates and profitability from quarter to quarter, depending on the timing and nature of new contracts. Our operating results may also differ significantly from quarter to quarter due to seasonal changes in the operations of our clients. For example, our clients in the TSLU segment typically experience seasonal changes in their operations in connection with the US summer holiday season, as well as episodic factors such as adverse weather conditions. Our focus, however, is on deepening our client relationships and maximizing shareholder value over the life of a client’s relationship with us.

~~(Amounts~~The infollowing ~~thousands,~~table ~~except~~represents ~~share~~our ~~and~~revenue ~~per~~(a ~~share~~GAAP ~~data~~financial measure) for the periods indicated:

12. Pension and other employee obligations


	Three months ended June 30,
	2025		2024
	(US dollars in millions)
Revenue	$	353.8	$	323.1

~~Pension~~1 ~~and other employee obligations consist of the following:~~

	As at
	December 31,2024		March 31,2024
Current:
Salaries and bonus	$	80,503	$	93,764
Pension		1,158		944
Withholding taxes on salary and statutory payables		10,335		10,644
Total	$	91,996	$	105,352
Non-current:
Pension and other obligations	$	24,194	$	24,642
Total	$	24,194	$	24,642

~~Employee~~Our ~~benefit~~revenue ~~costs~~is ~~consist~~generated primarily from providing BPM services. We have four reportable segments for financial statement reporting purposes — BFSI, TSLU, MRHP and HCLS. In our BFSI segment, we provide “repair services”. For “repair services”, we provide claims handling and repair management services, where we arrange for automobile repairs through a network of third party repair centers. In our repair management services, where we act as the ~~following:~~principal in our dealings with the third party repair centers and our clients, the amounts which we invoice to our clients for payments made by us to third party repair centers are reported as revenue. Where we are not the principal in providing the services, we record revenue from repair services net of repair cost. See Note 2(r) to our consolidated financial statements included elsewhere in this report. Since we wholly subcontract the repairs to the repair centers, we evaluate the financial performance of our BFSI segment based on revenue less repair payments to third party repair centers, which is a non-GAAP financial measure. We believe that revenue less repair payments (a non-GAAP financial measure) for “repair services” reflects more accurately the value addition of the BPM services that we directly provide to our clients. Management believes that revenue less repair payments (non-GAAP) may be useful to investors as a more accurate reflection of our performance and operational results.

	Three months endedDecember 31,				Nine months endedDecember 31,
	2024		2023		2024		2023
Salaries and bonus	$	187,871	$	186,891	$	555,271	$	565,963
Employee benefit plans:
Defined contribution plan		4,963		4,722		15,305		14,505
Defined benefit plan		932		709		2,813		2,278
Share-based compensation expense (Refer Note 17)		8,618		13,139		28,099		42,728
Total	$	202,384	$	205,461	$	601,488	$	625,474

Revenue less repair payments is a non-GAAP financial measure which is calculated as (a) revenue less (b) in our BFSI segment, payments to repair centers for “repair services” where we act as the principal in our dealings with the third party repair centers and our clients. This non-GAAP financial information is not meant to be considered in isolation or as a substitute for our financial results prepared in accordance with GAAP. Our revenue less repair payments (non-GAAP) may not be comparable to similarly titled measures reported by other companies due to potential differences in the method of calculation.

6The following table reconciles our revenue (a GAAP financial measure) to revenue less repair payments (a non-GAAP financial measure) for the periods indicated:

WNS (HOLDINGS) LIMITED


	Three months ended June 30,
	2025		2024
	(US dollars in millions)
Revenue	$	353.8	$	323.1
Less: Payments to repair centers⁽¹⁾		13.9		10.7

Revenue less repair payments (non-GAAP)	$	339.9	$	312.4

~~NOTES~~Note: ~~TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

(~~Amounts~~1) Consists of payments to repair centers in ~~thousands,~~our ~~except~~BFSI ~~share~~segment ~~and~~for ~~per~~“repair ~~share~~services” ~~data)~~where we act as the principal in our dealings with the third party repair centers and our clients.

~~Defined~~2 ~~benefit plan~~

TheTable components of net periodic cost recognized in consolidated statements of income are as follows: Contents

	Three months endedDecember 31,						Nine months endedDecember 31,
	2024			2023			2024			2023
Service cost	$	932		$	709		$	2,813		$	2,278
Interest cost		398			326			1,201			1002
Expected return on plan assets		(51	)		(49	)		(152	)		(151	)
Amortization of prior service credit		(7	)		(5	)		(20	)		(17	)
Amortization of actuarial loss, gross of tax		109			9			328			29
Net gratuity cost	$	1,381		$	990		$	4,170		$	3,141

The following table sets forth our constant currency revenue less repair payments (a non-GAAP financial measure) for the periods indicated. Constant currency revenue less repair payments is a non-GAAP financial measure. We present constant currency revenue less repair payments (non-GAAP) so that revenue less repair payments (non-GAAP) may be viewed without the impact of foreign currency exchange rate fluctuations, thereby facilitating period-to-period comparisons of business performance. Constant currency revenue less repair payments (non-GAAP) is presented by recalculating prior period’s revenue less repair payments (non-GAAP) denominated in currencies other than in US dollars using the foreign exchange rate used for the latest period, without taking into account the impact of hedging gains/losses. Our non-US dollar denominated revenue includes, but is not limited to, revenue denominated in pound sterling, the Australian dollar, the Euro and the South African rand. Management believes constant currency revenue less repair payments (non-GAAP) may be useful to investors in evaluating the underlying operating performance of our company. This non-GAAP financial information is not meant to be considered in isolation or as a substitute for our financial results prepared in accordance with GAAP. Our constant currency revenue less repair payments (non-GAAP) may not be comparable to similarly titled measures reported by other companies due to potential differences in the method of calculation.

Components of retirement benefits in accumulated other comprehensive income (loss) as at December 31, 2024 and March 31, 2024 are as follows:


	Three months ended June 30,
	2025		2024
	(US dollars in millions)
Revenue less repair payments (non-GAAP)	$	339.9	$	312.4
Exchange rate impact		0.9		5.9

Constant currency revenue less repair payments (non-GAAP)	$	340.9	$	318.3

	As at
	December 31,2024			March 31,2024
Net actuarial (gain) /loss	$	4,240		$	4,698
Net prior service cost/(credit)		(162	)		(71	)
Accumulated Other comprehensive income/(loss), excluding tax effects	$	4,078		$	4,627

Pending Transaction

7On July 6, 2025, we entered into a Transaction Agreement (the “Transaction Agreement”) with Capgemini S.E. (the “Buyer”), pursuant to which we agreed to be acquired by the Buyer in an all-cash transaction valued at approximately $3.3 billion (the “Transaction”). If the Transaction is completed, our shareholders will be entitled to receive $76.50 in cash for each ordinary share they own as of the effective time of the Transaction (subject to certain exceptions). The Transaction is expected to close by the end of 2025, subject to customary closing conditions, including approval by our shareholders and receipt of regulatory approvals. For additional information regarding the Transaction, see “Note 21 — Subsequent event” to our condensed consolidated financial statements included elsewhere in this quarterly report on Form 10-Q.

~~WNS~~

Filing Compare · WNS (HOLDINGS) LTD