Exhibit 3.1


                           COMPANIES (JERSEY) LAW 1991

                            MEMORANDUM OF ASSOCIATION

                                       OF

                             WNS (HOLDINGS) LIMITED


1.       The name of the Company is WNS (Holdings) Limited.

2.       The Company is a public company.

3.       The Company is a par value company.

4.       The authorised share capital of the Company is Pound Sterling 5,100,000
         divided into:

         (a)      50,000,000 ordinary shares of 10 pence each; and

         (b)      1,000,000 preferred shares of 10 pence each (which may be
                  issued is such class or classes as the directors may determine
                  in accordance with the Articles of Association of the
                  Company).

5.       The liability of a member of the Company is limited to the amount
         unpaid (if any) on such member's share or shares.