WNS (Holdings) Limited

Other Events

Entering into Rule 10b5-1 Plan

Several employees of the Company, including Neeraj Bhargava, Director and
Chief Executive Officer of the Company, and his family trust, have entered
into written trading plans in accordance with Rule 10b5-1 under the U.S.
Securities Exchange Act of 1934, as amended (the “Exchange Act”), to sell
shares of the Company’s common stock owned by them, including shares issuable
upon the exercise of stock options held by them.

Rule 10b5-1 of the Exchange Act allows officers and directors to adopt written
 plans for trading the Company’s securities in a non-discretionary,
pre-scheduled manner in order to avoid concerns about initiating stock
transactions when the insider may be aware of material non-public information.

The trading plan for Neeraj Bhargava and his family trust provides for sale of
up to 135,000 shares, and the trading plan will terminate when such shares are
sold, or in any event by May 10, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		WNS (Holdings) Limited

Date: 12/26/2006	By:	Zubin Dubash
	Name:	Zubin Dubash
	Title:	Chief Financial Officer

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WNS (Holdings) Limited ———————————————————————————————————
(Translation of registrant’s name into English)

Jersey, Channel Islands ———————————————————————————————————
(Jurisdiction of incorporation or organization)

Gate 4, Godrej & Boyce Complex Pirojshanagar, Vikhroli (W) Mumbai 400 079, India +91-22-6797-6100
——————————————————————————————————— (Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: [x] Form 20-F [ ] Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: [ ] Yes [x] No