WNS (Holdings) Limited

WNS Statement on Fringe Benefit Tax on Employee Stock Options and executive
stock sales


On February 28, 2007, India’s Finance Minister announced that as part of the
fiscal 2008 budget beginning on April 1, 2007, the intention to subject stock
options issued under Employee Stock Option Plans (ESOPs) to a Fringe Benefit
Tax (FBT.)

Many of the details of implementation are yet to be announced, but based on
the initial proposal, several facts are known at this time:

•	The FBT will be payable on the gain in the fair market value on the exercise
date over the exercise price.
•	No FBT will be due on options exercised before March 31, 2007

The proposed FBT on stock options has the potential to increase WNS’ tax costs
and/or those of its India-based employees. The company is in the process of
determining the best course of action for itself and its employees once it
receives more clarity on the proposed tax from the Ministry of Finance,
Government of India.

This proposed tax may impact Indian entities and their employees in different
ways, depending on individual circumstances.  For WNS, we expect that
employees including senior executives will exercise a portion of their options
before March 31, 2007, to lessen the potential tax impact on themselves and
the company, and some will choose to sell a portion of their shareholdings in
the open market to finance tax obligations.

As a result of the proposed FBT on ESOPs, Neeraj Bhargava, CEO of WNS, has
informed the Board that he will exercise 322,000 options, of which he will
sell 165,000 shares on or about March 12, 2007. Mr. Bhargava is a US citizen
who resides in India and subject to taxes in both locations. Other senior
India-based executives plan to exercise and sell stock options as required by
their personal situations.

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: 12th March, 2007	By:	Zubin Dubash
	Name:	Zubin Dubash
	Title:	Chief Financial Officer

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