Form 20-F WNS (HOLDINGS) LTD For: Mar 31
Exhibit 8.1
WNS (HOLDINGS) LIMITED
LIST OF SUBSIDIARIES
S/No. |
Name of Subsidiary |
Place of Incorporation | ||
1. | WNS Global Services Netherlands B.V. | Netherlands | ||
2. | WNS North America, Inc. | Delaware, USA | ||
3. | WNS Global Services (UK) Limited | United Kingdom | ||
4. | WNS (Mauritius) Limited | Mauritius | ||
5. | WNS Global Services (Romania) S.R.L. | Romania | ||
6. | WNS Global Services Philippines, Inc. | Philippines | ||
7. | WNS Business Consulting Services Private Limited | India | ||
8. | WNS Assistance Limited | United Kingdom | ||
9. | Accidents Happen Assistance Limited | United Kingdom | ||
10. | WNS Global Services Inc. | Delaware, USA | ||
11. | Business Applications Associates Beijing Limited | China | ||
12. | WNS Capital Investment Limited | Mauritius | ||
13. | WNS Global Services (Private) Limited | Sri Lanka | ||
14. | WNS Customer Solutions (Singapore) Private Limited | Singapore | ||
15. | WNS Global Services Private Limited | India | ||
16. | WNS BPO Services Costa Rica, S.R.L. | Costa Rica | ||
17. | WNS Global Services (Australia) Pty Ltd | Australia | ||
18. | WNS Mauritius Limited ME (Branch) | Dubai Airport Free Zone | ||
19. | WNS Cares Foundation(2) | India | ||
20. | WNS Global Services (UK) Limited (Branch) Poland | Poland | ||
21. | WNS Global Services SA (Pty) Limited | South Africa | ||
22. | Business Applications Associates Beijing Limited Guangzhou Branch (Branch) | China | ||
23. | WNS Global Services (Dalian) Co. Ltd. | China | ||
24. | WNS Global Services Private Limited (Singapore Branch) | Singapore | ||
25. | WNS Legal Assistance LLP | United Kingdom | ||
26. | WNS Assistance (Legal) Limited | United Kingdom | ||
27. | WNS Global Services (UK) Limited London Bucharest Branch | Romania | ||
28. | WNS Global Services (UK) Limited (France Branch) | France | ||
29. | Denali Sourcing Services Inc.(1) | Delaware, USA | ||
30. | WNS Global Services Netherlands B.V Merkezi Hollanda Istanbul Merkez Subesi (Turkey Branch) | Turkey | ||
31. | MTS HealthHelp Inc. | Delaware, USA | ||
32. | HealthHelp Holdings LLC | Delaware, USA | ||
33. | HealthHelp LLC | Delaware, USA | ||
34. | Value Edge AG(2) | Switzerland | ||
35. | Value Edge Inc. | Delaware, USA | ||
36. | VE Value Edge Gmbh | Germany | ||
37. | WNS Global Services (Dalian) Co. Ltd. Shanghai Branch | China | ||
38. | Ucademy (Pty) Ltd | South Africa | ||
39. | The WNS B-BBEE Staff Share Trust | South Africa | ||
40. | WNS Global Services Netherlands B.V. Ireland Branch | Ireland | ||
41. | WNS New Zealand Limited | New Zealand | ||
42. | WNS Global Services (UK) International Limited | United Kingdom | ||
43. | WNS-HealthHelp Philippines Inc. | Philippines | ||
44. | WNS Global Services North Americas Inc. | Delaware, USA | ||
45. | WNS South Africa (Pty) Ltd. | South Africa | ||
46. | WNS Global Services (UK) Limited (SUCURSAL EN ESPANA Branch) | Spain | ||
47 | WNS Business Consulting Netherlands B.V. | Netherlands | ||
48 | WNS Gestion des Processus dAffaire Inc. | Canada | ||
49 | WNS Information Services (India) Private Limited (formerly known as MOL Information Processing Services (I) Private Limited) (3) | India | ||
50 | WNS Global Services Lisbon Unipessoal LDA(4) | Portugal | ||
51 | WNS Global Services (Romania) SRL-Punct De Lucru Sibiu (Branch)(5) | Romania |
Notes:
(1) | WNS Denali Sourcing Services, Inc. a fully owned subsidiary of Denali Sourcing Services Inc. has been dissolved with effect from April 20, 2022. |
(2) | WNS Global Services AG, wholly-owned subsidiary of WNS Global Services (UK) International Limited, was incorporated in Switzerland on July 16, 2021. |
(3) | On August 1, 2021, we acquired all outstanding shares of MOL Information Processing Services (I) Private Limited. The name of the entity was changed to WNS Information Services (India) Private Limited with effect from December 1, 2021. |
(4) | WNS Global Services Lisbon, Unipessoal LDA, a wholly-owned subsidiary of WNS Global Services (UK) International Limited, was incorporated in Portugal on August 13, 2021. |
(5) | WNS Global Services (Romania) SRL-Punct De Lucru Sibiu, new branch established on December 28, 2021. |
Exhibit 12.1
Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Keshav R. Murugesh, certify that:
1. | I have reviewed this annual report on Form 20-F of WNS (Holdings) Limited; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
4. | The companys other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the company and have: |
(a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | evaluated the effectiveness of the companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | disclosed in this report any change in the companys internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the companys internal control over financial reporting; and |
5. | The companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the companys auditors and the Audit Committee of the companys Board of Directors (or persons performing the equivalent functions): |
(a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the companys ability to record, process, summarize and report financial information; and |
(b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the companys internal control over financial reporting. |
Date: May 17, 2022
By: | /s/ Keshav R. Murugesh | |
Name: | Keshav R. Murugesh | |
Title: | Group Chief Executive Officer |
Exhibit 12.2
Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Sanjay Puria, certify that:
1. | I have reviewed this annual report on Form 20-F of WNS (Holdings) Limited; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
4. | The companys other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the company and have: |
(a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | evaluated the effectiveness of the companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | disclosed in this report any change in the companys internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the companys internal control over financial reporting; and |
5. | The companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the companys auditors and the Audit Committee of the companys Board of Directors (or persons performing the equivalent functions): |
(a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the companys ability to record, process, summarize and report financial information; and |
(b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the companys internal control over financial reporting. |
Date: May 17, 2022
By: | /s/ Sanjay Puria | |
Name: | Sanjay Puria | |
Title: | Group Chief Financial Officer |
Exhibit 13.1
Certification of Chief Executive Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of WNS (Holdings) Limited (the Company) hereby certifies, to such officers knowledge, that:
(i) | the accompanying annual report on Form 20-F of the Company for the year ended March 31, 2022 (the Report) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and |
(ii) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: May 17, 2022
By: | /s/ Keshav R. Murugesh | |
Name: | Keshav R. Murugesh | |
Title: | Group Chief Executive Officer |
The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. Section 1350, and is not being filed either as part of the Report or as a separate disclosure statement, and is not to be incorporated by reference into the Report or any other filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. The foregoing certification shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18 or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.
Exhibit 13.2
Certification of Chief Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of WNS (Holdings) Limited (the Company) hereby certifies, to such officers knowledge, that:
(i) | the accompanying annual report on Form 20-F of the Company for the year ended March 31, 2022 (the Report) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and |
(ii) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: May 17, 2022
By: | /s/ Sanjay Puria | |
Name: | Sanjay Puria | |
Title: | Group Chief Financial Officer |
The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. Section 1350, and is not being filed either as part of the Report or as a separate disclosure statement, and is not to be incorporated by reference into the Report or any other filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. The foregoing certification shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18 or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.
Exhibit 15.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our reports dated May 17, 2022 with respect to the consolidated financial statements and internal control over financial reporting included in the Annual Report of WNS (Holdings) Limited on Form 20-F for the year ended March 31, 2022.
We hereby consent to the incorporation by reference of said reports in the Registration Statements of WNS (Holdings) Limited on Form S-8 (File No. 333-136168, File No. 333-157356, File No. 333-176849, File No. 333-191416, File No. 333-214042, File No. 333-228070 and File No. 333-249577).
/s/ GRANT THORNTON BHARAT LLP |
Gurugram, India |
May 17, 2022 |
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