WNS WNS Holdings Limited

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 2)

WNS (HOLDINGS) LIMITED

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Restricted Share Units with respect to Ordinary Shares, par value 10 pence per share,

granted pursuant to the Company’s SuperCharge Equity Incentive Program

(Title of Class of Securities)

G98196101 (Ordinary Shares)

(CUSIP Number of Class of Securities)

Gopi Krishnan

General Counsel

Gate 4, Godrej & Boyce Complex

Pirojshanagar, Vikhroli (W)

Mumbai 400 079, India

+91-22-6826-2100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Filing Person)

Copy to:

Julia A. Thompson, Esq.

Christopher M. Bezeg, Esq.

Latham & Watkins LLP

555 Eleventh Street NW, Suite 1000

Washington, D.C. 20004

(202) 637-2200

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ☒

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

Amendment No. 2 to Schedule TO

This Amendment No. 2 to the Tender Offer Statement on Schedule TO (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 8, 2024, as subsequently amended and supplemented by Amendment No.1 to the Tender Offer Statement on Schedule TO filed with the SEC on July 22, 2024 (as so amended and supplemented, the “Schedule TO”), by WNS (Holdings) Limited, a public company incorporated under the laws of Jersey, Channel Islands (the “Company”), relating to the offer by the Company to purchase (the “Offer”) outstanding eligible restricted share units, each representing one ordinary share, par value 10 pence per share, that were granted on August 1, 2022 pursuant to the Company’s “SuperCharge Program” and memorialized in an Award Agreement in the form filed as Exhibit (d)(2) to the Schedule TO, as amended by an amendment in the form filed as Exhibit (d)(3) to the Schedule TO, under the Company’s Third Amended and Restated WNS (Holdings) Limited 2016 Incentive Award Plan, that were outstanding at the time of the commencement of the Offer and at the expiration time of the Offer and held by employees of the Company or its subsidiaries as of the time of commencement of the Offer.

This Amendment is being filed in accordance with Rule 13e-4(c)(4) under the Securities Exchange Act of 1934, as amended. This Amendment is made to amend and supplement the Schedule TO to reflect the final results of the Offer. Only those items that are amended and supplemented are reported in this Amendment. Except as specifically set forth herein, the information set forth in the Schedule TO remains unchanged and this Amendment does not modify any of the information previously reported in the Schedule TO. You should read this Amendment together with the Schedule TO and its exhibits. All capitalized terms used herein have the same meanings as given in the Schedule TO.

Item 4. Terms of the Transaction.

(a)  Material Terms.

Item 4(a) of the Schedule TO is hereby amended and supplemented by adding the following information:

“The Offer expired at 5:00 p.m., New York (Eastern Daylight) Time, on August 2, 2024. A total of 80 holders of Eligible RSUs elected to tender their Eligible RSUs in the Offer. Pursuant to the terms and conditions of the Offer, an aggregate of 610,010 Eligible RSUs were validly tendered and not withdrawn. The Company has accepted for purchase and cancelled all such Eligible RSUs. Each holder who validly tendered and did not withdraw Eligible RSUs pursuant to the Offer will receive a cash payment of $0.01 per Eligible RSU tendered. The Company will promptly make such cash payments in the aggregate amount of $6100.10 subject to the terms and conditions of the Offer.”

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EXHIBIT INDEX