WNS (WNS) 6-K Current report (foreign)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of September 2021

Commission File Number 001—32945

WNS (HOLDINGS) LIMITED

(Translation of Registrant’s name into English)

Gate 4, Godrej & Boyce Complex

Pirojshanagar, Vikroli (W)

Mumbai 400 079, India

+91-22-4095-2100

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

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):  ☐

WNS (Holdings) Limited (the “Company”) is incorporating by reference the information set forth in this Form 6-K into its registration statements on Form S-8 filed on July 31, 2006 (File No. 333-136168), Form S-8 filed on February 17, 2009 (File No. 333-157356), Form S-8 filed on September 15, 2011 (File No. 333-176849), Form S-8 filed on September 27, 2013 (File No. 333-191416), Form S-8 filed on October 11, 2016 (File No. 333-214042) and Form S-8 filed on October 31, 2018 (File No. 333-228070) and Form S-8 filed on October 21, 2020 (File No. 333- 249577).

Other Events

At the annual general meeting of shareholders (“AGM”) held on September 23, 2021, the following resolutions, which were set forth in the notice of AGM dated August 19, 2021, were duly approved and passed by the shareholders of the Company:

1. Adoption of the annual audited accounts of the Company for the financial year ended March 31, 2021, together with the auditors’ report;

2. Re-appointment of Grant Thornton Bharat LLP (formerly known as Grant Thornton India LLP) as the auditors of the Company until the next annual general meeting of the Company to be held in respect of the financial year ending March 31, 2022;

3. Approval of auditors’ remuneration for the audit services to be rendered in respect of the financial year ending March 31, 2022;

4. Re-election of Mr. John Freeland as Class III Director of the Company;

5. Re-election of Ms. Francoise Gri as Class III Director of the Company;

6. Re-election of Mr. Jason T Liberty as Class III Director of the Company;

7. Confirmation of appointment of Mr. Timothy L Main as Class I Director of the Company; and

8. Approval of Directors’ remuneration and other benefits for the period from the AGM until the next annual general meeting of the Company to be held in respect of the financial year ending March 31, 2022.

Please refer to Annexure I below for details of the voting results.

Annexure I:

Annual General Meeting, Thursday, September 23, 2021

Voting results per resolution

Total number of outstanding ordinary shares (which excludes treasury shares) as of the record date, August 20, 2021: 48,688,583

Resolution Number			For				Against				Abstain				Total Votes Cast
	Adopted/ Rejected		Number of votes		Percentage with respect to total votes cast (%)		Number of votes		Percentage with respect to total votes cast (%)		Number of votes		Percentage with respect to total votes cast (%)		Number of votes		Percentage With respect to total number of outstanding ordinary shares (excluding treasury shares) (%)
1		Adopted		38,064,069		99.7048		32,534		0.0852		80,170		0.2100		38,176,773		78.4101
2		Adopted		37,825,482		99.0798		350,348		0.9177		943		0.0025		38,176,773		78.4101
3		Adopted		38,094,258		99.7839		81,438		0.2133		1,077		0.0028		38,176,773		78.4101
4		Adopted		36,934,425		96.7458		1,241,983		3.2532		365		0.0010		38,176,773		78.4101
5		Adopted		34,507,531		90.3888		3,667,447		9.6065		1,795		0.0047		38,176,773		78.4101
6		Adopted		38,173,565		99.9916		2,841		0.0074		367		0.0010		38,176,773		78.4101
7		Adopted		37,728,214		98.8250		448,167		1.1739		392		0.0010		38,176,773		78.4101
8		Adopted		38,048,457		99.6639		36,685		0.0961		91,631		0.2400		38,176,773		78.4101

SIGNATURE

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.

Date: September 23, 2021

WNS (HOLDINGS) LIMITED
By:	/s/ Gopi Krishnan
Name:	Gopi Krishnan
Title:	General Counsel