WNS (WNS) 6-K WNS (Holdings) Limited Announces Details of Annual General Meeting of Shareholders

Exhibit 99.2

WNS (HOLDINGS) LIMITED

NOTICE OF ANNUAL GENERAL MEETING

To be held on September 21, 2023

To our Shareholders:

NOTICE IS HEREBY GIVEN that an annual general meeting (the “Annual General Meeting”) of the shareholders of WNS (Holdings) Limited, a company incorporated in Jersey, Channel Islands (the “Company”), will be held at 22 Grenville Street, St Helier, Jersey JE4 8PX, Channel Islands on Thursday, September 21, 2023 at 11:00 a.m. (British Summer Time ) for the purpose of considering the following business, as more fully described in the Proxy Statement accompanying this notice, and if thought fit, adopting the following resolutions:

ORDINARY BUSINESS

The following resolutions will be proposed as ordinary resolutions:

Resolution 1 (Audited annual accounts)

THAT the audited accounts of the Company for the financial year ended March 31, 2023, including the report of the auditors, be and hereby are adopted.

Resolution 2 (Re-appointment of auditors)

THAT Grant Thornton Bharat LLP be and hereby is re-appointed as the Company’s independent auditors until the next annual general meeting of the Company to be held in respect of the financial year ending March 31, 2024.

Resolution 3 (Auditors’ remuneration)

THAT:

(a) a sum of US$821,150 (excluding taxes and out of pocket expenses); and

(b) a further sum in an amount to be determined by the Board of Directors or a committee thereof, provided that such amount will be reported in the Company’s audited financial statements for the year ending March 31, 2024.

be and hereby are approved as being available for the payment of remuneration of the Auditor for the audit services to be rendered in respect of the Company’s financial statements for the financial year ending March 31, 2024 and that the Board of Directors or a committee thereof is authorized to determine the remuneration payable from time to time to the auditors during this period in accordance with this approval.

Resolution 4 (Re-election of Class II Director, Mr. Keshav Murugesh)

THAT Mr. Keshav Murugesh be and hereby is re-elected to hold office as a Class II Director from the date of the Annual General Meeting.

Resolution 5 (Re-election of Class II Director, Ms. Diane de Saint Victor)

THAT Ms. Diane de Saint Victor be and hereby is re-elected to hold office as a Class II Director from the date of the Annual General Meeting.

Resolution 6 (Re-election of Class II Director, Mr. Keith Haviland)

THAT Mr. Keith Haviland be and hereby is re-elected to hold office as a Class II Director from the date of the Annual General Meeting.

SPECIAL BUSINESS

The following resolutions will be proposed as ordinary resolutions:

Resolution 7 (Directors’ remuneration for the period from the Annual General Meeting until the next annual general meeting of the Company to be held in respect of the financial year ending March 31, 2024)

THAT:

(a) an aggregate sum of US$ 6 (six) million be and hereby is approved as being available for the payment of remuneration and other benefits (excluding any charges incurred in connection with exercising issued and outstanding awards and any costs related to making of awards of options and restricted share units referred to in (b) below) to the Directors of the Company, to be applied, as the Directors may decide in their discretion, for the period from the Annual General Meeting until the next annual general meeting of the Company to be held in respect of the financial year ending March 31, 2024 in accordance with the Company’s compensation objectives and assessment process set out in the section “Compensation Discussion and Analysis” as disclosed in the accompanying Proxy Statement; and

(b) as a further part of the Directors’ remuneration, the making of awards of options and restricted share units (“Awards”) under the 2016 Incentive Award Plan (as may be amended and restated pursuant to and in accordance with the terms thereof) (the “2016 Incentive Award Plan”) to Directors by the Board of Directors or a committee thereof, in its discretion, for the period from the Annual General Meeting until the next annual general meeting of the Company to be held in respect of the financial year ending March 31, 2024 be and hereby is approved, provided that the maximum aggregate number of ordinary shares in the capital of the Company that may be issued or transferred pursuant to any Awards made or to be made to the Directors is limited to the maximum number of ordinary shares available for such purpose under the 2016 Incentive Award Plan.

The following resolution will be proposed as a special resolution:

Resolution 8: (To authorize the purchase of 3.3 million ADSs, effective from October 1, 2023 to March 31, 2027 (both days inclusive), subject to a minimum and maximum price and an aggregate limit on the ADSs to be purchased):

“THAT the Company be and is hereby generally and unconditionally authorized:

a) Pursuant to Article 57 of the Companies (Jersey) Law 1991, to make purchases of ADSs, provided that:

i) the maximum number of ADSs hereby authorized to be purchased under this authority is 3.3 million;

ii) the minimum price, exclusive of any expenses, which may be paid for an ADS shall be US$10;

iii) the maximum price, exclusive of any expenses, which may be paid for an ADS shall be US$180;

b) the authority hereby conferred shall be effective from October 1, 2023 to March 31, 2027 (both days inclusive); and

c) pursuant to Article 58A of the Companies (Jersey) Law 1991, to hold as treasury shares any Ordinary Shares represented by ADSs purchased under the authority conferred by paragraph (a) of this resolution.”

DATED: August 17, 2023   BY ORDER OF THE BOARD OF DIRECTORS     Mourant Secretaries (Jersey) Limited Company Secretary Registered Office: 22 Grenville Street, St Helier, Jersey JE4 8PX, Channel Islands

NOTES:

1. The Board of Directors have fixed the close of business on August 17, 2023 as the record date for determining those persons whose names appear on our Register of Members as holders of our ordinary shares (collectively, our “Shareholders”) who will be entitled to notice of and to vote at the Annual General Meeting, and to receive copies of this notice, the accompanying Form of Proxy, Proxy Statement and the notice of availability of the Company’s annual report on Form 20-F for the financial year ended March 31, 2023 (the “Annual Report”).

2. A Shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy or proxies to attend the Annual General Meeting and to vote on his behalf. A proxy need not be a Shareholder. A Form of Proxy, which should be completed in accordance with the instructions printed thereon, is enclosed with this document. The appointment of a proxy will not prevent a Shareholder from subsequently attending and voting at the Annual General Meeting in person.

Important notice: We intend to hold the Annual General Meeting as a physical meeting. However, we will closely monitor the situation, in particular any potential restrictions on public gatherings, non-essential travel or any such other unprecedented event which will restrict the conduct of physical meeting. If such a situation arises, any resulting change will be communicated to the shareholders before the meeting through our website and public announcement.

3. To be valid, the instrument appointing a proxy or proxies, and any power of attorney or other authority (e.g. board minutes) under which it is signed (or a notarially certified copy of any such power or authority), must be deposited at our registered office at 22 Grenville Street, St Helier, Jersey JE4 8PX, Channel Islands (Attn: Mourant Governance Services (Jersey) Limited) not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof or for the taking of a poll at which the proxy proposes to vote.

4. A proxy may be revoked by: (i) giving the Company notice in writing deposited at our registered office at 22 Grenville Street, St Helier, Jersey JE4 8PX, Channel Islands (Attn: Mourant Governance Services (Jersey) Limited) before the commencement of the Annual General Meeting or any adjournment thereof or for the taking of a poll at which the proxy proposes to vote; (ii) depositing a new Form of Proxy with the Company Secretary before the commencement of the Annual General Meeting or any adjournment thereof or for the taking of a poll at which the proxy proposes to vote (although it should be noted that the new Form of Proxy will only be a valid proxy, as opposed to being capable of revoking an earlier Form of Proxy, if deposited not less than 48 hours before the time appointed for the Annual General Meeting or any adjournment thereof or for the taking of a poll at which the proxy proposes to vote); or (iii) attending in person and voting on a poll.

5. A body corporate which is a Shareholder entitled to attend and vote at the Annual General Meeting may authorize a person to act as its representative at the Annual General Meeting in respect of all or a particular number of ordinary shares held by the Shareholder. A body corporate which is a Shareholder may appoint more than one person to act as its representative. If a body corporate which is a Shareholder appoints more than one person to act as its representative, each resolution (and each instrument of appointment) shall specify the number of ordinary shares held by the Shareholder for which the relevant person is appointed its representative. For the avoidance of doubt, a body corporate which is a Shareholder may appoint (in addition to the representatives (if any) appointed by it) any number of persons to act as its proxy at the Annual General Meeting in respect of all or a particular number of ordinary shares held by the Shareholder. A person duly authorized to act as a representative of a body corporate which is a Shareholder shall be entitled to exercise on behalf of the Shareholder the same powers (in respect of the number of ordinary shares held by the Shareholder for which the relevant person is appointed its representative) as the Shareholder could exercise. If a Shareholder which is a body corporate appoints more than one representative (but subject to the voting instructions (if any) given by the Shareholder), no representative need cast all the votes used by him in respect of any resolution in the same way as any other representative or any proxy appointed by the Shareholder.

6. If the Annual General Meeting is adjourned for lack of a quorum, the adjourned meeting will be held at 11:00 a.m. (British Summer Time) on September 28, 2023 at 22 Grenville Street, St Helier, Jersey JE4 8PX, Channel Islands. Under the Company’s Articles of Association, the quorum for the holding of general meetings is not less than two Shareholders present in person or by proxy and holding ordinary shares conferring not less than one-third of the total voting rights of all the Shareholders entitled to vote at the meeting.

7. A copy of the Annual Report is available for inspection at the Company’s registered office. In addition, Shareholders will be provided with a copy of the Annual Report, free of charge, upon request by contacting the Company Secretary, Mourant Secretaries (Jersey) Limited, of 22 Grenville Street, St Helier, Jersey JE4 8PX, Channel Islands (MourantGSWNS@mourant.com attention: Michael Lynam telephone: +44 1534 676000) or gopi.krishnan@wns.com, attention: Gopi Krishnan. Shareholders may also access a copy of the Annual Report on the Company’s website at www.wns.com.

8. Explanatory notes to the resolutions to be proposed at the Annual General Meeting are contained in the Proxy Statement, which accompanies this Notice of Annual General Meeting.