WNS Investor Presentation -...

Confidential 2009 © WNS Global Services | www.wns.com

WNS Investor Presentation

February/March 2009

2Confidential © 2009 WNS Global Services | www.wns.com

Today's Discussion

State of the Market

WNS Evolution and Strategy

Q3 Performance Summary

WNS Corporate Governance Best Practices


State Of The BPO Market

Growth Story

Intact

Industry

structure

changing

Operating

conditions

getting more

benign

Industry growing at slower but healthy

pace

Offshore growing faster and India

continues to be the key location

Larger players growing faster

Global operations critical in most large

deals

Competition increasing from Global/IT

companies

Costs moderating in short to medium

term, e.g.

– Wage inflation

– Real estate costs

Increase in talent supply driven by

demographics

Focus clearly has

to be on ‘growth’

and quickly

adapting to the

changing

competitive

environment


7.6%

0.5%

11.4%

11.7%

7.4%

5.1%5.2%

3.4%

2006 2007 2008E 2009E

Outsourcing growth Global GDP growth rate

Outsourcing Is Still Growing At More Than Twice

Global GDP Growth

Global Outsourcing* and GDP Growth Rate(%)

*Outsourcing definition covers both IT and BPO

IT outsourcing segments include Data Center Outsourcing, Desktop Outsourcing, Enterprise Application

Outsourcing, and Network Outsourcing

BPO segments include horizontal processes such as F&A, HR, Procurement, Industry Specific Processes and

KPO

Source: Gartner Forecast Database October 2008, IMF World Economic Outlook Report Update, January 2009


Operating Environment Expected To Be More Benign

For Next 1-2 Years

Wage Inflation

Currency

Other Factor Costs

Significantly lower compared to 2 years ago across all industries

(WNS increments lower)

Slower economic and industry growth putting less pressure

GBP decline has significant impact

Rupee decline combined with hedging making next 2

years’ economics better

Commercial real estate lower by 10% to 20% across India; more

downward pressure

Telecom costs continue to decline

Transportation cost has moderated due to decline in oil prices

Strong WNS measure to cut down power consumption and thereby

reduce costs


Today's Discussion

State of the Market





Started operations in

Mumbai, India as a British

Airways captive in 1996

Expanded operations in

Pune, India

Early stage pioneer of

transaction processing

BPO

Captive Operations

* Adjusted net income

^2008-09 guidance: Revenue of $385-400 million, ANI of $46-49 million

Started As Captive Of British Airways In 1996

Phase 1 (1996-2002)






Pune, India



BPO

Majority equity stake

acquired by WP in 2002

Started servicing third

party clients

Built new verticals other

than Travel

Early leader in KPO

Further expanded

presence in Gurgaon,

Colombo

Captive Operations

Third Party Emergence

FY02-03 to FY 05-06

Revenue growth = 52%

ANI* growth = 46%



Transitioned From Captive To Third Party BPO

Phase 1 (1996-2002)

Phase 2 (2002-2006)






Pune, India



BPO

Successful IPO

Significant capability

addition through

strategic acquisitions

Enhanced global

delivery through

Romania and

Philippines

1st billion dollar

offshore BPO deal

Vertical expansion in

Insurance and I&I




party clients


than Travel

Early leader in KPO

Further expanded


Colombo

Captive Operations


Third Party Offshore

Leadership

FY02-03 to FY 05-06


ANI* growth = 46%

FY06-07 to FY08-09

Revenue growth^

= 38-39%

ANI growth^ = 30-32%



Established Itself As a Dominant Offshore BPO Player

Phase 1 (1996-2002)

Phase 2 (2002-2006)

Phase 3 (2006-2009)






Pune, India



BPO

Successful IPO

Significant capability

addition through

strategic acquisitions

Enhanced global

delivery through

Romania and

Philippines

1st billion dollar deal

Vertical expansion in

Insurance and I&I




party clients


than Travel

Early leader in KPO

Further expanded


Colombo

$1Bn + company

50000 + employees

Enhance delivery

capabilities in most

global locations ( off-

shore, near-shore,

onshore)

Global market share

leader across key

verticals

Captive Operations


Third Party Offshore

Leadership

Global BPO

FY02-03 to FY05-06


ANI* growth = 46%

FY06-07 to FY08-09

Revenue growth^

= 38-39%

ANI growth^ = 30-32%

* Adjusted net income (ANI) excluding amortization, share-based compensation and related fringe benefit taxes


A Billion Dollar Truly Global BPO Company In 3-5 Years

Next 3-5 Years

Projected Revenue

Growth = ~15%

ANI growth = ~20%

Phase 1 (1996-2002)

Phase 2 (2002-2006)

Phase 3 (2006-2009)

Phase 4 (3-5 years)


$1 billion +

company

$150 million (Pre-tax

ANI)

50,000 + employees

Global market share

leader in key

verticals

Delivery capability

in most global

locations

Global BPO

Executing Our Strategy

Phase 4 (3-5 years)New Geographies

Global Operations

New Service Lines

Tech Investments

(Making BPO more efficient)

Building true

transformational capabilities

Accelerated Brand / Sales

Investment

Growth Drivers Current Focus Potential Future Focus

Traditionally US, UK

Recently Continental Europe Asia Pacific

India, UK, Romania,

Philippines, Sri Lanka

Transaction processing,

Customer service, F&A, R&A,

legal, technology solutions

Deliver on our technology

investments (BizAps, Flovate,

Verifare)

Deliver on our alliances

Rely on our Six Sigma

capability / Successes

Expand advisor and lead

generation investments and

strengthening sales support

Explore China, Latin

America

Other F&A / R&A sub

segments

Strengthen key vertical

platforms

Enhance process re-

engineering and productivity

improvement capabilities

Enhance brand building

investment

Big sales ‘Pull’


Today's Discussion

State of the Market





Revenue Less Repair Payments

WNS Financial Metrics

SG&A (as % of Revenue)

Adjusted Net Income1

1. Excluding amortization of intangible assets, share-based compensation, related fringe benefit taxes and minority interest share

of loss

74.1

99.6

109.0

0

20

40

60

80

100

120

Q3 2008 Q2 2009 Q3 2009

22.5%

17.1% 16.3%

0%

10%

20%

30%

Q3 2008 Q2 2009 Q3 2009

8.2

11.912.9

0

3

6

9

12

15

Q3 2008 Q2 2009 Q3 2009

USD Million


Adjusted Operating Margins1

WNS Operating Metrics

10.4%

15.8%

21.8%

0%

5%

10%

15%

20%

25%

Q3 2008 Q2 2009 Q3 2009

Attrition

Headcount

39%37%

29%

20%

25%

30%

35%

40%

Q3 2008 Q2 2009 Q3 2009

17,812

20,96621,328

16,000

18,000

20,000

22,000

Q3 2008 Q2 2009 Q3 2009

1. Excludes amortization and share-based compensation


WNS – Key Business Developments

New Additions & Expansions Renewals of Key Clients

Call 24/7 acquisition integration on track

Margin expansion in fiscal Q3 2009

Cost savings and additional margin

expansion opportunities

Cross-selling opportunities in legacy

clients and new business wins

Aviva Global Services Integration

5 new clients; 7 expanded relationships

1. F&A for global telecommunications company

2. R&A for large commercial bank

Opportunities for expansion in both accounts

4 key contract renewals, including Centrica

(top 3 client)

Average pricing was at or better than current

billing rates

9 of top 10 clients with contracts until at

least late 2010 (10th in renewal discussions)

Strong, stable base of cash flows

Auto-Claims

First 6 months is ahead of target

Meeting all operating metrics

Healthy new business pipeline


Pipeline and State of the Business

Opportunities Challenges

Pipeline healthier than last quarter

High level of activity in early stages

Sales and expansion opportunities

– Finance & Accounting across all

industries

– CPG, Pharma and Insurance industries

are active

As economy worsens, clients are

seeing BPO as a survival tool

Sales closures continuing to take longer

Industry-specific

Travel

– Lower volumes offset by exceptions

processing

Banking and Financial Services

– Segment exposure low (<3%)

Research & Analytics

– Slow growth and could see declines

However, activity picking up for all three industries


Cash Position Healthy; Comfortable About Debt

Repayment Obligations

Strong process of working capital management

Days sales outstanding (DSO) among the lowest in the industry (~ 42 days on gross

revenue as on Dec 31, 2008)

Lower capital expenditure budgeted for next year

– < $25 million in FY09

– Even lower in FY10

1st loan installment of $20 million due 10th July 2009

Cash balance

– Dec 2008: $36.6 million

– Will have cash for July 2009 debt payment by March 31, 2009

Generating ~$6 million operating cash and ~$5 million free cash per month

Comfortable about paying back loan, might pre-pay some

* Includes $8 million for taxes


On Track To End This Year With Strong Revenue And

Profit Growth

147.9

219.7

290.7

2005-06 2006-07 2007-08 2008-09E

385- 400*

21.132.2

37

2005-06 2006-07 2007-08 2008-09E

46-49

Net Revenue ( $ million) Adjusted Net Income1 (ANI) - $ million

40%

32-38%

To finish FY 08-09 with revenue growth higher than

industry average

Initial guidance of $425-435 million revised due to

significant depreciation of the British pound

Reaffirmed 2008-09 ANI1 guidance of $46-49 million

FX losses primarily offset by gains in operating

margins from Rupee depreciation and operating

performance

32%24-32%

* Assumes GBP:USD in range of 1.45 to 1.6

1 Excludes amortization, share-based compensation and related fringe benefit taxes


Reaffirmed Adjusted EPS Guidance For FY 2009

Adjusted EPS1

More than 70 percent of costs are in

Rupees, offsetting negative top line

currency impact

Diluted share count for fiscal 2009 of

44.0M on July 10; Share count of 43.2M on

November 14

Fiscal 2009

Revised

Guidance

(Nov. 14,

2008)

Fiscal 2009

Initial

Guidance

(July 10,

2008)

Fiscal 2008

$1.05-

$1.11

$1.06-

$1.13

$0.86

22-29%23-31%

1. Excluding amortization of intangible assets, share-based compensation, related fringe benefit taxes and minority

interest share of loss


Today's Discussion

State of the Market





Directors: Wide Range Of Business, Financial And

Global Experience

Directors* Base Credentials Other Board Affiliations

Ramesh Shah

(Chairman)US

Ex-CEO of retail division - Green Point Bank

Previously held senior positions at American

Express, Shearson, and NatWest Bank

Serving as Director at Doral Financial

Corporation

Neeraj Bhargava India Previously served with Mckinsey and Co as

partner

Serving as Director at American

School, Mumbai (not for Profit)

Richard Bernays* UK

Previously held senior positions at Old Mutual,

Jupiter Asset Management, Hill Samuel Asset

Management

Currently serving as Director at

Hermes Pension Management, Trinity

College, Save The Children Fund

Sir Anthony Greener* UK

Currently Chairman of Qualifications and

Curriculum Authority

Previously held executive positions at BT,

Diageo, Guinness and Dunhill Holdings


Williams Sonoma

Previously appointed Director at

LVMH, Robert Mondavi, Reed

International

Eric Herr* US Currently chairman of BOD at Workscape Inc

Ex-CFO at Autodesk Inc

Currently serving as Director at Taleo

Corporation

Deepak Parekh* India

Currently Chairman of HDFC

Recently appointed by the Government of India

to the board of Satyam as part of the cleanup

process


several companies including Siemens

and Indian Hotels Ltd

Jeremy Young UK

Warburg Pincus Appointee Director of WP Maverick Ltd, Fibernet

Communications and Warburg Pincus

Roaming II S.A.

* Independent Directors


Internal Audit

SOX Compliance

Other expenses

Fixed assets

Travel

Transportation

Procurement

Banking and hedging

Insurance

IT security

Legal compliance

Payroll

Fixed assets

ESOP

Direct taxes

Goodwill and intangibles

Hedging

Transfer pricing/ Inter-company transactions

Revenue

Borrowings

Quarterly reporting to Audit

Committee

Tracking closure of critical and

major issues every quarter

Deficiency trackers/ internal

testing

Monthly/ quarterly self

certification

External testing

Quarterly reporting to Audit

Committee

Section 302/906 (SOX Act)

sign-off from CEO/CFO

annually

Test and Sign-offScope

Projects

Revenue (Order to Cash)

Contracts management

Resource management

Payroll

Review of variable pay data

Human resource

Financial statement close process

Cash and cash equivalents/ investments

Service tax

VAT

Accrued interest

Accounts payable

Robust Company-Wide Internal Audit And SOX

Compliance Program


Robust Audit Procedures

Two separate Big 4 firms perform internal and external audits

All group companies are audited by the same external and internal auditors

Direct confirmation to the auditors on

– Receivables (debtors) balances

– Bank balances

Detailed analytical review of the results with underlying operating metrics

Discussion with the top management on

– Risks

– Outlook

– Events having impact on financial statements

Periodic interaction with company appointed internal auditors

Regular rotation of engagement partner as well as key audit staff


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