- Report of Foreign Issuer (6-K)

---

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
UNDER THE SECURITIES EXCHANGE ACT OF 1934

June 16, 2010

Commission File Number: 001-32945

WNS (Holdings) Limited ———————————————————————————————————

(Translation of registrant’s name into English)

Jersey, Channel Islands ———————————————————————————————————

(Jurisdiction of incorporation or organization)

Gate 4, Godrej & Boyce Complex Pirojshanagar, Vikhroli (W) Mumbai 400 079, India [phone]

——————————————————————————————————— (Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:  [ x ] 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):  [   ]

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:  [   ] Yes    [ x ] No

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):     n/a

---

Other Events



On June 15, 2010, WNS (Holdings) Limited announced that it has filed its annual
report on Form 20-F for the fiscal year ended March 31, 2010, containing its
annual consolidated financial statements for that fiscal year and the auditors'
report thereon.


A copy of the press release dated June 15, 2010 is attached hereto as Exhibit
99.1.



Exhibit



99.1 Press Release of WNS (Holdings) Limited dated June 15, 2010.

---

SIGNATURES

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.

		WNS (Holdings) Limited
Date: June 16, 2010	By:	/s/Alok Misra
	Name:	Alok Misra
	Title:	Group Chief Finanacial Officer

---

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release dated June 15, 2010

---