WNS(US:WNS)2020-05-01 20:59PART I ITEM 1. Identity of Directors, Senior Management and Advisers This section states that information regarding the identity of directors, senior management, and advisers is not applicable for this report item ITEM 2. Offer Statistics and Expected Timetable This section indicates that information pertaining to offer statistics and expected timetable is not applicable for this report item ITEM 3. Key Information This section covers selected financial data, capitalization, indebtedness, offer details, and comprehensive risk factors A. Selected Financial Data This subsection presents a five-year summary of consolidated financial data, including income statement and financial position, prepared in accordance with IFRS Consolidated Statement of Income Data (US$ millions) | Indicator | 2020 | 2019 | 2018 | 2017 | 2016 | | :------------------------ | :------ | :------ | :------ | :------ | :------ | | Revenue | 928.3 | 809.1 | 758.0 | 602.5 | 562.2 | | Cost of revenue | 583.9 | 518.2 | 503.1 | 403.3 | 365.4 | | Gross profit | 344.3 | 290.9 | 254.8 | 199.2 | 196.8 | | Operating profit | 146.6 | 119.8 | 94.9 | 47.2 | 72.9 | | Profit after tax | 116.8 | 105.4 | 86.4 | 37.8 | 59.9 | | Basic EPS | 2.35 | 2.10 | 1.72 | 0.75 | 1.17 | | Diluted EPS | 2.24 | 2.02 | 1.63 | 0.71 | 1.12 | Consolidated Statement of Financial Position Data (US$ millions) | Indicator | 2020 | 2019 | 2018 | 2017 | 2016 | | :-------------------------------- | :-------- | :-------- | :-------- | :-------- | :-------- | | Cash and cash equivalents | 96.9 | 85.4 | 99.8 | 69.8 | 41.9 | | Total current assets | 428.8 | 335.4 | 400.6 | 363.0 | 322.5 | | Total non-current assets | 583.5 | 450.2 | 359.0 | 341.1 | 203.0 | | Total assets | 1,012.3 | 785.6 | 759.6 | 704.1 | 525.5 | | Total current liabilities | 205.8 | 162.0 | 167.3 | 148.7 | 103.4 | | Total non-current liabilities | 219.4 | 71.2 | 97.3 | 140.3 | 13.9 | | Total shareholders' equity | 587.1 | 552.4 | 495.0 | 415.1 | 408.2 | Other Consolidated Financial Data (US$ millions, except percentages and employee data) | Indicator | 2020 | 2019 | 2018 | 2017 | 2016 | | :-------------------------------------------------------- | :------- | :------- | :------- | :------- | :------- | | Revenue | 928.3 | 809.1 | 758.0 | 602.5 | 562.2 |\ | Gross profit as a percentage of revenue | 37.1% | 36.0% | 33.6% | 33.1% | 35.0% | | Operating profit as a percentage of revenue | 15.8% | 14.8% | 12.5% | 7.8% | 13.0% | | Revenue less repair payments (non-GAAP) | 896.2 | 794.0 | 741.0 | 578.4 | 531.0 | | Gross profit as a percentage of revenue less repair payments (non-GAAP) | 38.4% | 36.6% | 34.4% | 34.4% | 37.1% | | Operating profit as a percentage of revenue less repair payments (non-GAAP) | 16.4% | 15.1% | 12.8% | 8.2% | 13.7% | | Number of employees (at year end) | 44,292 | 39,898 | 36,540 | 34,547 | 32,388 | B. Capitalization and Indebtedness This subsection states that information regarding capitalization and indebtedness is not applicable for this report item C. Reason for the Offer and the Use of Proceeds This subsection indicates that information concerning the reason for the offer and the use of proceeds is not applicable for this report item D. Risk Factors This subsection outlines various risks that could materially affect the company's business, financial condition, operations, and cash flows - Global economic and geo-political conditions, including the COVID-19 pandemic and Brexit, pose significant challenges and may adversely affect financial markets, the economy, and the company's business, financial performance, results of operations, cash flows, and ADS prices434447 - The company's revenue is highly dependent on a limited number of major clients and is concentrated in a few industries (insurance, travel and leisure), making it vulnerable to business loss from these clients or industry downturns4953 - Operations are exposed to significant currency fluctuations (Indian rupee, pound sterling, US dollar, Australian dollar, Euro, South African rand, Philippine peso) and unexpected changes in regulatory requirements and governmental policies across multiple jurisdictions, which could materially impact results637377 - The company faces intense competition from onshore and offshore BPM companies, IT service providers, and clients' in-house operations, and is susceptible to technological changes (e.g., AI, RPA) that may reduce demand for traditional services8689 - Operational risks include potential disruptions to client businesses, inadequate service, liability from fraud or unauthorized data disclosure, telecommunications/technology disruptions, and the inability to attract and retain sufficiently trained employees, exacerbated by high attrition rates9096120 - Tax benefits and other incentives enjoyed in key delivery locations (India, Philippines, Sri Lanka) may be reduced or withdrawn, potentially increasing tax liabilities and reducing profitability. The company is also subject to transfer pricing regulations and ongoing tax audits in India, with significant disputed amounts155158163 ITEM 4. Information on the Company This section details the company's history, business operations, organizational structure, and property, plants, and equipment A. History and Development of our Company This subsection details the company's origins, transition to a third-party BPO, initial public offering, significant acquisitions, and strategic responses to the COVID-19 pandemic - WNS (Holdings) Limited was incorporated in Jersey, Channel Islands, in 2002, began operations as an in-house unit of British Airways in 1996, and became a third-party BPO in fiscal 2003. The company completed its initial public offering in July 2006, listing ADSs on the NYSE193194195 - Key acquisitions include Town & Country Assistance (auto claims), Marketics (offshore analytics), Denali (strategic procurement BPM), and HealthHelp (care management), significantly expanding service offerings and industry expertise197 - In response to the COVID-19 pandemic, WNS implemented strategic initiatives to protect employee health and safety, maximize client service through remote-working arrangements, and manage financial impacts, including increased costs for equipment and infrastructure204205206 Capital Expenditures (US$ millions) | Fiscal Year | Capital Expenditures | | :---------- | :------------------- | | 2020 | 27.9 | | 2019 | 32.3 | | 2018 | 33.7 | B. Business Overview This subsection describes WNS as a global BPM company offering end-to-end industry-specific and cross-industry solutions, leveraging technology, analytics, and process expertise - WNS is a global BPM company offering end-to-end industry-specific and cross-industry solutions, combining deep industry knowledge with technology (RPA, AI, ML, IoT), analytics, and process expertise to co-create transformational solutions for over 400 clients208209212 Fiscal 2020 Key Financials (US$ millions) | Metric | Amount |\ | :----------------------------------- | :----- |\ | Revenue | 928.3 |\ | Revenue less repair payments (non-GAAP) | 896.2 |\ | Profit | 116.8 | - The company's competitive strengths include deep industry expertise, an end-to-end service portfolio with higher-value transformational and technology-enabled solutions (e.g., BPaaS), a proven global delivery platform across 12 countries, and a client-centric engagement model with flexible pricing222225240243245 - WNS's business strategy focuses on increasing business from existing and new clients, reinforcing leadership in key industries (insurance, travel, healthcare), providing higher value-added services (analytics, AI, automation), enhancing brand awareness, expanding global delivery capabilities, and pursuing selective acquisitions and partnerships254255258260262263264 - The company offers services through vertical business units (e.g., Insurance, Travel & Leisure, Healthcare, Banking & Financial Services) and horizontal units (Customer Interaction Services, Finance & Accounting, Research & Analytics, Technology Services), leveraging proprietary platforms like WNS TRAC®266268327332335357 Number of Clients by Revenue (Fiscal Years 2019-2020) | Revenue Band | 2020 | 2019 | | :-------------------- | :--- | :--- | | Below $1.0 million | 261 | 278 | | $1.0 million to $5.0 million | 107 | 93 | | $5.0 million to $10.0 million | 14 | 17 | | More than $10.0 million | 19 | 15 | - WNS maintains robust process and quality assurance programs (ISO 9001, Lean Six Sigma) and a comprehensive risk management framework covering business continuity, information security (ISO 27001, PCI DSS, SOC 1/2 Type 2 audits), and operations risk management387390393 Employee Headcount by Geography (As at March 31, 2020) | Location | Employees |\ | :-------------- | :-------- |\ | India | 28,158 |\ | Philippines | 9,116 |\ | South Africa | 3,651 |\ | US | 964 |\ | Sri Lanka | 658 |\ | Romania | 450 |\ | China | 418 |\ | UK | 388 |\ | Spain | 150 |\ | Poland | 127 |\ | Costa Rica | 120 |\ | Other | 89 |\ | Total | 44,292| - The company benefits from significant tax holidays and exemptions in India (SEZ scheme), the Philippines, and Sri Lanka, which have historically reduced its effective tax rate, though some exemptions are set to expire or have been reduced420421422 C. Organizational Structure This subsection illustrates the company's global organizational structure, detailing its direct and step subsidiaries and their places of incorporation - WNS (Holdings) Limited, incorporated in Jersey, Channel Islands, has a global organizational structure comprising 39 entities in 24 countries and 10 branches, including key subsidiaries like WNS Global Services Netherlands B.V., WNS North America Inc., and WNS Assistance Limited199297298 D. Property, Plants and Equipment This subsection provides an overview of the company's operational infrastructure, including its installed production capacity, workstations, delivery centers, and sales offices Delivery Centers and Sales Offices (As at March 31, 2020) | Location | Total Space (square feet) | Total number of work stations | Lease Expiration Date |\ | :-------------- | :------------------------ | :---------------------------- | :-------------------- |\ | India (Mumbai) | 421,387 | 3,074 | February 15, 2021 |\ | India (Gurgaon) | 299,171 | 3,562 | May 14, 2022 |\ | India (Pune) | 736,005 | 8,934 | May 27, 2020 |\ | Philippines (Manila) | 526,684 | 5,889 | June 30, 2021 |\ | UK (Ipswich) | 28,311 | 357 | May 23, 2028 |\ | US (Bellevue) | 125,523 | 837 | April 30, 2024 |\ | South Africa (Cape Town) | 285,747 | 3,779 | March 31, 2025 |\ | Total Capacity | N/A | 34,779 | N/A | - The majority of the company's properties are leased, with most leases offering renewal options. WNS plans to continue streamlining operations by consolidating production capacities in its delivery centers441446 ITEM 4A. Unresolved Staff Comments This section confirms no unresolved staff comments from the Securities and Exchange Commission ITEM 5. Operating and Financial Review and Prospects This section provides a detailed analysis of the company's financial condition, results of operations, business model, and liquidity - WNS is a leading global provider of BPM services, offering comprehensive data, voice, analytical, and business transformation services through a blended onshore, nearshore, and offshore delivery model, aiming to provide cost savings, operational flexibility, and actionable insights to clients450 - The COVID-19 pandemic has significantly impacted the global economy and WNS's operations, leading to declining client demand, delays in new business ramp-ups, and increased expenses for 'work from home' models, with continued volatility expected in the short to medium term461466468470 Revenue and Revenue Less Repair Payments (Fiscal Years 2019-2020) | Metric | 2020 (US$ millions) | 2019 (US$ millions) | Change (US$ millions) | % Change |\ | :----------------------------------- | :------------------ | :------------------ | :-------------------- | :------- |\ | Revenue | 928.3 | 809.1 | 119.1 | 14.7% |\ | Revenue less repair payments (non-GAAP) | 896.2 | 794.0 | 102.3 | 12.9% | Revenue by Top Clients (Fiscal Years 2019-2020) | Client Group | % of Revenue (2020) | % of Revenue (2019) | % of Revenue less repair payments (2020) | % of Revenue less repair payments (2019) |\ | :---------------- | :------------------ | :------------------ | :--------------------------------------- | :--------------------------------------- |\ | Top client | 6.9% | 6.9% | 7.1% | 7.1% |\ | Top five clients | 25.1% | 27.1% | 26.0% | 27.6% |\ | Top ten clients | 41.2% | 43.9% | 42.6% | 44.8% |\ | Top twenty clients | 57.1% | 56.8% | 58.3% | 57.9% | Revenue by Industry (Fiscal Years 2019-2020) | Industry Vertical | % of Revenue (2020) | % of Revenue (2019) | % of Revenue less repair payments (2020) | % of Revenue less repair payments (2019) |\ | :---------------------------------------------------- | :------------------ | :------------------ | :--------------------------------------- | :--------------------------------------- |\ | Insurance | 27.7% | 26.6% | 25.2% | 25.2% |\ | Travel and leisure | 18.0% | 17.4% | 18.6% | 17.8% |\ | Diversified businesses (manufacturing, retail, CPG, media, telecom) | 16.5% | 17.6% | 17.1% | 17.9% |\ | Healthcare | 15.8% | 15.3% | 16.4% | 15.6% |\ | Utilities | 6.3% | 7.0% | 6.5% | 7.1% |\ | Shipping and logistics | 6.0% | 6.2% | 6.3% | 6.3% |\ | Consulting and professional services | 5.4% | 5.5% | 5.5% | 5.6% |\ | Banking and financial services | 4.3% | 4.5% | 4.4% | 4.6% | Revenue by Service Type (Fiscal Years 2019-2020) | Service Type | % of Revenue (2020) | % of Revenue (2019) | % of Revenue less repair payments (2020) | % of Revenue less repair payments (2019) |\ | :------------------------ | :------------------ | :------------------ | :--------------------------------------- | :--------------------------------------- |\ | Industry-specific | 39.2% | 38.0% | 40.6% | 38.7% |\ | Finance and accounting | 22.7% | 21.7% | 23.6% | 22.1% |\ | Customer interaction services | 20.7% | 22.6% | 21.5% | 23.1% |\ | Research and analytics | 10.4% | 11.3% | 10.7% | 11.6% |\ | Auto claims | 5.0% | 4.3% | 1.6% | 2.5% |\ | Others | 2.0% | 2.1% | 2.0% | 2.1% | Revenue by Client Geography (Fiscal Years 2019-2020) | Geography | % of Revenue (2020) | % of Revenue (2019) | % of Revenue less repair payments (2020) | % of Revenue less repair payments (2019) |\ | :-------------------------- | :------------------ | :------------------ | :--------------------------------------- | :--------------------------------------- |\ | North America (primarily US) | 42.3% | 41.5% | 43.8% | 42.3% |\ | UK | 31.4% | 31.4% | 28.9% | 30.1% |\ | Australia | 8.6% | 9.5% | 8.9% | 9.7% |\ | Europe (excluding UK) | 8.0% | 7.0% | 8.3% | 7.1% |\ | South Africa | 3.8% | 4.8% | 4.0% | 4.9% |\ | Rest of world | 5.9% | 5.8% | 6.1% | 5.9% | Revenue by Delivery Center Location (Fiscal Years 2019-2020) | Location of Delivery Center | % of Revenue (2020) | % of Revenue (2019) | % of Revenue less repair payments (2020) | % of Revenue less repair payments (2019) |\ | :-------------------------- | :------------------ | :------------------ | :--------------------------------------- | :--------------------------------------- |\ | India | 51.3% | 51.8% | 53.1% | 52.8% |\ | United States | 14.4% | 14.4% | 15.0% | 14.7% |\ | Philippines | 14.0% | 13.7% | 14.5% | 14.0% |\ | South Africa | 7.3% | 8.3% | 7.6% | 8.5% |\ | UK | 6.5% | 5.5% | 3.1% | 3.7% |\ | Romania | 1.9% | 1.7% | 1.9% | 1.8% |\ | Sri Lanka | 1.5% | 1.6% | 1.5% | 1.6% |\ | China | 1.3% | 1.5% | 1.4% | 1.5% |\ | Spain | 1.0% | 0.3% | 1.0% | 0.3% |\ | Poland | 0.4% | 0.8% | 0.5% | 0.8% |\ | Costa Rica | 0.4% | 0.4% | 0.4% | 0.4% | Revenue by Contract Type (Fiscal Years 2019-2020) | Contract Type | % of Revenue (2020) | % of Revenue (2019) | % of Revenue less repair payments (2020) | % of Revenue less repair payments (2019) |\ | :------------------ | :------------------ | :------------------ | :--------------------------------------- | :--------------------------------------- |\ | Full-time-equivalent | 66.3% | 64.6% | 68.7% | 65.8% |\ | Transaction | 15.6% | 17.0% | 12.6% | 15.4% |\ | Subscription | 9.0% | 8.2% | 9.3% | 8.4% |\ | Fixed price | 4.7% | 5.3% | 4.9% | 5.4% |\ | Others | 4.4% | 5.0% | 4.5% | 5.1% | Cost of Revenue Components (Fiscal Years 2019-2020, US$ millions) | Component | 2020 | 2019 | Change |\ | :-------------------------- | :---- | :---- | :----- |\ | Employee costs | 399.4 | 346.9 | 52.5 |\ | Facilities costs | 59.7 | 87.8 | (28.1) |\ | Depreciation | 46.3 | 19.9 | 26.4 |\ | Repair payments | 32.0 | 15.2 | 16.9 |\ | Legal and professional costs | 12.0 | 10.3 | 1.7 |\ | Travel costs | 11.9 | 11.8 | 0.1 |\ | Other costs | 22.6 | 26.4 | (3.8) |\ | Total cost of revenue | 583.9 | 518.2 | 65.7 |\ | As a percentage of revenue | 62.9% | 64.0% | | Gross Profit (Fiscal Years 2019-2020, US$ millions) | Metric | 2020 | 2019 | Change |\ | :----------------------------------- | :---- | :---- | :----- |\ | Gross profit | 344.3 | 290.9 | 53.5 |\ | As a percentage of revenue | 37.1% | 36.0% | |\ | As a percentage of revenue less repair payments (non-GAAP) | 38.4% | 36.6% | | Operating Data (As at March 31, 2019-2020) | Metric | 2020 | 2019 |\ | :---------------------- | :----- | :----- |\ | Total headcount | 44,292 | 39,898 |\ | Built up seats | 34,779 | 32,764 |\ | Used seats | 28,074 | 25,978 |\ | Seat utilization rate | 1.25 | 1.21 | - The company utilizes derivative financial instruments, including foreign exchange forward and option contracts, and interest rate swaps, to manage foreign currency exchange rate risk and interest rate risk on its floating-rate borrowings59910961097 - WNS operates in multiple tax jurisdictions and benefits from tax holidays in India, the Philippines, and Sri Lanka, which significantly impact its effective tax rate. However, some of these benefits are expiring or have been reduced533537541542543 - Critical accounting policies include revenue recognition (various pricing models), leases (IFRS 16 adoption), share-based compensation (fair value method), business combinations (acquisition method, goodwill impairment), and expected credit losses547562566575577608 Consolidated Statements of Income (Fiscal Years 2019-2020, US$ millions) | Metric | 2020 | 2019 | Change |\ | :-------------------------- | :---- | :---- | :----- |\ | Revenue | 928.3 | 809.1 | 119.1 |\ | Cost of revenue | 583.9 | 518.2 | 65.7 |\ | Gross profit | 344.3 | 290.9 | 53.5 |\ | Selling and marketing expenses | 52.8 | 44.6 | 8.2 |\ | General and administrative expenses | 128.6 | 115.3 | 13.3 |\ | Foreign exchange gains, net | (3.4) | (4.5) | 1.1 |\ | Impairment of goodwill | 4.1 | — | 4.1 |\ | Amortization of intangible assets | 15.7 | 15.8 | (0.1) |\ | Operating profit | 146.6 | 119.8 | 26.8 |\ | Other income, net | (14.4)| (14.6)| 0.2 |\ | Finance expense | 17.0 | 3.2 | 13.8 |\ | Profit before income taxes | 144.0 | 131.2 | 12.8 |\ | Income tax expense | 27.2 | 25.7 | 1.5 |\ | Profit after tax | 116.8 | 105.4 | 11.3 | Cash Flows (Fiscal Years 2019-2020, US$ millions) | Metric | 2020 | 2019 |\ | :-------------------------------- | :---- | :---- |\ | Net cash provided by operating activities | 228.6 | 149.7 |\ | Net cash used in investing activities | (97.0)| (71.3)|\ | Net cash used in financing activities | (111.7)| (83.3)| - The company's capital requirements are primarily for establishing operating facilities, strategic acquisitions, debt repayment, and share repurchases, funded by cash from operating activities, existing cash and cash equivalents, and available credit facilities. Total debt outstanding was US$33.6 million as of March 31, 2020699701 ITEM 6. Directors, Senior Management and Employees This section details the company's directors, executive officers, compensation, board practices, and employee-related matters A. Directors and Executive Officers This subsection lists the names, ages, and positions of the company's directors and executive officers, along with their biographical information and key roles Directors and Executive Officers (As at March 31, 2020) | Name | Age | Designation |\ | :---------------- | :-- | :-------------------------- |\ | Adrian T. Dillon | 66 | Non-Executive Chairman |\ | Gareth Williams | 67 | Director |\ | Jason Liberty | 44 | Director |\ | John Freeland | 66 | Director |\ | Keshav R. Murugesh | 56 | Director and Group Chief Executive Officer |\ | Michael Menezes | 67 | Director |\ | Françoise Gri | 62 | Director |\ | Keith Haviland | 61 | Director |\ | Mario P. Vitale | 64 | Director |\ | Sanjay Puria | 47 | Group Chief Financial Officer |\ | Gautam Barai | 45 | Chief Operating Officer |\ | Swaminathan Rajamani | 43 | Chief People Officer | - The Board of Directors comprises nine members, with Adrian T. Dillon serving as Non-Executive Chairman and Keshav R. Murugesh as Group Chief Executive Officer733735 B. Compensation This subsection details the company's compensation philosophy, objectives, and components for executive and non-executive directors - The company's compensation philosophy aims to align employee compensation with business objectives, focusing on pay differentiation, performance-based incentives, balancing long-term and short-term goals, and maintaining market competitiveness to attract and retain talent755 Total Compensation of Executive Officers (Fiscal 2020, US$) | Name | Base Salary | Benefits | Bonus | Total |\ | :----------------- | :---------- | :------- | :-------- | :---------- |\ | Keshav R. Murugesh | 754,926 | 87,201 | 2,379,215 | 3,221,342 |\ | Sanjay Puria | 319,214 | 24,495 | 793,801 | 1,137,510 |\ | Gautam Barai | 328,205 | 33,805 | 680,808 | 1,042,818 |\ | Swaminathan Rajamani | 283,329 | 22,408 | 704,568 | 1,010,305 |\ | Total | 1,685,674 | 167,909 | 4,558,392 | 6,411,975 | Equity Incentive Grants of RSUs to Executive Officers (Fiscal 2020) | Name | Date of Grant | Total RSUs Granted | Weighted Average Grant Date Fair Value (US$) |\ | :----------------- | :------------ | :----------------- | :------------------------------------------- |\ | Keshav R. Murugesh | April 24, 2019 | 236,100 | 58.43 |\ | Sanjay Puria | April 24, 2019 | 35,250 | 58.43 |\ | Gautam Barai | April 24, 2019 | 33,000 | 58.43 |\ | Gautam Barai | April 24, 2019 | 7,500 | 55.72 |\ | Swaminathan Rajamani | April 24, 2019 | 22,800 | 58.43 |\ | Swaminathan Rajamani | April 24, 2019 | 4,500 | 55.72 | Total Compensation of Non-executive Directors (Fiscal 2020, US$) | Name | Retainership Fees | Board/Committee Chairman Fees | Total |\ | :---------------- | :---------------- | :---------------------------- | :-------- |\ | Adrian T. Dillon | — | 160,000 | 160,000 |\ | Gareth Williams | 70,000 | 20,000 | 90,000 |\ | John Freeland | 70,000 | — | 70,000 |\ | Michael Menezes | 70,000 | 30,000 | 100,000 |\ | Renu S. Karnad | 60,915 | 13,054 | 73,969 |\ | Françoise Gri | 70,000 | 1,926 | 71,926 |\ | Keith Haviland | 70,000 | — | 70,000 |\ | Mario P. Vitale | 70,000 | — | 70,000 |\ | Jason Liberty | 8,989 | — | 8,989 |\ | Total | 489,904 | 224,980 | 714,884 | - Executive officers' employment agreements include severance benefits, such as accelerated vesting of equity awards and notice payments, in cases of termination without cause or a change in control, designed to preserve morale and align interests with shareholders803805 C. Board Practices This subsection describes the Board of Directors' composition, leadership, risk oversight, and committee functions and independence - The Board of Directors consists of nine members, with Adrian T. Dillon as Non-Executive Chairman and Keshav R. Murugesh as Group Chief Executive Officer, a leadership structure chosen for greater efficiency and increased independence for the Board858865 - The Board is classified into three staggered terms, which may delay changes in control. The Board oversees risk management, with the Audit Committee focusing on financial risks and the Compensation Committee on compensation policies859862866867868 - Key committees include the Audit Committee (Chairman: Michael Menezes), Compensation Committee (Chairman: Gareth Williams), and Nominating and Corporate Governance Committee (Chairman: Françoise Gri), all composed of independent directors meeting NYSE listing standards871874877 D. Employees This subsection refers to the 'Human Capital' section within the Business Overview for details on the company's employees ITEM 7. Major Shareholders and Related Party Transactions This section identifies major shareholders and details significant related party transactions, including payments to executive-led organizations A. Major Shareholders This subsection provides information on beneficial ownership of the company's ordinary shares by entities holding 5% or more as of March 31, 2020 Major Shareholders (As at March 31, 2020) | Name of Beneficial Owner | Number of Shares Beneficially Owned | Percentage Beneficially Owned |\ | :---------------------------- | :---------------------------------- | :---------------------------- |\ | Waddell & Reed Financial Inc. | 5,734,714 | 11.5% |\ | FMR LLC | 4,772,893 | 9.6% |\ | Nalanda India Fund Limited | 4,122,196 | 8.3% | - No major shareholders possess different voting rights from other shareholders. As of March 31, 2020, 99.47% of the company's outstanding ordinary shares were held as ADSs by Deutsche Bank Trust Company Americas900901 B. Related Party Transactions This subsection details material transactions with related parties, including payments to organizations where executive officers hold leadership positions - In fiscal 2020, WNS paid US$204,000 in membership, subscription, and sponsorship fees to NASSCOM, where Mr. Keshav Murugesh (Group Chief Executive Officer) was appointed Chairman in April 2019904 - The company invested US$13,951,000 in mutual funds managed by HDFC Asset Management Company Limited, where Ms. Renu S Karnad, a former director, served on the Board until February 14, 2020904 - WNS earned a net revenue of US$1,430,000 from SAGA Plc. in fiscal 2020, a client where Mr. Gareth Williams serves as a Non-Executive director905 C. Interests of Experts and Counsel This subsection states that information regarding the interests of experts and counsel is not applicable for this report item ITEM 8. Financial Information This section refers to consolidated financial statements, tax assessment orders, and significant changes impacting the company's financial outlook A. Consolidated Statements and Other Financial Information This subsection refers to the full consolidated financial statements in Part III, Item 18, and reiterates ongoing tax assessment orders and transfer pricing disputes - The company is subject to transfer pricing regulations and ongoing tax assessments from Indian tax authorities for fiscal years 2004 through 2016, with estimated additional taxes of US$32.3 million and interest of US$11.1 million as of March 31, 2020909910 - WNS has provided a tax reserve of US$10.2 million for these disputes and has appealed the assessment orders, believing they are unlikely to be sustained. The company has deposited US$12.1 million of the disputed amount with tax authorities914916918 B. Significant Changes This subsection highlights the ongoing uncertainties and adverse impacts of the COVID-19 pandemic on the company's business and financial outlook - The COVID-19 pandemic has created significant uncertainties, impacting client demand, delaying new business ramp-ups, and leading to client requests for price reductions, discounts, and extended payment terms923 - Additional financial and operational impacts are expected for the quarter ending June 30, 2020, and potentially subsequent quarters, with the magnitude dependent on the pandemic's global duration and client business stabilization and recovery923 ITEM 9. The Offer and Listing This section details the company's American Depositary Shares (ADSs) trading on the NYSE, including historical prices and market listing A. Offer and Listing Details This subsection provides details on the company's ADSs, which commenced trading on the NYSE in July 2006, and presents historical high and low sale prices - WNS's American Depositary Shares (ADSs) began trading on the New York Stock Exchange (NYSE) under the symbol 'WNS' on July 26, 2006925 ADS Price History (US$) | Period | High | Low |\ | :--------------------- | :---- | :---- |\ | Fiscal Year: | | |\ | 2016 | 34.36 | 23.28 |\ | 2017 | 32.82 | 24.82 |\ | 2018 | 48.26 | 27.69 |\ | 2019 | 54.49 | 39.24 |\ | 2020 | 75.86 | 34.26 |\ | Fiscal Quarter 2020: | | |\ | First quarter | 59.86 | 52.81 |\ | Second quarter | 65.00 | 56.93 |\ | Third quarter | 66.90 | 56.62 |\ | Fourth quarter | 75.86 | 34.26 |\ | Month (2019-2020): | | |\ | November 2019 | 63.99 | 60.67 |\ | December 2019 | 66.90 | 61.93 |\ | January 2020 | 73.48 | 65.43 |\ | February 2020 | 75.86 | 63.73 |\ | March 2020 | 67.88 | 34.26 |\ | April 2020 | 48.85 | 36.07 | B. Plan of Distribution This subsection states that information regarding the plan of distribution is not applicable for this report item C. Markets This subsection confirms that the company's American Depositary Shares (ADSs) are listed on the New York Stock Exchange (NYSE) - The company's American Depositary Shares (ADSs) are listed on the New York Stock Exchange (NYSE) under the symbol 'WNS'928 D. Selling Shareholders This subsection states that information regarding selling shareholders is not applicable for this report item E. Dilution This subsection states that information regarding dilution is not applicable for this report item F. Expenses of the Issue This subsection states that information regarding the expenses of the issue is not applicable for this report item ITEM 10. Additional Information This section provides additional corporate information on share capital, governing documents, material contracts, exchange controls, taxation, and public documents A. Share Capital This subsection states that information regarding share capital is not applicable for this report item B. Memorandum and Articles of Association This subsection details the company's incorporation in Jersey, Channel Islands, and summarizes key provisions of its governing documents - WNS (Holdings) Limited is incorporated in Jersey, Channel Islands, and its activities are regulated by its Memorandum and Articles of Association and the 1991 Law932934 - The authorized share capital is £6.1 million, divided into 60 million ordinary shares and 1 million preferred shares, with 49,733,640 ordinary shares outstanding as of March 31, 2020. The Board can establish preferred share classes without shareholder approval936937 - Shareholders vote by ordinary resolution (simple majority) or special resolution (two-thirds majority). Dividends are declared by ordinary resolution based on distributable reserves and directors' recommendations, with no Jersey withholding tax945947949 - Jersey law and the company's Articles of Association do not impose limitations on non-Jersey shareholders' rights to hold or vote shares, nor are there mandatory offer requirements for share ownership thresholds9971000 C. Material Contracts This subsection summarizes material contracts from the last two years, focusing on stock purchase agreements for significant acquisitions and their associated term loan facilities - Key material contracts include stock purchase agreements for the acquisitions of Denali (strategic procurement BPM) in January 2017 for US$38.7 million and HealthHelp (care management) in March 2017 for US$68.9 million10291031 - These acquisitions were financed by term loan facilities: US$34.0 million from BNP Paribas for Denali and US$84.0 million from HSBC Bank (Mauritius) Ltd. and Standard Chartered Bank, UK for HealthHelp10331034 D. Exchange Controls This subsection discusses exchange control regulations, particularly in India, and the impact of exchange rate fluctuations on financial results - Indian subsidiaries are required to receive export proceeds within nine months to avail tax benefits, and foreign exchange requirements can be met from export earners' foreign currency accounts. There are no Jersey, UK, or US foreign exchange control restrictions on dividend payments or operations10291030[1031