UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 OR 15(d)

OFof ~~THE~~The ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

Date of Report (Date of earliest event reported): ~~September~~ 11October 3, 2025

WNS (HOLDINGS) LIMITED

(Exact name of registrant as specified in its charter)

Jersey, Channel Islands	~~001-32945~~	~~Not Applicable~~001-32945	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdictionof incorporation)		(CommissionFile Number)	(IRS EmployerIdentification No.)

Gate 4, Godrej & Boyce Complex Pirojshanagar, Vikhroli (W) Mumbai, India	400 079
Gate 4, Godrej & Boyce ComplexPirojshanagar, Vikhroli (W) Mumbai, India		400 079
HYLO, 23rd Floor, 103-105 Bunhill Row, Old street London	ECY1Y 8LZ
HYLO,23rd Floor,103-105 Bunhill Row, Old street London		ECY1Y 8LZ
515 Madison Avenue, 8th Floor, New York, NY	~~10022~~	10022
(Addresses of principal executive offices)	~~(Zip codes)~~	(Zip codes)

+91-22-6826-2100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written ~~communications~~communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of class	Trading Symbol(s)	Name of each exchange on which registered
Title of each class	TradingSymbol(s)	Name of each exchangeon which registered
Ordinary share, par value 10 pence per share	WNS	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01

Regulation FD Disclosure.

OnAnnual ~~September~~General ~~17,~~Meeting ~~2025, WNS (Holdings) Limited, a public company incorporated under the laws~~ of ~~the~~shareholders Bailiwick of Jersey (the “Company” or “WNS”), issued a press release with respect to the matters described in Item 8.01 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

~~The~~On ~~information~~October in03, ~~this~~2025, ~~Item~~WNS ~~7.01 of~~(Holdings) ~~this~~Limited ~~Current~~(the ~~Report~~“Company”) onissued ~~Form~~a ~~8-K~~press ~~(including~~release ~~Exhibit~~announcing ~~99.1)~~details ~~shall~~of ~~not~~its beannual ~~deemed~~general meeting (the “~~filed~~AGM”) ~~for~~to ~~purposes~~be ofheld ~~Section~~on 18Thursday, ofOctober 30, ~~the Securities~~2025 ~~Exchange~~and ~~Act~~distributed ofto ~~1934,~~its asshareholders ~~amended~~a ~~(the~~notice ~~“Exchange~~of ~~Act”)~~the orAGM, ~~otherwise subject to~~ the ~~liabilities~~proxy ofstatement ~~that~~for ~~section~~the AGM, ~~nor~~ ~~shall~~the itproxy becard ~~deemed~~and tothe bevoting ~~incorporated~~card. byA ~~reference~~copy ~~into~~of ~~any~~the ~~filing~~press ~~under~~release, the ~~Securities~~notice ~~Act~~ of ~~1933~~AGM, asthe ~~amended~~proxy statement, orthe proxy card and the ~~Exchange~~voting ~~Act, except~~card asare ~~expressly~~attached ~~set~~hereto ~~forth~~as byExhibit 99.1, ~~specific~~Exhibit 99.2, ~~reference~~Exhibit 99.3 inand ~~such~~Exhibit 99.4, ~~filing~~respectively.

~~Item~~If 8the proposed acquisition by Capgemini S.01E. ~~Other~~(or ~~Events~~its nominee(s)) of the entire issued and to be issued share capital of the Company to be implemented by means of a scheme of arrangement between the Company and its members pursuant to Articles 125 and 126 of the Companies (Jersey) Law 1991 (the Acquisition) completes at any time on or prior to 11.00 a.m. GMT on October 30, 2025

As• ~~previously~~the ~~disclosed~~record ondate afor ~~Current Report~~determining onthose ~~Form~~Shareholders ~~8-K~~who ~~filed~~will ~~with~~be ~~the~~entitled ~~U.S.~~to ~~Securities~~attend and ~~Exchange~~vote ~~Commission~~at (the ~~“SEC”)~~Annual onGeneral ~~July~~Meeting 7,will ~~2025~~automatically ~~(the~~change ~~“Announcement 8-K”),~~to ~~the~~11.00 ~~Company entered into~~ a ~~Transaction Agreement (the “Agreement”) with Capgemini S~~.Em., aGMT ~~société européenne~~on ~~organized~~October ~~under~~30, ~~the~~2025 ~~laws of France~~ (~~the~~so ~~“Buyer”),~~that ~~providing for~~ the ~~acquisition~~only member of the Company ~~by the~~entitled ~~Buyer, which is expected~~ to beattend ~~implemented~~and byvote ~~means~~at ofthat ameeting ~~scheme~~will ofbe ~~arrangement~~Capgemini ~~(the~~S.E. ~~“Scheme”) under the Companies~~ (~~Jersey)~~or ~~Law~~its ~~1991~~ nominee(~~the “Transaction”~~s).); ~~Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Announcement 8-K.~~and

~~Regulatory~~• ~~Approvals~~at the direction of Capgemini S.E., the Annual General Meeting will be cancelled.

The ~~completion~~information ofin ~~the~~this ~~Transaction is~~Current ~~conditioned,~~Report ~~among~~on ~~other~~Form ~~things,~~8-K ~~upon~~(including ~~expiration~~Exhibit or99.1) ~~early~~shall ~~termination~~not ofbe ~~the~~deemed ~~waiting~~“filed” ~~period~~for ~~pursuant~~purposes toof Section 18 of the ~~Hart-Scott-Rodino~~Securities ~~Antitrust Improvements~~Exchange Act of ~~1976~~1934, as amended (the “Exchange Act”), ~~and~~or ~~receipt~~otherwise subject to the liabilities of ~~regulatory~~that ~~consents~~section, ~~approvals~~nor ~~and~~shall ~~clearances~~it ~~pursuant~~be deemed to ~~the~~be ~~U.K.~~incorporated ~~Financial~~by ~~Services and~~reference ~~Markets~~into any filing under the Securities Act ~~2000~~of 1933, as amended, ~~and~~or ~~relevant~~the ~~antitrust~~Exchange ~~and~~Act, ~~competition~~except ~~legislation~~as ~~required~~expressly inset ~~certain~~forth ~~other~~by ~~relevant~~specific ~~jurisdictions~~reference in such filing.

AsItem of9.01 ~~September~~Financial ~~11,~~Statements ~~2025, the parties have obtained all antitrust~~ and ~~regulatory consents, approvals or clearances, as applicable, required to be obtained in connection with the Transaction, which satisfies a certain condition precedent to the closing of the Transaction~~Exhibits.

Court Hearing


Exhibit Number		Exhibit Description

99.1		Press release of WNS (Holdings) Limited dated October 03, 2025.

99.2		The Company’s notice of annual general meeting to ordinary shareholders, dated October 2, 2025.

99.3		The Company’s proxy statement for the annual general meeting of ordinary shareholders to be held on October 30, 2025.

99.4		Proxy card and voting card for use by ordinary shareholders

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

As previously disclosed on a Current Report on Form 8-K filed with the SEC on August 29, 2025, the Scheme was approved by WNS shareholders at a special meeting of the shareholders convened with the permission of the Royal Court of Jersey (the “Court”), as well as at a general meeting of shareholders, satisfying an additional condition precedent to the closing of the Transaction.

Completion of the Transaction is also subject to obtaining the required sanction of the Scheme by the Court under Part 18A of the Companies (Jersey) Law 1991. The Court sanction hearing where the Court will hear WNS’ application to sanction the Scheme has been scheduled to take place on October 9, 2025 at 10:00 a.m. (Jersey time) (the “Scheme Hearing”).

Shareholders of WNS are entitled to attend and be heard at the Scheme Hearing, either in person or through a Jersey advocate, to support or oppose the Scheme, and may also submit written statements regarding the Scheme for the Court’s consideration. Such statements can be made by writing to Mourant Ozannes (Jersey) LLP, 22 Grenville Street, St Helier, Jersey JE4 8PX, Channel Islands, marked “FAO James Hill / WNS Scheme,” but must be received no later than 5:00 p.m. (Jersey time) on October 6, 2025.

The completion of the Transaction remains subject to the satisfaction or waiver of the other closing conditions as specified in the Agreement.

Item 9.01. Financial Statements and Exhibits.

Exhibit	Description
99.1	Press Release, dated September 17, 2025, issued by WNS
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 (Registrant)
			WNS (Holdings) Limited(Registrant)
Date: September 17, 2025	By:	/s/ Gopi Krishnan
Date: October 3, 2025			By:	/s/ Gopi Krishnan
		Gopi Krishnan
			Name:	Gopi Krishnan
		General Counsel
			Title:	General Counsel

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