WNS (Holdings) Limited filed SEC Form 8-K: Regulation FD Disclosure

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 11, 2025

WNS (HOLDINGS) LIMITED

(Exact name of registrant as specified in its charter)

+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:

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

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 ☐

Item 5.02. Appointment of Director.

WNS (Holdings) Limited appointed Sylvie Ouziel to the Company’s Board of Directors effective April 1, 2025. She will also serve as the member of Company’s Audit Committee effective from the same date. A copy of the press release dated March 12, 2025 is attached hereto as Exhibit 99.1.

There are no arrangements or understandings between Sylvie Ouziel and any other person pursuant to which she is appointed as a Director. Additionally, there are no transactions involving the Company and Sylvie Ouziel that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.

Sylvie will receive annual fees and will also be granted Restricted Share Units (RSUs) as per the Director Compensation Policy of the Company. She will also enter into a standard indemnification agreement in substantially the same form that the Company has entered into with other Non-executive Independent Directors.

Item 7.01. Regulation FD Disclosure

A copy of the press release announcing Sylvie’s appointment is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference.

The information in this Item 7.01 and the press release attached hereto as Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits

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.