<DOCUMENT>
<TYPE>EX-23.5
<SEQUENCE>24
<FILENAME>u92712exv23w5.txt
<DESCRIPTION>EX-23.5 CONSENT OF AMARCHAND & MANGALDAS & SURESH A SHROFF & CO.
<TEXT>
<PAGE>
                                                                    Exhibit 23.5



                 Amarchand & Mangaldas & Suresh A. Shroff & Co.
                               Peninsula Chambers
                            Peninsula Corporate Park
                              Ganpatrao Kadam Marg
                                  Lower Parel
                                 Mumbai 400 013
                                     India


July 3, 2006

WNS (Holdings) Limited
22 Grenville Street
St Helier
Jersey JE4 8PX


          RE: WNS (HOLDINGS) LIMITED REGISTRATION STATEMENT ON FORM F-1

Gentlemen:

     We have acted as your counsel in connection with the registration, offering
and sale under the Securities Act of 1933, as amended, of up to 11,989,708
equity shares (including up to 1,561,000 equity shares that the underwriters
have the option to purchase to cover over allotments, if any), par value 10
pence per share (the "Shares") of WNS (Holdings) Limited, a company with limited
liability incorporated under the laws of Jersey, Channel Island (the "Company").
Each of the Shares being so registered is represented by one (1) American
Depositary Share. We have examined the registration statement on Form F-1 (the
"Registration Statement") filed by you with the United States Securities and
Exchange Commission on July 3, 2006 for the purpose of registering the Shares as
Indian counsel to the issuer and with respect to certain matters governed under
Indian law. The Shares are to be sold to the underwriters for resale to the
public in a form evidenced by American Depositary Receipts, to be issued by the
Depositary, all as described and defined in the Registration Statement and
pursuant to the underwriting agreement filed as an exhibit thereto (the
"Underwriting Agreement").

     We consent to the reference to our name under the captions "Legal Matters"
and "Enforcement of Civil Liabilities" in the prospectus included as a part of
the Registration Statement and any amendments thereto and to the use of this
opinion as an exhibit to the Registration Statement for matters relating to
Indian law.



                                            Yours faithfully,

                                            /s/ Amarchand & Mangaldas &
                                                 Suresh A. Shroff & Co.

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</DOCUMENT>
