WNS (HOLDINGS) LIMITED
NOTES TO UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except share and per share data)
As at December 31, 2023, the authorized share capital was £6,100 divided into 60,000,000 ordinary shares of 10 pence each and 1,000,000 preferred
shares of 10 pence each. The Company had 46,809,915 ordinary shares outstanding (excluding 1,000,000 treasury shares) as at December 31, 2023. There were no preferred shares outstanding as at December 31, 2023.
As at March 31, 2023, the authorized share capital was £6,100 divided into 60,000,000 ordinary shares of 10 pence each and 1,000,000 preferred
shares of 10 pence each. The Company had 48,360,817 ordinary shares outstanding as at March 31, 2023. There were no preferred shares outstanding as at March 31, 2023.
Treasury shares
During the year ended March 31,
2021, the shareholders of the Company authorized a new share repurchase program for the repurchase of up to 3,300,000 of the Companys ADSs, each representing one ordinary share, at a price range of $10 to $110 per ADS. Pursuant to the terms of
the repurchase program, the Companys ADSs may be purchased in the open market from time to time for 36 months from April 1, 2021 to March 31, 2024. The Company is not obligated under the repurchase program to repurchase a specific
number of ADSs, and the repurchase program may be suspended at any time at the Companys discretion. The Company intends to fund the repurchase with cash on hand.
During the year ended March 31, 2022, the Company purchased 1,100,000 ADSs in the open market for a total consideration of $85,038 (including transaction
costs $11) under the above-mentioned share repurchase program. The Company funded the repurchases under the repurchase program with cash on hand. During the year ended March 31, 2022, the Company received authorization from the Board of
Directors to cancel, and cancelled, 2,200,000 ADSs that were held as treasury shares for an aggregate cost of $163,711 (including share cancellation charges $110). The effect of the cancellation of these treasury shares was recognized in share
capital amounting to $302 and in share premium amounting to $163,409, in compliance with Jersey law. There was no effect on the total shareholders equity as a result of this cancellation.
During the year ended March 31, 2023, the Company purchased 1,100,000 ADSs in the open market for a total consideration of $81,631 (including transaction
costs $11) under the above-mentioned share repurchase program. The Company funded the repurchases under the repurchase program with cash on hand. During the year ended March 31, 2023, the Company received authorization from the Board of
Directors to cancel, and cancelled, 1,100,000 ADSs that were held as treasury shares for an aggregate cost of $81,686 (including share cancellation charges $55). The effect of the cancellation of these treasury shares was recognized in share capital
amounting to $134 and in share premium amounting to $81,552, in compliance with Jersey law. There was no effect on the total shareholders equity as a result of this cancellation.
During the nine months ended December 31, 2023, the Company purchased 1,100,000 ADSs in the open market for a total consideration of $85,622 (including
transaction costs $11) under the above-mentioned share repurchase program and concluded the program. The Company funded the repurchases under the repurchase program with cash on hand. During the nine months ended December 31, 2023, the Company
received authorization from the Board of Directors to cancel, and cancelled, 1,100,000 ADSs that were held as treasury shares for an aggregate cost of $85,677 (including share cancellation charges $55). The effect of the cancellation of these
treasury shares was recognized in share capital amounting to $140 and in share premium amounting to $85,537, in compliance with Jersey law. There was no effect on the total shareholders equity as a result of this cancellation.
During the nine months ended December 31, 2023, the shareholders of the Company authorized a new share repurchase program for the repurchase of up to
3,300,000 of the Companys ADSs, each representing one ordinary share, at a price range of $10 to $180 per ADS. Pursuant to the terms of the repurchase program, the Companys ADSs may be purchased in the open market from time to time for
42 months from October 1, 2023 to March 31, 2027. The Company is not obligated under the repurchase program to repurchase a specific number of ADSs, and the repurchase program may be suspended at any time at the Companys discretion.
The Company may fund the repurchases with internal or external sources.
During the nine months ended December 31, 2023, the Company purchased
1,000,000 ADSs in the open market for a total consideration of $58,131 (including transaction costs $10) under the above-mentioned share repurchase program.
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