SEC Filings

WNS (HOLDINGS) LTD filed this Form F-6 on 07/19/2006
Entire Document

                                     PART II


(a)  Deposit Agreement, dated July 18, 2006, by and among WNS (Holdings) Limited
     (the "Company"), Deutsche Bank Trust Company Americas, formerly Bankers
     Trust Company, as depositary (the "Depositary"), and all holders and
     beneficial owners from time to time of American Depositary Receipts issued
     thereunder, (the "Deposit Agreement"), including the form of American
     Depositary Receipt to be issued thereunder, attached as Exhibits A and B
     thereto. Filed herewith as Exhibit (a).

(b)  Any other agreement, to which the Depositary is a party relating to the
     issuance of the American Depositary Shares registered hereby or the custody
     of the deposited securities represented thereby. Not Applicable.

(c)  Every material contract relating to the deposited securities between the
     Depositary and the issuer of the deposited securities in effect at any time
     within the last three years. Not Applicable.

(d)  Opinion of White & Case, counsel to the Depositary, as to the legality of
     the securities being registered. Filed herewith as Exhibit (d).

(e)  Certification under Rule 466. Not applicable.

(f)  Powers of Attorney for certain officers and directors and the authorized
     representative of the Company. Contained on signature pages hereto.


(a)  The Depositary hereby undertakes to make available at the principal office
     of the Depositary in the United States, for inspection by holders of the
     American Depositary Receipts, any reports and communications received from
     the issuer of the deposited securities which are both (1) received by the
     Depositary as the holder of the deposited securities, and (2) made
     generally available to the holders of the underlying securities by the

(b)  If the amounts of fees charged are not disclosed in the prospectus, the
     Depositary undertakes to prepare a separate document stating the amount of
     any fee charged and describing the service for which it is charged and to
     deliver promptly a copy of such fee schedule without charge to anyone upon
     request. The Depositary undertakes to notify each registered holder of an
     American Depositary Receipt at least thirty days before any change in the
     fee schedule.