INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. EXHIBITS
(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.
ITEM 4. UNDERTAKINGS
(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