SEC Filings

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

                                                        CUSIP NUMBER:  92932M 10

                                                      ISIN NUMBER:  US92932M1018

                                                American Depositary Shares (Each
                                                   American Depositary Share
                                                  representing One Fully Paid
                                                        Ordinary Share)

                                    EXHIBIT A

                            [FORM OF FACE OF RECEIPT]

                           AMERICAN DEPOSITARY RECEIPT


                           AMERICAN DEPOSITARY SHARES


                            DEPOSITED ORDINARY SHARES


                             WNS (HOLDINGS) LIMITED

                     (Incorporated under the laws of Jersey)

     DEUTSCHE BANK TRUST COMPANY AMERICAS, as depositary (herein called the
"Depositary"), hereby certifies that _____________ is the owner of
______________ American Depositary Shares (hereinafter "ADS"), representing
deposited ordinary shares, each of par value of 10 pence including evidence of
rights to receive such ordinary shares (the "Shares") of WNS (Holdings) Limited,
a company incorporated under the laws of Jersey (the "Company"). As of the date
of the Deposit Agreement (hereinafter referred to), each ADS represents one
Share deposited under the Deposit Agreement with the Custodian which at the date
of execution of the Deposit Agreement is State Street Bank and Trust Company
(the "Custodian"). The ratio of American Depositary Shares to the Shares is
subject to subsequent amendment as provided in Article IV of the Deposit
Agreement. The Depositary's Principal Office is located at 60 Wall Street, New
York, New York 10005, U.S.A.

     (1) The Deposit Agreement. This American Depositary Receipt is one of an
issue of American Depositary Receipts ("Receipts"), all issued and to be issued
upon the terms and conditions set forth in the Deposit Agreement, dated as of
July 18, 2006 (as amended from time to time, the "Deposit Agreement"), by and
among the Company, the Depositary, and all Holders and Beneficial Owners from
time to time of Receipts issued thereunder, each of whom by accepting a Receipt
agrees to become a party thereto and becomes bound by all the terms and
conditions thereof. The Deposit Agreement sets forth the rights and obligations
of Holders and Beneficial Owners of Receipts and the rights and duties of the
Depositary in respect