SEC Filings

F-6
WNS (HOLDINGS) LTD filed this Form F-6 on 07/19/2006
Entire Document
 
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of the Shares deposited thereunder and any and all other securities, property
and cash from time to time received in respect of such Shares and held
thereunder (such Shares, other securities, property and cash are herein called
"Deposited Securities"). A copy of the Deposit Agreement is on file at the
Principal Office of the Depositary and the Custodian.

     Each Holder and each Beneficial Owner, upon acceptance of any ADSs (or any
interest therein) issued in accordance with the terms and conditions of the
Deposit Agreement, shall be deemed for all purposes to (a) be a party to and
bound by the terms of the Deposit Agreement and applicable ADR(s), and (b)
appoint the Depositary its attorney-in-fact, with full power to delegate, to act
on its behalf and to take any and all actions contemplated in the Deposit
Agreement and the applicable ADR(s), to adopt any and all procedures necessary
to comply with applicable law and to take such action as the Depositary in its
sole discretion may deem necessary or appropriate to carry out the purposes of
the Deposit Agreement and the applicable ADR(s), the taking of such actions to
be the conclusive determinant of the necessity and appropriateness thereof.

     The statements made on the face and reverse of this Receipt are summaries
of certain provisions of the Deposit Agreement and the Company's Memorandum and
Articles of Association (as in effect on the date of the Deposit Agreement) and
are qualified by and subject to the detailed provisions of the Deposit
Agreement, to which reference is hereby made. All capitalized terms used herein
which are not otherwise defined herein shall have the meanings ascribed thereto
in the Deposit Agreement. The Depositary makes no representation or warranty as
to the validity or worth of the Deposited Securities. The Depositary has made
arrangements for the acceptance of the American Depositary Shares into DTC. Each
Beneficial Owner of American Depositary Shares held through DTC must rely on the
procedures of DTC and the DTC participants to exercise and be entitled to any
rights attributable to such American Depositary Shares. The Receipt evidencing
the American Depositary Shares held through DTC will be registered in the name
of a nominee of DTC. So long as the American Depositary Shares are held through
DTC or unless otherwise required by law, ownership of beneficial interests in
the Receipt registered in the name of DTC (or its nominee) will be shown on, and
transfers of such ownership will be effected only through, records maintained by
(i) DTC (or its nominee), or (ii) DTC participants (or their nominees).

     (2)  Surrender of Receipts and Withdrawal of Deposited Securities. Upon
surrender, at the Principal Office of the Depositary, of ADSs evidenced by this
Receipt for the purpose of withdrawal of the Deposited Securities represented
thereby, and upon payment of (i) the fees and charges of the Depositary for the
making of withdrawals of Deposited Securities and cancellation of Receipts (as
set forth in Article (9) hereof and in Section 5.9 of the Deposit Agreement) and
(ii) all applicable taxes and governmental charges payable in connection with
such surrender and withdrawal, and, subject to the terms and conditions of the
Deposit Agreement, the Company's Memorandum and Articles of Association, Section
7.10 of the Deposit Agreement, Article (22) hereof and any other provisions of
or governing the Deposited Securities and other applicable laws, the Holder of
the American Depositary Shares evidenced hereby is entitled to delivery, to him
or upon his order, of the Deposited Securities at the time represented by the
ADS so surrendered. ADS may be surrendered for the purpose of withdrawing
Deposited Securities by delivery of a Receipt evidencing such ADS (if held in
certificated form) or by book-entry delivery of such ADS to the Depositary.

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