SEC Filings

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

     imposes a fee under this clause (v), then the total of fees assessed under
     this clause (v), combined with the total of fees assessed under clause
     (iii) above, shall not exceed U.S.$0.02 per ADR in any calendar year; and

          (vi) in connection with inspections of the relevant share register
     maintained by the local registrar, if applicable undertaken by the
     Depositary, the Custodian or their respective agents: an annual fee of
     U.S.$0.01 or less per ADR (such fee to be assessed against Holders of
     record as of the date or dates set by the Depositary as it sees fit and
     collected at the sole discretion of the Depositary by billing such Holders
     for such fee or by deducting such fee from one or more cash dividends or
     other cash distributions.

     In addition, Holders, Beneficial Owners, persons depositing Shares for
deposit and persons surrendering ADSs for cancellation and withdrawal of
Deposited Securities will be required to pay the following charges:

          (i)  taxes (including applicable interest and penalties) and other
     governmental charges;

          (ii) such registration fees as may from time to time be in effect for
     the registration of Shares or other Deposited Securities with the Foreign
     Registrar and applicable to transfers of Shares or other Deposited
     Securities to or from the name of the Custodian, the Depositary or any
     nominees upon the making of deposits and withdrawals, respectively;

          (iii) such cable, telex, facsimile and electronic transmission and
     delivery expenses as are expressly provided in the Deposit Agreement to be
     at the expense of the person depositing or withdrawing Shares or Holders
     and Beneficial Owners of ADSs;

          (iv) the expenses and charges incurred by the Depositary in the
     conversion of foreign currency;

          (v)  such fees and expenses as are incurred by the Depositary in
     connection with compliance with exchange control regulations and other
     regulatory requirements applicable to Shares, Deposited Securities, ADSs
     and ADRs;

          (vi) the fees and expenses incurred by the Depositary in connection
     with the delivery of Deposited Securities, including any fees of a central
     depository for securities in the local market, where applicable; and

          (vii) any additional fees, charges, costs or expenses that may be
     incurred by the Depositary from time to time.

     Any other charges and expenses of the Depositary under the Deposit
Agreement will be paid by the Company upon agreement between the Depositary and
the Company. All fees and charges may, at any time and from time to time, be
changed by agreement between the Depositary and Company but, in the case of fees
and charges payable by Holders or Beneficial Owners, only in the manner
contemplated by Article (20) of this Receipt.

                                       A-7