SEC Filings

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

     SECTION 1.24 "Principal Office" when used with respect to the Depositary,
shall mean the principal office of the Depositary at which at any particular
time its depositary receipts business shall be administered, which, at the date
of this Deposit Agreement, is located at 60 Wall Street, New York, New York
10005, U.S.A.

     SECTION 1.25 "Receipt(s)," "American Depositary Receipt(s)" and "ADR(s)"
shall mean the certificate(s) or DRS/Profile statements issued by the Depositary
evidencing the American Depositary Shares issued under the terms of this Deposit
Agreement, as such Receipts may be amended from time to time in accordance with
the provisions of this Deposit Agreement. References to Receipts shall include
physical certificated Receipts as well as ADSs issued through DRS/Profile,
unless the context otherwise requires.

     SECTION 1.26 "Registrar" shall mean the Depositary or any bank or trust
company having an office in the Borough of Manhattan, The City of New York,
which shall be appointed by the Depositary to register ownership of Receipts and
transfer of Receipts as herein provided, and shall include any co-registrar
appointed by the Depositary for such purposes. Registrars (other than the
Depositary) may be removed and substitutes appointed by the Depositary.

     SECTION 1.27 "Restricted Securities" shall mean Shares, or American
Depositary Shares representing such Shares, which (i) have been acquired
directly or indirectly from the Company or any of its Affiliates in a
transaction or chain of transactions not involving any public offering and
subject to resale limitations under the Securities Act or the rules issued
thereunder, or (ii) are held by an officer or director (or persons performing
similar functions) or other Affiliate of the Company, or (iii) are subject to
other restrictions on sale or deposit under the laws of the United States or
Jersey, or under a shareholders' agreement or the Company's Memorandum and
Articles of Association or under the regulations of an applicable securities
exchange unless, in each case, such Shares are being sold to persons other than
an Affiliate of the Company in a transaction (x) covered by an effective resale
registration statement or (y) exempt from the registration requirements of the
Securities Act (as hereinafter defined), and the Shares are not, when held by
such person, Restricted Securities.

     SECTION 1.28 "Securities Act" shall mean the United States Securities Act
of 1933, as from time to time amended.

     SECTION 1.29 "Shares" shall mean ordinary shares in registered form of the
Company, par value 10 pence each, heretofore validly issued and outstanding and
fully paid or hereafter validly issued and outstanding and fully paid.
References to Shares shall include evidence of rights to receive Shares, whether
or not stated in the particular instance; provided, however, that in no event
shall Shares include evidence of rights to receive Shares with respect to which
the full purchase price has not been paid or Shares as to which pre-emptive
rights have theretofore not been validly waived or exercised; provided further,
however, that, if there shall occur any change in par value, split-up,
consolidation, reclassification, conversion or any other event described in
Section 4.9, in respect of the Shares of the Company, the term "Shares" shall
thereafter, to the extent permitted by law, represent the successor securities
resulting from such change in par value, split-up, consolidation, exchange,
conversion, reclassification or event.

     SECTION 1.30 "United States" or "U.S." shall mean the United States of
America.

                                        5