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Exhibit
4.11
 
 LEAVE AND LICENCE AGREEMENT
 th
  1.
    
    Sofotel Software Services Private Limited, a company incorporated under the Companies Act,
1956, and having its registered office at 10-B, Bakhtawar, Nariman Point, Mumbai 400021
(hereinafter referred to as the Licensor, which
expression shall, unless repugnant to the
context or meaning thereof, be deemed to mean and include its successors and assigns) of One
Part.
  2.
    
    WNS Global Services Private Limited, a company incorporated
under the Companies Act, 1956, and
having its office at Gate 4, Godrej & Boyce Complex, Pirojshanagar, Vikhroli (W) Mumbai 400 079,
(hereinafter referred to as the Licensee) of the Other Part.
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A.
    
    The Licensor has the absolute right to use, occupy, possess and enjoy the entire building
known as the Commercial Office Building (the Building) (along with its common areas and
exclusive car parking spaces) situated on plot No. 192B and which is more particularly
described in the Plan annexed hereto as Annexure A.
 B.
    
    The Licensee has requested the Licensor to grant to the Licensee the use of the office
premises on the third floor of the Building having, inter-alia, an aggregate area admeasuring
34,500 sq.ft. or thereabouts (the Premises) on a leave
and licence basis and the Licensor has agreed to
grant such permission to the Licensee by way of leave and licence for
the period, at the
consideration and upon the terms and conditions as hereinafter mentioned.
  1
    
    GRANT OF LICENCE AND TERM OF THE AGREEMENT
  The recitals contained herein shall be deemed to constitute an integral operative part of
this Agreement.
  1.1
    
    In consideration of the licence fees hereinafter reserved and of the rights and the
covenants of the Licensee hereinafter contained, the Licensor hereby agrees to grant to
the Licensee and the Licensee hereby agrees to take on leave and licence the Premises for a term of 60
months commencing from 1 January, 2007 (the Effective Date) on the terms and conditions
herein contained.
 1.2
    
    The Licensor hereby confirms that in view of the licence granted by this Agreement
the directors, employees, servants, staff, agents and the bonafidevisitors of the
Licensee shall be permitted and shall be at liberty to enter and use the Premises for the
purposes of the Licensees business.
 1.3
    
    The Licensor shall, on the Effective Date, hand over to the Licensee, physical
possession of the Premises and a set of duplicate key(s), which would permit the Licensee
to gain access to the Premises and all other areas in and around the Premises.
 2
    
    CONSIDERATION
 2.1
    
    In consideration of the licence hereby granted by the Licensor to the Licensee for
the Premises and the Services to be rendered by the Licensor under Clause 6 hereunder the
Licensee hereby agrees to pay to the Licensor licence fees at the
rate of Rs. 15,70,378
(Rupees Fifteen lakh seventy thousand three hundred and seventy eight only) per month (the
Licence Fees) for a period of thirty six (36)
months commencing the Effective Date where after both parties shall mutually agree to an
escalation of License Fees, which in no event shall exceed fifteen (15) percent of the
License Fees and such mutually agreed escalated License Fees shall be payable by the
Licensee to the Licensor for the balance of the license period i.e. twenty four (24)
months. It is clarified that except for the Licence Fees, the Licensee shall not be
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liable to pay any further fees, service charges, rentals, maintenance, water charges, municipal
taxes or any pre-quantified annual/monthly maintenance charges to the Licensor or any other
third party in relation to the Premises and the Licensor acknowledges that the due payment
of the Licence Fees forms the sole and adequate consideration for the licence granted
herein and the Services to be rendered by the Licensor under Clause 6 hereunder. It is
hereto agreed between the Parties that the Licensee shall have the exclusive right to use
only in the manner in which such common areas in any building are normally put to use and
in keeping with the décor/layout of Building, the common areas of the Premises that have
been demarcated in the plan annexed hereto as Annexure A(the Common Areas) without
payment of any additional licence fees rentals.
 2.2
    
    The Licence Fees shall be payable in advance by the Licensee monthly, on or before the
5th (fifth) day of each month for that months use. The Licensor hereby covenants
with the Licensee that upon the Licensee paying the Licence Fees on or before the date
mentioned herein, in the manner herein provided and by observing and performing the covenants,
conditions and stipulations herein contained, the Licensee shall be permitted unimpeded use
and occupation of the Premises during the period of the Licence herein created.
 2.3
    
    The Licensee shall withhold taxes on all amounts due and payable to the Licensor as may be
required under the Income Tax Act, 1961 or any other law as may be applicable and shall make
payments to the Licensor subject to such taxes being withheld. The Licensee shall periodically
and always within a reasonable time provide the Licensor with the relevant TDS certificates in
respect of the aforesaid tax deductions.
 2.4
    
    The Licensee shall, during the term of this Agreement, pay all regular outgoing in respect of
the Premises. These shall include the charges for electricity consumed based on the reading of
the meter installed in that behalf within the period stipulated in the bill issued by the
supplier of electricity to whom the payment shall be directly remitted by the Licensee. The
Licensor undertakes to forward to the Licensee the bills for such electricity supply, if at
all the Licensor receives such bills. It shall however not be the Licensors responsibility to
track and ensure the receipt of the bills by the Licensee whose responsibility it shall be to
ensure that the electricity bills are always paid regularly.3.
    
    SECURITY DEPOSIT
 3.1
    
    On or before the execution of this Agreement, the Licensee shall deposit with the Licensor a
sum of Rs.15,70,378 (Rupees Fifteen lakh seventy thousand three
hundred and seventy eight only) as
an interest free security deposit (hereinafter referred to as the Security Deposit). On
completion of the initial thirty six (36) months as per clause 2.1 the security deposit would
increase proportionately with the License fee.
 3.2
    
    The Licensor shall repay to the Licensee the Security Deposit upon the expiry or sooner
determination of the licence period simultaneously upon handing over of vacant Premises (duly
debonded) by the Licensee to the Licensor. As provided
herein or on the settlement of any outstanding bills in respect of premises payable by the
Licensee hereunder, whichever is earlier, provided that the Licensee removes themselves
their belongings, equipment, furniture and fixtures from the premises and
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hands over the vacant possession of the premises (duly debonded) by the licensor forthwith upon
such expiry an/determination.3.3.
    
    If the Licensor fails to refund the Security Deposit or any part thereof for any reason
whatsoever, the Licensee shall, without prejudice to its right to recover the Security Deposit
or any part thereof or to any legal remedy available to it, be entitled to claim from the
Licensor interest calculated at the rate of 2% per month on outstanding Security Deposited or
any part thereof, calculated till the date of actual payment of the said amount.4.
    
    LICENSEES COVENANTS
  (a)
    
    that within the Premises, including the Common Areas within the Building the
Licensee shall keep the interior walls, floors, ceiling, doors, windows, electric
fittings and installations and water connections in good order and condition
(reasonable wear and tear and loss or damage by fire, accident, irresistible force or act of
God excepted);(b)
    
    that upon the expiration or sooner determination of this Agreement, the
Licensee shall remove from the Premises, all such furniture and fittings belonging to
the Licensee without in any way damaging the Premises;(c)
    
    that upon the expiry of the period of the licence or sooner determination of
this Agreement, the Licensee shall forthwith vacate the Premises and hand over vacant
and peaceful possession of the Premises (duly debonded) to the Licensor;(d)
    
    that the Licensee shall promptly notify the Licensor of any notice received
by the Licensee in respect of the Premises;(e)
    
    that subject to Clause 10.1 hereto, the Licensee shall not have any right to
transfer, assign, mortgage or part with possession of the Premises or create any third
party rights therein in any manner whatsoever;(f)
    
    that the Licensee shall keep all articles, furniture, fixtures, vehicles or
valuables in the Premises at its own risk in all respects and the Licensee shall not
hold the Licensor responsible or liable for any damage to the same or any loss due to
theft etc. provided that such damage, loss or theft is not caused by the negligence of
the Licensor, its employees or agents;(g)
    
    that the Licensee shall permit the Licensors authorised representatives to
inspect the Licensed Premises during the day upon providing reasonable prior notice in
that behalf of at least 3 (three) working days to the Licensee.(h)
    
    that the Licensee agrees that it shall not undertake any activity which would
be contrary to the terms and conditions of this Agreement or which would otherwise
adversely affect the Licensors right, title or interest in
respect of the Premises;
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(i)
    
    that the Licensee shall bear all running costs incurred in the operation of all back to back
standby diesel generators installed by the Licensor pursuant to Clause 5 (c) of this Agreement.
 5.
    
    LICENSORS COVENANTS
  (a)
    
    That upon the Licensee observing and performing the stipulations and covenants herein
contained to be observed and performed by it, the Licensee shall during the period of this
Agreement, use and occupy the Premises without interference from the Licensor or any
person or persons claiming under or through it.(b)
    
    that the Licensor has the sole and absolute possession of the Premises, has proper
title to the Premises and has the full power and absolute right and authority to grant
unto the Licensee the Premises to use the same for its business activities,(c)
    
    that there is no mortgage, charge, encumbrance, impediment or restraint or injunction
against the Licensor or in respect of the Premises that would in any way affect the
Licensees rights under this Agreement. Further, the Licensor undertakes that it shall
not, during the subsistence of this Agreement, create any charge, mortgage or other
encumbrance over the Premises or assign, transfer or otherwise deal with the Premises in
such a manner so as to prejudice the rights of the Licensee hereunder.(d)
    
    that it has obtained comprehensive insurance policy/ies designed to cover all risks
associated with the Premises and shall provide a copy of such insurance policy/ies to the
Licensee on the date of execution hereof. The Licensor further undertakes that it shall
duly and promptly pay all premiums/ fees in connection with the said insurance policy/ies
during the subsistence of this Agreement.(e)
    
    that the Licensor shall, install back to back standby diesel generators to enable the
said generators to generate adequate power and support for the entire Premises including
the electricity requirements of the Licensee.(f)
    
    subject to Clause 6, that the Licensor shall bear all the expenses towards
maintenance and upkeep in relation to the air-conditioning provided by the Licensor.(g)
    
    subject to applicable local and municipal regulations, that the Licensee shall be
entitled to put up nameplates and signages in respects of its business at such
places in the Premises as may seem appropriate to the Licensee.(h)
    
    that the Licensor shall, in the event of termination/expiry of this Agreement, and
simultaneously upon the peaceful vacation of the Premises (duly debonded) by the Licensee,
refund to the Licensee the whole of the Security Deposit subject to and as provided in
Clause 3.2 above.
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(i)
    
    that the Licensor has obtained all the requisite statutory approvals in relation to
the Premises and that the occupation and use of the Premises by the Licensee is in
consonance with such approvals. Further, the Licensor represents and warrants that
it shall ensure that the requisite statutory approvals and permits in relation to
the Premises and use and occupation thereof remain in force at all times during the
subsistence of this Agreement;(j)
    
    that the Licensor, has obtained all requisite corporate and other approvals
in relation to the licence of the Premises to the Licensee as contemplated herein and
further that the execution of this Agreement shall not result in any violation of any
law or any agreement between the Licensor and any third party or otherwise contravene
any third party rights;(k)
    
    that the Licensor shall keep the Buildings exterior and the Common Areas
around the Building in good repair and condition (reasonable wear and tear and loss or
damage by fire, accident, irresistible force or act of God excepted). However, any
damage to the premises resulting from the exceptions mentioned herein shall not
relieve the obligation of the Licensor to make best endeavor to
repair the Premises at
the earliest if such damage has resulted in interruption wholly or partially of the
conduct of business activities of the Licensee;(l)
    
    that the car parking spaces within the Building but separately demarcated for
the Premises shall be reserved exclusively for the Licensee and that it shall take all
necessary steps to ensure that no third party uses or encroaches upon the same.
 6.
    
    SERVICES
 6.1
    
    The Licensor shall with effect from the Effective Date provide the Licensee and their
employees during the tenure of the Agreement, the following facilities and amenities (the
Services).
 (a)
    
    Security arrangements in respect of the common areas outside the Building and
in the parking areas.(b)
    
    Maintenance and upkeep of the common area around the Premises and the
Building. Without prejudice to the generality of the foregoing, the Licensor shall, at
all times during the subsistence of the Agreement, keep the common area around the
Premises and the Building clean and hygienic and in a good state of repair including
but not limited to provision of water disposal services, re-painting the exterior of
the Premises, maintenance and upkeep of the common areas around the
Premises, maintenance and upkeep of the lift, arranging for regular pest control,
water tank cleaning upkeep and maintenance of the garden around the Premises and
subject to Clause 6.1 (c) hereunder undertaking any major repairs or structural
changes/modifications to the Premises as may be required.
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(c)
    
    The Licensor shall obtain the prior written permission of the Licensee before undertaking
any major repairs or structural changes/modifications to the Premises, which are likely to
interfere with the peaceful enjoyment and day-to-day activities of
the Licensee;(d)
    
    The Licensor shall ensure that all water and electricity connections and sewage and
waste disposal facilities in the common areas, as described in
Annexure A hereto, are kept
in a good state of repair;(e)
    
    The Licensor shall at the request of the Licensee demarcate slots for the purpose of
car-parking and paint the said facility so that the slots are clearly visible. The
Licensor shall also maintain the car parking slots and ensure that no third party
encroaches upon the same. The access to the car park facility shall be available
exclusively to the Licensee and their employees, representatives,
designees and bonafide
visitors at all times during the tenure of the Agreement;(f)
    
    The Licensor shall permit lorries and other vehicles for
transporting the Licensees
goods and material to enter the Building premises;(g)
    
    The Licensor shall provide suitable space in the Building for the installation of any
satellite antenna or microwave tower and ancillary equipment that the Licensee may be
desirous of erecting and duct space enabling the connection of the said antenna or tower
or ancillary equipment to any area within the Premises. It is hereby
clarified that any
statutory or regulatory approvals required for the erection or operation of the aforesaid
antenna or tower shall be obtained by the Licensee at its cost and the Licensor
shall render to the Licenesee all reasonable assistance that Licensee may request in that
behalf;(h)
    
    The Licensor shall be responsible for the provision of satisfactory fire fighting
facilities including but not limited to the provision and maintenance of fire hydrants
within/around the Premises and periodical statutory testing/certification of equipment in
accordance with the local rules/regulations as may be prevalent/issued by the Pune
Municipal Corporation;(i)
    
    The Licensor shall ensure that it provides adequate water storage facilities for
the Premises, meeting the total requirements and for the exclusive
utilisation of the
Licensee.
 6.2
    
    The Licensor shall ensure that the Services shall not
interfere or impede
the Licensees peaceful enjoyment and use of the Premises.7.
    
    NOTICES7.1
    
    Any notice and other communications provided for in this Agreement shall be in writing and
shall be first transmitted by facsimile/ electronic transmission, and
then confirmed by postages
prepaid registered airmail or by nationally recognised courier
services in the manner
as elected by the Party giving such notice to the following addresses.
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(a)
    
    In the case of notices to the Licensor:
 Address:
    
    Sofotel Software Services Pvt. Ltd
10B, Bakhtawar, Nariman Point
Mumbai 400 021Fax:
    
    2202 0359Attn.:
    
    Mr. Deepak DesaiE-Mail:
    
    Sofotel@vsnl.net
 (b)
    
    In the case of notices to the Licensee:
 Address:
    
    WNS Global Services Pvt. Ltd
Plant 10, Godrej & Boyce Complex
Pirojshanagar, Vikhroli (W)
Mumbai 400 079Fax:
    
    5518 8960Attn.:
    
    Mr. Neeraj BhargavaE-Mail:
    
    neeraj.bhargava@wnsgs.com
  Address:
    
    WNS Global Services (P) Ltd
Sofotel Building
National Games Road
Yerwada, Pune 411 006Fax:
    
    +91 20 5606 2801Attn.:
    
    Ms. Sulakshana Patankar
Col. Anil UmmatE-Mail:
    
    sulakshana.patankar@wnsgs.comanil.ummat@wnsgs.com
 7.2
    
    All notices shall be deemed to have been validly given on (i) the business
date immediately after the date of transmission with confirmed answer back, if
transmitted by facsimile electronic transmission or (ii) the business date of the
receipt, if transmitted by courier or registered mail.7.3
    
    Either Party may, from time to time change its address or representative for
receipt of notices provided for in this Agreement by giving to the other Party not
less than 30 days prior written notice.8.
    
    ARBITRATION8.1
    
    If any dispute arises amongst Parties hereto during the subsistence of this
Agreement or thereafter in connection with the validity, interpretation,
implementation or alleged material breach of any provision of this Agreement or
regarding a question, including the questions as to whether the termination
of this Agreement has been legitimate, the Parties shall endeavor to settle such
dispute amicably.8.2
    
    In the case of the failure by the Parties to resolve the dispute in the
manner set out above within 30 days from the date when the dispute arose, the dispute
shall be referred to arbitration of a sole arbitrator to be appointed by the Parties
or in case of disagreement as to the appointment of the sole arbitrator to a panel of
three arbitrators
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with each Party nominating one arbitrator and the arbitrators
so appointed appointing the third arbitrator.
The place of the court of arbitration shall be Mumbai. The arbitration proceeding shall be governed
by the Arbitration and Conciliation Act, 1996 and shall be in the English language. The
arbitrator/arbitral panel shall also decide on the costs of the arbitration proceedings.8.3
    
    The arbitrators/arbitral panels award shall be substantiated in writing and the Parties shall
submit to the arbitrators/arbitral panels award which shall be enforceable in the court of law in
Mumbai.8.4
    
    The provisions of this Clause shall survive termination of this Agreement.9.
    
    TERMINATIONThis Agreement shall be terminated only in the manner provided herein and on no other ground.
 9.1
    
    Licensee may terminate this agreement any time for convenience after giving a written notice of
not less than twelve (12) months to the Licensor stating the Licensees intention to terminate.9.2
    
    Either Party (Non-defaulting Party) may terminate this Agreement in the event of a material
breach by the other Party (Defaulting Party) of any of its obligations under this Agreement,
provided that a 90 days written notice in that behalf is given to the Defaulting Party.
Notwithstanding the foregoing, if the Defaulting Party remedies the breach to the satisfaction of
the Non-defaulting Party within the said period of 90 days, the notice shall stand withdrawn and
this Agreement shall continue to be valid and binding. Provided however, and notwithstanding
anything to the contrary contained herein, if the Defaulting Party contends that no such breach has
occurred and / or such breach has been remedied, and if the Defaulting Party invokes the
arbitration clause contained herein, then and in such event, this Agreement shall not be terminated
by the Non-Defaulting Party until the arbitral panel constituted under the provisions of Clause 8
above has held that the Defaulting Party did commit such material breach and / or did not remedy
the same.9.3
    
    Notwithstanding anything contained in Clause 9.1 above, it is hereby agreed that if any of the
following events occur:
 (i)
    
    If either Party passes a resolution for voluntary winding up;(ii)
    
    If a receiver is appointed by court of law in respect of either Partys property;(iii)
    
    If an order is passed by a competent court of law for winding up of either Party;(iv)
    
    If either Party takes or suffers any action for dissolution or liquidation;
  9.4
    
    Upon the expiry or earlier termination of this Agreement, the Licensee shall vacate the
Premises together with all its employees, agents and representatives who may be in occupation of
the Premises and hand over vacant possession thereof (duly debonded) to the Licensor.
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10.
    
    RIGHT TO USE10.1
    
    Nothing contained herein shall be construed as creating any right, interest or
tenancy in favour of the Licensee in, over or upon the Premises or any part thereof or
transferring any interest therein in favour of the Licensee other than the rights and
permissions granted herein to use and occupy the Premises as a licensee for the term of
this Agreement. This licence is purely temporary for the period provided herein.10.2
    
    It is expressly agreed to between the Parties hereto that the Licensee shall not have
any right whatsoever in respect of the Premises or the area surrounding thereto or any
part thereof and it shall not at any time claim any rights whatsoever in respect of the
Premises or the area surrounding thereto or any part thereof other than the right to enter
upon and enjoy the use of the Premises or any part thereof as herein prescribed.10.3
    
    Upon the expiry or earlier termination of this Agreement the Licensee shall vacate
the Premises together with all its employees, agents and representatives who may be in
occupation of the Premises and hand over vacant possession thereof (duly debonded) to the
Licensor. The Licensee agrees and undertakes for itself and each of the persons aforesaid
not to enter upon the Premises or commit trespass after the expiry or earlier revocation
of this Agreement.10.4
    
    Upon the expiry or earlier termination of this Agreement and in the event the
Licensee fails to vacate the Premises or any part thereof upon refund of the Security
Deposits together with its employees, agents and representatives who may be in occupation
of the Premises and hand over vacant possession thereof (duly debonded) to the Licensor,
it is agreed that the Licensee shall pay to the Licensor
Rs. 53,393 per day from the date
of such default until such time as the Licensee vacates the Premises together with its
employees, agents and representatives and their belongings and has handed over vacant
possession thereof to the Licensor. This is in addition to all other legal rights and
remedies of the Licensor including the right of the Licensor to use reasonable force to
prevent the Licensee or any person claiming under it from entering the Premises.11.
    
    MISCELLANEOUS PROVISIONS11.1
    
    Assignment and Sub-licenseIt is expressly agreed by and between the Parties that juridical possession of the
Premises shall be always that of the Licensor. The Licensee is granted a personal
non-transferable and non-assignable licence to use the Premises on the terms and
conditions stated herein. Notwithstanding the foregoing, the Licensee shall subject to
prior written permission from the Licensor (which permission shall not be unreasonably
withheld by the Licensor) be free to
sublicense the Premises provided granting of such a sub-license shall not discharge the
Licensee of its obligations hereunder.
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11.2
    
    RelationshipNothing contained herein shall be construed as creating any right, interest or tenancy in
favour of the Licensee in, over or upon the Premises or any part thereof or transferring
any interest therein in favour of the Licensee other than the rights and permissions
granted herein to use and occupy the Premises as the Licensee for the term of this
Agreement.11.3
    
    AmendmentsNo modification or amendment to this Agreement and no waiver of any of the terms or
conditions hereto shall be valid or binding unless made in writing and duly-executed by
both Parties.11.4
    
    EntiretyThe Parties hereto acknowledge, declare and confirm that this Agreement represents the
entire agreement between them regarding the subject matter hereof and no alterations,
additions or modifications hereto shall be valid and binding unless the same are reduced to
writing and signed by both the Parties after the execution of this Agreement and the
understanding reached in view of the Previous Agreements and/or any other letters,
agreements, addendums, supplemental agreements shall stand terminated from the Effective
Date.11.5
    
    Partial InvalidityIf any provision of this Agreement is held to be invalid or unenforceable to any extent,
the remainder of this Agreement shall not be affected and each provision of this Agreement
shall be valid and enforceable to the fullest extent permitted by law. Any invalid or
unenforceable provision of this Agreement shall be replaced with a provision that is valid
and enforceable and most nearly reflects the original intent of the unenforceable
provision.11.6
    
    CostsAll costs, charges and expenses including but not limited to stamp duty, registration
charges etc. payable in respect of this Agreement shall be borne by the Licensor, provided
that as consideration for bearing the stamp duty and registration charges payable in
respect of this Agreement, the Licensee shall pay such amount to the Licensor and in such
manner as mutually agreed in writing by the Parties. Each Party shall bear and pay the
professional costs of their respective consultants.11.7
    
    Governing LawThis Agreement and all other transactions executed in pursuance hereof shall be governed and
construed in accordance with the laws of India.
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SIGNED AND DELIVERED BYThe within named LICENSOR
    
    /s/ C.K. MehtaBy the hand of Mr. C. K. MehtaDirector
pursuant to Board Resolution dated 29th Nov 06SIGNED AND DELIVERED BYThe within named LICENSEE
    
    /s/ Col. Anil UmmatBy the hand of Col. Anil UmmatV.P. Facilities & Administration pursuant toBoard
Resolution dated 30th Nov 2006
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ANNEXURE  A
 DESCRIPTION OF LICENCED PREMISES