**Exhibit4.9**LEAVE AND LICENCE AGREEMENT**This Leave and License Agreement (the “Agreement”) is made at Mumbai on 29th Dec 2006**BETWEEN****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 thecontext or meaning thereof, be deemed to mean and include its successors and assigns) of OnePart.**AND****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) Mumbai400 079 (hereinafter referred to as the “Licensee”) of the Other Part.(“Party” or “Parties” shall have individual or collective reference to the Licensor and theLicensee). ***Page 1***
 

 
**WHEREAS**A. The Licensor has the absolute right to use, occupy, possess and enjoy the entire buildingknown as the Commercial Office Building (the “Building”) (along with its common areas andexclusive car parking spaces) situated on plot No. 192B and which is more particularlydescribed in the Plan annexed hereto as ***Annexure A***. B. The Licensee has requested the Licensor to grant to the Licensee the use of the officepremises on the first floor of the Building having, *inter-alia,*an aggregate area admeasuring35,930 sq. ft. or thereabouts (the “Premises”) on a leave and licence basis and the Licensorhas agreed to grant such permission to the Licensee by way of leave and licence for theperiod, at the consideration and upon the terms and conditions as hereinafter mentioned.NOW THEREFORE THE PARTIES AGREE AND THIS AGREEMENT WITNESSETH AS FOLLOWS:**1.** **GRANT OF LICENCE AND TERM OF THE AGREEMENT**   The recitals contained herein shall be deemed to constitute an integral operative part ofthis Agreement. 1.1 In consideration of the licence fees hereinafter reserved and of the rights and the covenantsof the Licensee hereinafter contained, the Licensor hereby agrees to grant to the Licensee andthe Licensee hereby agrees to take on leave and licence the Premises for a term of 60 monthscommencing from 1 January, 2007 (the “Effective Date”) on the terms and conditions hereincontained. 1.2 The Licensor hereby confirms that in view of the licence granted by this Agreement thedirectors, employees, servants, staff, agents and the *bonafide*visitors of the Licensee shallbe permitted and shall be at liberty to enter and use the Premises for the purposes of theLicensee’s business. 1.3 The Licensor shall, on the Effective Date, hand over to the Licensee, physical possession ofthe Premises and a set of duplicate key(s), which would permit the Licensee to gain access tothe 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 thePremises and the Services to be rendered by the Licensor under Clause 6 hereunder, theLicensee hereby agrees to pay to the Licensor licence fees at the rate of Rs. 16,35,469(Rupees Sixteen lakh thirty five thousand four hundred and sixty nine only) per month ***Page 2***
 

 
  (the“Licence Fees”) for a period of thirty six (36) months commencing the Effective Date whereafter both parties shall mutually agrees to an escalation of License Fees, which in no event,shall exceed fifteen (15) percent of the License Fees and such mutually agreed escalatedLicense Fees shall be payable by the Licensee to the Licensor for the balance of the licenseperiod i.e. twenty four (24) months. It is clarified that except for the Licence Fees, theLicensee shall not be liable to pay any further fees, service charges, rentals, maintenance,water charges, municipal taxes or any pre-quantified annual/monthly maintenance charges to theLicensor or any other third party in relation to the Premises and the Licensor acknowledgesthat the due payment of the Licence Fees forms the sole and adequate consideration for thelicence granted herein and the Services to be rendered by the Licensor under Clause 6hereunder. It is hereto agreed between the Parties that the Licensee shall have the exclusiveright to use only in the manner in which such common areas in any building are normally put touse and in keeping with the décor / layout of the Building, the common areas of the Premises that havebeen demarcated in the plan annexed hereto as ***Annexure A***(the “Common Areas”) without paymentof any additional licence fees or rentals. 2.2 The Licence Fees shall be payable in advance by the Licensee monthly, on or before the5th (fifth) day of each month for that month’s use. The Licensor hereby covenantswith the Licensee that upon the Licensee paying the Licence Fees on or before the datementioned herein, in the manner herein provided and by observing and performing the covenants,conditions and stipulations herein contained, theLicensee shall be permitted unimpeded use and occupation of the Premises during the periodof the Licence herein created. 2.3 The Licensee shall withhold taxes on all amounts due and payable to the Licensor as may berequired under the Income Tax Act, 1961 or any other laws as may be applicable and shall makepayments to the Licensor subject to such taxes being withheld. The Licensee shall periodicallyand always within a reasonable time provide the Licensor with the relevant TDS certificates inrespect of the aforesaid tax deductions. 2.4 The Licensee shall, during the term of this Agreement, pay all regular outgoings in respectof the Premises. These shall include the charges for electricity consumed based on the readingof the meter installed in that behalf within the period stipulated in the bill issued by thesupplier of electricity to whom the payment shall be directly remitted by the Licensee. TheLicensor undertakes to forward to the Licensee the bills for such electricity supply, if atall the Licensor receives such bills. It shall however not be the Licensor’s responsibility totrack and ensure the receipt of the bills by the Licensee whose responsibility it shall be toensure 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 asum of Rs. 16,35,469 (Rupees Sixteen lakh thirty five thousand four hundred and sixty nineonly) as an interest free security deposit (hereinafter referred to as the “SecurityDeposit”). On completion of the initial thirty six (36) months as per clause 2.1, the securitydeposit would increase proportionately with the license fee. ***Page 3***
 

 
3.2 The Licensor shall repay to the Licensee the Security Deposit upon the expiry or soonerdetermination of the licence period simultaneously upon handing over of vacant Premises (dulydebonded) by the Licensee to the Licensor. As provided herein or on the settlement of anyoutstanding bills in respect of the premises payable by the Licensee hereunder, whichever isearlier, provided that the Licensee removes themselves their belongings, equipment furnitureand fixtures from the premises and hands over the vacant possession of the premises (dulydebonded) 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 reasonwhatsoever, the Licensee shall, without prejudice to its right to recover the Security Depositor any part thereof or to any legal remedy available to it, be entitled to claim from theLicensor interest calculated at the rate of 2% per month on outstanding Security Depositor any part thereof, calculated till the date of actual payment of the said amount. **4.** **LICENSEE’S COVENANTS**   The Licensee hereby agrees, undertakes and covenants with the Licensor as follows: (a) that within the Premises, including the Common Areas within the Building theLicensee shall keep the interior walls, floors, ceiling, doors, windows, electricfittings and installations and water connections in good order and condition(reasonable wear and tear and loss or damage by fire, accident, irresistible force oract of God excepted);  (b) that upon the expiration or sooner determination of this Agreement, theLicensee shall remove from the Premises, all such furniture and fittings belonging tothe Licensee without in any way damaging the Premises;  (c) that upon the expiry of the period of the licence or sooner determination ofthis Agreement, the Licensee shall forthwith vacate the Premises and hand over vacantand peaceful possession of the Premises (duly debonded) to the Licensor;  (d) that the Licensee shall promptly notify the Licensor of any notice receivedby the Licensee in respect of the Premises;  (e) that subject to Clause 10.1 hereto, the Licensee shall not have any right totransfer, assign, mortgage or part with possession of the Premises or create any thirdparty rights therein in any manner whatsoever;  (f) that the Licensee shall keep all articles, furniture, fixtures, vehicles orvaluables in the Premises at its own risk in all respects and the Licensee shall nothold the Licensor responsible or liable for any damage to the same or any loss due totheft etc. provided that such damage, loss or theft is not caused by the negligence ofthe Licensor, its employees or agents;  (g) that the Licensee shall permit the Licensor’s authorised representatives toinspect the Licensed Premises during the day upon providing reasonable prior notice inthat behalf of at least 3 (three) working days to the Licensee; ***Page 4***
 

 
 (h) that the licensee agrees that it shall not undertake any activity which wouldbe contrary to the terms and conditions of this Agreement or which would otherwiseadversely affect the Licensor’s right, title or interest in respect of the Premises;  (i) that the Licensee shall bear all running costs incurred in the operation ofall back to back standby diesel generators installed by the Licensor pursuant toClause 5 (e) of this Agreement.**5.** **LICENSOR’S COVENANTS**   The Licensor hereby agrees, undertakes and covenants with the Licensee as follows: (a) that upon the Licensee observing and performing the stipulations andcovenants herein contained to be observed and performed by it, the Licensee shallduring the period of this Agreement, use and occupy the Premises without interferencefrom 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, hasproper title to the Premises and has the full power and absolute right and authorityto 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 orinjunction against the Licensor or in respect of the premises that would in any wayaffect the Licensee’s rights under this Agreement. Further, the Licensorundertakes that it shall not, during the subsistence of this Agreement, create any charge, mortgageor other encumbrance over the Premises or assign, transfer or otherwise deal with thePremises in such a manner so as to prejudice the rights of theLicensee hereunder;  (d) That it has obtained comprehensive insurance policy/ies designed to cover allrisks associated with the Premises and shall provide a copy of such insurancepolicy/ies to the Licensee on the date of execution hereof . The Licensor furtherundertakes that it shall duly and promptly pay all premiums / fees in connection withthe said insurance policy/ies during the subsistence of this Agreement;  (e) that the Licensor shall install back to back standby diesel generators toenable the said generators to generate adequate power and support for the entirePremises including the electricity requirements of the Licensee;  (f) subject to Clause 6, that the Licensor shall bear all the expenses towardsmaintenance and upkeep in relation to the air-conditioning providedby the Licensor;  (g) Subject to applicable local and municipal regulations, that the Licensee shallbe entitled to put up nameplates and signages in respect of its business at suchplaces in the Premises as may seem appropriate to the Licensee; ***Page 5***
 

 
 (h) that the Licensor shall, in the event of termination/expiry of thisAgreement, and simultaneously upon the peaceful vacation of the Premises (dulydebonded) by the Licensee, refund to the Licensee the whole of the Security Depositsubject to and as provided in Clause 3.2 above;  (i) that the Licensor has obtained all the requisite statutory approvals inrelation to the Premises and that the occupation and use of the Premises by theLicensee is in consonance with such approvals. Further, the Licensor represents andwarrants that it shall ensure that the requisite statutory approvals and permits inrelation to the Premises and use and occupation thereof remain in force at all timesduring the subsistence of this Agreement;  (j) that the Licensor, has obtained all requisite corporate and other approvalsin relation to the licence of the Premises to the Licensee as contemplated herein andfurther that the execution of this Agreement shall not result in any violation of anylaw or any agreement between the Licensor and any third party or otherwise contraveneany third party rights;  (k) that the Licensor shall keep the Building’s exterior and the Common Areasaround the Building in good repair and condition (reasonable wear and tear and loss ordamage by fire, accident, irresistible force or act of God expected). However, anydamage to the premises resulting from the exceptions mentioned herein shall notrelieve the obligation of the Licensor to make best endeavor to repair the Premises atthe earliest if such damage has resulted in interruption wholly or partially of theconduct of business activities of the Licensee;  (l) that the car parking spaces within the Building but separately demarcated forthe Premises shall be reserved exclusively for the Licensee and that it shall take allnecessary 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 theiremployees 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 andin the parking areas;  (b) Maintenance and upkeep of the common area around the Premises and theBuilding. Without prejudice to the generality of the foregoing, the Licensor shall, atall times during the subsistence of the Agreement, keepthe common area around the Premises and the Building clean and hygienic and in agood state of repair including but not limited to provision of water disposalservices, repainting the exterior of the Premises, maintenance and upkeep of thecommon areas around the Premises, maintenance and upkeep of the lift, arranging forregular pest control, water tank cleaning, upkeep and maintenance of the garden ***Page 6***
 

 
   around the Premises and subject to Clause 6.1 (c) hereunder undertaking any majorrepairs or structural changes/modifications to the Premises as may berequired;  (c) The Licensor shall obtain the prior written permission of the Licensee beforeundertaking any major repairs or structural changes/modifications to the Premises,which are likely to interfere with the peaceful enjoyment and day-to-day activities ofthe Licensee;  (d) The Licensor shall ensure that all water and electricity connections andsewage 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 thepurpose of car parking and paint the said facility so that the slots are clearlyvisible. The Licensor shall also maintain the car-parking slots and ensure that nothird party encroaches upon the same. The access to the car park facility shall beavailable exclusively to the Licensee and their employees, representatives, designeesand *bonafide*visitors at all times during the tenure of theAgreement;  (f) The Licensor shall permit lorries and other vehicles for transporting theLicensee’s goods and material to enter the Building premises;  (g) The Licensor shall provide suitable space in the Building for theinstallation of any satellite antenna or microwave tower and ancillary equipment thatthe Licensee may be desirous of erecting and duct space enabling the connection of thesaid antenna or tower or ancillary equipment to any area within the Premises. It ishereby clarified that any statutory or regulatory approvals required for the erectionor operation of the aforesaid antenna or tower shall be obtained by the Licensee atits cost and the Licensor shall render to the Licensee all reasonable assistance thatLicensee may request in that behalf;  (h) The Licensor shall be responsible for the provision of satisfactory firefighting facilities including but not limited to the provision and maintenance of firehydrants within/around the Premises and periodical statutory testing/certification ofequipment in accordance with the local rules/regulations as may be prevalent/issued bythe Pune Municipal Corporation;  (i) The Licensor shall ensure that it provides adequate water storage facilitiesfor the Premises, meeting the total requirements and for the exclusive utilization ofthe Licensee;6.2 The Licensor shall ensure that the Services shall not interfere or impede the Licensee’speaceful enjoyment and use of the Premises. ***Page 7***
 

 
**7.** **NOTICES** 7.1 Any notice and other communications provided for in this Agreement shall be in writing andshall be first transmitted by facsimile/electronic transmission, andthen confirmed by postage,prepaid registered airmail or by nationally recognised courier service, in the manner aselected by the Party giving such notice to the following addresses: (a) In the case of notices to the Licensor:   Address: Sofotel Software Services Pvt. Ltd  10B, Bakhtawar, Nariman Point  Mumbai 400 021Fax: +91 22 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: +91 22 5518 8960Attn.: Mr. Neeraj BhargavaE-mail: neeraj.bhargava@wnsgs.com   With a copy of the notice to:   Address: WNS Global Services (P) Ltd  Sofotel Building  National Games Road  Yerwada, Pune 411 006Fax: +91 20 5606 2801Attn.: Ms. Sulakshana Patankar  Col. Anil UmmatEmail: sulakshana.patankar@wnsgs.com  anil_ummat@wnsgs.com7.2 All notices shall be deemed to have been validly given on (i) the business date immediatelyafter the date of transmission with confirmed answer back, if transmitted byfacsimile/electronic transmission, or (ii) the business date of receipt, if transmitted bycourier or registered mail. 7.3 Either Party may, from time to time, change its address or representative for receipt ofnotices provided for in this Agreement by giving to the other Party not less than 30 daysprior written notice. ***Page 8***
 

 
**8.** **ARBITRATION** 8.1 If any dispute arises amongst Parties hereto during the subsistence of this Agreement orthereafter, in connection with the validity, interpretation, implementation or allegedmaterial breach of any provision of this Agreement or regarding a question, including thequestions as to whether the termination of this Agreement has been legitimate, the Partiesshall endeavor to settle such dispute amicably. 8.2 In the case of failure by the Parties to resolve the dispute in the manner set out abovewithin 30 days from the date when the dispute arose, the dispute shall be referred toarbitration of a sole arbitrator to be appointed by the Parties or in case of disagreement asto the appointment of the sole arbitrator to a panel of three arbitrators with each Partynominating 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 begoverned 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 Partiesshall submit to the arbitrator’s/arbitral panel’s award which shall be enforceable in thecourt of law in Mumbai. 8.4 The provisions of this Clause shall survive termination of this Agreement. **9.** **TERMINATION**   This Agreement shall be terminated only in the manner provided herein and on no otherground. 9.1 Licensee may terminate this agreement any time for convenience after giving a written noticeof not less than twelve (12) months to the Licensor stating the Licensee’s intention toterminate. 9.2 Either Party (“Non-defaulting Party”) may terminate this Agreement in the event of a materialbreach by the other Party (“Defaulting Party”) of any of itsobligations under this Agreement, provided that a 90 day’s written notice in that behalf isgiven to the Defaulting Party. Notwithstanding the foregoing, if the Defaulting Partyremedies the breach to the satisfaction of the Non-defaulting Party within the said periodof 90 days, the notice shall stand withdrawn and this Agreement shall continue to be validand binding. Provided however, and notwithstanding anything to the contrary containedherein, if the Defaulting Party contends that no such breach has occurred and / or suchbreach has been remedied, and if the Defaulting Party invokes the arbitration clausecontained herein, then and in such event, this Agreement shall not be terminated by theNon-Defaulting Party until the arbitral panel constituted under the provisions of Clause 8above has held that the Defaulting Party did commit such material breach and / or did notremedy the same. ***Page 9***
 

 
9.3 Notwithstanding anything contained in Clause 9.1 above, it is hereby agreed that if any orthe following events occur: (i) If either Party passes a resolution for voluntary winding up;  (ii) If a receiver is appointed by a court of law in respect of either Party’sproperty;  (iii) If an order is passed by a competent court of law for winding up of eitherParty;  (iv) If either Party takes or suffers any action for dissolution or liquidation;  this Agreement may be forthwith terminated at the option of the other Party which option isto be exercised in writing. 9.4 Upon the expiry or earlier termination of this Agreement, the Licensee shall vacate thePremises together with all its employees, agents and representatives who may be in occupationof the Premises and hand over vacant possession thereof (duly debonded) to the Licensor. **10.** **RIGHT TO USE** 10.1 Nothing contained herein shall be construed as creating any right, interest or tenancy infavour of the Licensee in, over or upon the Premises or any part thereof or transferring anyinterest therein in favour of the Licensee other than the rights and permissions grantedherein to use and occupy the Premises as a licensee for the term of this Agreement. Thislicence 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 anyright whatsoever in respect of the Premises or the area surrounding thereto or any partthereof and it shall not at any time claim any rights whatsoeverin respect of the Premises or the area surrounding thereto or any part thereof other thanthe right to enter upon and enjoy the use of the Premises or any part thereof as hereinprescribed. 10.3 Upon the expiry or earlier termination of this Agreement the Licensee shall vacate thePremises together with all its employees, agents and representatives who may be in occupationof the Premises and hand over vacant possession thereof (duly debonded) to the Licensor. TheLicensee agrees and undertakes for itself and each of the persons aforesaid not to enter uponthe 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 failsto vacate the Premises of any part thereof upon refund of the Security Deposits together withits employees agents and representatives who may be in occupation of the Premises and hand overvacant possession thereof (duly debonded) to the Licensor, it is agreed that the Licenseeshall pay to the LicensorRs. 55,606 per day from the date of such default until such time asthe Licensee vacates the Premises together with its employees, agents and representatives andtheir belongings and has handed over vacant possession thereof (duly debonded) to theLicensor. This is in addition to all other legal rights and remedies of the Licensor includingthe right of the Licensor to use reasonable force to prevent the Licensee or any personclaiming under it from entering the Premises. ***Page 10***
 

 
**11.** **MISCELLANEOUS PROVISIONS** 11.1 **Assignment and Sub-license**   It is expressly agreed by and between the Parties that juridicalpossession of the Premises shall be always that of the Licensor. TheLicensee is granted a personal, non-transferable and non-assignablelicence to use the Premises on the terms and conditions statedherein. Notwithstanding the foregoing, the Licensee shall subject toprior written permission from the Licensor (which permission shallnot be unreasonably withheld by the Licensor) be free to sublicensethe Premises, provided granting of such a sub-license shall notdischarge the Licensee of its obligations hereunder. 11.2 **Relationship**   Nothing contained herein shall be construed as creating any right,interest or tenancy in favour of the Licensee in, over or upon thePremises or any part thereof or transferring any interest therein infavour of the Licensee other than the rights and permissions grantedherein to use and occupy the Premises as the Licensee for the termof this Agreement. 11.3 **Amendments**   No modification or amendment to this Agreement and no waiver of anyof the terms or conditions hereto shall be valid or binding unlessmade in writing and duly executed by both Parties. 11.4 **Entirety**   The Parties hereto acknowledge, declare and confirm that thisAgreement represents the entire agreement between them regarding thesubject matter hereof and no alterations, additions or modificationshereto shall be valid and binding unless the same are reduced towriting and signed by both the Parties after the execution of thisAgreement and the understanding reached in view of the PreviousAgreements and/or any other letters, agreements, addendums,supplemental agreements shall stand terminated from the EffectiveDate. 11.5 **Partial Invalidity**   If any provision of this Agreement is held to be invalid orunenforceable to any extent, the remainder of this Agreement shallnot be affected and each provision of this Agreement shall be validand enforceable to the fullest extent permitted by law. Any invalidor unenforceable provision of this Agreement shall be replaced with aprovision that is valid and enforceable and most nearly reflects theoriginal intent of the unenforceable provision. ***Page 11***
 

 
11.6 **Costs**   All costs, charges and expenses including but not limited to stamp duty, registrationcharges etc. payable in respect of this Agreement shall be borne by the Licensor, providedthat as consideration for bearing the stamp duty and registration charges payable in respectof this Agreement, the Licensee shall pay such amount to the Licensor and in such manner asmutually agreed in writing by the Parties. Each Party shall bear and pay the professionalcosts of their respective consultants. 11.7 **Governing Law**   This Agreement and all other transactions executed in pursuance hereof shall be governedand construed in accordance with the laws of India.IN WITNESS WHEREOF the Parties hereto have hereunto set and subscribed their respective hands theday and year first hereinabove written.   SIGNED AND DELIVERED BY  The within named ‘**LICENSOR**’ /s/ C.K. MehtaBy the hand of Mr. C. K. Mehta  Director pursuant to Board Resolution dated 29th Nov ‘06        SIGNED AND DELIVERED BY  The within named ‘**LICENSEE**’ /s/ Col. Anil UmmatBy the hand of Col. Anil Ummat  V.P. Facilities & Administration pursuant to  Board Resolution dated 30th Nov 2006   ***Page 12***
 

 
**ANNEXURE — A****DESCRIPTION OF LICENCED PREMISES**     Office premises admeasuring 35930 sq ft situated on First Floor of a Building known as‘SOFOTEL’ constructed on the piece and parcel of the land bearing Plot No. 192B situated at ‘DeepakComplex’, National Games Road, Yerwada, Taluka Sub District of Haveli and within the RegistrationDistrict of Pune, and situated within the limits of Pune Municipal Corporation Pune.
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