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Exhibit
4.8
 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 lower ground floor, ground floor of the
Building having, inter-alia,
an aggregate area admeasuring 36,500 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
  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. The Licensee shall be entitled to use the furniture, fixtures and fittings lying in
the Premises, a list of which is annexed hereto and marked Annexure B.
 1.2
    
    The Licensor hereby confirms that in view of the licence granted by this Agreement the
directors, employees, servants, staff, agents and the bonafide visitors of the Licensee shall
be permitted and shall be at liberty to enter and use the Premises for the purpose 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. 16,61,415 (Rupees Sixteen lakh sixty one thousand four hundred
and fifteen only) per month (the Licence Fees) for a
period of thirty six (36)
months commencing the Effective
Data 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 Licence Fees shall be payable by the Licensee to the
Licensor for the balance of the licence period i.e. twenty four (24) months. It is
clarified that except for the Licence Fees, the Licensee shall not be liable to pay
any
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Annexure A
 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 outgoings 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. 16,61,415 (Rupees Sixteen lakh sixty one thousand four hundred and
fifteen 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 as provided herein 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 the premises payable by
the Licensee hereunder, whichever is earlier, provided that the Licensee removes
themselves their belongings, equipment, furniture and fixtures
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from the premises and 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 Deposit 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 License 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 respect 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
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debonded) by the Licensee, refund to the Licensee the whole of the Security Deposit subject to and
as provided in Clause 3.2 above;
 (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
license 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.
    
    SERVICES6.1
    
    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 hygiene 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 within/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 Licensee 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 postage
prepaid registered airmail or by nationally recognised courier
service, in the manner as elected by the Party giving such notice to
the following addresses:
 (a)
    
    In the case of notices to the Licensor:
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Address:
    
    
    
    Sofotel Software Service 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 Service 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
  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.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 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 despite 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 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 with each
Party nominating one arbitrator and the arbitrators so appointed appointing
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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 a 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;
 this Agreement may be forthwith terminated as the option of the other Party which option is to be
exercised in writing.
 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. 56,488 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 (duly debonded) 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.
 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
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11.3
    
    Amendments
  11.4
    
    Entirely
  11.5
    
    Partial Invalidity
  11.6
    
    Costs
  11.7
    
    Governing Law
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SIGNED AND DELIVERED BY
The within named LICENSOR
By the hand of Mr. C. K. Mehta
Director pursuant to Board Resolution dated 29th Nov 06
    
    /s/ C.K. MehtaSIGNED AND DELIVERED BY
The within named LICENSEE
By the hand of Col. Anil Ummat
V.P. Facilities & Administration pursuant to
Board Resolution dated
30th Nov. 2006
    
    /s/ Col. Anil Ummat
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ANNEXURE  A
 DESCRIPTION OF LICENCED PREMISES




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The List of Furniture & Fixture on the Ground Floor & Lower Ground Floor
 1.
    
    Work Stations with Runners
    
    119 nos2.
    
    Cabins
    
    5 nos3.
    
    Library Room With discussion table
    
    1 nos4.
    
    Discussion Room with Table
    
    1 nos5.
    
    Conference Room With Fixed Table
    
    2 nos6.
    
    Interview Room with Table
    
    1 nos7.
    
    Training Room
    
    1 nos8.
    
    Server Room with False Ceiling
    
    1 nos9.
    
    Chairs
    
    200 nos10.
    
    Reception Table
    
    1 nos11.
    
    Sofa Set
    
    2 nos12.
    
    Speakers
    
    54 nos13.
    
    Corner tables
    
    2 nos14.
    
    Centre Table
    
    1 nos15.
    
    Smoke Detectors
    
    31 nos16.
    
    Electricals
 
    
    Twin Tube 40 Watt (Big Size)with Fittings
    
    122 Nos
    
    Bulbs with fittings
    
    - 135 nos
    
    Picture Lamps
    
    - 4 nos
    
    9 Watt PI Lamps fittings
    
    - 43 nos
 17.
    
    Air Conditioner
 
    
    7.5 Tr 3 nos split air conditioners
    
    5 Tr  1 No Split Air conditioner
 18.
    
    Venetian Blinds  Present on Windows across the floor Expect for Windows
Towards BSNL building.19.
    
    Acess Control System  To be activated by Zicom & confirm the working condition.20.
    
    Fire & Burglary Alarm System- To be activated by the
Zicom & confirm the working condition.