EX-4.15



 Exhibit 4.15 

Letter of Intent (“LOI”) 

BETWEEN 
 M/s DLF Assets Private
Limited, a company incorporated under the Companies Act, 1956 and having its registered office at 1-E, Jhandenwalan Extension, Naaz Cinema Complex, New Delhi—110055 (hereinafter referred to as “THE LESSOR” which expression
shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include M/s DLF Assets Private Limited and its successors, administrators, transferees and assigns) acting through its authorized signatories, Mr. Amit
Grover & Mr. Navin Kedia, vide Board Resolution dated of                      the First Part. 

AND 
 M/s WNS Global Services
Private Limited, a company incorporated under the Companies Act, 1956, and presently having its registered office in India at Plant No. 10, Gate No. 4, Godrej & Boyce Complex, Pirojshangar, LBS Marg, Vikhroli (West),
Mumbai—400079, India (hereinafter referred to as “THE LESSEE” which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include M/s WNS Global Services Private Ltd. and its
successors) having Permanent Account Number (PAN) AAACW2598L and Tax Deduction and Collection Account Number (TAN) MUMW01007G, acting through its authorized signatory Mr. Ronald D’Mello vide Board Resolution dated 31st October, 2013 of the Second Part. 
 (Both THE LESSOR and THE LESSEE are collectively
referred to as ‘the Parties’). 

  

					
	For and on behalf of	 		 	For and on behalf of
	DLF Assets Private Limited	 		 	WNS Global Services Private Limited
			
	/s/ Amit Grover & Navin Kedia	 		 	/s/ Ronald D’Mello
	Authorized Signatories	 		 	Authorized Signatory









 This LOI is set forth on this 14th day of February, 2014
upon mutual understanding between THE LESSOR and THE LESSEE in respect of area admeasuring approx. 1,02,653 sq.ft. (9,536.698 sq.mtrs) of super built up area (“Demised Premises”) comprising of 

 

											
	 Block
	  	 Floors
	 	Super built-up Area (sq.ft.)	 	 	Super built-up Area (sq.mtrs.)	 
	 A2
	  	Entire 8th	 	 	22,343	  	 	 	2,075.728	  
		  	Entire 9th	 	 	22,343	  	 	 	2,075.728	  
		  	Part of 11th	 	 	13,123	  	 	 	1,219.176	  
	 A3
	  	Entire 8th	 	 	22,422	  	 	 	2,083.033	  
		  	Entire 9th	 	 	22,422	  	 	 	2,083.033	  
		  		 	  
	  
	 	 	  
	  
	 
		  	Total	 	 	1,02,653	  	 	 	9,536.698	  
		  		 	  
	  
	 	 	  
	  
	 

 (as set out in Annexure T-1), Blocks A2 & A3 (“said Building(s)”) at DLF World Tech Park (“said
Plot”) at NH 8, Gurgaon on the following terms and conditions. 
  

	1)	The commercial terms and conditions are provided in Annexure C-I(a), which shall form an integral part of this LOI. 

  

	2)	Tentative Interior work Commencement Date/ Lease Commencement Date: 1st March, 2014 


Any delay in handing over of Demised Premises for interior works shall not affect the Lease & Rent Commencement Dates. The Demised
Premises shall be handed over for interior works only after the Lease Deed is signed and THE LESSEE has paid all Security Deposits including the Stamp Duty and Registration amount. 

THE LESSEE shall carry out the interior works at its own risk and cost. 

THE LESSEE shall get the SEZ Unit Approval for the Demised Premises before handover of Demised Premises for interior works. 

THE LESSEE shall get 3 months of Rent free period from the Lease Commencement Date i.e. from
1st March, 2014 till 31st May, 2014. 

Tentative occupation date: 1st June, 2014 (hereinafter referred to as the ‘Date
of Occupation and also the ‘Rent Commencement Date’). 
 In case, the Lease Deed is not signed or any amount pertaining to the
Lease Deed is outstanding by date of handover for interiors, then the handover for interiors will not be done and building services shall not be provided to THE LESSEE and lease and rent for the Demised Premises shall commence as per the agreed
Lease and Rent Commencement Date. 
  

	3)	In the event THE LESSEE has not obtained the SEZ Unit Approval for its operations from the Demised Premises by the original Lease Commencement Date, the lease shall commence from the date when THE LESSEE obtains such
unit approvals. However, THE LESSEE shall be liable to pay compensation equivalent to the Warm Shell Rent, Maintenance Charges @ Rs. 7 per sq.ft. per month including Service Tax etc. for such intervening period. 


  

					
	For and on behalf of	 		 	For and on behalf of
	DLF Assets Private Limited	 		 	WNS Global Services Private Limited
			
	/s/ Amit Grover & Navin Kedia	 		 	/s/ Ronald D’Mello
	Authorized Signatories	 		 	Authorized Signatory

  
 2









 All incidental/out of pocket expenses with respect to obtaining SEZ Unit Approval by THE LESSEE
shall be borne and paid solely by THE LESSEE. 
 There shall not be any deferment in the original escalation dates for Warm Shell Rent, Car
Parking Charges, IFRSD, Façade Signage Charges (if any) even if the Lease/ Rent Commencement Dates are deferred as mentioned above. 
  

	4)	Both THE LESSOR and THE LESSEE undertake to sign the Lease Deed on or before 1st March, 2014. 


THE LESSEE agrees that if it fails to sign the Lease Deed on or before 1st March,
2014 or a mutually agreed date and if not mutually agreed to extend such date, then this LOI would automatically and without any notice terminate and becomes invalid, ineffective and incapable of enforcement in any manner whatsoever and THE LESSEE
shall be left with no right, title or interest in respect of the lease stipulated herein. In such cases of failure as mentioned above, the Interest Free Refundable Security Deposit (“IFRSD”) paid by THE LESSEE at the time of signing this
LOI shall stand forfeited to THE LESSOR. However, if THE LESSEE fails to execute the Lease Deed by above given date, in that event, for the purpose of forfeiture of IFRSD, the original date i.e. 1st March, 2014 shall be considered to be
effective date for such forfeiture and THE LESSEE shall have no claim whatsoever on this amount and/or on the Demised Premises. 
 If THE
LESSOR fails to execute the Lease Deed on or before 1st March, 2014 due to reasons of force majeure or THE LESSEE not being able to secure the SEZ unit approval for the Demises Premises (despite THE LESSEE filing for SEZ unit approval in the
forthcoming UAC meeting in February, 2014 as per the SEZ Act & rules), then this LOI would automatically and without any notice terminate and become invalid, ineffective and incapable of enforcement in any manner whatsoever and THE LESSEE
shall be left with no right, title or interest in respect of the lease stipulated herein. In such cases of failure THE LESSOR shall refund the entire IFRSD forthwith, without any interest. 

A format of the Lease Deed to be executed between the parties has been provided to THE LESSEE on signing of this LOI and the terms and
conditions agreed in this LOI shall be incorporated in the Lease Deed. 
  

	5)	All or any disputes arising out of, touching upon, connected with, concerning or in relation to the terms of this LOI and subsequent Lease Deed to be executed between the parties including the interpretation and
validity of the terms thereof and the respective rights and obligations of the parties shall be settled amicably by mutual discussion failing which the same shall be settled through arbitration. The arbitration shall be governed by the
Arbitration & Conciliation Act, 1996 or any statutory amendments/ modifications thereof for the time being in force. The arbitration proceedings shall be held at Gurgaon by the Sole Arbitrator who shall be appointed by THE LESSOR who shall
be a retired high court judge and whose decision shall be final and binding upon the Parties. THE LESSEE hereby confirms that it shall have no objection to this appointment. The language of the arbitration proceedings shall be in English
language only. 


  

					
	For and on behalf of	 		 	For and on behalf of
	DLF Assets Private Limited	 		 	WNS Global Services Private Limited
			
	/s/ Amit Grover & Navin Kedia	 		 	/s/ Ronald D’Mello
	Authorized Signatories	 		 	Authorized Signatory

  
 3









 The civil courts at Gurgaon and Punjab & Haryana High Court at Chandigarh alone shall
have the jurisdiction concerning all matters in this LOI and subsequent Lease Deed to be executed between the parties. 
  

	6)	The area definitions for the Demised Premises are enclosed herewith as Annexure T-III. 

  

	7)	Expansion option for THE LESSEE: In the event, THE LESSEE intends to expand its office space in the said Building(s), the details for the same are as given in Annexures C-II of this LOI and a separate
Lease Deed will be signed between the parties for the aforesaid expansion option. 


  

					
	For and on behalf of	 		 	For and on behalf of
	DLF Assets Private Limited	 		 	WNS Global Services Private Limited
			
	/s/ Amit Grover & Navin Kedia	 		 	/s/ Ronald D’Mello
	Authorized Signatories	 		 	Authorized Signatory

  
 4









 Annexures 
  


					
	C-I(a)	  	—	  	Commercial Terms and Conditions
			
	C-II	  	—	  	Expansion option for THE LESSEE
			
	T-I	  	—	  	Floor Plan of the Demised Premises
			
	T-II	  	—	  	Monthly Maintenance & Service Expenditure
		  		  	(Indicative)
			
	T-III	  	—	  	Area Definitions and Warm shell Definition


  

					
	For and on behalf of	 		 	For and on behalf of
	DLF Assets Private Limited	 		 	WNS Global Services Private Limited
			
	/s/ Amit Grover & Navin Kedia	 		 	/s/ Ronald D’Mello
	Authorized Signatories	 		 	Authorized Signatory

  
 5









 ANNEXURE C-I (a) 

STATEMENT OF COMMERCIALS PAYABLE BY M/S. WNS GLOBAL SERVICES PRIVATE LIMITED TO M/S. DLF ASSETS PRIVATE LIMITED DURING THE PERIOD OF LEASE FOR APPROX.
1,02,653 SQ.FT. (9,536.698 SQ.MTRS) OF SUPER BUILT UP AREA ON 8th & 9th FLOOR OF BLOCKS A2 & A3 & PART OF 11th FLOOR OF BLOCK A2 AT DLF WORLD TECH PARK, NH8, GURGAON 

 

																																	
	 PARTICULARS
	 	LEASE TERM	 	LEASE RENEWAL TERM	  	Remarks
(Ref
No.)	 	  	Initials of
THE
LESSEE
	 	From	 	To	 	From	 	To	 	From	 	To	 	From	 	To	 	From	 	To	 	From	 	To	  	  
	 	1-Mar-2014	 	31-Mar-2015	 	1-Apr-2015	 	28-Feb-2017	 	1-Mar-2017	 	28-Feb-2019	 	1-Mar-2019	 	28-Feb-2020	 	1-Mar-2020	 	28-Feb-2023	 	1-Mar-2023	 	28-Feb-2024	  	  
	 Super built up area in sq.ft. (& in sq.mtrs.)
	 	1,02,653 (9,536.698)	 	1,02,653 (9,536.698)	  				  	
	 Lease Commencement Date
	 	1-Mar-2014	 	1-Mar-2019	  				  	
	 Rent Commencement Date for Warm Shell Rent & Car Parking Spaces
	 	1-Jun-2014	 	1-Mar-2019	  				  	
	 Lock-in Period from LCD (Months)
	 	36	 		 	—  	 	—  	 	—  	 	—  	  				  	
	 Warm Shell Rent (51.244 sq.ft.)
	 	Rs. per sq.ft. per month	 	34.50	 	41.00	 	47.15	 	47.15	 	54.22	 	62.35	  				  	
		 	Rs. per month	 	17,67,918.00	 	21,01,004.00	 	24,16,154.60	 	24,16,154.60	 	27,78,449.68	 	31,95,063.40	  				  	
	 Warm Shell Rent (51409 sq.ft.)
	 	Rs. per sq.ft. per month	 	41.00	 	41.00	 	47.15	 	47.15	 	54.22	 	62.35	  				  	
		 	Rs. per month	 	21,07,769.00	 	21,07,769.00	 	24,23,934.35	 	24,23,934.35	 	27,87,395.98	 	32,05,351.15	  				  	
	 Car Parking Charges (per car park per month)
	 	1 per 1000 sq.ft. car parks i.e. 103 car parks @ Rs. 3,000 per car park per month	 	3,09,000	 	3,09,000	 	3,55,350	 	3,55,350	 	4,08,653	 	4,69,950.38	  				  	
		 	NIL additional car parks @ Rs. 5,000 per car park per month	 	NA	 	NA	 	NA	 	NA	 	NA	 	NA	  				  	
	 Interest Free Refundable Security Deposit (IFRSD) in Rs.
	 	Amount always equivalent to 6 months Warm Shell Rent	 	2,32,54,122	 	2,52,52,638	 	2,90,40,534	 	2,90,40,534	 	3,33,95,074	 	3,84,02,487	  				  	
		 	Payable on signing of Letter of Intent (equivalent to 3 months Warm Shell Rent)	 	1,16,27,061	 	—  	 	—  	 	—  	 	—  	 	—  	  				  	
		 	Payable on signing of Lease Deed (equivalent to 3 months Warm Shell Rent)	 	1,16,27,061	 	—  	 	37,87,896	 	—  	 	43,54,540	 	50,07,413	  				  	
		 	Payable on or before 1st April’ 2015	 	—  	 	19,98,516	 		 		 		 		  	 	1	  	  	
	 Interest Free Refundable Maintenance Security Deposit (IFRMSD) in Rs.
	 	For Normal Office hours - payable on the Lease Deed @ Rs. 18/- per sq.ft. per month	 	1,10,86,524	 	—  	 	—  	 	1,10,86,524	 	—  	 	—  	  				  	
	 Interest Free Refundable Electricity Security Deposit (IFRESD) in Rs. - payable on signing the Lease Deed
	 	For Power Load (616 KVA) @ Rs. 3,000/- per KVA	 	18,48,000	 	—  	 	—  	 	18,48,000	 	—  	 	—  	  				  	
		 	For Additional Power Load (147 KVA) @ Rs. 3,000/- per KVA	 	4,41,000	 	—  	 	—  	 	4,41,000	 	—  	 	—  	  				  	
	 Non-refundable charge In Rs. - payable on signing the Lease Deed
	 	For Additional Power Load (147 KVA) @ Rs. 10,000/- per KVA	 	14,70,000	 	—  	 	—  	 	14,70,000	 	—  	 	—  	  				  	
	 Infrastructure charges in Rs. - payable on signing the Lease Deed
	 	For Additional Power Load (147 KVA)	 	Actual cost + 20%	 	—  	 	—  	 	Actual cost + 20%	 	—  	 	—  	  				  	
	 Facade Signage Charges (per annum) for 1 signage
	 	NIL	 	—  	 	—  	 	NIL	 	—  	 	—  	  				  	

 Remarks : 
  

	1	THE LESSEE would pay additional IFRSD of Rs. 19,98,526 on or before 1st April’ 2015 due to escalation in Warm shell rental of 51,244 sq.ft. from Rs.34.50/- per sq.ft. to Rs.41/- per sq.ft. 


  

					
	For and on behalf of	 		 	For and on behalf of
	DLF Assets Private Limited	 		 	WNS Global Services Private Limited
			
	/s/ Amit Grover & Navin Kedia	 		 	/s/ Ronald D’Mello
	Authorized Signatories	 		 	Authorized Signatory

  
 6









 Annexure C-I(a) 

Terms and Conditions: 
  

	1)	The payment of Warm Shell Rent, Car Parking Charges and Maintenance Charges shall be subject to deduction of TDS. 

  

	2)	Any taxes/ duties/ charges/ cesses / levy (ies) etc. including service tax, as applicable from time to time, whether central / state/ municipal/ local etc on payments made by THE LESSEE shall be additional and shall be
borne by THE LESSEE. 

  

	3)	The due date of monthly payments viz. Warm Shell Rent, Car Parking Charges, Maintenance Charges, Terrace Area Charges (if any) and any other monthly charge is 1st day
of each English calendar month (Due Date) but not later than 7th day of the calendar month, along with taxes and duties as applicable. The due date for payment of charges for power consumption
shall be the date mentioned in the bills raised for such charges. 

  

	4)	All delayed payments shall carry an interest of 15% per annum from the Due Date till the date the payments are made by THE LESSEE. 


 

	5)	In addition to the Warm Shell Rent, any and all taxes, duties, charges, cesses, levy (ies) etc. on Property (collectively referred to as “Taxes on Property”) are payable/ reimbursable by THE LESSEE, from the
Lease Commencement Date, calculated prorata of the super built-up area of the Demised Premises to the super built-up area of the Property as well as payable/ reimbursable in respect of car parking spaces, if applicable. 


 

	6)	The Lock-in Period of Thirty Six (36) months from Lease Commencement Date as mentioned in above shall be applicable to Warm Shell Rent, Car Parking Charges, Maintenance
Charges, Taxes on Property and taxes etc. as applicable. 

  

	7)	THE LESSEE agrees to pay to THE LESSOR all the above commercials on their respective due dates. 

  

	8)	All costs, charges etc. including any penalties, on execution and registration of this instrument or on all other instruments and deeds to be executed pursuant to this agreement, as applicable, shall be borne and paid
solely by THE LESSEE. 

  

	9)	THE LESSOR and THE LESSEE shall bear their own legal fees/ charges. 

  

	10)	All the escalations/ increases @ 15% in the Warm Shell Rent, IFRSD, Car Parking Charges or any other charges as specified in the Statement of Commercials above are duly agreed by THE LESSEE and THE LESSEE hereby
signifies the acceptance of the above in form of initials/ signatures. 

  

	11)	The Maintenance charges payable by THE LESSEE, from the Lease Commencement Date, are calculated on actual cost plus 20% basis, which as on 1st May, 2013 are estimated as under: 


  

					
	For and on behalf of	 		 	For and on behalf of
	DLF Assets Private Limited	 		 	WNS Global Services Private Limited
			
	/s/ Amit Grover & Navin Kedia	 		 	/s/ Ronald D’Mello
	Authorized Signatories	 		 	Authorized Signatory

  
 7










	 	a)	For normal office hours i.e. 8.00 am to 8.00 pm IST Monday to Friday and 8.00 am to 2.00 pm IST on Saturdays excluding on Sundays, Public and National Holidays: Rs.18/- per sq.ft.
per month. 

  

	 	b)	For 365*24*7 operations excluding Public and National Holidays: Rs.30/- per sq. ft. per month. 


 

	 	c)	For working beyond normal office hours (provided it is a full floor): Rs 0.13/- per sq. ft. per hour on the super built up area of the full floor even if the area of Demised
Premises is less than the full floor area or per hour for the Demised Premises to be intimated by the Building Manager when required. 


Since the building is already operational, while THE LESSEE is carrying out the fit out works but does not utilize the central air conditioning
for the Demised Premises during the fitout period; maintenance will be charged at Rs. 7/- per sq. ft. per month. 
 The Maintenance Charges,
as specified above in this LOI, are subject to increase of prices of diesel, gas, petroleum products and other consumables, electricity rates, taxes, wages and salaries, cost of annual maintenance contracts of lifts, DGs, HVAC supplies,
transformers, panels etc. during the Lease Term and the Lease Renewal Term (if any). 
  

	 	d)	Maintenance services are as set out in Annexure T-II of this LOI. 

  

	12)	Charges for Usage of Power in the Demised Premises during interior fit-outs and Lease Term and the Lease Renewal Term: 


 

	 	a)	For supply of power from Grid power (subject to availability) - As per applicable grid rates 


 

	 	b)	For supply of power from back up sources - Cost + 20% 

  

	 	c)	When power taken from Utilities company is used - Cost + 20% 

  

	 	d)	The cost of power used for common areas from any source, along with other expenditure like security, housekeeping, AMCs etc., is charged in the overall maintenance charges at Cost + 20%. 


 

	13)	The initial Lease Term shall be Five (05) years with THE LESSEE having the sole option to renew the lease for one further term of 5 years. 


 

	14)	In case of renewal of lease term or earlier termination of the Lease Deed, an advance written notice of Six (06) months shall be served by THE LESSEE. 


 

	15)	THE LESSEE currently holds on lease the following office premises in DLF Infinity Towers, Phase III, DLF Cyber City, Gurgaon with M/s DLF Cyber City Developers Limited, the Warm Shell Rent for which is payable as
tabulated below: 


  

					
	For and on behalf of	 		 	For and on behalf of
	DLF Assets Private Limited	 		 	WNS Global Services Private Limited
			
	/s/ Amit Grover & Navin Kedia	 		 	/s/ Ronald D’Mello
	Authorized Signatories	 		 	Authorized Signatory

  
 8










							
	 Super Built up Area (sq.ft.)
	  	 Tower
	  	Current Warm Shell Rent
(Rs. per sq.ft. per month)	  	 Lease Expiry Date(s)/

Current Warm Shell Rent
payable till

	 38,576
	  	A	  	34.50/-	  	30th April, 2014
	 52,419
	  	B	  	34.50/-	  	31st May, 2014
	 51,244
	  	C	  	34.50/-	  	31st March, 2015

 And, the following arrangement is agreed between the Parties for the Demised Premises as covered and more
particularly detailed in the Annexure C-I(a) of this LOI, and shall be effective once the Lease Deed is signed for the Demised Premises. 
  

							
	 Super Built up Area (sq.ft.)
	  	Warm Shell Rent
(Rs. per sq.ft. per month)	  	 Rent Commencement Date
	  	 Warm Shell Rent

payable till

	 51,244
	  	34.50/-	  	1st June, 2014	  	31st March, 2015
	 51,409
	  	41.00/-	  	1st June, 2014	  	30th April, 2017

 It is agreed between the Parties that in case of delay in date of Occupation i.e. commencement of operations
of THE LESSEE in the Demised Premises beyond 1st June, 2014 but not later than 31st July, 2014 in any case, THE LESSEE shall be
liable to pay Warm Shell Rent along with all other charges for DLF Infinity Tower space, as tabulated below: 
  

							
	 Super Built up Area (sq.ft.)
	  	 Tower
	  	Warm Shell Rent beyond
Lease Expiry Date(s)
(Rs. per sq.ft. per month)	  	 Warm Shell Rent payable till

	 38,576
	  	A	  	39.67/-	  	31st July, 2014
	 52,419
	  	B	  	39.67/-	  	31st July, 2014
	 51,244
	  	C	  	34.50/-	  	31st July, 2015

 However, it is made clear between the Parties that 

 

	 	i)	The Warm Shell Rent for the Demised Premises shall commence from 1st June, 2014 irrespective of any delay in date of Occupation i.e. commencement of operations
of THE LESSEE in the Demised Premises. 

  

	 	ii)	Irrespective of the date of Occupation i.e. commencement of operations of THE LESSEE in the Demised Premises; the lease for the space under lease at DLF Infinity Tower shall stand terminated w.e.f. 1st August, 2014 and become invalid, ineffective and incapable of enforcement in any manner whatsoever and THE LESSEE shall be left with no right, title or interest in respect of the lease of the
entire space at DLF Infinity Tower. 

  

	 	iii)	The security deposits paid by THE LESSEE under the lease deeds for the space at DLF Infinity Tower shall be refunded to THE LESSEE, without any interest, once THE LESSEE clears all its dues under the lease deeds and
surrenders peaceful, vacant and physical possession of the entire premises, subject to adjustment of outstanding dues, if any. 


  

					
	For and on behalf of	 		 	For and on behalf of
	DLF Assets Private Limited	 		 	WNS Global Services Private Limited
			
	/s/ Amit Grover & Navin Kedia	 		 	/s/ Ronald D’Mello
	Authorized Signatories	 		 	Authorized Signatory

  
 9










	16)	THE LESSEE currently holds on lease approx. 35,215 sq. ft. of super built-up area at part 9th Floor, Block 3, DLF IT Park @ Chennai, for which the Lock-in period
shall expire on 31st March, 2015. 

 THE LESSOR agrees to waive off
the aforesaid Lock-in period from 1st April, 2014 till 31st March, 2015 upon execution and registration of Lease Deed for the Demised
Premises and upon receipt of all deposits under the Lease Deed. Also, the deposits paid by THE LESSEE towards the aforesaid space would be adjusted against the deposits payable by THE LESSEE for the Demised Premises, and the balance shall be paid by
THE LESSEE. 
  

	17)	THE LESSOR agrees to separately provide fit-out rentals cost estimation and calculations basis the design brief already shared by THE LESSEE with THE LESSOR so that THE LESSEE can take appropriate decision of executing
fit outs through THE LESSOR in a mutually agreed time frame. 

 In case THE LESSEE elects THE LESSOR to undertake the fit-outs,
the Parties agree to execute a separate agreement/ addendum stating the terms and conditions thereto and the following arrangement is agreed between the Parties for the Demised Premises: 

 

							
	 Super Built up Area (sq.ft.)
	  	Warm Shell Rent
(Rs. per sq.ft. per
month)	  	
Warm Shell Rent
Commencement Date
	  	
Date of handover of Demised
Premises with Fit-outs/

Fit-out Rent Commencement
Date

	 51,244
	  	34.50/-	  	1st June, 2014	  	1st June, 2014
	 51,409
	  	41.00/-	  	1st June, 2014	  	1st June, 2014

 The Rent Commencement Date shall be the date of handover of Demised Premises with Fit-outs which shall be the
date when THE LESSOR completes their scope of work and intimates THE LESSEE regarding the same. 
 It is agreed between the Parties that in
case of delay in handing over of Demised Premises with fit-outs by THE LESSOR beyond 1st June, 2014, the Rent Commencement for Warm Shell Rent and Fit-out Rent for the Demised Premises shall
be postponed to the date of such handover i.e. 1 day by each such day of delay. 
 However, THE LESSEE shall continue to pay the Warm Shell
Rent and other charges for the entire space in DLF Infinity Tower till 31st July, 2014 during such period, as tabulated below: 

 

							
	 Super Built up Area (sq.ft.)
	  	 Tower
	  	Warm Shell Rent beyond
Lease Expiry Date(s)
(Rs. per sq.ft. per month)	  	 Warm Shell Rent

payable till

	 38,576
	  	A	  	39.67/-	  	31st July, 2014
	 52,419
	  	B	  	39.67/-	  	31st July, 2014
	 51,244
	  	C	  	34.50/-	  	31st July, 2015


  

					
	For and on behalf of	 		 	For and on behalf of
	DLF Assets Private Limited	 		 	WNS Global Services Private Limited
			
	/s/ Amit Grover & Navin Kedia	 		 	/s/ Ronald D’Mello
	Authorized Signatories	 		 	Authorized Signatory

  
 10









 Irrespective of the date of handover of Demised Premises with fit-outs; the lease for the space
under lease at DLF Infinity Tower shall stand terminated w.e.f. 1st August, 2014; and become invalid, ineffective and incapable of enforcement in any manner whatsoever and THE LESSEE shall be
left with no right, title or interest in respect of the lease of the entire space at DLF Infinity Tower. 
 The security deposits paid by THE
LESSEE under the lease deeds for the space at DLF Infinity Tower shall be refunded to THE LESSEE, without any interest, once THE LESSEE clears all its dues under the lease deeds and surrenders peaceful, vacant and physical possession of the entire
premises, subject to adjustment of outstanding dues, if any. 

  

					
	For and on behalf of	 		 	For and on behalf of
	DLF Assets Private Limited	 		 	WNS Global Services Private Limited
			
	/s/ Amit Grover & Navin Kedia	 		 	/s/ Ronald D’Mello
	Authorized Signatories	 		 	Authorized Signatory

  
 11









 Annexure C-II 

EXPANSION OPTION FOR THE LESSEE 
 FIRST
RIGHT OF REFUSAL (FRR) (Hereinafter referred to as the ‘FRR’ as the case may be). 
 The details of the option are as below: 

 

											
	       Area
(sq.ft.)      
	 	 Floor
	 	 Block
	 	 Type of option
	 	 Option

Commencement Date
	 	 Option Expiry Date

	 9,141
	 	11th	 	A2	 	FRR	 	1st June, 2014	 	31st May, 2015
	 22,343
	 	11th	 	A3	 	FRR	 	1st June, 2014	 	31st May, 2015

 THE LESSEE shall provide notice for exercising the FRR as per the format annexed in the subsequent Lease Deed to be executed
between the parties. In the event of failure to provide such notice by the Option expiry date, the aforesaid FRR shall lapse. 
 The Lease and Rent
Commencement Date of the FRR space shall commence from the date of exercise of the FRR. 
 The Lease Deed for the FRR space to be signed within 7 days from
the date of notice of exercise of the FRR on the same format as original lease executed between the Parties for the Demised Premises. 
 The Rent escalation
for the FRR space will be along with the Rent escalation for the Demised Premises, as detailed in Annexure C-I(a) of this LOI. All other terms and conditions will remain same as that of Demised Premises except any rent-free period agreed for
the Demised Premises. 

  

					
	For and on behalf of	 		 	For and on behalf of
	DLF Assets Private Limited	 		 	WNS Global Services Private Limited
			
	/s/ Amit Grover & Navin Kedia	 		 	/s/ Ronald D’Mello
	Authorized Signatories	 		 	Authorized Signatory

  
 12









 ANNEXURE T-I 

FLOOR PLAN OF THE DEMISED PREMISES 

(Highlighted area) 

Entire 8 & 9th Floors, Block A2 & A3 

 
 



 

  

					
	For and on behalf of	 		 	For and on behalf of
	DLF Assets Private Limited	 		 	WNS Global Services Private Limited
			
	/s/ Amit Grover & Navin Kedia	 		 	/s/ Ronald D’Mello
	Authorized Signatories	 		 	Authorized Signatory

  
 13









 Part of 11th Floor, Block A2

  
 



 

  

					
	For and on behalf of	 		 	For and on behalf of
	DLF Assets Private Limited	 		 	WNS Global Services Private Limited
			
	/s/ Amit Grover & Navin Kedia	 		 	/s/ Ronald D’Mello
	Authorized Signatories	 		 	Authorized Signatory

  
 14









 ANNEXURE T-II 

MONTHLY MAINTENANCE AND SERVICE EXPENDITURE (INDICATIVE) 

 

	A.	The expected monthly maintenance and service expenditure shall be 1.20 times the sum total of the following expenditure calculated on sq.ft. of Super Built – up area basis and shall be charged every month. The
expenditure shall include but shall not be limited to the following: 

  

	1.	Annual maintenance contracts, Service contract expenditure including taxes & statutory levies as applicable, lease rental and other charges for operation and maintenance of all electro-mechanical equipments and
all other equipment installed and to be additionally installed by THE LESSOR/ maintenance agency. 

  

	2.	Cost of water for all purposes. 

  

	3.	Cost of electricity for central air-conditioning (excluding AHUs) and all services provided including in the parking, common and external areas. 


 

	4.	Cost of maintenance of landscaped areas, compound wall, tube well, electrification sewerage, roads and paths and any other services within the boundary of the said Plot. 


 

	5.	Cost of maintenance, cleaning, painting and necessary replacements of a revenue nature in common areas including cost of maintenance of basements and common services therein. 


 

	6.	Cost of security services. 

  

	7.	Cost of administrative staff, maintenance staff of the building and the manager directly related to the maintenance of the building. 


 

	8.	Cost of all consumables for all services in common areas. 

  

	9.	Annual fees of various authorities. 

  

	10.	Cost of diesel and lubricants etc. for DG sets and cost of gas and lubricants etc. for gas generators and air conditioning systems etc. 


 

	11.	Cost of all replacements/ refurnishing of parts of various equipments used in maintenance services. 

  

	12.	Cost of augmentation/ upgradations/ replacement/ deployment of existing and additional security/ fire/ other electromechanical systems acquired through leasing/ amortization/ rental basis. 


 

	13.	Cost of expenses incurred on infrastructure in and around the said Building. 

  

	14.	Cost of insurance of Building and fitouts when fitted out space is provided. 


  

					
	For and on behalf of	 		 	For and on behalf of
	DLF Assets Private Limited	 		 	WNS Global Services Private Limited
			
	/s/ Amit Grover & Navin Kedia	 		 	/s/ Ronald D’Mello
	Authorized Signatories	 		 	Authorized Signatory

  
 15










	15.	Township maintenance charges till the services of the colony are handed over to a local body or authority. 

  

	16.	Depreciation/ sinking fund /lease rentals of all electro-mechanical equipments, including but not limited to chillers, D.G. Sets and lifts. 


 

	17.	Maintenance Charges for Car Parking Spaces. 

  

	18.	Any expenditure incurred on personnel, administrative and any other related cost of the custom/excise staff posted at SEZ operations. 


 

	B.	Cost of exclusive services, if any, provided to THE LESSEE shall be extra. 

  

	C.	Service Tax and other taxes, as applicable, shall be additional. 


  

					
	For and on behalf of	 		 	For and on behalf of
	DLF Assets Private Limited	 		 	WNS Global Services Private Limited
			
	/s/ Amit Grover & Navin Kedia	 		 	/s/ Ronald D’Mello
	Authorized Signatories	 		 	Authorized Signatory

  
 16









 ANNEXURE T-III 

AREA DEFINITIONS & WARM SHELL DEFINITION 

TENTATIVE SUPER BUILT UP AREA CALCULATIONS 
 BLOCK
‘A2’, DLF IT SEZ SILOKHERA 
  

																																	
	 FLOOR / OFFICE NO.
	  	OFFICE AREA	 	  	TERRACE AREA	 	  	SUPER AREA	 	  	TOTAL SUPER
BUILT UP AREA	 
	  	(SQM)	 	  	(SFT)	 	  	(SQM)	 	  	(SFT)	 	  	(SQM)	 	  	(SFT)	 	  	(SQM)	 	  	(SFT)	 
	 EIGHTH/ 8F
	  	 	1660.582	  	  	 	17875	  	  	 	—  	  	  	 	—  	  	  	 	2075.728	  	  	 	22343	  	  	 	2075.728	  	  	 	22343	  
	 NINETH/ 9F
	  	 	1660.582	  	  	 	17875	  	  	 	—  	  	  	 	—  	  	  	 	2075.728	  	  	 	22343	  	  	 	2075.728	  	  	 	22343	  
	 TENTH/ 10F
	  	 	1654.718	  	  	 	17811	  	  	 	—  	  	  	 	—  	  	  	 	2068.398	  	  	 	22264	  	  	 	2068.398	  	  	 	22264	  
	 ELEVENTH/11F/2
	  	 	975.340	  	  	 	10499	  	  	 	—  	  	  	 	—  	  	  	 	1219.176	  	  	 	13123	  	  	 	1219.176	  	  	 	13123	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 TOTAL
	  	 	5951.222	  	  	 	64060	  	  	 	—  	  	  	 	—  	  	  	 	7439.03	  	  	 	80073	  	  	 	7439.03	  	  	 	80073	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 

 The Super built up area shall be the sum of Office area of the said premises and its prorata share of Common areas in the
entire said building i.e., Block A2. 
 Whereas the Office area of the said premises shall mean the entire area enclosed by its periphery walls including
area under walls, wall cladding, columns, half the area of walls common with other premises etc. which form integral part of said premises and prorata share of common corridor, AHU and electrical rooms for offices on this floor. Common area shall
mean all such parts / areas in the said building which M/s WNS Global Services Private Limited / Occupants of the said premises shall use by sharing with other Allottees / Occupants in the said building including entrance canopy and lobby,
stilt area, atrium, corridors and passages, common toilets, area of cooling towers, security / fire control room(s), lift shafts, all electrical shafts. D.G. shafts, AC shafts, pressurisation shafts, plumbing and fire shafts or all floors and rooms,
staircases, mumties, refuge areas, lift machine rooms, water tanks, electric substation and transformers. In addition entire services area in basement including but not limited to D.G. set rooms, AC plant room underground water and other storage
tanks, pump rooms, maintenance and service rooms, fan rooms and circulation areas etc. shall be counted towards common area. 

  

					
	For and on behalf of	 		 	For and on behalf of
	DLF Assets Private Limited	 		 	WNS Global Services Private Limited
			
	/s/ Amit Grover & Navin Kedia	 		 	/s/ Ronald D’Mello
	Authorized Signatories	 		 	Authorized Signatory

  
 17









 TENTATIVE SUPER BUILT UP AREA CALCULATIONS 

BLOCK ‘A3’, DLF IT SEZ SILOKHERA 
  

																																	
	 FLOOR / OFFICE NO.
	  	OFFICE AREA	 	  	TERRACE AREA	 	  	SUPER AREA	 	  	TOTAL SUPER
BUILT UP AREA	 
	  	(SQM)	 	  	(SFT)	 	  	(SQM)	 	  	(SFT)	 	  	(SQM)	 	  	(SFT)	 	  	(SQM)	 	  	(SFT)	 
	 EIGHTH/ 8F
	  	 	1666.426	  	  	 	17937	  	  	 	—  	  	  	 	—  	  	  	 	2083.033	  	  	 	22422	  	  	 	2083.033	  	  	 	22422	  
	 NINETH/ 9F
	  	 	1666.426	  	  	 	17937	  	  	 	—  	  	  	 	—  	  	  	 	2083.033	  	  	 	22422	  	  	 	2083.033	  	  	 	22422	  
	 TENTH/ 10F
	  	 	1660.563	  	  	 	17874	  	  	 	—  	  	  	 	—  	  	  	 	2075.704	  	  	 	22343	  	  	 	2075.704	  	  	 	22343	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 TOTAL
	  	 	4993.415	  	  	 	53748	  	  				  				  	 	6241.770	  	  	 	67187	  	  	 	6241.770	  	  	 	67187	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 

 The Super built up area shall be the sum of Office area of the said premises and its prorata share of Common areas in the
entire said building i.e., Block A3 
 Whereas the Office area of the said premises shall mean the entire area enclosed by its periphery walls including
area under walls, wall cladding, columns, half the area of walls common with other premises etc. which form integral part of said premises and prorata share of common corridor, AHU and electrical rooms for offices on this floor. Common area shall
mean all such parts / areas in the said building which M/s WNS Global Services Private Limited / Occupants of the said premises shall use by sharing with other Allottees / Occupants in the said building including entrance canopy and lobby, stilt
area, atrium, corridors and passages, common toilets, area of cooling towers, security / fire control room(s), lift shafts, all electrical shafts, D.G. shafts, AC shafts, pressurisation shafts, plumbing and fire shafts on all floors and rooms,
staircases, mumties, refuge areas, lift machine rooms, water tanks, electric substation and transformers. In addition entire services area in basement including but not limited to D.G. set rooms. AC plant room underground water and other storage
tanks, pump rooms, maintenance and service rooms, fan rooms and circulation areas etc. shall be counted towards common area. 
 “Warm Shell” shall
mean Bare Shell with complete building atriums, all fittings, air conditioning ducts, electrical distribution and fire fighting, electricity provisions on each floor up to the shaft, 100% power back up including power back up for air conditioning
system and back up air conditioning provision for the office area up to Air Handling Unit (AHU) on each floor. 
 “Bare Shell” shall mean the
built up structures with lift lobbies, external facades, fire suppression system as per building norms, cement flooring, no plaster on concrete columns, walls or ceiling except on brick walls. 

  

					
	For and on behalf of	 		 	For and on behalf of
	DLF Assets Private Limited	 		 	WNS Global Services Private Limited
			
	/s/ Amit Grover & Navin Kedia	 		 	/s/ Ronald D’Mello
	Authorized Signatories	 		 	Authorized Signatory

  
 18