EX-4.2 Lease Deed



 





Exhibit
4.2



LEASE DEED



THIS LEASE DEED (‘Lease Deed’) is made at Gurgaon on this 25th day of January 2006




BETWEEN



M/s DLF
Cyber City, a partnership firm duly registered under the Indian Partnership Act,
1932 having its office at 1-E, Jhandewalan Extension, 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 the said M/s DLF Cyber City and all the partners for the time being
constituting the Firm and their respective legal representatives, administrators, heirs, executors,
successors and assigns) acting through its signatory, Mr A S Minocha vide authorization dated 18 5
2004 of the FIRST PART




AND



M/s. WNS Global Services (P) Ltd a company incorporated under the Companies Act, 1956
and presently having its registered office in India at Gate 4, Godrej & Boyce Complex,
Pirojshanagar, Vikhroli (W) Mumbai 400 079 (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 its successors and assigns) through its signatory Mr Amit Bhatia vide Board resolution
dated 7th February 2005 of the OTHER PART



(Both THE LESSOR and THE LESSEE are collectively referred to as “the Parties”)




 









 









	A	 	WHEREAS M/s DLF Universal Limited and M/s DLF Housing and
Construction Limited, companies
incorporated under the Companies Act, 1956, having their registered offices at 3rd
floor, Shopping Mall, Arjun Marg, Phase — I, DLF City, Gurgaon, Haryana owned an undivided plot of
land (as shown in plan attached) in Phase-II, DLF City, Tehsil and District Gurgaon, more fully
described in Annexure-III (hereinafter referred to as the “said Plot”) reserved and approved for
office use pursuant to the layout plan approved by Director, Town and Country Planning, Government
of Haryana, Chandigarh under the Haryana Development and Regulation
of Urban Areas Act, 1975;
	 
	B	 	AND WHEREAS DLF Universal Limited then was in the process of constructing multi storied buildings
on the said plot and on January 7, 2004, M/s DLF Universal Limited and M/s DLF Housing &
Construction Limited brought the undivided ownership of the said plot along with constructions made
thereon in the common stock of the partnership firm, namely M/s DLF Cyber City on January 7, 2004
vide a Memorandum of Partnership executed on January 27, 2004;
	 
	C	 	AND WHEREAS the said Plot along with constructions made thereon ceased to be the property of M/s
DLF Universal Limited and M/s DLF Housing and Construction Limited and became the absolute
property of the partnership firm ‘DLF Cyber City’ on the
date of January 7 2004;
	 
	D	 	AND WHEREAS THE LESSOR is constructing multi-storeyed buildings comprising of three towers namely
A, B & C with basements named as “Infinity Towers” (hereinafter referred to as the “said Building”)
prescribed use whereof is offices with basements for parking and services in accordance with the
building plans as approved by the Director Town & Country
Planning Department, Government of
Haryana, Chandigarh;
	 
	E	 	AND WHEREAS THE LESSOR is seized and possessed of the said Plot and the building constructed
thereon and is competent to lease office spaces in the said Building
on the said Plot;
	 
	F	 	AND WHEREAS based on the above representations made by THE LESSOR and after due inspection and
verification of the said Plot, approved building plans, ownership record of the said Plot and
other documents relating to the title, competency and all other relevant details THE LESSEE is
satisfied in all respects with regard to the right title and authority of THE LESSOR to enter into
this Lease Deed;
	 
	G	 	AND WHEREAS THE LESSEE has approached THE LESSOR to take on lease and THE LESSOR has agreed to
give on lease, office space in the said Building as per detailed terms stipulated in this Lease
Deed and Annexures I to X annexed hereto;
	 
	H	 	AND WHEREAS both the Parties have agreed to enter into this Lease Deed on the terms and
conditions stipulated in this Lease Deed and Annexures I to X
annexed hereto.





NOW THEREFORE IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:-





	1	 	THE LESSOR hereby leases out to THE LESSEE and THE LESSEE takes on lease from the Lease
Commencement Date (as specified in Annexure-II ), office space admeasuring an aggregate super built
up area of 4760.69 sq mtrs (51,244 sq ft) in the said Building as more detailed in Annexure — II
(hereinafter referred to as the “Demised Premises” ), the area calculations for which are defined
in Annexure — IV to this Lease Deed and obtains the right to use only the common areas in the said




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	 	 	Building/said Plot to be used by THE LESSEE together with other occupants in the said
Building and the right to park in terms of this Lease Deed, cars in
the car parking spaces earmarked in the basement(s)/surface by THE LESSOR and the right to use only, along
with other occupants in the said Building, areas in the basement reserved for common
services and common circulation.
	 
	2	 	The rent as specified in this Lease Deed shall commence from the Date of Rent
Commencement as specified in Annexure — II.
	 
	 	 	The car parking space charges, maintenance and other charges as specified in this Lease
Deed shall commence from the Date of Possession which date shall hereinafter be
alternatively referred to as the ‘Date of Lease Commencement’ as specified in
Annexure — II.
	 
	 	 	The detailed calculations of rent, car parking space charges & security deposits
payable by THE LESSEE during the period of lease are given in Annexure — V to this
Lease Deed separately, which forms part and parcel of this Lease Deed.
	 
	3	 	During Lock-in-period as given in Annexure  — II ( the “Lock-in period”), starting
from the Date of Lease Commencement. THE LESSEE shall not be entitled to terminate the
Lease Deed during this period. THE LESSEE can terminate the Lease Deed without cause at
any time after the expiry of the Lock-in period of lease by giving notice in writing or
payment of rent and other dues in lieu of the notice to THE LESSOR as per the notice
period mentioned in Annexure—II. In the event of THE LESSEE terminating the Lease Deed
before the expiry of Lock- in period, THE LESSOR shall also be entitled to payment of
rent, car parking space charges and maintenance charges, taxes, etc., if any, for the
entire unexpired period of the Lock- in- period, from THE LESSEE. THE LESSOR’s sole right
of terminating this Lease Deed shall be as contained in Annexure — I— Clause 39.
	 
	4	 	THE LESSOR shall charge and THE LESSEE shall pay an initial rent of Rs 30/- (Rupees
Thirty only) per sq. ft. per month as more detailed in Annexure—II on the super built- up
area of the Demised Premises to be paid fully without any and all deductions whatsoever
except deduction of income — tax at source, if applicable.
	 
	5	 	In addition to the rent payable for the Demised Premises as stipulated in this Lease
Deed, THE LESSEE shall also be liable to bear and pay on its sole account the entire part
of any and all levies, duties, taxes on property, charges, rates, cesses, fees, wealth-tax
etc. imposed demanded by the Central or the State Government / any
local body / all other authorities and all increases and/or fresh impositions thereof as applicable and
attributable to the said Plot / said Building / Demised Premises on and from the Date of
Possession. THE LESSEE shall also be liable to fulfill any and all procedural requirements
as may be prescribed by the Central or the State Government/any local body/all other
authorities in connection with the subject matter hereof.
	 
	6	 	In the event, any such fresh imposition and/or increase as stated above in Clause 5
hereof is levied retrospectively, the liability of THE LESSEE shall relate only to the
period on and from the Date of Permission and the same shall not be deductible /
adjustable from the rent and other sums due and payable by THE LESSEE to THE LESSOR in
terms of this Lease Deed. All such fresh impositions and/or increases as above stated
shall be paid by THE LESSEE to THE LESSOR within fifteen (15) days of written demand by
THE LESSOR to THE LESSEE, giving details thereof duly supported with copies of the
relevant documents, if any, from the Central or State Government/local body / any and all
authorities as the case may be. In the event any all such levies, duties, taxes on
property, charges, rates, cesses, fees, wealth tax, etc., referred to above and/or such
fresh imposition and/or increase is payable by THE




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	 	 	LESSEE to the Central or State Government/ local body/any and all authorities as the case may be,
THE LESSEE shall pay the same immediately upon the same becoming due. Any default made by it in such
payment shall be entirely at its own risk and penalties thereby accruing will be entirely borne and
paid by it.
	 
	7	 	At present various services, facilities within the said Plot / said Building/Demised Premises and
civic amenities in the DLF City where the Demised Premises/said Building are located are being
maintained by DLF Services Limited (“DSL”), the
nominee of THE LESSOR Maintenance services are as set out in Annexure
— VI to this Lease Deed, charges of which are payable to DSL
or any other nominees / assigns of THE LESSOR as per bills raised by them
calculated at 12 times the actual expenditure. Additional charges towards service tax(es) as
applicable, shall also be payable by THE LESSEE.
	 
	 	 	However, the maintenance charge are charged for normal office
operations i.e. from 8:00 AM to 8:00 PM
(Monday to Friday) and from 8:00 AM to 2:00 PM on Saturdays. For working beyond normal office hours,
additional charges will be based on cost plus 20% and in case there are other offices operational
during that time, the cost for the same will be shared
proportionately. The maintenance charges
shall be subject to deduction of income-tax at source as applicable
	 
	 	 	Notwithstanding anything contained in the Lease
Deed/Annexures to the Lease Deed, the maintenance
charges for the initial twelve (12) months shall be capped @Rs 21 per
sq ft per month on the super
built-up area for 24 * 6 operations and Rs 23 per sq ft per month on the super built-up area for
24*7 operations. These estimated maintenance charges are charges as on
1st Jan 2005 and will change subject to variation in the cost of any
of the components of the maintenance charges i.e. electricity rates,
petroleum products, taxes, wages and salaries at any point of time.
	 
	 	 	The Service Tax as applicable shall be additional.
	 
	8	 	THE LESSEE agrees that, in consideration of THE LESSOR granting lease and THE LESSEE in
consideration of taking on lease the Demised Premises and due performance of all its obligations
stipulated in this Lease Deed, THE LESSEE shall pay and always maintain with THE LESSOR during the
entire term of the Lease Deed, an interest free refundable deposit (“Interest Free Refundable
Security Deposit”) for an amount as mentioned in
Annexure—II.
	 
	9	 	The entire sum as mentioned in Annexure — II being the the Interest Free Refundable Security
Deposit shall be paid by THE LESSEE on signing of the Lease Deed.
	 
	10	 	Upon increase in rent as mentioned in Annexure — II, the aforesaid Interest Free Refundable
Security Deposit shall automatically stand increased proportionately
as mentioned in Annexure — II. The increased amount of Interest Free Refundable Security Deposit
shall be paid by THE LESSEE along with the rent due for the month succeeding the month in which the term of the
Lease Deed is renewed.
	 
	11	 	The entire amount paid by THE LESSEE as Interest Free Refundable Security Deposit
during the lease period shall be kept by THE LESSOR which shall be refunded by THE LESSOR
to THE LESSEE without any interest upon THE LESSEE surrendering peaceful, vacant and
physical possession of the Demised Premises in bare shell condition on expiry or earlier
termination of this Lease Deed, if any and subject to adjustment of arrears of rent and
any other sum, if any, due and payable under this Lease Deed as
renewed from time to time.




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	12	 	On Lease Commencement Date THE LESSEE agrees to pay to THE LESSOR an amount as mentioned in
Annexure — II as Interest Free Refundable Maintenance Security Deposit which shall be refunded to
THE LESSEE upon surrendering peaceful, vacant and physical possession of the Demised Premises in
bare shell condition and after adjustment of any amount due from THE LESSEE on account of
maintenance and other charges under this Lease Deed and of any amount due from THE LESSEE to THE
LESSOR and any adjustments, deductions or reimbursement for any damages suffered by THE LESSOR on
account of any default or breach of any obligation by THE LESSEE under this Lease Deed.
	 
	13	 	THE LESSEE agrees, in consideration of THE LESSOR granting right to use car parking spaces as
mentioned in Annexure — II earmarked in the basement(s)/surface (plan attached as Annexure — VII
to this Lease Deed) to perform all its obligations under this Lease Deed pertaining to use of car
parking spaces.
	 
	14	 	THE LESSEE shall not have the right to terminate this Lease Deed hereby granted and vacate the
Demised Premises until the expiry of the Lock-in period as mentioned in Annexure — II starting
from the Date of Lease Commencement. Thereafter, THE LESSEE shall have an option to renew the Lease
Deed for such terms as mentioned in Annexure — II by giving six (6) months’ advance notice in
writing prior to the expiry of the first term of the Lease Deed and upon exercise of renewal
option, THE LESSOR shall execute and cause the renewed Lease Deed to be registered, at the cost of
THE LESSEE, and the renewed Lease Deed shall be on the same lines hereof except only that the rent
(and correspondingly, the security deposits and car parking charges, if any) shall be enhanced as
mentioned in Annexure — II. THE LESSEE agrees that in case THE LESSEE terminates the Lease Deed
prior to the expiry of Lock- in -period as mentioned in Annexure — II to this Lease Deed, then THE
LESSEE shall be liable and hereby authorises THE LESSOR to deduct from the deposits lying with THE
LESSOR, the entire rent and other sums due and payable under this Lease Deed for the unexpired
period of the Lock- in- period and other sums due and payable under this Lease Deed on that date. Further, THE LESSEE undertakes to pay the balance, if any, remaining after such adjustment on or
before the expiry of notice of termination.
	 
	15	 	After the said Lock-in period, THE LESSEE may terminate the lease by giving six (6) months’
prior notice in writing to THE LESSOR or by payment of proportionate equivalent rent and all other
charges / sums stipulated under this Lease Deed in lieu of the notice. Upon the expiry of six (6)
months from the date of notice, as aforesaid, the lease shall stand terminated subject to THE
LESSEE paying THE LESSOR till the date of vacation of the Demised Premises, the entire rent, car
parking charges, maintenance charges, taxes etc as set out in this Lease Deed and handing over
vacant, peaceful physical possession of the Demised Premises.
	 
	 	 	That upon the expiry of initial lease period as mentioned in Annexure — II or upon expiry or
earlier termination during the renewed period as stipulated above, this Lease Deed will expire and
come to an end subject to THE LESSEE paying to THE LESSOR till the date of vacation of the Demised
Premises, the entire rent, car parking space charges, maintenance charges, other charges, taxes etc as set out in this Lease Deed and handing over
vacant, peaceful physical possession of the Demised Premises. If THE LESSEE fails to pay as
aforesaid or hand over peaceful and vacant physical possession of the Demised premises on the date
of expiry of the last day of lease, THE LESSEE agrees to pay to THE LESSOR damages calculated @ Rs
1,53,732/- (Rupees One Lac Fifty Three Thousand Seven Hundred and Thirty Two only) per day for
occupation of the Demised Premises by THE LESSEE and in such an
event. THE LESSEE hereby authorises
THE LESSOR to withhold without any interest the refund of all the refundable security deposits
lying with THE LESSOR. THE LESSEE further agrees and authorises THE LESSOR in the event of such




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	 	 	occupation of the Demised Premises exceeding a period of three (3) months beyond the
expiry or last day of earlier termination of the lease, to forfeit all the refundable
security deposits lying with THE LESSOR and in addition to continue to be liable and
pay damages calculated @ Rs 1,53,732/- (Rupees One Lac Fifty Three Thousand Seven
Hundred and Thirty Two only) per day for the number of days of such occupation beyond
the expiry or earlier termination of the Lease Deed.
	 
	16	 	Simultaneous to THE LESSEE paying all its dues under this Lease Deed and delivering
peaceful, vacant and physical possession of the Demised Premises on or before the last day
of the validity of the Lease Deed. THE LESSOR shall refund all refundable security
deposits without any interest under this Lease Deed deposited by THE LESSEE after
adjustment of outstanding dues, if any.
	 
	 	 	In case of delay by THE LESSOR in refunding the refundable security deposits, THE
LESSOR shall pay interest to THE LESSEE at the rate of 15% p.a. for
the period of delay.
	 
	17	 	All costs, charges, expenses including penalties payable on or in respect of
execution and registration of this Lease Deed and on all other instruments and deeds to be
executed pursuant to this Lease Deed, shall be borne and paid solely by THE LESSEE who
shall be responsible for compliance of the provisions of Indian Stamp
Act, 1899.
	 
	18	 	The Lease Deed alongwith the Annexures annexed hereto constitutes the entire
agreement between the Parties and revokes and supersedes all previous discussions,
correspondence and deeds between the Parties, if any concerning the matters covered herein
whether written, oral or implied. This Lease Deed shall not be changed or modified except
written amendment duly agreed by the Parties.
	 
	19	 	The original Lease Deed duly executed and registered in terms of this Lease Deed
shall be retained by THE LESSOR and copy of the same certified to be a true copy will be
provided to THE LESSEE by THE LESSOR. The original Lease Deed shall be produced by THE
LESSOR as and when required by THE LESSEE.
	 
	20	 	Failure of either Party to enforce at any time or for any period of time the
provisions hereof shall not be construed to be waiver of any provisions or of the right
thereafter to enforce each and every provision hereof.
	 
	21	 	THE LESSOR shall not be held responsible for any consequences or liabilities under
this Lease Deed if it is prevented in performing its obligations under the
terms of this Lease Deed by reason of laws or regulations, action by any local body or
authority, local or otherwise, riots, insurrection, war, terrorist action, acts of God
and unforeseen circumstances beyond its control.
	 
	22	 	The Civil Courts at Gurgaon and Punjab and Haryana High Court at Chandigarh, alone
shall have jurisdiction in all matters arising out of and touching and/or
concerning this transaction.






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	23	 	That this Lease Deed and the rights and obligations of the Parties under or arising out
of this Lease Deed shall be construed and enforced in accordance with
the laws of India.




The terms and conditions agreed between THE LESSOR and THE LESSEE containing interalia a) covenants
and conditions to be observed and performed by THE LESSEE, and b)
covenants and conditions to be observed and performed by THE LESSOR are as per Annexures I and X of this
Lease Deed. These Annexures I to X shall form an integral part of this Lease Deed and shall be
binding on THE LESSOR and THE LESSEE.



IN WITNESS
WHEREOF THE LESSOR M/s DLF Cyber City through its Authorised Signatory Shri A S Minocha
authorised to execute lease deeds etc. This Deed will be presented for registration before the
Registering Authority and got registered by Shri Jasmer Singh S/o Shri Balwant Singh R/o C-68,
Indira Enclave, Neb Sarai, New Delhi 110068, who has been authorised vide resolution dated
15-10-2001 of the company to appear before the registering authority and present for registration,
acknowledge and get registered any deed or documents executed by Shri A S Minocha on behalf of THE
LESSOR.



IN WITNESS WHEREOF the Parties hereto have set their hands and seal to these presents on the day,
month and year first and above mentioned.



SIGNED AND DELIVERED on behalf of the above named DLF Cyber City acting through Mr A S Minocha,
Authorised Signatory



in the present of:




	 	 	 	 	 
	Witnesses:

	 	For and on behalf of	 	 
	 
	 	DLF Cyber City	 	 
	 
	 	 	 	 
	1
	 	 	 	 
	 

	 	/s/ A. S. Minocha
 

(A. S. Minocha)
	 	 
	 

	 	AUTHORISED SIGNATORY	 	 
	 
	 	 	 	 
	2
	 	 	 	 








SIGNED
AND DELIVERED on behalf of the above named M/s WNS Global Services (P) Ltd by its Authorised
Signatory, Mr Amit Bhatia:




In presence of




	 	 	 	 	 
	WITNESSES
	 	 	 	 
	 
	1

	 	For and on behalf of	 	 
	 

	 	WNS Global Services (P) Ltd.	 	 
	 
	 	 	 	 
	 

	 	/s/ Amit Bhatia
 

(Amit Bhatia)
	 	 
	2

	 	AUTHORISED SIGNATORY	 	 






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ANNEXURES




	 	 	 	 	 
	I

	 	—
	 	Detailed Terms and Conditions between

THE LESSOR and THE LESSEE
	 
	 	 	 	 
	II

	 	—
	 	Commercial Terms and Conditions
	 
	 	 	 	 
	III

	 	—
	 	Description of the Plot
	 
	 	 	 	 
	IV

	 	—
	 	Super area calculations
	 
	 	 	 	 
	V

	 	—
	 	Statement of rent, Interest Free Refundable Security
Deposit, Interest Free Refundable Maintenance Security
Deposit, payable by THE LESSEE to THE LESSOR during the lease
period
	 
	 	 	 	 
	VI

	 	—
	 	Maintenance charges
	 
	 	 	 	 
	VII

	 	—
	 	Car parking spaces earmarked for use by THE LESSEE
	 
	 	 	 	 
	VIII

	 	—
	 	Specifications
	 
	 	 	 	 
	IX

	 	—
	 	Conditions of the Demised Premises at the time of handover for
occupation
	 
	 	 	 	 
	X

	 	—
	 	THE LESSEE’s responsibility during interior fitouts work, additions/modifications/alterations
of interior works and during the Lease Tenure/Lease Renewal






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ANNEXURE-I



Terms
and conditions forming an integral part of the Lease Deed dated 25th January 2006
between DLF Cyber City and WNS Global Services (P) Ltd, while not derogating from the mutual
promises set out therein:




COVENANTS AND CONDITIONS TO BE OBSERVED AND PERFORMED BY THE LESSEE:





	1	 	To pay to THE LESSOR or its nominees/permitted assigns by cheque / bank draft/transfer
payable at New Delhi the rent and all other sums payable under this Lease Deed on the
1st day of each calendar month (due date) but not later than the 7th
day, in advance for the month in respect of which such sums are payable.
	 
	2	 	To be liable to pay interest @15% per annum on all amounts due and payable by THE
LESSEE under this Lease Deed for the period of delay beyond the due date. This is in
addition to the rights of THE LESSOR under Clause 39 of this Annexure-I given hereunder.
	 
	3	 	To pay all amounts agreed to be paid in Clauses 4, 5 and 6 of the Lease Deed, provided,
however, that the liability of THE LESSEE for such payments shall be calculated
proportionately to the super built-up area of the Demised Premises and provided further
that such liability shall commence from the date such revision / imposition/increase is
effective from the Date of Possession or any subsequent date.
	 
	4	 	To pay THE LESSOR or its nominees or assigns including DSL, the actual charges incurred
by THE LESSOR for consumption of electricity and power in the Demised Premises and to pay
by the due date the bills for consumption of power and electricity. In case of meters
provided separately, THE LESSEE shall pay by due date the meter hire and also the bills for
consumption of power and electricity in the Demised Premises as recorded in the meters or as
demanded by THE LESSOR or its nominees or assigns including DSL. In case of there being
common meter(s) for recording the consumption by THE LESSEE jointly with the other tenants
or occupants of the said Building, THE LESSEE shall pay the proportionate cost of power and
electricity charges calculated on the super built-up area of the Demised Premises. THE
LESSOR shall, as and when required provide THE LESSEE with the facility and use of their
stand-by generators as and by way of back up for their internal power and electricity
requirements at 1.2 times of expenditure incurred by THE LESSOR. Provided, however, that THE
LESSEE shall plan and distribute its electrical loads in conformity with the electrical
systems installed by THE LESSOR and get these works executed after due approval in writing
from THE LESSOR. Provided further that, should modifications, additions, alterations be
required in the fire-fighting, electrical and other systems already installed, THE LESSOR
shall, if feasible make such changes and be entitled to recover from THE LESSEE, all additional cost
incurred on this account at 1.2 times of actuals.
	 
	5	 	To carry out day-to-day maintenance of the Demised Premises and the fixtures and
fittings installed therein and the normal maintenance, minor repairs, including painting
and distempering and polishing the interior or the Demised Premises at its own cost.
	 
	6	 	To pay every months in advance, along with the aforesaid rent proportionate charges for
the operation / maintenance / service charge (more specifically detailed in Annexure — VI
) in respect of the central air-conditioning / heating plant, the cost of running,
maintenance and servicing of the service / utility lifts, generators, the cost of cleaning
the said Plot and said Building, maintenance of lawn/grounds, cost of security services,
electricity charges water charges and such other necessary/ancillary expenses of and
incidental to the preservation and maintenance of the said Building and the said Plot in
which the Demised Premises is located and for the adequate




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	 	 	 provision of common services and facilities at 1.2 times of actual expenditure pro rata to the
super built-up area of the Demised Premises.






	7	 	To permit THE LESSOR and its agents at all reasonable hours, but after prior notice in writing to that
effect, to enter into the Demised Premises for the purpose of
inspection or for any other purposes
connected with the Lease Deed.
	 
	8	 	To hand over the Demised Premises together with THE LESSOR’s fixtures and fittings therein, in
good order and condition (reasonable wear and tear excepted) on the expiry/earlier termination of
the Lease.
	 
	9	 	Not to do or permit to be done any act or thing which may render void or voidable any insurance
relating to or in respect of a part or the whole of the said Plot, the said Building or the Demised
Premises, or cause any increase in premium payable in respect thereof.
	 
	10	 	To use the Demised Premises for office purposes only and not to carry on or permit to be carried
on in the Demised Premises or in any part thereof any activities which shall be or are likely to be
unlawful, obnoxious or of nuisance, annoyance or disturbance to other tenants/occupants of the said
Building wherein the Demised Premises are situated or store any goods of hazardous or combustible
nature or which are heavy so as to affect the construction or the
structure of the said Building or
any part thereof or in any manner interfere for common use. The usage of the Demised Premises for
office use shall be unrestricted and uninterrupted and shall be made available at all times of day
and night to THE LESSEE, its employees, servants, representatives, customers, visitors and invitees.
	 
	11	 	Subject to all local laws applicable, THE LESSOR shall, through its architect identify the
location(s) and provide space for internal signage at the atrium/floor occupied by THE LESSEE, as
approved by the architect and THE LESSEE will be allowed to put signage on such location.
	 
	 	 	Further, LESSOR shall through its architect identify the location for the LESSEE to put up its
signage at LESSEE’s cost on the external facade of the
building as and when requested by LESSEE at an
annual charge as mentioned in Annexure II, payable in advance,
subject to availability at the time
of exercising this option.
	 
	 	 	All taxes, duties, rates, cesses, costs and charges relating to the internal / external signage
payable to the authorities concerned shall be borne and paid by THE LESSEE.
	 
	12	 	The Demised Premises shall be used by THE LESSEE only and THE LESSEE undertakes that it shall
not assign, transfer, mortgage, sublet or underlet or grant leave & license or transfer or part
with or share possession in any manner whatsoever, of any portion of the Demised
Premises.
	 
	 	 	However, THE LESSEE shall have the option to sub-let any portion of the Demised Premises to any of
its subsidiaries / group companies, without any approval from THE
LESSOR but with prior written intimation. Further, THE LESSEE shall have the option to
sub-let any portion of the Demised Premises to any third party after obtaining the prior written
approval of THE LESSOR which approval will not be unreasonably withheld and will be given in 5 business days from the date of
receipt of the request. A copy of sub-lease shall be given to THE LESSOR for records purpose by THE
LESSEE.
	 
	 	 	In the event, THE LESSEE merges/amalgamates/consolidates or transfer its assets with/to any entity
on account of any merger/amalgamation/consolidation then a fresh




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	 	 	Lease Deed shall be executed between THE LESSOR and the new entity and all costs, charges,
expenses including penalties, payable on or in respect of execution and registration of the
fresh Lease Deed and on all other instruments and deeds to be executed pursuant to the fresh
Lease Deed, shall be borne and paid solely by new entity/transferee who shall be responsible
for compliance of the provisions of Indian Stamp Act, 1899.
	 
	 	 	However, at all times, including when the Demised Premises are sublet by THE LESSEE in
accordance with the abovestated, THE LESSEE alone shall be responsible for
enforcement/compliance of the terms and conditions of this Lease Deed.






	13	 	THE LESSEE shall not make any structural additions or alterations in the Demised Premises
without prior consent of THE LESSOR in writing.
	 
	14	 	Upon its taking possession of the Demised Premises from THE
LESSOR, THE LESSEE is satisfied
that the construction work as also various installations like electrification work, sanitary
fittings, water, sewerage connections, fire fighting equipment and detection systems etc are
in good working condition and all shortcomings/complaints and defects, if any, have been got
removed and rectified before its taking possession from THE LESSOR and that it shall not
require THE LESSOR to perform any work whatsoever in the Demised Premises (except structural
repairs if any) and there shall be no obligation whatsoever on the part of THE LESSOR to
repair, renovate, improvise or to do anything concerning the Demised Premises, the said
Building and the said Plot in any manner whatsoever.
	 
	15	 	THE LESSOR has provided the fire fighting and fire detection system in accordance with the
Amendment no 3 to the National Building Code of 1983 (SP7): 1983 Part IV on each floor, common
areas and basements of the building.
	 
	 	 	When the Demised Premises are handed over to THE LESSEE for interior fit-out work or when
THE LESSEE carries any additional interior works/modifications/alterations during the Lease
period, THE LESSEE agrees that it shall carry out such work, without altering/tampering
with the fire fighting systems as installed therein. However, any modifications/additions/alterations
to the existing fire fighting system shall be made by THE LESSEE with the prior
written approval of THE LESSOR and by providing alternative and standby fire fighting
system.
	 
	 	 	Any lapse/violation/negligence on the part of THE LESSEE or its contractors/agents during
any such interior works or additions/modifications/alterations resulting in any kind of hazard or fire in
the Demised Premises/Building, loss of life/property including third party, damage to the
Demised Premises/building structure etc and all financial and legal consequences arising
therefrom shall be the sole responsibility of THE LESSEE and shall not impose any legal and
financial liability on THE LESSOR.
	 
	 	 	THE LESSEE’S responsibility during interior fitouts work,
additions/modifications/alterations of interior works and during the Lease Tenure/Lease
Renewal is more specifically detailed in Annexure X hereto.





COVENANTS AND CONDITIONS TO BE OBSERVED AND PERFORMED BY THE LESSOR:





	16	 	During the term of the Lease Deed, THE LESSOR shall at its own cost, design and install a
continuous and proper air conditioning/heating system and shall
maintain the same in good
order and condition and shall operate and run the same to ensure air





11









 











	 	 	conditioning/heating facilities to the Demised Premises throughout the year and shall be entitled
to recover from THE LESSEE, charges on the basis stipulated in this
Lease Deed. Provided, however,
that should THE LESSEE require any changes, additions, alterations, in the system, due to its
interior layouts, THE LESSOR shall, if possible, make such changes and be entitled to recover from
THE LESSEE, all additional costs incurred on this account at 1.2
times of actuals.






	17	 	Except in the event of a mechanical defect and/or electrical failure, THE LESSOR shall
provide air-conditioning / heating facilities to the Demised Premises during the normal office
hours i.e. from 8 a.m. to 8 p.m. on all week days except Saturdays,
Sundays and Public Holidays. On
Saturdays, the air-conditioning will be provided from 8 a.m. to 2
p.m. only. Provided, however, that
on receiving twenty four (24) hours, notice, in writing, should THE LESSEE so require, THE LESSOR,
if possible and permissible, may at the exclusive cost of THE LESSEE, provide air-conditioning
facilities, on the second half of Saturday and also Sundays and/or Public Holidays, calculated at
1.2 times the actual cost incurred on this account, to the Demised Premises beyond the timings
fixed, as aforesaid for the provision of such facilities.
	 
	 	 	However, for the initial 12 months, THE LESSOR shall provide air-conditioning / heating facilities
to the Demised Premises for 24X6 operations on all days except
Sundays and Public Holidays.
	 
	18	 	Except to the extent of a mechanical defect and / or electrical failure, THE LESSOR shall
maintain the lifts in the said Building serving the Demised Premises and operate and run the same
during the normal office hours as specified above, on all week days except on Saturdays, Sundays
and Public Holidays. On Saturdays, the lifts shall operate for first
half of the day only. These
timings shall, however, be subject to such restrictions as may be imposed by any competent authority
in this behalf. One of the lifts in the said Building shall, however, operate even after normal
office hours as well as on second half of Saturdays and also on
Sundays and/or Public Holidays.
	 
	 	 	Provided, however, THE LESSEE may by giving twenty four
(24) hours’ notice in writing, should THE
LESSEE so require, THE LESSOR may provide lift facilities to THE
LESSEE calculated at 1.2 times the
actual cost incurred on this account, beyond the timings fixed as aforesaid for the provision of
such lift facility to the Demised Premises, on the second half of Saturdays and also on Sundays and
Public Holidays.
	 
	 	 	However, for the initial 12 months, THE LESSOR shall
maintain the lifts in the said Building serving
the Demised Premises and operate and run the same for 24X6 operations on all days except Sundays
and Public Holidays.
	 
	19	 	To carry out at its own cost, all major and structural repairs to the Demised Premises and also
to the said Building.
	 
	20	 	To supply and maintain regular supply of electricity and
water to the Demised Premises.
	 
	21	 	To keep the Demised Premises in wind and water tight
condition.
	 
	22	 	To permit to carry out at the cost of THE LESSEE, but without in any way damaging the main
structure of the Demised Premises or the said Building, erection of internal partitions and other
internal alterations and additions which are not visible from outside, as may be necessary for the
business of THE LESSEE provided THE LESSEE shall give prior written intimation of thirty (30) days
to THE LESSOR in writing before commencing such alteration(s) or addition(s), provided, further
that if any such additions or alterations, require the prior approval or permission of any
Municipality or any other local body or authority, local or otherwise, or are governed






12









 






by any rules or regulations. THE LESSEE shall not carry out such additions or alterations or
erections without obtaining the prior permission or approval aforesaid and complying with such
rules and regulations of such Municipal or local body or Government Authority, Provided further,
that THE LESSEE shall upon vacating the Demised Premises remove such fittings and restore the
Demised Premises to THE LESSOR in its original condition excepting reasonable wear and tear.



	23	 	To allow during the term of the Lease Deed, peaceful and uninterrupted enjoyment of
the Demised Premises, subject to THE LESSEE performing all its obligations under this
Lease Deed.




COVENANTS AND CONDITIONS TO BE OBSERVED AND PERFORMED BY THE PARTIES:





	24	 	The super built — up area calculations are as provided
in Annexure — IV hereto. All
payments by THE LESSEE towards rent, interest free security deposit, interest free
maintenance security deposit, maintenance and other charges etc. shall be determined and
payable by THE LESSEE in terms of the final super built-up area to be determined on the
Date of Possession by THE LESSOR.
	 
	25	 	In the event any local body / authority takes over the maintenance of such services
and facilities / amenities and the payment for such services and facilities / amenities of
DLF City (more particularly set out in Annexure — VI) to the local body / authority is to
be made by THE LESSOR, then THE LESSEE agrees to reimburse all such costs and charges as
may be levied in respect of the Demised Premises to THE LESSOR as may be demanded by THE
LESSOR.
	 
	26	 	THE LESSOR has provided electrical wiring only up to the main distribution board on
each floor in the said Building and shall not provide any electric wiring, fixtures, fans,
electric and water meters etc., inside the office spaces which shall be installed by THE
LESSEE at its own cost. Similarly, air conditioning is provided by THE LESSOR up to air
handling unit on each floor of the said Building. The internal distribution system of air
conditioning in the Demised Premises shall be the sole responsibility
of THE LESSEE.
	 
	27	 	THE LESSEE agrees to pay deposit for bulk supply of electricity as mentioned in
Annexure — II, if provided, as and when demanded by DSL / THE LESSOR or its nominees /
assigns. THE LESSEE agrees to reimburse to THE LESSOR / DSL or any other nominees or
assigns, costs, charges, deposits, etc. as may be demanded by Dakshin Haryana Bijli Vitran
Nigam Limited from time to time and paid by THE LESSOR / DSL or its nominee / assign for
arranging bulk electricity supply to the said Plot / said Building / Demised Premises and
such reimbursement is to be payable to THE LESSOR on the basis of proportionate
electricity load provided to the Demised Premises and proportionate load attributable to THE LESSEE in respect of common areas
of the said Plot / said Building. Out of the above sums, any deposit to be refunded by
Dakshin Haryana Bijli Vitran Nigam Limited shall, be refunded by THE LESSOR to THE
LESSEE upon the expiry and / or earlier termination of this Lease Deed and on handing
over the peaceful physical and vacant possession of the Demised Premises by THE LESSEE.
	 
	28	 	The fire fighting and fire detection system which is provided by THE LESSOR in
accordance with Amendment no. 3 to the National Building Code of 1983 (SP7): 1983 Part IV
is limited to installation of sprinklers and fire detection system in the basement(s) and
common areas of the said Building such as lobbies, staircases corridors, etc. and service
shaft for fire fighting and sprinkler services on each floor. If, however, due to any
subsequent legislation, Government orders, directives or




13









 






	 	 	guidelines or due to any change in the National Building Code, additional fire safety
measures are undertaken, then THE LESSEE agrees to pay on demand additional expenditure
incurred thereon for installing additional fire safety measures as determined by THE LESSOR
which shall be final and binding on THE LESSEE. THE LESSEE agrees that it shall at its own
cost and responsibility install fire fighting equipment and systems within the Demised
Premises which shall be in compliance with the fire fighting regulations and safety systems
as prevalent and approved by the Competent Authorities. However, it is made clear that any
lapse on the part of THE LESSEE in installing safe and adequate fire fighting systems within
the Demised Premises or any fire, electrical or otherwise, or any kind of hazard originating
from the Demised Premises shall not impose any legal and financial liability on THE LESSOR
and THE LESSEE agrees to keep THE LESSOR indemnified and harmless in this regard. Similarly
THE LESSEE shall ensure that the internal air-conditioning electrical systems and any other
work done internally within the Demised Premises shall not pose any fire, electrical,
structural, pollution and health hazards. THE LESSEE shall be solely responsible for all legal
and financial consequences arising therefrom and THE LESSEE agrees to keep THE LESSOR
indemnified and harmless in this regard in all respects.
	 
	29	 	If THE LESSEE requires any extra fire fighting systems to he installed in the Demised
Premises, including but not limited to extending fire fighting system in the Demised
Premises, then the same shall be installed by THE LESSOR at 1.2 times of the actual costs, to
be payable by THE LESSEE to THE LESSOR.
	 
	30	 	In the event THE LESSOR suggests additional fire safety measures, though not statutorily
required, for installation by THE LESSEE within the Demised Premises and THE LESSEE fails to
implement THE LESSOR’s suggestion either fully or in part then THE LESSEE alone shall be
liable and responsible for all consequences arising from such
inaction/decision on its part.
	 
	31	 	It is abundantly made clear to THE LESSEE that the cost
incurred by THE LESSEE, during the lease period, to install fire fighting and fire detection systems within the Demised
Premises, shall be to its account solely and shall not be borne or refunded by THE LESSOR or
deducted from the rent payable to THE LESSOR under any circumstances
whatsoever.
	 
	32	 	The specifications and information as to the materials used in construction of the Demised
Premises are set out in Annexure — VIII and any change in the specifications as set out in
Annexure — VIII, if desired by THE LESSEE, shall be
implemented by THE LESSOR at 1.2 times the
actual cost which shall be paid by THE LESSEE to THE LESSOR.
	 
	33	 	THE LESSOR has provided to THE LESSEE car parking spaces in the basement/surface as
earmarked in Annexure — VII subject to payment of rent and maintenance charges as per
details mentioned in Annexure — II In the event additional car parking spaces are required by
THE LESSEE, THE LESSEE shall pay to THE LESSOR additional car parking space charges as may be
mutually agreed between the Parties hereto for every additional car parking space provided by
THE LESSOR, if available, on the same terms and conditions applicable to rent including rate
of escalation, interest free refundable security deposit, maintenance charges stipulated in
this Lease Deed.
	 
	 	 	In the event of THE LESSOR providing electro mechanical system for car parking spaces, the
car parking spaces as earmarked in Annexure — VII may be re-allocated, provided, however, the
number of car parking spaces shall remain the same in terms of this
Lease Deed.




14









 






	34	 	The use of car parking spaces in the basement(s) in the said Building shall be allowed to THE
LESSEE only from 8 a.m. to 8 p.m. from Monday to Friday and from 8 a.m. to 2 p.m. on Saturday
except Sundays and Public Holidays. The above timings shall, however, be subject to such
restrictions as may be imposed by any statutory authority or for security reason. THE LESSEE
shall use the parking spaces only for the purposes of parking its car and for no other use.
THE LESSEE undertakes that it shall not make any constructions on the car parking spaces or
create obstruction of any kind on it or around these spaces to hinder the movement of vehicles
and persons. Further, without prior permission in writing of THE LESSOR overnight parking of
vehicles shall not be permitted for security reasons. Any usage of car parking spaces from 8
p.m. to 8 a.m. on weekdays and after 2 p.m. on Saturdays and any usage thereof on Sundays and
Public Holidays would entail additional charges as determined by THE LESSOR.
	 
	 	 	However, for the initial 12 months, the use of car parking spaces in the basement(s) in the
said Building shall be allowed to THE LESSEE for 24X6 operations on all days except Sundays
and Public Holidays.
	 
	35	 	During the term of the Lease Deed, THE LESSOR shall obtain fire and special peril insurance
coverage of the entire said Building including third-party liability and shall make timely
payment of all insurance premiums. For record purposes, THE LESSOR shall give THE LESSEE,
copies of the insurance policy and the receipt of the premiums paid.
	 
	36	 	During the term of the Lease Deed, THE LESSEE shall obtain comprehensive insurance coverage,
including third-party coverage, of all interior works, renovations, furniture, equipment
and/or other kept or stored in the Demised Premises. THE LESSOR shall in no way be responsible
for any loss occasioned by THE LESSEE on account of not obtaining comprehensive insurance
coverage of all renovations, furniture, equipment and/or other items kept or stored in the
Demised Premises. For record purposes, THE LESSEE shall give THE LESSOR, copies of the
insurance policy and the receipt of the premiums paid.
	 
	37	 	However, it is made clear that in the event of an accident or fire or damages for any other
reason resulting in any loss, financial or otherwise to either party or to third parties, both
Parties agree to take up the matter with their respective insurance companies through the
insurance cover including third party liability.
	 
	38	 	That if at any time during the occupation by THE LESSEE of the Demised Premises, the
lifts or the air conditioning system fails to function or fails to maintain the required
temperature levels. THE LESSEE will be entitled to call upon and require THE LESSOR to
remedy and rectify the system within a reasonable time. Provided, however, that THE LESSOR
will ensure that there will not be total absence of lifts and air-conditioning for more
than one day at a time.
	 
	39	 	That if any amount payable by THE LESSEE to THE LESSOR by way of rent or otherwise
under this Lease Deed shall be in arrears and unpaid for a period of thirty (30) days after the same has become due, or if THE LESSEE shall omit to perform,
observe any covenant or condition to be observed and performed on the part of THE LESSEE
and shall continue to do so or fails to remedy the breach within thirty (30) days after
written notice is received in respect thereof by THE LESSEE, or THE LESSEE is adjudicated
as insolvent THE LESSOR may forthwith re-enter upon the Demised Premises or upon any part
thereof and this Lease Deed shall thereupon stand determined but without prejudice to any claim which THE LESSOR may have against THE LESSEE in respect of any breach, non-performance or non-observance of the covenants or conditions herein contained. It is
further agreed by THE LESSEE that THE LESSOR shall be entitled to adjust all sums due to THE
LESSOR including rent, car parking space charges and maintenance charges for the unexpired period of




15









 






	 	 	lease, taxes, interests, damages etc, against all deposits made by THE LESSEE with THE LESSOR under
this Lease Deed. In the event the aggregate of arrears of rent, any other sum due and payable and
the above mentioned costs exceed the amount deposited as security deposit with THE LESSOR and
maintenance security deposit, then THE LESSEE shall pay to THE LESSOR such amounts due to THE
LESSOR, over and above such sums deposited by THE LESSEE with THE
LESSOR.
	 
	40	 	That if the Demised Premises or any part thereof be destroyed or damaged by fire (not
caused by any willful act or negligence of THE LESSEE), earthquake, tempest, flood,
lighting, violence of any army or mob or enemies of the country or by any other
irresistible force so as to render the Demised Premises unfit for the purpose for which
the same was let, THE LESSEE may, temporarily vacate the whole or such portion of the
Demised Premises as may be required to enable THE LESSOR to carry out repairs in order to
restore the Demised Premises as it was then existing at the time of THE LESSEE entering
into the Demised Premises (reasonable wear and tear excepted) and in such event, the
payment of rent, other charges and maintenance/service charges till the affected area of
the Demised Premises or portion thereof are repaired and restored to the state as
specified above shall be subject to zero rent and zero maintenance charges to the extent
of area affected and vacated at THE LESSOR’s instance.
	 
	41	 	THE LESSEE undertakes that during the term of this Lease Deed or any extension
thereof, it shall maintain its corporate existence and shall not dissolve or liquidate or
enter into an agreement with any party, including but not restricted to a compromise with
its creditor(s) such that its corporate existence is or may be questioned, in which event,
this Lease Deed shall automatically terminate.
	 
	42	 	THE LESSEE agrees and consents that it would have no objection to THE LESSOR raising
finance by way of mortgage/charge of the Demised Premises subject to, however, that the
creation of such mortgage / charge of the Demised Premises shall not affect the rights of
THE LESSEE to use the Demised Premises during the lease period.
	 
	43	 	THE LESSEE agrees and consents that it would have no objection for transfer either
by way of sale, mortgage or in any other manner howsoever, of the Demised Premises and/or
the said Building, provided, the rights of THE LESSEE in the Demised Premises remain
unaffected vis-a-vis the transferee.
	 
	44	 	THE LESSEE agrees and commits that THE LESSOR shall have sole and absolute right to
make additions, raise storeys or put up additional structures as may be permitted by
competent authorities and such additional structures and stories shall be the sole
property of THE LESSOR, which it will be entitled to dispose of in any way it chooses
without any interference on the part of THE LESSEE by itself or with one or more of the
rest of occupants of the said Building. Further all the terraces of the said Building including the parapet
walls of the terraces shall always be the property of THE LESSOR and THE LESSOR shall
be entitled to use the same for any purpose as it may deem fit.
	 
	45	 	That if during the term of the Lease Deed, the Demised Premises or any part thereof be
lawfully acquired or requisitioned by the Government or any local body or authority, local
or otherwise, THE LESSOR alone shall be entitled to any and all compensation payable and
THE LESSEE shall not raise any claim in respect thereof.




16









 






	46	 	That if any provision of this Lease Deed shall be determined to be void or
unenforceable under applicable law such provisions shall be deemed amended or deleted
to the extent necessary to conform to applicable law and the remaining
provisions of this Lease Deed shall remain valid and enforceable.
	 
	47	 	That THE LESSEE and THE LESSOR shall abide by the laws of the land and any and all
local enactments in respect of this Lease Deed of the Demised Premises. The LESSOR may,
with the prior notice in writing to THE LESSEE, inspect the Demised Premises from time to
time at frequencies considered necessary by THE LESSOR and should there be any
contravention, THE LESSEE will ensure compliance with the
requirements as per applicable laws. Any penalties levied by the
Government, State, Municipal Body etc. as a result of non-compliance by either Party will be borne by the defaulting party in respect of the
Demised Premises.
	 
	48	 	That any notice, letter or communication to be made, served or communicated unto THE
LESSOR under these presents shall be in writing and shall be deemed to be duly made,
served or communicated only if the notice or letter or communication
is addressed to THE LESSOR at the address shown above or such other addresses as may be intimated in writing by
THE LESSOR in this behalf and sent by registered post/fax or delivered personally with
acknowledgement. Similarly any notice letter or communication to THE LESSEE shall be
deemed to be made, served or communicated only if the same in writing is addressed to the
above mentioned address of THE LESSEE or to the address of the Demised Premises after THE
LESSEE has shifted to the same, by registered post/fax or delivered personally with
acknowledgement.




This Annexure forms an integral part of the Lease Deed.




	 	 	 	 	 	 	 
	For and on behalf of

DLF Cyber City

	 	 	 	For and on behalf of

WNS Global Services (P) Ltd	 	 
	 
	 	 	 	 	 	 
	/s/ A. S. Minocha

	 	 
	 	/s/ Amit Bhatia
	 	 
	 

	 	 	 	 	 	 
	(A. S. Minocha)

AUTHORISED SIGNATORY

	 	 	 	(Amit Bhatia)

AUTHORISED SIGNATORY	 	 







17









 





Annexure II



Commercial Terms and Conditions forming integral part of Lease Deed dated 25th January
2006 between DLF Cyber City and WNS Global Services (P) Ltd




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Cross Reference
	 	 	 	 	 	 	(For convenience
	 	 	 	 	 	 	only)
	 	 	 	 	 	 	Reference Clause
	S.N	 	Item	 	Description	 	of
	 
	 	 	 	 	 	 
	a)

	 	Building
	 	DLF Infinity Towers	 	 
	 
	 	 	 	 	 	 
	b)

	 	Floor(s) and tower
	 	6th Floor, Tower C,
DLF Infinity Towers, Sector 25,
Phase — II, DLF City, Gurgaon —
122 002
	 	1 of Lease Deed
	 
	 	 	 	 	 	 
	c)

	 	Aggregate super built tip area

under this Lease Deed
	 	4760.69 Sq Mtr
	 	1 of Lease Deed
	 

	 	 	 	51,244 Sq ft
	 	1 of Lease Deed
	 
	 	 	 	 	 	 
	 

	 	 	 	(Fifty One Thousand Two Hundred
and Forty Four Square ft)
	 	1 of Lease Deed
	 
	 	 	 	 	 	 
	d)

	 	Number of car parks
	 	51 (Fifty One) car park spaces
(earmarked in the
basements/surface) will be
provided free of parking space
charges but on payment of
maintenance charges. Any
additional car parking spaces
will be provided subject to
availability and on payment of Rs
2500/- per car park per month
along with payment of maintenance
charges	 	13 of Lease Deed
 & 33 of Annexure-I
	 
	 	 	 	 	 	 
	e)

	 	Date of Possession for
Interior Works
	 	For Interior Works:

1st January 2006
	 	2 of Lease Deed
	 
	 	 	 	 	 	 
	f)

	 	Date of Lease Commencement
	 	1st April 2006
	 	2 of Lease Deed
	 
	 	 	 	 	 	 
	g)

	 	Date of Rent Commencement
	 	1st April 2006
	 	2 of Lease Deed
	 
	 	 	 	 	 	 
	h)

	 	Initial lease period from the
Date of Lease Commencement
	 	Fifty Four (54) Months
	 	15 of Lease Deed
	 
	 	 	 	 	 	 
	i)

	 	Option to renew Lease Deed for
further period(s)
	 	One term of Fifty Four (54) months
	 	14 of Lease Deed
	 
	 	 	 	 	 	 
	j)

	 	Rent Payable on super built-up

area for initial lease period
	 	Rs 30 (Rupees Thirty) Per Sq. Ft
Per Month in bare shell condition
	 	4 of Lease Deed
	 
	 	 	 	 	 	 
	k)

	 	Increase in rent for
subsequent period(s) of Lease
	 	The increase in rent shall be
subject to fair market valuation
after the first Fifty Four (54)
	 	10 & 14 of Lease Deed






18









 






	 	 	 	 	 	 	 
	 	 	 	 	 	 	Cross Reference
	 	 	 	 	 	 	For convenience
	 	 	 	 	 	 	only)
	 	 	 	 	 	 	Reference Clause
	S.N	 	Item	 	Description	 	of
	 
	 

	 	 	 	months and the parties may
mutually agree upon the
increase in rent, subject to a
maximum of 15% percent over the
last rent paid
	 	 
	 
	 	 	 	 	 	 
	l)

	 	Car parking space charges
	 	NIL for 51 car parking spaces. Any additional car parking
spaces will be provided subject
to availability and on payment
of Rs 2500/- per car park per
month along with payment of
maintenance charges
	 	33 of Annex -I
	 
	 	 	 	 	 	 
	m)

	 	Bulk Electricity Supply
Deposit (For 300 KVA of
power load @ Rs 3000 per
KVA of power Load)
	 	Rs 9,00,000 (Rupees Nine Lacs

only)
	 	27 of Annex -I
	 
	 	 	 	 	 	 
	n)

	 	Interest Free Refundable
Security Deposit always
equivalent to rent of Three
(03) months at any given point
of lease.
	 	RS 46,11,960 (Rupees Forty Six
Lacs Eleven Thousand Nine
Hundred and Sixty Only) payable
on the signing of the lease
deed. For the initial period of
lease. For subsequent period(s)
of lease, the amount shall
stand increased by such percent
as mentioned in Clause (k)
above
	 	8, 9, 10 & 14 of Lease Deed
	 
	 	 	 	 	 	 
	o)

	 	Interest Free Refundable

Maintenance Security Deposit @

Rs 63 Per Sq Ft (Payable on the

Lease Commencement Date)
	 	Rs 32,28,372/- (Rupees Thirty
Two Lacs Twenty Eight Thousand
Three Hundred and Seventy Two
Only)
	 	12 of Lease Deed
	 
	 	 	 	 	 	 
	p)

	 	Lock-in period from the Date
of Lease Commencement
	 	Thirty Six (36) (Months)
	 	3 & 14 of Lease Deed
	 
	 	 	 	 	 	 
	q)

	 	Notice period for

termination Lease Deed.	 	Six (6) (Months)
	 	3 of Lease Deed
	 
	 	 	 	 	 	 
	r)

	 	Charges for External Signage
	 	Rs 5,00,000/- (Rupees Five Lacs
Only) per annum to be paid in
advance
	 	11 of Annexure I





This Annexure forms an integral part of the Lease Deed.




	 	 	 	 	 
	For and on behalf of

	 	For and on behalf of
	 	 
	DLF Cyber City

	 	WNS Global Services (P) Ltd	 	 
	 
	 	 	 	 
	/s/ A. S. Minocha

	 	/s/ Amit Bhatia	 	 
	 

	 	 	 	 
	(A. S. Minocha) 

AUTHORISED SIGNATORY

	 	(Amit Bhatia)

AUTHORISED SIGNATORY	 	 






19









 






Annexure — III




[Tentative Sixth Floor Plan, Block C, Infinity Towers]





20









 





Annexure IV




ANNEXURE —IV




TENTATIVE
SUPER BUILT UP AREA CALCULATIONS

BLOCK ‘C’ INFINITY TOWERS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FLOOR/	 	Floor
Area	 	 	TERRACE AREA	 	 	SUPER AREA	 	 	TOTAL SUPER BUILT UP AREA	 
	OFFICE NO	 	(SQM)	 	 	(SFT)	 	 	(SQM)	 	 	(SFT)	 	 	(SQM)	 	 	(SFT)	 	 	(SQM)	 	 	(SFT)	 
	SIXTH 6F
	 	 	3,808,533	 	 	 	40995	 	 	 		 	 	 		 	 	 	4760,691	 	 	 	51244	 	 	 	4760,691	 	 	 	51244	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL
	 	 	3,808,533	 	 	 	40995	 	 	 		 	 	 		 	 	 	4760,691	 	 	 	51244	 	 	 	4760,691	 	 	 	51244	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





Aforesaid
areas are tentative and subject to change the final areas shall be
confirmed by the DLF
on the date of possession upon completion of construction of the said building after accounting for
changes during construction, if any. The Super built up area shall be the sum of Office area of
the said premises and its procure share of Common areas in the entire said building i.e. Infinity
Towers.



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 AHU and electrical rooms half the area of walls
common with other premises etc which form integral part of said premises and Common area shall mean
all such parts / areas in the said building which WNS Global Services Pvt Ltd / Occupants of the
said premises shall use by sharing with other Allottees / Occupants
in the said building including entrance canopy and lobby , suit 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 sub station 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.



Super built up area of offices provided with attached useable open terrace(s) shall also include
half the area of such terrace(s)





21









 





Annexure — V




STATEMENT OF RENT, INTEREST FREE SECURITY, INTEREST FREE MAINTENANCE SECURITY PAYABLE BY M/s
WNS Global Services (P) Ltd TO M/s Cyber City Ltd DURING THE PERIOD OF LEASE




For Sixth Floor, Tower C, Infinity Towers




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	INTEREST FREE
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	MAINTENANCE	 	 
	 	 	 	 	RENT PAYABLE PER	 	 	 	 	 	 	 	 	 	SECURITY(IFMS)	 	 
	 	 	 	 	MONTH	 	* INTEREST	 	Estimated	 	@ Rs 63 per sq ft	 	 	 
	 	 	 	 	FOR AN AREA 38,576	 	FREE	 	Maintenance	 	(equivalent to 3	 	 	 
	 	 	 	 	SQ FT (In Rs)	 	SECURITY(IFS)	 	Charges per	 	months maintenance	 	 	 
	 	 	 	 	Rentals(Rs)	 	 	 	 	 	(IN Rs)	 	month(Rs)	 	charges which are	 	 
	PERIOD	 	per sq.ft. of	 	Total Rental	 	EQUIVALENT	 	(estimated to	 	presently estimated	 	Free
	(In Months)	 	the Super	 	For	 	TO 3 MONTHS	 	be @21/- per	 	to be Rs 21/- per	 	Car
	BEGINNING	 	ENDING	 	Built Up	 	51244sq.ft.	 	PREVAILING	 	sq.ft. per month	 	sq.ft. per month for	 	Parking
	FROM	 	ON	 	Area	 	(Rs.)	 	RENT	 	presently)	 	24 X 6 Operations)	 	Space
	1st April 

2006

	 	30th

September

2010
	 	30	 	 	1537320	 	 	4611960	 	 	1076124	 	 	3228372	 	 	51	 
	1st October 

2010

	 	31st

March

2015
	 	34.5	 	 	1767918	 	 	5303754	 	 	1076124	 	 	3228372	 	 	51	 






	 	 	 	 	 	 	 
	Note:

	 	 	1	 	 	Assuming escalation after 4.5 years of lease is to the maximum of 15%. The rentals
and interest free security increases proportionately.
	 
	 

	 	 	2	 	 	The maintenance charges are at 1.2 times of the actuals presently capped to be Rs
21.00 for 24*6 Operations
	 
	 

	 	 	3	 	 	Any additional car parking space @2500/-per month per car park besides 51 free
car parking space, Subject to availability of space
	 
	 

	 	 	4	 	 	The first term of lease will be expiring on 30th September 2010 First Renewal
will be for a 54 months starting from 1st October 2010
	 
	 

	 	 	5	 	 	Payment of Rent shall commence from 1st April 2006






22









 






Annexure — VI






MONTHLY MAINTENANCE AND SERVICE EXPENDITURE (INDICATIVE)



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	 	Service contract expenditure including taxes & statutory levies as applicable, charges
for operation and maintenance of all electro-mechanical equipments and all equipment
additionally installed by THE LESSOR / maintenance agency.
	 
	2	 	Cost of water for all purposes.
	 
	3	 	Cost of electricity for central air-conditioning 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 said Building and the manager,
directly related to the maintenance of the said Building.
	 
	8	 	Cost of all consumables for all services in common areas.
	 
	9	 	Annual fees of various authorities.
	 
	10	 	Cost of diesel and lubricants for DG sets.
	 
	11	 	Cost of all replacements/refurnishings of parts.
	 
	12	 	Cost of insurance of the said Building and fitouts when fitted out space is provided.

	 
	13	 	Township maintenance charges till the services of the colony are handed over to a local body or
authority.
	 
	14	 	Depreciation / sinking fund of all electro-mechanical equipments, including but not
limited to chillers, D G Sets and lifts.
	 
	15	 	Cost of exclusive services, if any, provided to the occupant.
	 
	16	 	Maintenance Charges for Car Parking Space.






23









 





ANNEXURE VII 




CAR PARKING SPACES EARMARKED FOR USE BY THE LESSEE



Number of car parking spaces earmarked in the basement/surface for use by M/s WNS Global
Services (P) Ltd




51 (Fifty One) Numbers





24










 





ANNEXURE VIII




TENTATIVE
SPECIFICATIONS FOR COMMERCIAL BUILDINGS AT BLOCK A

 & B, DLF INFINITY TOWERS, DLF CITY, GURGAON




	 	 	 
	STRUCTURE	 	RCC framed structure
	Finishes
	 	 
	 
	 	 
	External Facade

	 	Combination of Clear Float Glass and/or
Reflective floats glass with Granite / Metal
Cladding / Exterior paint / any other.
	 
	 	 
	Atrium, Lift Lobbies 

Floors & Walls

	 	Combination of Indian marbles and /
or granites.
	 
	 	 
	Main staircase(s) / Fire 

Escape staircase(s)

	 	Terrazzo / Kota Stone / Good
concrete.
	 
	 	 
	Elevators

	 	High Speed Passenger Elevators
Service Elevator.
	 
	 	 
	Basement

	 	Basement for parking &
services.
	 
	Amenities

	 	Centrally Air Conditioned Building — Provision
for office area Air Conditioning provided upto
AHU on each floor. The internal distribution
system of Air Conditioning shall be sole
responsibility of the tenant.
	 
	 	 
	Power Back up

	 	100% power back-up including power back-up for AC
system also.
	 
	 	 
	Fire Fighting

	 	Sprinkler and fire detection system will be
provided in the basement area and common area
only as per NBC. For fire fighting & sprinkler
services in Office area, provisions will be made
upto service shaft on each floor.
	 
	 	 
	Wash room

	 	Gents / Ladies Toilet on each floor as per
statutory norms, CI/GI piping will be provided,
but no CP fittings, Fixtures Wall / Floor
finishes Door & shutters will be provided.
	 
	 	 
	Electricity/Telephone

	 	Provision on each floor up to the shaft
Connections have to be arranged by respective
owners/users. No Electric conduits or wiring shall
be provided in the slab.






NOTE





	 	A	 	Materials specially the imported ones, are subject to availability as
per prevalent policies of Govt of India.
	 
	 	B	 	Larger floor heights provided are due to architectural
reasons.
However, from the view point of air conditioning load, the height of
false ceiling to be done by the Occupants shall not exceed 3 mtrs from
the finished floor level.
	 
	 	C	 	The above mentioned specifications are for common area only. The office
area will be in “BARE SHELL” condition only i.e. cement flooring, no
plaster on concrete columns, walls or ceiling except on brick walls
wherever provided. All fittings, A.C
Ducts, Electrical distribution and Fire Fighting etc shall be the sole responsibility of
the Occupants.
	 
	 	D	 	Plumbing provision for extra toilets may be given at one / two
different locations.
	 
	 	E	 	The above specifications are tentative and are subject to change at
the sole discretion of the Lessor.




25









 











ANNEXURE IX




Condition of the Demised Premises on Handover Date for Occupation At The Time of Hand Over For Occupation
(that is 1st
 May 2005 for Tower A & 1st
 June 2005 for Tower B.)



Completion status of the building to be achieved at the time of building operation date:





	 	1	 	The Demised Premises shall be operational along with all services such as Air-conditioning, power
back-up, water supply to start operations.
	 
	 	2	 	Passenger and service lifts to support THE LESSEE’s operations.
	 
	 	3	 	Cables of telephone service provider shall be terminated to the basement of the said building. Service provider to discuss all other last mile connectivity issues with the THE LESSEE’s IT team
and THE LESSOR to provide all possible assistance for the same.
	 
	 	4	 	AHUs, DGs and chillers shall be operational for servicing the Demised Premises.




26









 











ANNEXURE X




THE LESSEE’S Responsibility during interior fitouts work,

additions/modifications/alterations of interior works (referred hereinafter as interior

works) and during the Lease Tenure/Lease Renewal



THE LESSOR
has provided the fire detection systems as elaborated in Part B. These system are as per
NBC norm.





	A	 	THE LESSEE will be responsible to ensure that:
	 
	1	 	The existing sprinkler systems provided is not to be isolated or closed at any point of time
during interior works For providing sprinklers below false ceiling a separate network of
sprinklers to be installed.
	 
	2	 	THE LESSOR has provided the electrical tap-off in electrical room alongwith a sub-meter
installed. THE LESSEE to tap-off electricity through proper distribution panel/board properly
earthed. The distribution of electricity inside the premises during the interior works shall
be responsibility of THE LESSEE.
	 
	3	 	While doing any hot works, THE LESSEE is to ensure that adequate standby fire-fighting
mechanism in place which includes fire extinguishers, sand buckets etc.
	 
	4	 	Zonal fire detection panels are provided on all floors. THE LESSEE to ensure that at any
point of time there would be some smoke detectors spread over the Demised Premises
operational and connected to the Zonal panel.
	 
	5	 	THE LESSEE to use fire retardant material in the design of
their interior works.
	 
	6	 	During interior works, THE LESSEE to ensure proper signages and fire escape routes are
prominently displayed inside their premises.
	 
	7	 	THE LESSEE to ensure that the electro-mechanical systems installed in the Demised Premises is
properly maintained during their interior works and at the time of
operations. THE LESSEE to
also ensure that no fire spreads form the premises.
	 
	8	 	While designing of interior works, it should be kept in mind that the access to the fire
hydrants is not restricted in any way.
	 
	9	 	Security Guards professionally trained in fire fighting systems to the deployed on each floor
during all shifts round the clock. They should be capable of handling the fire-fighting
equipments provided on the floors such as fire hydrants etc.
	 
	10	 	The entire building is a no smoking zone. THE LESSEE to ensure that even during interior
works no person smokes inside the building.
	 
	11	 	No items of any nature to be stored in Electrical Control /
Panel Room. A stray electrical
spark may result in such items catching fire; moreover, presence of such items may impede
access to Control Panel in times of emergency.
	 
	12	 	Please refrain from use of cooking gas in your pantries /
kitchens.
	 
	13	 	No Parking of CNG / LPG powered cars in basements as the chances of occurrence of
fire / explosion in such vehicles are very high.
	 
	14	 	No storage of any material / records in basement, to enable
free movement.




27









 












	15	 	THE LESSEE’s Security Personnel should not remain inside the offices after they have
been closed for the day. Unauthorised smoking by such staff can also contribute to major
fire. After closing hours, your Security be stationed outside the office (and not
within), and the interiors of the office can be monitored by then over closed circuit
video cameras.
	 
	16	 	Fire detection, alarm systems and fire fighting systems must not be closed or isolated
during the period when interior works are carried out or during the lease period or lease
renewal period.
	 
	B	 	The following fire-detection and alarm system are provided as per NBC norms inside the
premises:





Fire Detection & Alarm System:





	 	1	 	Main control / Alarm panel located in security room connected with the floor-wise
zonal panel located near the staircase.
	 
	 	2	 	The Smoke / Heat Detectors installed by the floor occupant are connected to the zonal
panels located on the floors.
	 
	 	3	 	The main panel has inbuilt zone-wise fire detector and automatic alarm on all
floors, through an amplifier.
	 
	 	4	 	All AHUs and other ventilation / pressurization systems are operationally hooked-up
with fire alarm / detection system.





Fire Fighting System



The following fire fighting systems are provided along with:





	 	•	 	Fire Pumps (Hydrants & sprinkler)
	 
	 	•	 	Jockey pumps
	 
	 	•	 	Diesel Driven engine pump
	 
	 	•	 	Fire Hydrants
	 
	 	•	 	Hose reels
	 
	 	•	 	Fire extinguishers in common areas
	 
	 	•	 	Sprinkler systems
	 
	 	•	 	Public address and Alarm System
	 
	 	•	 	Automatic / manual Fire Alarm system




The Fire Hydrant systems comprises of internal fire hydrant system available on all the floors
and the external hydrant system around the building.



Sprinkler system is provided in basement, Life lobby and service area and office areas as per
NBC norms.





28