<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>15
<FILENAME>u92712exv10w7.txt
<DESCRIPTION>EX-10.7 REGISTRATION RIGHTS AGREEMENT, DATED MAY 20, 2002.
<TEXT>
<PAGE>
                                                                    Exhibit 10.7
                                 20TH MAY 2002




                    WARBURG PINCUS PRIVATE EQUITY VIII, L.P.

                   WARBURG PINCUS INTERNATIONAL PARTNERS, L.P.

            WARBURG, PINCUS NETHERLANDS INTERNATIONAL PARTNERS I, CV

            WARBURG, PINCUS NETHERLANDS INTERNATIONAL PARTNERS II, CV

                               BRITISH AIRWAYS PLC

                             WNS (HOLDINGS) LIMITED



                         =============================

                          REGISTRATION RIGHTS AGREEMENT
                                   RELATING TO
                             WNS (HOLDINGS) LIMITED

                         =============================

<PAGE>

<Table>
<Caption>
CLAUSE                                                             PAGE
<S>     <C>                                                        <C>
1.      DEFINITIONS............................................     3

2.      REQUIRED REGISTRATIONS.................................     5

3.      INCIDENTAL REGISTRATION................................     6

4.      REGISTRATION PROCEDURES................................     7

5.      ALLOCATION OF EXPENSES.................................     8

6.      INDEMNIFICATION AND CONTRIBUTION.......................     9

7.      INDEMNIFICATION WITH RESPECT TO UNDERWRITTEN OFFERING..    11

8.      INFORMATION BY HOLDER..................................    11

9.      STAND-OFF AGREEMENT....................................    11

10.     LIMITATIONS ON SUBSEQUENT REGISTRATION RIGHTS..........    12

11.     RULE 144 REQUIREMENTS..................................    12

12.     MERGERS, ETC...........................................    12

13.     TERMINATION............................................    13

14.     TRANSFERS OF RIGHTS....................................    13

15.     GENERAL................................................    13

16.     ENTIRE AGREEMENT.......................................    14

17.     AMENDMENTS AND WAIVERS.................................    14

18.     COUNTERPARTS...........................................    14

19.     SEVERABILITY...........................................    14

20.     GOVERNING LAW..........................................    14
</Table>

                                                                          Page 2
<PAGE>

THIS REGISTRATION RIGHTS AGREEMENT is made on 20th May 2002

BETWEEN:

(1)  WARBURG, PINCUS PRIVATE EQUITY VIII, L.P., constituted as a limited
     partnership in Delaware, USA, and whose principal place of business is at
     466 Lexington Avenue, New York, NY 10017-3147, USA (WPPE);

(2)  WARBURG, PINCUS INTERNATIONAL PARTNERS, L.P., constituted as a limited
     partnership in Delaware, USA, and whose principal place of business is at
     466 Lexington Avenue, New York, NY 10017-3147, USA (WPIP);

(3)  WARBURG, PINCUS NETHERLANDS INTERNATIONAL PARTNERS I, CV., constituted as a
     Commanditaire Ventooschap in Holland, and whose principal place of business
     is at 466 Lexington Avenue, New York, NY 10017-3147, USA (WPNIP(1));

(4)  WARBURG, PINCUS NETHERLANDS INTERNATIONAL PARTNERS II, CV., constituted as
     a Commanditaire Ventooschap in Holland, and whose principal place of
     business is at 466 Lexington Avenue, New York, NY 10017-3147, USA
     (WPNIP(2))

(5)  BRITISH AIRWAYS PLC, a company incorporated in England and Wales
     (Registered No: 01777777) and having its registered office at Waterside, PO
     Box 365, Harmondsworth, Middlesex UB7 OGB (BA); and

(6)  WNS (HOLDINGS) LIMITED, a company incorporated in Jersey (Registered No:
     82262) and having its registered office at 22 Grenville Street, St Helier,
     Jersey JE4 8PX (the COMPANY).

WHEREAS:

(A)  The Investors, BA, the Company and WNS (Mauritius) Limited have entered
into an Investment Agreement dated of even date herewith (the INVESTMENT
AGREEMENT).

(B)  The Company and the Concerned Shareholders (as defined below) desire to
provide for certain arrangements with respect to the registration of the
ordinary shares in the capital of the Company under the Securities Act (as
defined below).

NOW, THEREFORE, in consideration of the mutual promises and covenants contained
in this Agreement, the parties agree as follows:

DEFINITIONS

1.  As used in this Agreement, the following terms shall have the following
respective meanings:

BA GROUP shall have the meaning set out in the Investment Agreement;

                                                                          Page 3

<PAGE>

BUSINESS DAY means a day (other than a Saturday or a Sunday) on which Banks
generally are open for Business in New York and London;

COMMISSION means the United States Securities and Exchange Commission or any
other Federal agency at the time administering the Securities Act;

CONCERNED SHAREHOLDERS means each of the Investors and BA or the relevant member
of its group (save that, in relation to Section 2, BA or the relevant member of
its group will only be a CONCERNED SHAREHOLDER for so long as it holds not less
than 20% of the Company's Shares calculated on a fully diluted basis) and any
persons or entities to whom the rights granted under this Agreement are
transferred by the Investors or BA, as applicable, pursuant to Section 14 hereof
and their successors and CONCERNED SHAREHOLDER shall mean any one of them;

EXCHANGE means any securities exchange or nationally recognised quotation system
on which similar securities issued by the Company are listed;

EXCHANGE ACT means the United States Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission issued under such Act,
as they each may, from time to time, be in effect;

INVESTORS means each of WPPE, WPIP, WPNIP(1) and WPNIP(2) and their successors
pursuant to Section 14 hereof;

REGISTRABLE SHARES means all Shares held or thereafter acquired by a Concerned
Shareholder including, (i) any Shares issued to, subscribed for or purchased by
the Investors or BA in accordance with the Investment Agreement, (ii) any Shares
issued or issuable upon the conversion or exercise of any other securities
acquired by a Concerned Shareholder pursuant to the Investment Agreement, (iii)
any Shares issued to, issuable to or acquired by a Concerned Shareholder as a
result of the exercise by them of any statutory or contractual pre-emptive, tag
along, first offer or other similar right, and (iv) any other Shares issued in
respect of such Shares (because of share splits, stock dividends,
reclassifications, recapitalizations, or similar events) and provided, however,
that Shares which are Registrable Shares shall cease to be Registrable Shares
(i) upon any sale pursuant to a Registration Statement or Rule 144 under the
Securities Act, (ii) on such date as such Registrable Shares could be sold
pursuant to Rule 144(k) or (iii) upon any sale in any manner to a person or
entity which, by virtue of Section 14 of this Agreement, is not entitled to the
rights provided by this Agreement;

REGISTRATION STATEMENT means a registration statement filed by the Company with
the Commission for a public offering and sale of Shares (other than a
registration statement on Form S-8, Form S-4 or Form F-4, their successors, any
other form for a similar limited purpose or any registration statement covering
only securities proposed to be issued in exchange for securities or assets of
another corporation);

REGISTRATION EXPENSES means the expenses described in Section 5;

                                                                          Page 4

<PAGE>
SECURITIES ACT means the United States Securities Act of 1933, as amended, and
the rules and regulations of the Commission issued under such Act, as they each
may, from time to time, be in effect;

SHARES means the issued ordinary shares of the Company for the time being and
from time to time; and

The GBP symbol shall refer to the lawful currency, for the time being, of the
United Kingdom.

REQUIRED REGISTRATIONS

2.(a) At any time after the closing of the Company's first underwritten public
      offering pursuant to a Registration Statement, a Concerned Shareholder or
      Concerned Shareholders may request the Company, in writing, to effect the
      registration on Form F-1 or F-2 (or any similar or successor form for
      which the Company then qualifies) of Registrable Shares. Upon receipt of
      any such request, the Company shall promptly give written notice of such
      proposed registration to all Concerned Shareholders. Such Concerned
      Shareholders shall have the right, by giving written notice to the Company
      within thirty (30) days after the Company provides its notice, to elect to
      have included in such registration such of their Registrable Shares as
      such Concerned Shareholders may request in such notice of election
      provided that if the underwriter (if any) managing the offering determines
      that, because of marketing factors, all of the Registrable Shares
      requested to be registered by all Concerned Shareholders may not be
      included in the offering, then all Concerned Shareholders who have
      requested registration shall participate in the registration pro rata
      based upon the number of Registrable Shares which they have requested to
      be so registered. Thereupon, the Company shall, as expeditiously as
      possible, use reasonable efforts to effect the registration on Form F-1 or
      F-2 (or any similar or successor form for which the Company then
      qualifies) of all Registrable Shares which the Company has been requested
      to so register; provided that the Company shall not be required to effect
      any registration of Registrable Shares unless Registrable Shares are
      offered at an aggregate proposed offering price net of underwriting
      commissions of at least GBP5,000,000 or, such other amount that all the
      parties hereto shall agree; provided, however, any such agreed amount
      shall not conflict with any relevant legislation or any rules of the
      relevant Exchange.

(b)   At any time after the Company becomes eligible to file a Registration
      Statement on Form F-3 (or any similar or successor form for which the
      Company then qualifies relating to secondary offerings), a Concerned
      Shareholder or Concerned Shareholders may request the Company, in writing,
      to effect the registration on Form F-3 (or any similar or successor form
      for which the Company then qualifies) of Registrable Shares. Upon receipt
      of any such request, the Company shall promptly give written notice of
      such proposed registration to all Concerned Shareholders. Such Concerned
      Shareholders shall have the right, by giving written notice to the Company
      within thirty (30) days after the Company provides its notice, to elect to
      have

                                                                          Page 5

<PAGE>

      included in such registration such of their Registrable Shares as such
      Concerned Shareholders may request in such notice of election provided
      that if the underwriter (if any) managing the offering determines that,
      because of marketing factors, all of the Registrable Shares requested to
      be registered by all Concerned Shareholders may not be included in the
      offering, then all Concerned Shareholders who have requested registration
      shall participate in the registration pro rata based upon the number of
      Registrable Shares which they have requested to be so registered.
      Thereupon, the Company shall, as expeditiously as possible, use reasonable
      efforts to effect the registration on Form F-3 (or any similar or
      successor form for which the Company then qualifies) of all Registrable
      Shares which the Company has been requested to so register; provided that
      the Company shall not be required to effect any registration of
      Registrable Shares unless Registrable Shares are offered at an aggregate
      proposed offering price net of underwriting commissions of at least
      GBP1,000,000 or, such other amount that all the parties hereto shall
      agree; provided, however, any such agreed amount shall not conflict with
      any relevant legislation or any rules of the relevant Exchange;

(c)   The Company shall not be required to effect:

      (i)   more than two registrations pursuant to paragraph (a) above;

      (ii)  more than two registrations in any twelve month period pursuant to
            paragraph (b) above; and

      (ii)  in any event, in the case where the relevant Concerned Shareholder
            requesting the registration is BA (or a member of the BA Group),
            more than one registration in any twelve month period pursuant to
            paragraph (a) or (b) above;

      provided, however, that, in each case, no Concerned Shareholder may make
      more than one request in any six month period; and

(d)   If at the time of any request to register Registrable Shares pursuant to
      this Section 2, the Company is engaged or has fixed plans to engage within
      sixty (60) days of the time of the request in a registered public offering
      as to which the Concerned Shareholders may include Registrable Shares
      pursuant to Section 3 or is engaged in any other activity which, in the
      good faith determination of the Company's Board of Directors, would be
      adversely affected by the requested registration then the Company may at
      its option direct that such request be delayed for a period not in excess
      of six months from the effective date of such offering or, in the case of
      any such activity, the date such request, as the case may be, such right
      to delay a request to be exercised by the Company not more than once in
      any twelve month period.

INCIDENTAL REGISTRATION

3.(a) Whenever the Company proposes to file a Registration Statement, it will,
      prior to such filing, give written notice to all Concerned Shareholders of
      its intention to do so. Upon the written request of any Concerned
      Shareholder or

                                                                          Page 6

<PAGE>

      Concerned Shareholders given within five Business Days after the Company
      provides such notice (which request shall state the intended method of
      disposition of such Registrable Shares), the Company shall use its
      reasonable efforts to cause all Registrable Shares which the Company has
      been requested by such Concerned Shareholder or Concerned Shareholders to
      register to be included in each Registration Statement to the extent
      necessary to permit their sale or other disposition in accordance with the
      intended methods of distribution specified in the request of such
      Concerned Shareholder or Concerned Shareholders provided, however, that
      the Company shall have the right to postpone or withdraw any registration
      effected pursuant to this Section 3 without obligation to any Concerned
      Shareholder.

(b)   In connection with any registration under this Section 3 involving an
      underwriting, the Company shall not be required to include any Registrable
      Shares in such registration unless the holders thereof accept the terms of
      the underwriting as agreed upon between the Company and the underwriters
      selected by it (provided that such terms must be consistent with this
      Agreement). If, in the opinion of the managing underwriter, it is
      appropriate because of marketing factors and in order for the Company to
      sell securities in the offering within a price range acceptable to the
      Company to limit the number of Registrable Shares to be included in the
      offering, then the Company shall be required to include in the
      registration only that number of Registrable Shares, if any, which the
      managing underwriter believes could be included therein provided, however,
      that no persons or entities other than the Company and the Concerned
      Shareholders shall be permitted to include securities in the offering. If
      the number of Registrable Shares and other Shares to be included in the
      offering in accordance with the foregoing is less than the total number of
      shares which the holders of Registrable Shares have requested to be
      included, then the holders of Registrable Shares who have requested
      registration shall participate in the registration pro rata to the number
      of Shares requested to be included in the offering by such holder of
      Registrable Shares.

REGISTRATION PROCEDURES

4.    If and whenever the Company is required by the provisions of this
Agreement to use its best efforts to effect the registration of any of the
Registrable Shares under the Securities Act, the Company shall:

(a)   file with the Commission a Registration Statement with respect to such
      Registrable Shares and use its reasonable efforts to cause that
      Registration Statement to become effective and remain effective;

(b)   as expeditiously as possible prepare and file with the Commission any
      amendments and supplements to the Registration Statement and the
      prospectus included in the Registration Statement as may be necessary to
      keep the Registration Statement effective until the earlier of the sale of
      all Registrable Shares covered thereby or 90 days after the effective date
      thereof;

                                                                          Page 7

<PAGE>

(c)   as expeditiously as possible furnish to each selling Concerned Shareholder
      such reasonable numbers of copies of the prospectus, including a
      preliminary prospectus, in conformity with the requirements of the
      Securities Act and such other documents as the selling Concerned
      Shareholder may reasonably request in order to facilitate the public sale
      or other disposition of the Registrable Shares owned by the selling
      Concerned Shareholder; and

(d)   as expeditiously as possible use its reasonable efforts to register or
      qualify the Registrable Shares covered by the Registration Statement under
      the securities or Blue Sky laws of such states as the selling Concerned
      Shareholders shall reasonably request and do any and all other acts and
      things that may be necessary or desirable to enable the selling Concerned
      Shareholders to consummate the public sale or other disposition in such
      states of the Registrable Shares owned by the selling Concerned
      Shareholder provided, however, that the Company shall not be required in
      connection with this paragraph (d) to qualify as a foreign corporation or
      execute a general consent to service of process in any jurisdiction.

If the Company has delivered preliminary or final prospectuses to the selling
Concerned Shareholders and after having done so the prospectus is amended to
comply with the requirements of the Securities Act or because the prospectus
contains a material misstatement or omission, the Company shall promptly notify
the selling Concerned Shareholders, and, if requested, the selling Concerned
Shareholders shall immediately cease making offers of Registrable Shares and
return all prospectuses to the Company. The Company shall promptly provide the
selling Concerned Shareholders with revised prospectuses and, following receipt
of the revised prospectuses, the selling Concerned Shareholders shall be free to
resume making offers of the Registrable Shares.

ALLOCATION OF EXPENSES

5.    The Company will pay all Registration Expenses of all registrations under
this Agreement provided, however, that if a registration under Section 2 is
withdrawn at the request of the Concerned Shareholders requesting such
registration (other than as a result of information concerning the business or
financial condition of the Company which is made known to the Concerned
Shareholders after the date on which such registration was requested) and if the
requesting Concerned Shareholders elect not to have such registration counted as
a registration effected by the Company or requested by the Concerned
Shareholders under Section 2, the requesting Concerned Shareholders shall pay
the Registration Expenses of such registration pro rata in accordance with the
number of their Registrable Shares included in such registration. For purposes
of this Section 5, the term "Registration Expenses" shall mean all expenses
incurred by the Company in complying with this Agreement, including, without
limitation, all registration and filing fees, exchange listing fees, printing
expenses, road show expenses, fees and expenses of any consultants or experts
retained by the Company in connection with such registration, fees and expenses
of counsel for the Company and the fees and expenses of one counsel selected by
the selling Concerned Shareholders to represent the selling Concerned
Shareholders, state Blue Sky fees and expenses (if any), fees and expenses of
the Company's independent

                                                                          Page 8

<PAGE>

auditors but excluding underwriting discounts, selling commissions and the fees
and expenses of selling Concerned Shareholders' own counsel (other than the
counsel selected to represent all selling Concerned Shareholders).

INDEMNIFICATION AND CONTRIBUTION

6.(a) In the event of any registration of any of the Registrable Shares under
      the Securities Act pursuant to this Agreement, the Company will to the
      extent permitted by law indemnify and hold harmless the seller of such
      Registrable Shares, each underwriter of such Registrable Shares and each
      other person, if any, who controls such seller or underwriter within the
      meaning of the Securities Act or the Exchange Act against any losses,
      claims, damages or liabilities, joint or several, to which such seller,
      underwriter or controlling person may become subject under the Securities
      Act, the Exchange Act, state securities or Blue Sky laws or otherwise,
      insofar as such losses, claims, damages or liabilities (or actions in
      respect thereof) arise out of or are based upon any untrue statement or
      alleged untrue statement of any material fact contained in any
      Registration Statement under which such Registrable Shares were registered
      under the Securities Act, any preliminary prospectus or final prospectus
      contained in the Registration Statement, or any amendment or supplement to
      such Registration Statement, or arise out of or are based upon the
      omission or alleged omission to state a material fact required to be
      stated therein or necessary to make the statements therein not misleading;
      and the Company will reimburse such seller, underwriter and each such
      controlling person for any legal or any other expenses reasonably incurred
      by such seller, underwriter or controlling person in connection with
      investigating or defending any such loss, claim, damage, liability or
      action provided, however, that the Company will not be liable in any such
      case to the extent that any such loss, claim, damage or liability arises
      out of or is based upon any untrue statement or omission made in such
      Registration Statement, preliminary prospectus or final prospectus, or any
      such amendment or supplement, in reliance upon and in conformity with
      information furnished to the Company, in writing, by or on behalf of such
      seller, underwriter or controlling person specifically for use in the
      preparation thereof provided that the Company shall not be liable in any
      such case to the extent that any such loss, claim, damage, liability or
      other expense arises out of or is based upon an untrue statement or
      alleged untrue statement or omission or alleged omission in such
      Registration Statement, preliminary prospectus or final prospectus, if
      such untrue statement or alleged untrue statement, omission or alleged
      omission is completely corrected in an amendment or supplement to the
      preliminary or final prospectus and the Concerned Shareholder thereafter
      fails to deliver such preliminary or final prospectus as so amended or
      supplemented prior to or concurrently with the sale of Registrable Shares
      to the person asserting such loss, claim, damage, liability or expense
      after the Company had furnished such Concerned Shareholder with a
      sufficient number of copies of the same. Such indemnity shall not apply to
      amounts paid in settlement of any loss, claim, damage, liability or action
      is such settlement is effected without the consent of the Company.

                                                                          Page 9

<PAGE>

(b)   In the event of any registration of any of the Registrable Shares under
      the Securities Act pursuant to this Agreement, each seller of Registrable
      Shares, severally and not jointly, will indemnify and hold harmless the
      Company, each of its directors and officers and each underwriter (if any)
      and each person, if any, who controls the Company or any such underwriter
      within the meaning of the Securities Act or the Exchange Act, against any
      losses, claims, damages or liabilities, joint or several, to which the
      Company, such directors and officers, underwriter or controlling person
      may become subject under the Securities Act, Exchange Act, state
      securities or Blue Sky laws or otherwise, insofar as such losses, claims,
      damages or liabilities (or actions in respect thereof) arise out of or are
      based upon any untrue statement or alleged untrue statement of a material
      fact contained in any Registration Statement under which such Registrable
      Shares were registered under the Securities Act, any preliminary
      prospectus or final prospectus contained in the Registration Statement, or
      any amendment or supplement to the Registration Statement, or arise out of
      or are based upon any omission or alleged omission to state a material
      fact required to be stated therein or necessary to make the statements
      therein not misleading, if the statement or omission was made in reliance
      upon and in conformity with information relating to such seller furnished
      in writing to the Company by or on behalf of such seller specifically for
      use in connection with the preparation of such Registration Statement,
      prospectus, amendment or supplement provided, however, that the
      obligations of each Concerned Shareholders hereunder shall be limited to
      an amount equal to the proceeds to such Concerned Shareholder of
      Registrable Shares sold in connection with such registration.

(c)   Each party entitled to indemnification under this Section 6 (the
      INDEMNIFIED PARTY) shall give notice to the party required to provide
      indemnification (the INDEMNIFYING PARTY) promptly after such Indemnified
      Party has actual knowledge of any claim as to which indemnity may be
      sought, and shall permit the Indemnifying Party to assume the defence of
      any such claim or any litigation resulting therefrom provided, however,
      that counsel for the Indemnifying Party, who shall conduct the defence of
      such claim or litigation, shall be approved by the Indemnified Party
      (whose approval shall not be unreasonably withheld or delayed) and,
      provided further, that the failure of any Indemnified Party to give notice
      as provided herein shall not relieve the Indemnifying Party of its
      obligations under this Section 6. The Indemnified Party may participate in
      such defence at such party's expense provided, however, that the
      Indemnifying Party shall pay such expense if representation of such
      Indemnified Party by the counsel retained by the Indemnifying Party would
      be inappropriate due to actual or potential conflicts of interests between
      the Indemnified Party and the Indemnifying Party. No Indemnifying Party,
      in the defence of any such claim or litigation or to which an Indemnified
      Party is or could have been a party and indemnity or contribution may be
      or could have been sought hereunder shall, except with the consent of such
      Indemnified Party, consent to entry of any judgement or enter into any
      settlement which does not include as an unconditional term thereof the
      giving by the claimant or plaintiff to such Indemnified Party of a release
      from all liability in respect of such claim or litigation. No Indemnified
      Party shall consent to entry of any

                                                                         Page 10

<PAGE>

      judgement or settle any such claim or litigation without the prior written
      consent of the Indemnifying Party.

(d)   In order to provide for just and equitable contribution to joint liability
      under the Securities Act in any case in which either (i) any holder of
      Registrable Shares exercising rights under this Agreement or any
      controlling person of any such holder makes a claim for indemnification
      pursuant to this Section 6, but it is judicially determined (by the entry
      of a final judgement or decree by a court of competent jurisdiction and
      the expiration of time to appeal or the denial of the last right of
      appeal) that such indemnification may not be enforced in such case
      notwithstanding the fact that this Section 6 provides for indemnification
      in such case or (ii) contribution under the Securities Act may be required
      on the part of any such selling Concerned Shareholder or any such
      controlling person in circumstances for which indemnification is provided
      under this Section 6; then, in each such case, the Company and such
      Concerned Shareholder will contribute to the aggregate losses, claims,
      damages or liabilities to which they may be subject (after contribution
      from others) in such proportions so that such selling Concerned
      Shareholder is responsible for the portion represented by the percentage
      that the public offering price of its Registrable Shares offered by the
      Registration Statement bears to the public offering price of all
      securities offered by such Registration Statement, and the Company is
      responsible for the remaining portion provided, however, that, in any such
      case (A) no such selling Concerned Shareholder will be required to
      contribute any amount in excess of the proceeds to it of all Registrable
      Shares sold by it pursuant to such Registration Statement and (B) no
      person or entity guilty of fraudulent misrepresentation, within the
      meaning of Section 11(f) of the Securities Act, shall be entitled to
      contribution from any person or entity who is not guilty of such
      fraudulent misrepresentation.

UNDERWRITING AGREEMENT

7.    In the event that Registrable Shares are sold pursuant to a Registration
Statement in an underwritten offering pursuant to Section 2, the Company agrees
to enter into an underwriting agreement containing customary representations and
warranties with respect to the business and operations of an issuer of the
securities being registered and customary covenants and agreements and
indemnities in favour of the underwriters to be performed by such issuer. The
Company shall not be obliged under Section 2, to include any of the Concerned
Shareholders' securities in such underwriting unless such Concerned Shareholders
accept the terms of the underwriting as agreed between the Company and the
underwriters.

INFORMATION BY HOLDER

8.    In the event that any Concerned Shareholder includes Registrable Shares in
any registration, such Concerned Shareholder shall furnish to the Company such
information regarding such Concerned Shareholder and the distribution proposed
by such Concerned Shareholder as the Company may reasonably request in writing
and as shall be required in connection with any registration, qualification or
compliance referred to in this Agreement.

                                                                         Page 11

<PAGE>

STAND-OFF AGREEMENT

9.    Each Concerned Shareholder, if requested by the Company and the managing
underwriter of an offering by the Company of Shares pursuant to a Registration
Statement, shall agree not to sell publicly or otherwise transfer or dispose of
any Registrable Shares or other securities of the Company held by such Concerned
Shareholder for a specified period of time (not to exceed 180 days) following
the effective date of such Registration Statement provided, however, that all
Concerned Shareholders holding not less than the number of Shares held by such
Concerned Shareholder (including Shares issuable upon the conversion of
convertible securities, or upon the exercise of options, warrants or rights) and
all officers and directors of the Company enter into similar agreements.

LIMITATIONS ON SUBSEQUENT REGISTRATION RIGHTS

10.   The Company shall not, without the prior written consent of the Concerned
Shareholders (which consent shall not be unreasonably withheld), enter into any
agreement (other than this Agreement) with any holder or prospective holder of
any securities of the Company which would allow such holder or prospective
holder (a NEW CONCERNED SHAREHOLDER) (a) to make a demand registration or (b)
request an incidental or "piggy back" registration.

RULE 144 REQUIREMENTS

11.   After the earliest of (i) the closing of the first sale of securities of
the Company pursuant to a Registration Statement and (ii) the registration by
the Company of a class of securities under Section 12 of the Exchange Act the
Company agrees to:

(a)   use its reasonable efforts to file with the Commission in a timely manner
      all reports and other documents required of the Company under the
      Securities Act and the Exchange Act (at any time after it has become
      subject to such reporting requirements); and

(b)   furnish to any holder of Registrable Shares upon request a written
      statement by the Company as to its compliance with the requirements of
      said Rule 144(c) and the reporting requirements of the Securities Act and
      the Exchange Act (at any time after it has become subject to such
      reporting requirements).

MERGERS, ETC

12.   The Company shall not, directly or indirectly, enter into any merger,
consolidation or reorganization in which the Company shall not be the surviving
corporation unless the proposed surviving corporation shall, prior to such
merger, consolidation or reorganization, agree in writing to assume the
obligations of the Company under this Agreement, and for that purpose references
hereunder to Registrable Shares shall be deemed to be references to the
securities which the Concerned Shareholders would be entitled to receive in
exchange for Registrable Shares under any such merger,

                                                                         Page 12

<PAGE>

consolidation or reorganization provided, however, that the provisions of this
Section 12 shall not apply in the event of any merger, consolidation or
reorganization in which the Company is not the surviving corporation if all
Concerned Shareholders are entitled to receive in exchange for their Registrable
Shares consideration consisting solely of (i) cash, (ii) securities of the
acquiring corporation which may be immediately sold to the public without
registration under the Securities Act or (iii) securities of the acquiring
corporation which the acquiring corporation has agreed to register within 90
days of completion of the transaction for resale to the public pursuant to the
Securities Act.

TERMINATION

13.   All of the Company's obligations to register Registrable Shares under this
Agreement shall terminate on the fifth anniversary of this Agreement.

TRANSFERS OF RIGHTS

14.   This Agreement, and the rights and obligations of each Concerned
Shareholder hereunder, may be assigned by such Concerned Shareholder to any
person or entity to which Shares are transferred by such Concerned Shareholder
in accordance with any contractual limitations on a transfer of Shares, and such
transferee shall be deemed a Concerned Shareholder for purposes of this
Agreement provided, however, that the transferee provides written notice of such
assignment to the Company and provided further that, notwithstanding the
foregoing, BA shall only be entitled to assign its rights under this Agreement
to another member of the BA Group.

GENERAL

15.   NOTICES. All notices, requests, consents, and other communications under
this Agreement shall be in writing and shall be delivered by hand or mailed by
first class certified or registered mail, return receipt requested, postage
prepaid to the address (as notified in writing from time to time) of parties
referred to in this Agreement and, in the case of the Investors, to the
following addresses:

<Table>
<S>   <C>                              <C>
(a)   Party:                           WARBURG, PINCUS PRIVATE EQUITY VIII, L.P.

      Address:                         466 Lexington Avenue
                                       New York
                                       NY
                                       10017-3147
                                       USA
      Facsimile No:                    001 212 878 9359
      Attn. Of:                        Patrick Hackett/Tim Curt
</TABLE>

                                                                         Page 13

<PAGE>
<Table>
<S>   <C>                              <C>
      WITH A COPY TO:                  (i)  WARBURG PINCUS INTERNATIONAL, LLC

      Attn. Of:                        Jeremy Young
      Address:                         Almack House
                                       28 King Street
                                       St. James's
                                       London SW1Y 6QW
      Facsimile No.:                   020 7321 0881

                                       (ii) FRESHFIELDS BRUCKHAUS DERINGER

      Attn. Of:                        James Wood
      Address:                         65 Fleet Street
                                       London EC4Y 7HS
      Facsimile No.:                   020 7832 7001

(b)   Party:                           BRITISH AIRWAYS PLC

      Attn. Of:                        The Company Secretary
      Address:                         Waterside PO Box 365
                                       Harmondsworth
                                       UB7 0GB
      Facsimile No.:                   020 8738 9800

(c)   Party:                           WNS (HOLDINGS) LIMITED

      Address:                         22 Grenville Street
                                       St Helier
                                       Jersey JE4 8PX
      Facsimile No.:                   01534 609 333
      Attn. Of:                        The Company Secretary
</Table>


Notices provided in accordance with this Section 15(a) shall be deemed delivered
upon personal delivery or two Business Days after deposit in the mail.

ENTIRE AGREEMENT

16.   This Agreement embodies the entire agreement and understanding between the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements and understandings relating to such subject matter.

AMENDMENTS AND WAIVERS

17.   Any term of this Agreement may be amended and the observance of any term
of this Agreement may be waived (either generally or in a particular instance
and either retroactively or prospectively), with the written consent of the
Company, and the holders of at least 75% of the Registrable Shares provided,
however, that this

                                                                         Page 14

<PAGE>

Agreement may be amended with the consent of the holders of less than all
Registrable Shares only in a manner which affects all Registrable Shares in the
same fashion. Terms of this Agreement, which affect the rights of BA hereunder,
may be amended only with the prior written consent of BA. No waivers of or
exceptions to any term, condition or provision of this Agreement, in any one or
more instances, shall be deemed to be, or construed as, a further or continuing
waiver of any such term, condition or provision.

COUNTERPARTS

18.   This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original, but all of which shall be one and the same
document.

SEVERABILITY

19.   The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement.

GOVERNING LAW

20.   This Agreement shall be governed by and construed in accordance with the
laws of New York, without reference to its conflict of laws provisions.

Executed as of the date first written above

                                                                         Page 15

<PAGE>

SIGNED by Tim Curt                                   )
a General Partner of WARBURG, PINCUS                 )
& CO. for and on                                     )  /s/  Tim Curt
behalf of WARBURG, PINCUS                            )
PRIVATE EQUITY VIII, L.P.                            )



SIGNED by Tim Curt                                   )
a General Partner of WARBURG, PINCUS                 )
& CO. for and on                                     )  /s/  Tim Curt
behalf of WARBURG, PINCUS                            )
INTERNATIONAL PARTNERS L.P.                          )



SIGNED by Tim Curt                                   )
a General Partner of WARBURG, PINCUS                 )
& CO. for and on                                     )  /s/  Tim Curt
behalf of WARBURG, PINCUS                            )
NETHERLANDS INTERNATIONAL                            )
PARTNERS I, CV                                       )


SIGNED by Tim Curt                                   )
a General Partner of WARBURG, PINCUS                 )
& CO. for and on                                     )  /s/  Tim Curt
behalf of WARBURG, PINCUS                            )
NETHERLANDS INTERNATIONAL                            )
PARTNERS II, CV                                      )



DULY SIGNED by                                       )
Chris Haynes                                         )
of BRITISH AIRWAYS PLC                               )  /s/  Chris Haynes
for and on behalf of                                 )
BRITISH AIRWAYS PLC                                  )


DULY SIGNED by                                       )
Pulak Prasad                                         )
of WNS (HOLDINGS) LIMITED                            )  /s/  Pulak Prasad
for and on behalf of                                 )
WNS (HOLDINGS) LIMITED                               )

                                                                         Page 16
</TEXT>
</DOCUMENT>
