<DOCUMENT>
<TYPE>EX-10.12
<SEQUENCE>20
<FILENAME>u92712exv10w12.txt
<DESCRIPTION>EX-10.12 LEAVE AND LICENCE AGREEMENT DATED MAY 31, 2006 BETWEEN GODREJ & BOYCE MANUFACTURING COMPANY LTD. AND WNS GLOBAL SERVICES PRIVATE LIMITED WITH RESPECT TO PLANT 11.
<TEXT>
<PAGE>
                                                                   Exhibit 10.12



                            GODREJ & BOYCE MFG CO LTD

                                LEGAL DEPARTMENT

                                  AGREEMENT ON
                                LEAVE AND LICENCE
                                 (WNS PLANT 11)



<PAGE>

                                      INDEX


<Table>
<Caption>
------------------------------------------------------------------------
ARTICLES                      CONTENTS                         PAGE NO
------------------------------------------------------------------------
<S>             <C>                                            <C>
  I                           PREMISES
  II              COMMENCEMENT,DURATION,RENEWAL
                          AND REGISTRATION
  III                       LICENCE FEE
  IV            PROPERTY TAXES,MUNICIPAL TAXES AND
                       OTHER STATUTORY LEVIES
                      RELATING TO THE PREMISES
  V               REPAIRS AND MAINTENANCE TO THE
                              PREMISES
  VI                  OBLIGATIONS OF LICENSOR
  VII                 OBLIGATIONS OF LICENSEE
  VIII              NON SOLICITATION OF EMPLOYEES
  IX                TERMINATION OF THE AGREEMENT
  X                     COMPLIANCE WITH LAW
  XI                        ARBITRATION
  XII                       JURISDICTION
  XIII                    ENTIRE AGREEMENT
  XIV                      FORCE MAJEURE
  XV                           NOTICES
------------------------------------------------------------------------
</Table>


<PAGE>

                           LEAVE AND LICENCE AGREEMENT

THIS AGREEMENT made on this 31st day of May 2006 BETWEEN GODREJ & BOYCE
MANUFACTURING COMPANY LTD., a Company incorporated under the provisions of the
Indian Companies Act, 1913, and having its Registered Office at Pirojshanagar,
Vikhroli, Mumbai 400079 hereinafter referred to as the "LICENSOR" (which
expression shall unless it be repugnant to the context or meaning thereof, be
deemed to include their successors and permitted assigns) of the ONE PART;

                                       AND

WNS Global Services Pvt. Ltd., a Company incorporated under the Companies Act,
1956, and having its Registered Office at Plant 10, Godrej & Boyce Complex,
Vikhroli (W), Mumbai 400 079 hereinafter referred to as "the LICENSEE" (which
expression shall

<PAGE>

unless it be repugnant to the context or meaning thereof, be deemed to include
their successors and permitted assigns) of the OTHER PART.

The "LICENSOR" and the "LICENSEE" are hereinafter together always referred to as
the "Parties" and are individually, when necessary, referred to as "Party".

WHEREAS the LICENSOR is the owner of and absolutely seized and possessed of
and/or otherwise well and sufficiently entitled to all those lands lying, being
and situate at Pirojshanagar, Vikhroli, Mumbai 400079, on which the LICENSOR has
built and constructed several industrial sheds and office blocks.

AND WHEREAS the LICENSOR has constructed Plant No. 11 building (Part) being
delineated in RED in the plan annexed and more particularly described in the
schedule hereto (hereinafter referred to as "the Licensed Premises").

AND WHEREAS the LICENSEE has requested the LICENSOR to permit the LICENSEE to
use and occupy the Licensed Premises which request has been acceded to by the
LICENSOR and the Parties hereto have agreed to enter into a Leave & License
Agreement in the manner following:

NOW THIS DEED WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES
HERETO AS FOLLOWS:

I.    PREMISES

1.    The LICENSOR hereby grants the Leave and License to the LICENSEE to use
      and occupy the Licensed Premises, more particularly written and detailed
      in the schedule hereunder

<PAGE>

      (and demarcated in the colour RED in the plan annexed hereto).

2.    At all times, the ownership and legal possession of the Licensed Premises
      shall be that of the LICENSOR, only and the LICENSEE shall use and occupy
      the Licensed Premises as LICENSEE only, and shall not claim any right,
      title or interest of any nature whatsoever in the Licensed Premises and
      that nothing in this Agreement shall be construed to be a demise at law in
      respect of the Licensed Premises or to confer the LICENSEE any right of
      tenancy/sub-tenancy/lease/sub-lease, etc., in respect of the Licensed
      Premises or to confer upon the LICENSEE any right of
      tenancy/sub-tenancy/lease/sub-lease, etc., in respect of the Licensed
      Premises.

II.   COMMENCEMENT, DURATION, RENEWAL OF LEAVE AND LICENCE AND REGISTRATION OF
      LEAVE AND LICENCE DEED

1.    The Leave & Licence shall be deemed to have commenced on or from
      24.04.2006 and shall be in force for a period of 33 months, on the same
      terms and conditions herein.

2.    The LICENSOR shall allow the LICENSEE to use the Licensed Premises for the
      period mentioned above without any hindrance, obstacle etc. subject to the
      LICENSEE paying the License fee.

3.    Cost of Non Judicial stamp paper, registration charges and expenses in
      respect of this document shall be borne by the LICENSEE.

4.    The duly stamped and registered Leave and License Deed shall always remain
      with the LICENSOR

5.    The Leave and Licence Agreement may be agreed to be renewed for a further
      term at the option of the LICENSOR.

<PAGE>

III.  LICENCE FEE

1)    In consideration of the grant of the Licence to use the Licensed Premises
      as aforesaid, the LICENSEE shall pay to the LICENSOR a monthly License fee
      of Rs. 6,63,354.00 from the date of commencement of the Agreement.

2)    The Licence fee shall be paid by the LICENSEE to the LICENSOR by way of an
      account payee cheque drawn in favour of the LICENSOR on or before the 5th
      day of every month.

IV.   PROPERTY TAXES, MUNICIPAL TAXES AND OTHER STATUTORY LEVIES RELATING TO THE
      SAID PREMISES/PROPERTY

1)    The Licensor shall pay in respect of the Licensed Premises all existing
      taxes and outgoings including all municipal taxes, cess, duties,
      impositions and levies imposed by the municipal corporation of Greater
      Mumbai. Any future increase in the rates of taxes and outgoings aforesaid
      by the Municipal Corporation of Greater Mumbai subsequent to the first
      assessment as a Licensed premises shall be shared equally by the Licensor
      and the Licensee. In other words the Licensee shall not be liable for any
      increase of taxes and outgoings if such increase is attributable only to a
      change in the nature of assessment due to the license created in favour of
      the Licensee.
      This shall not be applicable for the First Floor area for which the
      Licensee has agreed to reimburse all taxes, cesses, duties, impositions &
      levies imposed by MCGM which is in excess of Rs. 3/-sq.ft of built up area
      at the first assessment stage as well as for any other future increases.

2)    The LICENSEE shall pay the actual charges for Electricity consumed by the
      LICENSEE as per the actual meter reading to the concerned authority.

<PAGE>

V.    REPAIRS AND MAINTENANCE TO THE PREMISES

1)    The LICENSEE shall maintain and undertake all minor repair work relating
      to the Licensed Premises. In the event of any major structural defects in
      the Licensed Premises, it shall be the responsibility and obligation of
      the LICENSOR to carry out such repairs.

2)    No major structural alteration or modification of permanent nature shall
      be carried out by the LICENSEE.

VI.   OBLIGATIONS OF LICENSOR

1)    The LICENSOR shall be liable to make good the exterior and structure of
      the Licensed Premises including walls, drainage and roof by carrying out
      necessary repairs or renovations within its statutory common duty of care.

2)    The LICENSOR shall provide the LICENSEE for its operation at their own
      cost

        a)  Water -- Requisite water connection from the Municipal Corporation,
            subject to availability. The charges for consumption of water shall
            however be borne by the LICENSEE as per actual metered consumption
            at prevailing rates.

        b)  Power -- With a view to enable the LICENSEE to put up and operate
            lights, fans split/windows/central air conditioning and other
            electrical, mechanical and electronic equipment, computers,
            peripherals, fittings and apparatus as the LICENSEE may require, the
            LICENSOR shall allow the LICENSEE to make necessary application for
            power to the concerned authorities and

<PAGE>

            avail of the power supply. The LICENSOR shall provide the necessary
            no objection for such application of power supply by the LICENSEE to
            the authorities. Any alterations or additions to the electrical
            installations which the LICENSEE carries out shall be intimated to
            the LICENSOR and the LICENSEE shall obtain necessary statutory
            approvals for the same. The LICENSEE hereby agrees to bear all
            charges to be paid to the power supply company for making the power
            available to the LICENSEE in terms of these presents and for
            consumption of the electrical power by the LICENSEE.

3)    LICENSOR shall keep the area surrounding the Licensed Premises and its
      approaches in clean and tidy condition.

4)    The Licensor shall take all reasonable steps to assist the Licensee for
      facilitating the installation of telecommunication infrastructure
      including telephone lines, leased lines etc. by the Licensee.

VII.  OBLIGATIONS OF THE LICENSEE

1)    The Licensed Premises will be used only for carrying on the business of
      the LICENSEE and for no other purpose.

2)    The LICENSEE shall not be deemed to be in the exclusive occupation of the
      Licensed Premises and the LICENSOR will have the right to enter upon the
      Licensed Premises at any time to inspect the Licensed Premises with
      adequate prior notice to the Licensee and without inconveniencing the
      Licensee in any way. Provided always that the Licensor shall not interfere
      with the work or operation of the Licensee being lawfully carried on in
      the Licensed Premises.

3)    The LICENSEE shall use the Licensed Premises as bare LICENSEE only and
      such use shall cease forthwith on the

<PAGE>

      expiry of the term of this Agreement or upon sooner determination of this
      Agreement.

4)    The LICENSEE shall use the Licensed Premises with due care and caution and
      shall keep the said Licensed Premises in good order and condition and upon
      the expiry of this license, the LICENSEE shall leave the same in good
      condition as they are on the date hereof and shall make compensation for
      any damage done (reasonable wear and tear excepted) due to Licensee's act
      or omission.

5)    The LICENSEE shall not cause any nuisance or annoyance to the people in
      the neighborhood or store any hazardous goods on the Licensed Premises.

6)    On the expiration of the said term or period of the licence or earlier
      termination thereof, the LICENSEE shall hand over vacant and peaceful
      possession of the Licensed Premises to the LICENSOR in the same condition
      in which the Licensed Premises now exist subject to normal wear and tear.
      The LICENSEE'S occupation of the Licensed Premises after such termination
      will be deemed to be that of a trespasser.

7)    The LICENSEE shall under no circumstances assign or transfer the benefit
      of this Agreement to any other person.

8)    The LICENSEE shall keep the Licensed Premises and every part thereof in
      clean and tidy condition. The LICENSEE shall not keep anything in or
      around the Licensed Premises, which shall always be kept un-littered and
      in tenantable condition.

9)    The LICENSEE shall not in any way impede the LICENSOR or its personnel in
      the exercise of the right of possession and control of the Licensed
      Premises and every part thereof.

10)   The LICENSEE will keep the interior of the Licensed Premises in good and
      substantial repair and condition.

11)   The LICENSOR'S personnel shall at all times be granted unrestricted access
      to the Licensed Premises including every part thereof, for the purpose of
      maintaining/repairing the

<PAGE>

      essential services/equipments located in and around the Licensed Premises
      and also to check if any addition/alterations have been done by LICENSEE
      without the consent of the LICENSOR with adequate prior notice to the
      Licensee and without inconveniencing the Licensee in any way. Provided
      always that the Licensor shall not interfere with the work or operation of
      the Licensee being lawfully carried on in the Licensed Premises..

12)   In the event of any amendment to the current laws or any new land laws
      being enacted by the Legislature, the same shall not apply to either party
      so as to prejudicially effect their respective rights mutually agreed
      hereunder.

13]   The LICENSOR or its representative, employee or workmen shall at all times
      have unobstructed access to the open areas around the Licensed Premises
      during the term of this Agreement for purposes of access to essential
      services or in case of emergencies.

14)   The Licensor shall deploy its security personnel at the entrance of the
      appurtenant area of the Licensed Premises.

VIII. NON SOLICITATION OF EMPLOYEES

      Neither party shall, during the term of this Agreement and for a period of
      five years thereafter, directly or indirectly solicit, recruit, or induce
      the employees, Clients and customers of the other Party.

IX.   TERMINATION OF THE AGREEMENT

1)    Either party shall be entitled to terminate this Agreement, in the event
      of the Other Party committing a breach of the terms and conditions
      contained in this Agreement to be observed and performed by such Other
      Party, by giving 30 days advance

<PAGE>

      notice in writing and if the Other Party rectifies the breach and informs
      the non breaching Party in writing about the same within the said period
      of 30 days then the notice will cease to be effective. In case of the
      breaching Party being the Licensee and is unable to rectify the breach
      within the period of 30 days, the LICENSEE shall forthwith quit, vacate
      and hand over the peaceful possession of the Licensed Premises within 30
      days thereafter to the Licensor. Provided, however, that failure of the
      Licensee of its obligation to quit, vacate and handing over the peaceful
      possession of the Licensed Premises within 30 days in the event of the
      LICENSEE failing in his obligation to correct the breach within the
      specified period mentioned above, the LICENSOR shall be entitled to
      forthwith to remove the LICENSEE from the Licensed Premises.

2)    Further in the event the LICENSEE informs the LICENSOR of its decision or
      desire to reduce its paid up capital below Rs.1,00,00,000/- or such
      statutory limits as may be fixed by the Maharashtra Rent Control Act, 1999
      the LICENSOR shall be entitled to terminate this Agreement by giving 30
      days notice in writing to the LICENSEE, it being the express intention of
      the Parties that the LICENSEE shall under no circumstances seek protection
      under the Rent Control Act including any amendment thereto, and that the
      LICENSEE shall hand over vacant and peaceful possession of the Licensed
      Premises 30 days after the LICENSOR serves the LICENSEE with notice of
      termination as provided hereinafter.

3)    Notwithstanding anything contained Clauses 1, 2 & 3 above, it is hereby
      agreed and declared that if the LICENSEE passes a resolution for voluntary
      winding up or if it is unable to pay its debts or compromises with its
      creditors or if a receiver of its property is appointed or if a petition
      filed under the Companies Act, 1956 for winding up of the LICENSEE is
      successful or if the LICENSEE voluntarily becomes the subject

<PAGE>

      of proceedings under any bankruptcy or insolvency law, or if the LICENSEE
      takes or suffers action for its reorganization, or its liquidation or
      dissolution except when such events is within the Group Entities of the
      LICENSEE as mentioned in Annexure I, provided that the Group is not
      amalgamated with any other company or taken over by any other entity, or
      the LICENSEE becomes or is declared a sick company under the Sick
      Industrial Companies Special Provisions Act, 1985 then and in any of such
      events the LICENSOR shall be entitled to terminate this Agreement
      forthwith and thereupon the LICENSEE or the person or persons or authority
      in whom the estate of the LICENSEE may be vested shall hand over charge of
      Licensed Premises to the LICENSOR forthwith, failing which the LICENSOR
      shall be entitled to reenter the Licensed Premises.

5)    On the expiry or earlier termination of this license, the LICENSEE shall,
      within not more than 30 days of such expiry or termination, remove its
      employees and servants and all its and their belongings, chattels,
      articles and things, whether or not affixed to the Licensed Premises
      (hereinafter called the "said Goods") from the Licensed Premises, and
      vacate and hand over quiet and peaceful possession of the Licensed
      Premises to the LICENSOR in the same good order and condition in which
      they were at the time when the LICENSEE entered into the Licensed Premises
      (reasonable ware & tare acceptable). The LICENSEE shall be liable to pay
      the License fee of Rs. 3,00,000.00 (Rupees Three Lacs only) per day.

6)    Subject to Clause 5 above and the other provisions of this Agreement, it
      is expressly agreed between the parties hereto that the occupation of the
      Licensed Premises by the LICENSEE immediately after expiry or sooner
      determination/ termination of this Agreement shall be an act and the
      LICENSEE shall pay to the LICENSOR a sum of Rs.3,00,000.00 (Rupees Three
      Lacs only) per day for occupying the Licensed Premises. This right

<PAGE>

      will be without prejudice to the other remedies available to the LICENSOR
      in law.

X.    COMPLIANCE WITH LAW

1)    LICENSEE shall comply with all rules, regulations, ordinances and other
      public requirements now or hereafter pertaining to LICENSEE'S use of the
      Licensed Premises and indemnify the LICENSOR against any breach thereof.

2)    LICENSOR shall comply with all laws, orders, ordinances and other public
      requirements now or hereafter affecting the Licensed Premises and
      indemnify the LICENSEES against any breach thereof.

XI.   ARBITRATION

1)    If any dispute arises between the parties hereto during the subsistence or
      thereafter, in connection with the validity, interpretation,
      implementation or alleged material breach of any of the provisions of this
      Agreement or regarding any question including the question as to whether
      the termination of the Agreement by one party hereto has been legitimate,
      the parties hereto shall endeavor to settle such disputes amicably.

2)    In case of the failure of the parties to settle such disputes within 30
      days, either party shall be entitled to refer the disputes (if legally
      possible) to arbitration. The arbitration shall be conducted by a sole
      Arbitrator mutually appointed, or in case of disagreement as to the
      appointment of a sole Arbitrator, by three (3) Arbitrators of which each
      party shall appoint one Arbitrator and the two appointed Arbitrators shall
      jointly appoint the third Arbitrator. The provisions of the Arbitration
      and Conciliation Act, 1996, including any

<PAGE>

      amendment to it thereto shall govern the Arbitration proceedings. The
      Arbitration proceedings shall be in English. The place of arbitration will
      be Mumbai.

XII.  JURISDICTION

      The Parties expressly agree that only the competent courts of jurisdiction
      at Mumbai shall have exclusive jurisdiction in all matters arising
      hereunder.

XIII. ENTIRE AGREEMENT

1)    This Agreement and all attachments hereto set for the entire understanding
      and Agreement between the parties as to the Subject matter of this
      Agreement and merge and supersede all Previous communications,
      negotiations, warranties, representations and agreements either oral or
      written, With respect to the subject matter hereof and no addition to or
      Modification of this Agreement shall be binding on either party hereto
      unless reduced to writing and duly executed by each of the parties hereto.
      In the event of any conflict between the terms of this Agreement and the
      terms of any letter or other document, the terms of this Agreement shall
      govern.

2)    In case one or more provisions contained in this Agreement should be or
      become fully or in part invalid, illegal or unenforceable in any respect
      under any applicable law, the validity, legality and enforceability of
      the remaining provisions of this Agreement shall not in anyway be affected
      or impaired. Any provision which is fully or in part invalid, illegal or
      unenforceable shall be replaced, if possible under the applicable law, by
      a provision which as nearly as possible

<PAGE>

      fulfills the intent of the invalid, illegal or unenforceable provision.

XIV.  FORCE MAJEURE

1)    Any delay or failure of performance by either party to this Agreement
      shall not constitute default hereunder or give rise to any claims for
      damages against that party, if and to the extent caused by force majeure
      or matters beyond reasonable control of such party including, but not
      limited to the acts of god, fires, floods, severe droughts, explosion,
      riots, war, etc.

2)    If the force majeure in question, prevails for a continuous period in
      excess of 30 days, the parties shall enter into bonafide discussions with
      a view to access its effects or to agreeing upon such alternative
      arrangements as may be fair and reasonable. Upon cessation of the cause or
      causes for delay or prevention, the party affected by the force majeure
      shall resume the performance of the contractual obligations. In the event
      of force majeure the parties will make their best endeavours to and will
      take all reasonable measures available to mitigate the effect of such
      force majeure.

3)    If the whole or any portion of the Licensed Premises shall, at any time,
      be destroyed or damaged, so as to be rendered inaccessible or
      uninhabitable, in whole or in part, other than due to the fault of the
      Licensee or if as a result of any of the force majeure events as mentioned
      in Clause 14 the Licensee is prevented from gaining free and unobstructed
      access to the Licensed Premises, then the license fee to be paid hereunder
      or appropriate portion thereof according to the nature and extent of the
      impediment to occupancy shall cease and be suspended proportionately until
      the Licensed Premises shall be rendered fit and accessible for use and
      occupation by the Licensee. However, if the Licensed

<PAGE>

      Premises is not fit for use and occupation or continues to remain unfit
      for use and occupation by the Licensee or if the Licensee is prevented
      from gaining free and unobstructed access to the Licensed Premises for a
      period of 90 days or mutually agreed period, then the Licensee shall upon
      the expiry of the said 90 days or mutually agreed period be entitled to
      terminate this Agreement by giving to the Licensor 07 days notice in
      writing.

XV.   NOTICES

1)    All notices or other communications required or permitted or be given
      under this Agreement shall be in writing and shall be either delivered
      personally or sent by mail, at the following addresses of the parties:

      a.    to the LICENSOR at its Registered office mentioned herein, and

      b.    to the LICENSEE at

            i.    the Licensed Premises and

            ii.   its registered office

2)    Notice shall be deemed to be given on the seventh business day after such
      notice is mailed, if sent by registered mail. Any notice shall commence on
      the day such notice is deemed ought to be given.

3)    A party may change its address for purposes hereof by notice to the other
      party.


         .




                                    SCHEDULE

An area of 35214.74 sq. ft. lying and situated at the Ground Floor and 34396.68
sq. ft. lying and situated on Mezzanine floor of Plant Building No. 11 on Survey
Nos. 56 (Pt) 57 (Pt) of Village Vikhroli,

<PAGE>

corresponding to CTS No.7 (Pt), Mumbai. The above property is bounded by:

Due North: Boundary wall of Godrej & Boyce Mfg. Co. Ltd.
Due South: Internal road of Godrej & Boyce Mfg. Co. Ltd.
Due East: Part plant 11 structure belonging to Godrej & Boyce Mfg. Co. Ltd.
Due West: Plant No. 10 Belonging to Godrej & Boyce Mfg. Co. Ltd.


IN WITNESS WHEREOF the parties hereto have executed these presents on the 31st
day of May, 2006.


SIGNED, SEALED AND DELIVERED        )
By the within named LICENSOR        )
GODREJ & BOYCE MFG. CO. LTD.        ) /s/ Maneck H. Engineer
Through its Authorized Signatory    )
Mr. Maneck H. Engineer              )
In the presence of .............    )


SIGNED, SEALED AND DELIVERED        )
By the within named LICENSEE        )
WNS GLOBAL SERVICES PVT. LTD        ) /s/ Suzanne Vadhavkar
Through its Authorized Signatory    )
Ms. Suzanne Vadhavkar               )
In the presence of .............    )
</TEXT>
</DOCUMENT>
