We have audited the attached Balance Sheet of Firstsource Solutions
 Limited (the Company) as at 31 March 2011 and the related Profit and
 Loss Account and Cash Flow Statement for the year ended on that date,
 annexed thereto. These financial statements are the responsibility of
 the Companys management. Our responsibility is to express an opinion
 on these financial statements based on our audit.
 
 We conducted our audit in accordance with auditing standards generally
 accepted in India. Those Standards require that we plan and perform the
 audit to obtain reasonable assurance about whether the financial
 statements are free of material misstatement. An audit includes
 examining, on a test basis, evidence supporting the amounts and
 disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and signifi cant estimates
 made by management, as well as evaluating the overall financial
 statement presentation. We believe that our audit provides a reasonable
 basis for our opinion.
 
 1.  Without qualifying our opinion, we draw attention to Schedule 30 to
 the financial statements that describes the early adoption by the
 Company of Accounting Standard (AS) 30, Financial Instruments –
 Recognition and Measurements, read with AS 31, Financial Instruments –
 Presentation, as applicable, along with prescribed limited revisions to
 other accounting standards, issued by the Institute of Chartered
 Accountants of India, as in managements opinion, it more appropriately
 refl ects the nature / substance of the related transactions. The
 Company has accounted for assets and liabilities as per requirements of
 AS 30 including prescribed limited revisions to other accounting
 standards. AS 30 is not yet notifi ed/ prescribed under the Companies
 (Accounting Standards) Rules, 2006, and therefore, can be applied only
 to the extent that it does not confl ict with other accounting
 standards notifi ed/ prescribed under the said rules. Consequent to
 adoption of AS 30, the Profit after taxation is lower and reserves and
 surplus as at the balance sheet date is higher by Rs. (000) 237,064 and
 Rs. (000) 629,249 respectively.
 
 2.  As required by the Companies (Auditors Report) Order, 2003 (the
 Order), as amended, issued by the Central Government of India in terms
 of sub-section (4A) of Section 227 of the Companies Act, 1956 (the
 Act), we enclose in the Annexure a statement on the matters specifi ed
 in paragraphs 4 and 5 of the said Order.
 
 3.  Further to our comments in the Annexure referred to above, we
 report that:
 
 a) we have obtained all the information and explanations which to the
 best of our knowledge and belief were necessary for the purposes of our
 audit;
 
 b) in our opinion, proper books of account as required by law have been
 kept by the Company so far as appears from our examination of those
 books;
 
 c) the balance sheet, Profit and loss account and the cash flow
 statement dealt with by this report are in agreement with the books of
 account;
 
 d) in our opinion, the balance sheet, the Profit and loss account and
 the cash flow statement dealt with by this report comply with the
 Accounting Standards referred to in sub-section (3C) of Section 211 of
 the Act except for the matters stated in paragraph 1 above;
 
 e) on the basis of written representations received from directors of
 the Company as at 31 March 2011 and taken on record by the Board of
 Directors, we report that none of the directors is disqualifi ed as on
 31 March 2011 from being appointed as a director in terms of clause (g)
 of sub-section (1) of Section 274 of the Act; and
 
 f) in our opinion, and to the best of our information and according to
 the explanations given to us, read with paragraph 1 above, the said
 accounts give the information required by the Act in the manner so
 required, and give a true and fair view in conformity with the
 accounting principles generally accepted in India:
 
 i) in the case of the balance sheet, of the state of affairs of the
 Company as at 31 March 2011;
 
 ii) in the case of the Profit and loss account, of the Profit of the
 Company for the year ended on that date; and
 
 iii) in the case of the cash flow statement, of the cash flows of the
 Company for the year ended on that date.
 
 ANNEXURE TO THE AUDITORS REPORT - 31 MARCH 2011 (Referred to in our
 report of even date)
 
 1.  (a) The Company has maintained proper records showing full
 particulars including quantitative details and situation of fi xed
 assets.
 
 (b) The Company has a regular programme of physical verifi cation of
 its fi xed assets by which all fi xed assets are verifi ed annually. In
 our opinion, this periodicity of physical verifi cation is reasonable
 having regard to the size of the Company and the nature of its assets.
 No material discrepancies were noticed on such verifi cation.
 
 (c) Fixed assets disposed off during the year were not substantial and,
 therefore, do not affect the going concern assumption.
 
 2.  The Company is a service Company, primarily rendering contact
 centre, transaction processing and debt collection services. It does
 not hold any physical inventories. Accordingly, paragraph 4(ii) of the
 Order is not applicable.
 
 3.  (a) The following are the particulars of loans granted by the
 Company to parties covered in the register maintained under Section 301
 of the Act:
 
 Name of Party    Relationship    Amount   Year end   Maximum balance
                  with Company   Rs. (000)   balance      outstanding
                                           Rs. (000)        Rs. (000)
 
 Firstsource 
 Business Process 
 Services, LLC     Subsidiary        -         -           416,622
 
 Firstsource 
 Group USA Inc.    Subsidiary        -      6,689,250    7,059,750
 
 Pipal Research 
 Corporation       Subsidiary        -         -            20,000
 
 (b) In our opinion, the rate of interest and other terms and conditions
 on which the loan has been granted to the party listed in the register
 maintained under Section 301 of the Act are not, prima facie,
 prejudicial to the interest of the Company.
 
 (c) In case of the loan granted to the companies listed in the register
 maintained under Section 301 of the Act, the borrower has been regular
 in repayment of interest. The terms of arrangement do not stipulate any
 repayment schedule and the loan is repayable on demand. According to
 the information and explanations given to us, the parties have repaid
 interest and principal as and when demanded during the year.
 
 (d) According to the information and explanations given to us, there is
 no overdue amounts of more than one lakh in respect of loans granted to
 parties listed in the register maintained under Section 301 of the Act.
 
 (e) According to the information and explanations given to us, the
 Company has not taken any loans, secured or unsecured, from companies,
 fi rms or other parties covered in the register maintained under
 Section 301 of the Act. Accordingly, paragraphs 4(iii)(e) to 4(iii)(g)
 of the Order are not applicable.
 
 4.  In our opinion and according to the information and explanations
 given to us, there is an adequate internal control system commensurate
 with the size of the Company and the nature of its business with regard
 to purchase of fi xed assets and with regard to the sale of services.
 The activities of the Company do not involve purchase of inventory and
 sale of goods. In our opinion and according to the information and
 explanations given to us, there is no continuing failure to correct
 major weaknesses in internal control system.
 
 5.  (a) In our opinion and according to the information and
 explanations given to us, the particulars of contracts or arrangement
 referred to in Section 301 of the Act have been entered in the register
 required to be maintained under that section.
 
 (b) In our opinion, and according to the information and explanations
 given to us, the transactions made in pursuance of contracts or
 arrangements referred to in (a) above and exceeding the value of Rs. 5
 lakhs in respect of any party during the year are for the Companys
 specialised requirements for which suitable alternate sources are not
 available to obtain comparable quotations.  However, on the basis of
 information and explanations provided, the prices appear reasonable.
 
 6.  The Company has not accepted any deposits from the public.
 
 7.  In our opinion, the Company has an internal audit system
 commensurate with its size and the nature of its business.
 
 8.  The Central Government has not prescribed the maintenance of cost
 records under Section 209(1)(d) of the Act for any of the services
 rendered by the Company.
 
 9.  (a) According to the information and explanations given to us and
 on the basis of our examination of the records of the Company amounts
 deducted / accrued in the books of accounts in respect of undisputed
 statutory dues including Provident Fund, Employees State Insurance,
 Income tax, Wealth tax, Service tax, Customs duty, Cess and other
 material statutory dues have been generally regularly deposited during
 the year with the appropriate authorities. As explained to us, the
 Company did not have any dues on account of Sales tax, Excise duty and
 Investor Education and Protection Fund.
 
 There were no dues on account of Cess under Section 441A of the Act,
 since the date from which the aforesaid section comes into force has
 not yet been notifi ed by the Central Government.
 
 According to the information and explanations given to us, no
 undisputed amounts payable in respect of Provident Fund, Employees
 State Insurance, Income tax, Wealth tax, Service tax, Customs duty,
 Cess and other material statutory dues were in arrears as at 31 March
 2011 for a period of more than six months from the date they became
 payable.
 
 (b) According to the information and explanations given to us, the
 following dues of Income tax and Service tax have not been deposited by
 the Company on account of disputes:
 
 Name of 
 the Statute      Nature of 
                  the Dues     Amount    Period to
                                            which    Forum where 
                                                     dispute is pending
                              Rs. (000)   the amount
                                          relates
 
 Income-tax 
 Act, 1961     Transfer pricing  40,929   2002-03  Commissioner of Income
               demand                              Tax -Appeals
 
 Income-tax 
 Act, 1961     Assessment under  39,728   2003-04  Commissioner of Income
               Section 143 (3)                     Tax- Appeals
 
 Income-tax 
 Act, 1961     Assessment under  15,621   2004-05  Deputy Commissioner
                                                   of Income
               Section 143 (3)                     Tax
 
 Income-tax 
 Act, 1961     Assessment under  34,550   2005-06  Commissioner of
                                                   Income Tax
               Section 143 (3)
 
 Service Tax 
 Rules, 1994   Demand notice     23,574   2007-08  Commissioner of 
                                                   Service Tax
 
 10.  The Company does not have any accumulated losses at the end of the
 financial year and has not incurred cash losses in the financial year
 and in the immediately preceding financial year.
 
 11.  In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in repayment of dues to its
 bankers, bondholders or to any financial institutions.
 
 12.  The Company has not granted loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 13.  In our opinion and according to the information and explanations
 given to us, the Company is not a chit fund/nidhi/mutual benefit
 fund/society
 
 14.  According to the information and explanations given to us, the
 Company is not dealing or trading in shares, securities, debentures and
 other investments.
 
 15.  In our opinion and according to the information and explanations
 given to us, the terms and conditions on which the Company has given
 guarantees for loans taken by others from banks or financial
 institutions are, prima facie, not prejudicial to the interest of the
 Company.
 
 16.  In our opinion and according to the information and explanations
 given to us, the term loans taken by the Company have been applied for
 the purpose for which they were raised.
 
 17.  According to the information and explanations given to us and on
 an overall examination of the Balance Sheet of the Company, we are of
 the opinion that the funds raised on short-term basis have not been
 used for long-term investment.
 
 18.  In our opinion and according to the information and explanations
 given to us, the Company has not made preferential allotment of shares
 to parties covered in the register maintained under Section 301 of the
 Act.
 
 19.  According to the information and explanations given to us, the
 Company has not issued any secured debentures during the year.
 
 20.  The Company has not raised any money by public issues during the
 year.
 
 21.  According to the information and explanations given to us, no
 material fraud on or by the Company has been noticed or reported during
 the course of our audit.
 
                                                 For B S R & Co.
                                           Chartered Accountants
 
                                 Firms Registration No: 101248W
 
                                                Bhavesh Dhupelia
 
 Mumbai                                                  Partner
 
 27 April 2011                             Membership No: 042070