The Directors take great pleasure in presenting their Tenth Annual
 Report on the business and operations of the Company and the audited fi
 -nancial statements for the year ended March 31, 2011.
 
 FINANCIAL RESULTS
 
 The performance of the Company for the financial year 2010-11 is
 summarised below:
 
                                                   (Rs. in Million)
 
 Particulars                 Consolidated            Standalone
 
                       FY 2010-11  FY 2009-10   FY 2010-11  FY 2009-10
 
 Total Income          20,694.7    19,918.0      7,198.0     6,832.0
 
 Profit Before
 Interest and 
 Depreciation           2,973.8     2,931.3      1,146.3     1,423.9
 
 Interest and Finance 
 Charges (net)            330.0       455.8       -123.1       277.8
 
 Depreciation             890.8       872.7        573.8       524.4
 
 Profit Before Tax     1,753.0     1,602.8        695.6       621.7
 
 Provision for Taxation 
 (including Deferred 
 Tax Charge/Credit)       349.3       237.6         32.7       -51.6
 
 Profit After Tax Before 
 Minority Interest      1,403.7     1,365.2        662.9       673.3
 
 Minority Interest         18.6         4.5           -          -
 
 Net Profit After Tax  1,385.1     1,360.7        662.9       673.3
 
 Balance Brought
 Forward                4,279.7     2,919.0      2,285.0     1,611.7
 
 Appropriations             -          -             -           -
 
 Accumulated Balance in 
 Profit & Loss Account  5,664.8     4,279.7      2,947.9     2,285.0
 
 Earning Per Share (Rs.) 
 - Basic                   3.22        3.17         1.54        1.57
 
 Earning Per Share (Rs.) 
 - Diluted                 2.91        2.84         1.52        1.51
 
 RESULT OF OPERATIONS
 
 The consolidated total income increased fromRs. 19,918 Million toRs.
 20,694.7 Million, a growth of 3.9% over the previous financial year.
 The consolidated Net Profit After Tax increased from Rs. 1,360.7 Million
 to Rs. 1,385.1 Million, up by 1.8% over the previous financial year. The
 detailed analysis of the consolidated results forms part of the
 Management Discussion & Analysis (MD&A) Report provided separately as
 part of the Annual Report.
 
 The standalone total income increased from Rs. 6,832 Million to Rs. 7,198
 Million, a growth of 5.4% over the previous financial year. The
 standalone Profit After Tax declined from Rs. 673.3 Million to Rs. 662.9
 Million, reduced marginally by 1.5% over the previous financial year.
 The decrease in net Profits in the financial year 2010-11 was due to
 higher taxation during the year under review.
 
 With a view to conserve cash reserves to meet the current financial
 obligations of the Company, the Directors do not recommend any dividend
 for fi scal 2011.
 
 INCREASE IN SHARE CAPITAL
 
 During the year, the Company issued 1,428,500 equity shares of the face
 value of Rs.10 each on the exercise of stock options under the Employee
 Stock Option Schemes of the Company. Consequently, the outstanding,
 issued, subscribed and paid-up equity share capital of the Company
 increased from 429,209,682 shares to 430,638,182 shares of Rs. 10 each as
 on March 31, 2011.
 
 REPURCHASE OF FOREIGN CURRENCY CONVERTIBLE BONDS
 
 The Company had issued Zero Coupon Foreign Currency Convertible Bonds
 (FCCBs) of USD 275 Million in December 2007. The FCCBs have a maturity
 period of 5 years and 1 day. The FCCBs are listed on Singapore Exchange
 Securities Trading Limited. Upto March 31, 2011, the Company had
 repurchased and cancelled its FCCBs of the nominal amount of USD 62.6
 Million. The repurchase was made at an average discount of 46% and was
 funded out of External Commercial Borrowing (ECB) from ICICI Bank, UK
 and Internal cash flows of the Company. The nominal amount of Bonds
 outstanding after cancellation as on March 31, 2011 was USD 212.4
 Million.
 
 GLOBAL DELIVERY FOOTPRINT
 
 The Company, on a consolidated basis had 42 global delivery centers as
 on March 31, 2011. The centers are located across India, USA, UK and
 Philippines. 25 of the Companys delivery centers are located in 15
 cities in India, 14 are in the USA (including seven operational hubs of
 MedAssist), 2 are in UK and 1 center is in Philippines. The Companys
 established global delivery footprint enables it to deliver wide range
 of services and strengthen relationships with existing customers.
 
 During the year, the Company incurred capital expenditure of Rs. 470.9
 Million mainly towards refurbishment and maintenance of existing
 delivery centers and creation of additional capacity in Phillippines,
 India and UK.
 
 QUALITY INITIATIVES
 
 The Company follows the global best practices for process excellence
 and is certified by COPC Inc. (Customer Operations Performance
 Center). The Companys delivery centers RMZ and Pritech, Bangalore have
 been recertified for COPC ® 2000 CSP Standard v 4.3. The Company
 continues to follow process improvement methodologies like Six Sigma,
 Lean and Kaizen.
 
 AWARDS AND ACCOLADES
 
 The Company received the following awards and accolades during the
 year:
 
 - 2010 American Society for Quality (ASQ) Summit: Two recognitions for
 best team sprit and team alignment to organisation goals
 
 - 2010 Qimpro Conventions: QualTech prize for Best Improvement Project
 
 - 2010 Saakal Awards: Won Best project at International Location
 
 - 2010 National Institute of Quality and Reliability, India: three
 technical papers recognised across three different categories.
 
 - 2011 International Quality & Productivity Center (IQPC) Orlando, USA
 – Winners in following categories:
 
 - Best Process Improvement Project in Service and Transaction for Small
 to Medium Sised Corporations
 
 - Best Process Improvement Project in Service and Transaction Category
 for Large Corporations
 
 - Process Improvement Awards - Best BPO Program
 
 - Master Black Belt of the Year
 
 - 2011 Isixsigma USA: Winner for Most Successful Re-energised Lean Six
 Sigma Program
 
 - 2011 IQPC London UK: Winners in Best BPM Programme (Business process
 management) category and Honorary Mention in the Best Lean
 Transformation category.
 
 HUMAN RESOURCES
 
 On a consolidated basis, the Company has grown from 24,860 full-time
 employees as of March 31, 2010 to 26,413 employees as of March 31,
 2011. The statement of particulars required pursuant to Section 217
 (2A) of the Companies Act, 1956 read with the Companies (Particulars of
 Employees) Amendment Rules, 2011, forms part of this Report. However,
 as permitted under the Companies Act, 1956, this Report and Accounts
 are being sent to all members and other entitled persons excluding the
 above statement. Those interested in obtaining a copy of the said
 statement may write to the Company Secretary at the Registered Office.
 The statement is also available for inspection at the registered offi
 ce during working hours upto the date of the forthcoming Annual General
 Meeting (AGM).
 
 PUBLIC DEPOSITS
 
 During the year, the Company has not accepted any deposits under
 Section 58A of the Companies Act, 1956.
 
 DIRECTORS
 
 During the year, Dr. Ashok Ganguly, Chairman, resigned as Chairman and
 Director w.e.f July 27, 2010 and Dr. Shailesh J. Mehta, Director was
 appointed as the Chairman on the same date. Dr. Ashok Ganguly led the
 Company as Chairman for a long period of over 8 years.  He had enormous
 experience in the industry and deep understanding of the Company and
 its operations. The Board places on record its sincere appreciation for
 the invaluable contribution made by him to the Company by his able
 leadership, experience and expertise.
 
 Mr. Ananda Mukerji, Managing Director & CEO, resigned from his position
 w.e.f. July 27, 2010 and Mr. Alexander Matthew Vallance, Joint Managing
 Director of the Company then, was appointed as the Managing Director &
 CEO of the Company w.e.f July 28, 2010. Mr. Ananda Mukerji continues to
 be associated with the Company as the Non-Executive Vice - Chairman of
 the Board of Directors w.e.f. July 28, 2010.
 
 Ms. Lalita D. Gupte, Director, representing ICICI Bank Limited,
 Promoter of the Company, resigned w.e.f. July 27, 2010 and Mr. Pravir
 Vohra was appointed as a Director, representing ICICI Bank Limited, in
 the casual vacancy caused by the resignation of Ms. Lalita D.  Gupte.
 The Board places on record its appreciation for the contribution made
 by Ms. Lalita D. Gupte during her tenure as Director of the Company.
 The Company has received notices along with the requisite deposits from
 the members of the Company pursuant to Section 257 of the Companies
 Act, 1956, proposing the appointment of Mr. Pravir Vohra and Mr. Mohit
 Bhandari as the Directors of the Company at the forthcoming AGM.
 
 Dr. Shailesh J. Mehta and Mr. K. P. Balaraj retire by rotation at the
 forthcoming AGM and are eligible for re-appointment.
 
 EMPLOYEES STOCK OPTION SCHEME
 
 With a view to provide an opportunity to the employees of the Company
 to share the growth of the Company and to create long-term wealth, the
 Company has an Employee Stock Option Scheme (ESOS), namely, the
 Firstsource Solutions Employee Stock Option Scheme, 2003 (ESOS 2003).
 The earlier ESOS introduced in 2002 is in force for the limited purpose
 of exercise of options granted pursuant to the scheme. The Scheme is
 applicable to the eligible employees which include employees and
 directors of the Company and its subsidiary companies.
 
 Disclosures in compliance with Clause 12 of the Securities and Exchange
 Board of India (Employee Stock Option Scheme and Employee
 
 SUBSIDIARY COMPANIES
 
 As on March 31, 2011, the Company had 11 subsidiaries:
 
 Domestic subsidiaries:
 
 1.  Rev IT Systems Private Limited {wholly owned subsidiary (WOS) of
 the Company}
 
 2.  Anunta Tech Infrastructure Services Limited* (WOS of the Company)
 
 International subsidiaries:
 
 1.  Firstsource Solutions UK Limited, UK (WOS of the Company)
 
 2.  Firstsource Solutions S.A., Argentina (Subsidiary of Firstsource
 Solutions UK Limited)
 
 3.  Firstsource Group USA, Inc., USA (WOS of the Company)
 
 4.  Firstsource Business Process Services, LLC, USA (WOS of Firstsource
 Group USA, Inc.)
 
 5.  Firstsource Advantage LLC, USA (WOS of Firstsource Business Process
 Services, LLC)
 
 6.  Twin Lakes Property, LLC** (Subsidiary of Firstsource Advantage
 LLC)
 
 7.  MedAssist Holding, Inc., USA (WOS of Firstsource Group USA, Inc.)
 
 8.  Firstsource Solutions USA, LLC, USA (WOS of MedAssist Holding Inc.)
 
 9.  Firstsource Financial Solutions, LLC, USA (WOS of Firstsource
 Solutions USA, LLC) Following changes in the subsidiaries of the
 Company took place during the year:
 
 I.  *Anunta Tech Infrastructure Services Limited (formerly known as
 Firstsource Computing Solutions Limited) was incorporated as a WOS of
 the Company for the purpose of carrying on the business of providing
 and facilitating an entire range of Information Technology (IT) and IT
 enabled services, delivering technology-driven business solutions and
 all other value added services related to IT in India and in Foreign
 Countries.
 
 II.  Asset sale of Pipal Research Corporation USA to CRISIL and stake
 sale of Pipal Research Analytics and Information Services India Private
 Limited to Irevna Limited, a division of CRISIL took place at a
 consolidated sale consideration of USD 12.75 Million.
 
 III.  **Firstsource Advantage LLC, USA (FAL), a stepdown subsidiary of
 the Company in USA, acquired 80% stake in Twin Lakes Properties LLC
 (Twin Lakes). As a result, Twin Lakes became subsidiary of FAL as also
 of the Company.
 
 PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT
 
 The Ministry of Corporate Affairs, Government of India, vide General
 Circular No. 2/2011 dated February 8, 2011, has granted a general
 exemption from compliance with section 212 of the Companies Act, 1956,
 subject to fulfi lment of conditions stipulated in the circular. The
 Company has satisfi ed the conditions stipulated in the circular and
 hence is entitled to the exemption. The financial data of the
 subsidiaries have been furnished under Details of Subsidiaries
 forming part of the Annual Report. Consolidated Financial Statements of
 the Company and its subsidiaries for the year ended March 31, 2011,
 together with reports of Auditors thereon and the statement pursuant to
 Section 212 of the Companies Act, 1956, form part of the Annual Report.
 The Annual Accounts and the related detailed information of subsidiary
 companies will be made available to the Members of the Company and
 subsidiary companies seeking such information at any point of time. The
 Annual Accounts of the subsidiary companies will also be available for
 inspection by any member at the registered/head Office of the Company
 and that of the subsidiary concerned.
 
 CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 Reports on Corporate Governance and Management Discussion and Analysis
 as stipulated under Clause 49 of the Listing Agreement are separately
 given and form part of the Annual Report.
 
 STATUTORY DISCLOURES OF PARTICULARS
 
 A) Conservation of Energy
 
 The Company has been making signifi cant efforts year after year
 towards energy optimisation across all its delivery centers. Several
 new initiatives taken up by the Company during the year included
 conversion of 1,500 desktops to low energy consuming secure Personal
 Computers (Thin clients), which resulted in a direct power saving of
 1.5 lacs units/month. Further, the Company continues to transform
 Cathode Ray Tube (CRT) into Thin Film Transistor (TFT) resulting in
 power savings of 15,000 units/month. The Company has also initiated a
 server consolidation exercise which helped it in releasing 40 servers
 and migrating few of them to virtual environment which resulted in
 further savings in power and cooling requirements.
 
 B) Absorption of Technology
 
 The Company has been innovating consistently to absorb newer technology
 offerings which can benefit business to improve operational effi
 ciency with greater quality in a cost effective manner which includes
 migration to Multi Protocol Label Switching (MPLS) network.  MPLS
 technology has been extremely benefi cial as it allows the
 consolidation of multiple technologies and applications such as voice,
 video and data thereby simplifying the network infrastructure of the
 Company. The ability of MPLS to apply QoS parameters to high priority
 applications ensures that business critical data has guaranteed
 delivery over the network. It also provides enhanced security,
 scalability and high availability. The Company has migrated majority of
 the Wide Area Network (WAN) infrastructure to MPLS network and the
 transformed network is well equipped to support the new business
 requirement.
 
 The Company has also installed the Tele presence in key locations which
 increased productivity creating stronger relationships through closer
 and more effi cient communication like a face to face meet, reduced
 direct costs associated with travel expenses and improved the quality
 of communications and collaboration with Business Partners and
 Customers. The Company has also adopted i-Leverage, an integrated web
 based solution to record and retain customer interactions.
 
 All international delivery centers in India are ISO27001 certified.
 During the year, the Companys centers at Tek Meadows- Chennai and Raja
 Towers- Trichy have received ISO27001 certifi cation. Further, the
 Companys centers at Paradigm -Mumbai and Barclaycard UK – Manila have
 received Payment Card Industry Data Security Standard (PCI DSS) Level 1
 Certifi cation (SISA and Security Metrics respectively).
 
 AUDITORS
 
 M/s. B S R & Co., Chartered Accountants, who were appointed as the
 Statutory Auditors of the Company by the Members at their previous AGM,
 shall be retiring on conclusion of the forthcoming AGM and are eligible
 for re-appointment. Members are requested to consider their
 re-appointment from the conclusion of forthcoming AGM upto the
 conclusion of AGM for the financial year 2011-12 at a remuneration to
 be decided by the Board of Directors or Committee thereof. The Company
 has received confi rmation from M/s. B S R & Co., to the effect that
 their appointment, if made, will be within the limits of Section
 224(1B) of the Companies Act, 1956.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to the requirement under Section 217(2AA) of the Companies
 Act, 1956, with respect to Directors Responsibility Statement, the
 Directors confi rm that:
 
 1.  In the preparation of the annual accounts, the applicable
 accounting standards have been followed along with proper explanation
 relating to material departures, if any;
 
 2.  The Directors have selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company at the end of the financial year and of the Profit or
 loss of the Company for that period;
 
 3.  The Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956, for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities; and
 
 4.  The annual accounts were prepared on a going-concern basis.
 
 ACKNOWLEDGEMENTS
 
 The Directors wish to place on record their sincere appreciation for
 the support and co-operation extended by all the customers, vendors,
 bankers and business associates. The Company also expresses its
 gratitude to the Ministry of Telecommunications, Collector of Customs
 and Excise, Director – Software Technology Parks of India and various
 Governmental departments and organisations for their help and
 co-operation.
 
 The Board places on record its appreciation to all the employees for
 their dedicated service. The Board appreciates and values the
 contributions made by every member across the world and is confi dent
 that with their continued support the Company will achieve its
 objectives and emerge stronger in the coming years.
 
                         For and on behalf of the Board of Directors
 
                                               Dr. Shailesh J. Mehta
 
                                                            Chairman
 
 Mumbai
 April 27, 2011