Raju Bhatnagar joins as president and COO (chief operating officer)
 
 2004
 
 -ICICI OneSource acquires Chicago- based research and consulting
 firm, Pipal Research Corporation
 
 -ICICI OneSource has acquired a New York-based consumer debt
 collections agency Account Solutions Group (ASG)
 
 2005
 
 -ICICI OneSource acquires RevIT
 
 2006
 
 -ICICI OneSource ties up with Dr Reddy's Foundation for youth
 employable
 
 Incorporation and registered office
 
 Our Company was incorporated as ICICI Infotech Upstream Limited on 
 December 6, 2001. The name was changed on April 2, 2002 to ICICI 
 OneSource Limited. The Company’s name was changed again on
 November 21, 2006 to Firstsource Solutions Limited.
 
 Our registered office at the time of incorporation was Zenith House,
 Keshav 
 Rao Khade Marg, Mahalaxmi, Mumbai. The registered office was changed
 
 to 6th Floor, Peninsula Chambers, Peninsula Corporate Park, Ganpatrao
 Kadam 
 Marg, Lower Parel, Mumbai with effect from January 6, 2003.
 
 History of investments in our Company
 
 1. On May 21, 2002, our Company entered into a debenture facility
 agreement 
 with ICICI Bank pursuant to which ICICI Bank was allotted 70,000,000
 POCDs 
 in our Company for a total consideration of Rs. 700,000,000.
 
 2. On September 3, 2002, our Company entered into share subscription
 agreements 
 with ICICI Bank and ICICI Trusteeship Services Limited, acting on
 behalf of ICICI 
 Information Technology Fund, pursuant to which, on January 19, 2003:
 
 (a) ICICI Bank was allotted 24,000,000 POCPS in our Company for a
 total 
 consideration of Rs. 240,000,000; and
 
 (b) ICICI Trusteeship Services Limited was allotted 56,000,000 POCPS
 each for a total
 consideration of Rs. 560,000,000.
 
 3. On July 30, 2003, our Company entered into a share subscription
 agreement 
 with WestBridge pursuant to which WestBridge agreed to invest
 US,772,436 in our 
 Company and our Company, on October 10, 2003, allotted the following
 securities to 
 WestBridge:
 
 (a) 10,000 Equity Shares for approximately Rs. 13.11 each; and
 
 (b) 35,672,100 Series ‘B’ POCPS at par value.
 
 In the event of an initial public offering of our Company’s shares,
 WestBridge is obliged to
 convert all of its outstanding Series ‘B’ POCPS into Equity Shares
 prior to the initial public
 offering within the minimum period advised by the merchant bankers to
 the issue.
 
 4. On August 18, 2003, the following occurred:
 
 4.1 Our Company entered into a conversion agreement with ICICI Bank
 pursuant to which
 ICICI Bank converted the following securities at par value:
 
 (a) its 24,000,000 POCPS in our Company, which were issued pursuant
 to the share
 subscription agreement described in paragraph 2 above; and
 
 (b) 21,000,000 of its POCDs in our Company, which were issued
 pursuant to the
 debenture facility agreement described in paragraph 1 above.
 
 Our Company agreed to issue 45,000,000 Series ‘A’ POCPS to ICICI Bank
 upon
 conversion. These shares were allotted on October 10, 2003.
 
 4.2 ICICI Bank had sold its remaining 49,000,000 POCDs in our Company
 to SIF. Our
 Company entered into a deed of adherence with ICICI Bank and SIF
 pursuant to which
 SIF agreed to be bound by the terms of the debenture facility
 agreement described in
 paragraph 1 above as though it had been an original debenture holder
 and party to that
 agreement.
 
 4.3 Our Company entered into a conversion agreement with SIF pursuant
 to which SIF
 converted the following securities at par value:
 
 (a) its 56,000,000 POCPS, which were issued pursuant to the share
 subscription
 agreement described in paragraph 2(b) above and had subsequently
 been
 transferred by ICICI Trusteeship Services Limited to SIF; and
 
 (b) the 49,000,000 POCDs it had just purchased from ICICI Bank.
 
 Our Company agreed to issue 105,000,000 Series ‘A’ POCPS to SIF upon
 conversion.
 
 5. On June 18, 2004, the Board passed a resolution to allot
 105,000,000 Equity Shares 
 at par value upon conversion of SIF’s 105,000,000 Series ‘A’ POCPS.
 
 6. On June 18, 2004, the Board passed a resolution to allot
 45,000,000 Equity Shares at 
 par value upon conversion of ICICI Bank’s 45,000,000 Series ‘A’
 POCPS. These shares 
 were allotted on October 10, 2003.
 
 7. On August 17, 2004, the following occurred:
 
 7.1 Our Company entered into a share subscription agreement with
 Aranda and 
 WestBridge pursuant to which:
 
 (a) Aranda agreed to invest US,000,000 in our Company and our
 Company
 allotted the following securities to Aranda:
 
 (i) 20,000 Equity Shares for approximately Rs. 19.85 each; and
 
 (ii) 138,785,306 Series ‘C’ POCPS at par value, and
 
 (b) WestBridge agreed to invest a further US,000,000 in our Company
 and was
 allotted 23,137,500 Series ‘C’ POCPS at par value.
 
 These shares were allotted on September 3, 2004.
 
 In the event of an initial public offering of our Company’s shares,
 Aranda and
 WestBridge are obliged to convert all of their outstanding Series ‘C’
 POCPS into Equity
 Shares.
 
 7.2 Our Company and its shareholders at the time (SIF, ICICI Bank,
 WestBridge and
 Aranda) entered into a shareholders’ agreement to set out their
 rights as shareholders
 regarding the management of our Company and the class of securities
 they hold. This
 shareholders’ agreement has since been amended and restated in the
 shareholders’
 agreement dated March 31, 2006 described in paragraph 8.4 below.
 
 8. On March 31, 2006, the following occurred:
 
 8.1 Our Company entered into a share subscription agreement with
 Metavante pursuant to
 which Metavante agreed to invest US,000,000 in our Company and our
 Company
 allotted the following securities to Metavante:
 
 (a) 10,000 Equity Shares for approximately Rs. 30.45 each; and
 
 (b) 67,664,250 Series ‘D’ POCPS at par value.
 
 In the event of an initial public offering of our Company’s shares,
 Metavante is obliged to
 convert all of its outstanding Series ‘D’ POCPS into Equity Shares
 upon closing of the
 initial public offering, unless advised by the merchant bankers to
 the issue that pursuant
 to applicable laws, rules, regulations and guidelines they should be
 converted during the
 initial public offering process.
 
 The aforementioned shares were allotted on April 20, 2006.
 
 8.2 Our Company entered into a share subscription agreement with
 Aranda and 
 WestBridge pursuant to which:
 
 (a) Aranda agreed to invest a further US,000,000 in our Company
 and our
 Company allotted 67,695,000 Series ‘D’ POCPS to Aranda at par value;
 and
 (b) WestBridge agreed to invest a further US,000,000 in our Company
 and the
 Company allotted 22,565,000 Series ‘D’ POCPS to WestBridge at par
 value.
 
 The aforementioned shares were allotted on April 20, 2006.
 
 In the event of an initial public offering of our Company’s shares,
 Aranda and
 WestBridge are obliged to convert all of its outstanding Series ‘D’
 POCPS into Equity
 Shares upon closing of the initial public offering, unless advised by
 the merchant bankers
 to the issue that pursuant to applicable laws, rules, regulations and
 guidelines they should
 be converted during the initial public offering process.
 
 8.3 Our Company was party to a share purchase agreement between
 Metavante, ICICI Bank
 and SIF, pursuant to which ICICI Bank sold 22,016,162 Equity Shares
 to Metavante for a
 total consideration of US,000,000. The share purchase agreement
 contains the
 following options:
 
 (a) an option for Metavante to acquire such number of Equity Shares
 from ICICI
 Bank and SIF as to increase its holding in the Company’s equity share
 capital to
 20% on a fully diluted basis (the Call Option); and
 
 (b) an option for ICICI Bank and SIF to dispose of such number of
 their Equity
 Shares as would constitute 5% of the Company’s equity share capital
 on a fully
 diluted basis to Metavante and its permitted transferees (the Put
 Option).
 
 The Call Option may only be exercised between the six month and the
 twelve month
 anniversary of the date the purchased shares were transferred and
 prior to the completion
 of an initial public offering of the Company’s shares, and only if
 the Company and
 Metavante have entered into the operating agreement and Metavante had
 invested US$
 15,000,000 in Series ‘D’ POCPS of the Company. The call price is
 US{FILE_CONTENT}.803 per Equity
 Share.
 
 The Put Option may only be exercised if Metavante has confirmed
 within 180 days of the
 date of the share purchase agreement that the Put Option is binding
 and enforceable on it
 and prior to the completion of an initial public offering of the
 Company’s shares. The put
 price is US$ 0.6944 per Equity Share.
 
 8.4 Our Company and its shareholders (SIF, ICICI Bank, WestBridge,
 Aranda and
 Metavante) entered into a shareholders’ agreement, which amended and
 restated the
 shareholders’ agreement described in paragraph 7.2 above. The
 shareholders’ agreement
 set out their rights as shareholders regarding the management of our
 Company and the
 class of securities they hold. It contains customary provisions
 relating to, inter alia, antidilution,
 pre-emption and distributions. The key terms of the shareholders’
 agreement
 have been incorporated into our Company’s Articles. The rights and
 obligations of all of
 the parties to the shareholders’ agreement terminate upon the
 successful completion of an
 initial public offering of the shares of our Company. Therefore, such
 provisions of the
 Articles which reflect the shareholders agreement shall have to be
 removed after the
 completion of the IPO. The shareholders’ agreement has been made
 available for
 inspection. See the section titled Material Contracts and Documents
 for Inspection on
 page 365 of this Draft Red Herring Prospectus. The material terms of
 Articles have been
 reproduced in the section titled Main Provisions of the Articles of
 Association on page
 328 of this Draft Red Herring Prospectus .
 
 9. On November 22, 2006, the Company in an Extraordinary General
 Meeting approved the
 conversion of all of the outstanding Series ‘B’ POCPs, Series ‘C’
 POCPs and Series ‘D’ POCPs
 into Equity Shares. See Capital Structure - Notes to Capital
 Structure on page 15 of this Draft
 Red Herring Prospectus for further details.
 
 Key Events and Milestones
 
 Year     Month Key Events and Milestones
 
 2002    May Acquisition of Customer Asset Indian Private Limited
 (Bangalore)
 2002    July Second delivery centre (Mumbai)
 2002    November Third delivery centre (Bangalore)
 2003    July Acquired First Ring Incorporated
 2003    March First company to be awarded COPC certification for both
 voice and back office
             processes
 2003    July WestBridge Capital Partners, now managed by Sequoia
 Capital Partners, invests in
             our Company
 2003    September Crossed 3,000 full time employees
 2003    May First Indian BPO company to achieve British Security
 Standard BS 7799 for
             information security
 2003    November Crossed Rs. 1,000 million in annual revenues
 2004    April Fourth delivery centre (Mumbai)
 2004    April Crossed 2,000 seats
 2004    June Crossed 4,000 full time employees
 2004    July Acquisition of majority stake in Pipal Research Corp,
 USA (New Delhi Centre)
 2004    August Aranda invests into our Company
 2004    September Sixth delivery centre (Mumbai)
 2004    September Acquisition of Accounts Solutions Group LLC
 (Amherst, NY Centre)
 2004    September Crossed 4,000 seats
 2005    January Crossed 5,000 full time employees
 2005    March Acquisition of RevIT Systems Private Limited (Chennai
 and Pondicherry)
 2005    April Tenth delivery centre (Trichy)
 2005    April Crossed 6,000 full time employees
 2005    May Crossed 7,000 full time employees
 2005    October Eleventh delivery centre (Bangalore)
 2005    October Crossed 6,000 seats
 2006    January Crossed 8,000 full time employees
 2006    March Strategic partnership with Metavante Corporation
 2006    March Crossed Rs. 5000 million in annual revenues
 2006    July Twelfth delivery centre (Belfast, Northern Ireland)
 2006    August Thirteenth delivery centre (Kinston, NY)
 2006    September Fourteenth delivery centre (Kolkata)
 2006    September Crossed 9,000 full time employees
 2006    October Fifteenth delivery centre (Londonderry, Northern
 Ireland)
 2006    October Crossed 8,000 seats
 2006    October Sixteenth delivery centre (Argentina)
 2006    November Seventeenth delivery centre (Reno, USA)
 2007
 
 - Company name has been changed from ICICI OneSource Ltd to
 Firstsource Solutions Ltd.
 
 2008
 
 -Firstsource signs outsourcing contract with Barclays.
 
 2010
 
 - Firstsource Solutions has inked a five - year outsourcing agreement
 with private sector lender Axis Bank.
 
 2011
 
 - Golden Peacock Award
 
 - Asia’s Best Employer Brand Award 2011 
 
 - Ranked No. 1 in extended business office services for KLAS’ 2010
 Top 20 Best in KLAS Awards: Software and Professional.
 
 - Firstsource Recognized with Top Honors at the International Quality
 and Productivity Council (IQPC) Conference.
 
 
 2012
 
 - The European Call Centre and Customer Service Awards 2012 -
 Outsourcer of the Year.
 
 - Firstsource bags Aaj Tak Care Awards for creating livelihood in the
 rural sector.
 
 - Firstsource Wins Marketing Magazines’s Contact Centre Agency of the
 Year Award.
 	
 - Firstsource Partners with Digi-EXPress® to Deliver Cloud-Automated
 Solutions for Publishers’ Intellectual Property Rights, Content
 Licensing and Contracts.
 
 - Firstsource Solutions organizes 3rd edition of Road Safety
 Awareness Drive in Trichy