Firstsource Solutions Ltd

Dear Members,

Directors of your Company take great pleasure in presenting the 23^rd Annual Report on the business and operations of your

Company and the Audited Financial Statements for the financial year ended March 31, 2024.

Financial results:

Pursuant to the notification dated February 16, 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards ("Ind AS") notified under the Companies (Indian Accounting Standards) Rules, 2015 w.e.f. April 01, 2016. The performance of the Company for the FY 2023-24 is summarized herein below:

Result of operations:

The consolidated total income increased from 61,531.68 million to 63,730.89 million, an increase of 3.57% over the previous financial year. The consolidated Net Profit Tax increased from 5,137.12 million to 5,147.25 million, an increase of 0.2% over the previous financial year. The detailed analysis of the consolidated results forming part of the Management Discussion and Analysis Report is provided separately in the Annual Report.

The standalone total income increased from 14,094.44 million to 16,377.31 million, an increase of 16.2% over the previous financial year. The standalone Profit After Tax increased from 2,483.42 million to 3,196.99 million, an increase of 28.73% over the previous financial year.

Global operation centers:

The Company, on a consolidated basis has 40 global operation centers as on March 31, 2024. The centers are located across the US, the UK, India, the Philippines and the Mexico. 12 of the Company's operation centers are located in India which includes Chennai (3), Mumbai (3), Bangalore (2), and 1 each in Trichy, Pondicherry, Hyderabad

& Vijayawada, 16 in the US, 8 in the UK, 3 in the Philippines and 1 in Mexico.

During the year, the Company incurred capital expenditure of 851.04 million mainly towards refurbishment and maintenance of operation centers, technology upgrade and setting up of new operations centers.

Quality initiatives:

The Company follows global best practices for process excellence and the quality framework is based on COPC principles. The Company uses innovative techniques like Speech & Text Analytics, Robotic Process Automation and Intelligent Action Board to drive improvements across. Also, as part of the Quality Management System, the Company has embraced ISO 9001:2008. 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 under review.

Awards:

• Healthcare Payer Operations PEAK MatrixR Assessment 2023 - Leaders & Star performers.

• Revenue Cycle Management (RCM) Operations PEAK MatrixR Assessment 2023 - Major Contenders.

• Everest's: Banking Operations-Services PEAK Assessment 2023 - Major Contenders and Star Performers.

• Brandon Hall 2023 HCM Awards: Gold for Excellence in Leadership Development.

• Brandon Hall 2023 HCM Awards: Bronze for Best Advancement in crafting an exceptional Learning and Development strategy.

• ISG Provider Lens (IPL) Quadrant study for ‘Customer Experience Services 2023': ‘Leader' status within the Contact Center Customer Experience Services Europe & U.K. 2023 category.

• HYSEA ESG Conclave: Outstanding contributions to CSR, Environmental, Social and Governance Practices.

• GWFM: Most Creative International WFM Award.

• GWFM: Best Practice & Best System Outstanding Performance award 2023 Award FirstFlex.

• Everest Group Healthcare Payer Operations PEAK MatrixR Assessment 2023: ‘Leader' and a ‘Star Performer'.

• India CSR Awards: Women Empowerment and Gender Equality Award for Digital Transformation for Rural Women Artisans project.

• North East Contact Centre Awards: Outsource Contact Centre of the Year and Best Sales Team.

• Customer Experience Awards, UK: Bronze for Best Learning and Development Large Company.

• Welsh Contact Centre Forum: Silver for Outsourcer of the Year.

• Dow Jones Sustainability Index: Debuted ranking in top 96th percentile and score of 62.

• Global CDP (Carbon Disclosure Project) submission: ‘C' Rating.

• S&P Sustainability Yearbook 2024: Included as ‘Member'.

• World HRD Congress: ‘Dream Employer of the Year', ‘Dream Companies to Work For'.

• iVolunteer Awards 2023: ‘Leader in Employee Volunteering'.

• NelsonHall NEAT vendor assessment for CX Services Transformation 2024: ‘Leader' and an ‘Innovator'.

Consolidated financial statements:

In accordance with Section 129(3) of the Companies Act, 2013 and in view of notification issued by the Ministry of

Corporate Affairs on Ind-AS, the Company has prepared consolidated financial statements of the Company and all its subsidiaries as per Ind-AS, which forms part of this Annual Report.

Dividend:

The Board approved and declared an interim dividend on February 07, 2024 at the rate of 35% i.e. I3.5 per share of I10/- each.

The interim dividend for FY 2023-24 aggregated to I2,223.04 million (net of applicable TDS).

The Dividend Distribution Policy of the Company was approved by the Board at its meeting held on August 8, 2017 and is available on the Company's website at https://www. firstsource.com/wp-content/uploads/2024/02/Dividend-Distribution-Policy-IN.pdf

Transfer to reserve:

The Board of Directors of the Company (hereinafter referred to as the "Board") has not recommended transfer of any amount of profit to reserves during the year under review. Hence, the remaining amount of profit for the financial year under review has been carried forward to the Statement of Profit & Loss.

Human resources:

On a consolidated basis, the Company has 27,940 employees as of March 31, 2024.

Particulars of the employees and related disclosures:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 ("Act") read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report and are annexed as Annexure I. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this Report. Further, the

Report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

Public deposits:

During the year under review, your Company has not accepted any deposits under Section 73 of the Act, and as such, no amount on account of principal or interest on public deposits was outstanding as of March 31, 2024.

Particulars of loans, investments, guarantees and securities:

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the notes to the standalone financial statements. (Please refer to Note No. 6 and 31 to the standalone financial statements).

Credit Ratings:

During the year under review, the rating given by CARE and CRISIL are mentioned herein below:

(i) CARE Rating:

Corporate social responsibility initiatives:

The Company seeks to be a good corporate citizen in all aspects of its operations and activities. The Company commits to operating in an economically, socially and environmentally responsible manner whilst balancing the interests of diverse stakeholders. Our CSR Policy is governed and guided by our Group's corporate vision to enable inclusive growth and our aspiration to be India's leading business group serving multiple market segments, for our customers, shareholders, employees and community. The Company seeks to undertake programs in the areas of Healthcare, Education, Environment, Arts & Culture, Promotion of Sports as well as support initiatives towards Gender Equality and Empowerment of Women. The Board constituted a Corporate Social Responsibility (CSR) Committee, pursuant to Section 135 of the Act, presently consisting of Mr Shashwat Goenka (Chairman), Mr Vipul Khanna (ceased to be MD & CEO and Director w.e.f. from the closing business hours of August 31, 2023), Mr Ritesh Idnani (inducted as a Member w.e.f. September 01, 2023), Mr Subrata Talukdar, Mr Anjani K. Agrawal (his term as a Director will expire from the closing hours of May 10, 2024 by efflux of time) and Dr Rajiv Kumar (inducted as a w.e.f. May 11, 2024) as its members. The CSR Committee meets at least once in a year. During the year under review, the Committee met once. The details of CSR Committee and its meetings are given in Report on Corporate Governance forming part of the Annual Report. The CSR Committee has framed and formulated a CSR Policy indicating the activities to be undertaken by the Company, in accordance with Schedule VII of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 issued under the Act. The same has also been approved by the Board. The CSR policy is available on the website of the Company at the link: https://www.firstsource.com/wp-content/uploads/2024/02/ Firstsource-CSR-Policy-24-25.pdf The Annual Report on CSR Activities, as stipulated under the Act and the SEBI (LODR) Regulations, 2015 forms an integral part of this Report and is appended as Annexure II. The details of focus areas of engagement as mentioned in the CSR Policy of the Company are mentioned in the said

Annual Report on CSR Activities.

The CSR activities, as per the provisions of the Act, may also be undertaken by the Company through a registered trust. Accordingly, "RP - Sanjiv Goenka Group CSR Trust" ("Group CSR Trust") was formed along with other Group Companies to pursue CSR activities as mentioned in the CSR Policy of the Company.

The Company has been contributing a portion of amount of its CSR obligation every year for the project to set up an International Baccalaureate School in Kolkata taken up by the Group CSR Trust which is identified as an ‘Ongoing Project -1,' as defined in the Companies (Corporate Social Responsibility Policy) Rules, 2014. This Ongoing Project 1 achieved its completion during FY 2023-24.

During the year, the Company has spent an amount of

75.30 million towards CSR. Group CSR Trust had now undertaken launching from Grade 6 to Grade 12 of the said school as ongoing project from FY 2023-24 ("Ongoing Project 2"). The Company had transferred 64.30 million to Unspent CSR Account for FY 2023-24.

The CSR at the Company is a platform for giving back to the communities in which we live and work. The Company looks to engage employees in focus areas where possible through programs such as employee volunteering, payroll giving, participating in fundraising events, partnering with NGO's and response to disasters.

The Company is committed to advancing its CSR objectives through its overarching vision to "create a nurturing and an empowering environment to deepen our societal engagement with a goal of improving lives and livelihood of communities on a sustainable basis.

The Company's goal is to be a purpose driven and socially responsible company aligning with the Group's vision of empowering lives by providing access to education, environment, healthcare, promoting sports, arts and culture, supporting gender equality and women empowerment to improve the overall quality of life.

Key Highlights:

• 75.30 million spent on CSR obligations.

• 15,507 hours of CSR volunteering

• 48,370 lives impacted through various CSR

CSR Agenda & focus:

As a purpose-led organization, the Company is infusing sustainability into the core of its transformation and creating a tangible impact in the lives of its people, clients, shareholders, and the community alike. Overall we have had 17,245 participants enabling 690 unique events by contributing 15,507 hours to impact 48,370 lives and created 12,285 planet impact. Through CSR partners we also support impact sourcing project in India. This year we have partnered with 16 organizations helping 1200 underrepresented and unemployed youth including Persons with disability to get career guidance as well as opportunity to get screened for various job positions in Firstsource.

Community Projects:

Firstsource CSR team spent 100% of the allocated 11 Million (I) in 14 different projects across various places in India. From the overall funds, 44% of the funds was utilized for ‘Empowerment and Gender equality' projects. Education projects allocation was 28% followed by healthcare and environment where allocation was 20% and 8% respectively. Through these projects, 11,712 lives were impacted and 7,000 trees were maintained. This was done through various Non Profit partners. This effort excludes the CSR projects done through RPSG Group Trust.

Employee Volunteering & Giving:

5,467 Employees were part of Community Outreach program last year giving 15,507 Hours and contributing K30 Lakhs. Leadership participation: Through "Every Leader a Volunteer" campaign, our community outreach programs saw an increase in leadership participation across globe. This year around 144 D+ leaders contributed to Community

Outreach programs through their participation contributing

737 Hours and this comprises 25% of overall leadership headcount. Firstsource Leaders empowered young minds through mentorship sessions, virtual classroom teaching, career guidance, women empowerment sessions, livelihood support projects, along with sharing their deep expertise by providing pro-bono support in the areas of Tech & Consulting. They have also been a major support for the launch and milestones of Firstsource CSR Projects. Purpose led employee volunteering projects: The Company employees across the globe continued to share their time and knowledge through various events anchored by CSR/ HR team across all countries. Overall, we had 3,991 unique volunteers across globe who contributed 15,507 hours of volunteering and impacting 48,370 lives.

High impact structured volunteering programs like eVidyaloka virtual classroom teaching, FFE and FEA Mentorship continued to see traction among the employees where our employee volunteers are committed to providing long-term support spanning 3-6 months, teaching or mentoring students.

In the UK, US and Philippines, volunteers participated in virtual expert sessions on environment awareness, pride month celebrations, food packing & distribution and various other activities to support our communities.

In India, volunteers participated in various environmental activities such as clean-ups, plantation, farming, microgreen growing, and eco-friendly bag making, and supported medical camps, conducted insightful sessions in children home & Govt. schools, supported marathon, pro bono work for NGOs, and livelihood support for community wellbeing.

Purpose-led employee giving projects:

The Company employees across the globe continued to show their love and affection for communities by contributing regularly to charity through various fundr aising and employee giving programs. Overall we had 1,639 unique donors who have contributed an amount of I30,30,731. In the UK, employees donated to regular employee giving programs and participated in various fundraising events. In the Philippines, Manila and Cebu volunteers enabled Christmas basket initiative by giving packed foods to the needy from the employee contribution funds.

In the US, employees supported causes such as Candy

Drive for patients in children hospital and Angel Tree initiative along with Salvation Army.

In India, employee giving program positively impacted over 3,448 students through initiatives such as Gift a Smile, Book a Smile, Exam kit distribution, STEM lab and Pad to pad. Across globe, through various in-kind donation employees donated stationeries, toys, clothes and books for the needy.

Risk management:

The Company has implemented a comprehensive and fully integrated ‘Enterprise Risk Management' framework in order to anticipate, identify, measure, manage, mitigate, monitor and report the principal risks and uncertainties that can impact its ability to achieve its strategic business objectives. The Enterprise Risk Management drives a common integrated view of risks and optimal risk mitigation responses. This integration is enabled by alignment of Risk Management and Internal Audit methodologies and processes in order to maximize enterprise value of the Company and ensure high value creation for our stakeholders over a time. The details of the ‘Enterprise Risk Management' framework with details of the principal risks and the plans to mitigate the same are given in the ‘Risk Management Report' section of the ‘Management Discussion and Analysis Report' which forms part of this Annual Report.

Further in view of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), effective April 01, 2019, the Board constituted a Risk Management Committee on February 04, 2019 to monitor & mitigate the Risk.

Internal financial controls:

The Company has in place adequate internal financial controls with reference to financial statements. Such internal financial controls over financial reporting are operating effectively and the Statutory Auditor has also expressed their opinion on the same in the Annexures to the Auditors Report.

Whistle blower policy:

The Company has a Whistle Blower Policy (the "WB Policy") with a view to provide vigil mechanism to Directors,

Employees and other Stakeholders to disclose instances of wrongdoing in the workplace and report instances of unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The WB Policy also states that this mechanism provides for adequate safeguards against victimization of Director(s)/ Employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee in exceptional cases. The WB Policy has been posted on the website of the Company and the details of the same are provided in the ‘Report on Corporate Governance' forming part of this Annual Report.

The WB Policy is available on the website of the Company at https://www.firstsource.com/wp-content/uploads/2024/02/ WHISTLE-BLOWER-POLICY-6.2.pdf

Prevention of sexual harrassment policy:

The Company has a ‘Prevention of Sexual Harassment Policy' in force in compliance with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The objective of this Policy is to ensure a safe, secure and congenial work environment where employees deliver their best without any inhibition, threat or fear. The Company has Zero Tolerance to any form of harassment especially if it is sexual in nature. The complaints filed under the Policy are reported to the Audit Committee at its quarterly meetings with details of action taken thereon.

It is confirmed that during the year under review, the Company has complied with applicable provisions in relation to sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, including the provisions relating to the constitution of Internal Complaints Committee under the said act.

Board of directors:

The following are the changes in the Board of Directors during the year under review and other proposed changes, subject to the approval of the Members:

• Mr Subrata Talukdar (DIN 01794978) retires by rotation and being eligible, has offered himself for re-appointment at the ensuing Annual General Meeting ("AGM").

• Appointment of Mr Ritesh Idnani (DIN 06403188) as a Director and MD & CEO of the Company w.e.f. September

01, 2023 for a period of five (5) consecutive years, not liable to retire by rotation. His appointment was approved by members through Postal Ballot on October 27, 2023.

• Mr Vipul Khanna (DIN 00889710) ceased to be the MD & CEO, on account of his resignation as a Director and MD & CEO of the Company from the closing of business hours on August 31, 2023. The Board places on record its appreciation for the valuable contribution made by him during his tenure as a MD & CEO of the Company.

• Re-appointment of Mr Sunil Mitra (DIN 00113473) as an Independent Director on the Board of the Company for a term of three (3) consecutive years w.e.f. April 01, 2024. His appointment was approved by members through Postal Ballot on October 27, 2023.

• The Board appointed Mr T. C. Suseel Kumar (DIN 06453310) as an Additional Director (Non-Executive, Independent) on the Board of the Company for a term of five (5) consecutive years w.e.f. September 01, 2023. His appointment was approved by members through Postal Ballot on October 27, 2023. The Company has received the declaration from Mr T. C. Suseel Kumar confirming that he meets the criteria of independence as prescribed under Section 149(6) of the Act.

• The Board appointed Ms Rekha Sethi (DIN 06809515) as an Additional Director (Non-Executive, Independent) on the Board of the Company for a term of five (5) consecutive years w.e.f. September 01, 2023. Her appointment was approved by members through Postal Ballot on October 27, 2023. The Company has received the declaration from Ms Rekha Sethi confirming that she meets the criteria of independence as prescribed under

Section 149(6) of the Act.

• Mr Pratip Chaudhuri ceased to be an Independent

Director with effect from the closing of business hours on March 31, 2024 by afflux of time. The Board places on record its appreciation for the valuable contribution made by him during his tenure as a Director of the Company.

• Continuation of appointment of Dr Sanjiv Goenka (DIN: 00074796) as Non-Executive, Non-Independent Director of the Company, not liable to retire by rotation, pursuant to

Regulation 17(1D) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 subject to the approval of the members at the ensuing AGM of the Company.

• The Board appointed Dr Rajiv Kumar (DIN 02385076) as an Additional Director (Non-Executive, Independent) on the Board of the Company w.e.f. May 03, 2024. He holds office up to this Annual General Meeting (AGM). The Board recommends the appointment of Mr Rajiv Kumar as an Independent Director for a term of three (3) consecutive years, effective from May 03, 2024 for approval of members of the Company at this AGM. The Company has received the declaration from Mr Rajiv Kumar confirming that he meets the criteria of independence as prescribed under Section 149(6) of the Act.

• Mr Anjani K. Agrawal will cease to be an Independent Director with effect from the closing of business hours on May 10, 2024 by afflux of time. The Board places record its appreciation for the valuable contribution made by him during his tenure as a Director of the Company.

All the Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act.

Board and Audit Committee Meetings:

During the FY 2023-24, the following five (5) Board Meetings were held on: 1. May 04, 2023 2. August 02, 2023 3. September 01, 2023 4. November 08, 2023 5. February 07, 2024 During the FY 2023-24, the following four (4) Audit Committee Meetings were held on: 1. May 04, 2023 2. August 01, 2023 3. November 08, 2023 4. February 07, 2024 Time gap between any two meetings was not more than one hundred twenty (120) days.

The full details of the said meetings are given in the ‘Report on Corporate Governance' forming part of this Annual Report.

The Familiarization Programs for Independent Directors:

The Company has put in place a system to familiarise its Independent Directors with the Company, their roles, rights & responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. The details of such familiarization programs are put up on the website of the Company at the link: https://www.firstsource.com/wp content/uploads/2024/02/Policy-on-Familiarization-of-Independent-Directors-IN.pdf

(i) Performance Evaluation of the Independent Directors and Other Individual Directors:

The Company has framed a policy for Appointment of Directors and Senior Management and Evaluation of Directors' Performance ("Board Evaluation Policy"). The said policy sets out criteria for performance evaluation of Independent Directors, other Non-Executive Directors and the Executive Director.

Pursuant to the provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and on Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Board carries out the performance evaluation of all the Directors (including Independent

Directors) on the basis of recommendation of the Nomination and Remuneration Committee and the criteria mentioned in the Board Evaluation Policy. The Board decided that the performance evaluation of Directors should be done by the entire Board of Directors excluding the Director being evaluated and unanimously agreed on the following assessment criteria for evaluation of Directors' performance:

• Attendance and active participation in the Meetings;

• Bringing one's own experience to bear on the items for discussion;

• Governance covering Awareness and Observance; and

• Value addition to the business aspects of the Company.

(ii) Performance Evaluation of Executive Director:

The performance of the MD & CEO is evaluated on the basis of achievement of performance targets/criteria given to him by the Board from time to time.

(iii) Performance Evaluation by the Board of its own performance and its Committees:

The performance of the Board is evaluated by the Board in the overall context of understanding by the Board of the Company's principle and values, philosophy and mission statement, strategic and business plans and demonstrating this through its action on important matters, the effectiveness of the Board and the respective Committees in providing guidance to the Management of the Company and keeping them informed, open communication, the constructive participation of members and prompt decision making, level of attendance in the Board meetings, constructive participation in the discussion on the Agenda items,

- monitoring cash flow, profitability, income & expenses, productivity & other financial indicators, so as to ensure that the Company achieves its planned results, effective discharge of the functions and roles of the Board, etc. The performance of the Committees is evaluated by the members of the respective Committees on the basis of the Committee effectively performing the responsibility as outlined in its Charter, Committee meetings held at appropriate frequency, length of the meetings being appropriate, open communication & constructive participation of members and prompt decision-making, etc.

Policy on directors' appointment and remuneration:

The criteria for Directors' appointment and for determining qualification, positive attributes and independence of a Director as mentioned in the ‘Policy for Appointment of Directors and Senior Management and Evaluation of Directors' Performance' in terms of Section 178(3) of the Act is mentioned below:

Appointment criteria and qualifications:

• The Nomination and Remuneration Committee shall identify and ascertain the integrity, qualifications, expertise and experience of the person for appointment as Director, Key Managerial Personnel ("KMP") or at

Senior Management level and recommend the same to the Board for appointment, if found suitable;

• A person should possess adequate qualifications, expertise and experience for the position he/she is considered for appointment. The Committee has discretion to decide whether qualifications, expertise and experience possessed by a person are sufficient/ satisfactory for the concerned position; and

• The Company shall not appoint or continue the employment of any person as Managing Director/Whole-Time Director who has attained the age of seventy years, provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the statement pursuant to the provisions of Section 102 of the Act annexed to the notice or such motion indicating the justification for extension of appointment beyond seventy years.

Meeting of Independent Directors:

There should be atleast one meeting of Independent Directors in a year, without the attendance of non-independent Directors and members of the Management. One (1) meeting of the Independent Directors of the Company was held on February 06, 2024.

Agendas of the Independent Directors' Meeting are:

• To review the performance of non-independent Directors including MD & CEO and the Board as a whole;

• To review the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors; and

• To assess the quality, quantity and timeliness of the flow of information between the Company's Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

Remuneration policy:

The Board, on the recommendation of the Nomination and

Remuneration Committee framed a Remuneration Policy for

Non-Executive Directors (including Independent Directors) and a Remuneration Policy for Key Managerial Personnel and other Employees of the Company. The details of Remuneration Policy for Non-Executive Directors and Independent Directors are provided as Annexure IIIA and details of Remuneration Policy for Key Managerial Personnel and Other employees of the Company are provided as Annexure IIIB to this Report.

Committees of the Board:

A detailed note on the Board and its Committees is provided in the ‘Report on Corporate Governance' forming part of this Annual Report. The composition of the major Committee/(s) is as follows:

Audit Committee:

As on March 31, 2024, the Audit Committee comprised of three (3) Independent Directors viz. Mr Utsav Parekh (Chairman), Mr Anjani Agrawal (will cease to be a Member from the closing of business hours on May 10, 2024 by efflux of time), Mr T. C. Suseel Kumar (inducted as a Member w.e.f. May 11, 2024), Mr Sunil Mitra and one (1) Non-Independent Director, Mr Subrata Talukdar.

Nomination and Remuneration Committee:

As on March 31, 2024, the Nomination and Remuneration Committee comprised of two (2) Independent Directors viz. Mr T. C. Suseel Kumar (inducted as a member w.e.f. April 01, 2024 and Chairman w.e.f. May 11, 2024), Mr Utsav Parekh (inducted as a Member w.e.f. April 01, 2024), Mr Anjani Agrawal (Chairman) {will cease to be a Chairman and Member from the closing of business hours on May 10, 2024 by efflux of time} and Mr Pratip Chaudhuri (ceased to be a Member from the closing of business hours on March

31, 2024 by efflux of time), and one (1) Non-Independent Director, Mr Subrata Talukdar.

Corporate Social Responsibility Committee:

As on March 31, 2024, Corporate Social Responsibility Committee comprised of four (4) members viz Mr Shashwat Goenka (Chairman), Mr Vipul Khanna, MD & CEO (ceased to a Member from the closing of business hours on August

31, 2023 on account of his resignation), Mr Ritesh Idnani, MD & CEO, (inducted as a Member w.e.f. September 01, 2023), Mr Anjani Agrawal (will cease to be a Member from the closing of business hours on May 10, 2024 by efflux of time), Dr Rajiv Kumar (inducted as a Member w.e.f. May 11, 2024), and one (1) Non-Independent Director, Mr Subrata Talukdar.

Stakeholders Relationship Committee:

As on March 31, 2024, Stakeholders Relationship Committee comprised of three (3) members viz. Mr Subrata Talukdar (Chairman), Mr Vipul Khanna, MD & CEO (ceased to a Member from the closing of business hours on August 31, 2023 on account of his resignation), Mr Ritesh Idnani, MD & CEO, (inducted as a Member w.e.f. September 01, 2023) and one (1) Independent Director, Mr Anjani Agrawal (will cease to be a Member from the closing of business hours on May

10, 2024 by efflux of time), Ms Rekha Sethi (inducted as a Member w.e.f. May 11, 2024).

Investment Committee:

As on March 31, 2024, Investment Committee comprised of three (3) members viz. Mr Shashwat Goenka (Chairman), Mr Vipul Khanna, MD & CEO (ceased to a Member from the closing of business hours on August 31, 2023 on account of his resignation), Mr Ritesh Idnani, MD & CEO, (inducted as a Member w.e.f. September 01, 2023) and one (1) Non-Independent Director, Mr Subrata Talukdar.

Strategy Committee:

As on March 31, 2024, Strategy Committee comprised of three (3) members viz. Mr Shashwat Goenka (Chairman), Mr Vipul Khanna, MD & CEO (ceased to a Member from the closing of business hours on August 31, 2023 on account of his resignation), Mr Ritesh Idnani, MD & CEO, (inducted as a Member w.e.f. September 01, 2023) and one (1) Non-Independent Director, Mr Subrata Talukdar.

Risk Management Committee:

As on March 31, 2024, Risk Management Committee comprised of four (4) members viz. Mr Shashwat Goenka (Chairman), Mr Vipul Khanna, MD & CEO (ceased to a Member on the closing of business hours on August 31, 2023 on account of his resignation), Mr Ritesh Idnani, MD & CEO, (appointed as a Member w.e.f. September 01, 2023) one (1) Independent Director, Ms Vanita Uppal, Mr Dinesh Jain and Mr Arun Tyagi, Officials of the Company (Mr Arun Tyagi ceased to be member from the closing of business hours on January 18, 2024 on account of his resignation).

Related party transactions:

All the contracts/arrangements/transactions that were entered into by the Company during the financial year with related parties were on an arm's length basis and in the ordinary course of business and none of such related party transactions required the approval of the Board of Directors or the Shareholders as per the Act or LODR Regulations. Further, there were no materially significant related party transactions that may have potential conflict of interests of the Company at large. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and at arm's length. All Related Party Transactions are placed before the Audit Committee for approval.

The policy on Related Party Transactions as approved by the Board is available on the website of the Company at the link: https://www.firstsource.com/wp-content/uploads/2024/02/ Related-Party-Transaction-Policy-IN.pdf The details of the related party transactions as required under the Act and the Rules are attached in Form AOC-2 as Annexure IV.

Employees stock option scheme:

The Company grants share-based benefits to eligible employees with a view to attracting and retaining the best talent, encouraging employees to align individual performances with the Company objectives, and promoting increased participation by them. 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), viz., the Firstsource Solutions Employee Stock Option Scheme, 2003 (ESOS 2003). The Scheme is applicable to all eligible employees and Directors of the Company and its Subsidiary Companies. The Scheme is in compliance with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB&SE), as amended from time to time.

Firstsource solutions limited employee stock option plan 2019 ("esop 2019 plan"):

The Company has established the ESOP 2019 Plan, pursuant to approval of shareholders at the Annual General Meeting on August 02, 2019, to allow our employees to acquire greater proprietary stake in our success and growth, and to encourage our employees to continue their association with us. The ESOP 2019 Plan is in compliance with SEBI (SBEB&SE) Regulations 2021, as amended from time to time. As per the ESOP 2019 Plan, the Nomination and Remuneration Committee will issue stock options to the identified eligible employees/Director(s) of the Company and its Subsidiaries at an exercise price which will be the face value of the Shares or any higher price which may be decided by the Nomination and Remuneration Committee considering the prevailing market conditions and the norms as prescribed by SEBI and other relevant regulatory authorities. Further, the stock options under the said plan would vest & be exercisable in tranches as determined by the Nomination and Remuneration Committee basis the power given to the Nomination and Remuneration Committee in line with the ESOP 2019 Plan.

Long term incentive structure grants under ESOP 2019 plan:

In continuation of the Company's philosophy of aligning employee interests with shareholder value creation and in line with global practices, the Nomination and Remuneration Committee of the Board of Directors has approved the Long Term Incentive Structure ("LTI") in the form of ESOP grants which will be granted to identified eligible employees as per ESOP 2019 Plan. This unique plan is a combination of tenure and performance based ESOPs aligned to shareholder value creation which will deepen employee ownership in the Company.

A) Tenure based Structure (ESOP Structure):

Options in this structure will be granted to identified eligible employees, basis the below criteria:

1. Drives ownership of employees in Company's fortunes for better engagement and retention;

2. Seen as part of the total compensation package, in line with competition/ market practice;

3. Quantum of grants is based on the performance and potential of the individual employee.

Vesting Schedule in the given structure is:

B) Performance based Structure (PSU Structure):

1. Attainment of options can range between 0% and 150% of tranche eligible for vesting for the respective performance measurement period. Each tranche is separate. Performance and vesting in one performance period has no bearing on performance and vesting in another performance period;

2. Subject to terms and conditions of the scheme, the performance-based component of the grant is measured basis the Performance targets as agreed annually by the Management.

Vesting Schedule in the given structure is: (The vesting schedule is effective from May 3, 2024.)

Under both the above structures, grants will be issued at face value of the shares or any higher price which may be decided by the Nomination and Remuneration

Committee and will have an exercise period up to three (3) years as per the ESOP 2019 Plan and as determined by the Nomination and Remuneration Committee.

Under the ESOP 2019 Plan, as on March 31, 2024, the Nomination and Remuneration Committee has approved grant of 1,209,000 options which are a mix of tenure based and performance-based structure options to its senior leadership team and employees.

Firstsource Employee Benefit Trust under ESOP 2019 plan:

The ESOP 2019 Plan shall be implemented through the Trust which will be administered under the guidance, advice and direction of the Nomination and Remuneration Committee in accordance with the provisions of the Companies Act, 2013 and SEBI (SBEB&SE) Regulations, 2021.

The Board of Directors has facilitated setting up of Employee welfare trust, viz "Firstsource Employee Benefit Trust" ("ESOP Trust") to implement the ESOP 2019 Plan which has been formed by the Company. The Company shall provide financial assistance to the ESOP Trust for secondary acquisition of equity shares of the Company for the purpose of implementation of ESOP 2019 Plan. The terms and conditions for the financial assistance provided shall be in compliance with the Companies Act, 2013 read with Companies (Share Capital and Debenture) Rules, 2014 and SEBI (SBEB&SE) Regulations 2021.

As on March 31, 2024, the ESOP Trust holds 9,376,900 equity shares purchased through secondary market.

Subsidiary companies:

As on March 31, 2024, your Company has 23 subsidiaries and 1 Associate Company:

Domestic Subsidiary: (1)

1. Firstsource Process Management Services Limited [Wholly Owned Subsidiary ("WOS") of the Company]

International Subsidiaries: (22)

2. Firstsource Solutions UK Limited, UK (WOS of the

Company)

3. Firstsource Solutions S.A., Argentina (Subsidiary of Firstsource Solutions UK Limited)

4. Firstsource BPO Ireland Limited (WOS of Firstsource Solutions UK Limited)

5. Firstsource Group USA, Inc., USA (Subsidiary of the Company)

6. Firstsource Business Process Services, LLC, USA (WOS of Firstsource Group USA, Inc)

7. Firstsource Advantage, LLC, USA (WOS of Firstsource Business Process Services, LLC)

8. One Advantage, LLC, USA (WOS of Firstsource Business Process Services, LLC)

9. MedAssist Holding, LLC, USA (WOS of Firstsource Group USA, Inc)

10. Firstsource Solutions USA, LLC, USA (WOS of MedAssist Holding, LLC)

11. Firstsource Health Plans and Healthcare Services, LLC, USA (WOS of Firstsource Solutions USA, LLC)

12. Sourcepoint, Inc. (WOS of Firstsource Group USA, Inc.)

13. Sourcepoint Fulfillment Services, Inc. (WOS of Sourcepoint, Inc.)

14. Firstsource Dialog Solutions (Private) Limited

(Subsidiary of the Company)

15. PatientMatters LLC (WOS of Firstsource Solutions USA, LLC)

16. Kramer Technologies, LLC (WOS of PatientMatters LLC)

17. Medical Advocacy Services For Healthcare, Inc. (WOS of PatientMatters LLC)

18. The StoneHill Group, Inc (WOS of Sourcepoint, Inc.)

19. American Recovery Services, Inc. (WOS of Firstsource Business Process Services, LLC, USA)

20. Firstsource Solutions Mexico, S. de R.L. de C.V (Subsidiary Company of Firstsource Group USA, Inc.)

21. Firstource Solutions Jamaica Limited (WOS of Firstsource Group USA, Inc.)

22. Firstsource BPO South Africa (Pty) Ltd. (WOS of Firstsource Solutions UK Limited) 23. Firstsource Solutions Australia Pty Limited (WOS of Firstsource Solutions Limited)

Associate Company: (1)

1. Nanobi Data and Analytics Private Limited

Note:

(a) Firstsource BPO South Africa (Pty) Ltd. was incorporated as a Wholly Owned Subsidiary Company of Firstsource Solutions UK Limited, (WOS of the Company), on September 27, 2023. On account of this, Firstsource BPO South Africa (Pty) Ltd. became a step down subsidiary of the Company.

(b) Firstsource Solutions Australia Pty Limited was incorporated as a Wholly Owned Subsidiary Company of Firstsource Solutions Limited, on February 13, 2024.

On account of this, Firstsource Solutions Australia

Pty Limited became a Wholly Owned Subsidiary of the Company.

The Company has no other joint venture Company. No company has ceased to be a joint venture or associate during the FY 2023-24.

Report on the Performance and Financial Position of Subsidiaries:

A report on the performance and financial position of of the subsidiaries as per the Act, in the prescribed format

AOC - 1 is annexed to the consolidated financial and hence not repeated here for the sake of brevity. The Company has a policy on material subsidiaries pursuant to Regulation 16(1)(c) of the Listing Regulations. The same is available on the website of the Company viz: https://www. firstsource.com/wp-content/uploads/2024/02/Material-Subsidiary-Policy-IN.pdf

Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the year as stipulated under Regulation 34(3) of the Listing Regulations is separately given and forms part of this Annual Report.

Business Responsibility and Sustainability Report:

With effect from the FY 2022-23, the requirement of submitting Business Responsibility Report is discontinued and replaced with Business Responsibility and Sustainability Report (BRSR) for the top one thousand listed entities based on market capitalization. Since your company is falling under this category, the Company has adopted the BRSR as stipulated under Regulation 34(2(f) of the Listing Regulations and forms part of this Annual Report.

Report on Corporate Governance:

The adherence to the corporate governance practices by the Company not only justifies the legal obedience of the laws but dwells deeper conforming to the ethical leadership and stability. It is the sense of good governance that our leaders portray, which trickles down to the wider Management and is further maintained across the entire functioning of the Company.

The Company is committed to maintain the highest standards of corporate governance and adheres to the corporate governance requirements set out by SEBI.

The report on Corporate Governance as stipulated under provisions of Chapter IV & Schedule V of the Listing Regulations is separately given and forms part of this Annual Report. The requisite certificate from a Practicing Company Secretary confirming compliance of the conditions of corporate governance is attached to the Report on Corporate Governance.

Pursuant to amendment of Rule 12 of Companies (Management and Administration) Rules, 2014 by MCA, wherein, instead of attaching an extract of annual return (to be prepared in Form MGT - 9) to the Directors' Report, the Company can host a copy of annual return on the website of the Company and a web link of the same to be given in the Directors' Report.

Accordingly, a copy of Annual Return is available on the each website of the Company at the below link: https://www. firstsource.com/wp-content/uploads/2024/06/Annual-statement Return-FY-2023-24-1.pdf

A) Conservation of Energy:

The Company continues to make progress towards energy conservation across all its operation centres by adopting efficient Air-conditioning management system, usage of Energy efficient LED and efficient power up system. The Company is continuously monitoring earlier initiatives of reducing energy consumption within data centre/(s) and across its' operation centres. The Company, similar to its previous year's initiatives of Green IT, continued to replace the normal Desktops and old Thin clients with Mini Desktops/ Zero thin-clients in US Geography as the power consumption of mini desktop & Zero thin-clients was 2.5 times less than the power consumed by normal desktops and nearly 5 times less during standby mode. Scripts have been deployed where possible to shut down the Desktops/ Thin clients which are not being used for more than 1 hour which helps conserve energy.

B) Absorption of Technology:

• SmartRow Solution: As a part of the ESG and Green IT Initiative, the Company have implemented a SmartRow solution in April 2024, a best in class solution that enables better resource management and energy efficiency, contributes to a reduced environmental/CO2 footprint and aligns with the Company's sustainability goals. The solution optimizes energy usage by adjusting cooling based on actual server load leading to energy savings and reduced real estate requirements. The Mumbai Data Centre which spanned over 3100 sq. ft. is now reduced to 380 sq. ft.

• Cloud-First Initiatives: As part of Company's Cloud-First and Digital-First-Digital-Now (DFDN) journey, the Company continues to migrate a significant part of its Operations and Deliveries, across the geographies and business units, to cloud. Over the past few years, the Company has adopted multiple state-of-the-art technologies by partnering with Global Cloud Services Platforms. Be it for Infrastructure as a Service (IaaS) where the Company partner with leading global CSPs such as Microsoft Azure, AWS and Google or adopting SaaS solutions such as SalesForce, SAP SuccessFactors or Office365 or companies like Zscaler which provide cloud based Zero Trust Security solutions. Most of Company's client facing applications are deployed on Multi-Cloud environment to make them more Scalable, Resilient and Fault-tolerant;

• Digital Enabled Contact center (DECC): As part of our DECC implementation, the Company has implemented multiple Next Generation Contact Centres (NGCC) across the global and business units. The DECC and Omni Channel Platform is further enhanced with Digital Capabilities, such as AI, Social Integration, Chat-Bot, Analytics etc. These state-of-art technologies are implemented to enhance and automate call handling capabilities by Digital/ AI interference, thus enhancing the

- Customer Experience (CX);

• NextGen Cybersecurity:

Firstsource has also deployed various technical controls at the perimeter,

Endpoints, Data center and end user computing;

Threat and Vulnerability

• Threat and Vulnerability Management: Early Detection of vulnerability on Core Infra structure and proactive mitigation

Comprehensive Technical Compliance check ^through 3^rd party covering the following:

Vulnerability Assessment

Penetration testing (Red Teaming Exercise)

Web Application Security Assessment

ASV Scans for PCI DSS Desktop Scans for PCI

DSS

Source Code Review

Segmentation

Penetration Testing

Firewall Rule and configuration reviews

Cloud Infrastructure review

Network Config review

• Security Operations Center & Digital Footprint Monitoring -Continuous Monitoring.

• 24/7 continuous monitoring and helps increase Firstsource organization security posture while preventing, detecting, analysing, and responding to cybersecurity incidents.

• Digital Footprint monitoring is done through Security Scorecard that rates cybersecurity postures of corporate entities through completing scored analysis of cyber threat intelligence.

• The end users are required to go through Zero trust network ( Zscaler ) Cisco AnyConnect - VPN, High Secure Network Access, Cisco Duo - Two Factor Authentication and the end user computing are protected with Cisco AMP - EDR for Endpoints and Servers and the end user *internet and DNS are Cisco Umbrella - DNS Layer Security, Internet gateways using Cisco WSA - Blocking risky sites and al emails are protected by Cisco Mail Security.

C) Foreign Exchange Earnings and Outgo Activities relating to exports, initiatives taken to increase exports, development of new export markets for services and export plans:

The Company's income is diversified across a range of geographies and industries. During the year, 99.44% of the Company's standalone total revenues were derived from exports. The Company provides BPO services mostly to clients in North America, UK and Asia Pacific region. The Company has established direct marketing network around the world to boost its exports.

Foreign exchange earned and used:

The Company's Foreign Exchange Earnings and Outgo during the year were as under: (Standalone figures in I million)

Secretarial audit:

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company obtained Secretarial Audit Report from MMJB & Associates LLP (CP No. 8968), Company Secretaries for the FY 2023-24. The Secretarial Audit Report is annexed to this Report as Annexure V.

Annual secretarial compliance report:

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019 read with Regulation 24(A) of the Listing Regulations, directed listed entities to conduct

Annual Secretarial Compliance Audit from a Practicing

Company Secretary of all applicable SEBI Regulations and circulars/guidelines issued thereunder. The said Secretarial

Compliance report is in addition to the Secretarial Audit Report issued by Practicing Company Secretaries under

Form MR - 3 and is required to be submitted to Stock Exchanges within 60 days of the end of the financial year. The Company has engaged the services of MMJB & Associates LLP (CP No. 8968), Company Secretaries for providing this certification.

Statutory auditors and auditors' report:

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, bearing Registration Number: 117366W/W-100018, were re-appointed as the Statutory Auditors of the Company by the members at their 21st Annual General Meeting (AGM) for a second term of consecutive five (5) years i.e. till the conclusion of 26th AGM.

The Notes on financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

During the year under review, there were no material or serious instances of fraud falling within the purview of Section 143 (12) of the Companies Act, 2013 and rules made thereunder, by officers or employees reported by the

Statutory Auditors of the Company during the course of the audit conducted and therefore no details are required to be disclosed under Section 134 (3)(ca) of the Act.

General:

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the FY 2023-24:

• Issue of equity shares with differential rights as to dividend, voting or otherwise;

• Issue of shares to employees of the Company under any scheme save and except Employees Stock Option

Schemes as referred to in this Report;

• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company's operations in future.

Further, your Directors would like to mention that the MD & CEO received I112.74 million as remuneration during the year from Firstsource Group USA Inc. subsidiary of the Company.

The disclosure pursuant to Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 read with Circular No. CIB/ CFD/Policy/CELL/2, 2015 dated June 16, 2015, will be placed on the website of the Company.

Directors' responsibility statement:

Pursuant to the requirement under Section 134(3) (c) and 134(5) of the Companies Act, 2013, Directors of your Company state and confirm that:

1. In the preparation of the annual accounts for the FY 2023-24, the applicable Ind-AS accounting standards have been followed and there are no material departures from the same;

2. The Directors had 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 as at March 31, 2024 and of the profit of the

Company for year ended on that date;

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safe-guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors had prepared the annual accounts on a going concern basis;

5. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

6. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Application/proceeding pending under IBC:

None of the application has been made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

Acknowledgments:

The Board wishes to place on record its sincere appreciation for the support and co-operation extended by all the customers, vendors, bankers and business associates. The Board also expresses its gratitude to the Department of Telecommunications, Collector of Customs and Excise, Director of Special Economic Zone, Ministry of Labour, Ministry of Corporate Affairs, Software Technology Parks of India, and various Governmental departments and organizations for their help and cooperation.

Further, 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 confident that with their continued support, the Company will achieve its objectives and emerge stronger in the coming years.