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History of Firstsource Solutions Ltd.

Raju Bhatnagar joins as president & COO [chief operating officers]

2004

-ICICI OneSource acquires Chicago- based research & consulting firm, Pipal Research Corporation

-ICICI OneSource has acquired a New York-based consumer debt collections agency Account Solutions Group [ASGs]

2005

-ICICI OneSource acquires RevIT

2006

-ICICI OneSource ties up with Dr Reddy Foundation for youth employable

Incorporation & registered office

Our Comp. 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 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 Comp. entered into a debenture facility agreement with ICICI Bank pursuant to which ICICI Bank was allotted 70,000,000 POCDs in our Comp. for a total consideration of Rs. 700,000,000.

2. On September 3, 2002, our Comp. entered into share subscription agreements with ICICI Bank & ICICI Trusteeship Services Limited, acting on behalf of ICICI Information Technology Fund, pursuant to which, on January 19, 2003:

[as] ICICI Bank was allotted 24,000,000 POCPS in our Comp. for a total consideration of Rs. 240,000,000; and

[bs] 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 Comp. entered into a share subscription agreement with WestBridge pursuant to which WestBridge agreed to invest US$7,772,436 in our Company & our Company, on October 10, 2003, allotted the following securities to WestBridge:

[as] 10,000 Equity Shares for approximately Rs. 13.11 each; and

[bs] 35,672,100 Series `B' POCPS at par value.

In the event of an initial public offering of our Company 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 merchant bankers to the issue.

4. On August 18, 2003, the following occurred:

4.1 Our Comp. entered into a conversion agreement with ICICI Bank pursuant to which ICICI Bank converted the following securities at par value:

[as] its 24,000,000 POCPS in our Company, which were issued pursuant to the share subscription agreement described in paragraph 2 above; and

[bs] 21,000,000 of its POCDs in our Company, which were issued pursuant to the debenture facility agreement described in paragraph 1 above.

Our Comp. 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 Comp. to SIF. Our Company entered into a deed of adherence with ICICI Bank & SIF pursuant to which SIF agreed to be bound by terms of debenture facility agreement described in paragraph 1 above as though it had been an original debenture holder & party to that agreement.

4.3 Our Comp. entered into a conversion agreement with SIF pursuant to which SIF converted the following securities at par value:

[as] its 56,000,000 POCPS, which were issued pursuant to the share subscription agreement described in paragraph 2[bs] above & had subsequently been transferred by ICICI Trusteeship Services Limited to SIF; and

[bs] the 49,000,000 POCDs it had just purchased from ICICI Bank.

Our Comp. 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 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 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 Comp. entered into a share subscription agreement with Aranda & WestBridge pursuant to which:

[as] Aranda agreed to invest US$30,000,000 in our Comp. & our Company allotted the following securities to Aranda:

[is] 20,000 Equity Shares for approximately Rs. 19.85 each; and

[iis] 138,785,306 Series `C' POCPS at par value, and

[bs] WestBridge agreed to invest a further US$5,000,000 in our Comp. & 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 shares, Aranda and WestBridge are obliged to convert all of their outstanding Series `C' POCPS into Equity Shares.

7.2 Our Comp. & its shareholders at the time [SIF, ICICI Bank, WestBridge and Arandas] entered into a shareholders' agreement to set out their rights as shareholders regarding the management of our Comp. & the class of securities they hold. This shareholders' agreement has since been amended & 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 Comp. entered into a share subscription agreement with Metavante pursuant to which Metavante agreed to invest US$15,000,000 in our Comp. & our Company allotted the following securities to Metavante:

[as] 10,000 Equity Shares for approximately Rs. 30.45 each; and

[bs] 67,664,250 Series `D' POCPS at par value.

In the event of an initial public offering of our Company 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 merchant bankers to the issue that pursuant to applicable laws, rules, regulations & guidelines they should be converted during the initial public offering process.

The aforementioned shares were allotted on April 20, 2006.

8.2 Our Comp. entered into a share subscription agreement with Aranda & WestBridge pursuant to which:

[as] Aranda agreed to invest a further US$15,000,000 in our Comp. & our Company allotted 67,695,000 Series `D' POCPS to Aranda at par value; and [bs] WestBridge agreed to invest a further US$5,000,000 in our Comp. & 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 shares, Aranda and WestBridge are obliged to convert all of its outstanding Series `D' POCPS into Equity Shares upon closing of initial public offering, unless advised by merchant bankers to the issue that pursuant to applicable laws, rules, regulations & guidelines they should be converted during the initial public offering process.

8.3 Our Comp. 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$15,000,000. The share purchase agreement contains the following options:

[as] an option for Metavante to acquire such number of Equity Shares from ICICI Bank & SIF as to increase its holding in the Company equity share capital to 20% on a fully diluted basis [the 'Call Option's]; and

[bs] an option for ICICI Bank & SIF to dispose of such number of their Equity Shares as would constitute 5% of Company equity share capital on a fully diluted basis to Metavante & its permitted transferees [the 'Put Option's].

The Call Option may only be exercised between the six month & the twelve month anniversary of date the purchased shares were transferred & prior to the completion of an initial public offering of Company shares, & only if the Comp. and Metavante have entered into the operating agreement & Metavante had invested US$ 15,000,000 in Series `D' POCPS of Company. The call price is US$0.803 per Equity Share.

The Put Option may only be exercised if Metavante has confirmed within 180 days of the date of share purchase agreement that the Put Option is binding & enforceable on it and prior to the completion of an initial public offering of Company shares. The put price is US$ 0.6944 per Equity Share.

8.4 Our Comp. & its shareholders [SIF, ICICI Bank, WestBridge, Aranda and Metavantes] entered into a shareholders' agreement, which amended & restated the shareholders' agreement described in paragraph 7.2 above. The shareholders' agreement set out their rights as shareholders regarding the management of our Comp. & the class of securities they hold. It contains customary provisions relating to, inter alia, antidilution, pre-emption & distributions. The key terms of shareholders' agreement have been incorporated into our Company Articles. The rights & obligations of all of the parties to the shareholders' agreement terminate upon the successful completion of an initial public offering of shares of our Company. Therefore, such provisions of the Articles which reflect the shareholders agreement shall have to be removed after the completion of IPO. The shareholders' agreement has been made available for inspection. See the section titled 'Material Contracts & 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 Articles of Association' on page 328 of this Draft Red Herring Prospectus .

9. On November 22, 2006, the Comp. in an Extraordinary General Meeting approved the conversion of all of outstanding Series `B' POCPs, Series `C' POCPs & 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 & Milestones

Year Month Key Events & Milestones

2002 May Acquisition of Customer Asset Indian Private Limited [Bangalores] 2002 July Second delivery centre [Mumbais] 2002 November Third delivery centre [Bangalores] 2003 July Acquired First Ring Incorporated 2003 March First Comp. to be awarded COPC certification for both voice & 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 Comp. 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 [Mumbais] 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 Centres] 2004 August Aranda invests into our Company 2004 September Sixth delivery centre [Mumbais] 2004 September Acquisition of Accounts Solutions Group LLC [Amherst, NY Centres] 2004 September Crossed 4,000 seats 2005 January Crossed 5,000 full time employees 2005 March Acquisition of RevIT Systems Private Limited [Chennai & Pondicherrys] 2005 April Tenth delivery centre [Trichys] 2005 April Crossed 6,000 full time employees 2005 May Crossed 7,000 full time employees 2005 October Eleventh delivery centre [Bangalores] 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 Irelands] 2006 August Thirteenth delivery centre [Kinston, NYs] 2006 September Fourteenth delivery centre [Kolkatas] 2006 September Crossed 9,000 full time employees 2006 October Fifteenth delivery centre [Londonderry, Northern Irelands] 2006 October Crossed 8,000 seats 2006 October Sixteenth delivery centre [Argentinas] 2006 November Seventeenth delivery centre [Reno, USAs]

2008

-Firstsource signs outsourcing contract with Barclays.