Directors of your Company take great pleasure in presenting the 22^nd Annual Report on the business and operations of your Company and the Audited Financial Statements for the financial year ended March 31, 2023.

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 2022-23 is summarized herein below:

RESULT OF OPERATIONS:

The consolidated total income increased from ^ 59,217.08 million to ^ 61,531.68 million, an increase of 3.91% over the previous financial year. The consolidated Net Profit After Tax decreased from ^ 5,365.30 million to ^ 5,137.12 million, an decrease of 4.25% 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 decreased from ^ 16,227.56 million to ^ 14,094.44 million, a decrease of 13.15% over the previous financial year. The standalone Profit After Tax decreased from ^ 3,875.89 million to ^ 2,483.42 million, a decrease of 35.93% over the previous financial year.

GLOBAL OPERATION CENTERS:

The Company, on a consolidated basis has 48 global operation centers as on March 31, 2023. The centers are located across the US, the UK, India, the Philippines and the Mexico. 11 of the Company's operation centers are located in India which includes Chennai (2), Mumbai (2), Bangalore (2), and 1 each in Trichy, Pondicherry, Hyderabad, Indore & Vijayawada cities. 24 in the US, 10 in the UK, 2 in the Philippines and 1 in Mexico.

During the year, the Company incurred capital expenditure of ^ 536.22 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:

• Named as 'Disruptor' in Avasant Banking Process Transformation 2022 RadarView and Avasant Contact Center Business Process Transformation 2022 RadarView.

• Named as 'Innovator' in Avasant Claims Processing Business Process Transformation 2022 RadarView.

• Named as Disruptors in Avasant's Contact Center Business Process Transformation 2022 RadarView.

• Named as 'Disruptor' in HFS Horizons for The Best Service Providers for Retail Banks, 2023.

• Listed in select categories as HFS' Top 10: Healthcare Provider (HCP) Service Providers, 2022.

• Listed as 'Disruptor' in HFS Horizons' Healthcare Payer Service Providers, 2022.

• Named as 'Leader' in UK & Europe Quadrant in ISG Provider Lens™ Contact Center - Customer Experience Services 2022.

• Named 'Leaders' in ISG Provider Lens™ Healthcare Digital Services Study 2022 U.S.

• Named 'Leaders' in ISG Provider Lens™ Healthcare Payer Digital Services Study.

• Named as 'Major Contender' by Everest Group for Everest Healthcare Customer Experience Management (CXM) Services in North America PEAK Matrix.

• Mentioned in Everest Group BPS Top 50™ 2022.

• Named as 'Leader' in Mortgage and Loan Services 2022 NEAT results by NelsonHall.

• Recognized in Bloomberg Gender-Equality Index 2022.

• Gold winner for Customers at the Heart of Everything™, Customer Driven Business Change and Transformation and Best Customer Service by European CXA'22 Customer Experience Awards.

• Awarded for our 'Strong Leverage of Tier 2 & Tier 3 Cities' at the NASSCOM Business Process Innovation Awards 2022.

• Awarded Silver at the Brandon Hall HCM excellence awards 2022 for Best Hybrid Learning.

• Rated 'A-100' by SecurityScorecard ™ - for our robust security posture across technology platforms, cloud solutions and applications, and our best practices-based security protocols.

• Recognized as a Level 3 Disability Confident Leader in the UK.

• Recognized as Top Mortgage Employer by Mortgage Professional America, 2022.

• Silver winner for the 'Most Effective Learning and Development Initiative' by European Contact Centre & Customer Service Awards (ECCCSA).

• Achieved SILVER in the Most Effective Distributed Workforce category by UK National Contact Center Awards, 2022.

• Awarded with Business Services Project of the Year by Global Sourcing Association, UK.

• Received CSR Leadership Award at the 4^th Edition Corporate Social Responsibility Summit & Awards 2022.

• Ranked second in the COVID-19 Warrior category by India CSR Leadership Summit 2022.

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 02, 2023 at the rate of 35% i.e. ^ 3.5 per share of ^ 10/- each.

The interim dividend for FY 2022-23 aggregated to ^ 2,219.06 million (net of applicable TDS).

The Dividend Distribution Policy of the Company was approved by the Board at its meeting held on August 08, 2017 and is available on the Company's website at

https://www.firstsource.com/wp-content/uploads/2023/03/

Dividend-Distribution-Policy.pdf

TRANSFER TO RESERVE:

The Board of Directors of the Company (hereinafter referred to as the "Board") have 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 23,018 employees as of March 31, 2023.

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, 2023.

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).

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 programmes 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, consisting of Mr Shashwat Goenka (Chairman), Mr Vipul Khanna, Mr Subrata Talukdar and Mr Anjani K. Agrawal 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/2023/04/

Firstsource-CSR-Policy.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.

During the year, the Company has spent an amount of ^ 17.68 million. 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' as defined in the Companies (Corporate Social Responsibility Policy) Rules, 2014. Accordingly, the Company had transferred ^ 50.68 million. to Group CSR Trust for the above mentioned cause towards CSR expenditure for FY 2022-23 before March 31, 2023.

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 programmes such as employee volunteering, payroll giving, participating in fundraising events, partnering with NGO's and response to disasters.

India:

• Launched "Every Leader a Volunteer" campaign in Firstsource to promote volunteering at the top level. In the first year launch of this campaign, the Company saw 17% across globe participating in various programs contributing 600 hours;

• Leaders have empowered young minds through Mentorship session, Virtual classroom teaching, Career guidance, Women Empowerment session, livelihood support projects along with sharing their deep expertise providing Probono support in the area of Tech and Consulting and also supporting launch and milestones of our CSR Projects;

• Structured high impact projects in partnership with nonprofits was started. FFE Mentorship Program and eVidyaloka Program are some examples where our employee volunteers committed to support on a long term projects spanning 3-6 months teaching or mentoring students;

• Volunteers supported Govt. school students by enabling various skill development sessions by giving their time and knowledge. Experts from HR team conducted mock interview & resume building sessions to graduates from Youth Empowerment Programs;

• Volunteers took part in varied virtual awareness sessions on aerobic way of home composting, recycling & reusability, waste management, ocean and its importance, growing microgreens, sign language, Cyber safety, Tangram making, Women rights and safety;

• As part of observing International day for People with Disability, the Company had organized Industrial visit for differently abled students who are supported by Samarthanam Trust in Bangalore and Hyderabad. 250 Tactile greeting cards for blind schools were made in Bangalore, Chennai, Hyderabad and Vijayawada offices;

• As part of International Women's Day, volunteers participated in various initiatives to empower women beneficiaries like -Virtual Menstrual hygiene session for the girl students from underrepresented communities, enabling corporate visits to women beneficiaries, financial literacy and motivational sessions by women leaders. Further, felicitation function was planned across our centres for women supporting staffs to recognize their efforts;

• Volunteers continued their support by enabling various upskilling activities to the beneficiaries from varied groups of Community such as women elderly, People with Disability and women beneficiary in Sandhya Kirana, Sandhesh Foundation, Baale Mane and Cheshire home.

Philippines:

• Employee volunteers from Manila, Philippines visited Father Luis Amigo home and engaged the children by organizing 'Poster making activity' on the topic 'The world that I want to see tomorrow';

• Firstsource volunteers supported the REAVO volunteers with F&B requirements during Sinulog Grand Festival;

• Volunteers from Cebu took part in beach clean-up activity organized in partnership with REAVO NGO which works towards Disaster and Rescue operations in the Philippines;

• Volunteers supported in donation of food and essentials to Ready Relief which aims to lend help to families headed by Solo Parents.

USA:

• Volunteers took part in donation drive and collected Blankets, Towel sets, bath mats, shower caps, curtains, hygiene products, pots and pans, cleaning supplies, laundry detergent, Gift cards, new board, card games, colouring books, Mindfulness journal, Backpacks, Markers, coloured pencils and pencils through in-kind donation for Gateway Longview charity;

• On the occasion of Halloween, US opened up an employee payroll donation and open donation of candies at the Companies US Lousiville office. Around 25 employees contributed through their payroll deduction program while a few of the employees dropped in candies at office for Norton Children's hospital;

• As part of Black History Month campaign, US volunteers reviewed the LinkedIn profiles of Black youth. The goal was to celebrate their achievements and provide valuable feedback to help improve their professional profiles.

UK:

• As part of international women's day celebration, in collaboration with Goodera NGO UK volunteers participated in Trivia night on women's history in pop culture and gained awareness about the inspiring achievements of famous women in pop culture;

• UK volunteers took part in fundraising activity for Breast Cancer Now NGO with their Wear it Pink day to raise money for those going through breast cancer and to raise awareness on how to check for early signs of breast cancer throughout the site. They also had set up a bun sale to sell buns as a 'Pay what you can' initiative and had 2 bakers who provided home made goods to be included in the stall;

• UK Firstsourcers supported a local football team Don Bosco's under 8 & Newell FC in the Foyle cup tournament as part of promoting sport;

• As part of Pride Month celebrations, volunteers from UK participated in virtual volunteering opportunity to support the LGBTQIA community by creating impactful digital posters.

Global Employee Giving:

Our employees across globe continued to show their love and

affection for communities by contributing regularly for charity

through various fund raising and payroll program.

Purpose led Employee Giving projects in India: In India through Give India Payroll program 12K Lives impacted through various projects such as Gift a Smile, Book A Smile, Art truck project, Groceries support and Donation of Sports Equipment for Children Home.

US Fund Raising: US employees supported fund raising for various causes such as Norton Candy Drive, Susan G Koman Cancer patient support fund drive.

UK Payroll Giving and Fund Raising: Employees donate to regular payroll program along with supporting fund raising for UK charity organizations by taking part in charity football matches, baking buns & cakes, taking part in 5K run/walk and raffle fundraisers.

Special Projects:

Right To Education Act: 5 full time employees (LGBQT ) helped in reaching 5,052 parents and identified 1,294 eligible children and enabled 774 of them to get admission in reputed private schools though RTE act.

BHUMI's Scholarship support: 3 full time employees (LGBQT ) made 266 calls through which 50 students were identified for BHUMI scholarship which amounted to ^ 1.06 million.

Supporting Women Scholars: In a first of its kind, during the month of July, the Company have on-boarded 12 female scholars pursuing their graduation. A few days ago, a non-profit organization named HopeWorks Foundation, requested that the Company provide part-time employment opportunities for their girl scholars who are from economically underrepresented communities.

Badminton tournament for people with disability: Supported Deaf enabled foundation team in organizing the Badminton tournament for students with speech and hearing impairment through a one-time donation of ^ 0.05 million.

Job Fair support: One of our full time employees (LGBTQ ) supported the "We are your Voice" team by making calls to 70 PWD candidates to help them in registering for Job fair.

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/2023/03/

WHISTLE-BLOWER-POLICY-6d.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:

During the year under review, the following are the changes in the Board of Directors:

• Mr Pradip Kumar Khaitan (DIN 00004821) retires by rotation and being eligible, has offered himself for re-appointment at the ensuing Annual General Meeting ("AGM").

• The Board appointed Mr Utsav Parekh (DIN 00027642) as an Additional Director (Non-Executive, Independent) on the Board of the Company w.e.f. November 02, 2022. His appointment was approved by members through Postal Ballot on December 15, 2022 for a term of three (3) consecutive years, effective from November 02, 2022. The Company has received the declaration from Mr Utsav Parekh confirming that he meets the criteria of independence as prescribed under Section 149(6) of the Act.

• Ms Grace Koshie ceased to be an Independent Director on account of completion of her term with effect from the closing of business hours on February 08, 2023 by afflux of

time. The Board places on record its appreciation towards valuable contribution made by her during her 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 2022-23, the following four (4) Board Meetings were held on:

1. May 05, 2022

2. August 03, 2022

3. November 02, 2022

4. February 02, 2023

During the FY 2022-23, the following four (4) Audit Committee Meetings were held on:

1. May 05, 2022

2. August 02, 2022

3. November 02, 2022

4. February 02, 2023

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 FAMILIARISATION PROGRAMMES 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 familiarisation programmes are put up on the website of the Company at the below link:

https://www.firstsource.com/wp-content/uploads/2023/03/

Policy-on-familiarisation-of-Independent-Directors.pdf

BOARD EVALUATION:(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 Directors.

Pursuant to the provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and 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 01, 2023.

The Independent Directors in the meeting:

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

• Review the performance of the Chairperson of the Company, taking into account the views of Executive Directors and NonExecutive Directors; and

• 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, 2023, the Audit Committee comprised of three (3) Independent Directors viz. Ms Grace Koshie (Chairperson), (ceased to be a Chairperson and Member on the closing of business hours on February 08, 2023 by efflux of time), Mr Utsav Parekh (appointed as a Member and Chairman w.e.f. February 09, 2023), Mr Anjani K. Agrawal, Mr Sunil Mitra and one (1) NonIndependent Director, Mr Subrata Talukdar.

Nomination and Remuneration Committee:

As on March 31, 2023, the Nomination and Remuneration Committee comprised of two (2) Independent Directors viz. Mr Anjani K. Agrawal (Chairman), Mr Pratip Chaudhuri and one (1) Non-Independent Director, Mr Subrata Talukdar.

Corporate Social Responsibility Committee:

As on March 31, 2023, Corporate Social Responsibility Committee comprised of four (4) members viz Mr Shashwat Goenka (Chairman), Mr Vipul Khanna, MD & CEO,

Mr Subrata Talukdar, Non-Executive, Non-Independent Director and one (1) Independent Director, Mr Anjani K. Agrawal.

Stakeholders Relationship Committee:

As on March 31, 2023, Stakeholders Relationship Committee comprised of three (3) members viz. Mr Subrata Talukdar (Chairman), Mr Vipul Khanna, MD & CEO, and one (1) Independent Director, Mr Anjani K. Agrawal.

Investment Committee:

As on March 31, 2023, Investment Committee comprised of three (3) members viz. Mr Shashwat Goenka (Chairman), Mr Vipul Khanna, MD & CEO and one (1) Non-Independent Director, Mr Subrata Talukdar.

Strategy Committee:

As on March 31, 2023, Strategy Committee comprised of three (3) members viz. Mr Shashwat Goenka (Chairman), Mr Vipul Khanna, MD & CEO and one (1) Non-Independent Director, Mr Subrata Talukdar.

Risk Management Committee:

As on March 31, 2023, Risk Management Committee comprised of five (5) members viz. Mr Shashwat Goenka (Chairman), Mr Vipul Khanna, MD & CEO, one (1) Independent Director, Ms Grace Koshie, (upto the the closing of business hours on February 08, 2023 by efflux of time), Ms Vanita Uppal (appointed as a Member w.e.f. February 09, 2023), Mr Dinesh Jain and Mr Arun Tyagi, Officials of the Company.

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/2023/03/

Related-Party-Transactions-Policy.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:

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, 2023, the Nomination and Remuneration Committee has approved grant of 3,326,500 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.

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, 2023, the ESOP Trust holds 15,589,182 equity shares purchased through secondary market.

SUBSIDIARY COMPANIES:

As on March 31, 2023, your Company has 21 subsidiaries and 1 Associate Company:

Domestic Subsidiary: (1)

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

International Subsidiaries: (20)

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) Plans

11. Firstsource Health Plans and Healthcare Services, LLC, USA (Formerly known as Firstsource Transaction Services, LLC) (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 Service Incorporated (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.)

Associate Company: (1)

1. Nanobi Data and Analytics Private Limited

Note:

Firstsource Solutions Jamaica Limited was incorporated as a

Wholly Owned Subsidiary Company of Firstsource Group USA,

Inc., (Subsidiary of the Company), on April 13, 2022. On account

of this, Firstsource Solutions Jamaica Limited became a step down

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 2022-23.

Report on the Performance and Financial Position of Subsidiaries:

A report on the performance and financial position of each of the subsidiaries as per the Act, in the prescribed format AOC - 1 is annexed to the consolidated financial statement 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/2023/04/

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 website of the Company at the below link:

https://www.firstsource.com/wp-content/uploads/2023/07/

Annual-Return-FY-2022-23.pdf

STATUTORY DISCLOURES OF PARTICULARS: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 back-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:

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 Sales Force, SAP Success Factors or Office365 or companies like Zscaler which provide cloud based Zero Trust Security solutions. Most of Company's client facing applications are deployed on MultiCloud 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 dc (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 Management: Early Detection of vulnerability on Core Infra structure and proactive mitigation -

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

o Vulnerability Assessment and Penetration Test

o Web Application Security Assessment

o ASV Scans for PCI DSS o Desktop Scans for PCI DSS o Source Code Review o Cloud Infrastructure review o 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, analyzing, 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 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 -protects emails from Malware, Spam, Phishing, Ransomware, Spoofing, and more.

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, 92.11 % 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:

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 2022-23. 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 21^st Annual General Meeting (AGM) for a second term of consecutive five (5) years i.e. till the conclusion of 26^th 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 2022-23:

• 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.

• There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

Further, your Directors would like to mention that the MD & CEO received ^ 158.95 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 202223, 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, 2023 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.

ACKNOWLEDGEMENTS:

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 organisations 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.