Result of Operations:

The consolidated total income increased from 163,730.89
million to 179,794.47 million, an increase of 25.20% over the
previous financial year. The consolidated Net Profit After
Tax increased from 15,147.25 million to 15,944.51 million,
an increase of 15.48% 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 116,377.31
million to 123,468.43 million, an increase of 43.29% over
the previous financial year. The standalone Profit After Tax
increased from 13,196.99 million to 14,270.44 million, an
increase of 33.57% over the previous financial year.

Global Operation Centers:

The Company, on a consolidated basis has 51 global
operation centers as on March 31, 2025. The centers are
located across the North America, the EMEA, India, the
Philippines and the Australia. 16 of the Company's operation
centers are located in India which includes Chennai (4),
Mumbai (4), Coimbatore (3), Bangalore (1), and 1 each in
Trichy, Pondicherry, Hyderabad & Vijayawada, 17 in the
North America, 13 in the EMEA, 4 in the Philippines and 1
in Australia.

During the year, the Company incurred capital expenditure
of 12,236.09 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:

• Recognized as a 'Leader' in Lending Services Operations
PEAK Matrix® Assessment 2024 by Everest Group.

• Recognized as a 'Leader' in Everest Group's Healthcare
Payer Business Process as a Service Solutions PEAK
Matrix® Assessment 2024.

• Recognized as a 'Major Contender' and a 'Star
Performer' by Everest Group for Revenue Cycle
Management Operations.

• Recognized as a 'Leader' in Avasant Mortgage Business
Process Transformation Radarview 2024.

• Recognized by Everest as a 'Front-Runner' for
Gen AI capabilities in the report 'AI-deas to Action:
Operationalizing Generative AI in Healthcare Payer'.

• Firstsource won the 'Legal Team of the Year - BPO &
KPO' award at the India Legal Awards 2024, organized
by Biz Integration and the Society of Indian Law Firms
(SILF).

• Firstsource featured among 'AI First Mover' organizations
by Microsoft for FirstSenseAI Copilot.

• Firstsource won the 'India CSR Leadership Award 2024',
under the 'Large Impact- Multiple States' category.

• Firstsource's Workforce Management team won the 'Most
Ingenious Best Practice Award' for Forward Flex.

• Firstsource certified as a Great Place To Work® in four
of our key regions - India, the Philippines, the UK, and
the USA.

• Firstsource UK's Talent Acquisition team won 'In House
Recruitment Team of the Year (5000 employees)' at the
British Recruitment Awards.

• Firstsource bagged the 'Top Employer (Bronze) for
LGBTQ Inclusion' award by India Workplace Equality
Index (IWEI).

• Firstsource Named among "Top 50 Companies with
Great Managers" in India for 2024 by People Business
Consulting; Four managers recognized among "Top 100
Great Managers in India".

• Firstsource bagged the 'Best Client Partnership' and
'Customer Team of the Year'; 'Team Leader of the Year'
(Jade Robinson) and 'Rising Star' (Chloe Turley) at the
CCNNI (Contact Center Network North Ireland) Awards.

• Firstsource UK HR team won SILVER in 'Brilliance in
Employee Engagement' category at the International
Brilliance Awards 2025.

• Firstsource received the “Best first-time responder (Core
Indicators)” award from Workforce Disclosure Initiative
(WDI).

• Firstsource recognized among the Top 50 India's Best
Workplaces 'Building a Culture of Innovation by All 2025'
(Large Category) by GPTW.

• Firstsource earned an S&P Global Sustainable1 ESG
Score and CSA score of 81, earning recognition as an
“Industry Mover” and achieving a “Top 5% S&P Global
CSA Score” for FY2025.

• Firstsource has been recognized as one of the “Masters
of CX” Award at CX Transformation Conclave 2025.

• Firstsource secured 'Silver' in the EcoVadis sustainability
rating for FY24 and recognized as a 'Leader' in
carbon management.

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, 2025 at the rate of 40% i.e. 1 4.00 per share of
110/- each.

The interim dividend for FY2024-25 aggregated to 1 2,544.88
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/sites/default/files/2025-03/Dividend-
Distribution-Policv-19th-March.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 34,651
employees as of March 31, 2025.

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
forming 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, 2025.

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 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 Ritesh
Idnani, Mr Subrata Talukdar and Dr Rajiv Kumar 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/sites/default/files/2025-03/Firstsource-Corporate-
Social-Responsibilitv-Policv-2.0.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 2024-25.

During the year, the Company has spent an amount of I 70.81
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 2024-25 (“Ongoing Project - 2”).
The Company had transferred 156.81 million to Unspent
CSR Account for FY 2024-25.

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.

CSR Impact Overview

This year, as a collective efforts at Company as well as its
acquired companies Ascensos Limited and Firstsource
Provider Services Private Limited (formerly known as
Quintessence Business Solutions & Services Private

Limited), the Company's commitment to social responsibility
has been stronger than ever. With an investment of whooping
1 23.87 Million, through CSR projects, corporate donations
and employee giving programs, the company has positively
impacted 52,307 lives through various initiatives. Overall
6,842 employees participated in community outreach
programs and dedicated 21,042 hours to volunteering
through 1,027 unique events, reinforcing a purpose-led
approach to sustainability and community development.
In addition, environmental efforts resulted in planting and
nurturing 14,764 number of trees reflecting the Company's
commitment to a greener future.

CSR Agenda & focus

As a purpose-driven organization, the Company integrates
sustainability at the core of its transformation journey,
creating a tangible impact on its people, clients,
shareholders, and communities. This year, the Company's
CSR efforts also extended to impact hiring initiatives in India,
where it partnered with various organizations to support
4,535 underrepresented and unemployed youth, including
Persons with Disabilities with essential job skills and career
guidance. A few of these youth got a golden opportunity
getting selected to work at the Company.

Community Projects

The Company's CSR team effectively utilized 1 14.00 Million
across 14 impactful projects throughout India. The fund
distribution was as follows:

• 29% towards Empowerment & Gender Equality projects;

• 26% towards Education Initiatives;

• 37% towards Healthcare Programs;

• 8% towards Environmental Sustainability.

These initiatives positively impacted 7,566 lives and ensured
7,200 no of trees planted and nurtured in collaboration with
our non-profit partners.

Additionally, these efforts were complemented by CSR
projects undertaken through our RP Sanjiv Goenka Group
CSR Trust.

Firstsource Provider Services Private Limited
CSR (formerly known as Quintessence Business
Solutions & Services Private Limited)

Firstsource Provider Services Private Limited (formerly
known as Quintessence Business Solutions & Services
Private Limited) CSR team invested 1 2.0 million through
implementing projects under Education and Environmental
focus areas. Through this thoughtfully selected and
implemented projects we impacted 1,391 lives.

Employee Volunteering & Giving

India: Volunteers engaged in clean-ups, plantation drives,
microgreen growing, eco-friendly bag making, medical
camps, career guidance in schools, and marathon support

programs. They also contributed pro bono work for NGOs
and livelihood support initiatives.

Philippines: Employees participated in donation drives,
providing stationery, clothes, shoes, and hygiene materials
for children with disabilities in Manila. Essential and hygiene
items were also donated to Bahay Puso - Home for the
Aged. In Cebu, employees contributed to community welfare
programs through donations and active engagement.

UK: Employees contributed to regular giving programs
and engaged in various fundraising events to support
community causes.

US: Employees supported initiatives such as the Candy
Drive for patients in children's hospitals and the Angel Tree
initiative in partnership with the Salvation Army.

Mexico: Students from EDUCA from Mexico were distributed
the school supplies and donated blankets and winter wear
for senior citizens. Our volunteers visited senior citizens
home and spent time with them by engaging with them a
month worth of groceries and toiletries. We also donated
board games to the elderly citizens in the home.

Australia: Leaders took part in blood donation camp.
Employees donated in-kind for Kmart Wishing Tree Appeal
in office - Items worth Approx. USD 200 donated impacting
12 students.

Employees worldwide demonstrated their generosity through
fundraising and employee giving programs, with 1336 unique
donors contributing 1 3.22 million. From charitable donations
to in-kind contributions such as groceries, stationeries,
toys, clothes, and books, our employees have consistently
supported Community Outreach through the core.

The Company's Annual Payroll Giving Programs like Gift a
Smile, Book a Smile and Pad to Pad initiatives have positively
impacted over 5,390 students in India.

Beyond financial contributions, employees participated in
various donation drives, starting from supporting the circular
economy project by donating clothes till providing relief
materials for disaster relief. Not stopping with just donation
of materials, globally 694 employees donated blood saving
2,082 lives. Every effort and contribution was impacting
elderly, children with disabilities, and underprivileged
communities directly.

These collective efforts reinforce company's commitment to
creating a more inclusive and compassionate society.

Looking Ahead:

The Company's CSR initiatives continue to create a
significant and lasting impact across multiple spheres.
With a steadfast commitment to sustainability, community
development, and employee engagement, company's aim to
further expand the outreach and introduce innovative social
impact programs in the coming year. The Company is also
planning to increase opportunities for mentoring, tutoring
programs alongside taking up pro bono initiatives.

The Company express its gratitude to every employee, leader,
and partner who has contributed to making Company's CSR
initiatives a success. Together, the Company is building a
more sustainable and inclusive future.

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 (“SEBI LODR”), 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 Chairman 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://firstworld.firstsource.com/intranet/wp-content/
uploads/PDFS/2025/Global-Whistleblowing-Policy-8.0.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 Shashwat Goenka (DIN 03486121) retires by rotation
and being eligible, has offered himself for re-appointment
at the ensuing Annual General Meeting (“AGM”).

• The Board re-appointed Ms Vanita Uppal (DIN 07286115)
as an Independent Director on the Board of the Company
for a term of three (3) consecutive years w.e.f. May 05,
2025. Her appointment was approved by members through
Postal Ballot on December 13, 2024. The Company has
received the declaration from Ms Vanita Uppal confirming
that she meets the criteria of independence as prescribed
under Section 149(6) of the Act.

• The Board re-appointed Mr Utsav Parekh (DIN
00027642) as an Independent Director on the Board of
the Company for a term of three (3) consecutive years
w.e.f. November 02, 2025. His appointment was approved
by members through Postal Ballot on December 13,
2024. 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.

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 FY2024-25, the following four (4) Board Meetings
were held on:

1. May 03, 2024

2. July 30, 2024

3. October 28, 2024

4. February 07, 2025

During the FY2024-25, the following four (4) Audit Committee
Meetings were held on:

1. May 03, 2024

2. July 29, 2024

3. October 28, 2024

4. February 07, 2025

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
link: https://www.firstsource.com/sites/default/files/2025-03/
Policy-on-familiarisation-of-Independent-Directors-19th-
March.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 Managing Director & 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. During the year
under review, one (1) meeting of the Independent Directors
of the Company was held on February 07, 2025.

The Independent Directors in the meeting:

• Review the performance of non-independent Directors
including Managing Director & 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 Non-Executive 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, 2025, the Audit Committee comprised
of three (3) Independent Directors viz. Mr Utsav Parekh
(Chairman), Mr T. C. Suseel Kumar, Mr Sunil Mitra and one
(1) Non-Independent Director, Mr Subrata Talukdar.

Nomination and Remuneration Committee:

As on March 31, 2025, the Nomination and Remuneration
Committee comprised of two (2) Independent Directors viz.
Mr T. C. Suseel Kumar (Chairman), Mr Utsav Parekh and
one (1) Non-Independent Director, Mr Subrata Talukdar.

Corporate Social Responsibility Committee:

As on March 31, 2025, Corporate Social Responsibility
Committee comprised of four (4) members viz Mr Shashwat
Goenka (Chairman), Mr Ritesh Idnani, MD & CEO, Dr
Rajiv Kumar and one (1) Non-Independent Director, Mr
Subrata Talukdar.

Stakeholders Relationship Committee:

As on March 31, 2025, Stakeholders Relationship Committee
comprised of three (3) members viz. Mr Subrata Talukdar
(Chairman), Mr Ritesh Idnani, MD & CEO, and one (1)
Independent Director, Ms Rekha Sethi.

Investment Committee:

As on March 31, 2025, Investment Committee comprised of
two (2) members viz. Mr Subrata Talukdar (Chairman),Non-
Independent Director and Mr Ritesh Idnani, MD & CEO.

Strategy Committee:

As on March 31, 2025, Strategy Committee comprised of
two (2) members viz. Mr Subrata Talukdar (Chairman),Non-
Independent Director and Mr Ritesh Idnani, MD & CEO.

Risk Management Committee:

As on March 31, 2025, Risk Management Committee
comprised of four (4) members viz. Mr Shashwat Goenka
(Chairman), Mr Ritesh Idnani, MD & CEO, one (1)
Independent Director, Ms Vanita Uppal and Mr Dinesh Jain,
Official 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/sites/default/files/2025-03/
Related-Partv-Transaction-Policv-19th-March.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:

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.

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, 2025,
the Nomination and Remuneration Committee has
approved grant of 8,343,871 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, 2025, the ESOP Trust holds 7,732,074
equity shares purchased through secondary market.

Subsidiary Companies:

As on March 31, 2025, your Company has 31 Subsidiaries
and 1 Associate Company:

Domestic Subsidiary: (3)

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

2. Firstsource Provider Services Private Limited (formerly
known as Quintessence Business Solutions & Services
Private Limited) [WOS of the Company]

3. Accunai India Services Private Limited [WOS of the
Company]

International Subsidiaries: (28)

4. Firstsource Solutions UK Limited, UK (WOS of the
Company)

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

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

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

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

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

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

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

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

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

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

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

16. Firstsource Dialog Solutions (Private) Limited
(Subsidiary of the Company)

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

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

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

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

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

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

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

24. Firstsource BPO South Africa (Pty) Ltd (WOS of
Firstsource Solutions UK Limited)

25. Firstsource Solutions Australia Pty Limited (WOS of the
Company)

26. Quintessence Health LLC (WOS of Firstsource
Provider Services Private Limited {formerly known as
Quintessence Business Solutions & Services Private
Limited})

27. Ascensos Limited, UK (WOS of Firstsource Solutions
UK Limited)

28. Ascensos Trinidad Limited (WOS of Ascensos Limited)

29. Ascensos South Africa (RF) (PTY) Ltd (WOS of
Ascensos Limited)

30. Ascensos Contact Centres Romania SRL (WOS of
Ascensos Limited)

31. Firstsource Solutions Limited Colombia S.A.S. (WOS
of Firstsource Group USA Inc)

Associate Company: (1)

1. Nanobi Data and Analytics Private Limited

Note:

(a) A Company had executed a share purchase agreement
dated May 03, 2024 to acquire 100% shares in the
Firstsource Provider Services Private Limited (formerly
known as Quintessence Business Solutions & Services
Private Limited), engaged in the business of providing
revenue cycle management for entities involved in
healthcare business. On account of this, Firstsource
Provider Services Private Limited became a wholly
owned subsidiary of the Company. Accordingly,
Quintessence Health LLC, WOS of Firstsource
Provider Services Private Limited, became a step-
down subsidiary of the Company.

(b) Firstsource Solutions UK Limited, WOS of the
Company, had executed a share purchase agreement
dated September 23, 2024 to acquire 100% shares in
Ascensos Limited, UK, a BPM services for the retail,
consumer, and e-commerce verticals. On account of
this, Ascensos Limited, UK became a wholly owned
subsidiary of Firstsource Solutions UK Limited.
Accordingly, Ascensos Limited along with its wholly
owned subsidiary companies namely; Ascensos
Trinidad Limited, Ascensos South Africa (RF) (PTY) Ltd,
and Ascensos Contact Centres Romania SRL became
the step-down subsidiary companies of the Company.

(c) A Company had executed a share purchase agreement
dated February 07, 2025 to acquire 100% shares in
the Accunai India Services Private Limited, an AI
development service provider. On account of this,
Accunai India Services Private Limited became a
wholly owned subsidiary of the Company.

(d) Firstsource Solutions Limited Colombia S.A.S.
was incorporated as a wholly owned subsidiary
of Firstsource Group USA Inc., Subsidiary of the
Company, on March 07, 2025. On account of this,
Firstsource Solutions Limited Colombia S.A.S. 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 FY2024-25.

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/sites/default/files/2025-03/Material-
Subsidiarv-Policv-19th-March.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 FY 2024-25, 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/sites/default/files/2025-06/Annual Return
FY2024-25.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 is 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 further conserve energy. We are also
consolidating the Data Center by leveraging Hyper
Converged Infrastructure (HCI) for Servers and Storage
further reducing our DC footprint and reducing space
and power consumption.

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 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, Cato and
Palo Alto 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 enterprise-wide CX transformation,
the Company have implemented multiple Next
Generation Contact Centers (NGCC) across global
regions and business units, forming the foundation
of our Digital Enabled Contact Center (DECC)
strategy. These centres are designed to deliver
consistent, scalable, and intelligent customer
engagement across all channels and elevated by
a suite of advanced digital capabilities, including
AI-driven virtual assistants and chatbots, speech
and text analytics, sentiment detection, predictive
engagement, and Agentic solutions.

These innovations not only automate and streamline
contact center operations but also result in tangible
improvements in customer satisfaction (CSAT), net
promoter scores (NPS), and overall operational
efficiency. The DECC initiative is a key driver in our
journey towards delivering modern, data-driven, AI
and humanized customer experiences at scale.

• 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 monitoring helps reinforce our security
posture while preventing, detecting, analyzing, and
responding to real-time cybersecurity incidents.
Firstsource has deployed EDR /XDR on all the
endpoints, servers and cloud and these digital
assets are monitored through 24/7 * 365 using
MDR services (Managed Detection and threat
response service ) using X-Vigil from SentinelOne.

• 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, 99.81%
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 2024-25.
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 FY2024-25:

• 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 I 174.66 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. CIR/CFD/POLICY CELL/2/2015 dated

June 16, 2015, will be placed on the website of the Company.

Directors’ Responsibility Statement:

Pursuant to the requirements 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
FY2024-25, 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, 2025 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.

For and on behalf of the Board of Directors

Dr Sanjiv Goenka

Mumbai Chairman

April 28, 2025 (DIN: 00074796)