Firstsource Solutions Ltd. — Proxy Solicitation & Information Statement 2022

Nov 15, 2022

15th November 2022

To: National Stock Exchange of India Limited (Scrip Code: FSL) Exchange Plaza, Plot no. C/1, G Block, Bandra-Kurla Complex Bandra (East), Mumbai - 400 051

BSE Limited (Scrip Code: 532809) Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001

Dear Madam/ Sir,

Sub: Postal Ballot Notice

Pursuant to Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing a copy of the Postal Ballot Notice seeking member's approval through a Special Resolution for the appointment of Mr. Utsav Parekh (DIN 00027642) as a Director (Independent Director) of the Company.

The Company has commenced dispatch of the said Notice on 15th November, 2022 and the referred documents are also uploaded on the website of the Company viz. www.firstsource.com.

You are kindly requested to take the same on record.

Thanking you, For Firstsource Solutions Limited

POOJA SURESH NAMBIAR Digitally signed by POOJA SURESH NAMBIAR

Pooja Nambiar Company Secretary Encl.: A/a

FIRSTSOURCE SOLUTIONS LIMITED CIN: L64202MH2001PLC134147

Regd. Office: 5th Floor, Paradigm 'B' Wing, Mindspace, Link Road, Malad (West), Mumbai - 400 064, India Tel: + 91 22 6666 0888 Fax: + 91 22 6666 0887 web:https://www.firstsource.com/ email: fsl@3i-infotech.com/ complianceofficer@firstsource.com

NOTICE OF POSTAL BALLOT

(Pursuant to Section 108 and Section 110 of the Companies Act, 2013, read with Rule 20 and Rule 22 (1) of the Companies (Management and Administration) Rules, 2014, as amended)

Dear Member(s),

NOTICE of Postal Ballot is hereby given to the Members of Firstsource Solutions Limited ('the Company'), pursuant to Section 108 and Section 110 and other applicable provisions, if any, of the Companies Act, 2013 ('the Act') read with the Companies (Management and Administration), Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and Secretarial Standards-2 (SS-2), read with the General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No.22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021, General Circular No. 20/2021 dated December 8, 2021, General Circular No. 2/2022 dated May 5, 2022 and General Circular No. 3/2022 dated May 6, 2022 issued by the Ministry of Corporate Affairs ("MCA") (hereinafter collectively referred to as "MCA Circulars") and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ('Listing Regulations') and other applicable provisions of the Act, Rules, Circulars and Notifications issued thereunder (including any statutory modifications or reenactment thereof for the time being in force) and as amended from time to time, to transact a special business relating to appointment of an Independent Director of the Company by passing a special resolution by way of postal ballot through e-voting. Further details are set out in this Notice.

In compliance with the aforesaid MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those members whose e-mail addresses are registered with the Depository Participant/s. If your e-mail address is not registered with the Depository Participant/s, please follow the process provided in the Notes to receive this Postal Ballot Notice.

A statement pursuant to Sections 102, 110 and other applicable provisions, if any, of the Act, pertaining to the resolution setting out the material facts and reasons thereof, is appended to this Postal Ballot Notice. Pursuant to Rule 22(5) of the Rules, the Board of Directors, at its meeting held on November 2, 2022 has appointed Mr. Omkar Dindorkar (Certificate of Practice No. 24580), failing him, Ms. Deepti Kulkarni (Certificate of Practice No. 22502), Partners of M/s. MMJB & Associates LLP, Practicing Company Secretaries (email: scrutinisers@mmjc.in), as the Scrutinizer for conducting the postal ballot voting process in a fair and transparent manner.

The remote e-voting period commences from 9.00 a.m. (IST) on Wednesday, November 16, 2022 and ends at 5.00 p.m. (IST) on Thursday, December 15, 2022. Members are therefore requested to cast their vote not later than 5:00 p.m. (IST) on Thursday, December 15, 2022 to be eligible for being considered, failing which it will be considered that no vote has been received from the Members.

The Scrutinizer will submit the report to the Chairman of the Company, or any person authorized by him upon completion of the scrutiny of the votes cast through remote e-voting. The results of the Postal Ballot will be announced at or before 5.00 p.m. (IST) on Monday, December 19, 2022.

The said results along with the Scrutinizer's Report would be intimated to BSE Limited and National Stock Exchange of India Limited, where the Equity Shares of the Company are listed. Additionally, the results will also be uploaded on the Company's website and on the website of Central Depository Services (India) Limited ("CDSL") www.evotingindia.com.

SPECIAL BUSINESS:

1. Appointment of Mr. Utsav Parekh (DIN: 00027642) as an Independent Director of the Company:

To consider and, if thought fit, to pass, with or without modification, the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV, the Articles of Association of the Company and all other applicable provisions of the Companies Act, 2013 ("the Act") and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification/(s) or re-enactment/(s) thereof for the time being in force)

and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification/(s) or re-enactment/(s) thereof, for the time being in force) and basis the recommendation of the Nomination and Remuneration Committee and the Board of Directors, Mr. Utsav Parekh (DIN: 00027642) who was appointed as an Additional Director of the Company by the Board of Directors w.e.f. November 2, 2022, in terms of Section 161 of the Act, and in respect of whom the Company has received a notice from a Member proposing his candidature for the office of Director under Section 160 of the Act, and who has submitted a declaration that he meets the criteria of independence as prescribed under the Act and the SEBI Listing Regulations and being eligible for appointment as an Independent Director, be and is hereby appointed as a Director of the Company and as an Independent Director, not liable to retire by rotation, on the Board of Directors of the Company for a term of three (3) consecutive years upto November 1, 2025.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, things and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

Registered Office :

5th Floor, Paradigm 'B' Wing,Mindspace, Link Road, Malad - (West), Mumbai - 400 064, India Tel : +91-22-66660888 Fax: +91-22-66660887 https://www.firstsource.com/ Email: fsl@3i-infotech.com/ complianceofficer@firstsource.com

Date: 2nd November 2022 Place: Mumbai

By order of the Board of Directors For Firstsource Solutions Limited Sd/-

Pooja Nambiar Company Secretary

FCS No. 10710

NOTES

• 1. The Statement pursuant to the provisions of Sections 102 and 110 of the Act read with Rule 22 of the Rules stating material facts and reasons for the proposed resolution is annexed hereto.
• 1. In compliance with the MCA Circulars, the Postal Ballot Notice is being sent by electronic mode to those Members whose names appear in the

Register of Members/List of Beneficial Owners maintained by the Depositories as on Friday, November 11, 2022, ('Cut-off date) and whose e-mail IDs are registered with the Depository Participant/s. For Members who have not registered their e-mail IDs, please follow the instructions given below under these Notes.

• 1. In accordance with the provisions of the MCA Circulars, Shareholders can vote only through the e-voting process. Shareholders are requested to provide their assent or dissent through e-voting only. Physical copies of the Postal Ballot Notice and pre-paid business reply envelopes are not being sent to shareholders for this Postal Ballot.
• 1. In compliance with provisions of Section 108 and Section 110 and other applicable provisions, of the Act read with the Management Rules, the Company is pleased to offer e-voting facility to all the shareholders of the Company. For this purpose, the Company has engaged the services of Central Depository Services (India) Limited ("CDSL") for facilitating evoting to enable the shareholders to cast their votes electronically.
• 1. Shareholders may please note that the Postal Ballot Notice will also be available on the Company's website at https://www.firstsource.com/, websites of the Stock Exchanges i.e. BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) at www.bseindia.com and www.nseindia.com, respectively, and on the website of CDSL at https://www.evotingindia.com/ .
• 1. All documents referred to in the Notice will also be available for electronic inspection without any fee by the members. Members seeking to inspect such documents can send an email to fsl@3iinfotech.com/complianceofficer@firstsource.com.
• 1. The Postal Ballot Notice is being sent to all the shareholders electronically, whose names appear in the Register of Members / List of Beneficial Owners as on Friday, November 11, 2022. The members whose names appear in the Register of Members/list of Beneficial Owners as on Friday, November 11, 2022 being the cut-off date, are entitled to vote on the Resolutions set forth in this Postal Ballot Notice.
• 1. The voting rights of shareholders shall be in proportion to their shares of the paid-up equity share capital of the Company as on Friday, November 11, 2022 being the cut-off date fixed for the purpose.
• 1. The remote e-voting period commences from 9.00 a.m. (IST) on Wednesday, November 16, 2022 and ends at 5.00 p.m. (IST) on Thursday, December 15, 2022. The e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution(s) is cast by the

member, the member shall not be allowed to change subsequently.

• 1. A shareholder cannot exercise his/her vote by proxy on Postal Ballot.
• 1. The Scrutinizer will submit their report to the Chairman or any person authorized by him after completion of the scrutiny and the result of the Postal Ballot voting process will be declared within two working days from the end of voting on or before Monday, December 19, 2022.
• 1. Resolution passed by shareholders with requisite majority through Postal Ballot shall be deemed to have been passed at a General Meeting of Members convened on that behalf.
• 1. The said results along with the Scrutinizer's Report would be intimated to BSE Limited and National Stock Exchange of India Limited, where the Equity Shares of the Company are listed. Additionally, the results will also be uploaded on the Company's website https://www.firstsource.com/ and on the website of CDSL https://www.evotingindia.com/ .
• 1. Members who have not registered their e‐mail addresses so far are requested to register the same so that they can receive all future communications from the Company electronically.

THE INTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING ARE AS UNDER

• (i) The voting period begins on from 9.00 a.m. (IST) on Wednesday, November 16, 2022 and ends at 5.00 p.m. (IST) on Thursday, December 15, 2022. During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of Friday, November 11, 2022 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
• (ii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders' resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing evoting facility to listed entities in India. This necessitates registration on

various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

(iii) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to above said SEBI Circular**,** Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Typeofshareholders

Login Method

IndividualShareholdersholdingsecuritiesinDematmodewith CDSL

1.Users who have opted for CDSL Easi/ Easiest facility, canloginthroughtheirexistinguseridandpassword.Optionwill be made available to reach e-Voting page withoutany further authentication. The URL for users to login toEasi/Easiestarehttps://web.cdslindia.com/myeasi/home/loginorvisitwww.cdslindia.comand click on Login icon and select NewSystem Myeasi.2.After successful login the Easi / Easiest user will be able tosee the e-Voting option for eligible companies where theevoting is in progress as per the information provided bycompany. On clicking the evoting option, the user will beable to see e-Voting page of the e-Voting service provider forcastingyourvoteduringtheremotee-Votingperiod.Additionally, there is also links provided to access the

	systemofalle-VotingServiceProvidersi.e.CDSL/NSDL/KARVY/LINKINTIME, so that the user canvisit the e-Voting service providers' website directly.
	3.If the user is not registered for Easi/Easiest, option toregisterisavailableathttps://web.cdslindia.com/myeasi/Registration/EasiRegistration
	4.Alternatively, the user can directly access e-Voting page byproviding Demat Account Number and PAN No. from a eVoting link available on www.cdslindia.comhome page orclickonhttps://evoting.cdslindia.com/Evoting/EvotingLoginThesystem will authenticate the user by sending OTP onregistered Mobile & Email as recorded in the DematAccount. After successful authentication, user will be ableto see the e-Voting option where the evoting is in progressand also able to directly access the system of all e-VotingService Providers.
IndividualShareholdersholdingsecuritiesindematmodewith NSDL	1.If you are already registered for NSDL IDeASfacility, pleasevisit the e-Services website of NSDL. Open web browser bytyping the following URL: https://eservices.nsdl.comeitheron a Personal Computer or on a mobile. Once the home pageof e-Services is launched, click on the "Beneficial Owner"icon under "Login" which is available under 'IDeAS' section.A new screen will open. You will have to enter your User IDand Password. After successful authentication, you will beable to see e-Voting services. Clickon "Access to e-Voting"under e-Voting services and you will be able to see e-Votingpage. Click on company name or e-Voting service providername and you will be re-directed to e-Voting service providerwebsite for casting your vote during the remote e-Votingperiod.
	2.If the user is not registered for IDeAS e-Services, option toregister is available at https://eservices.nsdl.com.Select"RegisterOnlineforIDeAS"Portalorclickathttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

	3.Visit the e-Voting website of NSDL. Open web browser bytyping the following URL: https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once thehome page of e-Voting system is launched, click on the icon"Login" which is available under 'Shareholder/Member'
	section. A new screen will open. You will have to enter yourUser ID (i.e. your sixteen digit demat account number holdwith NSDL), Password/OTP and a Verification Code asshown on the screen. After successful authentication, youwill be redirected to NSDL Depository site wherein you cansee e-Voting page. Click on company name or e-Votingservice provider name and you will be redirected to e-Votingservice provider website for casting your vote during theremote e-Voting period.
IndividualShareholders(holdingsecuritiesindemat mode)login throughtheirDepositoryParticipants	You can also login using the login credentials of your demataccount through your Depository Participant registeredwith NSDL/CDSL for e-Voting facility.After Successfullogin, you will be able to see e-Voting option. Once you clickon e-Voting option, you will be redirected to NSDL/CDSLDepository site after successful authentication, whereinyou can see e-Voting feature. Click on company name or eVoting service provider name and you will be redirected toe-Voting service provider website for casting your voteduring the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type	Helpdesk details
Individual	Members facing any technical issue in
Shareholders	login can contact CDSL helpdesk
holding	by
securities	sending
in	a
Demat	request
mode with CDSL	at

	helpdesk.evoting@cdslindia.comorcontact at toll free no. 1800 22 55 33
IndividualShareholdersholdingsecuritiesinDematmode with NSDL	Members facing any technical issue inlogin can contact NSDL helpdesk bysendingarequestatevoting@nsdl.co.inor call at toll freeno.: 1800 1020 990 and 1800 22 4430

• (iv) Login method for e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.
  • 1. The shareholders should log on to the e-voting website www.evotingindia.com.
  • 1. Click on "Shareholders" module.
  • 1. Now enter your User ID
    • a. For CDSL: 16 digits beneficiary ID,
    • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
    • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
  • 1. Next enter the Image Verification as displayed and Click on Login.
  • 1. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
  • 1. If you are a first-time user follow the steps given below:

	For Physical shareholders and other than individualshareholders holding shares in Demat.
PAN	Enter your 10digit alpha-numeric *PAN issued by Income TaxDepartment (Applicable for both demat shareholders as well as
	physical shareholders)

	•Shareholders who have not updated their PAN with the
	Company/Depository Participant are requested to use
	the sequence number sent by Company/RTA or contact
	Company/RTA.
Dividend	EntertheDividendBankDetailsorDateofBirth(in
Bank	dd/mm/yyyy format) as recorded in your demat account or in
Details	the company records in order to login.
ORDate	•If both the details are not recorded with the depository
ofBirth	or company, please enter the member id / folio number
(DOB)	in the Dividend Bank details field.

• (v) After entering these details appropriately, click on "SUBMIT" tab.
• (vi) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
• (vii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
• (viii) Click on the EVSN 221110005.
• (ix) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
• (x) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
• (xi) After selecting the resolution, you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm

your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.

• (xii) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
• (xiii) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.
• (xiv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
• (xv) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

(xvi) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only:

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the "Corporates" module.
• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.
• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.
• The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.
• It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
• Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer at the email address viz; scrutinisers@mmjc.in, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NOS. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES:

• 1. For Physical shareholders- Please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to fsl@3i-infotech.com.
• 1. For Demat shareholders Please update your email id & mobile no. with your respective Depository Participant (DP)
• 1. For Individual Demat shareholders Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting through Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call at toll free no.1800 22 55 33.

STATEMENT PURSUANT TO THE PROVISIONS OF SECTIONS 102 and 110 OF THE ACT

Based on the recommendations of the Nomination and Remuneration Committee ("NRC"), the Board of Directors at its meeting held on November 2, 2022 had appointed Mr. Utsav Parekh as an Additional Director of the Company (in the capacity of Independent Director) for a term of 3 (Three) consecutive years with effect from November 2, 2022 till November 1, 2025, not liable to retire by rotation, subject to approval of the Shareholders.

The Company has received, inter alia, the following consents, declarations and confirmations from Mr. Utsav Parekh with regard to the proposed appointment:

• Consent to act as Director of the Company in terms of Section 152 of the Act and declaration that he is not disqualified from being appointed as Director in terms of Section 164 of the Act;
• Declaration that he is not debarred from holding the office of Director by virtue of any SEBI order or any other such authority;

• Declaration that he meets the criteria of independence as prescribed under the Act and the SEBI Listing Regulations;
• Confirmation that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties as an Independent Director of the Company; and
• Confirmation that he has registered himself with the Independent Directors' databank and satisfied the requirement regarding the online proficiency self-assessment test in terms of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

Considering the qualifications, positive attributes, experience, expertise and independence of Mr. Utsav Parekh, the Board and its Nomination and Remuneration Committee have recommended his appointment as an Independent Director, not liable to retire by rotation, for a term of three (3) consecutive years up to November 1, 2025 in terms of the provisions of the Act. Further, in terms of Section 149(13) of the Act, an Independent Directors so appointed shall not be liable to retire by rotation under Section 152 of the Act.

Mr. Utsav Parekh's brief profile is given in the Annexure to this Notice.

In line with the Company's remuneration policy for Independent Directors, Mr. Utsav Parekh will be entitled to receive remuneration by way of sitting fees as approved by the Board of Directors, re-imbursement of expenses for participation in the Board/Committee meetings.

Copy of the letter of appointment of Mr. Utsav Parekh, setting out the terms and conditions of appointment as an Independent Director is available for inspection by members electronically.

In the opinion of the Board, Mr. Utsav Parekh fulfils the conditions of Independence as specified in the Act and the SEBI Listing Regulations for his proposed appointment as an Independent Director and is independent of the Management.

The Company has received notice in writing under the provisions of Section 160 of the Act from a Member proposing the candidature of Mr. Utsav Parekh as an Independent Director of the Company.

Mr. Utsav Parekh may be deemed to be concerned or interested in the resolution under Item No. 1 of the accompanying Notice in respect of his aforesaid appointment. None of the other Directors and Key Managerial Personnel of the

Company or their relatives is concerned or interested in the said Resolution in the accompanying Notice.

In line with the aforesaid provisions of the Companies Act, 2013 and in view of long, rich experience of Mr. Utsav Parekh, the Shareholders are requested to approve the appointment of Mr. Utsav Parekh as an Independent Directors for a term of three (3) consecutive years with effect from November 2, 2022.

The Board recommends the Special Resolution as set out at Item No. 1 of the Notice for approval of the Members.

ANNEXURE TO THE NOTICE BRIEF PROFILE OF DIRECTORS PROPOSED TO BE APPOINTED AS DIRECTOR

Mr. Utsav Parekh

Mr. Utsav Parekh is an Investment Banker and an entrepreneur with 35 years of experience.

He is one of the main Promoters and Chairman of SMIFS Capital Markets Limited, a pioneering Investment Banking Company from Kolkata. SMIFS is a listed Company on the Bombay Stock Exchange and offers Financial Advisory services to its clients. The company is a SEBI approved Category-I Merchant Banker.

Mr. Utsav Parekh, along with his partners, has also promoted M/s Bengal Aerotropolis Projects Limited, in which Changi International Airports, Singapore, and WBIDC are equity partners. This Company is the first to develop a private Greenfield airport in India near Durgapur in West Bengal, along with an integrated township. This is the first project of this kind in India with investments in excess of Rs. 1.2 Billion.

He is also on the Board of many other public listed companies like, Texmaco Rail & Engineering Limited, Xpro India Limited, Spencers Limited, Eveready Industries Limited, Jayshree Tea & Industries Limited.

As an entrepreneur, he has recently diversified into Real Estate and is developing a few high end residential real estate projects in Kolkata.

He has also diversified in the area of food and operates retail food outlets in the shopping malls in Kolkata and Bangalore including some high-end restaurants like Serafina, Irish House, Bombay Brasserie, etc.

Registered Office :

5th Floor, Paradigm 'B' Wing,Mindspace, Link Road, Malad - (West), Mumbai - 400 064, India Tel : +91-22-66660888 Fax: +91-22-66660887 https://www.firstsource.com/ Email: fsl@3i-infotech.com/ complianceofficer@firstsource.com

Date: 2nd November 2022 Place: Mumbai

By order of the Board of Directors For Firstsource Solutions Limited Sd/-

Pooja Nambiar Company Secretary

FCS No. 10710