Market

Director's Report

You can view full text of the latest Director's Report for the company.

DIRECTORS' REPORT

Firstsource Solutions Ltd.

GO
Market Cap. ( ₹ in Cr. ) 20501.52 P/BV 4.68 Book Value ( ₹ ) 62.87
52 Week High/Low ( ₹ ) 381/202 FV/ML 10/1 P/E(X) 30.40
Book Closure 20/02/2026 EPS ( ₹ ) 9.67 Div Yield (%) 1.87
Year End :2026-03 

Directors of your Company take great pleasure in presenting the 25th Annual Report on the business and operations of your Company and the Audited Financial Statements for the financial year ended March 31,2026.

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 FY 2025-26 is summarized herein below:

(' in million)

Particulars

Consolidated

Standalone

FY 2025-26

FY 2024-25

FY 2025-26

FY 2024-25

Total Income

95,638.47

79,794.47

29,244.95

23,468.43

Profit Before Interest and Depreciation

15,636.32

12,067.53

9,089.13

6,474.13

Interest and Finance Charges

1,814.66

1,478.76

628.23

429.16

Depreciation/ Amortization

4,340.89

3,270.35

2,053.91

1,257.45

Profit Before Tax and exceptional items

9,480.77

7,318.42

6,406.99

4,787.52

Exceptional item [Expense\ (Income)]

982.34

(88.09)

974.67

(551.44)

Profit from ordinary activities before tax and after share in net profit of associate

8,498.43

7,406.51

5,432.32

5,338.96

Provision for Taxation (including Deferred Tax Charge/Credit)

1,754.31

1,462.00

1,111.29

1,068.52

Net Profit After Tax

6,744.12

5,944.51

4,321.03

4,270.44

Owners of the Company

6,744.25

5,944.55

4,321.03

4,270.44

Non-controlling Interest

(0.13)

(0.04)

-

-

Total

6,536.12

5,944.51

4,321.03

4,270.44

Opening Balance in Profit & Loss Account

23,139.86

20,009.92

17,316.68

15,875.49

Closing Balance in Profit & Loss Account

26,066.87

23,139.86

17,815.16

17,316.68

Earning Per Share (?) - Basic

9.77

8.63

6.26

6.20

Earning Per Share (?) - Diluted

9.56

8.42

6.13

6.05

Company’s Performance and State of Affairs:

The consolidated total income increased from ' 79,794.47 million to ' 95,638.47 million, an increase of 19.86% over the previous financial year. The consolidated Net Profit After Tax increased from ' 5,944.51 million to ' 6,744.12 million, an increase of 13.45% 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 ' 23,468.43 million to ' 29,244.95 million, an increase of 24.61% over the previous financial year. The standalone Profit After Tax increased from ' 4,270.44 million to ' 4,321.03 million, an increase of 1.19% over the previous financial year.

The Company did not undergo any change in the nature of its business during FY 2025-26.

There have been no material changes and commitments, affecting the financial position of the Company, that have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

Change in Registered Office:

During the year, the Company has shifted its Registered Office from 5th Floor, Paradigm ‘B' Wing, Mindspace, Link Road, Malad (West), Mumbai - 400 064 to 1st Floor, Athena Towers, Mindspace Malad, Goregaon (W), Mumbai - 400 063.

Global Operation Centers:

The Company, on a consolidated basis had 57 global operation centers as on March 31, 2026. The centers are located across the North America, the EMEA, India, the Philippines and Australia. 20 of the Company's operation centers are located in India which includes Chennai (4), Mumbai (4), Coimbatore (3), Bangalore (3) and 1 each in Trichy, Pondicherry, Hyderabad, Vijayawada, Gurugram & Jaipur, 18 in the North America, 14 in the EMEA, 4 in the Philippines and 1 in Australia.

During the year, the Company incurred capital expenditure of ' 614.83 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:

• Recognized as one of India's Best Companies to Work For 2025 by Great Place to Work®.

• Named among the Top Inspiring Workplaces 2025 in North America and UK & Ireland, by Inspiring Workplaces.

• Ranked third among Indian employers in the UK in the India Meets Britain Tracker 2025 by Grant Thornton.

• Ranked among the Top 25 Global BPS Companies and fastest-growing organically by Everest Group.

• Featured in The Booming 15 list by ISG for the third consecutive quarter.

• Named a Horizon 3 Market Leader among the Best Service Providers for Mortgage Reinvention by HFS Research.

• Recognized as a Major Contender and Star Performer in Everest Group's Financial Crime and Compliance Operations Services PEAK Matrix 2025.

• Rated as a Leader in Avasant's Mortgage Business Process Transformation RadarView 2025.

• Recognized among India's Best Workplaces for Women 2025, by Great Place to Work®.

• Recognized with Gold in the 'Use of Tech & Analytics in Talent Acquisition - Visionary Organisations' category at the People Matters Infini-T Awards 2025.

• Recognized at the 3rd Prithvi Awards by the ESG Research Foundation.

• Recognized with two Gold and two Silver awards at the prestigious Brandon Hall Group™ HCM Excellence Awards® 2025 for innovation and impact in learning and development.

• Featured in The Booming 15 list by ISG .

• Recognized as Leader and Star Performer in the Everest Group Banking Operations - Services PEAK Matrix® Assessment 2025.

• Recognized as Leader in the NelsonHall NEAT 2025 evaluation for GenAI & Process Automation in Banking across both Operations Services and Process Automation Services.

• Recognized as Leader in CX Services Transformation in the NelsonHall NEAT Evaluation for CX Services Transformation.

• Recognized as Leader in both the Strategy & Consulting Services and Development & Deployment Services quadrants for midsize companies, in Generative AI Services by ISG Provider Lens® 2025 Generative AI Services Study.

• Recognized as Leader in Digital Operations and a Rising Star in Intelligent Agent Experience and Intelligent CX, in the ISG Provider Lens® 2025 - Contact Center -Customer Experience Services Quadrant Report.

• Named among India's Top 25 Best Workplaces for IT & IT-BPM 2025 by Great Place To Work®.

• Certified a Great Place To Work® across India and the Philippines for the second consecutive year.

dro or*i irr'A Qi'-ili itinno I imitzir) I Qft

• Achieved an ESG and CSA score of 87 in the S&P Global Sustainablel assessment, ranking #1 globally in the Professional Services sector.

• Received the prestigious Golden Peacock Awards for ESG 2025.

• Awarded Top 1% of S&P Global CSA Score for ESG Included in S&P Global Sustainability Yearbook for Third Consecutive Year.

• Recognized as a Leader in Everest Group Healthcare Payer Intelligent Operations PEAK Matrix® Assessment 2026.

• Recognized as a Leader in the Overall Market Segment of NelsonHall's Healthcare Payer Agility & Innovation NEAT Evaluation 2026.

• Recognized with the ATD BEST Award from the Association for Talent Development (ATD), a global benchmark for organizations that build strong learning cultures aligned with business outcomes.

• Named Best AI Implementation in HR at the Republic TV AI Summit & Awards 2026.

• Recognized in India's DE&I 100 by Team Marksmen Network & EY.

• Recognized as a Frontier Firm in Microsoft's Frontier Firms of India & Southeast Asia.

• ‘A' rating in CDP Supplier Engagement Assessment; ‘B' rating in CDP Climate and Water Security Disclosures for FY25.

• Awarded a Bronze Medal in the 2026 EcoVadis assessment, achieving an overall score of 70/100 and ranking in the 81st percentile globally.

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 03, 2026 at the rate of 55% i.e. ' 5.50 per share of ' 10/- each.

The interim dividend for FY2025-26 aggregated to ' 3,833.45 Million.

The Dividend Distribution Policy of the Company is available on the Company's website at https://www.firstsource. com/sites/default/files/2025-12/Dividend-Distribution-Policv%E2%80%93IN-23-Dec-2025.pdf

Share Capital:

There was no change in the equity share capital of the Company during the year. The Company's shares continued to be listed on the National Stock Exchange of India Limited and BSE Limited. The Company has paid the requisite listing fees to the stock exchanges up to the Financial Year 2026-27.

Transfer to Reserve:

The entire amount of profit for the year under review has been carried forward to Retained Earnings and there has been no transfer to General Reserve during the year under review.

Human Resources:

On a consolidated basis, the Company has 36,205 employees as of March 31, 2026.

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, 2026.

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 which forms part of this Annual Report. (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:

Long/ Short term Bank Facilities

CARE A ; Stable/CARE A1

Commercial Paper

CARE A1

(ii) CRISIL Rating:

Long term

CRISIL A /Positive

Short term

CRISIL A1

Corporate Social Responsibility Initiatives (CSR):

The Company endeavours to be a responsible 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 its 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 undertake CSR initiatives 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 Companies Act, 2013 (“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 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/2026-04/CSR-Policy-2.1.pdf

The Annual Report on CSR activities, as stipulated under the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI LODR1') 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 its CSR obligation every year towards a project for setting up an International Baccalaureate School in Kolkata undertaken 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 ' 79.04 million towards CSR activities. The Group CSR Trust has undertaken the expansion of the said school by launching grades 6 to 12 as an ongoing project from FY 2024-25 (“Ongoing Project - 2"). The Company has transferred ' 66.51 million to Unspent CSR Account for FY 2025-26.

The CSR at the Company serves as a platform for giving back to the communities in which we live and work. The Company is looking 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.

• 20% towards Empowerment & Gender Equality initiatives;

• 20% towards Education programmes;

• 13% towards Healthcare initiatives;

• 47% towards Environmental Sustainability initiatives.

Collectively, these interventions improved the lives of 22,069 beneficiaries and supported the planting and nurturing of 17,450 trees through partnerships with credible non-profit organizations. These efforts were further augmented by additional CSR initiatives implemented through the Group CSR Trust, amplifying reach and deepening impact across focus areas.

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

Firstsource Provider Services Private Limited (formerly known as Quintessence Business Solutions & Services Private Limited) invested ' 1.5 million in CSR initiatives focused on Empowerment & Gender Equality. Through a well-designed and efficiently executed programme, the initiative positively impacted 400 youth, with balanced participation from boys and girls (50% each). The project contributed to improved access to opportunities, skills development, and enhanced employability for young beneficiaries.

Employee Volunteering & Giving

Employee engagement continued to be a defining strength of the Company's social impact efforts across geographies.

India: Employees demonstrated strong participation across environmental sustainability, healthcare, education, and community development initiatives. Key activities included plantation drives, clean-up campaigns, microgreen growing, weekend farming, eco-friendly initiatives and blood donation drives. Education and youth empowerment remained key focus areas, with employees volunteering for storytelling sessions, mentoring school and college students, providing career guidance, supporting scholarship evaluation processes, livelihood initiatives, donation drives, and NGO partnerships. Hybrid formats and client-inclusive initiatives further enhanced outreach and impact.

Philippines: Community initiatives focused on health, environment, and education. Key interventions included establishing a school-based medical clinic, organizing blood donation drives, coastal clean-up activities, and the planting of approximately 2,700 trees. Employees also participated in the “School Brigade" programme and distributed school supplies. The Company responded swiftly to humanitarian needs arising from floods in Manila and earthquakes in Cebu by distributing food packs and relief materials. During the Cebu earthquakes, employees from the United States, India, and the Philippines contributed through payroll giving, which was matched by the Company, and the combined funds were used to provide financial assistance to severely affected colleagues.

UK: Volunteers, along with the leadership team, hosted children at the office to promote early exposure to STEM (Science, Technology, Engineering, and Mathematics) learning and career awareness. Ascensos sponsored Mountbatten (Isle of Wight) with the Walk the Wight challenge and raised funds

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

During the year, the Company together with its acquired entities, it continued to advance its commitment to responsible and inclusive growth through a unified and purpose-led CSR approach.

With a cumulative investment of '22.08 million across CSR programmes, corporate donations, and employee giving initiatives, the Company positively impacted 76,148 lives through a diverse portfolio of community interventions. Employee participation remained central to these efforts, with 11,175 employees contributing to 842 community outreach initiatives and dedicating 26,958 volunteering hours during the year.

Aligned with its environmental stewardship objectives, the Company also undertook large-scale green initiatives, resulting in the planting and nurturing of 21,363 trees. These efforts reinforce the Company's long-term commitment to climate action, ecological restoration, and building resilient communities.

CSR Agenda & focus

As a purpose-driven organization, the Company integrates sustainability into the core of its transformation journey, with the objective of creating long-term value for its people, clients, shareholders, and the communities in which it operates. Through focused CSR programmes and employee volunteering initiatives, the Company seeks to deliver measurable, meaningful, and scalable social impact.

The CSR agenda is closely aligned with the Company's strategic priorities and national development goals, with a clear focus on inclusive growth, community well-being, and environmental sustainability. Programmes are designed and delivered through credible partnerships, robust governance mechanisms, and active employee engagement, ensuring accountability and long-term outcomes.

Through this structured and intentional approach, the Company continues to strengthen community resilience, address critical social needs, and contribute to a more equitable and sustainable future.

CSR Projects

During the year, the Company's CSR team deployed '12.53 million across nine high-impact community

projects implemented across India. The allocation of funds was strategically aligned to address priority social and environmental needs, as outlined below:

for Make-A-Wish UK (Motherwell/Clydebank/Isle of Wight) via KiltWalk challenge and various other internal fundraising activities.

Australia: Employees and leaders participated in blood donation drives and supported donation campaigns through Kmart and Share the Dignity, contributing gifts and essential hygiene products to underserved communities.

Romania: Through corporate donations, the Company partnered with eight non-profit organizations, supporting diverse community outreach programmes and positively impacting 129 beneficiaries.

US: Across US locations, employees actively engaged in initiatives addressing health, food security, inclusion, and environmental stewardship. In Amherst, volunteers participated in a blood donation drive in partnership with ConnectLife, while others supported the United Way of Buffalo through food distribution and World Environment Day cleanup activities. In Louisville, the Norton Candy Drive continued as a long-standing tradition, with more than 50 employees contributing candies and donations worth USD 1,500 for children at Norton Children's Hospital. Employees across locations also participated in a virtual American Sign Language (ASL) learning session, reinforcing inclusive communication and empathy.

The Company's Annual Payroll giving initiatives in India like Gift a Smile and Book a Smile continued to make a meaningful difference, benefiting over 5,000 students across India by supporting their education, health, and overall well-being.

Beyond financial contributions, employees participated in multiple donation drives, supporting circular economy initiatives through clothing donations and providing relief materials during disasters. Reflecting a strong culture of compassion and service, 1,141 employees globally participated in blood donation drives, collectively contributing to an estimated 3,362 lives saved.

Together, these efforts underscore the Company's enduring commitment to fostering inclusive growth, empathy, and social responsibility across its global workforce.

Looking Ahead

The Company's CSR initiatives continue to deliver sustained and measurable outcomes across its focus areas. Anchored in a strong commitment to sustainability, community development, and employee engagement, the Company aims to further scale its outreach and strengthen programme depth in the year ahead.

Future priorities include expanding structured employee-led mentoring, tutoring, pro bono engagements, and skills-based volunteering initiatives, while continuing to innovate in programme design and partnerships to enhance long-term impact.

The Company places on record its sincere appreciation to all employees, leaders, partners, and communities for their continued support and contribution to its CSR journey. Their collective efforts remain integral to advancing the Company's vision of building a more inclusive, resilient, and sustainable 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 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 Auditors have also expressed their opinion on the same in the Annexures to the Auditors Report.

Whistle Blower Policy:

The Company has in place 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 is available 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/sites/default/files/2025-06/

Global-Whistleblowing-Policy-8.1.pdf

Prevention of Sexual Harrassment Policy:

To foster a safe, secure, respectful and inclusive workplace where employees can perform at their best without fear, intimidation, discrimination or harassment we have implemented a comprehensive Prevention of Sexual Harassment (POSH) Policy. The policy is aligned with the provisions and requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has established an Internal Committee (IC) and multiple reporting channels, including a dedicated POSH mailbox and the Government of India's SHE-Box platform,

to facilitate the reporting of sexual harassment concerns. A dedicated independent external member is appointed for each complaint, ensuring impartiality and preventing conflicts of interest throughout the investigation process. The IC conducts thorough, time-bound investigations in strict compliance with the procedural requirements prescribed under the Act. Findings and recommendations of the IC are compiled and presented to the Board of Directors on a quarterly basis, with a comprehensive annual review also submitted for Board level oversight and governance assurance.

To strengthen awareness and prevention efforts, the Company conducts mandatory annual POSH awareness training for existing employees and for new joiners upon onboarding. The POSH Policy is published and readily accessible to all employees through the employee self-service portal. POSH awareness posters are displayed prominently across office premises. These posters provide detailed information on reporting channels, the complaints procedure and the official contact details (email id's) of all Internal POSH Committee members. Dedicated scribe sessions are conducted for HR Business Partners to equip them with in-depth knowledge of the POSH policy. A POSH Standard Operating Procedure (SOP) has been developed providing a clear, step-by-step guide to the complaints and investigation process. Offices located in the states of Maharashtra and Karnataka have been formally registered on the SHE-Box portal in accordance with government directives. Dedicated Nodal Officers have been appointed for all organizational centers situated in these geographies, in compliance with the regulatory requirements applicable to these states.

Through these measures, the Company remains committed to maintain a workplace culture founded on dignity, respect and zero tolerance for sexual harassment.

The Policy is available on the website of the Company at https:// www.firstsource.com/sites/default/files/2026-02/PQSH-6.1.pdf

The details of complaints received, disposed and pending during FY 2025-26 are as follows:

Particulars

No. of complaints

Number of complaints of sexual harassment received

30

Number of complaints disposed

21

Number of complaints pending as on March 31, 2026

09

Number of cases pending for more than 90 days

03

Compliance with Maternity Benefit Act, 1961:

The Company confirms that it is in compliance with the provisions of the Maternity Benefit Act, 1961 and the rules made thereunder. The Company ensures that all applicable maternity benefits, facilities and related provisions are duly provided and adhered.

Board of Directors and Key Managerial Personnel:

The Board of Directors comprises distinguished professionals of proven integrity and competence, who provide strategic

direction, guidance and leadership to the Company, thereby ensuring effective governance and sustainable value creation.

As on March 31, 2026, the Board of Directors of the Company comprised eleven (11) Directors, with an optimum balance of Executive and Non-Executive Directors, including two (2) Women Directors. Of these, six (6) are Independent Directors and four (4) are Non-Executive, Non-Independent Directors, and one (1) is an Executive Director.

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 Pradip Kumar Khaitan (DIN 00004821) retires by rotation and being eligible, has offered himself for reappointment at the ensuing Annual General Meeting (“AGM”).

• Mr Sunil Mitra (DIN 00113473) ceased to be a Director effective from January 12, 2026, on account of his sad demise. Mr Sunil Mitra's unexpected demise will be an irreparable loss to the Company. All the Directors and employees express their deep sympathy, sorrow and condolences to his family.

• The Board, based on recommendation of the Nomination and Remuneration Committee, and after evaluating performance of Dr Rajiv Kumar (DIN 02385076) during his first tenure as a Non-Executive, Independent Director, recommended his re-appointment as a Non-Executive, Independent Director of the Company for a second term of three (3) consecutive years commencing from May 03, 2027 till May 02, 2030. The Board also recommended continuation of his directorship upon him attaining the age of 75 years on July 06, 2026. The same has been approved by the members of the Company through a postal ballot on April 11, 2026. The Board is of the opinion that Dr Rajiv Kumar is a person of integrity, expertise and has relevant experience to serve the Company as a Non-Executive, Independent Director that can strengthen the overall composition of the Board. Further, the Company has received a declaration from Dr Rajiv Kumar confirming that he meets the criteria of independence as prescribed under Section 149(6) of the Act.

• The Board, based on recommendation of Nomination and Remuneration Committee and in accordance with provisions of the Companies Act, 2013 and SEBI LQDR, appointed Mr Paras Kumar Chowdhary (DIN: 00076807) as an Additional Director (Non-Executive, Independent) of the Company on March 05, 2026 for a term of three (3) consecutive years commencing from March 05, 2026 to March 04, 2029. The Board also recommended continuation of his directorship upon him attaining the age of 75 years on October 01, 2026. The same has been approved by the members of the Company through a postal ballot on April 11, 2026. The Board is of the opinion that Mr Paras Kumar Chowdhary is a person of integrity, expertise and has relevant experience to serve the Company as a Non-Executive, Independent Director that can strengthen the overall composition of the Board. Further, the Company has received a declaration from

Mr Paras Kumar Chowdhary 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 FY2025-26, the following four (4) Board Meetings were held on:

1. April 28, 2025

2. July 30, 2025

3. November 04, 2025

4. February 03, 2026

During the FY2025-26, the following four (4) Audit Committee Meetings were held on:

1. April 28, 2025

2. July 29, 2025

3. November 04, 2025

4. February 03, 2026

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/2026-04/Familiarisation Programmes Independant-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 Companies Act, 2013 and the SEBI LQDR, 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 collectively by the Board with reference to its effectiveness in providing strategic direction and guidance to the Management, and its role in overseeing the Company's operations and performance.

The evaluation is carried out based on various parameters, including the Board's understanding of the Company's vision, values and strategic objectives, effectiveness in decision-making, quality of discussions, level of participation and attendance at meetings, and overall contribution to monitoring financial performance, including cash flows, profitability and other key financial indicators.

The performance of the Committees is evaluated by the members of the respective Committees on the basis of their effectiveness in discharging the responsibility as outlined in their respective 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 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 a person for appointment as a 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 for which such person is being considered for appointment. The Committee shall have discretion to decide whether qualifications, expertise and experience possessed by such person are sufficient/satisfactory for the concerned position; and

• The Company shall not appoint or continue the employment of any person as Managing Director or 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 at least 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 03, 2026.

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, 2026, the Audit Committee comprised of three (3), members viz. Mr Utsav Parekh (Chairman), Mr T. C. Suseel Kumar, Independent Directors and Mr Subrata Talukdar, NonIndependent Director. Further, on May 06, 2026, Mr Paras

Kumar Chowdhary, Independent Director has been appointed as Member of the Audit Committee.

Nomination and Remuneration Committee:

As on March 31, 2026, the Nomination and Remuneration Committee comprised of three (3) members viz. Mr T. C. Suseel Kumar (Chairman), Mr Utsav Parekh, Independent Directors and Mr Subrata Talukdar, Non-Independent Director.

Corporate Social Responsibility Committee:

As on March 31, 2026, the Corporate Social Responsibility Committee comprised of four (4) members viz. Mr Shashwat Goenka (Chairman), Mr Ritesh Idnani, MD & CEO, Dr Rajiv Kumar, Independent Director and Mr Subrata Talukdar, NonIndependent Director.

Stakeholders Relationship Committee:

As on March 31, 2026, the Stakeholders Relationship Committee comprised of three (3) members viz. Mr Subrata Talukdar (Chairman), Mr Ritesh Idnani, MD & CEO and Ms Rekha Sethi, Independent Director.

Investment Committee:

As on March 31, 2026, the Investment Committee comprised of two (2) members viz. Mr Subrata Talukdar (Chairman), NonIndependent Director and Mr Ritesh Idnani, MD & CEO.

Strategy Committee:

As on March 31, 2026, the Strategy Committee comprised of two (2) members viz. Mr Subrata Talukdar (Chairman), NonIndependent Director and Mr Ritesh Idnani, MD & CEO.

Risk Management Committee:

As on March 31, 2026, the Risk Management Committee comprised of four (4) members viz. Mr Shashwat Goenka (Chairman), Mr Ritesh Idnani, MD & CEO, Ms Vanita Uppal, Independent Director and Mr Dinesh Jain, President & CFO 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 SEBI LODR. 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/2026-03/

Related-Party-Transactions-Policy%E2%80%93IN.pdf

The details of the related party transactions as required under the Act and the Rules are mentioned in Form AOC-2 attached 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 Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) 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 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 LongTerm 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:

Period within which options will vest unto the participant

% of options that will vest

End of 12 months from the date of grant of options

25%

At the end of every quarter after year 1, till end of year 4 from date of grant

6.25%

B) Performance based Structure (PSU Structure):

Option in this structure is granted to identified eligible

employees basis the below criteria:

1. Attainment of options can range between 0% and 150% of tranche eligible for vesting for the respective performance measurement period. Each tranche shall be treated 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:

Period within which options will vest

% of options that

unto the participant

will vest

End of 12 months from the date of grant of options

15%

End of 24 months from the date of grant of options

20%

End of 36 months from the date of grant of options

25%

End of 48 months from the date of grant of options

40%

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, during the year under review the Nomination and Remuneration Committee has approved grant of 2,315,500 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 Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations 2021.

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

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

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

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

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

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

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

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

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

27. Firstsource Solutions Australia Pty Limited (WOS of Firstsource Solutions Limited)

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

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

30. Ascensos Trinidad Limited (WOS of Ascensos Limited, UK)

31. Ascensos South Africa (RF) (PTY) Limited (WOS of Ascensos Limited, UK)

32. Ascensos Contact Centres Romania SRL (WOS of Ascensos Limited, UK)

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

34. Firstsource Solutions Canada Inc. (WOS of Firstsource Group USA Inc.)

35. Firstsource Middle East Services L.L.C. (WOS of the Company)

Associate Company: (1)

1. Nanobi Data and Analytics Private Limited

Note:

(a) Firstsource Solutions UK Limited, WOS of the Company, had executed a share purchase agreement dated July 18, 2025 to acquire 100% shares in Pastdue Credit Solutions Limited, UK, a BPM services for the retail, consumer, and e-commerce verticals. On account of this, Pastdue Credit Solutions Limited became a wholly owned subsidiary of Firstsource Solutions UK Limited and in turn became a step down subsidiary of the Company.

(b) Firstsource Solutions Canada Inc. was incorporated as a wholly owned subsidiary of Firstsource Group USA Inc., Wholly Owned Subsidiary of the Company, on October 27, 2025. On account of this, Firstsource Solutions Canada Inc. became a step-down subsidiary of the Company.

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 Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations 2021.

As on March 31, 2026, the ESOP Trust holds 6,632,793 equity shares purchased through secondary market.

Subsidiary and Associate Companies:

As on March 31, 2026, your Company has 35 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: (32)

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. Pastdue Credit Solutions Limited (WOS of Firstsource Solutions UK Limited)

8. Firstsource Group USA, Inc., USA (WOS of the Company)

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

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

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

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

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

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

15. Jaye Inc. d/b/a TeleMedik (WOS of Firstsource Health Plans and Healthcare Services, LLC)

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

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

(c) Firstsource Middle East Services L.L.C. was incorporated as a Wholly Owned Subsidiary Company of Firstsource Solutions Limited on July 25, 2025. On account of this, Firstsource Middle East Services L.L.C. became a Wholly Owned Subsidiary of the Company.

(d) Firstsource Health Plans and Healthcare Services, LLC (“FHPHS"), a step-down subsidiary of Company, had executed a Share Purchase Agreement dated January 13, 2026 to acquire 100% Shares in Jaye Inc. d/b/a TeleMedik, a US Healthcare Contact Centre. Accordingly, Jaye Inc., became a wholly owned subsidiary of Firstsource Health Plans and Healthcare Services, LLC. On account of this, Jaye Inc., became a step-down subsidiary of the Company.

The Company does not have any joint venture. No entity has ceased to be a joint venture or associate during FY2025-26.

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 SEBI LODR. The same is available on the website of the Company viz: https://www.firstsource.com/sites/default/ files/2025-12/Material-Subsidiary-Policy%E2%80%93IN-23-Dec-2025.pdf

Management Discussion and Analysis Report:

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

Business Responsibility and Sustainability Report (BRSR):

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 SEBI LODR 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 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 maintaining 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 the Ministry of Corporate Affairs (“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://media.firstsource.com/ Landing-pages/Investor%20Relation/Investor%20relations%20 PDF%20&%20Reports/Reports-and-Notices/FY2025-2026/ Draft Annual%20Return%20FY%202025-26.pdf

Statutory Discloures of Particulars:

A) Conservation of Energy:

Asset Management & End-User Computing - Green Initiatives:

From the Asset Management and Desktop standpoint, the Company has continued to drive multiple sustainability and Green IT initiatives focused on optimizing resource utilization, reducing energy consumption, and promoting responsible lifecycle management of IT assets.

1. Green End-User Computing

• Implemented automated power management policies across end-user devices, significantly reducing idle energy consumption.

• Standardization of power settings (sleep/ hibernate modes) across endpoints to ensure optimal energy utilization. However, the power settings may differ as per the business BAU requirements.

2. Asset Lifecycle Optimization (Reduce, Reuse,

Recycle)

• Strengthened asset reuse programs by

redeploying devices across business units/ geographies, minimizing new hardware

procurement.

• Refurbishment and reallocation of usable IT assets to extend lifecycle and reduce e-waste generation.

• Periodic asset audits to identify underutilized devices and enable recovery/redeployment.

3. Reduction in IT Footprint

• Rationalization of end-user device inventory

through usage analysis and decommissioning

of obsolete/unused assets.

B) Absorption of Technology:

Cloud-First Initiatives: Cloud-Based Endpoint Management & Automation- Adoption of modern device management solutions such as Microsoft Intune and cloud-based endpoint management tools (some are yet in progress) to:

• Enable remote provisioning and management, reducing physical intervention and logistics overhead.

• Optimize patching and software deployment, improving operational efficiency.

• Reduce infrastructure dependency for onpremises device management systems.

• Implemented VPN Security for end points through CATO SASE Cloud, eliminating on Prem proxy servers globally and thus reducing Carbon foot print in Data centers.

• ITSM tool is SAAS based and on cloud supporting users globally.

• Critical Application servers are hosted out of Azure/GCP/AWS cloud platforms.

• HR Enterprise applications are on SAAS platform hosted on cloud.

• Logs are collected and investigated for any anomaly on cloud.

• XDR solution and correlation is implemented on cloud.

• Implementation of email, Microsoft One drive , Share point is through M365 portal hosted on Microsoft cloud for users globally.

• Proof point email security gateway is a SAAS platform on cloud.

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 3rd 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

Firstsource Solutions Limited I 108

- 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 (CATO) and Palo Alto PRISMA - VPN, High Secure Network Access, Cisco Duo - Two Factor Authentication and the end user computing are protected with SentinelOne EXR/XDR for Endpoints and Servers and the end user *internet and DNS are deployed and protected using CATO networks - Blocking risky sites and all mails are protected by Proof Point email gateway Security.

Firstsource also has a comprehensive threat detection and response team monitoring the threat landscape across all the digital infrastructure 24/7 using SentinelOne SMDR team.

Shadow AI applications are protected and blocking all sensitive information using SentinelOne Prompt Security solution.

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, 99.74% of the Company's standalone total revenues were derived from exports. The Company provides BPO services mostly to clients in North America, UK and Asia Pacific region. The Company has established direct marketing network around the world to boost its exports.

Foreign Exchange Earned and Used:

The Company's Foreign Exchange Earnings and Outgo during the year were as under:

(Standalone figures in ' Million)

Particulars

FY2026

FY2025

Foreign Exchange Earnings

29,735.25

23,020.99

Foreign Exchange Outgo (including capital goods and imports)

320.28

286.61

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company obtained Secretarial Audit Report from M/s. Makarand M. Joshi & Co., (CP No. 8968), Secretarial Auditors, for the FY 2025-26. 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 SEBI LODR, 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 M/s. Makarand M. Joshi & Co., (CP No. 8968), Secretarial Auditors for providing this certification.

Statutory Auditors and Auditors’ Report:

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

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

During the year under review, there were no material or serious instances of fraud falling within the purview of Section 143 (12) of the Companies Act, 2013 ("Act") 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.

Cost Records and Cost Auditor:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

Secretarial Standards:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

Merger/Amalgamation:

The Board of Directors of the Company, at its meeting held on November 04, 2025, approved a Scheme of Amalgamation (“the Scheme’’) for the merger of Firstsource Process Management

Services Limited (“Transferor Company 1’) and Accunai India Services Private Limited (“Transferor Company 2’) (hereinafter collectively referred to as the “Transferor Companies’), both being wholly owned subsidiaries of the Company, with the Company (“Transferee Company"), pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, read with the rules made thereunder.

The Scheme is subject to the approval of the Hon'ble National Company Law Tribunal, Mumbai Bench, and such other statutory and regulatory authorities as may be required.

The Company has filed necessary applications and petitions with the Hon'ble National Company Law Tribunal, Mumbai Bench, and other regulatory authorities in this regard. Upon the Scheme becoming effective, the entire business, assets, liabilities and undertakings of the Transferor Companies shall stand transferred to and vested in the Transferee Company.

The Board is of the opinion that the proposed amalgamation will result in operational efficiencies, optimal utilisation of resources and consolidation of business operations of the Company.

No shares shall be issued by the Transferee Company in consideration of the amalgamation, since the Transferor companies are wholly owned subsidiaries of the Transferee Company.

Investor Education and Protection Fund (IEPF):

Pursuant to the applicable provisions of the Companies Act, 2013 ('Act") read with the IEPF Rules, dividends which remain unpaid or unclaimed for a period of seven years from the date of declaration are required to be transferred to the Investor Education and Protection Fund (“IEPF") established by the Central Government. Further, as per the Rules, the corresponding shares in respect of which dividend has not been claimed for seven consecutive years are also liable to be transferred to the IEPF.

The Company had duly sent individual notices to the concerned shareholders and published advertisement in the newspapers requesting them to claim their unpaid dividends who have not claimed their dividends for seven consecutive years or more. Thereafter, the Company transferred such unpaid or unclaimed dividends and corresponding shares to IEPF.

During the financial year 2025-26, pursuant to provision of Section 124 of the Act, the Company has transferred a sum of ' 3.13 million to the IEPF, being the dividend declared for the financial year 2017-18. Further, during the financial year 202526, the Company has transferred 265,636 shares in respect of which dividend declared for the financial year 2017-18, has not been paid or claimed for seven consecutive years or more pursuant to Section 124 of the Act to the IEPF.

During the year, the Company declared an interim dividend at the rate of 55% i.e. ' 5.50 per share of ' 10/- each, out of which dividend of ' 1.41 million relates to 265,636 shares lying in the Investor Education and Protection Fund (IEPF).

Shareholders/claimants whose shares or unclaimed dividend, have been transferred to the IEPF may claim those dividends and shares from the IEPF Authority by complying with

prescribed procedure and filing the e-Form IEPF-5 online with MCA portal.

Further the shares in respect of which dividend has not been paid or claimed for seven consecutive years will also be transferred to IEPF. Shareholders are requested to ensure that they claim the unpaid dividends referred to above before the dividend and shares are transferred to the IEPF pursuant to the provision of Section 124 of the Act.

Significant and Material Orders:

During the year, the Company received a compounding order from the Reserve Bank of India (“RBI") under the provisions of the Foreign Exchange Management Act, 1999, in respect of delay in filing of Form ESOP. The Company has complied with the said order and paid the compounding amount as directed by RBI.

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 FY2025-26:

• 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.

Further, your Directors would like to mention that the MD & CEO received ' 219.23 million as remuneration during the year from Firstsource Group USA Inc., Wholly Owned 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, is 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 FY2025-26, 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, 2026 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 safeguarding 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.

Prevent Unauthorized Transactions in your demat account -> Update your Mobile Number with your Depository Participant. Receive alerts on your Registered Mobile for all debit and other important transactions in your demat account directly from NSDL on the same day....................issued in the interest of investors.
KYC is one-time exercise while dealing in securities markets -> Once KYC is done through a SEBI registered intermediary (broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary.