FIRSTSOURCE SOLU. Share price

Incorporation and registered officeOur Company was incorporated as ICICI Infotech Upstream Limited on December 6 2001. The name was changed on April 2 2002 to ICICI OneSource Limited. The Company?s name was changed again onNovember 21 2006 to Firstsource Solutions Limited.Our registered office at the time of incorporation was Zenith House Keshav Rao Khade Marg Mahalaxmi Mumbai. The registered office was changed to 6th Floor Peninsula Chambers Peninsula Corporate Park Ganpatrao Kadam Marg Lower Parel Mumbai with effect from January 6 2003.History of investments in our Company1. On May 21 2002 our Company entered into a debenture facility agreement with ICICI Bank pursuant to which ICICI Bank was allotted 70000000 POCDs in our Company for a total consideration of Rs. 700000000.2. On September 3 2002 our Company entered into share subscription agreements with ICICI Bank and ICICI Trusteeship Services Limited acting on behalf of ICICI Information Technology Fund pursuant to which on January 19 2003:(a) ICICI Bank was allotted 24000000 POCPS in our Company for a total consideration of Rs. 240000000; and(b) ICICI Trusteeship Services Limited was allotted 56000000 POCPS each for a totalconsideration of Rs. 560000000.3. On July 30 2003 our Company entered into a share subscription agreement with WestBridge pursuant to which WestBridge agreed to invest US$7772436 in our Company and our Company on October 10 2003 allotted the following securities to WestBridge:(a) 10000 Equity Shares for approximately Rs. 13.11 each; and(b) 35672100 Series ?B? POCPS at par value.In the event of an initial public offering of our Company?s shares WestBridge is obliged toconvert all of its outstanding Series ?B? POCPS into Equity Shares prior to the initial publicoffering within the minimum period advised by the merchant bankers to the issue.4. On August 18 2003 the following occurred:4.1 Our Company entered into a conversion agreement with ICICI Bank pursuant to whichICICI Bank converted the following securities at par value:(a) its 24000000 POCPS in our Company which were issued pursuant to the sharesubscription agreement described in paragraph 2 above; and(b) 21000000 of its POCDs in our Company which were issued pursuant to thedebenture facility agreement described in paragraph 1 above.Our Company agreed to issue 45000000 Series ?A? POCPS to ICICI Bank uponconversion. These shares were allotted on October 10 2003.4.2 ICICI Bank had sold its remaining 49000000 POCDs in our Company to SIF. OurCompany entered into a deed of adherence with ICICI Bank and SIF pursuant to whichSIF agreed to be bound by the terms of the debenture facility agreement described inparagraph 1 above as though it had been an original debenture holder and party to thatagreement.4.3 Our Company entered into a conversion agreement with SIF pursuant to which SIFconverted the following securities at par value:(a) its 56000000 POCPS which were issued pursuant to the share subscriptionagreement described in paragraph 2(b) above and had subsequently beentransferred by ICICI Trusteeship Services Limited to SIF; and(b) the 49000000 POCDs it had just purchased from ICICI Bank.Our Company agreed to issue 105000000 Series ?A? POCPS to SIF upon conversion.5. On June 18 2004 the Board passed a resolution to allot 105000000 Equity Shares at par value upon conversion of SIF?s 105000000 Series ?A? POCPS.6. On June 18 2004 the Board passed a resolution to allot 45000000 Equity Shares at par value upon conversion of ICICI Bank?s 45000000 Series ?A? POCPS. These shares were allotted on October 10 2003.7. On August 17 2004 the following occurred:7.1 Our Company entered into a share subscription agreement with Aranda and WestBridge pursuant to which:(a) Aranda agreed to invest US$30000000 in our Company and our Companyallotted the following securities to Aranda:(i) 20000 Equity Shares for approximately Rs. 19.85 each; and(ii) 138785306 Series ?C? POCPS at par value and(b) WestBridge agreed to invest a further US$5000000 in our Company and wasallotted 23137500 Series ?C? POCPS at par value.These shares were allotted on September 3 2004.In the event of an initial public offering of our Company?s shares Aranda andWestBridge are obliged to convert all of their outstanding Series ?C? POCPS into EquityShares.7.2 Our Company and its shareholders at the time (SIF ICICI Bank WestBridge andAranda) entered into a shareholders? agreement to set out their rights as shareholdersregarding the management of our Company and the class of securities they hold. Thisshareholders? agreement has since been amended and restated in the shareholders?agreement dated March 31 2006 described in paragraph 8.4 below.8. On March 31 2006 the following occurred:8.1 Our Company entered into a share subscription agreement with Metavante pursuant towhich Metavante agreed to invest US$15000000 in our Company and our Companyallotted the following securities to Metavante:(a) 10000 Equity Shares for approximately Rs. 30.45 each; and(b) 67664250 Series ?D? POCPS at par value.In the event of an initial public offering of our Company?s shares Metavante is obliged toconvert all of its outstanding Series ?D? POCPS into Equity Shares upon closing of theinitial public offering unless advised by the merchant bankers to the issue that pursuantto applicable laws rules regulations and guidelines they should be converted during theinitial public offering process.The aforementioned shares were allotted on April 20 2006.8.2 Our Company entered into a share subscription agreement with Aranda and WestBridge pursuant to which:(a) Aranda agreed to invest a further US$15000000 in our Company and ourCompany allotted 67695000 Series ?D? POCPS to Aranda at par value; and(b) WestBridge agreed to invest a further US$5000000 in our Company and theCompany allotted 22565000 Series ?D? POCPS to WestBridge at par value.The aforementioned shares were allotted on April 20 2006.In the event of an initial public offering of our Company?s shares Aranda andWestBridge are obliged to convert all of its outstanding Series ?D? POCPS into EquityShares upon closing of the initial public offering unless advised by the merchant bankersto the issue that pursuant to applicable laws rules regulations and guidelines they shouldbe converted during the initial public offering process.8.3 Our Company was party to a share purchase agreement between Metavante ICICI Bankand SIF pursuant to which ICICI Bank sold 22016162 Equity Shares to Metavante for atotal consideration of US$15000000. The share purchase agreement contains thefollowing options:(a) an option for Metavante to acquire such number of Equity Shares from ICICIBank and SIF as to increase its holding in the Company?s equity share capital to20% on a fully diluted basis (the "Call Option"); and(b) an option for ICICI Bank and SIF to dispose of such number of their EquityShares as would constitute 5% of the Company?s equity share capital on a fullydiluted basis to Metavante and its permitted transferees (the "Put Option").The Call Option may only be exercised between the six month and the twelve monthanniversary of the date the purchased shares were transferred and prior to the completionof an initial public offering of the Company?s shares and only if the Company andMetavante have entered into the operating agreement and Metavante had invested US$15000000 in Series ?D? POCPS of the Company. The call price is US$0.803 per EquityShare.The Put Option may only be exercised if Metavante has confirmed within 180 days of thedate of the share purchase agreement that the Put Option is binding and enforceable on itand prior to the completion of an initial public offering of the Company?s shares. The putprice is US$ 0.6944 per Equity Share.8.4 Our Company and its shareholders (SIF ICICI Bank WestBridge Aranda andMetavante) entered into a shareholders? agreement which amended and restated theshareholders? agreement described in paragraph 7.2 above. The shareholders? agreementset out their rights as shareholders regarding the management of our Company and theclass of securities they hold. It contains customary provisions relating to inter alia antidilutionpre-emption and distributions. The key terms of the shareholders? agreementhave been incorporated into our Company?s Articles. The rights and obligations of all ofthe parties to the shareholders? agreement terminate upon the successful completion of aninitial public offering of the shares of our Company. Therefore such provisions of theArticles which reflect the shareholders agreement shall have to be removed after thecompletion of the IPO. The shareholders? agreement has been made available forinspection. See the section titled "Material Contracts and Documents for Inspection" onpage 365 of this Draft Red Herring Prospectus. The material terms of Articles have beenreproduced in the section titled "Main Provisions of the Articles of Association" on page328 of this Draft Red Herring Prospectus .9. On November 22 2006 the Company in an Extraordinary General Meeting approved theconversion of all of the outstanding Series ?B? POCPs Series ?C? POCPs and Series ?D? POCPsinto Equity Shares. See "Capital Structure - Notes to Capital Structure" on page 15 of this DraftRed Herring Prospectus for further details.Key Events and MilestonesYear Month Key Events and Milestones2002 May Acquisition of Customer Asset Indian Private Limited (Bangalore)2002 July Second delivery centre (Mumbai)2002 November Third delivery centre (Bangalore)2003 July Acquired First Ring Incorporated2003 March First company to be awarded COPC certification for both voice and back office processes2003 July WestBridge Capital Partners now managed by Sequoia Capital Partners invests in our Company2003 September Crossed 3000 full time employees2003 May First Indian BPO company to achieve British Security Standard BS 7799 for information security2003 November Crossed Rs. 1000 million in annual revenues2004 April Fourth delivery centre (Mumbai)2004 April Crossed 2000 seats2004 June Crossed 4000 full time employees2004 July Acquisition of majority stake in Pipal Research Corp USA (New Delhi Centre)2004 August Aranda invests into our Company2004 September Sixth delivery centre (Mumbai)2004 September Acquisition of Accounts Solutions Group LLC (Amherst NY Centre)2004 September Crossed 4000 seats2005 January Crossed 5000 full time employees2005 March Acquisition of RevIT Systems Private Limited (Chennai and Pondicherry)2005 April Tenth delivery centre (Trichy)2005 April Crossed 6000 full time employees2005 May Crossed 7000 full time employees2005 October Eleventh delivery centre (Bangalore)2005 October Crossed 6000 seats2006 January Crossed 8000 full time employees2006 March Strategic partnership with Metavante Corporation2006 March Crossed Rs. 5000 million in annual revenues2006 July Twelfth delivery centre (Belfast Northern Ireland)2006 August Thirteenth delivery centre (Kinston NY)2006 September Fourteenth delivery centre (Kolkata)2006 September Crossed 9000 full time employees2006 October Fifteenth delivery centre (Londonderry Northern Ireland)2006 October Crossed 8000 seats2006 October Sixteenth delivery centre (Argentina)2006 November Seventeenth delivery centre (Reno USA)