First Source Solutions - FCCBs

Firstsource Solutions Ltd has informed that an Extra Ordinary General Meeting (EGM) of the members of the Company will be held on November 22, 2007, inter alia, to transact the following business:

1. To create, offer, issue and allot in one or more tranches. denominated in foreign currency, in the course of international offerings to any persons including Domestic / Foreign Institutions. Non-Resident Indians, Indian or Overseas Bodies Corporate) domestic or overseas trusts, Mutual Funds, Banks, Insurance Companies, Pension Funds, individuals or otherwise, whether shareholders of the Company or not ("Investors"), at such time or times, at such price or prices, in such manner and on such terms and conditions Including security, rate of interest, etc., as may be decided by and deemed appropriate by the Board at its absolute discretion including the ability to determine the categories of Investors to whom the offer, issue and allotment will be made to the exclusion of all other categories of Investors at the time of such issue and allotment considering the prevailing market conditions and other relevant factors wherever necessary in consultation with the lead managers or any other advisors, as the Board at its absolute discretion may deem fit and appropriate, Foreign Currency Convertible Bonds (FCCBs) ("Securities") convertible into Equity Shares, secured or unsecured upto USD 275 Million (upto INR 12000 Million) or Its equivalent amount in any other currency, subject to necessary provisions & approvals.

2. Authority to the Board to borrow any sum or sums of money for the purpose of the business of the Company including by issue of securities through Foreign Currency Convertible Bonds (FCCBs) or any other securities in Indian or international Market(s) or from one or more Landing Financial Institutions / Banks / Bodies Corporates / Firms / Foreign Investors or other Persons by way of fund based / non-fund based term loans / Guarantees / Letter of Credit / working capital loans or financial facilities in any other form upto an aggregate amount of Rs 15000 Million (Rupees Fifteen Thousand Million) notwithstanding that the monies to be borrowed together with the monies already borrowed by the Company (apart from temporary loans obtained from the Company's Bankers in the ordinary course of business) may, at anytime, exceed the aggregate of the paid up capital of the Company and its free reserves (that is to say reserves not set apart for any specific purpose) and that the Board be and is hereby empowered and authorised to arrange or fix the terms and conditions of all such monies to he borrowed from time to time as to interest, repayment, security or otherwise as they may, at their absolute discretion, think fit, subject to necessary provisions & approvals.

3. Authority to the Board to mortgage and / or charge, in addition to the mortgages and / or charges created / to be created by the Company, in such form and manner and with such ranking as to priority and for such time and on such terms as the Board may determine, all or any of the movable and / or immovable. tangible and / or intangible properties of the Company, both present and future in favour of Lending Financial Institutions / Banks / Bodies Corporates / Firms / Foreign Investors or Persons, lender(s), agent(s), trustee(s) for securing the borrowings of the Company availed / to be availed by way of loan(s) (in foreign currency and / or rupee currency) and securities (comprising fully / partly convertible debentures and / or non convertible debentures with or without detachable or non detachable warrants and / or secured premium notes and / or floating rates notes / bonds or other debt instruments). Commercial papers, issued / to he issued by the Company whether in India or abroad term loans / fund based or non fund based working capital loans / short term loans / temporary loans / Letter of credit) Guarantees / and to secure any other form of borrowing made from time to time for an aggregate amount not exceeding Rs 15000 Million (Rupees Fifteen Thousand Million) at any point of time, together with interest at the respective agreed rates, additional interest, compound interest in case of default, accumulated interest, liquidated damages, commitment charges, premia on pre-payment, remuneration of agent(s) trustee(s), premium (if any) on redemption, all other costs, charges and expenses, including any increase as a result of devaluation / revaluation / evaluation / fluctuation in the rates of exchange and all other monies payable by the Company in terms of loan agreement(s), heads of agreement(s), debenture trust deed or any other document entered into/to be entered into between company and the lender(s) / agent(s) / trustee(s), / respect of the said loans / borrowings / debentures and containing such specific term and conditions and covenants in respect of enforcement of security as may be stipulated in that behalf and agreed to between the Board thereof and the lender(s) / agent(s) / trustee(s), subject to necessary provisions & approvals.

4. Amendment to the ESOS Scheme 2003, a draft of which was placed before the meeting and initialed by the Chairman for the purpose of identification, and to authorize and empower the Compensation cum Board Governance Committee of the Board to discharge the functions in relation to amendment to the ESOS Scheme 2003 and to offer, issue and allot, to all eligible employees of the Company, whether shareholders of the Company or not, options which would entitle such eligible employees to subscribe in such manner and to such number of equity shares of the Company of the face value of Rs 10 (Rupees Ten) upon fulfillment of the conditions stipulated in the amended ESOS Scheme 2003 and the fulfill of such other criteria as may be stipulated by the Compensation cum Board Governance Committee, subject to necessary provisions & approvals.