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Firstsource Solutions Limited (Formerly ICICI Onesource Limited) (Our Company Was Incorporated on December 6, 2001 As ICICI Infotech Upstream Limited

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Firstsource Solutions Limited (Formerly ICICI Onesource Limited) (Our Company Was Incorporated on December 6, 2001 As ICICI Infotech Upstream Limited PROSPECTUS Dated : February 7, 2007 100% Book Built Issue Firstsource Solutions Limited (formerly ICICI OneSource Limited) (Our Company was incorporated on December 6, 2001 as ICICI Infotech Upstream Limited. Subsequently, our Company’s name was changed to ICICI OneSource Limited on April 2, 2002. We recently changed the name of our Company to Firstsource Solutions Limited on November 21, 2006. For details on changes in our name and registered office, please refer to the section titled “History and Corporate Structure” on page 77.) Registered Office: 6th Floor, Peninsula Chambers, Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013 Company Secretary and Compliance Officer:Ganapathy Sastri Tel: (91 22) 6666 0888, Fax: (91 22) 6663 5481, Email: [email protected], Website: www.firstsource.com PUBLIC ISSUE OF 69,300,000 EQUITY SHARES OF RS. 10 EACH FOR CASH AT A PRICE OF RS. 64 PER EQUITY SHARE (WHICH INCLUDES A SHARE PREMIUM OF RS. 54 PER EQUITY SHARE), AGGREGATING RS. 4,435.2 MILLION (THE “ISSUE”) BY FIRSTSOURCE SOLUTIONS LIMITED (THE “COMPANY” OR “THE ISSUER”). THE ISSUE CONSISTS OF A FRESH ISSUE OF 60,000,000 EQUITY SHARES BY OUR COMPANY AND AN OFFER FOR SALE OF 9,300,000 EQUITY SHARES BY SIF (THE “SELLING SHAREHOLDER”). THE ISSUE COMPRISES OF A NET ISSUE TO THE PUBLIC OF 68,100,000 EQUITY SHARES OF RS. 10 EACH (THE “NET ISSUE”) AND A RESERVATION OF UP TO 1,200,000 EQUITY SHARES OF RS. 10 EACH FOR THE ELIGIBLE EMPLOYEES OF OUR COMPANY. THE ISSUE WOULD CONSTITUTE 16.65% OF THE POST-ISSUE PAID-UP EQUITY CAPITAL OF OUR COMPANY. THE NET ISSUE WOULD CONSTITUTE A MINIMUM OF 16.36% OF THE POST-ISSUE PAID-UP EQUITY CAPITAL OF OUR COMPANY. ISSUE PRICE : RS. 64 PER EQUITY SHARE OF FACE VALUE RS. 10 EACH THE ISSUE PRICE IS 6.4 TIMES OF THE FACE VALUE In accordance with Rule 19 (2) (b) of the Securities Contract (Regulation) Rules, 1957, this being an Issue for less than 25% of the post–Issue capital, the Issue is being made through the 100% Book Building Process whereby at least 60% of the Net Issue will be allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs”), out of which 5% shall be available for allocation on a proportionate basis to Mutual Funds only. The remainder shall be available for allocation on a proportionate basis to QIBs and Mutual Funds, subject to valid Bids being received from them at or above the Issue Price. If at least 60% of the Net Issue cannot be allocated to QIBs, then the entire application money will be refunded forthwith. Further, up to 10% of the Net Issue will be available for allocation on a proportionate basis to Non-Institutional Bidders and up to 30% of the Net Issue will be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price. Further, up to 1,200,000 Equity Shares shall be available for allocation on a proportionate basis to the Eligible Employees, subject to valid Bids being received at or above the Issue Price. RISK IN RELATION TO THE FIRST ISSUE This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is Rs.10 per Equity Share and the Issue Price is 6.4 times of the face value. The Issue Price (as determined by our Company and the Selling Shareholder, in consultation with the Book Running Lead Managers and the Co-Book Running Lead Manager on the basis of assessment of market demand for the Equity Shares offered by way of the Book Building Process) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares of our Company or regarding the price at which the Equity Shares will be traded after listing. We have not opted for a grading of this Issue from a credit rating agency. GENERAL RISKS Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of the Issuer and the Issue, including the risks involved. The Equity Shares offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of this Prospectus. Specific attention of the investors is drawn to the section titled “Risk Factors” beginning on page xiii of this Prospectus. ISSUER AND SELLING SHAREHOLDER’S ABSOLUTE RESPONSIBILITY The Issuer and the Selling Shareholder, having made all reasonable inquiries, accept responsibility for and confirm that this Prospectus contains all information with regard to the Issuer and the Issue that is material in the context of the Issue, that the information contained in this Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Prospectus as a whole, or any information or the expression of any opinions or intentions, misleading in any material respect. LISTING ARRANGEMENT The Equity Shares offered through this Prospectus are proposed to be listed on the NSE and the BSE. We have received in-principle approval from NSE and BSE for the listing of our Equity Shares pursuant to letters dated December 15, 2006 and December 18, 2006, respectively. For purposes of this Issue, the Designated Stock Exchange is NSE. BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE DSP MERRILL LYNCH LIMITED DEUTSCHE EQUITIES INDIA PRIVATE LIMITED SHAREPRO SERVICES (INDIA) PRIVATE LIMITED Mafatlal Centre, 10th Floor, DB House, 3rd Floor, Satam Estate, Nariman Point, Hazarimal Somani Marg, Fort, Chakala, Andheri (East), Mumbai 400 021 Mumbai 400 001 Mumbai 400 099 Tel: (91 22) 6632 8000 Tel: (91 22) 6658 4600 Tel: (91 22) 2821 5168 Fax: (91 22) 2204 8518 Fax: (91 22) 2200 6765 Fax: (91 22) 2837 5646 Email: [email protected] Email: [email protected] Email: [email protected] Contact Person: N. S. Shekhar Contact Person: Sameer Taimni Contact Person: V. Kumaresan Website: www.dspml.com Website: http://india.db.com Website: www.shareproservices.com ISSUE PROGRAMME BID/ISSUE OPENED ON : MONDAY, JANUARY 29, 2007 BID/ISSUE CLOSED ON : FRIDAY, FEBRUARY 2, 2007 TABLE OF CONTENTS TITLE PAGE NUMBER SECTION I: GENERAL ............................................................................................................................................. i DEFINITIONS AND ABBREVIATIONS .................................................................................................... i PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA ..................................................... x FORWARD-LOOKING STATEMENTS .................................................................................................... xii SECTION II: RISK FACTORS .......................................................................................................................... xiii SECTION III: INTRODUCTION ....................................................................................................................... 1 SUMMARY OF OUR BUSINESS, STRENGTHS, STRATEGY AND RECENT DEVELOPMENTS ........... 1 SUMMARY FINANCIAL INFORMATION ............................................................................................... 4 THE ISSUE .............................................................................................................................................. 8 GENERAL INFORMATION ...................................................................................................................... 9 CAPITAL STRUCTURE ............................................................................................................................ 16 OBJECTS OF THE ISSUE ....................................................................................................................... 33 BASIS FOR ISSUE PRICE ....................................................................................................................... 41 STATEMENT OF TAX BENEFITS ............................................................................................................ 43 SECTION IV: ABOUT THE COMPANY ........................................................................................................... 51 OUR BUSINESS ...................................................................................................................................... 51 RECENT DEVELOPMENTS ..................................................................................................................... 70 REGULATIONS AND POLICIES .............................................................................................................. 72 HISTORY AND CORPORATE STRUCTURE ............................................................................................ 77 OUR MANAGEMENT ............................................................................................................................. 93 OUR PROMOTERS .................................................................................................................................
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