Your Directors have the pleasure in presenting the Twenty Fifth (25^th) Board's Report of your Company (TeamLease Services
Limited/TeamLease) on business and operations of the Company along with the Audited Standalone and Consolidated Financial
Statements and the Auditor's Report for the year ended March 31, 2025 (Year under review). Consolidated performances of the
Company, and its Subsidiaries have been referred to wherever required.

1. Corporate Overview

The Company was incorporated in 2000 and has thereafter transformed to being one of the leading human resource
service companies in the organized segment. TeamLease is listed on BSE Limited and National Stock Exchange of India
Limited since 2016, and has its corporate headquarters at Bangalore.

2. Financial Summary and Highlights

A summary of the Company's Financial Results for the Financial Year 2024-25 is as under:

3. Standalone and Consolidated Financial
Statements

As mandated by the Ministry of Corporate Affairs, the
Financial Statements for the year ended March 31,
2025, has been prepared in accordance with the Indian
Accounting Standards (Ind AS) notified under Section
133 of the Companies Act, 2013 (hereinafter referred
to as "The Act") read with the Companies (Accounts)
Rules, 2014, as amended from time to time. The estimates
and judgements relating to the Financial Statements are
made on a prudent basis, so as to reflect in a true and
fair manner, the form and substance of transactions and
reasonably present the Company's state of affairs, profits
and cash flows for the year ended March 31, 2025. The
Notes to the Financial Statements adequately cover the
Standalone and Consolidated Audited Statements and
form an integral part of this Report.

4. Review of Business Operations and Future
Prospects / State of Affairs

Your Directors wish to present the details of Business
Operations done during the year under review:

Standalone Operations

The Company's Revenue from Operations for the year
ended March 31, 2025, on a Standalone Basis has
increased to H 10,236.29 Crores from H 8,440.80 Crores
during the previous year. The Company achieved an
EBIDTA (excluding other income and exceptional items)
of H 89.02 Crores during the current year as against the
previous year EBIDTA (excluding other income and
exceptional items) of H 84.97 Crores. The net profit after
tax of the Company for the year ended March 31, 2025,
was H 96.10 Crores as against the previous year profit
after tax of H 105.80 Crores.

Consolidated Operations

The Company's Revenue from Operations for the year
ended March 31, 2025, on a Consolidated Basis has
increased to H 11,155.87 Crores from H 9,321.53 Crores
during the previous year. The Company achieved an
EBIDTA (excluding other income and exceptional items)
of H 138.09 Crores during the current year as against
the previous year EBIDTA (excluding other income
exceptional items) of H 130.80 Crores. The net profit after
tax of the Company for the year ended March 31, 2025,
was H 110.47 Crores as against the previous year profit
after tax of H 112.66 Crores.

Number of Associate Employees as on the date of
closure of Financial Year of the Company was ~3,46,070
(including the NETAP Trainees of 47,300) as against
the previous year Associate employees of ~3,10,030
(including the NETAP Trainees of 44,800).

Your Directors express their satisfaction on the overall
financial performance and the progress made on different
areas by the Company during the year under review.

From a business continuity purpose and in preparation
for the future, cash flow availability and costs are key
focus areas under the present circumstances. The
Company is closely watching market conditions and
evaluating all projects in pipeline and will pace them
in line with market conditions. The revised timelines for
the development plan will need to be re-assessed as the
situation unfolds.

The Management, based on its assessment of the
situation, has internally revised its business forecasts
for the near term and assessed the cash flow required.
The cash on books, the sanctioned lines of credit and
the operating cash flows as per the forecast appear
to be reasonably adequate to meet the debt servicing
obligations and minimal capital spends in respect of the
development pipeline for the year.

A comprehensive re-negotiation exercise is under way
with our vendors and service providers; initial outcome
of these discussions has been favourable.

The Company has the policy on the employment diversity
which states the equal opportunity to everyone without
any discrimination of gender, region, caste or religion.

5. Dividend Distribution Policy

As per the provisions of Regulation 43A of SEBI LODR
Regulations, 2015, the top 1000 listed companies on
the basis of market capitalization, shall formulate a
Dividend Distribution Policy. Accordingly, the Dividend
Distribution Policy was adopted to set out the
parameters and circumstances that will be taken into
account by the Board in determining the distribution
of dividend to its Shareholders and/or retaining profits
earned by the Company. The Policy is furnished herewith

as Annexure I to the Board's Report and is also
available on the Company's website at https://fe189aae.
deliverv.rocketcdn.me/wp-content/uploads/2021/04/
TeamLease-Dividend-Distribution-Policv.pdf.

6. Dividend and Reserves

Your Directors would like to use the profits earned for
purpose of enhancing business and hence do not
propose any dividend for the Financial Year under
review. No amount has been transferred to reserves and
the profit for the year has been retained in the surplus
forming part of the reserves of the Company.

7. Transfer of Unclaimed Dividend to Investor
Education and Protection Fund

There were no unpaid/unclaimed dividends declared
and paid in previous years and hence the provisions of
Section 125 of the Companies Act, 2013 do not apply for
the year under review.

8. Subsidiary Companies/Joint Venture

Your Company has formulated a Policy for determining
'Material Subsidiaries' pursuant to the provisions of
Regulation 16 of SEBI LODR Regulations, 2015. The
said Policy is available on the Company's website
https://fe189aae.delivery.rocketcdn.me/wp-content/
uploads/2021/04/Materialitv-Policv Amended.pdf.

The Company has six Subsidiaries, one Joint Venture
and one Public-Private Partnership as on March 31,
2025. There are no Material Subsidiaries of the Company
for the Financial Year 2024-25.

The details of Subsidiaries, Joint Venture and Public-
Private Partnership are given below.

Name of the Company/ Entity

A. Subsidiaries

1. TeamLease Foundation (Formerly known as
TeamLease Education Foundation) (TLF)

2. TeamLease Digital Private Limited (TDPL)

3. TeamLease HRTech Private Limited (Formerly
known as TeamLease E-Hire Private
Limited) (TL HRTech)

4. TeamLease Edtech Limited (Formerly
known as School Guru Eduserve Private
Limited) (TL Edtech)

5. TeamLease RegTech Private Limited
(Formerly known as Avantis Regtech Private
Limited) (TL RegTech)

6. TSR Darashaw HR Services Private
Limited (TSR Darashaw)

B. Joint Venture

7 Crystal HR and Security Solutions Private
Limited (Crystal HR)

C. Public-Private Partnership

8. TeamLease Skills University (TLSU)

Brief Details of Subsidiaries, Joint Venture and
Public Private owned concerns of TeamLease are as
below:

A. Subsidiaries

1. TeamLease Foundation (formerly known
as TeamLease Education Foundation)
(TLF), established on June 27, 2011, under
the provisions of Companies Act, 1956 is
an initiative of the TeamLease Group with
a vision to create sustainable impact on the
lives of underprivileged and underserved
communities by empowering them through
skilling initiatives. TLF views skilling,
employability and employment as a continue
that needs to be looked at as a whole
and has made significant investments to
develop skilling and capabilities in-house.
TLF operates at the intersection of the 3Es -
Education, Employability, and Employment.

The Foundation works with corporates to
ensure efficient use of CSR funds in the
areas of education, skilling, and employment.
Currently, TLF's portfolio of skilling initiatives
include skilling and training programs in the
BFSI, Mining, Pharmacy, Automotive, and
IT sectors. As we move forward, we aim
to leverage our expertise and expand into
sectors beyond these as well.

2. TeamLease Digital Private Limited (TDPL)

was established on July 04, 2016, under
the provisions of Companies Act, 2013 for
the purpose of entering into the IT staffing
business. TDPL, a wholly-owned subsidiary
of TeamLease Services Limited, has emerged
as a leading force in India's digital staffing
landscape. Established to meet the rising
demand for agile, tech-driven talent models,
TDPL specializes in IT staffing and project-
based workforce solutions.

In FY 2024-25, TDPL made significant
strategic advancements:

Acquisition of Ikigai Enablers Pte. Ltd.:

This Singapore-based HRTech consulting
firm adds global advisory capabilities
and strengthens TDPL's presence in the
Asia-Pacific region. It marks TDPL's first
international growth, aligned with its long¬
term strategy of expanding value-added
services beyond core staffing.

Platform Development - HireTech: TDPL
initiated the in-house development of
'HireTech,' a proprietary recruitment platform
designed to digitize and optimize the internal
hiring cycle. Leveraging AI and automation,
the platform will streamline sourcing, improve
turnaround time, and offer predictive insights
into talent pipelines.

Today, TDPL manages over 6,500 consultants
across active clients, including Fortune 500
companies in BFSI, Manufacturing, Telecom,
and IT Services. With its Build-Operate-
Transfer (BOT) and Hire-Train-Deploy (HTD)
models, the company enables clients to
scale rapidly with domain-aligned, job-
ready professionals.

Driven by the purpose of 'Putting India
to Work,' TDPL continues to champion
innovation in staffing, with a strong focus on
gender parity, workforce skilling, and digital-
first execution models. Backed by a seasoned
leadership team and robust governance,
TDPL is well-positioned to lead India's tech
staffing evolution in the years ahead.

3. TeamLease HRTech Private Limited
(formerly known as TeamLease E-Hire
Private Limited (TL HRTech) established
on December 21, 2005, under the provisions
of Companies Act, 1956, was an Associate
Company w.e.f. June 01, 2017 with an
investment of 30% stake in TL HRTech. Your
Company further acquired additional 21%
stake and pursuant to such an investment, TL
HRTech became Subsidiary Company w.e.f.
July 31, 2018. Your Company further acquired
additional 25% stake on July 04, 2019 and
24% stake on June 09, 2020 bringing the total
investment to 100% as on March 31, 2021.

The Bangalore headquartered freshersworld.
com (A TeamLease Digital Company) is the
leading job site for entry level hiring in India
with about 14.5K unique visits every day
along with 441K visitors per month. It has a
database of 2 Million resumes with over
57.3K resumes added every month, 3,045.6K
followers on social media with 21.87M number
of page views in a year. According to the
report it has over 26.8K registered employers/
recruiters this year and conducts 20-24 virtual
recruitment drives every month.

4. TeamLease Edtech Limited (formerly
known as School Guru Eduserve Private
Limited) (TL Edtech) established on
December 27, 2010, under the provisions
of Companies Act, 1956, was an Associate
Company w.e.f. December 01, 2017. Your

Company had acquired ~36.17% stake on
September 08, 2020 and on December 23,
2020 the CCPS (Compulsorily Convertible
Preference Shares) held in the name of your
Company was converted to Equity. Pursuant
to the said acquisition of additional stake
and the conversion of CCPS into Equity,
your Company now holds 7767% stake in TL
Edtech, thereby making it a Subsidiary with
effect from the even date. Established in 2012,
it is India's premier technology-led specialized
academic services organization. TL Edtech
partners with Indian Universities to help them
provide premium online and virtual courses for
their students. TL Edtech solicits partnerships
only from State / Central universities that
are either an Open University (meant to run
Distance Education Programs only) or have a
significant Distance Education activity.

Their managed technology platform provides
all the components that a University may need
to run their Information and Communication
Technology services for their students ranging
from the hosting platform, the underlying ERP,
admission and fee management, the content,
the streaming services, student engagement
and communication, student servicing and
the expertise to manage the platform. The
platform is mobile native and is designed to
adopt innovations in machine learning, multi¬
reality, and analytics to offer personalized and
effective learning to millions.

TL Edtech has incorporated a new Wholly
Owned Section 8 Subsidiary named
as TeamLease Edtech Foundation on
February 06, 2025.

5. TeamLease Regtech Private Limited
(formerly known as Avantis Regtech
Private Limited (TL RegTech) is a Subsidiary
of your Company. Established in October 12,
2018, under the provisions of Companies Act,
2013, TL Regtech is a B2B RegTech (Regulatory
Technology) Company in India currently
with 402 enterprise customers. It's solutions
help Corporate India maintain compliance
in a real-time environment, trusted by over
1,500 entities and 25,000 enterprise users
across 45 industries.

As India's premier regulatory technology firm,
TL RegTech is transforming the compliance
landscape. It offers a cloud-based, multi¬
tenant, web and mobile SaaS platform that
enables organizations to track and manage
compliance requirements efficiently. The
platform now includes advanced workflows
for the automation of labour and secretarial
compliance processes.

In addition to its technology offerings, TL
RegTech operates a dedicated compliance
services vertical, providing end-to-end
compliance support under various labour
laws such as Professional Tax, Provident Fund,
ESIC, Labour Welfare Fund, and CLRA. The
company also offers services for registrations,
renewals, and amendments under the Shops
& Establishments Act, Factories Act, and
Trade Licenses, among others.

Through its services division, TL RegTech
supports over 406 enterprise clients
across Pan India.

6. TSR Darashaw HR Services Private Limited
(TSR Darashaw), incorporated on April 23,
2018, under the provisions of Companies Act,
2013, is a Subsidiary of your Company. Your
Company has acquired 90% stake in TSR
Darashaw on December 20, 2024.

TSR Darashaw is recognized as a leading
provider of outsourcing services in the
industry. With over four decades of expertise
and a steadfast commitment to Integrity,
Service Quality, and Client Satisfaction,
TSR Darashaw and its subsidiaries proudly
serve some of the country's most esteemed
corporates. The core competency of TSR
Darashaw HR Services lies in delivering value
via highly customized payroll processing
solutions to multi-locations, multi-business-
unit requirements of clients.

B. Joint Venture

7. Crystal HR and Security Solutions Private
Limited (Crystal HR), incorporated on
September 26, 2011, under the provisions of
Companies Act, 1956, is a Joint Venture of
your Company. Your Company has acquired
30% stake in Crystal HR on January 06, 2025.

Crystal HR is revolutionizing workforce
management by delivering comprehensive
HR Tech software solutions, from hire to retire,
under its brand "Wallet HR". These solutions
are designed to be configurable, meeting the
diverse needs of businesses across industries.

With a strong presence across multiple
countries, Wallet HR supports over 3 lakh
users and serves more than 400 customers
across various verticals.

With over 35 years of combined experience in
HRM software development, implementation,
and consulting, the company's promoters
have built a legacy of excellence. Supported by
a team with deep domain knowledge, Crystal
HR excels in understanding client needs,

addressing specific HR challenges, ensuring
transparency, and delivering exceptional
post-sales support that builds long-term
relationships and drives repeat business.

C. Public-Private Partnership

8. Team Lease Skills University (TLSU) is

India's First Skills University, established
under Public-Private Partnership with
Government of Gujarat under the Gujarat
Private University Act with effect from April
22, 2013. The management of the University
gratefully acknowledges the supportive action
of the Government.

The University is sponsored by TeamLease
Foundation (Formerly known as TeamLease
Education Foundation) with a mission
to facilitate willing individuals to acquire
skills and capabilities, prepare them to get
appropriate employment and ensure their
competitiveness in national and international
work environment.

TLSU offers different full-time skill-based
degree programmes along with other diploma
and certificate programmes using the novel
concept of Four classrooms viz. On-Campus,
Online, Onsite and On-Job training to make
TLSU the hub of Skill Based Education in India.
We have 100% student placement record over
the past years.

Performance and Financial Position of the
Subsidiary Companies and Joint Venture:

Pursuant to first proviso to sub-section (3) of Section
129 of the Companies Act, 2013 read with Rule 5 of the
Companies (Accounts) Rules, 2014, a Report on the
performance and financial position of the Subsidiary
Companies and Joint Venture for the FY 24-25, as per
the Companies Act, 2013 in the Form AOC-1 is furnished
as Annexure II to the Board's Report.

The separate Audited Financial Statements in respect
of each of the Subsidiaries and Joint Venture shall be
kept open for inspection at the Registered Office of
the Company. The Company will also make available
these documents upon request by any member of the
Company interested in obtaining the same.

The separate Audited Financial Statements in respect
of each of the Subsidiaries and Joint Venture are also
available on the website of the Company at https://
group.teamlease.com/investor/financial-statement-
of-subsidiaries/.

Subsidiary Companies and Joint Venture Monitoring
Framework:

All the Subsidiary Companies and Joint Venture of the
Company are managed by their respective Boards and

the Management. The Board of Directors and Audit
Committee of the Company review the minutes of the
Meetings, Financial Statements, investments made,
significant transactions and arrangements of the unlisted
Subsidiary Companies and Joint Venture in accordance
with the SEBI LODR Regulations, 2015.

9. Management Discussion and Analysis (MD&A)
Report

Pursuant to the provisions of Regulation 34 of the SEBI
LODR Regulations, 2015, the Management Discussion
and Analysis capturing your Company's performance,
industry trends and other material changes with respect
to your Companies and its Subsidiaries and Joint
Venture, wherever applicable, are set out from pages
243 to 253 in this Annual Report.

The MD&A Report provides a consolidated perspective
of economic, social and environmental aspects material
to your Company's strategy and its ability to create
and sustain value to your Company's key stakeholders
and includes aspects of reporting as required by
Regulation 34 of the SEBI LODR Regulations, 2015
on Business Responsibility and Sustainability Report
(BRSR). Statutory section of Business Responsibility and
Sustainability Report is provided from pages 192 to 242
of this Annual Report.

10. Corporate Governance

Your Company is committed to maintain the highest
standards of corporate governance. We believe sound
corporate governance is critical to enhance and
retain investor trust. Our disclosures seek to attain the
best practices in corporate governance as prevalent
globally. We have implemented several best corporate
governance practices in the Company to enhance long¬
term shareholder value and respect minority rights in all
our business decisions. Corporate Governance Report
for Financial Year 2024-25 is set out in pages 135 to
188 of this Annual Report. The requisite certificate from
the Secretarial Auditors of the Company confirming
compliance with the conditions of corporate governance
as stipulated under Regulation 34 (3) read with Schedule V
of the SEBI LODR Regulations, 2015 is annexed to the
Corporate Governance Report.

11. Deposits

Your Company has not accepted any deposit and as such
no amount of principal and interest were outstanding as
on the Balance Sheet date.

12. Particulars of Loans, Guarantees or
Investments

Details of loans, guarantees and investments covered
under the provisions of Section 186 of the Companies
Act, 2013 are furnished in the Note 8 to the Financial
Statements, forming part of this Annual Report.

The Loans, Guarantees and Investments have been
utilised by the Subsidiaries and Joint Venture for their
working capital requirements.

13. Board of Directors, Committees of the Board
and Key Managerial Personnel(s) (KMP(s))*

a. Board of Directors

As on March 31, 2025, your Company's Board of
Directors comprises of two Executive Directors,
seven Independent Directors and one Non¬
Executive and Non-Independent Director, including
three Women Directors and the same is detailed in
the Report on Corporate Governance, as set out in
pages 135 to 188 of this Annual Report.

b. Lead Independent Director

Mr. Narayan Ramachandaran was appointed
as Lead Independent Director of the Company
from July 31, 2020. He will be in charge of the
Board's shareholder engagement relationship on
Corporate Governance matters. He shall review
and provide input regarding the agenda for Board
meetings; preside at all meetings at which the
Executive Chairman is not present, including
executive sessions of the Independent Directors,
call meetings of the Independent Directors when
necessary and appropriate and oversee the efficacy
and the continued evolution of the Company's
governance standards.

c. Committees of the Board

As required under the Companies Act, 2013 and
SEBI LODR Regulations, 2015, the Board has
formed five Committees viz.

Audit Committee,

Corporate Social Responsibility Committee,
Nomination and Remuneration Committee,

Risk Management Committee
Stakeholders' Relationship Committee and
Management & Administration Committee
(A voluntary committee formed by the Board for
review and approval of operational items).

Keeping in view the requirements of the Companies
Act, 2013 and SEBI LODR Regulations, 2015, the
Board decides the terms of reference of these
Committees and the assignment of members to
various Committees. The recommendations, if
any, of these Committees are submitted to the
Board for approval.

Pursuant to Section 177(8) of the Companies Act,
2013, the composition of the Audit Committee as on
March 31, 2025, is disclosed as under:

The recommendations of the Audit Committee
were duly approved and accepted by the Board
during the year under review.

The details of all the Committees of the Board
along with their composition, number of meetings
and attendance at the meeting as set out in Report
on Corporate Governance, in pages 135 to 188 of
this Annual Report.

d. Key Managerial Personnel(s) (KMP(s))

Pursuant to the provisions of Section 203 of
the Companies Act, 2013, the Key Managerial
Personnel(s) (KMP(s)) of the Company are:

e. Details of Directors and/or Key Managerial
Personnel(s) (KMP(s)) who were appointed or
have resigned during the year:

a. Retirement by Rotation

In accordance with the provisions of Section
152(6) of the Companies Act, 2013 and in terms
of the Articles of Association of the Company,
Mr. Ashok Reddy (DIN: 00151814), Managing
Director & CEO, retires by rotation at the
forthcoming AGM and being eligible, offers

himself for re-appointment. The details of Mr.
Reddy are furnished in the Notice of the AGM.
The Board recommends his re-appointment
for the consideration of the Members of the
Company at the forthcoming AGM.

b. Changes during the year under review:

i. Executive Directors: None

ii. Non-Executive Directors:

In accordance with the provisions
of Section 152(6) of the Companies
Act, 2013 and in terms of the Articles
of Association of the Company, Ms.
Rituparna Chakraborty (DIN: 07332241)
retired by rotation at the Twenty Fourth
(24^th) AGM held on September 20, 2024,
and being eligible, offered herself for re¬
appointment. The same was approved
by the Members of the Company.

iii. Independent Directors: None

iv. Key Ma nage ria l Pe rson ne l(s) (KM P(s)):

During the year under review, Key Managerial
Personnel(s) (KMP(s)) who have tendered their
resignation: None

During the year under review, Key Managerial
Personnel(s) (KMP(s)) who have been
appointed: None

Receipt of any commission by MD / WTD from
Company or from its holding or Subsidiary
Company/ Joint Venture

The Company has not paid any commission to any
it's MD/WTD. The Managing Director & Whole Time
Director draw remuneration only from the Company and
do not receive any remuneration or commission from any
of its Subsidiary companies / holding Company. Further,
none of the Subsidiaries of the Company has paid any
commission to any of the Directors of the Company.

The Company has not paid any commission to it's
Executive and/or Non-Executive Directors for FY 24-25
except Independent Directors.

Receipt of Commission by Independent Directors from Company or from its holding or Subsidiary Company/ Joint
Venture

The Company has extended commission to it's retiring Independent Director, details of which are as below:

14. Declaration by Independent Directors

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid
down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI LODR Regulations, 2015. The
Independent Directors have also confirmed that they have complied with the Company's Code of Business Conduct &
Ethics. The Independent Directors have also submitted a declaration to the Board on compliance of inclusion of name in
Data Bank maintained by Indian Institute of Corporate Affairs (IICA) pursuant to Companies (Creation and Maintenance of
Databank of Independent Directors) Rules, 2019.

In the opinion of the Board, the Independent Directors, fulfil the conditions of independence specified in Section 149(6) of
the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI LODR Regulations, 2015 and possess the requisite integrity,
expertise and experience, including the proficiency expected from the Independent Directors appointed on the Board.

The details of Directors, pertaining to the online proficiency test conducted by Indian Institute of Corporate Affairs
(IICA) are as below:

The Independent Directors will be re-registered with IICA on expiry of current validity period of registration.

** Mr. Narayan Ramachandran will cease to be an Independent Director of the Company pursuant to completion of his 2nd term on July 07, 2025 (End of
business hours). However, he has been re-designated as Non- Executive- Non-Independent Director with effect from July 08,2025, liable to retire by rotation.
He is continuing as Non-Executive Chairperson of the Company.

Mrs. Latika Pradhan will cease to be an Independent Director of the Company pursuant to completion of her 2nd term on July 07,2025 (End of business hours).

Dr. V Raghunathan will cease to be an Independent Director of the Company pursuant to completion of his 2nd term on July 07,2025 (End of business hours).
Ms. Rituparna Chakraborty had tendered her resignation as Non-Executive and Non-Independent Director of the Company effective May 21, 2025, and has
ceased to be a Director of the Company with from the same date.

16. Board Evaluation

One of the key functions of the Board is to monitor and
review the Board evaluation framework. The Board works
with the Nomination and Remuneration Committee to lay
down the evaluation criteria for the performance of the
Chairman, the Board, Board Committees and Executive
/ Non-Executive / Independent Directors.

In terms of the requirements of the Companies Act, 2013
and pursuant to the provisions of the Companies Act,
2013 and Regulation 19 of SEBI LODR Regulations, 2015,
read with SEBI LODR Amendment Regulations, the Board
carried out the Annual Performance Evaluation of all the
Directors individually, Board Committees and the Board
as a whole. During the year, Board Evaluation cycle was
completed by the Company with support of an external

agency. To maintain transparency and to promote good
corporate governance, from previous year the evaluation
process was automated and implemented with help of an
external service provider "Potentia" (https://fidemBoards.
com/) who had partnered with TeamLease to facilitate the
Board Evaluation process of the Company.

For facilitating the evaluation of performance,
questionnaires were framed separately for the evaluation
of Board, the Committees, the individual directors and
the Chairperson. The questionnaires were circulated
to the Board members via individual emails with user
specific login credentials for all Board Members. On
completion of Board Evaluation process, the Report
and summary results of the filled-in questionnaires
pertaining to the Board Evaluation for Financial

Year 2024-25 was submitted to the Nomination and
Remuneration Committee Chairman for his onward
discussion with Board Members. The Evaluation process
focused on various aspects of the functioning of the
Board and Committees such as composition of the
Board and Committees, experience and competencies,
performance of specific duties and obligations,
governance issues, etc. Separate exercise was carried
out to evaluate the performance of individual Directors
on parameters such as attendance, contribution and
independent judgment. It is specifically informed that
directors subject to evaluation did not participate in the
own evaluation process.

The results of the evaluation were shared with the Board,
Chairman of respective Committees and individual
Directors. Based on the outcome of the Evaluation,
the Board and Committees have agreed on an action
to further improve the effectiveness and functioning of
the Board and Committees. The Chairman of respective
Board Committees also shared the results of evaluation
with the respective Committee Members.

The Nomination and Remuneration Committee also
formulated the additional criteria of independence
and independent judgment for the assessment of the
performance of Independent Directors along with
other criteria such as qualification, experience relevant
to the industry, knowledge & competency, fulfillment
of functions, ability to function as a team, initiative,
availability and attendance, commitment, contribution
and integrity as required under the guidelines provided
by SEBI in respect of Board Evaluation.

This evaluation was led by the Chairman of the
Nomination and Remuneration Committee with specific
focus on the performance and effective functioning of
the Board. The Board evaluation framework has been
designed in compliance with the requirements under
the Companies Act, 2013 and SEBI LODR Regulations,
2015, and in consonance with Guidance Note on Board
Evaluation issued by SEBI in January 2017 The Board
evaluation was conducted through questionnaire having
qualitative parameters and feedback based on ratings.

Evaluation of the Board

Evaluation of the Board was based on criteria such as
composition and role of the Board, communication
and relationships between the Board of Directors,
functioning of Board Committees, review of performance
and compensation to Executive Directors, succession
planning, strategic planning, etc.

Evaluation of Directors

Evaluation of Directors was based on criteria such as
participation and contribution in Board and Committee
meetings, representation of shareholder interest and
enhancing shareholder value, experience and expertise
to provide feedback and guidance to top management on
business strategy, governance and risk, understanding
of the organization's strategy, risk and environment, etc.

Evaluation of Committees

Evaluation of Committees was based on criteria such as
adequate independence of each Committee, frequency of
meetings and time allocated for discussions at meetings,
functioning of Board Committees and effectiveness of its
advice/recommendation to the Board, etc.

Evaluation of the Independent Directors

The Performance Evaluation of the Independent
Directors was carried out by the entire Board.

Some of the performance indicators, based on which the
Independent Directors are evaluated include:

• The ability to contribute to and monitor our
corporate governance practices.

• The ability to contribute by introducing
international best practices to address business
challenges and risks.

• Active participation in long-term strategic planning.

• Commitment to the fulfilment of a Director's
obligations and fiduciary responsibilities;
these include participation in Board and
Committee meetings.

• Performance of the directors.

• Fulfillment of the independence criteria as specified
in these regulations and their independence from
the management.

Evaluation of the Chairman and Managing Director

The Performance Evaluation of the Chairman
and Managing Director was carried out by the
Independent Directors.

The evaluation process endorsed the Board Members'
confidence in the ethical standards of the Company, the
resilience of the Board and Management in navigating
the Company during challenging times, cohesiveness
amongst the Board Members, constructive relationship
between the Board and the Management and the
openness of the Management in sharing strategic
information to enable the Board Members to discharge
their responsibilities. It is specifically informed that
directors subject to evaluation did not participate in the
own evaluation process.

The Board has received improved ratings on its
overall effectiveness, including higher rating on Board
communication, relationships and Board Committees.
The Board has also noted areas requiring more
focus in the future.

The Independent Directors had their meeting on
May 21, 2025 to assess the performance of the Board
and Committees as a whole and for the assessment
of Executive Vice Chairman, Executive Director,
Independent Directors & Non- Executive

The Board was largely satisfied with the effectiveness
and governance standards as well as the performance
of the Board, Board Committees, and the individual
Directors. Suggestions of the Board members to further
strengthen the Board effectiveness were noted and
taken up for implementation.

17. Meetings of the Board

The meetings of the Board are scheduled at regular
intervals to decide and discuss on business performance,
policies, strategies and other matters of significance.

The schedules of the meetings are circulated in advance,
to ensure proper planning and effective participation in
meetings. In certain exigencies, decisions of the Board
are also accorded through Circular Resolution.

The Board during the Financial Year 2024-25 met Six
(6) times. The maximum interval between any two
meetings did not exceed 120 days, as prescribed in the
Companies Act, 2013. Detailed information regarding
the meetings of the Board are included in the report on
Corporate Governance, as set out in pages 135-188 of
this Annual Report.

The Company organises Board retreat meeting as
part of annual strategy planning process to deliberate
on various topics related to strategic planning, review
of ongoing strategic initiatives, risks associated with
the strategy execution and review of the need for new
strategic programs to achieve the long-term objectives
of the Company. The Board retreat meeting provides a
platform for the Board members to bring their expertise
to various strategic initiatives, while also providing an
opportunity for them to understand detailed aspects
of execution and challenges relating to the various
business segment of the Company. During the Board
retreat, detailed presentation is made by the Senior
Management covering key business segments of the
Company and its Subsidiaries.

During the Financial Year 2024-25, the Board retreat
was held on 21^st March 2025 at ITC Windsor, 25 Windsor
Square, Golf Course Road, Bangalore where the Board
conducted a detailed strategic review of the Company's
business segments and discussed various governance
related matters. This allows the Board members to
interact closely with the senior leadership of the various
business segments of the Company and its Subsidiaries.

Secretarial Compliance Report of TeamLease
Services Limited for the year ended March 31, 2025

As per Regulation 24A of SEBI LODR Regulations, 2018,
read with SEBI Circular dated February 08, 2019; the listed
entities are required to submit the Annual Secretarial
Compliance Report with BSE Limited & National Stock
Exchange of India Limited within sixty days of the end
of the year. The same was submitted to the respective
Stock Exchange(s) within the stipulated date and a
copy of the same is hosted at our website at https://
fe189aae.delivery.rocketcdn.me/wpcontent/uploads/
2025/05/TeamLeaseAnnualSecretarialCompliance
Report 31032025.pdf

Explanation or Comments on Qualifications,
Reservations or Adverse Remarks or Disclaimers
made by the Statutory Auditors and the Practicing
Company Secretary in their respective Reports

In connection with the Statutory Audit of the Company
for the year under review, there was no qualification,
reservation or adverse remark in the report by the
Statutory Auditors, save and except disclaimer made by
them in discharge of their professional obligation.

No frauds are reported by the Statutory Auditor under sub
section (12) of Section 143 of the Companies Act, 2013.

In connection with the Secretarial Audit of the Company
for the year under review, there was no qualification,
reservation or adverse remark in the report by the
Secretarial Auditors, save and except disclaimer made by
them in discharge of their professional obligation.

Internal Financial Control

The Company has laid down certain guidelines,
processes and structures, which enable implementation
of appropriate internal financial controls across the
organization. Such internal financial controls encompasses
policies and procedures adopted by the Company for
ensuring the orderly and efficient conduct of business,
including adherence to its policies, safeguarding of its
assets, prevention and detection of frauds and errors, the
accuracy and completeness of accounting records and
the timely preparation of reliable financial information.

These include control processes both on manual and IT
applications wherein the transactions are approved and
recorded. Appropriate review and control mechanisms
are built in place to ensure that such control systems
are adequate and are operating effectively. Because
of the inherent limitations of internal financial controls,
including the possibility of collusion or improper
management override of controls, material misstatements
in financial reporting due to error or fraud may occur and
not be detected.

Also, evaluations of the internal financial controls are
subject to the risk that the internal financial control may
become inadequate because of changes in conditions, or
that the compliance with the policies or procedures may
deteriorate. The Company has, in all material respects,
an adequate internal financial controls system and such
internal financial controls were operating effectively based
on the internal control criteria established by the Company
considering the essential components of internal control
stated in the Guidance Note on Audit of Internal Control
over Financial Reporting issued by the Institute of
Chartered Accountants of India.

Your Company has an effective internal control and risk-
mitigation system, which are constantly assessed and
strengthened with new/revised standard operating
procedures. The Company's internal control system is
commensurate with its size, scale and complexities of its
operations. The internal and operational audit is entrusted
to Grant Thornton, our Internal Auditors. The main thrust
of internal audit is to test and review controls, appraisal
of risks and business processes, besides benchmarking
controls with best practices in the industry. The Audit
Committee of the Board of Directors actively reviews the
adequacy and effectiveness of the internal control systems
and suggests improvements to strengthen the same. The
Company has a robust Management Information System,
which is an integral part of the control mechanism. The
Audit Committee of the Board of Directors, Statutory
Auditors and the Business Heads are periodically apprised
of the internal audit findings and corrective actions taken.
Audit plays a key role in providing assurance to the Board
of Directors. Significant audit observations and corrective
actions taken by the management are presented to the
Audit Committee of the Board. To maintain its objectivity
and independence, the Internal Audit function reports to
the Chairperson of the Audit Committee.

Details in respect of adequacy of Internal Financial
Controls with reference to the Financial Statements

Your Company has in place adequate financial controls
with reference to Financial Statements. During the year
under review, such controls were reviewed and it did not
observe any reportable material weakness in the design or
operation of financial controls.

Reporting of Frauds

There was no instance of fraud during the year under
review, which required the Statutory Auditors to report to
the Audit Committee and / or Board under Section 143(12)
of Companies Act, 2013 and Rules framed thereunder.

Maintenance of Cost Records

The Company is not required to maintain cost records as
specified by the Central Government under sub- section
(1) of Section 148 of the Companies Act, 2013.

19. Material changes and commitments, if any,
affecting the Financial Position of Company
occurred between the end of the Financial Year
to which this Financial Statements relate and
the date of the Report.

No changes and commitments have occurred after the
closure of the Financial Year 2024-25 till the date of this
Report, which would materially impact the financial
position of your Company.

20. Acquisition of Companies / Investment in
Associates/Subsidiaries/Joint Venture during
the year under review

a. During the year under review, the Company had
made the following acquisitions:

• TSR Darashaw HR Services Private
Limited (TSR Darashaw): Your Company
has acquired 90% stake in TSR Darashaw on
December 20, 2024.

TSR Darashaw is recognized as a leading
provider of outsourcing services in the
industry. With over four decades of expertise
and a steadfast commitment to Integrity,
Service Quality, and Client Satisfaction,
TSR Darashaw and its subsidiaries proudly
serve some of the country's most esteemed
corporates. The core competency of TSR
Darashaw HR Services lies in delivering value
via highly customized payroll processing
solutions to multi-locations, multi-business-
unit requirements of clients.

• Crystal HR and Security Solutions Private
Limited (Crystal HR): Your Company
has acquired 30% stake in Crystal HR on
January 06, 2025.

Crystal HR is revolutionizing workforce
management by delivering comprehensive
HR Tech software solutions, from hire to retire,
under its brand "Wallet HR". These solutions
are designed to be configurable, meeting the
diverse needs of businesses across industries.

With a strong presence across multiple countries,
Wallet HR supports over 3 lakh users and serves
more than 400 customers across various verticals.

With over 35 years of combined experience in
HRM software development, implementation, and
consulting, the company's promoters have built
a legacy of excellence. Supported by a team with
deep domain knowledge, Crystal HR excels in
understanding client needs, addressing specific HR
challenges, ensuring transparency, and delivering
exceptional post-sales support that builds long¬
term relationships and drives repeat business.

b. During the year under review, the Company had
made the following Equity Investments:

Same as Point (a) above.

21. Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo

22. Research and Development

The Company has not undertaken any Research
and Development activity in any specific area during
the year under review, and hence no cost has been
incurred towards same.

23. Whistle Blower and Vigil Mechanism Policy

The Company believes in the conduct of the affairs of its
constituents in a fair and transparent manner by adopting the
highest standards of professionalism, honesty, integrity and
ethical behaviou r. Pursuant to Section 177(9) of the Com pan ies
Act, 2013 and Regulation 22 of the SEBI LODR Regulations,
2015, a Whistle Blower and Vigil Mechanism Policy was
established for directors, employees and stakeholders to
report to the management instances of unethical behaviour,
actual or suspected, fraud or violation of the Company's
Code of Conduct or ethics policy, genuine concerns, to
provide for adequate safeguards against victimization of
persons who use such mechanism and make provision for
direct access to the Chairperson of the Audit Committee. No
person has been denied access to the Chairperson of the
Audit Committee. The said Policy is hosted on the website of
the Company at the following link https://group.teamlease.
com/wp-content/uploads/2021/04/TeamLease-Whistle-
Blower-and-Vigil-Mechanism-Policy.pdf

24. Statement concerning development and
implementation of Risk Management Policy of
the Company

Pursuant to Regulation 21 of the SEBI LODR Regulations,
2015, the Company has constituted Risk Management
Committee comprising of the following Members
mentioned below to frame, implement and monitor the
Risk Management plan for the Company. The Committee
is responsible for reviewing the risk management plan and
ensuring its effectiveness. Major risks identified by the
businesses and functions are systematically addressed
through mitigating actions on a continuous basis.

The Risk Management Committee Members as on March
31, 2025, are as below:

Risk management is embedded in your Company's
operating framework. Your Company believes that
managing risks helps in maximizing returns. The
Company's approach to addressing business risks is
comprehensive and includes periodic review of such
risks and a framework for mitigating controls and
reporting mechanism of such risks. The risk management
framework is reviewed periodically by the Board and the
Audit Committee.

The Company has put in place an enterprise wide
Risk Management Framework with an object of timely
identification of risks, assessment and evaluation of the
same in line with overall business objectives and define
adequate mitigation strategy. The Risk Management
Committee reviews critical risks on a rotation basis in line
with the mitigation progress/ effectiveness and its impact
on overall risk exposure of the Company, all the critical risk
areas are covered at least once a year. Annually, all critical
risk areas identified are re-evaluated.

25. Insider Trading Regulations

Based on the requirements under SEBI (Prohibition of
Insider Trading) Regulations, 2015, as amended from time
to time, the Code of Conduct for Insider Trading (Code),
as approved by the Board is in force by the Company. The
Company also adopts the concept of Trading Window
Closure, to prevent its Directors, Officers, designated
employees, their relatives and other connected employees
from trading in the securities of the Company at the time
when there is access to Unpublished Price Sensitive
Information (UPSI). The Company also has formulated a
comprehensive Policy for Determination of Legitimate
Purposes pertaining to Unpublished Price Sensitive
Information and a comprehensive Policy for enquiry of leak
of Unpublished Price Sensitive Information.

26. Policies on Appointment of Directors and
Remuneration of Directors, Key Managerial
Personnel(s) (KMP(s)) and Employees

In accordance with the provisions of Section 134(3) (e) of
the Companies Act, 2013 read with Section 178(2) of the
Act and Regulation 17 of the SEBI LODR Regulations,
2015, the Board of Directors have framed a policy which
lays down a framework in relation to remuneration of
Directors, Key Managerial Personnel(s) (KMP(s)) and
Senior Management of the Company. The Policy broadly
lays down the guiding principles, philosophy and the
basis for payment of remuneration to Executive and
Non-Executive Directors (by way of sitting fees), Key
Managerial Personnel(s) (KMP(s)), Senior Management
and other employees. The Policy also provides the criteria
for determining qualifications, positive attributes and
independence of Director and criteria for appointment
of Key Managerial Personnel(s) (KMP(s)) / Senior
Management and performance evaluation which are
considered by the Nomination and Remuneration
Committee and the Board of Directors while making
selection of the candidates.

The Company's current Nomination and Remuneration
Policy recommends having an appropriate mix of Executive
and Independent Directors to maintain the independence
of the Board and separate its functions of governance and
management. As on March 31, 2025, the Board consists
of Ten Directors, majority of them being Independent
Directors. Besides the Vice Chairman and Managing
Director who are the Promoters, the Board comprises of
Seven Independent Directors and One Non-Executive
and Non-Independent Director. The Board periodically
evaluates the need for change in its composition and size.
The Policy of the Company on Director's Appointment
and Remuneration, including criteria for determining
qualifications, positive attributes, independence of a
Director and other matters as required under sub-section
(3) of Section 178 of the Companies Act, 2013 are formulated
by the Nomination and Remuneration Committee.

Your Company has also adopted the Policy on appointment
of directors and senior management and Policy on
Remuneration of Directors, Key Managerial Personnel(s)
(KMP(s)) and Employees of the Company in accordance
with the provisions of sub-section (4) of Section 178 of
the Companies Act, 2013, and the same is furnished in
Annexure IV of this Board's Report.

At TeamLease, CSR has been an integral part of our
business since its inception, by the very nature of the
business being that of a Social Enterprise.

As part of its initiatives under Corporate Social
Responsibility (CSR), the CSR Committee has been
entrusted with the prime responsibility of recommending
to the Board about Corporate Social Responsibility Policy
which shall indicate the activities to be undertaken by
the Company as specified in Schedule VII of Companies
Act, 2013, the amount of expenditure to be incurred on
CSR activities and monitoring the implementation of the
framework of the CSR Policy. The CSR Policy has been
placed on the Website of the Company and can be
accessed through the https://group.teamlease.com/wp-
content/uploads/2021/04/TeamLease-Corporate-Social-
Responsibilitv-Policv.pdf.

During the year under review, your Company had
allocated a limit equivalent to 2% of the average net profits
of its three immediately preceding Financial Years for
implementation of CSR activities as per the Companies
Act, 2013 totalling to a sum of H 1.70 Crores towards CSR.
Out of the amount of H 1.70 Crores that has been spent
this Financial Year on CSR, H 0.85 Crores was contributed
towards Research Initiatives of National Council of Applied
Economic Research, H 0.57 Crores was incurred towards
TLSU assets purchase and the balance amount of H 0.28

Crores was done via NAPs quota/ Internal deployment
of Trainees pursuant to MCA circular dated 24.05.2022
on CSR fund for Apprenticeship Training which include
expenditure on Basic Training and stipend payable to
apprentices, under The Apprentices Act, 1961.

The details along with the statutory disclosures
pursuant to Rule 8 of Companies (Corporate Social
Responsibility Policy) Rules, 2014 with respect to CSR
activities forms part of this Annual Report and is annexed
herewith as Annexure V.

29. Policy on Preservation & Archival of Documents

This Policy is implemented as per Regulation 9 read
with Regulation 30(8) of the SEBI LODR Regulations,
2015, for preservation of the documents inter alia to aid
the employees in handling the documents efficiently
either in physical form or electronic form. This Policy is
intended to provide guidelines for the retention of records,
preservation of relevant documents for such duration after
which the documents shall be archived and safe disposal/
destruction of the documents. This Policy is available on
the Company's website https://group.teamlease.com/
wp-content/uploads/2021/04/TeamLease-Preservation-
of-Documents-and-Archival-Policy Final.pdf It not only
covers the various aspects on preservation, but also
archival of documents.

30. Business Responsibility and Sustainability
Report

Pursuant to Regulation 34(2)(f) of the SEBI LODR
Regulations, 2015, the Business Responsibility and
Sustainability Report (BRSR) of your Company for the FY
2024-25 is set out in pages 192-242 and forms an integral
part of this Annual Report.

31. Particulars of Contracts or Arrangements made
with Related Parties

The Company in the normal course of its business enters
into Related Party Transactions with its Subsidiaries and/or
Group Companies. The Company has a robust framework
in place for identification and monitoring of such Related
Party Transactions.

All transactions entered with Related Parties for the year
under review were on arm's length basis and thus a
disclosure in Form AOC-2 in terms of Section 134 of the
Companies Act, 2013 is not required. Further, there are no
material Related Party Transactions during the year under
review with the Promoters, Directors or Key Managerial
Personnel(s) (KMP(s)). All Related Party Transactions are
mentioned in the notes to the accounts. The Company
has developed a framework through Standard Operating
Procedures for the purpose of identification and monitoring
of such Related Party Transactions.

Company has formulated a Policy on "Materiality of
Related Party Transactions" and on "the process of

dealing with such transactions',' which are in line with
the provisions of Section 188 of the Companies Act, 2013
and Regulation 23 of SEBI LODR Regulations, 2015. The
same is also available on the web-link: https://fe189aae.
delivery. rocketcdn.me/wp-content/uploads/2025/01/
TeamLease-Policv-on-related-partv-transactions.pdf. Prior
omnibus approval from the Audit Committee is obtained
for transactions which are repetitive and also normal in
nature. Further, disclosures on related party contracts
and arrangements are made to the Audit Committee and
the Board on a quarterly basis. During the year under
review, there were no material Related Party Transactions
under Regulation 23 (4) of SEBI LODR Regulations, 2015
entered into by the Company, which necessitates approval
of Shareholders.

None of the Directors have any pecuniary relationship
or transaction with the Company except for receiving
remuneration/sitting fees.

32. Disclosures of Transactions of the Listed Entity
with any Person or Entity belonging to the
Promoter/Promoter Group which hold(s) 10%
or more Shareholding in the Listed Entity, in the
format prescribed in the relevant Accounting
Standards for Annual Results

Your Company has not entered into any transactions with
any person or entity belonging to Promoter/Promoter
Group holding 10% or more of the shareholding in
your Company. Therefore, the same is not applicable
to your Company.

33. Extracts of Annual Return

Pursuant to Section 134 and Section 92 of Companies
Act, 2013 read with Companies (Management and
Administration) Rules, 2014, the details https://group.
teamlease.com/investor/teamlease-annual-return/.

34. Credit Ratings

The Company continues to maintain its credit ratings.

Pursuant to Schedule V, Part C of SEBI LODR Regulations,
2015 read with Amendments thereof, it is informed that the
Company continues to maintain its credit ratings.

The Credit Rating Information Services of India Limited
(CRISIL) & Investment Information and Credit Rating
Agency (ICRA) has continued to assign the ratings to the
Company's various credit facilities and debt instruments
during the Financial Year 2024-25 and they are as below:

35. Directors' Responsibility Statement

Based on the framework of internal financial controls
established and maintained by the Company, work
performed by the Internal, Statutory and Secretarial
Auditors and external agencies, the reviews performed
by Management and the relevant Board Committees, the
Board, with the concurrence of the Audit Committee, is of
the opinion that the Company's internal financial controls
were adequate and effective as on March 31, 2025.

To the best of knowledge and belief and according to
the information and explanations obtained by them, your
Directors make the following statements in terms of
Section 134 of the Companies Act, 2013:

(i) that in the preparation of the Annual Accounts for the
year ended March 31, 2025, the applicable accounting
standards have been followed along with proper
explanation relating to material departures, if any;

(ii) the directors had selected such accounting policies
and applied them consistently and made judgements
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, 2025 and of the profit of the
Company for the year ended on that date;

(iii) that the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud
and other irregularities;

(iv) the annual accounts have been prepared on a
going concern basis;

(v) that 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

(vi) that 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.

36. Compliance with 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.

37. Listing on Stock Exchange

The Equity Shares of the Company are listed on BSE Limited
and National Stock Exchange of India Limited since 2016.

38. Suspension of Securities of the Company

The securities of the Company have not been suspended
from trading in any of the Stock Exchanges.

39. Details of Significant and Material orders
passed by the Regulators or Courts or Tribunals
Impacting the Going concern status and
Company's operations in future

During the year under review, there were no significant
and material orders passed by the Regulators or Courts
or Tribunals impacting the going concern status and
Company's operations in future.

40. Shares

A1. Share Capital

As on March 31, 2025, the Authorized Share Capital
of the Company is H 2,330.00 Lakhs and Paid-up
Share Capital is H 1,676.89 Lakhs.

The Company does not have any outstanding paid
up preference share capital as on date of this report.
During the year under review, the Company has not
issued any shares. The Company has not issued
shares with differential voting rights. It has neither
issued employee stock options nor sweat equity
shares and does not have any scheme to fund its
employees to purchase the shares of the Company.
Further, during the year under review, none of
the promoters acquired or off-loaded any shares
of the Company.

Non-Executive Director, Ms. Rituparna Chakraborty
held 70,643 Shares, Mr. Narayan Ramachandran;
Non-Executive Chairman and Lead Independent
Director held 9,835 Shares and Mr. Subramaniam
Somasundaram; Independent Director held 28
Shares in the Company as on March 31, 2025.

B. Buy Back of Securities

The Company has not bought back any of its
securities during the year under review.

C. Sweat Equity

The Company has not issued any Sweat Equity
Shares during the year under review.

D. Issue of Bonus Shares

The Company during the year under review has not
issued/ allotted any bonus shares.

E. Employee Stock Option Plan (ESOP)

Nomination and Remuneration Committee of the
Board, inter alia, administers and monitors the
Company's Employees' Stock Option Plan (ESOP
Plan) in accordance with SEBI (Share Based
Employee Benefits) Regulations, 2014 (SBEB

Regulations). The ESOP Plan is implemented through
TeamLease ESOP Trust (ESOP Trust).

As on March 31, 2025, the ESOP Trust held 6,050
Equity Shares of the Company. During the year
ended March 31, 2025 there has been no material
change in the Company's existing plan and the plan
is in compliance with SBEB Regulations. Note 37 of
Standalone Financials Statements to be referred for
information as required under SBEB Regulations read
with SEBI Circular CIR/CFD/POLICYCELL/2/2015
dated June 16, 2015.

(a) any other employee who receives a grant in any
one year of option amounting to 5% or more of
option granted during that year stands NIL; and

(b) identified employees who were granted option,
during any one year, equal to or exceeding 1%
of the issued capital (excluding outstanding
warrants and conversions) of the Company at
the time of grant stands NIL

The Company has received a certificate from the
Secretarial Auditor of the Company that the ESOP Plan
has been implemented in accordance with SEBI Share
Based Employee Benefits (SBEB) Regulations, 2014 and
in line with the resolutions passed/ approved by the
Shareholders in this regard. The said Certificate shall be
available at the Annual General Meeting for inspection
by the Members.

Detailed disclosure on ESOP is hosted in the
website at https://group.teamlease.com/investor/
esop-declarations/.

41. Particulars of Employees

The information required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is furnished in Annexure VI of the
Board's Report.

Pursuant to Rule 5(2) and Rule 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 20 14 the particulars of top 10 employees in terms
of remuneration drawn are available for inspection by
the shareholders. Further, the Annual Reports are being
sent to the Members excluding the aforesaid particulars.
In terms of Section 136 of the Act, the said particulars
are 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 at
corporateaffairs@teamlease.com.

42. Disclosure under Sexual Harassment of Women
at workplace (Prevention, Prohibition and
Redressal) Act, 2013

At TeamLease Services Limited, all employees are of equal
value. There is no discrimination between individuals at

any point on the basis of race, colour, gender, religion,
political opinion, national extraction, social origin, sexual
orientation or age. All employees (permanent, contractual,
temporary and trainees) are covered under this policy. The
Company has complied with the provisions relating to the
constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

The following is a summary of sexual harassment
complaints received and disposed off during the year
under review. The same were investigated in accordance
with procedures prescribed and adequate steps were
taken to resolve them.

Closure of certain cases was delayed due to extended investigation
timelines and coordination requirements.

43. Disclosure under Maternity Benefit Act, 1961

Your company complies with the provisions under the
Maternity Benefit Act, 1961 and provides all applicable
benefits to eligible employees.

44. Human Resources

The Human Resource function works as a strategic partner
of the business.

The Company has all required policies under the required
laws for the time being in force and as required under the
Companies Act, 2013 and SEBI LODR Regulations, 2015
the policies pertaining the Code of Conduct and Business
Ethics Policy for employees, senior management team and
directors, Policy on Succession Plan and Prevention of
Sexual Harassment Policy as required under the provisions
of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, Whistle Blower and
Vigil Mechanism Policy, Anti-Bribery Policy, Policy on
Insider Trading as required under SEBI Prohibition of Insider
Trading Regulations, 2015 and subsequent Amendments
made thereon, etc. and all the Policies/Codes have been
uploaded in the Website of the Company https://group.
teamlease.com/investor/policies-and-guidelines/.

Your Company ensures that employees are aligned with
the organizational culture and values whilst never losing
sight of our business objectives.

Technical and safety training programmes are given
periodically to workers. The Company has a robust
performance evaluation process through which individual

goals are aligned to organizational goals so that the
individuals and the organisation grow in tandem.

During the year under review, the Industrial relations
remained generally cordial.

45. Statutory Disclosures

None of the Directors of your Company are disqualified as
per the provisions of Section 164(2) of the Companies Act,
2013. Your Directors have made necessary disclosures, as
required under various provisions of the Companies Act,
2013 and SEBI LODR Regulations, 2015.

The Company has received a Certificate pursuant to
Schedule V(10)(i) of SEBI LODR Amendment Regulations,
2018 from Mr. Mukesh Siroya, M Siroya & Company,
Practicing Company Secretaries, Mumbai, bearing
Membership Number: 5682, that none of the directors
on the Board of the Company have been debarred
or disqualified from being appointed or continuing
as directors of companies by the Board/Ministry of
Corporate Affairs or any such statutory authority during
the period under review.

The certificate is annexed to the Board's Report
as Annexure VII.

46. Change in Nature of Business

There has been no change in the nature of business of
the Company. Your Company continues to one- stop
provider of human resources services to various industries
and diverse functional roles, offering staffing, payroll
processing, recruitment, compliance and training services.
Your Company set in motion the larger Company mission
of 'Putting India to Work' by focusing on its vision of 3 E's -
Employment, Employability and E-workforce.

47. Cyber Security

TeamLease strictly practices the principles of 'Security by
Design' and 'Privacy by Design' and has a well-defined
information security and data privacy framework. A
comprehensive ISMS (Information Security Management
System) has been designed as per ISO27001:2013 and
NIST Risk Management Framework and the privacy
controls have been designed as per GAPP (Generally
Accepted Privacy Principles).

48. Declaration on Code of Conduct

The Company has adopted the Code of Conduct for all
its Senior Management Personnel and Directors and the
same is affirmed by all the Board Members and Senior
Management Personnel as required under Regulation
34 read with Part D of Schedule V of the SEBI LODR
Regulations, 2015. A declaration signed by Mr. Ashok
Reddy, Managing Director of the Company affirming the
compliance with the Code of Conduct of the Company
for the Financial Year 2024-25 as set out in Corporate
Governance Report in pages 135-188 of this Annual Report.

49. MD and CFO Certification

As required by SEBI LODR Regulations, 2015, the
Managing Director and Chief Financial Officer have given
appropriate certifications to the Board of Directors and the
same forms part of the Corporate Governance Report.

50. MOA & AOA

During the year under review, there is no change in the
Memorandum of Association and Articles of Association
of the Company.

51. Cautionary Statement

Statements in this Board's Report and Management
Discussion and Analysis Report describing the Company's
objectives, projections, estimates, expectations or
predictions may be "forward-looking statements" within
the meaning of applicable securities laws and regulations.
Actual results could differ materially from those expressed
or implied. Important factors that could make difference to
the Company's operations include changes in Government
regulations, Tax regimes, economic developments within
India and other ancillary factor.

52. Integrated Reporting

The Com pany being one of the top com pan ies in the country
in terms of market capitalization, has voluntarily provided
Integrated Report, which encompasses both financial and
non-financial information to enable the Members to take
well informed decisions and have a better understanding
of the Company's longterm perspective. The Report also
touches upon aspects such as organisation's strategy,
governance framework, performance and prospects of
value creation based on the six forms of capital viz. financial
capital, manufactured capital, intellectual capital, human
capital, social and relationship capital and natural capital.

Reporting boundary and period

This Integrated Annual Report includes the Statutory
Reports, Audited Financial Statements, and covers the
financial and non-financial performance of our operations
for the period April 01, 2024, to March 31, 2025 (unless
otherwise stated).

Reporting on ESG

This Integrated Report provides an integrated view of
how we embed sustainability into our business strategy,
decisions, and operations. The Report contains our ESG
commitment, outlook, and impact. It is guided by priority
sustainability topics identified through a comprehensive
stakeholder engagement.

Reporting frameworks

This Integrated Report has been prepared in reference
to the Guiding Principles and Content Elements of the
International Framework of the International Integrated
Reporting Council and the Global Reporting Initiative (GRI)
Standards 2021. The Report also includes the Business
Responsibility and Sustainability Report (BRSR), prepared
in accordance with the guidelines issued by the Securities
and Exchange Board of India (SEBI).

Responsibility statement

This report is a fair representation of our Company's
financial, non-financial, sustainability, and operational
performance for FY 2024, and has been approved by
the Board. Assurance on Financial Statements has been
provided by the Statutory Auditors, M/s. S. R. Batliboi
& Associates LLP on pages 255-398 of this Integrated
Annual Report.

53. 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
year under review:

* No proceeding pending under the Insolvency and
Bankruptcy Code, 2016.

* No instance of one time settlement with any Bank or
Financial Institution.

54. Acknowledgements

Your Directors sincerely thank the Central and State
Government Departments especially the Ministry of
Labour, for the help and co-operation extended by them
during the year. The Directors place on record their
sincere appreciation towards various organizations and
agencies for their continued support. Your Directors also
gratefully acknowledge all stakeholders of the Company
viz. Shareholders, customers, dealers, vendors, banks
and other business partners for the excellent support
received from them during the year.

Your directors also wish to place on record their
appreciation for the contribution made by the employees
at all levels for their unstinted commitment and
continued contribution to the Company. Our consistent
growth was made possible by their hard work, solidarity,
co-operation and support.

For and on behalf of Board of Directors

Ashok Reddy Subramaniam Somasundaram

Place: Bangalore Managing Director Independent Director

Date: May 21, 2025 DIN: 00151814 DIN: 01494407