Your Directors have the pleasure in presenting the Twenty Sixth (26^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, 2026 (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 2025-26 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, 2026,
have 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, 2026. 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, 2026, on a Standalone Basis has
increased to H 10,736.25 Crores from H 10,236.29 Crores
during the previous year. The Company achieved an
EBITDA (excluding other income and exceptional items)
of H 82.40 Crores during the current year as against the
previous year EBITDA (excluding other income and
exceptional items) of H 89.02 Crores. The net profit after
tax of the Company for the year ended March 31, 2026,
was H 97.23 Crores as against the previous year profit
after tax of H 96.10 Crores.

Consolidated Operations

The Company's Revenue from Operations for the year
ended March 31, 2026, on a Consolidated Basis has
increased to H 11,790.67 Crores from H 11,155.87 Crores
during the previous year. The Company achieved an
EBITDA (excluding other income and exceptional items)
of H 156.91 Crores during the current year as against
the previous year EBITDA (excluding other income and
exceptional items) of H 138.09 Crores. The net profit after
tax of the Company for the year ended March 31, 2026,
was H 141.38 Crores as against the previous year profit
after tax of H 110.47 Crores.

Number of Associate Employees as on the date of
closure of Financial Year of the Company was ~3,40,600
(including the NETAP Trainees of 46,600) as against
the previous year Associate employees of ~3,46,070
(including the NETAP Trainees of 47,300).

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 athttps://c97165e6.
delivery. 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 126 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://c97165e6.delivery.rocketcdn.me/wp-content/
uploads/2021/04/TeamLease-Policy-for-determining-
Material-Subsidiaries.pdf.

The Company has six Subsidiaries, one Joint Venture
and one Public-Private Partnership as on March 31,
2026. There are no Material Subsidiaries of the Company
for the Financial Year 2025-26.

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)

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
continuum 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 as a wholly owned subsidiary
of TeamLease Services Limited, continues to
strengthen its position as a leading provider
of digital talent solutions in India. During
FY26, the Company operated in a measured
demand environment, with client hiring
remaining selective and role-specific. Despite
this, the Company sustained steady business
momentum through disciplined execution and
a focus on quality of revenue.

The Company witnessed continued traction
across Global Capability Centres (GCCs),
Tier-2 IT Services companies, and product
organisations, while also expanding its client
base with new additions during the year.
The GCC segment remained the primary
contributor to revenue, providing stability
and visibility of earnings across diversified
industries including BFSI, Life Sciences,
Engineering, Consulting, Consumer, and
Technology. The Global business continued
to scale gradually, contributing to geographic

diversification and capability enhancement,
while remaining aligned with India delivery.

Operationally, the Company focused on
improving utilisation, recruiter productivity,
and delivery efficiency through better
demand planning and process optimisation.
A calibrated approach to hiring, along with
strong cost discipline, supported margin
stability and profitability. Overall, TDPL
remains well positioned with a strong client
portfolio, improving operating metrics,
and a continued focus on profitable and
sustainable growth.

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 77.67% 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 on October 12, 2018,
under the provisions of Companies Act, 2013,
TL Regtech is a B2B RegTech (Regulatory
Technology) Company in India currently
with 463 enterprise customers. Its solutions
help Corporate India maintain compliance
in a real-time environment, trusted by over
1,500 entities and 25,000 enterprise users
across 50 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 420 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, and
balance 10% stake acquired on November 07,
2025. Accordingly, with effect from November
07, 2025, TSR Darashaw is a 100% Subsidiary
of TeamLease Services Limited.

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 0.03 Crore
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.

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 25-26, 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
athttps://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
234 to 241 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 181 to 233
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 2025-26 is set out in pages 128 to
180 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, 2026, your Company's Board of
Directors comprises of two Executive Directors,
four Independent Directors and two Non-Executive
and Non-Independent Directors, including two
Women Directors and the same is detailed in the
Report on Corporate Governance, as set out in
pages 128 to 180 of this Annual Report.

b. 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, 2026, 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 128 to 180 of
this Annual Report.

c. 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:

d. 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. Manish Sabharwal (DIN:
00969601), Non-Executive, Non-Independent
Director, retires by rotation at the forthcoming
AGM and being eligible, offers himself for re¬
appointment. The details of Mr. Sabharwal
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.

c. Changes during the year under review:
i. 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, Mr. Ashok
Reddy (DIN: 00151814) retired by rotation
at the Twenty Fifth (25^th) AGM held on
September 19, 2025, and being eligible,
offered himself for re-appointment. The
same was approved by the Members
of the Company.

Ms. Suparna Mitra was appointed as
Managing Director & CEO with effect
from February 02, 2026, to succeed
Mr. Ashok Reddy.

Mr. Reddy's role has been transitioned
to Whole Time Director & Executive
Vice Chairman with effect from
February 02, 2026.

Mr. Manish Sabharwal has stepped
down from his executive responsibilities
and is continuing as a Non-Executive
Non-Independent Director with effect
from February 02, 2026.

ii Non-Executive Directors:

Ms. Rituparna Chakraborty (DIN:
07332241) had tendered her resignation
as Non-Executive and Non-Independent
Director of the Company vide letter
dated May 21, 2025, with effect from the
end of business hours on May 21, 2025.

Mr. Narayan Ramachandran was re¬
designated as Non-Executive, Non¬
Independent Director with effect from
July 08, 2025, owing to completion of his
term as an Independent Director.

iii. independent Directors:

Ms. Latika Pradhan and Dr. V
Raghunathan have ceased to be
Independent Directors consequent to
completion of their term with effect from
end of business hours on July 07, 2025.

iv. Key Managerial Personnel(s) (KMP(s)):

During the year under review, Key
Managerial Personnel(s) (KMP(s))
who have tendered their resignation:

None. However, Mr. Manish Sabharwal
has stepped down from his executive
responsibilities and is continuing as

a Non-Executive, Non-Independent
Director with effect from February
02, 2026. Mr. Ashok Reddy's role has
now been transitioned from Managing
Director to Executive Vice Chairman
of the Company with effect from
February 02, 2026.

During the year under review,
Key Managerial Personnel(s)
(KMP(s)) who have been appointed:

Ms. Suparna Mitra was appointed as
Managing Director & CEO with effect
from February 02, 2026.

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 of its 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 its Executive and/or Non¬
Executive Directors for FY 25-26 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 its retiring Independent Directors, 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.

15. Declaration by the Board on the Independent
Directors

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:

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 their
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 their
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
20, 2026 to assess the performance of the Board and
Committees as a whole and for the assessment of
Managing Director & CEO, Executive Vice Chairman,
Independent Directors & Non-Executive Non¬
Independent Directors.

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.

16. 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 Resolutions.

The Board during the Financial Year 2025-26 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 128 to 180 of
this Annual Report.

Board Retreat

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 2025-26, the Board retreat
was held on 20^th March 2026 at "Janpriya" Survey
No.101/1, Thimmasandra Village, Jala Hobli, Yelahanka
Area, 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.

The appointment of M/s. Siroya and BA Associates as Secretarial Auditors of the Company was
approved by the Members at their meeting held on September 19, 2025.

Section 204 of the Companies Act, 2013, inter- alia, requires every listed Company to annex with
its Board's Report, a Secretarial Audit Report given by a Company Secretary in practice, in the
prescribed form. The Secretarial Audit Report of the Company for FY 2025-26 is annexed to this
Board Report as Annexure III.

Secretarial Auditor's Report

There are no disqualifications, reservations, adverse remarks or disclaimers in the Secretarial
Auditor's report.

However, Secretarial Auditors have made the following observations -

1. Delay in submission of e-form MGT-14 vide SRN: AC2174708 with the Ministry of Corporate
Affairs.

2. Delay in making disclosures / intimations under Regulation 30 of the SEBI Listing Regulations.

Secretarial Compliance Report of TeamLease Services Limited for the year ended March 31, 2026

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 athttps://c97165e6.deliverv.rocketcdn.me/wp-content/
uploads/2026/06/TeamLeaseAnnualSecretarialComplianceReport31032026.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.

18. 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

The following changes and commitments have occurred
after the closure of the Financial Year 2025-26 till the
date of this Report, which would not materially impact
the financial position of your Company but have been
disclosed here for information:

Buyback: The Board of Directors of the Company had
proposed Buyback of up to 14,87,500 fully paid up Equity
Shares having a face value of TI0/- (Indian Rupees Ten
only) each ("Equity Shares"), at a price of T1,600/- (Indian
Rupees One Thousand Six Hundred only) (Buyback
Offer Price) per Equity Share, on a proportionate basis,
through the "tender offer" route in accordance with the
Companies Act and the SEBI Buyback Regulations,
subject to approval by the Shareholders.

19. 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
the balance 10% stake in TSR Darashaw on
November 07, 2025.

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. During the year under review, the Company had
made the following Equity Investments: Same as
Point (a) above.

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

21. 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.

22. 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 behaviour. Pursuant
to Section 177(9) of the Companies 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 linkhttps://group.teamlease.com/wp-
content/uploads/2021/04/TeamLease-Whistle-Blower-
and-Vigil-Mechanism-Policv.pdf

23. 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, 2026, 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.

24. 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.

25. 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, 2026, the Board consists of Eight
Directors, half of them being Independent Directors. Besides

the Vice Chairman who is the Promoter, the Board comprises
of One Executive Director, Four Independent Directors,
and Two Non-Executive and Non-Independent Directors.
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.

26. Board Diversity

A diverse Board enables efficient functioning through
differences in perspective and skill, and also fosters
differentiated thought processes at the back of
varied industrial and management expertise, gender,
knowledge and geographical background. The Board
recognizes the importance of a diverse composition
and has adopted a Board Diversity Policy which sets
out the approach to diversity. The Policy is available
at the web-link:https://c97165e6.deliverv.rocketcdn.
me/wp-content/uploads/2021/04/3.-POLICY-ON-
BOARD-DIVERSITY.pdf

27. Details of Policy developed and implemented
by the Company on its Corporate Social
Responsibility (CSR) initiatives

Pursuant to the provisions of Section 135, read with
Schedule VII of the Companies Act, 2013, your Company
has duly constituted the Corporate Social Responsibility
Committee. The said Committee comprises of:

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 given link:https://c97165e6.
delivery.rocketcdn.me/wp-content/uploads/2021/04/
TeamLease-Corporate-Social-Responsibility-Policy.
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 totaling to a sum of H 2.11 Crores
towards CSR. Out of the amount of H 2.11 Crores that has
been spent this Financial Year on CSR, H 0.90 Crores
was contributed towards Research Initiatives of National
Council of Applied Economic Research, and the balance
amount of H 1.21 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.

28. 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 at:https://c97165e6.
delivery.rocketcdn.me/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.

29. 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 2025-26 is set out in pages 181 to 233 and forms an
integral part of this Annual Report.

30. 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.

The 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://c97165e6.
delivery. rocketcdn.me/wp-content/uploads/2025/01/
TeamLease-Policv-on-related-partv-transactions-1.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.

31. 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.

32. Extracts of Annual Return

Pursuant to Section 134 and Section 92 of Companies
Act, 2013 read with Companies (Management and
Administration) Rules, 2014, the Annual Return of the
Company is available on the Company's website and
may be accessed athttps://group.teamlease.com/
investor/teamlease-annual-return/.

33. 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 2025-26 and they are as below:

34. 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, 2026.

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, 2026, 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 judgments
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs of
the Company as at March 31, 2026 and of the profit
of the Company for 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.

35. 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.

36. Listing on Stock Exchange

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

37. Suspension of Securities of the Company

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

38. 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.

39. Shares

A1. Share Capital

As on March 31, 2026, the Authorized Equity Share
Capital of the Company is H 23.30 Crores and Paid-
up Equity Share Capital is H 16.77 Crores.

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.

Mr. Narayan Ramachandran; Chairman & Non¬
Executive Non-Independent Director held 9,835
Shares in the Company as on March 31, 2026.

B Buyback 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, 2026, the ESOP Trust held 4,832
Equity Shares of the Company. During the year
ended March 31, 2026, there has been no material
change in the Company's existing plan and the
plan is in compliance with SBEB Regulations.
Note 38 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 athttps://group.teamlease.com/investor/
esop-declarations/.

40. 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, 2014 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.

41. 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.

42. 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.

43. 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 Companyhttps://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.

44. 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, Siroya
and BA Associates, 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.

45. 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.

46. Cyber Security

TeamLease integrates 'Security by Design' and 'Privacy
by Design' into its core operations through a robust
information security and data privacy framework. Our
comprehensive Information Security Management
System (ISMS) is built in alignment with ISO 27001:2022
and the NIST Risk Management Framework, while our
privacy controls adhere to GAPP (Generally Accepted
Privacy Principles). This policy is accessible to all
stakeholders via our Information Security website and
Governance portal.

47. 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 Ms. Suparna
Mitra, Managing Director & CEO of the Company
affirming the compliance with the Code of Conduct of
the Company for the Financial Year 2025-26 as set out
in Corporate Governance Report in pages 128 to 180 of
this Annual Report.

48. MD and CFO Certification

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

49. MOA & AOA

During the year under review, there is no change in the
Memorandum of Association of the Company. However,
the Articles of Association of the Company were altered
by the Members via a special resolution passed at the
Annual General Meeting held on Friday, September 19,
2025, to adopt a new set of articles and to alter specific
clauses. The required statutory requirements with

respect to alteration and adoption of new set of articles
has been duly complied with.

50. 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.

51. Integrated Reporting

The Company being one of the top companies 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 long-term
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, 2025, to March 31, 2026
(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 2026, 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 243 to 331 of this
Integrated Annual Report.

52. 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.

53. 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

Place: Bangalore Suparna Mitra Subramaniam Somasundaram

Date: May 20, 2026 Managing Director & CEO Independent Director

DIN: 07135817 DIN: 01494407