TeamLease Services Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

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:

Particulars	Consolidated		Standalone
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	11,155.87	9,321.53	10,236.29	8,440.80
Other Income	44.72	46.18	56.55	60.27
Total Income	11,200.59	9,367.71	10,292.84	8,501.07
Profit before finance cost, depreciation, amortization and taxes	182.81	176.98	145.57	145.24
Depreciation and Amortization	53.68	52.53	37.05	31.87
Profit before finance cost and taxes	129.13	124.45	108.52	113.37
Finance Cost	14.80	10.23	11.32	8.19
Profit before share of profit/ (loss) from Associates	114.33	114.22	97.20	105.18
Share of profit from joint venture	0.17	-	-	-
Exceptional Item	-	3.51	-	3.51
Profit before tax	114.50	117.73	97.20	108.69
Income Tax (credit)/expense	4.03	5.07	1.10	2.89
Net profit for the year	110.47	112.66	96.10	105.80
Other Comprehensive Income/(Loss) for the Year	-0.30	-1.09	-0.37	-0.31
Total Comprehensive Income for the year	110.17	111.57	95.73	105.49
Earnings Per Equity Share of H 10 each
Basic & Diluted (in H)	64.86	66.65	57.31	62.87

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:

Sl. No	Members	Designation
1	Mr. Subramaniam Somasundaram	Chairman (Independent Director)
2	Mr. Narayan Ramachandran	Member (Lead Independent Director & Non-Executive Chairman)
3	Mr. Rajnarayan Ramakrishnan	Member (Independent Director)
4	Mrs. Meenakshi Nevatia	Member (Independent Director)
5	Mr. Mekin Maheshwari	Member (Independent Director)
6	Mrs. Latika Pradhan	Member (Independent Director)
7	Dr. V. Raghunathan	Member (Independent Director)

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:

Sl. No	Members	Designation
1	Mr. Manish Sabharwal	Whole Time Director & Executive Vice Chairman
2	Mr. Ashok Reddy	Managing Director & CEO
3	Ms. Ramani Dathi	Chief Financial Officer
4	Ms. Alaka Chanda	Company Secretary & Compliance Officer

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:

Sl. No.	Name of the Director	Designation	Commission Paid	Remarks
1	Mr. Zarir Batliwala	Independent Director	H 10,00,000	Commission paid due to retirement as an Independent Director effective March 28, 2024 for the time devoted by him and for making invaluable contributions in functional areas such as business strategy, financial governance, corporate governance, research & innovation, monitoring of risk management and compliances amongst others.
2	Mr. Narayan Ramachandran	Lead Independent Director and Non¬ Executive Chairman		No Commission paid during the year under review as the Directors are continuing as Independent
3	Dr. V Raghunathan	Independent Director	-	Director. Commission will be
4	Mrs. Latika Pradhan	Independent Director	-	extended on retirement to all
5	Mr. S. Subramaniam	Independent Director	-	Independent Directors for their
6	Mrs. Meenakshi Nevatia	Independent Director	-	contributions made during their
7	Mr. Mekin Maheshwari	Independent Director	-	term.
8	Mr. Rajnarayan Ramakrishnan	Independent Director	-

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:

Sl. No.	Director	Designation	Date of Registration	Validity of Registration*	Online Proficiency Test Requirement	Status of Online Proficiency Test
1	Mr. Narayan Ramachandran**	Non- Executive Chairman and Lead Independent Director	03/01/2020	02/01/2030	Voluntary	-
2	Mr. Manish Sabharwal	Whole Time Director & Executive Vice Chairman	27/02/2020	26/02/2030	Voluntary	-
3	Mr. Ashok Reddy	Managing Director & CEO	Exempted	-	Exempted	-
4	Mrs. Latika Pradhan**	Independent Director	20/12/2019	19/12/2025	Mandatory	Successfully qualified on Dec 03, 2020
5	Mr. Rajnarayan Ramakrishnan	Independent Director	14/09/2023	13/09/2025	Mandatory	Will be closed before the due date
6	Dr. V. Raghunathan**	Independent Director	23/12/2019	22/12/2025	Voluntary	-
7	Mrs. Meenakshi Nevatia	Independent Director	06/07/2021	05/07/2026	Mandatory	Successfully qualified on July 11, 2021
8	Mr. Mekin Maheshwari	Independent Director	10/04/2021	09/04/2026	Mandatory	Successfully qualified on May 04, 2021
9	Mr. Subramaniam Somasundaram	Independent Director	14/07/2021	Lifetime	Exempted	-
10	Ms. Rituparna Chakraborty**	Non-Executive & Non¬ Independent Director	11/04/2023	Lifetime	Voluntary	Successfully qualified on March 13, 2025

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.

18. Auditors

Statutory Auditor	As per the provisions of Section 139 of the Companies Act, 2013, M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (FRN: 101049W/E300004), Bangalore were appointed as Statutory Auditors of the Company in the Annual General Meeting held on July 07, 2017 for a period of five consecutive years up to the conclusion of 22nd AGM, at a remuneration mutually agreed upon by the Board of Directors and Statutory Auditors. The Board of Directors at their meeting held on May 18, 2022, had considered and recommended re-appointment of M/s. S.R. Batliboi & Associates LLP as Statutory Auditors of the Company for a period of five consecutive years from the conclusion of the 22nd AGM basis the recommendation of Audit Committee. The shareholders'' had approved the recommended re-appointment of M/s. S.R. Batliboi & Associates LLP as Statutory Auditors of the Company for a period of five consecutive years commencing from the conclusion of the 22nd Annual General Meeting held in the year 2022 till the conclusion of the 27th Annual General Meeting to be held in the year 2027 on such remuneration plus applicable taxes and out of pocket expenses and remuneration for other certifications as may be mutually decided by the Board of Directors in consultation with the Statutory Auditors of the Company based on recommendation of the Audit Committee. Statutory Auditor''s Report The Auditor''s Report on the Financial Statements of the Company for the year ended March 31, 2025 is unmodified i.e., it does not contain any qualification, reservation or adverse remark. The Statutory Auditor''s Report is enclosed with the Financial Statements forming part of the Annual Report.
Secretarial Auditor	Pursuant to the provisions of Section 204 of the Act and Rules made thereunder, the Company had appointed M Siroya & Company, Practicing Company Secretaries, Mumbai bearing Membership Number: 5682 to undertake the Secretarial Audit of the Company for FY 24-25. 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 Board of Directors appointed Mr. Mukesh Siroya, M Siroya & Company, Practicing Company Secretaries, Mumbai, bearing Membership Number: 5682 as Secretarial Auditor to conduct the Secretarial Audit of the Company for FY 2024-25 and his Report 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.
Internal Auditor	Your Company has continued its engagement with M/s. Grant Thornton Bharat LLP, to conduct internal audit across the organization. We have also strengthened the in-house internal audit and compliance team to supplement and support the efforts of M/s. Grant Thornton Bharat LLP. Your Company conducted 6 (Six) meetings of the Audit Committee during the year under review.

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

Conservation of Energy	The Company being in the service industry does not have any power generation units and does not produce/ generate any renewable or conventional power. However, Company has taken all steps to conserve energy in the work places by using energy saving lamps at all work stations and educating the employees to conserve energy.
Technology	The Company being in Service Sector
Absorption	has adopted all new technology in terms of software and hardware for the better working and efficient reporting. The Company has an in house Information Technology team which constantly works on the adoption and implementation of new technology into the businesses of the Company.
Foreign	During the year under review, the
Exchange	Company on standalone basis has
Earnings and	incurred H 0.001 Crores towards
Outgo	expenditure in foreign currencies and earned NIL towards export of services.

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:

Sl. No	Members	Designation
1	Mr. Narayan	Chairman
	Ramachandran	(Lead Independent Director & Non-Executive Chairman)
2	Mr. Subramaniam	Member
	Somasundaram	(Independent Director)
3	Mr. Rajnarayan	Member
	Ramakrishnan	(Independent Director)
4	Mrs. Meenakshi	Member
	Nevatia	(Independent Director)
5	Mr. Mekin	Member
	Maheshwari	(Independent Director)
6	Mrs. Latika	Member
	Pradhan	(Independent Director)
7	Dr. V Raghunathan	Member (Independent Director)

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.

27. 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://fe189aae.delivery.rocketcdn.me/wp-content/
uploads/2021/04/3.-POLICY-ON-BOARD-DIVERSITYpdf.

28. 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:

Sl. No	Members	Designation
1	Mr. Mekin	Chairman
	Maheshwari	(Independent Director)
2	Mr. Rajnarayan	Member
	Ramakrishnan	(Independent Director)
3	Mr. Manish	Member
	Sabharwal	(Executive Vice Chairman & Whole Time Director)

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:

Long-term Fund-based Facilities	H 150.00 Crores	Rated ICRA A (Stable)
Long-term	H 38.00	Rated ICRA A (Stable)
- Non-	Crores
fund Based
Facilities

Bank loan H 195.00	Long-term rating of
rating for bank Crores	CRISIL A/Stable and
facilities	short-term rating of
	CRISIL A1 is assigned
	by CRISIL.

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
[email protected].

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.

Members	Numbers
No. of complaints received during the Financial Year 2024-25:	29
No. of complaints disposed off during the Financial Year 2024-25:	26
The number of cases pending for a period exceeding ninety days:	9*

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

---

Mar 31, 2024

The Directors have the pleasure in presenting the Twenty Fourth (24^th) Board 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, 2024 (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 Finan Particulars	cial Year 2023-24 is as under: Consolidated		H in Crores Standalone
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	9,321.53	7,870.00	8,440.80	6,876.17
Other Income	46.18	43.94	60.27	52.95
Total Income	9,367.71	7,913.94	8,501.07	6,929.12
Profit before finance cost, depreciation, amortisation and taxes	176.98	166.21	145.24	129.74
Depreciation and Amortisation	52.53	43.16	31.87	23.47
Profit before Finance Cost and Taxes	124.45	123.05	137.05	124.98
Finance Cost	10.23	5.69	8.19	4.76
Profit before share of profit/(loss) from Associates	-	-	NA	NA
Share of (loss)/ profit from associates	-	-	NA	NA
Exceptional Item	3.51	(2.33)	3.51	(2.33)
Profit before tax	117.73	115.03	108.69	99.18
Income Tax (credit)/expense	5.07	3.48	2.89	1.98
Net Profit for the year	112.66	111.55	105.80	97.20
Other Comprehensive Income/(Loss) for the year	(1.09)	1.27	(0.31)	0.17
Total Comprehensive Income for the year	111.57	112.82	105.49	97.37
Earnings Per Equity Share of H10 each:
-Basic & Diluted (in H)	66.65	65.12	62.87	56.85

3. Standalone and Consolidated Financial Statements

As mandated by the Ministry of Corporate Affairs, the Financial Statements for the year ended March 31, 2024, 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, 2024. 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:

The Company''s Revenue from Operations for the year ended March 31, 2024 on a Standalone Basis has increased to H 8,440.80 Crores from H 6,876.17 Crores during the previous year. The Company achieved an EBIDTA (excluding other income and exceptional items) of H 84.97 Crores during the current year as against the previous year EBIDTA (excluding other income and exceptional items) of H 76.79 Crores. The net profit after tax of the Company for the year ended March 31, 2024 was H 105.80 Crores as against the previous year profit after tax of H 97.20 Crores.

Consolidated Operations

The Company''s Revenue from Operations for the year ended March 31, 2024, on a Consolidated Basis has increased to H 9,321.53 Crores from H 7870.00 Crores during the previous year. The Company achieved an EBIDTA (excluding other income and exceptional items) of H 130.80 Crores during the current year as against the previous year EBIDTA (excluding other income exceptional items) of H 122.28 Crores. The net profit after tax of the Company for the year ended March 31, 2023 was H 112.66 Crores as against the previous year profit after tax of H 111.55 Crores.

Number of Associate Employees as on the date of closure of Financial Year of the Company was ~3,19,030 (including the NETAP Trainees of 44,800) as against the previous year Associate employees of ~2,82,450 (including the NETAP Trainees of 50,350).

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://group.teamlease. com/wp-content/uploads/2021/04/Dividend-Distribution-Policy.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

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:// group.teamlease.com/wp-content/uploads/2021/04/4.-TeamLease Policy for determining Material Subsidiaries-1.pdf.

The Company has five Subsidiaries and one Public-Private Partnership as on March 31, 2024. There are no material Subsidiaries of the Company for the Financial Year 2023-24.

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

1. TeamLease Foundation (formerly known as TeamLease Education Foundation) (TLF),

an initiative of the TeamLease Group was established 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 incorporated under the provisions of Companies Act, 2013 for the purpose of entering into the IT staffing business. TDPL

is wholly-owned Subsidiary of TeamLease Services Limited, which offers Tech Staffing Solutions across industries. In the current Financial Year Keystone Business Solutions Private Limited (Keystone) and I.M.S.I Staffing Private Limited (IMSI) have been merged with TeamLease Digital Private Limited (TDPL) through the scheme of merger approved by NCLT (Order dated January 04, 2024).

TDPL has emerged as one of the largest Tech Staffing & Solutions providers in the country and has hired 85,000 professionals since its inception (2016). We currently have more than 8,000 consultants working across more than 200 clients including some of the largest Fortune 500 companies.

With the purpose of ''Putting India to Work,'' we are committed to being part of the amazing growth story of our country. TDPL has been creating business impact for its clients by matching their needs with best resources available in the market, in a quick and cost-efficient way and having one of the best professional hiring engines in the staffing industry. A leadership team comprising industry veterans, sturdy finances, and a pan-

India presence, has made TDPL the preferred partner and a leader in the industry.

3. Team Lease HRTech Private Limited (formerly known as TeamLease E-Hire Private Limited (TL HRTech) 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 17.80K unique visits every day along with 607K visitors per month. It has a database of 2 Million resumes with over 54.60K resumes added every month, 3,054K followers on social media with 32,500K number of page views in a year. According to Similar Web''s report, the Company website boasts an impressive 88.46% share of the traffic in the Jobs and Employment categories, contributing significantly to our overall traffic. According to the report it has over 27K 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) 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, multireality, and analytics to offer personalized and effective learning to millions.

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, TL RegTech is a B2B RegTech (Regulatory Technology) Company in India currently with 298 Enterprise customers serving over 5500 locations across 29 states and 7 union territories in India across 30 different industries with State of the art cloud enabled SAAS (Software as a Service) Platform equipped with enterprise workflow and document management capabilities.

6. TeamLease 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 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.

Companies that ceased to be part of TeamLease during the year under review:

• Keystone Business Solutions Private Limited (Keystone) was incorporated under the provisions of Companies Act, 2013 and is engaged in the business of providing information technology staffing solutions and consulting. Keystone is a step down wholly owned Subsidiary of the Company through TDPL

• I.M.S.I Staffing Private Limited (IMSI) was

acquired by your Company on November 12, 2019 with an investment of 72.70% stake in equity and additional 21.24% stake was acquired by your Company on February 03, 2020. Further 6.06 % stake was acquired on July 24, 2021. IMSI is an IT Infra staffing Company. IMSI is a leader in providing specialized technical manpower for managing IT Infrastructure projects, hardware platforms, OS platforms, developing and maintaining enterprise software applications, networking, data management and storage and internet-web-mobile-cloud platforms. IMSI is one of the largest manpower outsourcing partners in IT Infra space in India. Over the past 20 years, they have built strong customer relationship and brand recall supported by reliable and efficient delivery engine.

During the year under review, I.M.S.I Staffing Private Limited (IMSI/Transferor Company 1) a Wholly Owned Subsidiary of TeamLease and Keystone Business Solutions Private Limited (Keystone/Transferor Company 2) a step down Wholly Owned Subsidiary of TeamLease were amalgamated into TeamLease Digital Private Limited (TDPL/Transferee), Wholly Owned Subsidiary of TeamLease vide NCLT Order dated January 04, 2024.

Performance and Financial Position of the Subsidiary Companies:

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 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 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 are also available on the website of the Company at https://group.teamlease. com/investor/financial-statement-of-subsidiaries/.

Subsidiary Companies Monitoring Framework

All the Subsidiary Companies 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 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, wherever applicable, are set out from pages 208 to 214 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 166 to 207 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 longterm shareholder value and respect minority rights in all our business decisions. Corporate Governance Report for Financial Year 2023-24 is set out in pages 114 to 165 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 notes to the Financial Statements, forming part of this Annual Report.

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

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

a. Board of Directors

Your Company''s Board of Directors comprises of two Executive Directors, seven Independent Directors and one Non-Executive and NonIndependent Director, including three Women Directors and the same is detailed in the Report on Corporate Governance, as set out in pages 114 to 165 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 and

• Stakeholders'' Relationship Committee.

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, 2024 is disclosed as under:

Sl. No	Members	Designation
1	Mrs. Latika	Chairperson
	Pradhan	(Independent Director)

Sl. No	Members	Designation
2	Dr. V. Raghunathan	Member (Independent Director)
3	Mr. Subramaniam Somasundaram	Member (Independent Director)
The Composition of Audit Committee with effect from May 22, 2024 is as below:
Sl. No	Members	Designation
1	Mr. Subramaniam Somasundaram	Chairman (Independent Director)
2	Mr. Narayan Ramachandran	Member (Lead Independent Director & NonExecutive Chairman)
3	Mr. Rajnarayan Ramakrishnan	Member (Independent Director)
4	Mrs. Meenakshi Nevatia	Member (Independent Director)
5	Mr. Mekin Maheshwari	Member (Independent Director)
6	Mrs. Latika Pradhan	Member (Independent Director)
7	Dr. V. Raghunathan	Member (Independent Director)

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 114 to 165 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:

Sl. No	Members	Designation
1	Mr. Manish	Whole Time Director
	Sabharwal	& Executive Vice Chairman
2	Mr. Ashok Reddy	Managing Director & CEO
3	Ms. Ramani Dathi	Chief Financial Officer
4	Ms. Alaka Chanda	Company Secretary & Compliance Officer

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, Ms. Rituparna Chakraborty (DIN: 07332241), Non-Executive and NonIndependent Director of the Company, retires by rotation at the forthcoming AGM and being eligible, offers herself for re-appointment. The details of Ms. Chakraborty are furnished in the Notice of the AGM. The Board recommends her 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:

a. 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) retired by rotation at the Twenty Third (23^rd) AGM held on September 15, 2023 and being eligible, offered himself for reappointment. The same was approved by the Members of the Company.

ii. Independent Directors:

a. Mr. Rajnarayan Ramakrishnan was appointed as an Independent Director of your Company for a tenure of 5 years commencing from November 08, 2023 based on recommendation of Nomination and Remuneration Committee of the Company. The same was placed for Shareholders'' approval vide Postal Ballot Notice dated November 08, 2023 and approved by the Shareholders on January 06, 2024.

b. Mr. Zarir Batliwala (DIN: 01028343), Independent Director of the Company, appointed on March 29, 2019, completed his first term on March 28, 2024. Mr. Zarir

Batliwala shall attain the age of seventy-five years on October 29, 2024. Mr. Batliwala had expressed his intent to not proceed with his re-appointment as an Independent Director for the second term owing to Regulation 17(1A) of SEBI LODR Regulations, 2015, in alignment with good governance practices, followed and promoted by TeamLease.

iii. Key Managerial Personnel(s) (KMP(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

The Company has not paid any commission to any of its Directors. 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/remuneration to any of the Directors of the Company.

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:

Sl. No.	Director	Designation	Date of Registration	Validity of Registration**	Online Proficiency Test Requirement	Status of Online Proficiency Test
1	Mr. Narayan Ramachandran	(Non- Executive Chairman and Lead Independent Director)	03/01/2020	02/01/2025	Voluntary
2	Mr. Manish Sabharwal	(Whole Time Director & Executive Vice Chairman)	27/02/2020	26/02/2025	Voluntary
3	Mr. Ashok Reddy	(Managing Director & CEO)	Exempted	-	Exempted	-
4	Mrs. Latika Pradhan	(Independent Director)	20/12/2019	19/12/2024	Mandatory	Successfully qualified on Dec 03, 2020
5	Mr. Rajnarayan Ramakrishnan	(Independent Director)	14/09/2023	13/09/2024	Mandatory	Will be attended before the due date
6	Dr. V. Raghunathan	(Independent Director)	23/12/2019	22/12/2024	Voluntary	-
7	Mrs. Meenakshi Nevatia	(Independent Director)	06/07/2021	05/07/2026	Mandatory	Successfully qualified on July 11, 2021
8	Mr. Mekin Maheshwari	(Independent Director)	10/04/2021	09/04/2026	Mandatory	Successfully qualified on May 04, 2021
9	Mr. Subramaniam Somasundaram	(Independent Director)	14/07/2021	Lifetime	Exempted	-
10	Ms. Rituparna Chakraborty*	(Non-Executive & Non-Independent Director)	11/04/2023	Lifetime	Voluntary
* Ms. Rituparna Chakraborty''s role transitioned from Executive Director to Non-Executive Non-Independent Director of the Company w.e.f. June 01,2023.
**The Independent Directors will be re-registered with IICA on			expiry of current validity period of registration.

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 2023-24 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 22, 2024 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 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.

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 2023-24 met Five (5) 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 114-165 of this Annual Report.

Board Retreat

The Company organises Board retreat meeting of two days 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 two days of 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 2023-24, the Board retreats were held in November 2023 from 18^th to 20^th at Marwar, in the state of Rajasthan and in March 2024 from 22^nd to March 23^rd at "Janpriya'','' 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.

18. Auditors
	As per the provisions of Section 139 of the Companies Act, 2013, M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (FRN: 101049W/E300004), Bangalore were appointed as Statutory Auditors of the Company in the Annual General Meeting held on July 07, 2017 for a period of five consecutive years up to the conclusion of 22nd AGM, at a remuneration mutually agreed upon by the Board of Directors and Statutory Auditors.
Statutory Auditor	The Board of Directors at their meeting held on May 18, 2022 had considered and recommended re-appointment of M/s. S.R. Batliboi & Associates LLP as Statutory Auditors of the Company for a period of five consecutive years from the conclusion of the 22nd AGM basis the recommendation of Audit Committee. The shareholders'' had approved the recommended re-appointment of M/s. S.R. Batliboi & Associates LLP as Statutory Auditors of the Company for a period of five consecutive years commencing from the conclusion of the 22nd Annual General Meeting held in the year 2022 till the conclusion of the 27th Annual General Meeting to be held in the year 2027 on such remuneration plus applicable taxes and out of pocket expenses and remuneration for other certifications as may be mutually decided by the Board of Directors in consultation with the Statutory Auditors of the Company based on recommendation of the Audit Committee.
	Statutory Auditor''s Report
	The Auditor''s Report on the Financial Statements of the Company for the year ended March 31, 2024 is unmodified i.e., it does not contain any qualification, reservation or adverse remark. The Statutory Auditor''s Report is enclosed with the Financial Statements forming part of the Annual Report.
	Pursuant to the provisions of Section 204 of the Act and Rules made thereunder, the Company had appointed M Siroya & Company, Practicing Company Secretaries, Mumbai bearing Membership Number: 5682 to undertake the Secretarial Audit of the Company for FY 23-24.
Secretarial Auditor	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 Board of Directors appointed Mr. Mukesh Siroya, M Siroya & Company, Practicing Company Secretaries, Mumbai, bearing Membership Number: 5682 as Secretarial Auditor to conduct the Secretarial Audit of the Company for FY 2023-24 and his Report 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.
Internal Auditor	Your Company has continued its engagement with M/s. Grant Thornton Bharat LLP, to conduct internal audit across the organization. We have also strengthened the in-house internal audit and compliance team to supplement and support the efforts of M/s. Grant Thornton Bharat LLP. Your Company conducted 4 (Four) meetings of the Audit Committee during the year under review.

Secretarial Compliance Report of TeamLease Services Limited for the year ended March 31, 2024

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://group.teamlease.com/wp-content/uploads/ 2024/05TeamLeaseAnnualSecretarialCompliance Report31032024.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 2023-24 till the date of this Report, which would materially impact the financial position of your Company.

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

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

NIL

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

NIL

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

Conservation of Energy	The Company being in the service industry does not have any power generation units and does not produce/ generate any renewable or conventional power. However, Company has taken all steps to conserve energy in the work places by using energy saving lamps at all work stations and educating the employees to conserve energy.
Technology	The Company being in Service Sector
Absorption	has adopted all new technology in terms of software and hardware for the better working and efficient reporting. The Company has an in house Information Technology team which constantly works on the adoption and implementation of new technology into the businesses of the Company.
Foreign	During the year under review, the
Exchange	Company on standalone basis
Earnings and	has incurred H0.01 Crores towards
Outgo	expenditure in foreign currencies and earned NIL towards export of services.

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 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 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, 2024 are as below:

Sl. No.	Members	Designation
1	Mr. Subramaniam Somasundaram	Chairman (Independent Director)
2	Mr. Ashok Reddy	Member (Managing Director & CEO)
3	Mrs. Latika Pradhan	Member (Independent Director)
4	Mr. Zarir Batliwala	Member (Till January 30, 2024) (Independent Director)
5	Dr. V. Raghunathan	Member (Independent Director)
6	Mr. Mekin Maheshwari	Member (Independent Director)
7	Mrs. Meenakshi Nevatia	Member (Independent Director)
8	Ms. Rituparna ChakrabortyA	Member (Non-Executive Director)
9	Mr. Rajnarayan Ramakrishnan	Member (With effect from January 31, 2024) (Independent Director)

Notes:

^AMs. Rituparna'' Chakraborty''s role transitioned from Executive Director to Non-Executive Non-Independent Director of the Company w.e.f. June 01, 2023,

The Composition of Risk Management Committee with effect from May 22, 2024 is as below:

Sl. No.	Members	Designation
1	Mr. Narayan Ramachandran	Chairman (Lead Independent Director & Non-Executive Chairman)
2	Mr. Subramaniam Somasundaram	Member (Independent Director)
3	Mr. Rajnarayan Ramakrishnan	Member (Independent Director)
4	Mrs. Meenakshi Nevatia	Member (Independent Director)
5	Mr. Mekin Maheshwari	Member (Independent Director)
6	Mrs. Latika Pradhan	Member (Independent Director)
7	Dr. V Raghunathan	Member (Independent Director)

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, 2024, 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.

27. 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://group.teamlease.com/wp-content/ uploads/2021/04/3.-POLICY-ON-Board-DIVERSITY.pdf.

28. 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:

Sl. No.	Members	Designation
1	Mr. Mekin	Chairman
	Maheshwari	(Independent Director)
2	Mr. Rajnarayan	Member
	Ramakrishnan	(Independent Director)
3	Mr. Manish	Member
	Sabharwal	(Executive Vice Chairman & Whole Time Director)

Notes:

1. Dr. V Raghunathan and Mrs. Latika Pradhan have ceased to be Members of the Corporate Social Responsibility Committee with effect from March 23, 2024.

2. Mr, Rajnarayan Ramakrishnan and Mr. Manish Sabharwal have been appointed as Members of the Corporate Social Responsibility Committee with effect from March 23,2024.

3. Mr. Mekin Maheshwari transitioned to the role of Chairman of the Committee with effect from March 23, 2024.

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-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 totalling to a sum of H 15726 Lakhs towards CSR. Out of the amount of H 15726 Lakhs that has been spent this Financial Year on CSR, H 132.88 Lakhs was contributed towards Research Initiatives of National Council of Applied Economic Research and the balance amount of H 24.38 Lakhs 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 2023-24 is set out in pages 166-207 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:// group.teamlease.com/wp-content/uploads/2024/04/ 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 2023-24 and they are as below:

Long-term Fund-based Facilities	H 150.00 Crores	Rated ICRA A (Stable)
Long-term -	H 18.00	Rated ICRA A
Non-fund Based Facilities	Crores	(Stable)
Short-term -Unallocated Limits	H 10.00 Crores	Rated ICRA A1
Bank loan rating for	H 195.00	Long-term rating of
bank facilities	Crores	CRISIL A/Stable and short-term rating of CRISIL A1 is assigned by CRISIL.

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, 2024.

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, 2024, 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, 2024 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, 2024, the Authorized Share Capital of the Company is H 2,330.00 Lakhs and Paid-up Share Capital is H 1,676.89 Lakhs. There was change in the paid up share capital of the Company during the year under review pursuant to Buyback of Shares.

The Buyback was offered to all Equity Shareholders of the Company (including the Promoters, the Promoter Group and Persons in Control of the Company) under the Tender offer route through the Stock Exchange. The Buyback of Equity Shares through the Stock Exchange commenced on May 12, 2023 and was completed on May 25, 2023. During this Buyback period the Company had

purchased and extinguished a total of 3,27,869 Equity Shares from the Stock Exchange at a volume weighted average buyback price of ? 3,050/- per Equity Share comprising 1.92% of the pre buyback paid-up equity share capital of the Company. The following Promoters had participated in the Buyback and they tendered Equity Shares as detailed below in compliance with the terms of the Buyback or as permitted under applicable law:

Sl. Name of Promoter No.	Number of Equity Shares held as on the Date of Board Meeting and the Postal Ballot Notice	Number of Equity Shares tendered
1 NED CONSULTANTS LLP	11,96,997	42,000
2 HR OFFSHORING VENTURES PTE LTD	40,58,876	77,836
Total	53,87,615	1,19,836

The entire Buyback process was completed, and 3,27,869 Equity Shares were extinguished with effect from June 12, 2023.

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.

A2. Ms. Arati Menon''s Shareholding has been reclassified from "Promoter Group" Category to "Public" Category vide approval of the Stock Exchanges dated February 15, 2024.

A3. Non-Executive Director, Ms. Rituparna Chakraborty held 89,076 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, 2024.

B. Buy Back of Securities

The Shareholders approved the proposal of Buyback of Equity Shares recommended by the Board of Directors by way of E-Voting on the Postal Ballot, the results of which were declared on March 16, 2023. The Buyback was offered to all Equity Shareholders of the Company (including the Promoters, the Promoter Group and Persons in Control of the Company) under the Tender offer route through the Stock Exchange. The Buyback of Equity Shares through the Stock Exchange commenced on May 12, 2023 and was completed on May 25, 2023. During this Buyback period the Company had purchased and extinguished a total of 3,27,869 Equity Shares from the Stock Exchange at a volume weighted average buyback price of T 3,050/- per Equity Share comprising 1.92% of the pre buyback paid-up equity share capital of the Company. The following Promoters had participated in the Buyback and they tendered Equity Shares as detailed below in compliance with the terms of the Buyback or as permitted under applicable law:

Sl. Name of Promoter No.	Number of Equity Shares held as on the Date of Board Meeting and the Postal Ballot Notice	Number of Equity Shares tendered
1 NED CONSULTANTS LLP	11,96,997	42,000
2 HR OFFSHORING VENTURES PTE LTD	40,58,876	77,836
Total	53,87,615	1,19,836

The entire Buyback process was completed, and 3,27,869 Equity Shares were extinguished with effect from June 12, 2023.

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, 2024, the ESOP Trust held 6,050 Equity Shares of the Company. During the year ended March 31, 2024 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 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 [email protected].

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.

Particulars	Numbers
No. of complaints pending at the beginning of the Financial Year 2023-24:	2
No. of complaints received during the Financial Year 2023-24:	19
No. of complaints disposed off during the Financial Year 2023-24:	18
No. of complaints pending at the end of the Financial Year 2023-24:	3*

*The number of cases pending as on March 31,2024 were attended and resolved within the specified time period provided in Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redr ess a!) Act, 2013

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 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.

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, 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.

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 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).

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 Mr. Ashok Reddy, Managing Director of the Company affirming the compliance with the Code of Conduct of the Company for the Financial Year 2023-24 as set out in Corporate Governance Report in pages 114-165 of this Annual Report.

48. 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.

49. MOA & AOA

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

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 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, 2023 to March 31, 2024 (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 215-326 of this Integrated Annual Report.

52. 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.

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Mar 31, 2023

The Directors have the pleasure in presenting the Twenty Third (23^rd) Annual 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, 2023 (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 2022-23 is as under:

Rs. in Lakhs
Particulars	Consolidated		Standalone
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	7,86,999.75	6,47,982.31	6,87,617.59	5,64,033.82
Other Income	4,394.56	1,972.63	5,294.73	3,250.96
Total Income	7,91,394.31	6,49,954.94	6,92,912.32	5,67,284.78
Profit before finance cost, depreciation, amortisation and taxes	16,621.13	16,209.57	12,973.29	11,803.25
Depreciation and Amortisation	4,315.74	4,078.66	2,346.70	1,821.17
Profit before Finance Cost and Taxes	12,305.39	12,130.91	10,626.59	9,982.08
Finance Cost	569.14	396.59	475.90	357.76
Profit before share of profit/(loss) from Associates	11,736.25	11,734.32	10,150.69	9,624.32
Share of (loss)/ profit from associates	-	-	NA	NA
Exceptional Item	(232.83)	(7,177.87)	(232.83)	(7,192.93)
Profit before tax	11,503.42	4,556.45	9,917.86	2,431.39
Income Tax (credit)/expense	348.44	610.99	198.24	181.76
Net Profit for the year	11,154.98	3,945.46	9,719.62	2,249.63
Other Comprehensive Income/(Loss) for the year	126.87	(12.62)	17.31	4.46
Total Comprehensive Income for the year	11,281.85	3,932.84	9,736.93	2,254.09
Earnings Per Equity Share of H10 each:
-Basic & Diluted (in H)	65.12	22.48	56.85	13.16

3. Standalone and Consolidated Financial Statements

As mandated by the Ministry of Corporate Affairs, the Financial Statements for the year ended March 31, 2023, 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, 2023. 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, 2023 on a Standalone Basis has increased to H 6,87,61759 Lakhs from H 5,64,033.82 Lakhs during the previous year. The Company achieved an EBIDTA (excluding other income and exceptional items) of H 7,678.56 Lakhs during the current year as against the previous year EBIDTA (excluding other income and exceptional items) of H 8,552.29 Lakhs. The net profit after tax of the Company for the year ended March 31, 2023 was H 9,719.62 Lakhs as against the previous year profit after tax of H 2,249.63 Lakhs.

Consolidated Operations

The Company''s Revenue from Operations for the year ended March 31, 2023, on a Consolidated Basis has increased to H 7,86,999.75 Lakhs from H 6,47,982.31 Lakhs during the previous year. The Company achieved an EBIDTA (excluding other income and exceptional items) of H 12,226.57 Lakhs during the current year as against the previous year EBIDTA (excluding other income exceptional items) of H 14,236.94 Lakhs. The net profit after tax of the Company for the year ended March 31, 2023 was H 11,154.98 Lakhs as against the previous year profit after tax of H 3,945.46 Lakhs.

Number of Associate Employees as on the date of closure of Financial Year of the Company was ~282,450 (including the NETAP Trainees of 50,350) as against the previous year Associate employees of ~285,230 (including the NETAP Trainees of 81,110).

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 as the lockdown unfolds 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://group.teamlease. com/wp-content/uploads/2020/11/TeamLease Dividend Distribution Policy.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

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://group. teamlease.com/wp-content/uploads/2020/11/TeamLease Policy for determining Material Subsidiaries-1.pdf. The

Company has seven direct and indirect subsidiaries and one Public-Private Partnership as on March 31, 2023. There are no material subsidiaries of the Company for the Financial Year 2022-23.

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

Subsidiaries:

1. TeamLease Education Foundation (TLEF).

2. TeamLease Digital Private Limited (TDPL).

3. Keystone Business Solutions Private Limited (Keystone).

4. TeamLease HRTech Private Limited (Formerly

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

5. I.M.S.I Staffing Private Limited (IMSI).

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

7. TeamLease RegTech Private Limited (Formerly

known as Avantis Regtech Private Limited) (TL RegTech).

Public-Private Partnership

8. TeamLease Skills University (TLSU).

Brief Details of Subsidiaries and Public Private

owned concerns of TeamLease are as below:

1. TeamLease Education Foundation (TLEF),

an initiative of the TeamLease Group was established with a vision to create sustainable impact on the lives of underprivileged and underserved communities by empowering them through skilling initiatives. TLEF 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. TLEF 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, TLEF''s portfolio of skilling initiatives include skilling and training programs in the BFSI, Mining, 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 incorporated under the provisions of Companies Act, 2013 for the purpose of entering into the IT staffing business. TDPL is wholly-owned subsidiary of TeamLease Services Limited, which offers Tech Staffing Solutions across industries. It has emerged as one of the largest Tech Staffing & Solutions providers in the country and has hired 80,000 professionals since its inception (2016). We currently have more than 10,000 consultants working with more than 200 clients including some of the largest Fortune 500 companies.

With the purpose of ''Putting India to Work; we are committed to being part of the amazing growth story of our country. TeamLease Digital has been creating business impact for its clients by matching their needs with best resources available in the market, in a quick and cost-efficient way and having one of the best professional hiring engines in the staffing industry. A leadership team comprising industry veterans, sturdy finances, and a pan-India presence, has made TeamLease Digital the preferred partner and a leader in the industry.

3. Keystone Business Solutions Private Limited (Keystone) was incorporated under the provisions of Companies Act, 2013 and is engaged in the business of providing information technology staffing solutions and consulting. Keystone is a step down wholly-owned subsidiary of the Company through TDPL.

4. TeamLease HRTech Private Limited (Formerly known as TeamLease E-Hire Private Limited (TL HRTech) 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 1 Million unique visits every month. It has a database of 2 Million resumes with over 100 Thousand resumes added every month. Freshersworld dominates its competitors in fresher hiring segment with an organic traffic of over 90% and is ranked among the Top 5 hiring portals in India in terms of traffic (per Alexa). It has over 100 thousand registered employers/ recruiters with 5,000 subscribed customers and conducts 20-24 virtual recruitment drives every month. Freshersworld is one of the very few online portals with positive margins and operating cashflows.

5. I.M.S.I Staffing Private Limited (IMSI) was acquired by your Company on November 12, 2019 with an investment of 72.70% stake in equity and additional 21.24% stake was acquired by your Company on February 03, 2020. Further 6.06 % stake was acquired on July 24, 2021. IMSI is an IT Infra staffing company. IMSI is a leader in providing specialized technical manpower for managing IT Infrastructure projects, hardware platforms, OS platforms, developing and

maintaining enterprise software applications, networking, data management and storage and internet-web-mobile-cloud platforms. IMSI has over 1795 associates deployed on 25 pan India projects with revenue of H 6477.81 Lakhs and PBT of H 331.34 Lakhs, for the current financial year. IMSI is one of the largest manpower outsourcing partners in IT Infra space in India. Over the past 20 years, they have built strong customer relationship and brand recall supported by reliable and efficient delivery engine.

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

7 TeamLease Regtech Private Limited (Formerly known as Avantis Regtech Private Limited (TL RegTech) is a Subsidiary of your Company. Established in October 12, 2018, TL RegTech is a B2B RegTech (Regulatory Technology) Company in India currently with 225 Enterprise customers serving over 5500 locations across 29 states and 7 union territories in India across 30 different industries with State of the art cloud enabled SAAS (Software as a Service) Platform equipped with enterprise workflow and document management

capabilities.

8. TeamLease Skills University (TLSU), a

Public-Private Partnership, with the Government of Gujarat, was among the few Universities selected by the United Kingdom Education Research Initiative (UKERI). In terms of the said initiative, the University has received grants that are to be utilized for faculty development.

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 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 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 are also available on the website of the Company at https://group.teamlease.com/investor/ financial-statement-of-subsidiaries/.

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, wherever applicable, are set out from pages 203 to 211 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 165 to 202 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 longterm shareholder value and respect minority rights in all

our business decisions. Corporate Governance Report for Financial Year 2022-23 is set out in pages 115 to 164 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 notes to the Financial Statements, forming part of this Annual Report.

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

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

a. Board of Directors

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 115 to 164 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 and

• Stakeholders'' Relationship Committee.

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 is disclosed as under:

Sl. No.	Members	Designation
1	Mrs. Latika Pradhan	Chairperson (Independent Director)
2	Dr. V. Raghunathan	(Independent Director) Member
3	Mr. Subramaniam Somasundaram	(Independent Director) Member

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 along with their composition, number of meetings and attendance at the meeting as set out in Report on Corporate Governance, in pages 115 to 164 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:

Sl. No.	Name of the KMP(s)	Designation
1	Mr. Manish Sabharwal	Whole Time Director & Executive Vice Chairman
2	Mr. Ashok Reddy	Managing Director & CEO
3	Ms. Ramani Dathi	Chief Financial Officer
4	Ms. Alaka Chanda	Company Secretary and Compliance Officer

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), Whole Time Director and Executive Vice Chairman of the Company, retires by rotation at the forthcoming AGM and being eligible, offers himself for re-appointment. The details of Mr. Manish 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.

i. Executive Directors:

a. 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 Second (22^nd) AGM held on September 16, 2022 and being eligible, offered himself for reappointment. The same was approved by the Members of the Company.

b. Mr. Manish Sabharwal was redesignated as Executive Vice Chairman of the Company with effect from July 28, 2021. His term was valid till March 31, 2022.Re-appointment of Mr. Manish Sabharwal (DIN: 00969601), as Executive Vice Chairman and Whole Time Director for a tenure of 5 years was approved by the Board on January 25, 2022 based on recommendation of Nomination and Remuneration Committee of the Company, effective from April 01, 2022 to March 31, 2027. The same was placed for Shareholders'' approval at the Twenty Second (22^nd) AGM on September 16, 2022 and was duly approved.

c. Ms. Rituparna Chakraborty was appointed as an Executive Director (Additional) of your Company for a tenure of 5 years commencing from May 18, 2022 based on recommendation of Nomination and Remuneration Committee of the Company. The same was placed for Shareholders'' approval at the Twenty Second (22^nd) AGM on September 16, 2022 and was duly approved.

d. Ms. Rituparna Chakraborty bearing DIN: 07332241 had submitted her Resignation from the position of Executive Director of the Company on March 28, 2023 and had consented to continue as a Non-Executive, Non Independent Director, liable to retire by rotation on the Board of the Company, after cessation as Executive Director, with effect from June 01, 2023, subject to the requisite approvals, if any.

No changes during the year under review for Independent Directors.

Key Managerial Personnel(s) (KMP(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

The Company has not paid any commission to any of its Directors. 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/remuneration to any of the Directors of the Company.

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.

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, this year the evaluation process was automated and implemented with help of an external service provider "Fidem Smart Board - Potentia Group'','' (https://potentia.in/) 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 2022-23 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 18, 2022 to assess the performance of the Board and committees as a whole and for the assessment of Executive Vice Chairman, Executive Director and 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.

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 2022-23 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 115 to 164 of this Annual Report.

18. Auditors

a. Statutory Auditors

As per the provisions of Section 139 of the Companies Act, 2013, M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (FRN: 101049W/E300004), Bangalore were appointed as Statutory Auditors of the Company in the Annual General Meeting held on July 07, 2017 for a period of five consecutive years up to the conclusion of 22^nd AGM, at a remuneration mutually agreed upon by the Board of Directors and Statutory Auditors.

The Board of Directors at their meeting held on May 18, 2022 had considered and recommended reappointment of M/s. S.R. Batliboi & Associates LLP as Statutory Auditors of the Company for a period of five consecutive years from the conclusion of the 22^nd AGM basis the recommendation of Audit Committee. The shareholders'' had approved the recommended re-appointment of M/s. S.R. Batliboi & Associates LLP as Statutory Auditors of the Company for a period of five consecutive years commencing from the conclusion of the 22^nd Annual General Meeting held in the year 2022 till the conclusion of the 27^th Annual General Meeting to be held in the year 2027 on such remuneration plus applicable taxes and out of pocket expenses and remuneration for other certifications as may be mutually decided by the Board of Directors in consultation with the Statutory Auditors of the Company based on recommendation of the Audit Committee.

Statutory Auditor''s Report

The Auditor''s Report on the Financial Statements of the Company for the year ended March 31, 2023 is unmodified i.e., it does not contain any qualification, reservation or adverse remark. The Auditors'' Report is enclosed with the Financial Statements forming part of the Annual Report.

b. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and Rules made thereunder, the Company had appointed M Siroya & Company, Practicing Company Secretaries, Mumbai bearing Membership Number: 5682 to undertake the Secretarial Audit of the Company for FY 22-23.

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 Board of Directors appointed Mr. Mukesh Siroya, M Siroya & Company, Practicing Company Secretaries, Mumbai, bearing Membership Number: 5682 as Secretarial Auditor to conduct the Secretarial Audit of the Company for FY 2022-23 and his Report is annexed to this Board

Report as Annexure III.

There are no disqualifications, reservations, adverse remarks or disclaimers in the secretarial auditor''s report, except that Mr. Manish Sabharwal was reappointed as Whole Time Director and Executive Vice Chairman of the Company w.e.f. April 1, 2022 and Ms. Rituparna Chakraborty was appointed as an Additional Director (Executive) of the Company w.e.f. May 18, 2022. Pursuant to Regulation 17(1C) of the SEBI LODR, the approval of shareholders was required to be taken within three months of the appointment/re-appointment. However, the approval of the shareholders were obtained at the Annual General Meeting (AGM) held on September

16, 2022. The Company has requested NSE and BSE on September 26, 2022 seeking condonation of delay in obtaining requisite shareholders'' approval. The advice from BSE and NSE is awaited.

The Board of Directors at their meeting held on May

17, 2023, has appointed Mr. Mukesh Siroya, M Siroya & Company, Practicing Company Secretaries, Mumbai, bearing Membership Number: 5682 as the Secretarial Auditor for FY 2023-24.

c. Internal Auditors and Internal Audit System

Your Company has continued its engagement with M/s. Grant Thornton Bharat LLP, to conduct internal audit across the organization. We have also strengthened the in-house internal audit and compliance team to supplement and support the efforts of M/s. Grant Thornton Bharat LLP. Your Company conducted 4 (Four) meetings of the Audit Committee during the year under review.

d. Secretarial Compliance Report of TeamLease Services Limited for the year ended March 31, 2023

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 the exchange within sixty days of the end of the year. The same was submitted to the Stock Exchange(s) within the stipulated date and a copy of the same is hosted at our website at https:// group.teamlease.com/wp-content/uploads/2023/05/ TeamLeaseSecretarialComplianceReportFY23.pdf.

e. 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, the following observation was reported by the Secretarial Auditors in MR-3, save and except disclaimer made by them in discharge of their professional obligation.

Mr. Manish Sabharwal was re-appointed as Whole Time Director and Executive Vice Chairman of the Company w.e.f. April 1, 2022 and Ms. Rituparna Chakraborty was appointed as an Additional Director (Executive) of the Company w.e.f. May 18, 2022. Pursuant to Regulation 17(1C) of the SEBI LODR, the approval of shareholders was required to be taken within three months of the appointment/ re-appointment. However, the approval of the shareholders were obtained at the Annual General Meeting (AGM) held on September 16, 2022. The Company has requested NSE and BSE on September 26, 2022 seeking condonation of delay in obtaining requisite shareholders'' approval. The advice from BSE and NSE is awaited.

In this regard, Board hereby explains that the Company has requested NSE and BSE on September 26, 2022 seeking condonation of delay in obtaining requisite Shareholders'' approval. The advice from BSE and NSE is awaited. However so far, no demand for fines/penalties or show cause notice have been received from the Regulatory Bodies.

f. 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.

g. 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.

h. 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.

i. Maintenance of Cost Records

The Company is not required to maintain cost records as specified by the Central Government under subsection (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.

The following changes and commitments have occurred after the closure of the Financial Year 2022-23 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 paid up capital of the Company has reduced from H 17,09,67690 to H 16,76,89,000 on account of Buyback of 3,27,869 Equity Shares by the Company.

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

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

NIL

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

NIL

21. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
Conservation of Energy	The Company being in the service industry does not have any power generation units and does not produce/ generate any renewable or conventional power. However, Company has taken all steps to conserve energy in the work places by using energy saving lam ps at all work stations and educating the employees to conserve energy.
Technology Absorption	The Company being in Service Sector has adopted all new technology in terms of software and hardware for the better working and efficient reporting. The Company has an in house Information Technology team which constantly works on the adoption and implementation of new technology into the businesses of the Company.
Foreign Exchange Earnings and Outgo	During the year under review, the Company on standalone basis has incurred H 24.66 Lakhs towards expenditure in foreign currencies and earned Nil Lakhs towards export of services.

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 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 link https:// aroup.teamlease.com/wp-content/uploads/2021/04/ TeamLease-Whistle-Blower-Viail-Mechanism-Policv.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.

Sl. No.	Members	Designation
1	Mr. Subramaniam Somasundaram	Chairman Independent Director
2	Mr. Ashok Reddy	Member Executive Director
3	Mrs. Latika Pradhan	Member Independent Director
4	Mr. Zarir Batliwala	Member Independent Director
5	Dr. V. Raghunathan	Member Independent Director
6	Mr. Mekin Maheshwari	Member Independent Director
7	Mrs. Meenakshi Nevatia	Member Independent Director
8	Ms. Rituparna Chakraborty*	Member Non-Executive Director
Notes:

^Resigned from the position of Executive Director of the Company w.e.f. the closing of business hours on May 31, 2023, and continuing as a NonExecutive Director w.e.f. June 01, 2023 vide letter dated March 28, 2023.

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, 2023, 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.

27. 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://aroup.teamlease.com/wp-content/ uploads/2020/11/POLICY-ON-BOARD-DIVERSITY.pdf.

28. 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:

Sl. No.	Members	Designation
1	Dr. V. Raghunathan	Chairman Independent Director
2	Mrs. Latika Pradhan	Member Independent Director
3	Mr. Mekin Maheshwari	Member Independent Director

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/ investor/teamlease-corporate-social-responsibilitv-policv/.

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 147.24 Lakhs towards CSR. The entire amount of H 147.24 Lakhs has been spent this Financial Year on CSR towards Research Initiatives of National Council of Applied Economic Research.

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:// aroup.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 2022-23 is set out in pages 165 to 202 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://group.teamlease. com/wp-content/uploads/2021/04/TeamLease-Policy-on-Related-Party-Transaction.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-report/.

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 2022-23 and they are as below:

Line of Credit Long-term outstanding rating of ICRA of TeamLease A and short-term outstanding rating of Services ICRA A1 for H 158.00 Crores LOC and a

Limited (LOC) long-term rating of ICRA A and short-for H 178.00 term rating of ICRA A1 to the additional Crores limit of H 20.00 Crores is assigned by

ICRA Limited.

The Outlook on the long-term rating continues to be Stable.

Bank loan rating Long-term rating of CRISIL A/Stable and for H 195 Crores short-term rating of CRISIL A1 is assigned bank facilities by CRISIL.

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, 2023.

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, 2023, 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, 2023 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

a. Share Capital

As on March 31, 2023, the Authorized Share Capital of the Company is H 2,330.00 Lakhs and Paid-up Share Capital is H 1,709.68 Lakhs. There was no change in the paid up share capital of the Company during the year under review. 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 buy-back 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 1,09,186 Shares, Mr. Narayan Ramachandran; Non-Executive Chairman and Lead Independent Director held 10,000 Shares and Mr. Subramaniam Somasundaram; Independent Director held 57 Shares in the Company during the year ended March 31, 2023.

*Resigned from the position of Executive Director of the Company w.e.f, the closing of business hours on May 31, 2023, and continuing as a NonExecutive Director w.e.f. June 01, 2023 vide letter dated March 28, 2023.

b. Buy Back of Securities

The Shareholders'' approved the proposal of Buyback of Equity Shares recommended by the Board of Directors by way of e-voting on the Postal Ballot, the results of which were declared on March 16, 2023. The Buyback was offered to all Equity Shareholders of the Company (including the Promoters, the Promoter Group and Persons in Control of the Company) under the Tender offer route through the Stock Exchange. The Buyback of Equity Shares through the Stock Exchange commenced on May 12, 2023 and was completed on May 25, 2023. During this Buyback period the Company had purchased and extinguished a total of 3,27,869 Equity Shares from the Stock Exchange at a volume weighted average buyback price of ?3,050/- per Equity Share comprising 1.92% of the pre buyback paid-up equity share capital of the Company. The following Promoters had participated in the Buyback and they tendered Equity Shares as detailed below in compliance with the terms of the Buyback or as permitted under applicable law:

Sl. Name of Promoter No.	Number of Equity Shares held as on the Date of Board Meeting and the Postal Ballot Notice	Number of Equity Shares tendered
1 NED CONSULTANTS LLP	11,96,997	42,000
2 HR OFFSHORING VENTURES PTE LTD	40,58,876	77,836
Total	53,87,615	1,19,836

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, 2023, the ESOP Trust held 8,466 Equity Shares of the Company. During the year ended March 31, 2023 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; and : NIL

(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 : 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://aroup.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 [email protected].

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.

Particulars Numbers

No. of complaints pending at the beginning 0 of the Financial Year 2022-23:

No. of complaints received during the 13 Financial Year 2022-23:

No. of complaints disposed off during the 9 Financial Year 2022-23:

No. of complaints pending at the end of the 4* Financial Year 2022-23:

*The number of cases pending as on March 31, 2023 were attended and resolved within the specified time period provided in Prevention of Sexual Harrasment Act.

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 Company https://aroup.teamlease.com/investor/ policies-and-guidelines/paae/2/#section.

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, 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.

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 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).

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 Mr. Ashok Reddy, Managing Director of the Company affirming the compliance with the Code of Conduct of the Company for the Financial Year 2022-23 as set out in Corporate Governance Report in pages 115 to 164 of this Annual Report.

48. 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.

49. MOA & AOA

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

50. Cautionary Statement

Statements in this Directors'' 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 Report

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 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.

52. Acknowledgements

Your Directors sincerely thank the various 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.

---

Mar 31, 2018

Dear Shareholders,

The Directors have the pleasure in presenting the Eighteenth (18^th) Annual Report of your Company on business and operations along with the audited Standalone and Consolidated Financial Statements and the Auditor’s Report for the year ended March 31, 2018. Consolidated performances of the Company, its subsidiaries and associate companies have been referred to wherever required.

Financial Highlights

Rs. in Lakhs

Particulars	Consolidated		Standalone
	2017-18	2016-17	2017-18	2016-17
Revenue from Operations	362,411.54	304,129.41	344,074.08	299,025.35
Other Income	1,563.39	2,166.87	2,438.05	2,337.41
Total Income	363,974.93	306,296.28	346,512.13	301,362.76
Profit before finance cost, depreciation, amortisation and taxes	8,441.62	5,870.77	7,545.42	5,374.37
Depreciation and Amortisation	915.84	610.47	372.34	398.94
Profit before Finance Cost and Taxes	7,525.78	5,260.30	7,173.08	4,975.43
Finance Cost	246.67	109.71	110.22	88.68
Profit before share of profit/(loss) from associates	7,279.11	5,150.59	7,062.86	4,886.75
Share of (loss)/ profit from associates	(25.74)	-	NA	NA
Profit before tax	7,253.37	5,150.59	7,062.86	4,886.75
Income Tax (credit)/expense	(92.22)	(606.45)	(192.84)	(67.60)
Net Profit for the year	7,345.59	5,757.04	7,255.70	4,954.35
Other Comprehensive Income/(Loss) for the year	23.06	45.54	18.90	8.02
Total Comprehensive Income for the year	7,368.65	5,802.58	7,274.60	4,962.37
Earnings Per Equity Share of RS.10 each: -Basic & Diluted (in Rs.)	42.96	33.67	42.44	28.98

Standalone and Consolidated Financial Statements

The Standalone and Consolidated Financial Statements of your Company have been prepared in accordance with Indian Accounting Standards (‘Ind AS’) notified under the Companies (Indian Accounting Standards) Rules, 2015.

Review of Business Operations and Future Prospects

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

The Company’s revenue from operations for the year ended March 31, 2018 on a consolidated basis increased to RS.362,411.54 lakhs from RS.304,129.41 lakhs during the previous year. The Company achieved an EBIDTA (including other income) of RS.8,441.62 lakhs during the current year as against the previous year EBIDTA (including other income) of RS.5,870.77 lakhs. The net profit after tax of the Company for the year ended March 31, 2018 was RS.7345.59 lakhs as against the previous year profit after tax of RS.5757.04 lakhs. Net profit for the year was positively impacted by the organic growth and the contribution from recently acquired subsidiaries.

Number of associate employees as on the date of close of financial year of the company was ~181,000 (including the NETAP trainees of~43,000) as against the previous year Associate employees of ~151,000 (including the NETAP trainees of ~23,000). 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.

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.

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.

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.

Subsidiaries, Joint Ventures and Associate Companies

Your Company has formulated a Policy for determining ‘Material’ Subsidiaries pursuant to the provisions of SEBI Listing Obligation and Disclosure Requirement (LODR) Regulations, 2015. The said Policy is available on the Company’s website https://www.teamleasegroup.com/policy-documents.

The Company has 5 direct and indirect subsidiaries and 2 Associate Companies as on March 31, 2018. The Company does not have Joint Venture with any company. During the year under review, the following subsidiary was acquired:

1. Evolve Technologies & Services Private Limited (Evolve)

The following is the list of Associate Company(ies) wherein investments are made during the year:

1. Cassius Technologies Private Limited

2. School Guru Eduserve Private Limited

The details of major subsidiaries and associates are given below.

11JT Education Private Limited (IIJT) is a wholly owned subsidiary of the Company. During the year under review, the Company had leased out its property and the income for the Company was from the lease rent received on property.

TeamLease Education Foundation (TLEF) is a Section 8 Company (Originally registered under Section 25 of the Companies Act, 1956). TLEF is the sponsor of the TeamLease Skills University (“TLSU”), the country’s first Skills University, established under the provisions of the Gujarat Private Universities Act, 2009.

TLSU, a Public-Private Partnership, with the Governmentof Gujarat, was among the few Universities selected by the United Kingdom Education Research Initiative (UKERI). In terms of the said initiative, the University has received grants that are to be utilized for faculty development.

TLEF is a National Employability Enhancement Mission (NEEM’) Agent as approved by the All India Council for Technical Education (AICTE). NEEM is an employability initiative of the Ministry of Human Resource Development, Government of India. TLEF has operationalized the NEEM initiative as National Employability through Apprenticeship Programme (NETAP) through TLSU.

TLEF, being a wholly owned subsidiary, is provided financial support by your Company till the operations stabilize. The loan advanced to this subsidiary is at arm’s length and will be charged with the appropriate rate of interest. TLEF, has in-turn, advanced monies to TLSU and the same is interest bearing.

TeamLease Digital Private Limited [Formerly known as TeamLease Staffing Services Private Limited] (TDPL) was incorporated under the provisions of Companies Act, 2013 for the purpose of entering into the IT staffing business. TDPL is wholly-owned subsidiary of your Company.

During the year, the Company acquired Evolve Technologies & Services Private Limited (Evolve), IT and telecommunication staffing Company. The Company was acquired as a step-down subsidiary of your Company through TDPL w.e.f. November 01, 2017.

ASAP Info Systems Private Limited (“ASAP”) and Nichepro Technologies Private Limited, wholly owned subsidiaries of TDPL have been merged into TDPL vide approval of NCLT Chennai dated November 30, 2017 and NCLT Mumbai dated November 16, 2017. Subsequent to the merger, the name of TeamLease Staffing Services Private Limited was changed to TeamLease Digital Private Limited w.e.f. March 08, 2018.

Keystone Business Solutions Private Limited (Keystone) is engaged in the business of providing information technology staffing solutions and consulting.

Evolve Technologies & Services Private Limited (Evolve) is wholly-owned subsidiary of Company through TDPL w.e.f. October 31, 2017. Evolve is engaged in the business of staffing (predominantly temporary staffing) to clients in Telecom and IT sector

Cassius Technologies & Services Private Limited (“Freshersworld”) was an Associate Company w.e.f. June 01, 2017 with an investment of 30% stake in Freshersworld. Your Company further acquired additional 21% stake and pursuant to such an investment, Freshersworld becomes subsidiary Company w.e.f. August 01, 2018. The Bangalore headquartered Freshersworld (www.freshersworld.com) is the leading job site for entry level hiring in India with about 4 million unique visits every month. It has a database of 1 crore resumes with over 2 lakh resumes added every month. Freshersworld dominates its competitors in fresher hiring segment with an organic traffic of over 90% and is ranked among the Top 5 hiring portals in India in terms of traffic (per Alexa). It has over 60,000 registered employers/ recruiters witRs.4,000 subscribed customers and conducts 100 virtual recruitment drives every month. Freshersworld is one of the very few online portals with positive margins and operating cashflows.

Schoolguru Eduserve Private Limited is an Associate Company w.e.f. December 01, 2017. Established in 2012, it is India’s premier technology-led specialized academic services organization. The company partners with Indian Universities to help them provide premium online and virtual courses for their students. Schoolguru 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.

A report on the performance and financial position of the subsidiary companies as per the Companies Act, 2013 in the Form AOC-1 is annexed to the Consolidated Financial Statement and hence not repeated here for the sake of brevity.

Management Discussion and Analysis Report

In terms of the provisions of Regulation 34 of the SEBI LODR, Regulations 2015 the Management Discussion and Analysis is set out in this Annual Report.

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 FY 201718 forms part 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 SEBI LODR Regulations 2015 is annexed to the Corporate Governance Report.

Deposits

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

Loans, Guarantees or Investments

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 form part of the notes to the Financial Statements.

Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI LODR Regulations 2015.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 19 of SEBI LODR, Regulations 2015 the Board has carried out the Annual Performance Evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, independence, governance, ethics and values, adherence to corporate governance norms, interpersonal relationships, attendance and contribution at meetings etc. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as participation and contribution by a Director, commitment, including guidance provided to the senior management outside of Board / Committee meetings, effective deployment of knowledge and expertise, effective management of relationship with various stakeholders, independence of behaviour and judgement etc. The Performance Evaluation of the Independent Directors was carried out by the entire Board. The Performance Evaluation of the Chairman and Managing Director was carried out by the Independent Directors. The evaluation process has been explained in the Corporate Governance Report. The Board reviewed the evaluation results as collated by the Nomination and Remuneration Committee.

Committees of the Board and Committees

Currently, the Board has four Committees i.e., Audit Committee, Nomination and Remuneration Committee, Stakeholders’ Relationship Committee and Corporate Social Responsibility Committee. As required under the provisions of Section 177(8) of the Companies Act, 2013, the composition of the Audit Committee is disclosed as under:

Mrs. Latika Pradhan	Chairperson (Independent
	Director)
Mr Narayan Ramachandran	Member (Independent
	Director)
Mr Raghunathan V	Member (Independent
	Director)

A detailed note on the composition of the Board and other Committees is provided in the Corporate Governance Report section of this Annual Report.

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 circulation.

The Board during the financial year 2017-18 met five 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, which forms part of the Board’s Report.

Auditors Statutory Auditor

As per the provisions of Section 139 of the Companies Act 2013,M/s. S. R. Batliboi & Associates LLP, Chartered Accountants (ICAI Firm Registration Number 101049W/E300004), Bangalore were appointed as Statutory Auditor of the Company in the Annual General Meeting held on July 07, 2017 subject to ratification at every subsequent Annual General Meeting.

Pursuant to Notification issued by the Ministry of Corporate Affairs on May 7, 2018 amending Section 139 of the Act, the mandatory requirement for ratification of appointment of Statutory Auditor by the Shareholders at every AGM has been omitted. Accordingly, the yearly ratification of appointment of the Statutory Auditor would not be done at every intervening Annual General Meeting as the requirement has been removed in the Companies Act, 2013

The Auditors’ Report on the Financial Statements of the Company for the year ending March 31, 2018 is unmodified i.e. it does not contain any qualification, reservation or adverse remark. The Auditors’ Report is enclosed with the Financial Statements forming part of the Annual Report.

Secretarial Auditors

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 Board of Directors appointed M Siroya & Company, Practicing Company Secretaries, as Secretarial Auditor to conduct the Secretarial Audit of the Company for financial year 2017-18 and their report is annexed to this Board Report as Annexure-I. The Board has also appointed M Siroya & Company as Secretarial Auditor to conduct the Secretarial Audit of the Company for Financial Year 2018-19.

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

In connection with the Statutory Audit of the financial statements for the year under review, there was no qualification, reservation or adverse remark in the report by the Statutory Auditor, 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.

Material changes and commitment if any affecting the financial position of the Company occurred between the end of the financial year to which this Financial Statements relate and the date of the Report.

No material changes and commitments have occurred after the closure of the financial year 2017-18 till the date of this Report, which would affect the financial position of your Company.

Extension of 18^th Annual General Meeting

Your Company had made an application to the Registrar of Companies, Mumbai for the extension of due date for holding the 18^th Annual General meeting of the Company for the financial year ended March 31, 2018 on August 21, 2018 and the Registrar of Companies, Mumbai vide the Order dated September 11, 2018 granted the approval for extension of holding the Annual General Meeting of the Company by two months from due date. Therefore the Annual General Meeting of the Company for the financial year ended March 31, 2018 was scheduled to be held on or before November 30, 2018.

Your Company has further made an application to the Registrar of Companies, Mumbai on October 25, 2018 for extension of additional 1 month for holding AGM. which is expected shortly as on date of signing this Report.

Shifting of Registered Office of the Company

The members of the Company have approved the shifting of the Registered Office of the Company from the State of Maharashtra to the State of Karnataka i.e., from “Office No. 6, 3rd Floor, C Wing, Laxmi Towers, Bandra Kurla Complex, Bandra (E), Mumbai, Maharashtra - 400051” to “6th Floor, BMTC Commercial Complex, 80 Ft Road, Koramangala, Bangalore - 560095”. The Company has received order from Regional Director, Western Region on October 25, 2018 and filed the same respective authority as on October 27, 2018. The Company is yet to file Form INC-22 as on date of signing this Report subject to approval of Form INC-28 as on date.

Acquisition of additional 21% stake in Cassius Technologies Private Limited

Your Company has made an additional investment of 21% stake in Cassius Technologies Private Limited and pursuant to such an investment; Cassius becomes subsidiary Company w.e.f. August 01, 2018. The Company as on date of report holds 51% equity stake in Cassius.

Agreement to acquire stake in Avantis Regtech Private Limited

Your Company has signed a definitive agreement under which the Company will invest RS.700 lakhs in Avantis Regtech Private Limited (“Avantis”). Avantis has deep expertise in Governance, Risk and Compliance Automation and has helped hundreds of organisations migrate from manual and people dependent processes to automated, framework based solutions. It has credibility across large enterprises and SMEs with implementations across 29 states and 7 union territories in India with quick and easy on-boarding and a Mobile App based compliance tracking and management. Avantis’s SAAS (Software as a Service) Platform covers over 1200 Acts and over 55,000 compliances in India. Avantis’s strong compliance assessment and research capabilities leverage cutting edge technologies such as Artificial Intelligence (AI), Machine Learning (ML) and Optical Character Recognition (OCR).

Amalgamation of Wholly Owned Subsidiary Companies and Name Change

ASAP Info Systems Private Limited (“ASAP”) and Nichepro Technologies Private Limited (“Nichepro”) merged with TeamLease Digital Private Limited (formerly TeamLease Staffing Services Private Limited) (“TDPL”) vide approval of NCLT Chennai dated November 30, 2017 and NCLT Mumbai dated November 16, 2017. Subsequent to merger, name of TeamLease Staffing Services Private Limited was changed to TeamLease Digital Private Limited w.e.f. March 08, 2018.

Acquisition of Companies / Investment in Associates

During the year under review, your Company has acquired 100% stake in Evolve Technologies & Services Private Limited (“Evolve”), an IT and telecommunication staffing Company through its wholly owned subsidiary, TeamLease Digital Private Limited. The control got transferred on November 01, 2017.

The Company also made investments in two Associate Companies with direct investment of 30% in Cassius Technologies Private Limited for RS.600 lakhs and 22.19% equity stake in Schoolguru Eduserve Private Limited for RS.750 lakhs. The Company also subscribed to the Compulsory Convertable Preferance Shares (CCPS) of School Guru to an extent of RS.1350 lakhs.

As on the date of reporting, the business integration of the acquired companies with the holding Company has been completed and all the financial data of these companies have been considered in the audited Consolidated Financial Statements of the Company for the year ended March 31, 2018.

Utilisation of IPO Proceeds

The proceeds of the IPO were to be utilised for funding existing and incremental working capital requirements, acquisitions and other strategic initiatives, up-gradation of the existing IT infrastructure and general corporate purposes as outlined in the prospectus. The Board of Directors in their meeting held on August 08, 2017 approved to seek the shareholder’s approval through Postal Ballot for the variation/deviation in the utilisation of the un-utilised portion of the IPO proceeds. The resolution was passed by the shareholders with requisite majority on September 18, 2017.

The entire proceeds have been utilised as at the end of the year. The summary of utilisation of net IPO proceeds as on March 31, 2018 are as follows:

Sl. No.	Particulars	Projected Utilisation of funds as per prospectus	Alteration in the objects of the IPO for which the amount was raised	Utilisation of funds up to March 31, 2018	Un-utilised amount as at March 31, 2018
A	Funding existing and incremental working capital requirements	800.00	(180.00)	620.00
B	Acquisitions and other strategic initiatives	250.00	490.92	740.92	“
C	Upgradation of the existing IT infrastructure	150.00	(133.52)	164.71	-
D	General corporate purposes	184.10	(177.40)	67.00	-
	Total	1,384.10	-	1,384.10	-

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

The Company being in the service industry does not have any power generation units and did not produce/generate any renewable or conventional power. However, Company has taken all steps to conserve Energy in the work places by using energy saving lamps at all work stations and educating the employees to conserve energy.

The Company being in Service Sector has adopted all new technology in terms of software and hardware for the better working and efficient reporting. The Company has an in house Information Technology team which constantly works on the adoption and implementation of new technology into the businesses of the Company.

During the year under review the Company on standalone basis has incurred RS.123.35 Lakhs towards expenditure in foreign currencies and earned RS.180.39 Lakhs towards export of services. Total foreign exchange outflow during the year was RS.107.66 Lakhs.

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.

Vigil mechanism / Whistle Blower Mechanism

The Company has adopted a Whistle Blower Policy and has established the necessary Vigil Mechanism as defined under Regulation 22 of SEBI (LODR) Regulations, 2015 read with Section 177(10) of the Companies Act, 2013 for Directors, employees and all stakeholders of the Company to report 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 has been also put up on the website of the Company at the following link https://www.teamleasegroup.com/policy-documents

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

The Board of the Company has formed a Risk Management committee 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 Company does not fall under the ambit of top 100 listed entities, determined on the basis of market capitalisation as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI LODR Regulations, 2015 is not applicable.

Insider Trading Regulations

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the code of conduct for prohibition of insider trading, 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 employees from trading in the securities of the Company at the time when there is unpublished price sensitive information. Mr. Mruthunjaya Murthy Company Secretary was the Compliance Officer under the Code during the year Mr. Mruthunjaya Murthy has resigned from the office of Compliance Officer w.e.f. May 31, 2018.

Ms. Alaka Chanda has been appointed as Compliance Officer of the Company by the Board of the Company w.e.f. October 30, 2018.

Policies on Appointment of Directors and Remuneration of Directors, Key Managerial Personnel and Employees

In accordance with the provisions of Section 134(3) (e) of the Companies Act, 2013 (“the Act”) read with Section 178(2) of the Act and Regulation 17 of the SEBI (LODR) Regulations, 2015, your Company has adopted a Policy on Appointment of Directors and Senior Management and succession planning for orderly succession to the Board and the Senior Management, which inter alia, includes the criteria for determining qualifications, positive attributes and independence of Directors.

The Company’s current policy is to have 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, 2018 the Board consists of 5 Directors, majority of them being Independent Directors. Besides the Chairman and Managing Director who are the Promoters, the Board comprises of 3 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 and Employees of the Company in accordance with the provisions of sub-section (4) of section 178, and the same are available on website under link: https://www.teamleasegroup.com/compliance-documents

Details of Policy Developed and Implemented by the Company on its Corporate Social Responsibility Initiatives

The Companies Act, 2013 has mandated, under the provisions of Section 135 of the Companies Act, and Schedule VII of the Act, to form a Corporate Social Responsibility (CSR) Committee for certain classes of Private Limited Companies and unlisted Public Limited Companies and has made it compulsory for all the listed Companies. In this regard your Directors in their Meeting held on July 09, 2015 have duly constituted the Committee, TeamLease Corporate Social Responsibility Committee. The committee now comprises Mr. V Raghunathan (Chairman and Independent Director), Mr. Manish Mahendra Sabharwal (Member) and Mr. Ashok Reddy (Member). During the year under review, the Committee met on August 08, 2017 and January 30, 2018. The Board of Directors in their meeting held on January 30, 2018 unanimously decided not to incur any expenditure on Corporate Social Responsibility activity for the year under review. Your board members wish to state here that the Company’s core objective is to provide Education, Employment and Employability through skill development and training which is a mainstream to eradicate poverty promotion of education, employment enhancing vocational skills, all of which are covered under the Act/Schedule as CSR activities. The Board discussed the matter in detail and has consented not to spend any amount towards CSR activity for financial year 2017-18 considering the ongoing business objects of the Company. However the Board advised the Company and CSR Committee to review any activity/ies that drives the modalities for Corporate Social Responsibility other than the core activities of the Company mentioned above and should it fit within any of the other activity listed in the Schedule VII the same can be considered for the financial year 2018-19.

The statutory disclosures with respect to CSR activities forms part of this Annual Report and is annexed herewith as Annexure-II.

Business Responsibility Report

The Business Responsibility Report (“BRR”) of your Company for the year 2017-18 forms part of this Annual Report as required under Regulation 34(2) (f) of the SEBI LODR Regulations 2015

Particulars of Contracts or Arrangements made with Related Parties

All transactions entered into with Related Parties as defined under Companies Act, 2013 during the year were in the ordinary course of business and on an arm’s length basis. The Company has formulated a Policy on “Materiality of Rela ted Pa rty Tra nsa ctions” a nd the process of dealing with such transactions, which are in line with the provisions of the Companies Act, 2013 and SEBI LODR Regulations 2015. The same is also available on the web-link: https://www. teamleasegroup.com/policy-documents

Prior omnibus approval from the Audit and Risk Committee are 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. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC - 2, is appended herewith as Annexure-III to the Board’s Report.

Extracts of Annual Return

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 (Form MGT-9) is furnished in Annexure-IV and is attached to this Report.

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, 2018.

Accordingly pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and ability confirm:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) that we have 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 at the end of the financial year and of the profit and loss of the Company for that period;

c) that proper and sufficient care has been taken 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;

d) that the annual accounts have been prepared on a going concern basis;

e) that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively;and

f) that proper internal financial controls were laid down and that such internal financial controls are adequate and were operating effectively.

Secretarial Standards

The Company complies with all applicable secretarial standards.

Details of Directors or Key Managerial Personnel who were appointed or have resigned during the year

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Ashok Kumar Nedurumalli aka Ashok Reddy (DIN:00151814), Managing Director of the Company retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment. The details of Mr. Ashok Reddy are provided in the Notice of the Annual General Meeting.

During the year, below mentioned Director and Key Managerial Personnel have tendered their resignation:

Name	Designation	Effective date
Mr. Gopal Jain	Non-Executive	August 08, 2017
	Director
Mr. C	Company Secretary	May 31, 2018
Mruthunjaya	& Compliance
Murthy	Officer

Ms. Alaka Chanda is appointed as Company Secretary and Compliance Officer w.e.f. October 30, 2018.

Receipt of any commission by MD / WTD from Company or from its holding or subsidiary Company

The Company has not paid any commission to any of its Directors. Further, none of the subsidiaries of the Company has paid any commission/remuneration to any of the Directors of the Company.

Internal Financial Control

The Company has laid down certain guidelines, processes and structures, which enable implementation of appropriate internal financial controls across the organisation. 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.

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.

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.

Shares

a. Buy Back of Securities

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

b. Sweat Equity

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

c. 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 Plan is implemented through TeamLease ESOP Trust (ESOP Trust). During the year ended March 31, 2018, a total of 36,221 Equity Shares of RS.10/- each were transferred from the ESOP Trust to the eligible employees under the Company’s prevailing ESOP plan.

As at March 31, 2018, the ESOP Trust held 72,715 Equity Shares of the Company. During the year ended March 31, 2018, there has been no material change in the Company’s existing plan and the plan is in compliance with SBEB Regulations. Note 32 of Standalone financials statements to be referred for information as required under SBEB Regulations read with SEBI Circular CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015. In addition to the above, options granted to Senior Management Personnel are as mentioned below:

Employee wise details (name of employee, designation, number of options granted during the year, exercise price) of options granted to -

(a) senior managerial personnel; : NIL

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

(c) 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. : NIL

Company has received a certificate from the Statutory Auditor that the scheme has been implemented in accordance with SEBI Share Based Employee Benefits (SBEB) Regulations and the resolutions passed by the shareholders. The certificate would be placed at the Annual General Meeting for inspection by the Members.

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 provided in the Annexure-V forming part of this Report.

As required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of the top 10 employees in terms of remuneration drawn are given in Annexure-VI is attached herewith. There were two employees during the financial year drawing remuneration of RS.1.02 crore per annum or more whose details are forming part of Annexure-VI. There were no employees who were employed for a part of the financial year and have drawn a remuneration of more than RS.8.5 lakhs per month.

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:

- No. of complaints received: 3

- No. of complaints disposed off: 3

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.

CEO and CFO Certification

As required by SEBI (LODR) Regulation, 2015, the CEO and CFO have given appropriate certifications to the Board of Directors.

General

During the year under review, no revision was made in the Financial Statement of the Company except for compliance with the Ind-AS applicable for the Company w.e.f. April 01, 2017. Kindly refer the Notes to Accounts to the Financial Statements for additional details.

No penalties/strictures were imposed on the Company by Stock Exchanges or SEBI or any statutory authority on any matter related to capital market since the listing of the Company’s Equity Shares.

Human Resources

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 for employees, senior management team and directors, policy on succession plan and harassment free policy as required under the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, Policy on insider trading as required under SEBI Prohibition of Insider Trading Regulations, 1992 and subsequent amendments made thereon, whistle blower policy has been uploaded in the website of the Company https://www.teamleasegroup.com/policy-documents.

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.

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 Education

Acknowledgements

We thank our customers, vendors, investors, bankers and the Ministry of Labour for their continued support during the year

We place on record our appreciation of the contribution made by our employees at all levels. 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 Latika Pradhan

Managing Director Director

DIN: 00151814 DIN:07118801

Place: Bangalore

Date: October 30, 2018

---

Mar 31, 2017

To the Members,

The Directors have pleasure in presenting the Annual Report of your Company along with the standalone and consolidated summary financial statements for the year ended March.31, 2017. Consolidated performances of the Company and its subsidiaries have been referred to wherever required.

Financial Results

Rs. in million

	Standalone				Consolidated
	2016-17		2015-16		2016-17		2015-16
Revenue from Operations Other Income Total Revenue Profit before finance cost, depreciation and taxes Less: Provision for Depreciation Profit before Finance Cost and Tax Less: Finance Cost Profit Before Tax Less: Provision for Tax Profit After Tax Surplus carried to Balance Sheet Earnings Per Share: - Basic & Diluted (Rs.)	29,910.82 239.60 30,150.42 609.72 39.89 569.83 8.87 560.96 (5.39) 566.35 566.35 33.13		25,049.18 147.68 25,196.87 407.08 30.08 377.00 3.92 373.08 130.22 242.86 242.86 15.59		30,418.68 223.92 30,642.61 666.91 42.85 624.06 10.97 613.09 (50.35) 663.44 663.44 38.80		25,049.18 154.40 25,203.59 412.21 30.08 382.13 3.92 378.21 130.22 247.99 247.99 15.92

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 profit and loss account.

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.

Review of Business Operations and Future Prospects

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

The Company s total revenue for the year ended March.31, 2017 on a consolidated basis increased to RS.30,642.61 mn from RS.25,203.59 mn during the previous year. The Company achieved an EBIDTA (including other income) of RS.666.91 mn during the current year as against the previous year EBIDTA of RS.412.21 mn. The profit before Tax for the financial year under review was RS.613.09 mn as against RS.378.21 mn for the previous financial year. The profit after tax of the Company for the year ended March.31, 2017 was RS.663.44 mn as against the previous year profit after tax of RS.247.99 mn. Profit After

Tax was positively impacted by the tax benefits availed under section 80JJAA of the Income Tax Act, 1961 and deferred tax benefits availed from the recently acquired subsidiaries.

Number of associate employee as on the date of close of financial year of the company was 1,51,085 (including the NETAP trainees of 23,439) as against the previous year Associate employee of 1,20,434 (including NETAP trainees of 11,574). 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. 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.

Material Changes and Commitment if any affecting the Financial Position of the Company occurred between the end of the Financial Year to which this Financial Statements relate and the Date of the Report

Incorporation of New Subsidiary Company

During the year under review the company has incorporated a wholly owned subsidiary company, TeamLease Staffing Services Private Limited, for the purpose of entering into IT staffing business.

Acquisition of IT Staffing Companies

During the year under review your company has acquired the following IT staffing companies through its wholly owned subsidiary, TeamLease Staffing Services Private Limited:

a. Asap Info Systems Private Limited

b. Nichepro Technologies Private Limited

c. Keystone Business Solutions Private Limited

As on the date of reporting the business integration of the acquired companies with the holding company has been completed and all the financial data of these three companies have been considered in the audited consolidated financial statements of the Company for the period ended March.31, 2017.

Consequent to the acquisitions of these three entities the base platform of staffing business has extended its arms to IT staffing business and your directors are confident that the IT staffing business will bring additional value in terms of revenue and profits.

Utilisation of IPO Proceeds

The proceeds of the IPO are being used for funding existing and incremental working capital requirements, acquisitions and other strategic initiatives, up-gradation of the existing IT infrastructure and general corporate purposes. The unutilised portion thereto has been invested in bank deposits. The summary of utilisation of net IPO proceeds as on March.31, 2017 are as follows:

H in million

Sl. No.	Particulars	Projected	Utilisation of funds up to March.31, 2017	Un-utilise amount as at March.31, 2017
		Utilisation of funds
		as per prospectus
A	Funding existing and incremental working capital requirements	800.00	620.00	180.00
B	Acquisitions and other strategic initiatives	250.00	250.00	-
C	Up gradation of the existing IT infrastructure	150.00	16.47	133.53
D	General corporate purposes	184.10	6.07	178.03
Total		1,384.10	892.54	491.56

Statutory Bonus and its Impact

During the previous year ended March.31, 2016, Payment of Bonus Act, 1965 (“the Act”) has been amended by the Payment of Bonus (Amendment) Act, 2015. The Company has recognized additional statutory bonus of RS.261,866,742 for the year ended March.31, 2016 forming part of salaries, wages and bonus with a corresponding amount included in provision for employee benefits payable as at March.31, 2016. Based on the contractual agreements with the customers, the amount in respect of associate employees is recoverable from them with the stated mark-ups and accordingly, revenue from sale of services to the tune of RS.266,732,063 (net of service tax) had been recognised with a corresponding amount included in unbilled revenue of RS.305,408,213 with service tax thereon as at March.31, 2016.

During the year ended March.31, 2017, the Company has invoiced for the aforesaid unbilled revenue of its clients. Out of the total invoice raised, RS.142,004,505 is recoverable from clients and also the corresponding amount of bonus liability appears as a provision for employee benefits payable in the Balance Sheet. There are stay orders from various High Courts on the applicability of the Act and considering the same, there have been delays on receipt of the said billed amounts from clients. The Company has obtained a legal opinion on the said matter and is confident of recovering the balance amounts as per the contractual agreements along with consequential payments to the respective employees on legal determination of the above matters by the judicial authorities.

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

The Company being in the service industry does not have any power generation units and did not produce/generate any renewable or conventional power. However, Company has taken all steps to conserve Energy in the work places by using energy saving lamps at all work stations and educating the employees to conserve energy.

The Company being in Service Sector has adopted all new technology in terms of software and hardware for the better working and efficient reporting. The Company has an in house Information Technology team which constantly works on the adoption and implementation of new technology into the businesses of the Company.

During the year under review the Company has incurred RS.18,331,794 towards expenditure in foreign currencies and earned RS.6,407,969 towards export of services during the year in foreign currency. Total foreign exchange outflow for the year is RS.18,412,678.

Statement Concerning Development and Implementation of Risk Management Policy of the Company

The Board of the Company has formed a risk management committee 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 Company does not fall under the ambit of top 100 listed entities, determined on the basis of market capitalisation as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.

Insider Trading Regulations

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the code of conduct for prohibition of insider trading, 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 employees from trading in the securities of the Company at the time when there is unpublished price sensitive information. The Board has appointed Mr. Mruthunjaya Murthy, Company Secretary as the Compliance Officer under the Code.

Details of Policy Developed and Implemented by the Company on its Corporate Social Responsibility Initiatives

The Companies Act, 2013 has mandated, under the provisions of Section 135 of the Companies Act, and Schedule VII of the Act, to form a Corporate Social Responsibility Committee for certain classes of Private Limited Companies and unlisted Public Limited Companies and has made it compulsory for all the listed Companies. In this regard your Directors in their Meeting held on July 09, 2015 have duly constituted the Committee, TeamLease Corporate Social Responsibility Committee. The committee now comprises Mr. V Raghunathan (Chairman and Independent Director), Mr. Manish Mahendra Sabharwal (Member) and Mr. Ashok Kumar Nedurumalli (Member).

During the year under review, the Committee met on March.22, 2017 and adopted the policy of the Committee as per Schedule VII of the Companies Act, 2013. The Board of Directors in their meeting held on March.22, 2017 unanimously decided not to incur any expenditure on Corporate Social Responsibility activity for the year under review. Your board members wish to state here that the Company s core objective is to provide Education, Employment and Employability through skill development and training which is a mainstream to eradicate poverty, promotion of education, employment enhancing vocational skills, all of which are covered under the Act/Schedule as CSR activities. The Board discussed the matter in detail and has consented not to spend any amount towards CSR activity for financial year 2016-17 considering the ongoing business objects of the Company. However the Board advised the Company and CSR Committee to review any activity/ies that drives the modalities for Corporate Social Responsibility other than the core activities of the Company mentioned above and should it fit within any of the other activity listed in the Schedule VII the same can be considered for the financial year 2017-18.

The statutory disclosures with respect to CSR activities forms part of this Annual Report and is annexed herewith as Annexure-I

Particulars of Loans, Guarantees and Investments made under Section 186 of the Companies Act, 2013

Details of loans, guarantees and investments made under Section 186 are given in the notes to the Financial Statements.

Particulars of Contracts or Arrangements made with Related Parties

All contracts/arrangements/transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. There were no transactions with related parties which could be considered material by the Board. Details of transaction during the year under review are given in Form AOC-2 [Annexure-II] as referred to in Section 188(1) of the Companies Act 2013.

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

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 Board of Directors appointed M Siroya & Company, Practicing Company Secretaries as Secretarial Auditor to conduct the Secretarial Audit of the Company for Financial Year 2016-17 and their report is annexed to this Board report as Annexure-III. The Board has also appointed M Siroya & Company as Secretarial Auditor to conduct the Secretarial Audit of the Company for Financial Year 2017-18.

In connection with the statutory audit of the financial statements for the year under review, there was no observation/qualification in the report by the Statutory Auditors.

Extracts of Annual Return

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 (Form MGT-9) is furnished in Annexure-IV and is attached to this Report.

Directors’ Responsibility Statement

Based on the framework of internal financial controls established and maintained by the Company, work performed by the internal, statutory, cost 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, 2017.

Accordingly pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and ability confirm:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) that we have 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 at the end of the financial year and of the profit and loss of the Company for that period;

c) that proper and sufficient care has been taken 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;

d) that the annual accounts have been prepared on a going concern basis;

e) that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively; and

f) that proper internal financial controls were laid down and that such internal financial controls are adequate and were operating effectively.

Subsidiaries, Joint Ventures and Associate Companies

The Company had 6 direct and indirect subsidiaries as on March.31, 2017. The Company does not have Joint Venture with any company and also does not have any Associate Company.

During the year under review, the following 4 subsidiaries were formed or acquired during the year:

1. Team Lease Staffing Services Private Limited (TSSPL)

2. ASAP Info Systems Private Limited (ASAP)

3. Nichepro Technologies Private Limited (Nichepro)

4. Keystone Business Solutions Private Limited (Keystone)

During the year under review, following companies ceased to be the Company’s subsidiaries w.e.f December 27, 2016:

1. India Tourism & Hospitality Skills Education Private Limited (ITHS)

2. National Employability Apprenticeship Services (NEAS)

The details of major subsidiaries are given below:

IIJT Education Private Limited (IIJT) is a wholly owned subsidiary of the Company. During the year under review, the Company had leased out its property and the income for the Company was from the lease rent received on property. Total revenue amounted to RS.4.24 mn and profit after tax of RS.2.61 mn.

TeamLease Education Foundation (TLEF) is a Section 8 Company (Originally registered under Section 25 of the Companies Act, 1956). TLEF is the sponsor of the TeamLease Skills University (“TLSU”), the country’s first Skills University, established under the provisions of the Gujarat Private Universities Act, 2009.

TLSU, a Public-Private Partnership, with the Government of Gujarat, was among the few Universities selected by the United Kingdom Education Research Initiative (UKERI). In terms of the said initiative, the University has received grants that are to be utilized for faculty development.

TLEF is a National Employability Enhancement Mission (‘NEEM’) Agent as approved by the All India Council for Technical Education (AICTE). NEEM is an employability initiative of the Ministry of Human Resource Development, Government of India. TLEF has operationalized the NEEM initiative as National Employability through Apprenticeship Programme (NETAP) through TLSU.

TLEF, being a wholly owned subsidiary, is provided financial support by your Company till the operations stabilize. The loan advanced to this subsidiary is at arm’s length and will be charged with the appropriate rate of interest. TLEF, has in-turn, advanced monies to TLSU and the same is interest bearing. Revenue from operations was RS.10.08 mn and Interest Income was RS.18.03 mn and the Profit after tax was RS.0.71 mn.

National Employability Apprenticeship Services is a Section 8 Company (Originally registered under Section 25 of the Companies Act, 1956) and was incorporated as a wholly owned subsidiary. During the year under review there were no operations and the Company did not register any income. NEAS ceased to be a subsidiary w.e.f December 27, 2016.

India Tourism & Hospitality Skills Education Private Limited (ITHS) was incorporated as a wholly owned subsidiary. During the year under review there were no operations and the Company did not register any income. ITHS ceased to be a subsidiary w.e.f December 27, 2016.

TeamLease Staffing Services Private Limited (TSSPL) was incorporated under the provisions of Companies Act, 2013 for the purpose of entering into the IT staffing business. The company was incorporated on 4 July, 2016 and since then this company has acquired ASAP Infosystems Private Limited, NichePro Technologies Private Limited and Keystone Business Solutions Private Limited.

ASAP Info Systems Private Limited (ASAP) is a HR Services Company providing clients, solutions for their IT staffing requirements. The Company was acquired as a step-down subsidiary of TeamLease through TSSPL w.e.f. September 01, 2016. Post acquisition, Total revenue amounted to RS.386.15 mn and profit after tax of RS.35.29 mn.

Nichepro Technologies Private Limited (Nichepro) is primarily engaged in the business of providing information technology staffing solutions and consulting and other allied activities. The Company was acquired as a step-down subsidiary of TeamLease through TSSPL w.e.f. October 01, 2016. Post acquisition, Total revenue amounted to RS.112.36 mn and profit after tax of RS.74.00 mn.

Keystone Business Solutions Private Limited (Keystone) is

engaged in the business of providing information technology staffing solutions and consulting. The Company was acquired as a step-down subsidiary of TeamLease through TSSPL w.e.f. February 01, 2017. Post acquisition, Total revenue amounted to RS.15.26 mn and profit after tax of RS.3.56 mn.

A report on the performance and financial position of the subsidiary companies as per the Companies Act, 2013 in the Form AOC-1 is provided as an Annexure to the consolidated financial statement and hence not repeated here for the sake of brevity.

Deposits

Company did not accept any fixed deposits during the year and as such no amount of principal or interest was outstanding as on the Balance Sheet Date.

Details of Directors or Key Managerial Personnel who were Appointed or have resigned during the Year

In accordance with the provisions of section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Manish Mahendra Sabharwal (DIN: 00969601), Executive Chairman of the Company, retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment. The details of Mr. Manish Mahendra Sabharwal are provided in the Notice of the Annual General Meeting.

There were no changes in the Key Managerial Personnel of the Company during the year.

Declaration of Independent Directors

During the year under review, the independent directors of the company have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

Statutory Auditors

As per the provisions of Section 139 of the Companies Act 2013, the term of office of M/s. Price Waterhouse & Co Bangalore LLP, Chartered Accountants, as Statutory Auditors of the Company will conclude at the close of the forthcoming Annual General Meeting of the Company. The Board of Directors place on record their appreciation for the services rendered by M/s. Price Waterhouse & Co Bangalore LLP, Chartered Accountants as the Statutory Auditors of the Company.

Subject to the approval of the Members, the Board of Directors of the Company have recommended the appointment of M/s. S. R. Batliboi & Associates LLP, Chartered Accountants (ICAI Firm Registration Number 101049W/E300004) as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013.

Members’ attention is drawn to a Resolution proposing the appointment of M/s. S. R. Batliboi & Associates LLP, Chartered Accountants as Statutory Auditors of the Company which is included at Item No 3 of the Notice convening the Annual General Meeting.

The Company has received a certificate from the Statutory Auditors to the effect that their appointment would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Internal Financial Control

Your Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. Your Directors express their satisfaction and states that the company is having the adequate Internal Finance Control System to the size of its operation.

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.

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.

Shares

a. Buy Back of Securities

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

b. Sweat Equity

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

c. Employees Stock Option Plan

TeamLease Employee Stock Option Plan 2015 (ESOP 2015 scheme) has been placed before the shareholders for the ratification post listing of the Company’s shares as required under Regulation 12 of the SEBI (Share based Employee Benefits) Regulations, 2014 as amended from time to time. During the year under review, the Board of Directors have effected transfer of 31,417 equity shares of RS.10 each from the ESOP Trust to the eligible employees who have exercised the rights on completion of vesting conditions against the options granted under the ESOP 2015 scheme. During the year under review, the Nomination and Remuneration Committee in their meeting held on February 02, 2017 has recommended for the fresh grants of 29,470 equity shares to one of the KMP and some of the senior management team members which is subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company. The details of the same are provided in the notice calling the 17th Annual General Meeting.

The applicable disclosures relating to the ESOP scheme as stipulated under Regulation 14 of the SEBI (Share based Employee Benefits) Regulations, 2014 pertaining to the year ended March.31, 2017 is hosted on the Company’s website at http://www.teamlease.com/ compliance-documents and forms a part of this Report.

Corporate Governance

The complete report on Corporate Governance is annexed to this report.

CEO and CFO Certification

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the CEO and CFO have given appropriate certifications to the Board of Directors in this Annual Report.

Human Resources

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 (Listing Obligations and Disclosure requirements) Regulations, 2015 the policies pertaining the code of conduct for employees, senior management team and directors, policy on succession plan and harassment free policy as required under the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, Policy on insider trading as required under SEBI Prohibition of Insider Trading Regulations, 1992 and subsequent amendments made thereon, whistle blower policy has been uploaded in the website of the Company http://www.teamlease.com/policy-documents.

During the year under review, company received 11 complaints during the year of whicRs.9 have been disposed off.

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 provided in the Annexure-V forming part of this Report.

As required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of the top 10 employees in terms of remuneration drawn are given in Annexure-VI is attached herewith. There were no employees during the financial year drawing remuneration of RS.1.02 crore per annum or more and who were employed for a part of the financial year and have drawn a remuneration of more than RS.8.5 lakhs per month.

Acknowledgements

We thank our customers, vendors, investors, bankers and the ministry of labor for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

For and on Behalf of Board of Directors

Ashok Kumar Nedurumalli Latika Pradhan

Managing Director Director

DIN: 00151814 DIN: 07118801

Place: Bangalore

Date: May 18, 2017

---

Mar 31, 2016

To the Members,

The Directors have pleasure in presenting the Annual Report of your Company along with the standalone and consolidated summary
financial statements for the year ended March 31, 2016. Consolidated performances of the Company and its subsidiaries have been
referred to wherever required.

FINANCIAL RESULTS

Rs. in millions

PARTICULARS STANDALONE CONSOLIDATED

2015-16 2014-15 2015-16 2014-15

Revenue from
Operations 25,049.18 20,070.70 25,049.18 20,070.70

Other Income 147.68 148.15 154.40 113.90

Total Revenue 25,196.87 20,218.85 25,203.59 20,184.60

Profit before
finance cost,
depreciation
and taxes 407.08 368.72 412.21 354.43

Provision for
Depreciation 30.08 26.75 30.08 27.15

Profit before
Finance Cost
and Tax 377.00 341.97 382.13 327.28

Finance Cost 3.92 1.39 3.92 1.39

Profit Before Tax 373.08 340.58 378.21 325.89

Provision for Tax 130.22 18.04 130.22 18.04

Profit After Tax 242.86 322.54 247.99 307.85

Balance available
for appropriation 242.86 322.54 247.99 307.85

Surplus carried
to Balance Sheet 242.86 322.54 247.99 307.85

Earnings Per Share:

-Basic & Diluted 15.59 21.04 15.92 20.08

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 profit and loss account.

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.

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

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

The CompanyRs,s total revenue for the year ended March 31, 2016 on a standalone basis increased to Rs.25,196.87 mn from
Rs.20,218.85 mn during the previous year. The Company achieved an EBITDA of Rs.407.08 mn during the current year as against the
previous year EBITDA of Rs.368.72 mn. The profit before Tax for the financial year under review was Rs.373.08 mn as against
Rs.340.58 mn for the previous financial year. The profit after tax of the Company for the year ended March 31, 2016 was Rs.242.86
mn as against the previous year profit after tax of Rs.322.54 mn. The decrease in profit after tax is due to the increase in the
tax expenses.

Your Directors are satisfied with the overall financial performance and the progress made on different areas by the Company
during the year under review. There are no material differences between standalone and consolidated financials.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL
YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

CONVERSION OF THE COMPANY FROM PRIVATE TO PUBLIC

The members in their Extra Ordinary General Meeting held on April 02, 2015 approved the change of status of the Company from a
Private Limited Company to a Public Limited Company and in this regard the Company received the consent from the Registrar of
Companies, Mumbai, by means of fresh certificate of incorporation dated of May 15, 2015. As on the date of reporting your
company is a Listed Company.

INCREASE IN AUTHORIZED SHARE CAPITAL

The members of the Company in the Extra Ordinary General Meeting held on April 02, 2015 approved the enhancement in the
Authorized Capital of the Company to Rs.15.00 Crores (Rupees Fifteen Crores) divided into 133,000,000 equity shares of Re. 1 each
and 170,000 12% Cumulative Convertible Redeemable Preference Shares of Rs. 100 and in the EGM held on June 25, 2015 the
Authorized Capital of the Company has been further enhanced to Rs.25.00 Crores (Rupees Twenty Five Crores) presently comprising
23,300,000 equity shares of Rs.10 each and 170,000 preference shares of Rs.100 each.

ISSUE OF BONUS SHARES

Your Board of Directors in their meeting held on June 01, 2015, recommended the issue of Bonus Shares to the existing members of
the Company in the ratio of 29 Equity Shares of the Company of Re. 1 each for every 1 Equity Share of the Company of Re. 1 each
and the members in their EGM held on June 25, 2015 approved the same by means of a special resolution. Accordingly, the Company
issued 148,209,952 equity shares of Re. 1 each as bonus shares. The total capitalization on account of this bonus issue is Rs.
148,209,952.

CONSOLIDATION OF FACE VALUE OF EQUITY SHARES FROM RE. 1 EACH TO RS. 10 EACH

Your Board of Directors in their meeting held on July 09, 2015 recommended for the consolidation of the face value of equity
shares of the Company from its existing Re.1 to Rs.10 per equity share. Accordingly total 153,320,640 shares of Re.1 each
post-bonus have been consolidated into 15,332,064 shares of Rs.10 each with effect from. July 10, 2015.

INITIAL PUBLIC OFFERING

During the year under review, the Company completed its highly successful Initial Public Offering of 4,984,438 Equity Shares of
Rs. 10 each at a premium of Rs. 840 per Equity Share aggregating to Rs. 850 per Equity Share. The total size of the issue was
Rs.4,236.77 million. The Initial Public Offer was oversubscribed to the extent ~39 times. The bid/issue was opened on February
02, 2016 and closed on February 04, 2016. Subsequently, the prospectus dated February 05, 2016 was filed with the jurisdictional
Registrar of Companies. The Equity shares of the Company have been listed on both National Stock Exchange of India Limited and
BSE Limited since February 12, 2016.

UTILISATION OF IPO PROCEEDS

The proceeds of the IPO are being used for funding existing and incremental working capital requirements, acquisitions and other
strategic initiatives, up-gradation of the existing IT infrastructure and general corporate purposes. The unutilized portion
thereto has been invested in bank deposits. The summary of utilization of net IPO proceeds as on March 31, 2016 are as follows:

Sl. Particulars Projected Utilization of Unutilized
No. Utilization of funds funds up to amount as at
as per
prospectus March 31, 2016 March 31, 2016

A Funding existing
and incremental
working capital
requirements 800.00 - 800.00

B Acquisitions
and other
strategic
initiatives 250.00 - 250.00

C Up gradation
of the existing
IT infras
tructure 150.00 - 150.00

D General
corporate
purposes 184.10 - 184.10

Total 1,384.10 - 1,384.10

STATUTORY BONUS AND ITS IMPACT

During the year under review, the Payment of Bonus Act, 1965 (''the Act") was amended vide the Payment of Bonus (Amendment) Act,
2015. The Act, inter-alia, has been amended to take retrospective effect with effect from April 01, 2014 and accordingly the
revised bonus (including arrears related to the year ended March 31, 2015) is required to be paid to the eligible employees.
Based on expert legal opinion obtained by the Company and stay orders from various High Courts across the country, the amendment
to the Payment of Bonus Act to the extent that it gives retrospective effect from April 01, 2014 in respect of statutory bonus
has not been recognized and treated as contingent liability.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company being in the service industry does not have any power generation units and did not produce/generate any renewable or
conventional power. However, Company has taken all steps to conserve Energy in the work places by using energy saving lamps at
all work stations and educating the employees to conserve energy.

The Company being in Service Sector has adopted all new technology in terms of new software and hardware for the better working
and efficient reporting. The Company has an in-house Information Technology team which constantly works on the adoption and
implementation of new technology into the businesses of the Company.

During the year under review the Company has incurred Rs. 446,316 towards expenditure in foreign currency and there were no
export of services during the year. Total foreign exchange outflow for the year is Rs. 68,730.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Board of the Company has formed a risk management committee 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 Company does not fall under the ambit of top 100 listed entities, determined on the basis of market capitalization as at the
end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is not applicable.

INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the code
of conduct for prohibition of insider trading, 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 and other employees from trading in
the securities of the Company at the time when there is unpublished price sensitive information. The Board has appointed Mr.
Mruthunjaya Murthy, Company Secretary as the Compliance Officer under the Code.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Companies Act, 2013 has mandated, under the provisions of Section 135 of the Companies Act, and Schedule VII of the Act, to
form a Corporate Social Responsibility Committee for certain classes of Private Limited Companies and unlisted Public Limited
Companies and has made it compulsory for all the listed Companies. In this regard your Directors in their Meeting held on March
09, 2015 have duly constituted the Committee, Team Lease Corporate Social Responsibility Committee. The committee now comprises
Mr. V Raghunathan (Chairman and Independent Director), Mr. Manish Mahendra Sabharwal (Member) and Mr. Ashok Kumar Nedurumalli
(Member). During the year under review, the Committee met on July 20, 2015 and March 30, 2016 and adopted the policy of the
Committee as per Schedule VII of the Companies Act, 2013. The Board of Directors in their meeting held on March 30, 2016
unanimously decided not to incur any expenditure on Corporate Social Responsibility activity during the year under review since
the Board is yet decide on the areas of expenditure to be incurred towards the activity. The Board has also noted to implement
the scheme of expenditure once the same is determined.

The statutory disclosures with respect to CSR activities forms part of this Annual Report and is annexed herewith as Annexure-I

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particular of loans, guarantees, securities or investments made under Section 186 is furnished in Annexure-II and is attached
to this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts/arrangements/transactions entered into by the Company during the financial year with related parties were in the
ordinary course of business and on an arm''s length basis. There were no transactions with related parties which could be
considered material by the Board. Details of transaction during the year under review are given in Form AOC-2 [Annexure III] as
referred to in Section 188(1) of the Companies Act 2013.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING
COMPANY SECRETARY IN THEIR REPORTS

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 Board of Directors appointed M Siroya &
Company, Practicing Company Secretaries as Secretarial Auditor to conduct the Secretarial Audit of the Company for Financial Year
2015-16 and their report is annexed to this Board report as Annexure IV. The Board has also appointed M Siroya & Company as
Secretarial Auditor to conduct the Secretarial Audit of the Company for Financial Year 2016-17.

In connection with the statutory audit of the financial statements, there was no observation/qualification in the report by the
Statutory Auditors.

EXTRACTS OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and
Administration) Rules, 2014 is furnished in Annexure-V and is attached to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls established and maintained by the Company, work performed by the internal,
statutory, cost 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, 2016.

Accordingly pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and
ability confirm:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper
explanation relating to material departures;

b) that we have 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 at the end of the financial year
and of the profit and loss of the Company for that period;

c) that proper and sufficient care has been taken 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;

d) that the annual accounts have been prepared on a going concern basis;

e) that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were
adequate and operating effectively; and

f) that proper internal financial controls were laid down and that such internal financial controls are adequate and were
operating effectively.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The subsidiaries of the Company are:

1. IIJT Education Private Limited

2. Team Lease Education Foundation

3. National Employability Apprenticeship Services

4. India Tourism & Hospitality Skills Education Private Limited

IIJT Education Private Limited (IIJT) is a wholly owned subsidiary of the Company. During the year under review, the Company had
leased out its property and the income for the Company was from the lease rent received on property. Total revenue amounted to
Rs. 6.96 mn and expenses during the year under review were Rs. 1.82 mn, thereby resulting in a profit before tax of Rs. 5.14 mn.

Team Lease Education Foundation (TLEF) is a Section 8 Company (Registered under Section 25 of the Companies Act, 1956). TLEF is
the sponsor of the Team Lease Skills University ("TLSU"), the country''s first Skills University, established under the provisions
of the Gujarat Private Universities Act, 2009.

TLSU, a Public-Private Partnership, with the Government of Gujarat, commenced operations during the year under review and was
among the few Universities selected by the United Kingdom Education Research Initiative (UKERI). In terms of the said initiative,
the University has received grants that are to be utilized for faculty development.

TLEF is a National Employability Enhancement Mission (''NEEM'') Agent as approved by the All India Council for Technical Education
(AICTE). NEEM is an employability initiative of the Ministry of Human Resource Development, Government of India. TLEF operational
zed the NEEM initiative as National Employability through Apprenticeship Programme (NETAP) through TLSU.

TLEF, being a wholly owned subsidiary, is provided financial support by your Company till the operations stabilize. The loan
advanced to this subsidiary is at arm''s length and will be charged with the appropriate rate of interest. TLEF, has in-turn,
advanced monies to TLSU and the same is interest bearing. Revenue from operations was Rs. 2.71 mn and Interest Income was Rs.
13.01 mn and the Profit before tax was Rs. 0.3 mn.

National Employability Apprenticeship Services is a Section 8 Company (Registered under Section 25 of the Companies Act, 1956)
and is a wholly owned subsidiary. During the year under review there were no operations and company did not register any income.

India Tourism & Hospitality Skills Education Private Limited (ITHS) is a wholly owned subsidiary. During the year under review
the Company did not carry out any operation.

A report on the performance and financial position of the subsidiary companies as per the Companies Act, 2013 in the Form AOC-1
is provided as an annexure to the consolidated financial statement and hence not repeated here for the sake of brevity.

The Company does not have Joint Venture with any company and also does not have any Associate Company.

DEPOSITS

Company did not accept any fixed deposits during the year and as such no amount of principal or interest was outstanding as on
the Balance Sheet Date.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

During the year under review Mr. K. Ravindra, Nominee Director resigned from his position with effect from. July 9, 2015. Mr.
Mohit Virendra Gupta, a Promoter and Director of the Company, also resigned from the office of directorship due to personal
reasons with effect from July 31, 2015. Your Board places on record its sincere appreciation of the valuable contribution and
services provided by Mr. K. Ravindra and Mr. Mohit Virendra Gupta. Consequent to the change in the status of the Company during
the year under review, the Company has appointed Mr. Mruthunjaya Murthy as the Company Secretary with effect from. May 7, 2015
and confirmed the appointment of Mr. Narayanaswamy Ravi Vishwanath as the Chief Financial Officer under the Companies Act, 2013
with effect from. May 7, 2015.

During the year under review, Mrs. Latika Pradhan was appointed as Additional (Woman) Director – Independent and Mr. V.
Raghunathan and Mr. Narayan Ramchandran as Additional Directors (Independent), on July 9, 2015 as required under the provisions
of Section 149 of the Companies Act, 2013. Their appointment as Independent Directors was confirmed by the shareholders in their
extraordinary general meeting held on July 10, 2015.

DECLARATION OF INDEPENDENT DIRECTORS

During the year under review, the Company has appointed independent directors on July 10, 2015 and accordingly the independent
directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of
the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the
Companies Act, 2013 and the relevant rules.

STATUTORY AUDITORS

M/s. Price Waterhouse & Co Bangalore LLP, Chartered Accountants were appointed as Statutory Auditors of the Company at the Annual
General Meeting held on September 30, 2014. In terms of the first proviso to Section 139 of the Companies Act, 2013, the
appointment of auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s.
Price Waterhouse & Co Bangalore LLP, Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by
the shareholders.

The Company has received a certificate from the Statutory Auditors to the effect that their appointment would be in accordance
with the provisions of Section 141 of the Companies Act, 2013.

INTERNAL FINANCIAL CONTROL

Your Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including
adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

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

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence
to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records and the timely preparation of reliable financial disclosures.

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.

SHARES

a. BUY BACK OF SECURITIES

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

b. SWEAT EQUITY

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

c. EMPLOYEES STOCK OPTION PLAN

The Board of Directors of the Company on August 03, 2015 approved to cancel the previous ESOP Scheme which was issued by the
Company on July 27, 2011 and to implement the new "Team Lease Employee Stock Option Plan 2015" which has been formulated and the
existing ESOP Trust has been re-constituted in line with the Securities and Exchange Board of India (Share based employee
benefits) Regulations, 2014, provisions of the Articles of Association of the Company and Companies Act, 2013 and Rules there
under. The shareholders of the Company approved the ESOP 2015 Scheme on July 10, 2015. All unvested and unexercised ESOPs granted
to employees under the previous ESOP scheme have been cancelled with effect from August 03, 2015.

CORPORATE GOVERNANCE

The complete report on Corporate Governance is annexed to this report.

CEO AND CFO CERTIFICATION

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the CEO and CFO have given appropriate
certifications to the Board of Directors in this Annual Report.

HUMAN RESOURCES

During the year under review the Company has structured a harassment free policy as required under the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act. The company during the year did not receive any
complaints in this regard. The harassment free policy has been uploaded in the website of the Company http://www.Team
Lease.com/compliance-documents.

PARTICULARS OF EMPLOYEES

As required pursuant to Rule 5(2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 the particulars of employees who were in the employment of the Company during the financial year drawing remuneration of
Rs.60 lakhs or more and who were employed for a part of the financial year and have drawn a remuneration of more than Rs. 5 lakhs
per month are given in Annexure - VI is attached herewith.

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 provided in the Annexure VII forming part of this Report.

ACKNOWLEDGEMENTS

We thank our customers, vendors, investors, bankers and the ministry of labor for their continued support during the year. We
place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made
possible by their hard work, solidarity, cooperation and support.

FOR AND ON BEHALF OF BOARD OF DIRECTORS

Manish Mahendra Sabharwal Ashok Kumar Nedurumalli

Chairman Managing Director

DIN: 00969601 DIN: 00151814

Place: Bangalore

Date: June 13, 2016