TeamLease Services Ltd

Litigation Update

• Hearing on Sept 22, 2026 remained at notice stage; adjourned to Nov 30, 2026.
• EPFO affidavit reiterates NEEM trainees are employees; TLSU disputes and pursues remedies.

ESG rating

• SES ESG Research assigned SES ESG SCORE 70.4, equivalent to a B+ overall ESG rating.
• The company did not engage SES ESG; rating produced independently from public information.
• Rating is published publicly and accessible on SES ESG site.

TeamLease Services Limited - Trading Window closed from Oct 01, 2026 to Nov 09, 2026 in relation to unaudited financial results for the quarter and half year ended Sep 30, 2026; reopening date to be intimated

Formation details

• TL Business Solutions Inc. incorporated in Delaware as a wholly owned subsidiary of TeamLease Digital Private Limited.
• Authorized capital: 1,050,000 shares of USD 0.10 par; aggregate USD 105,000.

Ownership & related-party

• Corporation is a related party, 100% owned by TeamLease Digital Private Limited.
• Promoter group has no direct interest; arm's length not applicable for wholly owned entity.

Strategic rationale and regulatory

• Purpose to expand staffing services internationally, strengthening United States presence.
• Incorporation under Delaware General Corporation Law; registered office in Lewes, Delaware; date Sep 23, 2026.

Financials and incorporation costs

• Cost of incorporation includes initial paid-up capital and consultancy and statutory fees.
• Last three years turnover not available for the newly formed entity.

Crystal HR JV exit

• Purpose: Exit of TeamLease's 30% equity stake in Crystal HR JV.
• Initial transfer of 1,800 shares to promoter Srividya V completed Aug 20, 2026.
• Remaining 1,200 shares tendered for buyback; extinguishment to be completed under Exit Agreement.
• Post extinguishment, TeamLease's shareholding in Crystal HR is Nil; JV ceases effective Sept 21, 2026.
• Total divestment: 30% equity in Crystal HR, comprising 3,000 shares.
• Consideration: Rs 10.12 crore cash payable.
• Buyers: Crystal HR & Security Solutions Private Limited and promoter Srividya V.
• Related party transaction; conducted at arm's length with independent valuation.
• Impact: JV ceases to be a joint venture; portfolio rationalisation cited.
• Subject to customary conditions precedent and regulatory approvals for completion.

AGM Details

• AGM held on 18 Sep 2026 at 3:00 PM IST via VC/OAVM.
• Venue deemed at Registered Office; meeting conducted through video conferencing.
• Voting record date: 11 Sep 2026; e-voting window: 15–17 Sep 2026.

Resolutions

• Item 1: Standalone financials adopted with auditor’s report.
• Item 2: Consolidated financials adopted with auditor’s report.
• Item 3: Board’s report adopted.
• Item 4: Re-appointment of Manish Sabharwal as director.

Voting Results

• Item 1: Passed with requisite majority.
• Item 2: Passed with requisite majority.
• Item 3: Passed with requisite majority.
• Item 4: Passed with requisite majority; minor opposing votes.

Dividend

• No dividend proposed or declared at this AGM.

Director & Governance Changes

• MD & CEO appointed: Suparna Mitra, effective 02 Feb 2026.
• Ashok Reddy transitioned to Executive Vice Chairman.
• Manish Sabharwal transitioned to Non-Executive Non-Independent Director.
• Narayan Ramachandran redesignated as Non-Executive Chairman.

Auditors

• Statutory auditors continued; no change.
• Secretarial auditor present; no change disclosed.

Material Related Party Transactions

• No material related party transactions approved at the AGM.

Other Material Updates

• Acquisitions disclosed: TSR Darashaw HR Services full stake; 30% stake in Crystal HR and Security Solutions.

Litigation Update

• Appeal against EPFO order concerning TLSU filed with HC Gujarat.
• Hearing on Sept 01, 2026 remained at notice stage; respondents allotted time to appear.
• Matter adjourned; next hearing scheduled for September 22, 2026.

Key Update

• Writ Petition filed on June 12, 2026, before Karnataka High Court.
• Interim Order dated June 17, 2026, issued by Karnataka High Court.
• Hearing for the Writ Petition set for October 27, 2026.

Order Background

• Order-in-Appeal received January 30, 2026 from CGST & Central Excise (Appeals-III), Mumbai.
• SEBI intimations dated May 6, 2026 and June 12, 2026.

Financial Implications

• Penalty of about Rs 32.29 crore upheld; no tax demand yet.
• Contingent liability disclosed in FY25 standalone notes.

Next Steps

• Company to file writ petition and seek interim relief.
• Will inform stock exchanges of material developments as they occur.

Overview

• Consolidated BRSR for FY2025-26; main activity: temporary staffing and HR solutions.
• Turnover: 97.38% Temporary Staffing, 2.04% Other HR, 0.58% Other Income.
• Disclosures are consolidated, excluding joint ventures and foreign step-down subsidiaries.
• Operations span 15 Indian states and 2 international markets.

Key ESG Risks & Opportunities

• Material ESG risks include climate change (physical and transition) and data privacy/cybersecurity.
• Mitigation: sustainable financing, diversified exposures, and robust cyber security framework.
• Opportunities: sustainable financing access, digital leadership, and high customer satisfaction.
• CSR and inclusive growth initiatives support long-term value creation.

Governance & Policy Highlights

• ESG oversight by Audit, CSR, Stakeholders Relationship, and Risk Management committees.
• CSR Committee leads BRSR; independent director chairs implementation.
• Key policies include Code of Conduct, anti-bribery, whistleblower, conflicts of interest, and human rights.
• Policies extend to the Group; policies hosted on the Company website.
• BRSR published annually as Annexure to the Annual Report; no external assurance.

Social Responsibility & Workforce

• Total employees: 2,540; permanent 2,209; non-permanent 331.
• Gender: 60.47% male, 39.53% female; 9 differently abled permanent employees.
• Return-to-work after parental leave: 100%; permanent retention: 85%.
• Skill upgradation: 68.49% of employees trained.
• 100% permanent employees insured; maternity/paternity benefits provided.
• Permanent staff turnover: 42.50% in FY2025-26.
• CSR spend: ₹2.51 crore in FY2025-26.
• Women in senior leadership: 26%; board female representation: 25-33% range depending on entity.
• POSH: 33 complaints filed; 7 pending; 7 upheld.
• Hybrid work model with flexible return-to-office arrangements.

Environmental Performance

• Revenue from operations: ₹11,790.67 crore.
• Non-renewable energy: electricity 4,464.98 GJ; fuel 35.76 GJ; total 4,500.74 GJ.
• Energy intensity: 0.382 GJ/₹ crore; PPP-adjusted 0.777 GJ/million USD.
• Water withdrawal: 63,046.84 kL; water intensity: 5.347 kL/₹ crore.
• GHG emissions: Scope 1 2,658 tCO2e; Scope 2 883.807 tCO2e; Scope 3 514.068 tCO2e.
• Total GHG intensity: 0.075 tCO2e/₹ crore; Scope 3 514 tCO2e.
• Waste: total 95.170 t; 0.391 t e-waste recycled; landfilling 95.170 t.
• LED lighting and energy-efficiency focus; EIA not applicable.

Stakeholder Engagement & Complaints

• Stakeholders: employees, shareholders, investors, customers, partners, regulators, analysts, communities.
• Engagement channels: quarterly results, investor meetings, NEAPS, listings, website.
• POSH complaints: 33 filed; 7 pending; 7 upheld.
• No data breaches; ISMS ISO27001 and privacy controls in place.
• CSR and community engagement; ₹2.51 crore spent.

Other Notable Metrics

• Related-party transactions: purchases from related parties ₹0.94 Cr; total purchases ₹11,704.38 Cr; 0.01%.
• Sales to related parties ₹16.98 Cr; total sales ₹11,790.67 Cr; 0.14%.
• Investments in related parties ₹14.24 Cr; 100% of investments in related parties.
• Public policy advocacy: active MOLE engagement; Indian Staffing Federation member.
• CSR activities include apprenticeship and skilling programs; 2.51 crore CSR spend.
• Customer data privacy: no breaches; robust data protection practices.

Financial performance

• Consolidated total income ₹11,859.38 Cr for FY2025-26.
• Consolidated revenue from operations ₹11,790.67 Cr.
• Consolidated PAT ₹141.38 Cr.
• EPS basic/diluted ₹83.3.
• Free cash balance ₹600 Cr.

Liquidity & capital allocation

• Buyback ₹238 Cr approved; funded from cash.
• Cash position supports growth and potential acquisitions.
• Net debt nil; liquidity ample.
• Acquisition: TSR Darashaw HR Services 90% initially; 100% by Nov 2025.
• MD & CEO appointed Feb 2, 2026; Sabharwal to NED.