Meeting Details

This is a Postal Ballot process, not a physical meeting. The process is conducted entirely through remote e-voting. The date on which the resolution is deemed to be passed is Friday, November 06, 2026.

Summary of Proposed Resolutions and Implications

Item No. 1: To adopt 'TeamLease Services Limited Employee Stock Options and Restricted Stock Units Scheme 2026'

This special resolution seeks approval to create, offer, and grant a pool of 1,79,515 Employee Stock Options (Options) and 76,935 Restricted Stock Units (RSUs). Each Option/RSU is exercisable into one equity share of face value ₹10 each, resulting in a total dilution of 2,56,450 equity shares. The scheme is proposed to cover eligible employees (including directors) of the Company and its existing and future subsidiary companies, working in India or outside India. Key individuals excluded are Promoters, Promoter Group members, Independent Directors, and any Director holding more than 10% of the outstanding equity shares.

Salient features of the Scheme include:

  • Vesting Period: A minimum of 1 year and a maximum of 4 years from the date of grant.
  • Exercise Price: For Options, it will be determined by the Board with a maximum discount of 40% on the market price on the grant date. For RSUs, it will be the face value (₹10). The price shall not be less than the face value.
  • Exercise Period: A maximum of 4 years from the date of vesting.
  • Maximum Grant per Employee: 25,000 Options and/or 15,000 RSUs. Prior shareholder approval is required if a grant to any employee exceeds 1% of the issued capital in a year.
  • Lapse Conditions: Vested Options/RSUs will lapse if not exercised within the exercise period, upon termination due to misconduct, or upon separation from employment (with a 90-day exercise window for resignations/terminations not due to misconduct).
  • The scheme will be administered directly by the Company's Board based on the recommendation of the Nomination and Remuneration Committee.

Item No. 2: To approve grant to employees/directors of subsidiary companies

This special resolution specifically seeks approval to grant Options and RSUs to eligible employees and directors of the Company's existing and future subsidiary companies. This grant will be made out of, and within, the overall ceiling of 2,56,450 shares approved under Item No. 1, and is not in addition to it.

The rationale for the new scheme is to transition from the previous 'Employee Stock Appreciation Rights Plan 2019' (ESAR 2019), which became ineffective as the company's share price remained below the grant price, providing no benefit to employees. The proposed ESOS 2026 pool size is equivalent to the pool previously reserved under ESAR 2019, resulting in no incremental dilution for shareholders.

Voting Process and Methods

Voting is restricted solely to remote e-voting; no physical polling or postal ballot forms are being used.

  • E-Voting Service Provider: KFin Technologies Limited.
  • E-Voting Website: https://evoting.kfintech.com/
  • Cut-off Date: Wednesday, September 30, 2026, to determine eligibility to vote.
  • Voting Period: Commences on Thursday, October 08, 2026 (09:00 A.M. IST) and ends on Friday, November 06, 2026 (05:00 P.M. IST).
  • Login Methods: Detailed instructions are provided for shareholders holding shares in dematerialized form (via NSDL/CDSL platforms) and for those holding physical shares (via KFin's website using Folio Number and PAN).

Key Voting Outcomes

Voting outcomes will be determined after the e-voting period concludes. The document does not contain pre-emptive voting results. The results, along with the scrutinizer's report, will be announced on or before Tuesday, November 10, 2026, and displayed on the company's website (https://group.teamlease.com/investor/postal-ballot/).

Scrutinizer's Role and Details

Mr. Mukesh Siroya (CP No. 4157; M. No. F5682) of M Siroya and Company, Practicing Company Secretary, has been appointed as the Scrutinizer to conduct the Postal Ballot process in a fair and transparent manner. Ms. Bhavyata Acharya (CP No. 21758; M. No. A25734), Practicing Company Secretary, is appointed as the alternate Scrutinizer. The Scrutinizer will scrutinize the e-voting process, submit a report to the Chairman, and the results will be declared based on this report.

Compliance Confirmation

The notice confirms compliance with numerous regulations, including:

  • Sections 108, 110, and 62(1)(b) of the Companies Act, 2013.
  • The Companies (Management and Administration) Rules, 2014.
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulation 44).
  • SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
  • Various General Circulars issued by the Ministry of Corporate Affairs (MCA).
  • The Foreign Exchange Management Act, 1999.

Additional Information

  • The explanatory statement provides a detailed rationale, stating the previous ESAR 2019 plan was terminated as it failed to benefit employees due to the company's share price performance.
  • The notice is being sent only through electronic mode to members whose email addresses are registered as of the cut-off date.
  • Corporate members must send scanned copies of board resolutions authorizing their representatives to vote to the Scrutinizer at siroyam@gmail.com and KFin at evoting@kfintech.com.
  • The notice emphasizes the company's 'Green Initiative' and urges shareholders to register their email addresses for electronic communication.
  • All material documents related to the resolutions are available for electronic inspection by members upon request via email to corporateaffairs@teamlease.com until the last date of e-voting.