TeamLease Services Limited — Capital/Financing Update 2018

Nov 2, 2018

BSE Limited,	of National Stock Exchange India Limited,
Phiroze Ieejeebhoy Towers,	Exchange Plaza, 5th Floor,
Dalal Street, Fort,	Plot no. C/1, G Block,
Mumbai 400 001	Bandra Kurla Complex, Bandra(E),
	Mumbai - 400 051
Scrip Code: 539658	Scrip Code: TEAMLEASE

Sub: Intimation of acquisition of stake in Avantis Regtech Private Limited

Ref: Our letter dated August 03, 2018 in relation to intimation of agreement to acquire stake in Avantis Softech LLP (Enclosed)

Regulation 30 0f SEBI Listing Obligations and Disclosure Requirements (LODR) Regulations, 2015

Dear Sir/Madam,

In continuation of our letter dated August 03, 2018 in relation to intimation of agreement to acquire stake in Avantis Softech LLP and pursuant to Regulation 30 read with Schedule III (Part A) and any other applicable provisions ofthe SEBI LODR Regulations, 2015, we wish to inform you that the Company has signed addendum to the Investment Agreement to acquire stake in Avantis Regtech Private Limited ("Avantis Regtech"), ^a company incorporated under the Companies Act, 2013. Avantis Regtech is ^a newly incorporated company wherein the entire undertaking ofAvantis Softech LLP has been transferred.

Hence, the original proposal of acquiring stake in Avantis Softech LLP is now modified to the extent of acquiring stake in Avantis Regtech, the newly incorporated company wherein the entire undertaking ofAvantis Softech LLP has been transferred.

We enclose herewith the details required under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 09,2015 as an Annexure.

This is for your information and record. Thanking You

Yours faithfully, For TeamLeaseSgrvices Limited

Man; Clwo

Alaka Chanda Company Secretary and Compliance Officer

Encl: As above.

81. No.	of Events that Details to need be provided	Information of such Events
1.	name of the target entity, details in brief turnover such as size, etc.;	Avantis Limited Name: Private Regtech ("Avantis Regtech") Business: Avantis team in has expertise deep Governance, Risk and Compliance automation and has of hundreds from helped organisations migrate manual and to people dependent processes framework It based solutions. automated, has with across and credibility SMEs large enterprises across states and Union 29 7 implementations Territories in India with quick and easy on-boarding Mobile and based and a App tracking Compliance management. Avantis's SAAS (Software as a Service) Platform covers over 1200 over Acts and 55,000 in India. Avantis's compliances strong compliance assessment and research capabilities leverage cutting edge technologies such as Al, ML and OCR.
2.	whether the acquisition would fall within related party transaction[s) whether and the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at "arm's length";	acquisition does not fall within The proposed Related promoters of Party Transaction and the the Company have no interest in the entity proposed to be acquired.
I 3.	to which the entity industry being acquired belongs;	Digital Compliance Management
4.	of and effects objects acquisition but not limited (including to, of for disclosure reasons if of its acquisition target entity, of business is outside the main line business of the listed entity);	investment to be used for Proposed primary Creating new product 0 offerings - Strengthen its existing technology - cost Possible the by synergies integrating horizontals
5.	brief details of any governmental or for regulatory approvals required the acquisition;	None
6.	indicative time for period completion of the acquisition;	On or before 90 days from the date of agreement.
7.	of nature - consideration whether consideration or cash share swap and details of the same;	consideration. to in Cash TeamLease stake acquire Avantis Regtech investment of through primary Rs.7 crore Convertible through CCPS (Compulsorily Preference Shares) over the next 3 years. The deal is structured with an all-cash tender financed the as existing cash reserves of TeamLease.
8.	cost of or the price at acquisition which the shares are acquired;	The CCPS to be allotted of to TeamLease at a price Rs. _ 228 each.

9.	/ of shareholding percentage acquired and / control or number of shares acquired;	TeamLease will acquire ~3.07 lakhs CCPS in Avantis of Regtech over a period the definitive as per 3 years of further in Avantis stake Acquisition agreement. Regtech is linked to future performance and meeting its milestones.
10.	brief about the entity background acquired in terms of products/line of business of date acquired, of last incorporation, history 3 in which turnover, country years the has entity acquired presence other and significant any information(in brief)	Limited Avantis Private was Regtech on October 12, 2018 to facilitate incorporated the transaction as contemplated in the original investment agreement between the Company and Avantis Softech LLP. A BZB leading (Regulatory RegTech with Technology) Company in India currently customers over 2500 75 Enterprise serving locations union across 29 states and 7 territories in India different customers across 20 Enterprise with State of the art industries cloud enabled Platform SAAS as [Software a Service] with workflow and equipped enterprise document management capabilities with over Enabled 1200 and ACTS 55,000 compliances in India and Contract Litigation Integrated Management Modules Avantis its mainly through Regtech operates office in Pune, India.

6th Floor, BMTC Commercial Complex, 80 Feet Road, Koramangala, Bangalore - 560095.

Ph : (91-80) 33002345 Fax: (91-80) 33243001 corporateailairs@teamlease.com/www.teamlease.com Registered Office : No. 6, 3rd Floor, C Wing, Laxmi Towers, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051

August 03, 2018

BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai 400 001	of National Stock Exchange India Limited, Exchange Plaza, 5th Floor, Plot no. C/ 1, G Block, Bandra Kurla Complex, Bandra(E), Mumbai - 400 051
Scrip Code: 539658	Scrip Code: TEAMLEASE

Sub: Intimation of agreement to acguire stake in Avantis

Dear Sir/Madam,

Pursuant to Regulation ³⁰ read with Schedule 11] (Part A) and any other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform you that the Company has signed definitive agreements to acquire stake in Avantis Softech LLP (to be converted into ^a private limited company) ("Avantis"), ^a LLP incorporated Limited Liability Partnership Act, 2008 subject to customary closing conditions.

We enclose herewith the details required under Regulation ³⁰ of SEB] (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 09, 2015 as an Annexure.

A copy of Press Release in this respect is also enclosed.

This is for your information and record.

Thanking You

Yours faithfully,

For TeamLease Services Limited

MSW-Ni

Ashok Kumar Nedurumalli Managing Director (DIN: 00151814)

ljncl: As above.

Annexu re

Sl.	of Events that Details need to be	of Information such Events
No.	provided name of entity, details in the target brief turnover etc.; such as size,	Name: Avantis Softech LLP ("Avantis") Business: Avantis expertise in Governance, has deep Risk Automation and and has Compliance helped hundreds of organisations migrate from manual and to automated, people dependent processes framework based solutions. It has credibility across with SMEs and implementations large enterprises across 29 states and 7 Union Territories in India with on—boarding and a Mobile and easy App based quick Avantis's and Compliance tracking management. SAAS (Software Platform covers over as a Service) Acts over in India. 1200 and 55,000 compliances Avantis's strong compliance assessment and research capabilities leverage cutting edge technologies such ML as Al, and OCR. For FY18, the revenue was Rs. 1.10 Crores.
	whether the acquisition would fall within related party transaction(s) whether and the promoter/ promoter group/ group companies have interest in the entity any If of. nature being acquired? yes, thereof interest details and and whether the same is done at "arms	acquisition does not fall within The proposed Related of Party Transaction and the promoters the Company interest in to have no the be entity proposed acquired.
	length"; industry to which the entity being acquired belongs;	Digital Compliance Management
	of effects and objects acquisition limited but not (including to, of for disclosure reasons if of its acquisition entity, target business is outside the main line of business of the listed entity);	investment to be used for Proposed primary Creating new product 0 offerings - Strengthen its existing technology ° Possible cost the integrating synergies by horizontals
	of brief details any governmental or regulatory approvals required for the acquisition;	of LLP Avantis into Conversion Softech a private limited condition to the is a company precedent closing which requires approval from the Registrar of Companies, Pune.
	for indicative time period	the date ofagreement. On or before from 90 days

&91¢." TeamLease Services Limited, CIN No: L7414OMHSZOOOPLC124003 6th Floor, BMTC Commercial Complex, 80 Feet Road, Koramangala, Bangalore - 560095. Ph : (91-80) 33002345 Fax: (91-80) 33243001 corporateaflairs@teamlease.com/www.team|ease.com Registered Office : No. 6, 3rd Floor, C Wing, Laxmi Towers, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051

	completion ofthe acquisition;
	of - nature consideration whether consideration or cash share swap and details ofthe same;	consideration. Cash TeamLease to acquire stake in of Avantis investment Rs.7 crore primary through through CCPS (Compulsorily Convertible Preference Shares) over the next 3 years. The deal is structured as an all-cash tender financed with the existing cash reserves of TeamLease.
	cost of acquisition or the price at which the shares are acquired;	of The CCPS to be allotted to TeamLease at a price Rs. 228 each.
	of / percentage shareholding control / or number acquired and of shares acquired;	will TeamLease ~3.07 lakhs CCPS in acquire of Avantis over a period the definitive 3 years as per of further stake in Avantis agreement. Acquisition is linked to future and its performance meeting
10.	brief background about the entity acquired in terms of products/line of of business date acquired. of last incorporation, history 3 which in turnover, years country the has entity acquired presence and other significant any information(in brief)	milestones. ° Avantis LLP Softech was ("Avantis") incorporated on December 05, 2016. ° A BZB leading RegTech (Regulatory India in Technology) Company currently with customers over 75 Enterprise serving 2500 locations across 29 states and union 7 territories in India ° customers different across 20 Enterprise State of industries with the art cloud enabled SAAS Platform a (Software as Service) with workflow and equipped enterprise document management capabilities ° with over ACTS Enabled 1200 and 55,000 compliances in India ° and Contract Integrated Litigation Management Modules ° Avantis through its office in operates mainly Pune, India. ° For the total revenue was FY18, Rs. 1.10 Crores.

TeamLease Services Limited, CIN No: L7414OMH2000PLC124003

6th Floor, BMTC Commercial Complex, 80 Feet Road, Koramangala, Bangalore - 560095.

Ph : (91-80) 33002345 Fax: (91-80) 33243001 corporatealfairs@teamlease.com / www.teamlease.com Registered Office : No. 6, 3rd Floor, C Wing, Laxmi Towers, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051

TEAMLEASE TO ACQUIRE STAKE IN AVANTIS, AGREEMENT TO CREATE AN lEASE-OF-DOING-BUSINESS' VERTICAL

TeamLease Services Limited (NSE: TEAMLEASE, BSE: 539658), one of India's largest staffing companies, and Avantis Softech LLP ('Avantis'), India's leading Compliance and Regulatory Technology Company, today announced the signing of ^a definitive agreement under which TeamLease will invest Rs.7 crore in Avantis. The transaction remains subject to customary closing conditions and regulatory approvals and is expected to close before the end of September 2018. Avantis will be converted into ^a private limited company and will operate as ^a separate and independent entity.

About 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 Al, ML and OCR.

The company was co-founded by Rishi Agrawal and Sandeep Agrawal. Rishi served as the head of BNY Mellon's Center in Pune; ||T Varanasi (1999) and IIM Calcutta (2001) are his alma mater. Sandeep is ^a Chartered Accountant and had worked with PwC for close to ^a decade in Risk Advisory.

Deal Rationale

Avantis's market validated compliance platform and ability to conceptualize and build cutting edge technology plug-ins / interfaces will help TeamLease strengthen its position in the RegTech landscape and the vast market in the Compliance and Payroll Outsourcing (CPO) segment. It enables the opportunity to integrate with various payroll providers and regulators for data processing, straight through filing and record management. While TeamLease continues the DFM (Do it for Me) services in CPO business, all tech-enabled DIY (Do it Yourself) services will be carried out by Avantis.

Key Terms of the Deal

The transaction involves ^a primary investment of Rs.7 crore through CCPS (Compulsorily Convertible Preference Shares) over the next ³ years. The valuation for conversion and purchase of additional stake by TeamLease is linked to Avantis's future performance and meeting its milestones.

Press Release, August 03, 2018

Infused funds shall be primarily used to expand its business into new geographies, strengthen its existing technology and explore new forms of delivery.

Announcing the signing, Ashok Reddy, Managing Director, TeamLease Services said, "Our partnership with Avantis provides important infrastructure for our vision of Paperless, Presence/ess and Cash/ess compliance for India's big and small entrepreneurial ecosystem. Making compliance painless will make India ^a more fertile habitatforformal job creation."

"Team/ease has the scale, experience, and credibility that truly enables our vision of Ease-ofdoing Business ('EODB') 3.0. EODB 1.0 was the end of the license raj and EODB 2.0 was GST but EODB 3.0 will digitize the plumbing of all compliance for small and big employers. India has the opportunity to skip the evolution and move directly to a regulatory and compliance system more efficient and effective than developed countries" said Rishi Agrawal, CEO of Avantis.

About TeamLease Services Limited

TeamLease is ^a leading human resource service company with over 193,000 associates/trainees in 6,600+ locations. The company has 8 offices and over 2,250 clients across the country for its sercvices in Staffing, Outsourcing and Human Capital. TeamLease pursues its mission of 'Putting India to Work' by focusing on the ³ E's of Employment, Employability and Education. The Company in partnership with the Government of Gujarat, set up TeamLease Skills University (TLSU), India's first vocational university, at Vadodara through which NETAP (National Employability through Apprenticeship Program) provides on-the-job training. The Company has cumulatively provided employment to over 1.6 million people in the last 15 years and aims to hire millions more. For more details, visit www.teamleasegroup.com.

contact Investor	contact Media
N Ravi Vishwanath	Renu Praveen
Chief Financial Officer	Adfactors
Tel: +91 80 3324 3330	Tel: +91 8884440250
Fax: +91 80 3324 3001	Fax : +91 80 3324 3001
E-mail: ravi.vishwanath@teamleasecom	E-mail: renu.praveen@adfactorspr.com