The Board of Directors are pleased to present its Eighth Annual Report on the operations of HAPPY
SQUARE OUTSOURCING SERVICES LIMITED ("the Company") and the Standalone Audited
Financial Statements for the Financial Year ended March 31, 2025.

FINANCIAL HIGHLIGHTS:

The summarized Financial Performance/highlights of the Company for the year ended on March 31, 2025 is
as under:

Our Company was incorporated on April 20, 2017 as a private limited company as 'Splendid Academy
Private Limited', under the Companies Act, 2013, pursuant to a certificate of incorporation dated April 20,
2017 issued by the Registrar of Companies, Central Registration Centre. Subsequently, pursuant to a
resolution passed by our Board of Directors in its meeting held on January 16, 2020, and by the
Shareholders in their Extraordinary General Meeting held on January 17, 2020, the name of our Company
was changed to 'Happy Square Outsourcing Services Private Limited' and a fresh certificate of
incorporation dated February 3, 2020 was issued by the Registrar of Companies, Gwalior. Further, our
Company was converted into a public limited company pursuant to a resolution passed by our Board of
Directors in its meeting held on June 1, 2024, and by the Shareholders in an Extraordinary General Meeting
held on June 26, 2024 and consequently the name of our Company was changed to 'Happy Square
Outsourcing Services Limited' and a fresh certificate of incorporation dated August 1, 2024 was issued by
the Registrar of Companies, Central Processing Centre. The corporate identification number of our
Company is U80904MP2017PLC043153.

Initial Public Offer (IPO) and Listing at NSE Limited ("NSE"):

During the financial year 2024-25, the Company initiated the process of an Initial Public Offering (IPO)
of up to 32,00,000 Equity Shares of ?10/- each. The proposed issue was duly authorized by the Board of
Directors at its meeting held on September 6, 2024, and was subsequently approved by the Shareholders
of the Company through a Special Resolution passed pursuant to Section 62(1)(c) of the Companies Act,
2013, at the Extra-Ordinary General Meeting held on September 13, 2024. Upon obtaining all requisite
regulatory approvals, the IPO was successfully completed with the allotment of 31,90,400 Equity Shares
of ?10/- each at an issue price of ?76/- per share, aggregating to an issue size of ?2,424.70 lakh, on July 8,
2025. The issue received an overwhelming response from investors and was fully subscribed. Consequent
to the successful completion of the IPO, the Equity Shares of the Company were listed on the NSE SME
Platform on July 10, 2025.

DIVIDEND:

To conserve the resources for future prospect and growth of the Company, your Directors do not
recommend any dividend for the Financial Year 2024-25.

TRANSFER TO RESERVES:

During the year, the Board of your Company has not appropriated / transferred any amount to the
reserves. The profit earned during the year has been carried to the balance sheet of the Company as part
of the Profit and Loss Account. The Balance Sheet as at 31.03.2025 reflects a balance of Rs.406.81 Lakhs
under the head "Reserves & Surplus".

CHANGE IN NATURE OF BUSINESS:

The details of the same are as stated in the section on "State of Company's Affairs and Operations" and the
Company continues to be in the same line of business as stated in main objects of the existing Memorandum
of Association.

CHANGE IN CAPITAL STRUCTURE:

During the year under review, the following changes have been taken place in the Paid-up Share Capital
of your Company:

During the financial year 2024-25, the Company initiated the process of an Initial Public Offering (IPO) of up
to 32,00,000 Equity Shares of ?10/- each. The proposed issue was duly authorized by the Board of Directors
at its meeting held on September 6, 2024, and was subsequently approved by the Shareholders of the
Company through a Special Resolution passed pursuant to Section 62(1)(c) of the Companies Act, 2013, at
the Extra-Ordinary General Meeting held on September 13, 2024. Upon obtaining all requisite regulatory
approvals, the IPO was successfully completed with the allotment of 31,90,400 Equity Shares of ?10/- each
at an issue price of ?76/- per share, aggregating to an issue size of ?2,424.70 lakh, on July 8, 2025. The issue
received an overwhelming response from investors and was fully subscribed. Consequent to the successful
completion of the IPO, the Equity Shares of the Company were listed on the NSE SME Platform on July 10,
2025.

During the year under review, on September 17, 2024, the Board allotted 84,00,000 equity shares as bonus
shares.

At the end of financial year 2024-25, Paid Up Share Capital was Rs. 8,41,00,000 comprised of 84,10,000
equity shares of Rs. 10/- each.

DEVIATION OR VARIATION FROM PROCEEDS OR UTILISATION OF FUNDS RAISED FROM
PUBIC ISSUE:

The Company got listed on NSE SME platform on July 10, 2025, and till date of Board's Report Company
has utilized funds in the objects as stated in offer document and there were no deviations or variations in
utilization of funds raised from the public.

TRANSFER OF SHARES AND UNPAID/UNCLAIMED DIVIDEND TO INVESTOR EDUCATION
AND PROTECTION FUND:

During the year under 2024-25, the Company was not required to transfer the equity shares/unclaimed
dividend to Investor Education and Protection Fund (IEPF) pursuant to provisions of Section 124 and 125 of
the Companies Act, 2013.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs):

• Board of Directors and KMPs:

The Board of Directors of the Company consists of:

1. Mrs. Shraddha Rajpal (resigned w.e.f. December 31,2024)

2. Mrs. Nalini Rajpal (resigned w.e.f. December 31,2024)

3. Mrs. Poonam Rajpal- Managing Director

4. Mrs. Deepika Ondela- Whole Time Director

5. Mrs. Rani Mathya - Non Executive Director

6. Mrs. Gurpreet Kaur Dhanjal - Independent Director

7. Mrs. Pavithra. P- Independent Director

8. Mrs. Rupali Kesharwani- Independent Director (appointed w.e.f. May 29, 2025)

9. Mrs. Angha Ambalkar - Company Secretary & Compliance Officer

10. Ms. Kanchan Patel - Chief Financial Officer

In the opinion of the Board, all the Independent Directors possess requisite qualifications, experience,
expertise including the Proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iiia)
of the Companies (Accounts) Rules, 2014.

• Appointment/ Cessation of Directors/KMPs:

During the year 2024-25, following changes took place in the board composition as under:

• Retire by Rotation:

Pursuant the provisions of Section 152 of the Companies Act, 2013 and rules thereof
Mrs. Rani Mathya (DIN: 10604021) retires by rotation at the ensuing and being eligible, offers himself
for re-appointment. The Board recommends the re-aforesaid appointment.

• Declaration by the independent directors:

The Company has received declarations from the Independent Directors of the Company that they meet
with the criteria of independence as prescribed under Sub- section (6) of Section 149 of the Companies
Act, 2013 in compliance of Rule 6(1) and (3) of Companies (Appointment and Qualifications of
Directors) Rules, 2014 as amended from time to time and there has been no change in the circumstances
which may affect their status as independent director during the year and they have complied with the
code of conduct for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

• Disclosure by directors:

The Directors on the Board have submitted requisite disclosure under Section 184(1) of the Companies
Act, 2013, declaration of non-disqualification under Section 164(2) of the Companies Act, 2013 and
Declaration as to compliance with the Code of Conduct of the Company. Further, a certificate of non¬
disqualification Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 issued by M/ s B.S. Vyas & Associates
Practicing Company Secretary, Ahmedabad is annexed at "Annexure C".

MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year 2024-25, 20 (Twenty) Board meetings were held. The intervening gap between two
meetings was not more than 120 days. The details of attendance of each Director at the Board Meetings
during the year are as under:

None of the Directors of the Company are related to each other as per section 2(77) of the Companies Act,
2013, except Ms. Nalini Rajpal, who is sister of Mrs. Rani Mathya.

COMMITTEES OF THE BOARD OF DIRECTORS:

The following Statutory Committees have been constituted by the Board of Directors of the Company:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

1. Audit Committee:

The Audit Committee was constituted vide Board resolution dated September 27, 2025 pursuant to Section
177 of the Companies Act, 2013. As on the date, the Audit Committee comprises of:

Our Company Secretary and Compliance officer acts as the secretary of the Committee.

The scope of Audit Committee shall include but shall not be restricted to the following:

Powers of Audit Committee

The Audit Committee shall have powers, including the following:

• to investigate any activity within its terms of reference;

• to seek information from any employee;

• to obtain outside legal or other professional advice;

• to secure attendance of outsiders with relevant expertise, if it considers necessary; and

• such other powers as may be prescribed under the Companies Act and SEBI Listing Regulations.

Role of Audit Committee

The role of the Audit Committee shall include the following:

1. The recommendation for appointment, remuneration and terms of appointment of auditors of the
company;

2. Oversight of the Company's financial reporting process and the disclosure of its financial information to
ensure that the financial statement is correct, sufficient and credible.

3. Reviewing, with the management, the annual financial statements before submission to the board for
approval, with particular reference to:

• Matters required to be included in the Director's Responsibility Statement to be included in the Board's
report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;

• Changes, if any, in accounting policies and practices and reasons for the same;

• Major accounting entries involving estimates based on the exercise of judgment by management;

• Significant adjustments made in the financial statements arising out of audit findings;

• Compliance with listing and other legal requirements relating to financial statements;

• Disclosure of any related party transactions;

• Qualifications in the draft audit report; and

• Review and monitor the auditor's independence and performance, and effectiveness of audit process.

4. Approval or any subsequent modification of transactions of the company with related parties;

5. To oversee and review the functioning of the vigil mechanism which shall provide for adequate

safeguards against victimization of employees and directors who avail of the vigil mechanism and also
provide for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases

6. Reviewing the findings of any internal investigations by the internal auditors into matters where there
is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting
the matter to the board.

7. Call for comments of the auditors about internal control systems, scope of audit including the
observations of the auditor and review of the financial statements before submission to the Board;

8. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors.

9. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as
well as post-audit discussion to ascertain any area of concern.

10. Discussion with internal auditors any significant findings and follow up there on.

11. Examination of the financial statement and the auditors' report thereon;

12. Approval or any subsequent modification of transactions of the company with related parties;

13. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading
the finance function or discharging that function) after assessing the qualifications, experience &
background, etc. of the candidate.

14. Reviewing, with the management, the quarterly and half yearly financial statements before submission
to the board for approval

15. Scrutiny of inter-corporate loans and investments;

16. Discussion with internal auditors of any significant findings and follow up there on;

17. Reviewing the findings of any internal investigations by the internal auditors into matters where there
is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting
the matter to the Board;

18. Discussion with statutory auditors, internal auditors, secretarial auditors and cost auditors before the
audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area
of concern;

19. Valuation of undertakings or assets of the company, wherever it is necessary;

20. Evaluation of internal financial controls and risk management systems;

21. Reviewing, with the management, the statement of uses / application of funds raised through an issue
(public issue, right issue, preferential issue, etc.), the statement of funds utilized for purposes other than
those stated in the issue document/Draft Prospectus/ Prospectus / notice and the report submitted by the
monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making

appropriate recommendations to the Board to take up steps in this matter.

22. The Committee may call for the comments of the auditors about internal control systems, the scope of
audit, including the observations of the auditors and review of financial statement before their submission
to the Board and may also discuss any related issues with the internal and statutory auditors and the
management of the company.

23. The Committee shall have authority to investigate into any matter in relation to the items specified
above or referred to it by the Board and for this purpose shall have power to obtain professional advice
from external sources and have full access to information contained in the records of the company.

24. To investigate any other matters referred to by the Board of Directors;

25. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

26. Carrying out any other function as may be required / mandated as per the provisions of the Companies
Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and/ or any other
applicable laws;

27. Reviewing the utilization of loan and/or advances from investment by the holding company in the
subsidiary exceeding ? 100 lakhs or 10% of the asset size of the subsidiary, whichever is lower including
existing loans / advances / investments;

28. the Audit Committee shall mandatorily review the following information:

i. Management discussion and analysis of financial information and results of operations;

ii. Statement of significant related party transactions (as defined by the Audit Committee), submitted by
the management;

iii. Management letters / letters of internal control weaknesses issued by the statutory auditors;

iv. Internal audit reports relating to internal control weaknesses; and

v. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to
review by the Audit Committee.

The Audit Committee shall meet at-least two times in a year and not more than one hundred and twenty
days shall elapse between two meetings. The quorum shall be either two members or one third of the
members of the audit committee whichever is greater, but there shall be minimum of two independent
members present.

Any members of this committee may be removed or replaced any time by the board, any member of this
committee ceasing to be a director shall be ceased to be a member of this committee.

(i) Meetings:

During the year 2024-25, 1 (One) meetings of the Committee were held.

The Company has formed the Nomination and Remuneration Committee as per Section 178 of the
Companies Act, 2013 and other applicable provisions of the Act read with the Companies (Meetings of Board
and its Powers) Rules, 2014 (as amended) vide board resolution dated September 27, 2024. As on date, the
Nomination and Remuneration Committee comprises the following members:

Our Company Secretary and Compliance officer acts as the secretary of the Committee.

The role of the Nomination and Remuneration Committee includes, but not restricted to, the following:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a
director and recommend to the Board a policy relating to the remuneration of the directors, key managerial
personnel and other employees ("Remuneration Policy").

The Nomination and Remuneration Committee, while formulating the above policy, should ensure that:

(i) the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate
directors of the quality required to run our Company successfully

(ii) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks;
and

(iii) remuneration to directors and key managerial personnel involves a balance between fixed and incentive
pay reflecting short- and long-term performance objectives appropriate to the working of the Company and
its goals;

2. Formulation of criteria for evaluation of independent directors and the Board;

3. Devising a policy on Board diversity;

4. Identifying persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down, and recommend to the Board their appointment and
removal and carrying out evaluation of every director's performance (including independent director);

5. Analysing, monitoring and reviewing various human resource and compensation matters;

6. Deciding whether to extend or continue the term of appointment of the independent director, on the basis
of the report of performance evaluation of independent directors;

7. Determining the Company's policy on specific remuneration packages for executive directors including

8. Recommending to the board, all remuneration, in whatever form, payable to senior management and other
staff, as deemed necessary;

9. Carrying out any other functions required to be carried out by the Nomination and Remuneration
Committee as contained in the SEBI Listing Regulations or any other applicable law, as and when amended
from time to time;

10. Reviewing and approving the Company's compensation strategy from time to time in the context of the
then current Indian market in accordance with applicable laws;

11. Perform such functions as are required to be performed by the compensation committee under the
Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, if applicable;

12. Perform such other activities as may be delegated by the Board or specified/ provided under the
Companies Act, 2013 to the extent notified and effective, as amended or by the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended or by any
other applicable law or regulatory authority. The Nomination and Remuneration Committee is required to
meet at least once in a year under Regulation 19(3A) of the SEBI Listing Regulations.

The Meetings of the Committee shall be held at such regular intervals as may be required. The quorum will
be either two members or one third of the members of the Nomination and Remuneration Committee
whichever is greater, including at- least one independent director.

Any members of this committee may be removed or replaced any time by the board, any member of this
committee ceasing to be a director shall be ceased to be a member of this committee.

Meetings:

During the year 2024-25, 2 (Two) meetings of the Committee were held.

(i) Nomination and Remuneration Policy:

Salient Features of the Nomination and Remuneration Policy:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with applicable rules, the Board of
Directors of the Company has, on the recommendation of the Nomination and Remuneration Committee,
adopted a Nomination and Remuneration Policy. The salient features of the Policy are as under:

• Applicability: The Policy applies to the Directors (Executive, Non-Executive and Independent), Key
Managerial Personnel (KMP), Senior Management and such other employees as may be decided by
the Committee.

• Objectives:

o To lay down criteria for identifying and appointing qualified individuals as Directors, KMP
and Senior Management and recommending their removal.

o To lay down a framework for evaluation of the performance of Directors, KMP and Senior
Management.

o To formulate criteria determining qualifications, positive attributes and independence of
Directors.

o To recommend to the Board a policy on remuneration of Directors, KMP and other
employees, ensuring that:

o Remuneration is reasonable, sufficient, and linked to performance benchmarks.

o Balance is maintained between fixed and incentive pay, aligned with short-term and long¬
term goals of the Company.

o To devise a Board diversity policy and succession plan for the Board and senior
management.

• Criteria for Appointment:

o Directors and senior executives should possess appropriate qualifications, experience,
industry knowledge, integrity, independence, and leadership qualities.

o Independent Directors must meet the independence criteria prescribed under the
Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

o KMP and senior management must have requisite expertise, professionalism, and ability to
work in line with the Company's mission and values.

• Evaluation:

o The Policy provides for evaluation of the performance of the Board, Committees,

Chairperson, Executive Directors, Non-Executive Directors and Independent Directors,
based on objective and transparent criteria covering effectiveness, participation, strategic
guidance, governance, and contribution to decision-making.

• Remuneration:

o Remuneration structure seeks to attract, retain and motivate talent of the quality required to
run the Company successfully.

o Remuneration is determined having regard to responsibilities, efforts, value addition,
industry standards, profitability and growth of the Company.

o Emphasis is laid on a fair mix of fixed and incentive pay, rewarding improved performance,
and ensuring tax-efficient structures.

o No Director, KMP or employee shall participate in the decision of his/her own
remuneration.

• Review:

o The Policy is subject to review by the Board from time to time to align it with amendments
in law, regulatory requirements or changes considered necessary by the Board.

The said policy is available on the website of the Company

Roles & Responsibilities:

The Committee shall perform such roles as specified in its Terms of reference, as aforesaid.

3. Stakeholders Relationship Committee:

The Company has formed the Stakeholders Relationship Committee as per Section 178 of the

Companies Act, 2013 and other applicable provisions of the Act read with the Companies (Meetings

of Board and its Powers) Rules, 2014 (as amended) vide board resolution dated September 27, 2024.

As on date, the constituted Stakeholders Relationship Committee comprises the following members:

Our Company Secretary and Compliance officer will act as the secretary of the Committee.

This Committee supervises all grievances of Shareholders and Investors' and its terms of reference
include the following:

1. Resolving the grievances of the security holders of the listed entity including complaints related to
transfer of shares or debentures, including non-receipt of share or debenture certificates and review
of cases for refusal of transfer / transmission of shares and debentures, non-receipt of annual report
or balance sheet, non-receipt of declared dividends, issue of new/duplicate certificates, general
meetings etc. and assisting with quarterly reporting of such complaints;

2. Review of measures taken for effective exercise of voting rights by shareholders;

3. Investigating complaints relating to allotment of shares, approval of transfer or transmission of
shares, debentures, or any other securities;

4. Giving effect to all transfer/transmission of shares and debentures, dematerialisation of shares and
re-materialisation of shares, split and issue of duplicate/consolidated share certificates, compliance
with all the requirements related to shares, debentures and other securities from time to time;

5. Review of adherence to the service standards adopted by the listed entity in respect of various
services being rendered by the registrar and share transfer agent of the Company and to recommend
measures for overall improvement in the quality of investor services;

6. Review of the various measures and initiatives taken by the listed entity for reducing the quantum
of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory
notices by the shareholders of the company; and

7. Carrying out such other functions as may be specified by the Board from time to time or
specified/provided under the Companies Act or SEBI Listing Regulations, or by any other regulatory
authority. The Stakeholders' Relationship Committee is required to meet at least once in a year under
Regulation 20(3A) of the SEBI Listing Regulations.

The Stakeholders' Relationship Committee is required to meet at-least once in a year.

(i) Any members of this committee may be removed or replaced any time by the board, any member of
this committee ceasing to be a director shall be ceased to be a member of this committee.

(ii) Meetings:

During the year 2024-25, no meetings of the Committee were held.

** Note: The composition of the committees was initially constituted in the Board Meeting held on 27th
September 2024. Subsequently, the first reconstitution took place in the Board Meeting held on 10th January
2025 during FY 2024-25 due to the changes in the board members. The committees were reconstituted for the
second time in the Board Meeting held on 29th May 2025 during FY 2025-26for the same reason mentioned
above..

DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT:

There were no outstanding shares lying in the demat suspense account/unclaimed suspense account and
therefore, disclosure relating to the same is not applicable.

FORMAL EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES OF THE
BOARD AND INDIVIDUAL DIRECTORS UNDER SECTION 134(3)(p) OF THE COMPANIES ACT,
2013:

The requirement of performance evaluation of the Board in terms of the provisions of Section 134(3)(p) of
the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014, was not applicable
to the Company during the period under review.

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

The information on conservation of energy technology absorption and foreign exchange earnings and
outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies
(Accounts) Rules, 2014, is attached to this Report as "Annexure A".

PARTICULAR OF EMPLOYEES:

The information required pursuant to Section 197 of Companies Act, 2013 read with Rule 5 of the
Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company is attached as "Annexure B" to this report.

During the year under review, there was no employee whose remuneration was in excess of the limits
prescribed under Rules 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

As on March 31, 2025, the Company did not have any subsidiary, joint venture or associate.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company falls within the ambit of Section 135 of the Companies Act, 2013, read with the Companies

(Corporate Social Responsibility Policy) Rules, 2014. The applicability of CSR provisions was triggered based
on the net profits of the Company for the financial year 2023-24.

In accordance with its CSR Policy and in compliance with Schedule VII of the Companies Act, 2013, the
Company has spent an amount of ?5,77,000/- towards the objective of "Education of Children". This amount
represents 2% of the average net profits of the Company for the preceding three financial years and was
disbursed through the Jan Jagrati Sevarth Sansthan Society, a registered implementing agency.

Further, as per the requirements of Section 135 of the Act, every company meeting the specified financial
thresholds is required to spend at least 2% of its average net profits from the immediately preceding three
financial years on CSR activities. For the financial year 2024-25, the Company has reported a net profit of
?797.74 lakhs (as calculated under Section 198 of the Act). Accordingly, the Company shall continue to
comply with the CSR obligations for the financial year 2025-26.

The Report on CSR activities as required under the Companies (CSR Policy) Rules, 2014 along with the brief
outline of the CSR policy is annexed as "Annexure D" and forms an integral part of this Report.

AUDITORS:

Statutory Auditors:

M/ s Jyoti Asrani and Associates, Chartered Accountants are the Statutory Auditors of the Company for a
period of five years from the financial year 2024-25 to financial year 2028-29 i.e. till the conclusion of the
annual general meeting of the Company to be held in the year 2029.

The Notes to the financial statements referred in the Auditors' Report are self-explanatory and therefore
do not call for any comments under Section 134 of the Companies Act, 2013. The report given by the
Statutory Auditors on the financial statements of the Company is a part of this Annual Report. There were
no qualifications, reservations, and adverse remark or Disclaimer given by the Statutory Auditors in their
Report.

Reporting of frauds by Auditors:

During the year under review, the Auditors have not reported any instances of fraud under Section 143(12)
of the Act, committed against the Company by its officers or employees, to the Audit Committee or the
Board, the details of which would be required to be mentioned in the Directors' Report.

COST AUDITOR:

The Section 148 of The Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules,
2014 is not applicable to the Company.

MATERIAL ORDER PASSED BY REGULATORS/COURTS/TRIBUNALS:

There was no material order passed by Regulators/Courts/Tribunals during the year under review
impacting the going concern status and company's operations in future.

DEPOSITS:

The Company has not accepted any deposit from the public within the meaning of Chapter V of the
Companies Act 2013 and rules there under.

CORPORATE GOVERNANCE:

The Company adheres to the best Corporate Governance practices and always works in the best interest of
its stakeholders. The Company has incorporated the appropriate standards for corporate governance.
Further, the Company is listed on SME Platform of NSE and as such pursuant to Regulation 15(2) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Regulations 17 to 27 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the
Company.

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

The particulars of loans, guarantees or investments, if any, made during the Financial Year 2024-25, are
disclosed in the notes attached to and forming part of the Financial Statements of the Company, prepared
for the financial year ended March 31, 2025.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company have occurred
between the end of the financial year of the Company to which the Financial Statements relate and the date
of this report.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by
them, your Directors make the following statements in terms of Clause (c) of Sub-Section (3) of Section 134
of the Companies Act, 2013, which states:

a) in the Preparation of the Annual Accounts, the applicable Accounting Standards had been followed
along with proper explanation relating to material departures;

b) the Directors 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 as at the end of the financial year and of the profit /loss of the Company for
that period;

c) 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;

d) the Directors had prepared the Annual Accounts on a going concern basis;

e) the Directors have laid down Internal Financial Controls to be followed by the Company and that such
Internal Financial Controls are adequate and were operating effectively; and

f) 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.

ADEQUACY OF INTERNAL FINANCIAL CONTROL:

The Company has in place proper system of internal financial control which is commensurate with size
and nature of business. The Company has an Audit Committee headed by the Independent Director, inter-
alia, to oversee company's financial reporting process, disclosure of financial information, and reviewing
the performance of statutory and internal auditors with management.

CONFIRMATIONS

During the year under review, the Company has complied with the applicable Secretarial Standards issued
by the Institute of Company Secretaries of India, New Delhi.

MATERNITY BENEFIT ACT 1961:

The Company is in the process of adopting a formal policy in line with the provisions of the Maternity
Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is
committed to ensuring a safe, inclusive, and supportive workplace for women employees, and upon
adoption of the said policy, will extend maternity benefits as prescribed under the Act, including paid
maternity leave, nursing breaks, and protection from dismissal during maternity leave. The Company
further affirms that, following the implementation of the policy, no discrimination shall be made in
recruitment or service conditions on the grounds of maternity, and necessary internal systems and HR
policies will be put in place at the earliest.

RELATED PARTY TRANSACTIONS:

All the Related Party Transactions which were entered into during the Financial Year 2024-25 were at arm's
length basis and in the ordinary course of business. Further, details of material related party transactions
as required to be provided in format of AOC-2 pursuant to clause (h) of sub-section (3) of section 134 of the
Act and Rule 8(2) of the Companies (Accounts) Rules, 2014) of the Companies Act, 2013 form part of this
report as "Annexure E".

ANNUAL RETURN:

As per the requirement of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 read with
rules made there under, as amended from time to time, the Annual Return in Form MGT-7 is available on
the website of the Company in the Annual Return section at https:/ / www.white-force.com/investor

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed report on Management Discussion and Analysis (MD&A) Report is included in this Report as
"Annexure F".

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has in place a policy on "Prevention of Sexual Harassment", through which the Company
addresses complaints of sexual harassment at the all workplaces. 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. During the year under review, there
were no incidences/complaint reported under said Act.

a. Number of complaints of sexual harassment received in the year: NIL

b. Number of complaints disposed off during the year: NIL and

c. Number of cases pending for more than ninety days: NIL

RISK MANAGEMENT AND ITS POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key
business objectives. Major risks identified are systematically addressed through mitigating actions on a
continuing basis. These are discussed at the Meetings of the Audit Committee and the Board of Directors
of the Company.

WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has established a whistle blower policy/ Vigil mechanism in compliance with the provision
of Section 177(10) of the Companies Act, 2013 for the genuine concerns expressed by the employees and
Directors about the unethical behaviour, actual or suspected fraud or violation of the Company's Code of
Conduct. The Company provides adequate safeguards against victimization of employees and Directors
who express their concerns. The Company has also provided direct access to the Chairman of the Audit
Committee on reporting issues concerning the interests of employees and the Company. The Board has
approved the policy for vigil mechanism which is available on the website of the Company at
https:/ / www.white-force.com/investor

PROCEEDINGS INITIATED/ PENDING AGAINST THE COMPANY UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016:

There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy
Code, 2016 which materially impact the Business of the Company.

ACKNOWLEDGEMENT:

Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for their
faith, trust and confidence reposed in the Company and express appreciation to the Workers, Executive
Staff and Team Members at all levels.

Date: 05/09/2025 For and on behalf of Board of Directors

HAPPY SQUARE OUTSOURCING SERVICES LIMITED

Place: Jabalpur

Sd/- Sd/-

Registered office: ----------------------------------------------------------------

240, Nagpur Road, Madan ^{Poonam Ra}jp^{al Dee}p^ika °^ndela

Mahal, Jabalpur - 482008, ^Managⁱⁿg Erector: Erector:

Madhya Pradesh, India (^DIN: °8⁶93498⁾ (^{DIN: 10}885553)