Happy Square Outsourcing Services Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2026

The Board of Directors are pleased to present its Ninth 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, 2026.

FINANCIAL HIGHLIGHTS:

The summarized Financial Performance/highlights of the Company for the year ended on March 31, 2026 is as under:

			(Rs. in lakh)
	PARTICULARS	STANDALONE - FINANCIAL	STANDALONE - FINANCIAL
		STATEMENTS-YEAR ENDED	STATEMENTS-YEAR ENDED
		MARCH 31, 2026	MARCH 31, 2025
	Revenue from Operations	1,09,16.62	9,741.46
	Other Income	71.74	26.89
	Total Income	10,988.36	9,768.35
	Expenses:
	- Cost of Services Consumed	9535.65	8,496.00
	- Employee benefits Expenses	264.40	200.58
	- Finance Costs	94.73	115.32
	- Depreciation and Amortization	76.19	45.19
	Expenses
	- Other Expenses	401.93	113.52
	Total Expenses	10,372.91	8,970.61
	Profit / (Loss) before exceptional and extra-ordinary Items and tax	615.45	797.74
	Prior Period Items	22.62	-
	Profit / (Loss) after Extra Ordinary Items and before tax	592.82	797.74
	Tax Expense:
	A) Current Income Tax	52.08	206.06
	B) Prior years tax expense	(60.44)	(4.15)
	C) Deferred Tax (Assets)/Liabilities	2.80	1.34
	Profit / (Loss) After Tax	598.38	594.48

STATE OF COMPANY''S AFFAIRS AND OPERATIONS:

During the year under review, revenue from operations has increased to Rs. 1,09,16.62 Lakhs in comparison to

Rs. 9,741.46 Lakhs in last financial year. Profit before tax decreased to Rs. 592.82 Lakhs in comparison to Rs. 797.74Lakhs in last financial year.

DIVIDEND:

To conserve the resources for future prospect and growth of the Company, your Directors do not recommend any dividend for the Financial Year 2025-26.

TRANSFER TO RESERVES:

During the year, the Board of your Company has appropriated / transferred 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 31.03.2026 reflects a balance of Rs. 3048.18 Lakhs under the head "Reserves & Surplus". This amount includes the securities premium received on issue of Equity Shares pursuant to the Initial Public Offering (IPO) during the year.

CHANGE IN NATURE OF BUSINESS:

During the year the Company passed the resolution through the postal ballot on 26^th March, 2026 and take the approval of the shareholders for addition in the existing object of the company to expand the scope of activities and include the supply of farm labour and agricultural support services directly connected with cultivation and production of agricultural crops and allied activities thereby enabling the Company to diversify its business operations. Other details are same 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. There is no other change in the nature of business.

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 2025-26, the Company completed the process of an Initial Public Offering (IPO). 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.

The Authorized Share Capital of the Company is Rs.25,00,00,000/- (Rupees Twenty-Five crore Only) divided into 2,50,00,000 (Rupees Two crore Fifty lakhs Only) Equity Shares of Rs.10/- (Rupees Ten) each. The Company

I has issued and allotted 31,90,400 Equity shares of Rs 10/- each at a price of Rs 76/- per share through initial | pubhc offer aggregating to Rs 24.2470/- crore. Subsequent to completion of the IPO, the paid-up share capital of | the company increased from Rs.8.41 Crore to Rs. 11.6004 Crore.

| The actual net issue proceeds after deducting the issue expenses is Rs 2247.88 Lakhs. As on 31st March, 2026 i the company has utilized the amount of Rs.1658.06 Lakhs and remaining unutilized amount of Rs.766.64 Lakhs

| lying in the General Corporate Purpose with the bank.

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

I The Company got hsted 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 pubhc.

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

! During the year under 2025-26, 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): i • Board of Directors and KMPs:

! The Board of Directors of the Company consists of:

! 1. Mrs. Shraddha Rajpal- Promoter & Managing Director (w.e.f. 24/02/2026)

! 2. Mrs. Poonam Rajpal- Whole Time Director (w.e.f. 24/02/2026)

! 3. Mrs. Deepika Ondela- Whole Time Director

! 4. Mrs. Rani Mathya - Non Executive Director

! 5. Mrs. Gurpreet Kaur Dhanjal - Independent Director

| 6. Mrs. Rupah Kesharwani- Independent Director (w.e.f. 07/06/2025)

| 7. Mrs. Swama Keshri - Company Secretary & Compliance Officer (w.e.f. 13/11/2025)

I 8. Mr. Vikas Jam - Chief Financial Officer (w.e.f. 23/02/2026)

| In the opinion of the Board, all the Independent Directors possess the 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 2025-26, following changes took place in the board composition as under:
	Name of Director / KMP	Date of Event	Nature of Event	Reasons for changes
	Poonam Rajpal	February 23, 2026	Resignation	The Board took on record the resignation of Mrs. Poonam Rajpal from the designation of Managing Director. She was originally appointed as a Additional Director (Executive) with effect from December 27, 2024 and thereafter regularized as Managing Director with effect from 10 th January, 2025.
	Poonam Rajpal	February 23, 2026	Appointment	Mrs. Poonam Rajpal was appointed as an Additional Director and Whole-Time Director with effect from February 24, 2026. Her appointment as Whole-Time Director for a period of 5 years was subsequently regularized by the Members through Postal Ballot on March 26, 2026.
	Shraddha Rajpal	February 24, 2026	Appointment	Mrs. Shraddha Rajpal was appointed as an Additional Director and Managing Director with effect from February 24, 2026. Her appointment as Managing Director for a period of 5 years was subsequently regularised by the Members through Postal Ballot on March 26, 2026.
	Pavithra P.	February 20, 2026	Resignation	The Board took on record the cessation of Mr. Prasanna Kumar Pavithra from the position of Independent Director on account of his increasing professional commitments.
	Angha Ambalkar	November 05, 2025	Resignation	The Board took on record the resignation of Ms. Angha Ambalkar from the position of Company Secretary & Compliance Officer on account of better career opportunity elsewhere.
	Swarna Keshri	November 13, 2025	Appointment	Pursuant to the approval of the Board at the board meeting held on 13th November, 2025 Ms. Swarna Keshri was appointed as Company Secretary & Compliance Officer of the Company.
	Kanchan Patel	January 05, 2026	Resignation	The Board took on record the resignation of Ms. Kanchan Patel from the position of Chief Financial Officer on account of personal and professional reasons.
	Vikas Jain	February 23, 2026	Appointment	Pursuant to the approval of the Board at the board meeting held on 23rd February, 2026 Mr. Vikas Jain was appointed as a Chief Financial Officer of the Company.

• Retire by Rotation:

Pursuant the provisions of Section 152 of the Companies Act, 2013 and rules thereof Mrs. Deepika Ondela (DIN: 10885553) retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. The Board recommends the aforesaid re-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 2025-26, 11 (Eleven) 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:

	Name of Directors	Designation	No. of Board meeting (eligible to attend during the tenure)	No. of Board meeting attended
	Mrs. Shraddha Rajpal	Managing Director (Appointed on 24th February, 2026)	0	0
	Mrs. Rani Mathya	Non-Executive Director	11	08
	Mrs. Gurpreet Kaur	Independent Director	11	11

	Name of Directors	Designation	No. of Board meeting (eligible to attend during the tenure)	No. of Board meeting attended
	Dhanjal
	Mrs. Pavithra P. (Resigned w.e.f. 20/02/2026	Independent Director	10	06
	Mrs. Rupali Kesharwani	Independent Director	08	08
	Mrs. Poonam Rajpal	Managing Director / Whole-Time Director (Re-designated w.e.f. 24/02/2026)	11	11
	Mrs. Deepika Ondela	Whole Time Director	11	11

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:

In accordance with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has a qualified and independent Audit Committee. All recommendations of the Audit Committee were accepted by the Board of Directors of the Company.

The Audit Committee comprises following members.

Sr. No.	Name of Members	Designation
1.	Mrs. Rupali Kesharwani	Chairperson
2.	Mrs. Gurpreet Kaur Dhanjal	Member
3.	Mrs. Shraddha Rajpal	Member

The Company Secretary of our Company shall act as a Secretary of the Audit Committee. The Chairman of the Audit Committee shall attend the Annual General Meeting of our Company to furnish clarifications to the shareholders in any matter relating to financial statements. The scope and function of the Audit Committee and its terms of reference shall include the following:

The scope of audit committee shall include, but shall not be restricted to, the following:

1. The recommendation for the appointment, re-appointment and, if required, the replacement or removal of the auditor, their remuneration and fixation of terms of appointment of the Auditors of the Company;

2. Review and monitor the auditors'' independence and performance, and effectiveness of audit process;

3. Examination of financial statement and auditors'' report thereon including interim financial result before submission to the Board of Directors for approval;

a) Matters required to be included in the director''s responsibility statement to be included in the Board''s Report in

b) terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013

c) Changes, if any, in accounting policies and practices and reasons for the same

d) Major accounting entries involving estimates based on the exercise of judgment by management

e) Significant adjustments made in the financial statements arising out of audit findings

f) Compliance with listing and other legal requirements relating to financial statements

g) Disclosure of any related party transactions

h) Qualifications in the draft audit report.

4. Approval or any subsequent modification of transactions of the Company with related party;

Provided that the Audit Committee may make omnibus approval for related party transactions proposed to be entered into by the company subject to such conditions as may be prescribed under the Companies Act, 2013 or any subsequent modification(s) or amendment(s) thereof;

Provided further that in case of transaction, other than transactions referred to in section 188 of Companies Act 2013 or any subsequent modification(s) or amendment(s) thereof, and where Audit Committee does not approve the transaction, it shall make its recommendations to the Board;

Provided also that in case any transaction involving any amount not exceeding one crore rupees is entered into by a director or officer of the company without obtaining the approval of the Audit Committee and it is not ratified by the Audit Committee within three months from the date of the transaction, such transaction shall be voidable at the option of the Audit Committee;

5. Reviewing, with the management, and monitoring the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ 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;

6. Scrutiny of Inter-corporate loans and investments;

7. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation, etc. on the listed entity and its shareholders;

8. Reviewing and discussing 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;

9. To review the functioning of the Whistle Blower mechanism, in case the same is existing;

10. Valuation of undertakings or assets of the company, where ever it is necessary;

11. Evaluation of internal financial controls and risk management systems and reviewing, with the management, performance of statutory & internal auditors, and adequacy of the internal control systems;

12. Reviewing the adequacy of internal audit function, if any including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit and discussion with internal auditors of any significant findings and follow up there on;

13. 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;

14. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

15. 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;

16. 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; and

17. Carrying out any other function as assigned by the Board of Directors & other matters as may be required by any statutory, contractual or other regulatory requirements to be attended to by such committee from time to time.

18. Review of Information

a) Management discussion and analysis of financial condition and results of operations;

b) Management letters / letters of internal control weaknesses issued by the statutory auditors;

c) Internal audit reports relating to internal control weaknesses; and

d) The appointment, removal and terms of remuneration of the Internal Auditor.

19. Powers of Committee

a) To investigate any activity within its terms of reference;

b) To seek information from any employees;

c) To obtain outside legal or other professional advice; and

d) To secure attendance of outsiders with relevant expertise, if it considers necessary.

(ii) Meetings:

During the year 2025-26, [04] meetings of the Committee were held.

l. Nomination and Remuneration Committee

In accordance with the provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted Nomination and Remuneration Committee.

The Nomination and Remuneration Committee comprises the following members:

Sr. No.	Name of Members	Designation
1.	Mrs. Rupali Kesharwani	Chairperson
2.	Mrs. Gurpreet Kaur Dhanjal	Member
3.	Mrs. Rani Mathya	Member

The Company Secretary of our Company shall act as a Secretary to the Nomination and Remuneration Committee. The scope and function of the Committee and its terms of reference shall include the following:

(i) Terms of reference of the Nomination and Remuneration Committee is as under:

1. formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

2. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. consider the time commitments of the candidates.

3. formulation of criteria for evaluation of performance of independent directors and the board of directors;

4. To ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

5. 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 of Directors their appointment and removal and shall carry out evaluation of every director''s performance;

6. recommend to the board, all remuneration, in whatever form, payable to senior management;

7. Such other matters as may be required by any statutory, contractual or other regulatory requirements to be attended to by such committee from time to time.

(ii) Meetings:

During the year 2025-26, [03] meetings of the Committee were held.

(iii) Nomination and Remuneration Policy:

The Board of Directors of the Company has, on the recommendation of Nomination and Remuneration Committee, framed and adopted a Nomination and Remuneration Policy. The said policy is available on the website of the Company at https:/ / www.white-force.com/investor

Salient features of the policy dealing with nomination and remuneration are, as under:

Objective:

The objective of this Policy is to guide the Board of Directors of the Company on:

a. Appointment and removal of Directors, Key Managerial Personnel and employees in Senior Management;

b. Remuneration payable to the Directors, Key Managerial Personnel and employees in Senior Management;

c. Board Diversity;

d. Succession plan for Directors, Key Managerial Personnel and employees in Senior Management;

e. Evaluation of individual Directors, Chairperson of the Board, the Board as a whole and the Committees of the Board

Roles & Responsibilities:

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

3. Stakeholders Relationship Committee:

The company has constituted the Stakeholders Relationship Committee as per the provision of section 178 of Companies Act, 2013 and as per Regulation 20 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The constituted Stakeholders Relationship Committee comprises the following members:

Sr. No.	Name of Members	Designation
1.	Mrs. Rupali Kesharwani	Chairperson
2.	Mrs. Gurpreet Kaur Dhanjal	Member
3.	Mrs. Shraddha Rajpal	Member

The Company Secretary of our Company shall act as a Secretary to the Stakeholders Relationship Committee.

(i) Terms of reference of the Stakeholders Relationship Committee is as under:

The scope and function of the Stakeholders Relationship Committee and its terms of reference shall include the following:

1. Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

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

3. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

4. 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.

5. Such other matters as may be required by any statutory, contractual or other regulatory requirements to be attended to by such committee from time to time.

(ii) Meetings:

During the year 2025-26, (1) meeting of the Committee were held.

Link of committees is as under: https:/ / www.white-force.com/investor

** 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 2025-26 for the same reason mentioned above. Subsequently the committees were reconstituted for the third time on 23^rd February, 2026 during FY 2025-26 for 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:

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, the Nomination and Remuneration Committee has carried out the annual evaluation of Individual Directors of the Company; and the Board of Directors has carried out the annual evaluation of the performance of performance of the Board and its Committees and Independent Directors. Further, Independent Directors also reviewed the performance of the Non-Independent Director and Board as a Whole and performance of the Chairman. The evaluation sheet for evaluation of Board, committees and Directors/Chairman were circulated to the respective meetings of the Board, Nomination and remuneration Committee and Independent Directors Separate Meeting. A separate meeting of the Independent Directors was held on February 28, 2026 to consider the performance evaluation in accordance with Schedule IV of the Companies Act, 2013.

The performance of the Board is evaluated based on composition of the Board, its committees, performance of duties and obligations, governance issues etc. The performance of the committees is evaluated based on adequacy of terms of reference of the Committee, fulfilment of key responsibilities, frequency and effectiveness of meetings etc. The performance of individual Directors and Chairman was also carried out in terms of adherence to code of conduct, participation in board meetings, implementing corporate governance practices etc.

The Independent Directors are evaluated based on their participation and contribution, commitment, effective deployment of knowledge and expertise, effective management of relationship with stakeholders, integrity and maintenance of confidentiality and independence of behaviour and judgement.

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:

i As on March 31, 2026, the Company did not have any subsidiary, joint venture or associate.

| CORPORATE SOCIAL RESPONSIBILITY (CSR):

I The Company falls within the ambit of Section 135 of the Companies Act, 2013, read with the Companies | (Corporate Social Responsibility Pohcy) Rules, 2014. The applicability of CSR provisions was triggered based on | the net profits of the Company for the financial year 2024-25.

| In accordance with its CSR Pohcy and in compliance with Schedule VII of the Companies Act, 2013, the Company

| has spent an amount of ?10, 85,000/- towards the objective of “Eradicating hunger, poverty and malnutrition",

i This amount represents 2% of the average net profits of the Company for the preceding three financial years and

| was disbursed through the Mannat Social Welfare Society, a registered implementing agency.

i Further, as per the requirements of Section 135 of the Act, every company meeting the specified financial

i thresholds is required to spend at least 2% of its average net profits from the immediately preceding three

i financial years on CSR activities. For the financial year 2025-26, the Company has reported a net profit of

! ?7,97,73,000/- (as calculated under Section 198 of the Act). Accordingly, the Company shall continue to comply

! with the CSR obligations for the financial year 2026-27.

! The Report on CSR activities as required under the Companies (CSR Pohcy) 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.

| Report of Auditors:

I 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.

i 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.

SECRETARIAL AUDITORS AND THEIR REPORT:

Board of Directors of your Company has appointed M/s B.S. Vyas & Associates Company Secretaries, as Secretarial Auditors to carry out Secretarial Audit of the Company and for the Financial Year 2025-26. Based on the audit carried out by Secretarial Auditors, they have submitted their report(s), which are annexed herewith as (Annexure-F ) and forms part of this Boards'' Report. Report(s) of Auditors are self-explanatory and do not contain any qualification, reservation or adverse remark.

COMPLIANCE WITH SECRETARIAL STANDARDS:

Your Company has complied with the provisions of applicable Secretarial Standard I and Secretarial Standard II, issued and notified by the Institute of Company Secretaries of India (ICSI).

COST AUDITOR:

Since your Company is engaged in the business of supply of manpower provisions regarding maintenance of cost records as specified by the Central Government under Section 148 of the Companies Act, 2013 and rules made thereunder, are not applicable.

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 2025-26, 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, 2026.

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.

MATERNITY BENEFIT ACT:

Your Company has complied with all applicable provisions of the Maternity Benefit Act, 1961.

RELATED PARTY TRANSACTIONS:

All the Related Party Transactions which were entered into during the Financial Year 2025-26 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:

Management Discussion and Analysis Report forming the part of the Annual Report Annexure- G PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company''s policy on prevention of sexual harassment at workplace is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder an Internal Complaint Committee has been set up to receive & redress the complaints regarding sexual harassment under the aforesaid Act. All employee (permanent, contractual, temporary, trainees) is covered under the policy.

There was no complaint received from any employee during the Financial Year 2025-26 and hence, no complaint is outstanding as at the end of the year for redressal.

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 with respect to FY 2025-26 is as under:-

1. Number of complaints pending at the beginning of the financial year NIL

2. Number of complaints filed during the financial year NIL

3. Number of complaints disposed off during the financial year NIL

4. Number of cases pending for more than ninety days NIL

5. Number of complaints pending at the end of the financial year NIL

HUMAN RESOURCES:

At the end of March 2026, the total employee strength of the Company was more than 160. The Company''s focus is to drive each employee to be more focused and productive. Regular training programs at various levels are in

I operation. Incentives are given wherever required to motivate staff to meet Company''s overall objectives.

| REMUNERATION DISCLOSURES:

! Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Companies ! Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,

! are annexed as Annexure-B to this Report.

| RISK MANAGEMENT AND ITS POLICY:

I Pursuant to the requirement of the Companies Act, 2013 & rules made thereunder and SEBI (Listing Obligations | and Disclosure Requirements) Regulations, 2015, the Company has a well-defined Risk Management Pohcy. Your | Company recognizes risk management as an integral component of good corporate governance and fundamental

| in achieving its strategic and operational objectives. The pohcy is intended to improve decision making,, define

| opportunities and to mitigate material events that may impac t shareholder value. Your Company has taken

i adequate insurance to protect its assets.

| WHISTLE BLOWER POLICY/VIGIL MECHANISM:

I The Company has estabhshed a whistle blower pohcy/ Vigil mechanism in compliance with the provision of I 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 pohcy 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 j Team Members at all levels.

---

Mar 31, 2025

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:

PARTICULARS	STANDALONE - FINANCIAL STATEMENTS-YEAR ENDED MARCH 31, 2025	STANDALONE - FINANCIAL STATEMENTS-YEAR ENDED MARCH 31, 2024
Revenue from Operations	9,741.46	6,928.87
Other Income	26.89	25.43
Total Income	9,768.35	6,954.31
Expenses:
- Cost of Services Consumed	8,496.00	6,113.34
- Employee benefits Expenses	200.58	104.94
- Finance Costs	115.32	65.68
- Depreciation and Amortization Expenses	45.19	18.28
- Other Expenses	113.52	66.15
Total Expenses	8,970.61	6,368.38
Profit / (Loss) before exceptional and extra-ordinary Items and tax	797.74	585.93
Prior Period Items	-	23.05
Profit / (Loss) after Extra Ordinary Items and before tax	797.74	562.88
Tax Expense:
A) Current Income Tax	206.06	147.30
B) Prior years tax expense	(4.15)	10.58
C) Deferred Tax (Assets)/Liabilities	1.34	(0.69)
Profit / (Loss) After Tax	594.48	405.69

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:

Name of Director / KMP	Date of Event	Nature of Event	Reasons for changes
Poonam Rajpal	December 27, 2024	Appointment	Pursuant to approval of Board of Directors in their meeting held on December 27, 2024, she was appointed as an Additional Director (Executive) with effect from December 27, 2024.
Deepika Ondela	December 27, 2024	Appointment	Pursuant to approval of Board of Directors in their meeting held on December 27, 2024, she was appointed as an Additional Director (Executive) with effect from December 27, 2024.
Poonam Rajpal	December 31, 2024	Change in Designation (Re gularization)	Pursuant to approval of members in the Extra Ordinary General meeting held on January 10, 2025, her designation was from Additional Director to Managing Director for a period of 5 years with effect from January 10, 2025.
Deepika Ondela	December 31, 2024	Change in Designation (Re gularization)	Pursuant to approval of members in the Extra Ordinary General meeting held on January 10, 2025, her designation was from Additional Director to Whole Time Director for a period of 5 years with effect from January 10, 2025.
Shraddha Rajpal	December 31, 2024	Resignation	The Director filed the cessation as Managing Director and Chairman due to personal commitments and the Board has taken on records the resignation.
Nalini Rajpal	December 31, 2024	Resignation	The Director filed the cessation as Whole-time due to personal commitments and the Board has taken on records the resignation.
Gurpreet Kaur Dhanjal	June 26, 2024	Appointment	Pursuant to approval of members in the Extra Ordinary General meeting held on June 26, 2024, appointed as an Independent Director for a period of 5 years with effect from June 26,

			2024.
Jayanthi Talluri	June 26, 2024	Appointment	Pursuant to approval of members in the Extra Ordinary General meeting held on June 26, 2024, appointed as an Independent Director for a period of 5 years with effect from June 26, 2024.
Jayanthi Talluri	April 28, 2025	Resignation	The Director filed cessation as Independent Director due to increasing professional commitments and the Board has taken on records the resignation.
Pavithra P.	September 13, 2024	Appointment	Pursuant to approval of members in the Extra Ordinary General meeting held on 13th September, 2024, appointed as an Independent Director for a period of 5 years with effect from September 13, 2024.
Rupali Kesharwani	May 29, 2025	Appointment	Pursuant to approval of members in the Extra Ordinary General meeting held on June 07, 2025, her designation was from Additional Director (Non-Executive and Independent) to Independent Director for a period of 5 years with effect from June 07, 2025.

• 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:

Name of Directors	Designation	No. of Board meeting (eligible to attend during the tenure)	No. of Board meeting attended
Mrs. Shraddha Rajpal	Chairperson & Managing Director (Resigned on 31st December, 2024)	17	17
Mrs. Nalini Rajpal	Whole Time Director (Resigned on 31st December, 2024)	17	17
Mrs. Rani Mathya	Executive Director	16	16
Mrs. Jayanthi Talluri	Independent Director	15	09
Mrs. Gurpreet kaur Dhanjal	Independent Director	15	15
Mrs. Pavithra P.	Independent Director	09	09
Mrs. Poonam Rajpal	Managing Director	04	04
Mrs. Deepika Ondela	Whole Time Director	04	04

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:

Sr. No.	Name of Members	Category	Designation
1.	Rupali Kesharwani	Independent Director	Chairperson
2.	Gurpreet Kaur Dhanjal	Independent Director	Member
3.	Pavithra P	Independent Director	Member
4.	Poonam Rajpal	Managing Director	Member

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:

Sr. No.	Name of Members	Category	Designation
1.	Rupali Kesharwani	Independent Director	Chairperson
2.	Gurpreet Kaur Dhanjal	Independent Director	Member
3.	Pavithra P.	Independent Director	Member
4.	Rani Mathya	Non-Executive Director	Member

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:

Sr. No.	Name of Members	Category	Designation
1.	Rupali Kesharwani	Independent Director	Chairperson
2.	Gurpreet Kaur Dhanjal	Independent Director	Member
3.	Pavithra P	Independent Director	Member
4.	Poonam Rajpal	Managing Director	Member

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)