Happy Square Outsourcing Services Ltd Auditor Reports

on Restated Financial Information of HAPPY SQUARE OUTSOURCING SERVICES LIMITED

(Formerly Known as HAPPY SQUARE OUTSOURCING SERVICES PRIVATE LIMITED)

To,

The Board of Directors

HAPPY SQUARE OUTSOURCING SERVICES LIMITED

(Formerly Known as HAPPY SQUARE OUTSOURCING SERVICES PRIVATE LIMITED)

240, Nagpur Road, Madan Mahal,

Jabalpur - 482008, Madhya Pradesh, India.

Dear Sirs,

1. We have examined the attached Restated Financial Information of HAPPY SQUARE OUTSOURCING SERVICES LIMITED (Formerly Known as HAPPY SQUARE OUTSOURCING SERVICES PRIVATE LIMITED) (the "Company") comprising the Restated Statement of Assets and Liabilities as at March 31, 2025, 2024 and 2023, the Restated Statements of Profit and Loss and the Restated Cash Flow Statement for the period/years ended March 31, 2025, 2024 and 2023 the Summary Statement of Significant Accounting Policies, and other explanatory information (collectively referred to as, the "Restated Financial Information"), as approved by the Board of Directors of the Company at their meeting held on 29th May, 2025 for the purpose of inclusion in the Red Herring Prospectus/ Prospectus prepared by the Company in connection with its proposed

Initial Public Offer of equity shares ("IPO") on Emerge Platform of National Stock Exchange of India Limited ("NSE").

These restated Summary Statement have been prepared in terms of the requirements of:

a. Section 26 of Part I of Chapter III of the Companies Act, 2013 (the "Act") read with Rules 4 to 6 of

Companies (Prospectus and Allotment of Securities) Rules, 2014 ("the Rules");

b. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("ICDR Regulations"); and

c. The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India ("ICAI"), as amended from time to time (the "Guidance Note").

2. The Companys Board of Directors is responsible for the preparation of the Restated Financial Information for the purpose of inclusion in the Red Herring Prospectus/Prospectus to be filed with Securities and Exchange Board of India, Registrar of Companies, Madhya Pradesh at Gwalior, and the Stock Exchange in connection with the proposed IPO. The Restated Financial Information has been prepared by the management of the Company on the basis of preparation stated in Annexure 4 to the Restated Financial Information. The responsibilities of the Board of Directors of the Company include designing, implementing, and maintaining adequate internal control relevant to the preparation and presentation of the Restated Financial Information. The Board of Directors are also responsible for identifying and ensuring that the Company complies with the Act, ICDR Regulations and the Guidance Note.

3. We have examined such Restated Financial Information taking into consideration:

a. The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement letter dated 03rd March, 2025 in connection with the proposed IPO of equity shares of HAPPY SQUARE OUTSOURCING SERVICES LIMITED (the "Issuer Company") on SME Platform of National Stock exchange of India Limited ("NSE EMERGE") Emerge platform of NSE;

b. The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI;

c. Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Financial Information; and

d. The requirements of Section 26 of the Act and the ICDR Regulations. Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Act, the ICDR Regulations and the Guidance Note in connection with the IPO.

4. These Restated Financial Information have been compiled by the management from:

a. Audited financial statements of the Company for the period ended on March 31, 2025 prepared in accordance with Accounting Standard as prescribed under section 133 of the Act read with Companies (Accounting Standards) Rules as amended, and other accounting principles generally accepted in India, which has been approved by the Board of Directors at their meeting held on 29th May, 2025

b. Audited Financial Statements of the Company for the period ended on March 31, 2024 prepared in accordance with Accounting Standard as prescribed under section 133 of the Act read with Companies (Accounting Standards) Rules as amended, and other accounting principles generally accepted in India, which has been approved by the Board of Directors at their meeting held on 02nd September, 2024.

c. Audited Financial Statements of the Company for the years ended on March 31, 2023, prepared in accordance with the Accounting Standards as prescribed under Section 133 of the Act read with Companies (Accounting Standards) Rules as amended, and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meeting held on September 27, 2023.

5. For the purpose of our examination, we have relied on:

a. Auditors Report issued by us dated 29th May, 2025 and 02nd September, 2024, on the Financial Statement of the Company for the period ended on March 31th 2025 and March 31st 2024 respectively.

b. Auditors Report issued by the previous auditor dated September 27th 2023 on the financial statements of the Company as at and for the years ended March 31st 2023 as referred in Paragraph 4(c) above.

c. The audit for the financial year ended March 31st, 2023 was conducted by the previous auditors CA Trishala Koshta, Chartered Accountants ("The previous auditor"), having Membership no. 437719. The previous auditor is not in the position to examine the Restated statement of assets and liabilities and Restated Statement of Profit and Loss Accounts and Restated Cash Flow statements, the summary statement of significant accounting policies, and other explanatory information (collectively, the audited financial information). We have performed adequate procedures to restate the financial information for the said years. The examination report included for the said years is based solely on the report submitted by the previous auditor.

6. There were no qualifications in the Audit Reports issued as at and for the years ended on March 31st 2025, 2024 and 2023 which would require adjustments in this Restated Financial Information of the Company.

7. Based on our examination and according to the information and explanations given to us, we report that:

a. The Restated Summary Statements have been made after incorporating adjustments for the changes in accounting policies retrospectively in respective financial years to reflect the same accounting treatment as per the changed accounting policy for all reporting periods, if any;

b. The Restated Summary Statements do not require any adjustments for the matter(s) giving rise to modifications mentioned in paragraph 6 above.

c. The Restated Summary Statements have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.

d. The Restated Summary Statements have been made after incorporating adjustments for prior period and other material amounts in the respective financial years to which they relate, if any; e. There was no change in accounting policies, which need to be adjusted in the Restated Summary Statement.

The details of Prior period Adjustments are given in Annexure 5 of the Restated Financial Statements.

f. From Financial Years 2022-23 to 2024-25, i.e. the years covered in the Restatement, the Company has not declared and paid any dividend.

8. We have also examined the following other financial information relating to the Company prepared by the Management and as approved by the Board of Directors of the Company and annexed to this report relating to the Company as at and for the period / years ended on March 31st 2025, 2024and 2023 proposed to be included in the Red Herring Prospectus / Prospectus.

Annexure No.	Particulars
1	Statement of Assets & Liabilities as Restated
2	Statement of Profit & Loss as Restated
3	Statement of Cash Flow as Restated
4	Significant Accounting Policy and Notes to the Restated Summary Statements
5	Adjustments made in Restated Financial Statements / Regrouping Notes
6	Statement of Share Capital as Restated
7	Statement of Reserves & Surplus as Restated
8	Statement of Long-Term Borrowings as Restated
9	Statement of Long-Term Provisions as Restated
10	Statement of Short-Term Borrowings as Restated
11	Statement of Trade Payable as Restated
12	Statement of Other Current Liabilities as Restated
13	Statement of Short-Term Provisions as Restated
14	Statement of Property, Plant & Equipment and Intangible Assets as Restated
15	Statement of Non-Current Investments as Restated
16	Statement of Long-Term Loans and Advances as Restated
17	Statement of Deferred Tax Assets as Restated
18	Statement of Trade Receivables as Restated
19	Statement of Cash & Bank Balances as Restated
20	Statement of Short-Term Loans and Advances as Restated
21	Statement of Other Current Assets as Restated
22	Statement of Revenue from Operations as Restated
23	Statement of Other Income as Restated
24	Statement of Cost of Services Consumed as Restated
25	Statement of Employees Benefit Expenses as Restated
26	Statement of Finance Costs as restated
27	Statement of Depreciation & Amortisation Expenses as Restated
28	Statement of Other Expenses as Restated
29	Statement of Summary of Accounting Ratios as Restated
30	Statement of Tax Shelter as Restated
31	Statement of Related Parties Transaction as Restated
32	Statement of Provision for Gratuity as Restated
33	Statement of Contingent Liability as Restated
34	Additional Disclosures with respect to Amendments to Schedule III as Restated
35	Statement of Corporate Social Responsibility as Restated
36	Statement of Capitalisation Statement as Restated

9. We, M/s. Jyoti Asrani & Associates, Chartered Accountants have been subjected to the peer review process of the Institute of Chartered Accountants of India ("ICAI") and hold a valid peer review certificate issued by the "Peer Review Board" of the ICAI.

10. The Restated Financial Information does not reflect the effects of events that occurred subsequent to the respective dates of the reports on the Special Purpose Financial Statements and Audited Financial Statements mentioned in paragraph 5 above.

11. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports issued by us, nor should this report be construed as a new opinion on any of the financial statements referred to herein.

12. We have no responsibility to update our report for events and circumstances occurring after the date of the report.

13. Our report is intended solely for use of the Board of Directors for inclusion in the Red Herring Prospectus/ Prospectus to be filed with Securities and Exchange Board of India, the Stock Exchanges and Registrar of Companies- Madhya Pradesh at Gwalior in connection with the proposed IPO. Our report should not be used, referred to, or distributed for any other purpose except with our prior consent in writing. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing.

For Jyoti Asrani & Associates,

Chartered Accountants, Firm Reg No:

010126C,

Peer Review Certificate No. 016774,

Sd/-

CA Jyoti Asrani

(Partner)

Membership No. : 079966

UDIN: :25079966BMIIJO8475

Place : Jabalpur

Date : 29th May, 2025