Dreamfolks Services Ltd Directors Report

Dear Members,

Your Board of Directors are pleased to present the 17th Annual Report on the business performance and operations of Dreamfolks Services Limited (“Company”) along with the Audited Financial Statements (consolidated as well as standalone) for the financial year ended March 31, 2025.

FINANCIAL PERFORMANCE

The Audited Financial Statements of your Company as on March 31, 2025, are prepared in accordance with the relevant/applicable Indian Accounting Standards (“Ind AS”) and the provisions of the Companies Act, 2013 (“Act”).

The consolidated financial statements have been prepared on the basis of Audited Financial Statements of the Company and its subsidiaries, as approved by their respective Board of Directors.

The Financial highlights are summarized below:

(in INR Million)

	Consolidated		Standalone
Particulars	Year ended March 31, 2025	Year ended March 31, 2024	Year ended March 31, 2025	Year ended March 31, 2024
Revenue from Operations	12,918.82	11,350.12	12,918.82	11,349.46
Other Income	85.60	33.26	89.55	33.17
Total Income	13,004.42	11,383.38	13,008.37	11,382.63
Cost of services	11,417.80	9,981.71	11,415.82	9,975.46
Employee benefits expenses	425.72	284.85	397.06	282.09
Finance costs	35.86	10.18	35.86	10.12
Depreciation and amortization	38.34	37.02	38.29	37.00
expenses
Other expenses	187.85	145.09	179.04	140.61
Total Expenses	12,105.57	10,458.85	12,066.07	10,445.28
Profit/ (Loss) before Tax (PBT)	898.85	924.53	942.30	937.35
Profit/ (Loss) after Tax (PAT)	650.50	686.37	696.83	696.83
Attributable to
- Owners	654.29	690.04	696.83	696.83
- Non-controlling interest	(3.79)	(3.67)
Total Comprehensive Income	650.24	684.62	695.91	695.17
Attributable to:
- Owners	654.03	688.29	695.91	695.17
- Non-controlling interest	(3.79)	(3.67)

PERFORMANCE HIGHLIGHTS

A Consolidated income, comprising Revenue from Operations and other income, for FY 2024-25 was INR 13,004.42 Million as against INR 11,383.38 Million in FY 2023-24;

A Consolidated Profit before Tax for the FY 2024-25 was INR 898.85 Million vis-a-vis INR 924.53 Million in FY 2023-24; and A Consolidated Profit after Tax for the FY 2024-25 was INR 650.50 Million compared to INR 686.37 Million in FY 2023-24.

COMPANYS PERFORMANCE & FUTURE OUTLOOK

We are Indias leading travel and lifestyle services aggregator, offering a broad suite of solutions through our proprietary technology platform. Our agile tech capabilities allows us to build scalable, customised offerings for our clients, card issuers, card networks and enterprises. We proudly manage lounge and travel benefit programs for some of the most prominent banks and card networks in India, offering seamless access to premium experiences across 3,000+ global touchpoints.

DreamFolks offers a comprehensive range of services designed to enhance and personalise every aspect of the travel and lifestyle experience. We have consistently expanded our portfolio to include a diverse set of value-added services. Over the years, we have moved far beyond lounges to become a true enabler of premium travel and lifestyle experiences.

A detailed analysis and insight into the financial performance and operations of your Company for the year under review and future outlook, is appearing under the Management Discussion and Analysis section, which forms part of this Annual Report.

FINANCIAL GOVERNANCE

1. DIVIDEND

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”) the Board of Directors of the Company (the Board) formulated and adopted the Dividend Distribution Policy (the Policy). The Policy that balances the dual objectives of rewarding shareholders through dividends, whilst also ensuring availability of sufficient funds for growth of the Company. The Policy is available on the following weblink https://www.dreamfolks.com/files/policy/Dividend- Distribution-policy.pd .

The Board has not recommended any Dividend for the financial year ended March 31, 2025.

2. TRANSFER TO RESERVES

The closing balance of the retained earnings of the Company for FY 2024-25, after all appropriations and adjustments was INR 2715.47 Million. Further, during the year under review, no amount has been transferred to the Reserve of the Company.

3. LIQUIDITY

The Companys liquidity position, on a standalone basis, is INR 1,465.66 Million as on March 31, 2025, comprising INR 303.33 Million in cash and cash equivalents,

INR 897.70 Million invested in debt mutual funds and INR 264.63 in Other Bank balance.

4. SHARE CAPITAL

During the year under review, there has been no change in the Authorised share capital of the Company. Further, the issued, subscribed and paid-up equity share capital of the Company as at March 31, 2025 stood at INR 10,65,39,724/- consisting of 5,32,69,862 equity shares of INR 2/- each fully paid up whereas the paid-up equity share capital of the Company as at March 31, 2024 stood at INR 10,60,51,824/- consisting of 5,30,25,912 equity shares of INR 2/- each fully paid up. The increase in the paid up share capital has been on account of issue of equity shares arising out of Employees Stock Options allotment.

5. SUBSIDIARIES

On March 31, 2025, the Company has two (2) subsidiaries. There are no associates or joint venture companies within the meaning of Section 2(6) of the the Act.

The Company holds 60% equity shares in Golfklik Private Limited, formerly known as Vidsur Golf Private Limited.

The Company had incorporated a wholly owned subsidiary, Dreamfolks Services Pte. Ltd. (mDSPD) on April 27, 2023 as a Private Limited Company by shares under the laws of Singapore.

During the period under review, there was no change in the nature of business of subsidiary companies. The Minutes of the Board Meetings along with the report on significant transactions of the subsidiaries are periodically placed before the Board of Directors of the Company. The Audit Committee of the Company also reviews the Financials of the subsidiary companies.

The Company at its Board meeting dated December 13, 2023 inter-alia, considered and approved the proposal for voluntary striking off of Dreamfolks Hospitality Private Limited, a subsidiary of the Company. Subsequently, Dreamfolks Hospitality Private Limited had filed an application on March 12, 2024, with the concerned Registrar of Company (ROC) regarding the strike-off of its name from the records of the ROC. The same was approved by the concerned ROC vide its Order dated April 3, 2024, consequently, Dreamfolks Hospitality Private Limited ceased to be subsidiary of the Company. Dreamfolks Hospitality Private Limited was not a material subsidiary of the Company and therefore, it did not have a material impact on the consolidated financials of the Company.

A report on the performance and financial position of each of the subsidiaries for the financial year ended March 31, 2025 in prescribed Form AOC -1 as per the Act is set out in Annexure- 1.

The Annual Financial Statements of the subsidiaries are available under investors section on the website of the Company at https://www.dreamfolks.com/results-and- reports.html#tab-7.

The Company has formulated a Policy for determining material subsidiaries. The said Policy is also available on the website of the Company at https://s3.ap-south-1. amazonaws.com/df.imagesv1/website-content/Policy- for-determining-material-subsidiaries.pdf.

No subsidiary, associate or joint venture has been acquired or ceased/ sold/ liquidated during the financial year ended March 31, 2025 except for voluntary striking-off of Dreamfolks Hospitality Private Limited as mentioned above.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

While no material changes/commitments have occurred after the end of financial year 2024-25 and till the date of this report, which affects the financial position of your Company, kindly note that some of the program run by the Company for Axis Bank and ICICI Bank have been closed w.e.f. July 01, 2025. The activation of new programs/ deactivation of existing programs is part of our regular business operations but considering that they are large clients, impact of the aforesaid is likely to be material in nature. The Company is currently evaluating the exact potential impact and is also taking requisite actions for mitigating the above.

The Company remains committed to adhering to the highest standards of corporate governance and will continue to inform the stakeholders through the platforms of Stock Exchanges of any material events in a timely manner as required under applicable laws.

7. PUBLIC DEPOSITS

During the year under review, your Company has not accepted any Deposit under Chapter V of the Act read together with the Companies (Acceptance of Deposits) Rules, 2014. There are no unclaimed or unpaid deposits remaining with the Company at the end of the Financial Year 2024-25.

8. RELATED PARTY TRANSACTIONS

In compliance with the requirements of the Act and the SEBI LODR Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on Companys website at https://s3.ap-south-1. amazonaws.com/df.imagesv1/website-content/Policy- on-Related-Party-Transactions Dreamfolks-Services- Limited.pdf.

The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its Related Parties. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions which are of repetitive nature and / or entered in the ordinary course of business and are at arms length.

All related party transactions entered during the year were in ordinary course of the business and on arms length basis. No Material Related Party Transaction was entered during the Financial Year by your Company.

Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable. Reference of the Members is invited to the note no. 43 of the Standalone Financial Statements, which sets out the related party disclosures as per the IND-AS 24.

9. LOANS AND INVESTMENTS

The Company has extended loans during Financial Year 2024-25 within the meaning of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI LODR Regulations. The details of such loans along with the purpose for which such loans are proposed to be utilized by the recipient of the loan are set out in Note No. 13 to the Standalone Financial Statements of the Company.

The Company does not fall in the category provided under Section 186(11) of the Act.

Brief details of such transactions are given hereunder: Number of transactions: Loan advanced in three Tranches

Corporate identity number (CIN) or foreign company registration number (FCRN) or Limited Liability Partnership number (LLPIN) or Foreign Limited Liability Partnership number (FLLPIN) or Permanent Account Number (PAN)/ Passport for individuals or registration number	202316256N
Name of the Party	DREAMFOLKS SERVICES PTE. LTD.
Type of person (Individual / Entity)	Entity
Nature of transaction	Loan
In case of loan, rate of interest would be enquired	One year Government security plus fifty (50) basis points
Brief on the transaction	Inter Corporate loan agreement for working capital and other business purposes
Amount (in INR)	INR 4,78,52,244
Date of passing Board resolution	May 29, 2024
Whether the threshold of 60% of paid-up share capital, free reserves and securities premium account or 100% of its free reserves and securities premium account breached?	No
Whether the transaction falls under the purview of proviso to Section 186(3) and Company is not required to pass SR.	Yes
SRN of MGT-14	AA8421920

10. DISCLOSURE RELATED TO INSOLVENCY AND BANKRUPTCY

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable.

11. NO DIFFERENCE IN VALUATION

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

BOARD GOVERNANCE

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. Directors

The composition of the Board represents an optimal mix of professionalism, knowledge and experience and enables the Board to discharge its responsibilities and provide effective leadership to the business. The Board of your Company comprises highly experienced persons of repute, eminence and has a good and diverse mix of Executive and NonExecutive Directors. The Board composition is in conformity with the applicable provisions of the Act and SEBI LODR Regulations, as amended from time to time. As on March 31, 2025, the Board comprised of eight (8) Directors out of which four (4) are Independent Directors [including two (2) Woman Director (Independent)], two (2) are Non-Executive Directors and the rest of the two (2) are Executive Directors. The Chairperson of the Board is Woman Director (Managing Director).

Selection of New Directors and Board Membership Criteria

The Nomination and Remuneration Committee (NRC) engages with the Board to evaluate the appropriate characteristics, skills and experience for the Board as a whole as well as for its individual Members with the objective of having a Board with diverse backgrounds and experience in business, finance, governance, etc. The NRC, basis such evaluation, determines the role and capabilities required for appointment of Directors. Endeavour is made to have individuals on the Board, with a diverse set of personalities, demographics, ideally representing a wide cross-section of industries, professions, backgrounds, occupations and functions, and possessing a blend of skills, domain and functional knowledge, experiences, educational qualifications. Thereafter, the NRC recommends to the Board the selection of new Directors.

The appointment on the Board are being made on merit considering the skills, experience, and competencies required for effective functioning and independence of the Board, and also personal qualities of integrity and ethical conduct, teamplaying capabilities and other positive attributes of the Director.

Induction to the Board:

Ms. Monica Widhani (DIN: 07674403), was appointed as Additional Director (Independent) by the Board of Directors w.e.f. September 06, 2024. The Members of the Company accorded their approval for the appointment of Ms. Monica Widhani as Independent Director of the Company, through postal ballot vide special resolution on November 27, 2024.

Mr. Sunil Kulkarni (DIN: 02714177), was appointed as Additional Director (Independent) by the Board of Directors w.e.f. November 21, 2024. The Members of the Company accorded their approval for the appointment of Mr. Sunil Kulkarni as Independent Director of the Company, through postal ballot vide special resolution on February 13, 2025.

In the opinion of the Board, the Independent Directors of the Company appointed during the financial year are the person of integrity and possess requisite expertise, skills and experience (including the proficiency) required for their role as well as fulfils the conditions specified in the Act read with the Schedules and Rules issued thereunder as well as the SEBI LODR Regulations and are independent from Management. The Independent Directors bring with them the core competencies, attributes and skills which will be of immense benefit to the Company.

Re-appointment of Directors retiring by rotation:

In accordance with the provisions of the Section 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Dinesh Nagpal (DIN: 01105914) retires by rotation at the ensuing Annual General Meeting (“AGM”) and being eligible, offers himself for re-appointment. The Board recommends reappointment of Mr. Dinesh Nagpal, for approval of the Members at the ensuing AGM. The enabling resolution for the re-appointment of Mr. Dinesh Nagpal forms part of the Notice convening the ensuing AGM.

Further, a brief profile of Mr. Dinesh Nagpal and disclosures required pursuant to Regulation 36 of the SEBI LODR Regulations read with the Secretarial Standards on General Meeting (SS-2) with respect to proposed re-appointment are given in the Notice convening the 17th AGM of your Company.

Proposed Re-appointment:

In terms of the provisions of Sections 196, 203 and other applicable provisions, if any, read with Schedule V of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and other applicable Regulations, if any, of the SEBI LODR Regulations (including any statutory modifications and re-enactment thereof, for the time being in force), it is proposed to re-appoint Ms. Liberatha Peter Kallat (DIN: 06849062) as Chairperson & Managing Director (CMD) of the Company for a further period of five years, on expiry of her present term of office i.e. with effect from February 19, 2026 through February 18, 2031 and not liable to retire by rotation. The Board basis recommendations of the NRC and her performance evaluation, recommends the re-appointment of Ms. Liberatha Peter Kallat, for approval of the Members at the ensuing AGM. The enabling resolution for the re-appointment of Ms. Liberatha Peter Kallat forms part of the Notice convening the ensuing AGM.

Further, a brief profile of Ms. Liberatha Peter Kallat and disclosures required pursuant to Regulation 36 of the SEBI LODR Regulations, schedule V of of the Act and the SS-2 with respect to proposed reappointment are given in the Notice of convening the 17th AGM of your Company.

Cessation:

Mr. Sudhir Jain (DIN: 00010445) and Mr. Sharadchandra Damodar Abhyankar (DIN: 00108866), had completed the second term of their office as Independent Directors of the Company on November 29, 2024 (close of business hours) and consequently, ceased to be the Independent Directors of the Company & Members of the respective Board Committees with effect from November 29, 2024. The Board placed on record their sincere appreciation for the stellar contributions made by them as Members of the Board.

For further details in this connection, please refer to the Corporate Governance Report.

Directors Declaration:

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Act. The Directors of the Company have made necessary disclosures under Section 184 and other relevant provisions of the Act and the SEBI LODR Regulations.

Independent Directors Declaration:

The Independent Directors of the Company have confirmed the following:

a. they meet the criteria of independence as prescribed under the provisions of the Act, read with the applicable Schedule and Rules made thereunder and SEBI LODR Regulations,

b. they have registered themselves on the data bank of Independent Directors maintained by Indian Institute of Corporate Affairs, and

c. they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company. Further, the Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors.

Code of Conduct:

The Company is guided by the Code of Conduct in taking decisions, conducting business with a firm commitment towards values, while meeting stakeholders expectations. This is aimed at enhancing the organizations brand and reputation. It is imperative that the affairs of the Company are managed in a fair and transparent manner. Further, all the Directors have confirmed adherence to the Companys Code of Conduct.

Board Diversity:

Your Company recognizes that Board diversity is a pre-requisite to meet the challenges of globalization, ever evolving technology and balanced care of all stakeholders and therefore, has appointed Directors from diverse backgrounds including Women Director. The Board of your Company comprises highly experienced persons of repute, eminence and has a good and diverse mix of Executive and Non-Executive Directors.

The Company has Policy on Board Diversity in place, which is available on the website of the Company at https://www.dreamfolks.com/files/policy/Policy- on-Board-Diversity.pdf.

Familiarization Programme

Your Company conducts induction and familiarization programme for the Directors. The Company, through such programme, familiarizes the Directors with the background of the Company, nature of the industry in which it operates, business model, business operations, etc. The programme also includes interactive sessions with leadership team for better understanding of business strategy, operational performance, product offerings, marketing initiatives etc. This enables the Directors to get a deep understanding of the Company, its people, values and culture and facilitates their active participation in overseeing the performance of the Management.

II. Key Managerial Personnel

In accordance with the provisions of Sections 2(51), 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following were the Key Managerial Personnel of the Company as on March 31, 2025:

1. Ms. Liberatha Peter Kallat - Chairperson & Managing Director;

2. Mr. Balaji Srinivasan - Executive Director & Chief Technology Officer; and

3. Mr. Harshit Gupta - Company Secretary and Compliance Officer.

Following were the notable changes in the key managerial personnel of your Company:

Appointments:

On the recommendation of NRC, the Board of Directors appointed Mr. Harshit Gupta as Company Secretary and Compliance Officer of the Company w.e.f. September 06, 2024, at its meeting held on September 05, 2024.

Further, the Board of Directors appointed Mr. Shekhar Sood as Chief Financial Officer of the Company w.e.f. April 30, 2025 at its meeting held on April 30, 2025, basis recommendations of the NRC.

Cessations:

Ms. Rangoli Aggarwal had resigned from the position of Company Secretary & Compliance Office (KMP), w.e.f. August 30, 2024, which was duly accepted by the Board at its meeting held on August 08, 2024. The Board placed on record their appreciation for the contributions made by Ms. Rangoli Aggarwal during her tenure as Company Secretary & Compliance Officer of the Company.

Ms. Giya Diwaan had resigned from the position of Chief Financial Officer (KMP), w.e.f. February 14, 2025, which was duly accepted by the Board at its meeting held on February 14, 2025. The Board placed on record their appreciation for the contributions made by Ms. Giya Diwaan during her tenure as Chief Financial Officer of the Company.

13. COMMITTEES OF THE BOARD

As on the date of this report, following Board Committees are in place, which were delegated requisite powers to discharge their functions:

a. Audit Committee

b. Nomination & Remuneration Committee

c. Risk Management Committee

d. Stakeholders Relationship Committee

e. Corporate Social Responsibility Committee

The composition and other related information of the above Committees are stated in the Corporate Governance Report, which forms an integral part of this Annual Report.

Further, during the year under review all the recommendations made by the aforesaid Committees were duly accepted by the Board.

14. BOARDS EVALUATION

In line with the requirements under the Act and the SEBI LODR Regulations, the Board of Directors have carried out an annual evaluation of its own performance, Board Committees, and Individual Directors.

A structured questionnaire was prepared after taking into consideration the inputs received from NRC and Guidance notes issued by the Securities and Exchange Board of India, in this regard, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

The feedback and results of the questionnaire were collated and consolidated report was shared with the NRC & Board for improvements and its effectiveness at their respective meetings. The Directors expressed their satisfaction with the evaluation process.

Further, the evaluation process confirms that the Board and its Committees continue to operate effectively, and the performance of the Directors including the Chairperson is satisfactory. The Board would endeavor to use the outcome of the evaluation process constructively, to improve its own effectiveness and deliver superior performance.

Separate meeting of Independent Directors was held on March 27, 2025 to:

O Review the performance of the Non - Independent Directors and the Board as a whole,

O Review the performance of the Chairperson of the Company considering the views of the other Directors of the Company, and

O Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

15. NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES

The Board met 8 (Eight) times during the Financial Year 2024-25. The details of the meetings of the Board as well as Committees thereof and Directors attending the same are given in the Corporate Governance Report, which forms an integral part of the Annual Report.

16. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, the Board of Directors to the best of their knowledge and ability, confirm that:

I. in the preparation of the annual accounts for the Financial Year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures from the same;

II. such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2025 and of the profit of the Company for the Financial Year ended March 31, 2025;

III. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. the annual accounts have been prepared on a going concern basis;

V. proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and operate effectively; and

VI. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors, external consultants and the reviews performed by management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2024-25.

HUMAN RESOURCE GOVERNANCE

17. EMPLOYEES STOCK OPTION PLAN / SCHEME

Employees Stock Options represent a reward system based on the overall performance of the individual employee and the Company.

In order to reward and retain the key employees and to create a sense of ownership and participation amongst them, the Members of the Company at their meeting held on September 29, 2021 had approved the Dreamfolks Employees Stock Option Plan 2021 (“ESOP 2021 / Plan”) which was ratified by Members post Listing through Postal Ballot Resolution dated November 20, 2022.

Further, during the period under review, the Companys NRC pursuant to ESOP 2021, approved the allotment of 48,650 (Forty Eight Thousand Six Hundred and Fifty) shares at its meeting held on August 08, 2024 and 1,95,300 (One Lakh Ninety-Five Thousand Three Hundred) shares by means of resolution passed by way of Circulation dated December 06, 2024, aggregating to a total of 2,43,950 Shares (Two Lakhs Forty Three Thousand Nine Hundred and Fifty) to the Employees of the Company.

The Company has received a Compliance certificate from M/s. DMK Associates, Secretarial Auditor of the Company as required under Regulation 13 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI SBEB & SE Regulations”) confirming that the ESOP 2021 has been implemented in accordance with the said Regulations and resolution passed by Shareholders of Company.

Applicable disclosure as stipulated under the SEBI SBEB & SE Regulations with regard to the ESOP 2021 is available on the Companys website at https://www. dreamfolks.com/company-announcements.html#tab-3.

18. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the prescribed format and annexed herewith as Annexure- 2 to this Report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report. Further, the Report is being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, any Member interested in obtaining a copy thereof may write to the Company Secretary and Compliance Officer of the Company at compliance@dreamfolks.in.

19. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

In compliance with the provisions of Section 177 of the Act and Regulation 22 of the SEBI LODR Regulations, the Company has in place the Vigil Mechanism / Whistle Blower Policy for Directors, employees and other stakeholders which provides a platform to them for raising their voice about any breach of code of conduct, financial irregularities, illegal or unethical practices, unethical behaviour, actual or suspected fraud, any incident of leak or suspected leak of Unpublished Price Sensitive Information. Adequate safeguards are provided against victimization to those who use such mechanism and direct access to the Chairperson of the Audit Committee in appropriate cases is provided. The Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination is made against any person. The Policy may be accessed on the Companys website at https://www. dreamfolks.com/files/policv/Policv-on-Vigil-Mechanism Dreamfolks-Services-Limited v1.10.pdf.

20. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace. The Company has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act”) and the Rules made thereunder.

In light with the provisions the POSH Act, the Company has duly constituted Internal Complaints Committee ("IC“). IC is in place for all works and offices of the Company to redress complaints received regarding sexual harassment. The Companys Policy in this regard, is available on the employees intranet. The Company conducts regular training sessions for employees and Members of IC and has also rolled-out an online module for employees to increase awareness. No instance or complaint was reported to IC during the year under review. Further, the details w.r.t. complaint under the POSH Act are given below:

a) number of complaints of sexual harassment received in the year: Nil

b) number of complaints disposed off during the year: Nil

c) number of cases pending for more than ninety days: Nil

21. STATEMENT W.R.T. COMPLIANCE WITH THE PROVISION RELATING TO MATERNITY BENEFIT ACT, 1961

The Company is committed to ensuring a safe, supportive, and inclusive workplace for all women employees. All eligible women employees have been extended the benefits under the said Act, including maternity leave, nursing breaks, and other statutory entitlements as prescribed. The Company has duly complied with the provisions of the Maternity Benefit Act, 1961, as amended from time to time.

The Company continuously strives to maintain a work environment that upholds the rights and well-being of its women workforce in accordance with applicable laws.

22. NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR

O Female: 18 o Male: 92 O Transgender: 0 CORPORATE GOVERNANCE

23. REMUNERATION POLICY

The Company is committed to deal with all stakeholders with full transparency and fairness, ensuring adherence to all laws and regulations and achieving highest standards of corporate governance. The Company considers its human resources and talent as critically valuable assets.

In compliance with the provisions of Section 178 of the Act read with the SEBI LODR Regulations, the Board had on the recommendation of the NRC of the Company, framed Nomination and Remuneration Policy (NR Policy) for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration.

The Company strives to ensure that:

O the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

O relationship between remuneration and performance is clear and meets appropriate performance benchmarks; and

O remuneration to Directors, KMPs and Senior Management involves a balance between fixed and incentive pay, reflecting short, medium and longterm performance objectives appropriate to the working of the Company and its goals.

The NR Policy lays down the criteria for determining the qualifications, positive attributes and independence for Directors and to provide guidelines for the appointment and remuneration of Directors, Key Managerial Personnel (KMPs) and Senior Management of the Company.

The salient features of the NR Policy are that it lays down the parameters:

O Based on which payment of remuneration (including sitting fees) shall be made to Independent Directors (IDs) and Non-Executive Directors (NEDs).

O Based on which remuneration (including fixed salary, benefits and perquisites, bonus/performance linked incentive/ commission, retirement benefits) shall be given to Executive Directors, KMPs and SMPs

The NR Policy of the Company is available on the website of the Company and can be accessed at https:// www.dreamfolks.com/files/policy/nomination and remuneration policy.pdf.

During the year under review, there has been no change to the Policy.

24. ANNUAL RETURN

As required under Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014 and Section 134(3)(a) of the Act, the Annual Return of the Company is available on the Companys website at https://s3.ap-south-1.amazonaws.com/df.imagesv1/ website-content/Annual-Return-FY-2024-2025.pdf.

25. CORPORATE SOCIAL RESPONSIBILITY

Through Corporate Social Responsibility (“CSR” ) there is a formation of a dynamic relationship between a Company on one hand & the society and environment on the other. CSR is traditionally driven by a moral obligation which resonates with the Policy of the Company. The Board of Directors of your Company has formulated and adopted a Policy on Corporate Social Responsibility which can be accessed at https://www.dreamfolks.com/files/policy/Policy-on- Corporate-Social-Responsibility Dreamfolks-Services- Limited v1.pdf. The Company aims to develop the required capability and self-reliance of beneficiaries at the grass roots, especially of children and women, in the belief that these are pre-requisites for social and economic development.

The annual report on CSR activities containing salient features of the Policy and changes therein, if any, composition of CSR committee and disclosure as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 (“CSR Rules”) is annexed herewith as Annexure-4 and forms part of this report.

Other relevant Details:

1. Details on Policy development and implementation by Company on CSR initiatives taken during year. During the FY 2024-25, the provisions of CSR were applicable to the Company basis the following:

a) Turnover (in INR actuals) for FY 2023-24: 11,34,94,61,265

b) Net worth (in INR actuals) for FY 2023-24: 2,37,08,20,200

c) Net profits for last three financial years:

Financial year ended	FY 2023-24	FY 2022-23	FY 2021-22
Profit before tax (In INR)	93,73,49,525	97,46,01,253	20,47,10,000
Net Profit computed u/s 198 adjusted as per Rule 2(1)(f) of the Companies (CSR Policy) Rules, 2014 (in INR)	95,23,71,154	97,16,37,307	20,47,10,000

2. Amount spent in local area (in INR ): 1,00,00,010

3. Manner in which the amount spent during the financial year is detailed below in the table:

a. Number of CSR activities: Two CSR activities were undertaken for Eradication of hunger, poverty, and malnutrition, Promotion of healthcare, Support for childrens education

under project "Saksham" in the following Schools:

1. Govt. Model Sanskriti Primary School, Village Tigra, Gurugram

2. Sanshil Foundation - Charity for Education, Skill Development Centre, Bagiya, Sector-50, Gurugram

3. Govt. Girls Senior Secondary School, Village Badshahpur

CSR S. project or No. activity identified	Sector in which the Project is Covered	Projects or programs- Specify the State/Union Territory where the Project/ Program was Undertaken	Projects or programs- Specify the district where projects or programs was undertaken	Amount outlay (budget) project or programs wise (in INR)	Amount spent on the projects or programs (in INR)	Expenditure on Administrative overheads (in INR)	Mode of Amount spent
1 Project Saksham	Education	Haryana	Gurugram	1.41,91,457	1,00,00,010	Nil	Implementation agency

Note: Total Amount transferred to Unspent CSR Account as per section 135(6) as on 28-03-2025 was INR 41,91,457.

Give details (name, address and email address) of implementing agency(ies):

Global Social Welfare Organisation Address: Shop No 227, Plot 26, 2nd Floor, Vikas Royal, Arcade, Road No 44, Community Center, Rani Bagh, Pitam Pura, Delhi-110034

E-mail: - globalsocialwelfa re11@gmail.com

The implementation and monitoring of CSR activities is in compliance with CSR objectives and Policy of the Company read with Section 135 of the Act and the CSR Rules.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the financial performance and results of operations of the Company, as required under Regulation 34 (2) (e) of the SEBI LODR Regulations, is provided in a separate section and forms an integral part of this report. It inter-alia gives details of the overall industry structure, economic developments, performance and state of affairs of your Companys business, risks and concerns, and material developments during the financial year under review.

27. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report, as stipulated under Regulation 34 (2) (f) of the SEBI LODR Regulations, describing the initiatives taken by the Company from Environment, Social and Governance perspective is provided in a separate section and forms an integral part of the Annual Report.

28. CORPORATE GOVERNANCE REPORT

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. Separate report on Corporate Governance in terms of SEBI LODR Regulations, forms an integral part of this Annual Report. Certificate from M/s. DMK Associates, Company Secretaries confirming compliance with the conditions of corporate governance in terms of SEBI LODR Regulations is also attached to the Corporate Governance Report.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND THE FOREIGN EXCHANGE EARNINGS AND OUTGO

The initiatives on energy conservation, assimilation of technology and the dynamics of foreign exchange inflows and outflows as mandated under Section 134 of the Act, in conjunction with the Companies (Accounts) Rules of 2014, the Companys efforts are outlined below:

(A) Energy Conservation Efforts:

(i) Strategies and Impacts on Energy Conservation The Company is dedicated to continually exploring and adopting advanced technologies and methodologies to enhance energy efficiency across its infrastructure.

(ii) Leveraging Alternative Energy Sources Considering the Companys nonmanufacturing operations, specific details related to alternate energy utilization are deemed to be inapplicable.

(iii) Capital Investments towards Energy Conservation Equipment

During the fiscal year ending on March 31, 2025, the Company did not allocate capital investments towards energy conservation equipment.

(B) Technology Absorption:

(i) Efforts to Assimilate Technology

As a leading player in the payment aggregator sector, the Company employs state-of-the-art technological solutions to drive its operations.

(ii) Realized Benefits from Technological Incorporation

Given the non-manufacturing scope, details regarding benefits such as product enhancement, cost efficiency, product development, or import substitution should be more relevant.

The expenditure incurred on Research and Development: Not Applicable.

(C) Foreign exchange earnings and outgo:

S. Particulars No.	FY 2024-25	FY 2023-24
	Amount (In INR Million)
1 Foreign Exchange Earnings	887.03	343.07
2 Foreign Exchange Outgo	477.98	327.25

30. SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/ material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

31. COMPLIANCE OF SECRETARIAL STANDARDS

During the year under review, applicable provisions of Secretarial Standards i.e., SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively have been followed by the Company.

AUDIT AND AUDITORS

32. AUDITORS AND AUDITORS REPORT

I. Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the Rules framed thereunder, S. S. Kothari Mehta & Co. LLP, Chartered Accountants (FRN 000756N /N500441), were appointed as Statutory Auditors of the Company from the conclusion of 13th AGM of the Company which was held on November 20, 2021 till the conclusion of 18th AGM.

The Audit Report on the Standalone Financial Statements of the Company for the period under review does not contain any qualification, reservation, adverse remark or disclaimer.

The Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Act (including any statutory modification(s) or re-enactment(s) for the time being in force).

II. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s. DMK Associates, Company Secretaries ("Secretarial Auditors") to conduct the Secretarial Audit of your Company for the Financial Year 2024-25.

The Secretarial Audit Report for the Financial Year ended March 31, 2025 is annexed herewith as Annexure-3 and forms an integral part of this Annual Report. The Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimer.

During the FY 2024-25 the BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") had imposed fine on the Company w.r.t. alleged violations of the Regulation 18(1), Regulation 19, Regulation 20 and Regulation 21(2) of SEBI LODR Regulations. The Company vide its application dated March 28, 2025 had applied for waiver of fines to BSE and NSE in relation to fines levied by them on the grounds that the timeline for filing up the vacancy in any Committee was notified by SEBI through an amendment in SEBI LODR Regulations on December 12, 2024. Therefore, during the period of the vacancy i.e. from November 30, 2024 to December 02, 2024, there was no effective provision in SEBI LODR Regulations, which specified the time period for filling up of vacancy in the Committees, nor specified that in case of expiry of term of Director, the resultant vacancy arising in Committees shall be filled not later than the date it is created. Further, Regulation 17(1E) of the SEBI LODR Regulations, prior to the said amendment, only specified for the timeline for filling in the vacancy in the office of a Director. It did not specify the timeline for filing up the vacancy in any Committee(s).

Thereafter, the matter was placed before the Relevant Authority of the NSE and the request for waiver of fines was considered favorably. The corresponding communication of the BSE is still awaited.

The Secretarial Auditor of the Company has not reported any fraud as specified under the second proviso of Section 143(12) of the Act.

Further, the Board of Directors of the Company at their Meeting held on May 23, 2025, (based on the recommendations of the Audit Committee), approved the appointment of DMK Associates, Company Secretaries, a Peer Reviewed Firm, having

Firm Registration No. P2006DE003100 as the Secretarial Auditors of the Company for a term of five (5) consecutive financial years commencing from FY 2025-26 to 2029-2030, subject to the approval of the shareholders of the Company at the ensuing AGM.

III. Maintenance of Cost Records and Cost Auditors

In terms of Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, the Company is not required to maintain cost accounting records and get them audited.

RISK & RELATED GOVERNANCE

33. RISK MANAGEMENT

Your Company has a Risk Management Committee which monitors and reviews the risk management plan / process of your Company. The Company has adequate risk management procedures in place. The major risks are assessed through a systematic procedure of risk identification and classification. Risks are prioritised according to significance and likelihood.

The Risk Management Committee is responsible for overseeing the risk management processes with respect to all probable risks that the organization could face such as strategic, financial, liquidity, security including cyber security, regulatory, legal, reputational and other risks. The Committee ensures that there is a sound Risk Management Policy to address such risks. There are no elements of risk which, in the opinion of the Board may threaten the existence of the Company and the Policy contains requisite details for identification of such kind of risk, if any. A detailed statement indicating development and implementation of a Risk Management Policy of the Company, including identification of various elements of risk, is appearing under the Management Discussion and Analysis Report.

The details of the Risk Management Committee are given in the Corporate Governance Report which forms an integral part of this Annual Report.

Risk Management Policy of the Company is available on the website of the Company and can be accessed at https://www.dreamfolks.com/files/policv/Policv-on-Risk- Management Dreamfolks-Services-Limited v1.10.pdf.

34. INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR ADEQUACY

Your Company has in place an adequate internal financial control framework with reference to financial and operating controls thereby ensuring orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

The Company has also in place Internal control system which is supplemented by an extensive program of internal audits and their review by the management. The internal audit function is carried out by professional external audit firm, who conduct comprehensive risk focused audits and evaluates the effectiveness of the internal control structure across locations and functions on a regular basis.

During the Financial Year 2024-25, such controls were tested and no reportable material weakness in the design or operation was observed.

The Board of Directors have in the Directors Responsibility Statement confirmed the same to this effect.

GENERAL

35. GENERAL

Your Company further confirms that:

1. The Company had not issued shares with Differential rights as to Voting, sweat equity shares, nor purchased nor had given loan to purchase its own securities;

2. There is no change in nature of business during the year;

3. The Company has shifted its Registered Office w.e.f. February 07, 2024 from the erstwhile 22, DDA Flats Panchsheel Park, Shivalik Road, New Delhi, Delhi, India, 110017 to the present Registered Office being situated at 26, DDA Flats Panchsheel Park, Shivalik Road, New Delhi, 110017; and

4. The Company has shifted its Corporate Office from 501, Tower-2, Fifth Floor, Worldmark, Sector-65, Gurugram-122018, Haryana, to at 301-307, 3rd Floor, Tower B, Good Earth Trade Tower, Maidawas Road, Sector 62, Gurugram -122001, Haryana.

36. AWARDS/ACCOLADES AND RECOGNITION

DreamFolks and its leadership has been consistently recognized for excellence across technology, leadership, innovation, customer experience, and travel experiences. These accolades reflect the Companys relentless focus on delivering premium experiences and driving innovation across the industry.

List of Awards:

a. Dreamfolks Services Limited was named Best User Experience Solution Provider at the 8th Annual India Banking Summit & Awards 2024

b. The Company won Best Banking Card Service Provider of the Year at the 11th edition of The Payments Reloaded Awards 2024

c. Received the Business Innovation Award at the

14th edition of Entrepreneur Awards 2024

d. Ms. Liberatha Kallat, Chairperson & MD, DreamFolks, was conferred the Business Leadership Award at the Indian Achievers Awards 2024

e. DreamFolks was recognised as the Iconic Brands of India 2024 by ET Now

f. Ms. Liberatha Kallat, Chairperson & MD, was felicitated as Indias Impactful CEOs 2024 by

Times Now

g. DreamFolks was recognized with the Deloitte India Technology Fast 50 Awards 2024 in the category - Travel & Hospitality Tech at the 19th edition of the Deloitte Technology Fast 50 India programme

h. The Company received the Excellence in Premium Travel & Lifestyle Solutions award at the TAFI (Travel Agents Federation of India) Convention 2025 in Vietnam

i. Ms. Liberatha Kallat was honoured as CEO of the Year at the Indian Achievers Awards 2025, organized by the Indian Achievers Forum

j. DreamFolks won the award for Most Innovative Emerging Technology Implementation at the

9th Annual India Banking Summit & Awards 2025, organized by Synnex Group

k. The Company bagged the Customer Experience Solution of the Year (Gold category) at the 5th edition of the BW BusinessWorld Fintech Awards 2025

ACKNOWLEDGEMENT & APPRECIATION

Your Directors express their sincere appreciation for the assistance and co-operation received from the Government authorities, financial institutions, banks, customers, vendors and Members during the year under review. This has enabled your Company to provide higher levels of consumer delight through continuous improvement in existing products, and introduction of new products.

Your Directors also wish to place on record their deep sense of appreciation for the committed services by the employees. Our resilience to meet challenges was made possible by their hard work, solidarity, co-operation and support.

	For and on behalf of the Board of Directors
	Liberatha Peter Kallat
Date: August 07, 2025	Chairperson & Managing Director
Place: Gurugram	DIN:06849062