Dreamfolks Services Ltd Directors Report

Dear Members,

Your Board of Directors (Board) are pleased to present the 18 th Annual Report on the business performance and operations of Dreamfolks Services Limited (Company/DreamFolks) along with the Audited Financial Statements (consolidated and standalone) for the Financial Year ended March 31,2026 (FY 2025-26).

Financial Performance

The Audited Financial Statements of your Company as on March 31, 2026, are prepared in accordance with the 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.

The Financial highlights are summarized below:

				(in INR Million)
	(Consolidated)		(Standalone)
Particulars	Year ended March 31,2026	Yearended March 31,2025	Yearended March 31,2026	Yearended March 31,2025
Revenue from Operations	6,605.59	12,918.82	6,580.96	12,918.82
Other Income	190.84	85.60	195.50	89.55
Total Income	6,796.43	13,004.42	6,776.46	13,008.37
Cost of services	5,863.43	11,417.80	5872.16	11,415.82
Employee benefits expenses	437.35	422.36	402.54	393.70
Finance costs	24.45	35.86	23.76	35.86
Depreciation and amortization expenses	36.27	38.34	33.89	38.29
Other expenses	275.93	191.21	256.39	182.40
Total Expenses	6,637.43	12,105.57	6,588.74	12,066.07
Profit/ (Loss) before Tax (PBT)	159.00	898.85	187.72	942.30
Profit/ (Loss) after Tax (PAT)	116.23	650.50	142.91	696.83
Attributable to
- Owner	115.58	654.29	142.91	696.83
- Non-controlling interest	0.65	(3.79)
Total Comprehensive Income	107.86	650.24	142.00	695.91
Attributable to:
- Owners	107.21	654.03	142.00	695.91
- Non-controlling interest	0.65	(3.79)

Performance Highlights

Consolidated income, comprising Revenue from Operations and Other Income,for FY 2025-26 was INR 6,796.43 Million as against INR 13,004.42 Million in FY2024-25;

Consolidated Profit before Tax for the FY 2025-26 was INR 159.00 Million vis-a-vis INR 898.85 Million in FY 2024-25; and

Consolidated Profit after Tax for the FY 2025-26 was INR 116.23 Million compared to INR 650.50 Million in FY 2024-25.

Companys Performance & Future Outlook

Your Company is Indias leading travel and lifestyle experiences Company, offering a comprehensive portfolio of services including Members-only Clubs, Global Airport Lounges, Railway Lounges, Golf Games & Lessons, Meet & Assist, Airport Transfers, Spa & Wellness, Food & Beverage, Travel e-SIM, Beauty & Grooming, Highway Dining and other curated lifestyle experiences. Through its proprietary technology platform, your Company enables banks, card networks, online travel agencies (OTAs) and enterprises to create customised travel and lifestyle programmes for their customers. DreamFolks has established a global footprint spanning over 6,000+ travel and lifestyle touchpoints across 100+countries.

Over time, your Company has evolved from being a lounge- access aggregator into a comprehensive travel and lifestyle platform, offering a wider range of services that enhance the overall customer journey beyond airport experiences. While airport and railway lounge access remains a core offering, your Company has expanded into additional categories of premium experiences. This shift reflects a move toward a more diversified and technology-enabled business model.

In FY 2025-26, your Company continued this transition by strengthening its position in global lounge services and broadening its portfolio. The year also saw a structural change in the domestic credit card ecosystem, where unlimited lounge access shifted towards spend-based and personalised benefit structures. Alongside this transition and short-term geopolitical disruptions, your Company focused on strengthening its technology capabilities, improving product innovation and repositioning us as a more resilient global travel and lifestyle platform.

Adetailed 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 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/policv/Dividend-Distribution- policv.pdf

The Board has not recommended any Dividend for the FY 2025-26.

2. Transfer to Reserves

The closing balance of the retained earnings of the Company for FY 2025-26, after all appropriations and adjustments was INR 2858.38 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 standalone basis stood at INR 1468.37 Million as at March 31, 2026, comprising INR 91.62 Million in cash and cash equivalents, INR 1025.60 Million invested in debt mutual funds and INR 351.15 Million in Other Bank balance.

4. Share Capital

As at March 31, 2026, the authorized share capital of the Company stood at INR 15,00,00,000 divided into 7,50,00,000 equity shares of INR 2/- each. The issued, subscribed and paid-up equity share capital of the Company stood at INR 10,65,39,724/- consisting of 5,32,69,862 equity shares of INR 2/- each fully paid up.

Further, during the year under review, there was no change in the authorized, issued, subscribed, or paid-up share capital of the Company.

5. Subsidiaries

As at March 31, 2026, the Company had three (3) subsidiaries and no associate companies no joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013.

Subsidiary Companies

a. Golfklik Private Limited (formerly known as Vidsur Golf Private Limited) - The Company holds 60% of the equity share capital of Golfklik Private Limited.

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

c. Ten 11 Hospitality Private Limited (formerly Ten 11 Hospitality, LLP) - Pursuant to the Boards approval dated November 10,2025, the Company acquired 50.01% partnership interest in Ten 11 Hospitality, LLP from its existing partners, resulting in the LLP becoming a subsidiary of the Company. Subsequent to the close of Financial Year 2025-26, the LLP was converted into a private limited company under the name Ten 11 Hospitality Private Limited, pursuant to the Certificate of Incorporation dated June 14, 2026 issued by the Registrar of Companies. The Companys controlling interest of 50.01% remains unchanged, and accordingly, the entity continues to be a subsidiary of the Company.

Acquisition - ETT Solutions DMCC, Dubai The Board at its meeting held on December 01, 2025, approved an aggregate investment of approximately INR 36 crore/USD 4 million in ETT Solutions DMCC (ETT), through a combination of secondary purchase of shares and primary subscription to freshly issued shares, which would result in the acquisition of an aggregate stake of 60.24% in ETT by DreamFolks, upon which ETT would become a foreign subsidiary of the Company.

Further developments in relation to aforesaid acquisition which occurred subsequent to close of FY 2025-26 have been incorporated under the headingMaterial changes and commitments affecting the Financial Position.

As on date of this report aggregate shareholding of DreamFolks in ETT stood at 34%.

Struck-Off Subsidiary

Pursuant to the Order dated April 3, 2024 passed by the Registrar of Companies upon the Companys application for voluntary striking off, Dreamfolks Hospitality Private Limited was struck off from the Register of Companies and accordingly ceased to be a subsidiary of the Company with effect from that date.

Further, no subsidiary, associate or joint venture was ceased, sold or liquidated during the financial year ended March 31,2026.

Governance & Oversight

During the year under review, there was no change in the nature of business of any subsidiary Company. The Minutes of the Board Meetings along with reports on significant transactions of the subsidiary companies are periodically placed before the Board of Directors of the Company. The Audit Committee also periodically reviews the financial statements of the subsidiary companies.

Performance Report - Form AOC-1 A report on the performance and financial position of each subsidiary for FY 2025-26 in Form AOC-1, as required under the Act, is set out in Annexure-1 to this Report.

Material Subsidiaries Policy

The Company has in place a Policy for Determination of Material Subsidiaries, which is available on the Companys website at: https://s3.ap-south-l. amazonaws.com/df.imagesvl/website-content/Policv- for-determining-material-subsidiaries.pdf

Annual Financial Statements of Subsidiaries The Annual Financial Statements of the subsidiary companies are available under the Investors section on the Companys website at: https://www.drea mfolks. com/results-and-reports.html#tab-7

During the year, Golfklik Private Limited experienced a significant decline in, and subsequentdiscontinuationof, its principal business operations. In view of the cessation of substantially all operating activities and the absence of viable alternative business opportunities or confi rmed business orders, the Board of Directors, at its meeting held on February 09,2026, after due evaluation of the Companys current financial and operational position,

resolved to initiate the process for closure of the Company, subject to obtaining the requisite statutory, regulatory and other necessary approvals.

Accordingly, the Board of Directors concluded that the going concern assumption is no longer appropriate for the preparation of the financial statements of Golfklik Private Limited. Consequently, these financial statements have been prepared on a basis other than the going concern basis of accounting.

6. Material changes and commitments affecting the financial position

Discontinuation of certain programs and services during FY 2025-26

During the year under review, certain programs operated by the Company for Axis Bank and ICICI Bank were closed with effect from July 01,2025.

Additionally, on August 29,2025, the Company intimated the stock exchanges regarding communications received from certain suppliers, namely Adani Digital, Semolina Kitchens (effective September 15, 2025) and Encalm Hospitality (effective November 01, 2025) regarding discontinuation of specific services.

On September 16,2025, the Company further intimated the stock exchanges regarding discontinuation of domestic airport lounge services provided to certain clients with effect from that date. The impact of such discontinuation was determined to be material. In response to these developments, the Company has strategically accelerated its focus on global lounge business while actively repositioning towards diversified and sustainable offerings, thereby ensuring long-term value creation for clients and stakeholders.

Petition under the Insolvency and Bankruptcy Code, 2016

Subsequent to the close of FY 2025-26, on May 15, 2026, a petition under Section 9 of the Insolvency and Bankruptcy Code, 2016 wasfiled byTravel Food Services Limited, an operational creditor of the Company, before the National Company Law Tribunal, New Delhi Bench (NCLT, New Delhi), alleging default in payment and interest aggregating to approximately INR 11.40 crore towards services rendered, and seeking initiation of the Corporate Insolvency Resolution Process (ClRP) against the Company.

The Company strongly disputes the claims made in the said petition. Appropriate provisions, as considered necessary, have been made in the books of accounts.

The Company maintains a strong and healthy financial position, and the said matter is not indicative of any financial stress. The matter is currently under adjudication before the NCLT, New Delhi.

Acquisition of ETT Solutions DMCC - Status Update

As detailed under the Subsidiaries section of this Report, subsequent to the close of Financial Year 2025-26, on April 22,2026, the first phase of the acquisition of ETT Solutions DMCC (ETT) comprising the secondary purchase of shares was successfully completed, and the transfer of shares was duly registered with the Dubai Multi Commodities Centre Authority. Following such registration, the Companys shareholding in ETT currently stands at 34%.

The second phase, involving primary subscription to freshly issued shares, is presently under process and is expected to be completed upon conclusion of the remaining procedural and regulatory formalities, following which the aggregate shareholding of DreamFolks in ETT will stand at 60.24%.

Stakeholder Communication

The Company remains committed to the highest standards of corporate governance and transparency. All material events and developments are and will continue to be disclosed to stakeholders through the platforms of the stock exchanges in a timely manner, in accordance with applicable laws and regulations.

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 FY 2025-26.

8. Related Party Transactions

Policy

In compliance with the requirements of the Act and the SEBI LODR Regulations, your Company has in place a Policy on Related Party Transactions which is also available on Companys website at https://s3.ap-south-l. a m azon aw s,C Q m/df,im.a g es v ,l /website-content/Policy- o n Rela te d Pai t y -Ti an s . K t i ons_ Dreamfolks-5ervices- Limited.pdf.

The Policy intends to ensure that proper identification of Related Parties, reporting, governance, approval and disclosure processes are in place for all transactions between the Company and its Related Parties.

Review and Approval Framework All Related Party Transactions are placed before the Audit Committee for its review and approval. Prior omnibus approval is obtained for Related Party Transactions which are of repetitive nature and entered in the ordinary course of business and are at arms length.

Transactions during FY 2025-26 and disclosure All related party transactions entered during the year under review were in ordinary course of the business and at 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 Act in Form AOC-2 is not applicable. Reference of the Members is invited to the note no. 42 of the Standalone Financial Statements, which sets out the related party disclosures as per the IND-AS 24.

Material Related Party Transaction - Post Financial Year Subsequent to close of FY 2025-26, the Members of the Company by way of Postal Ballot on July 03, 2026 has approved the material related party transaction of the Company with ETT for a maximum amount of USD 4,29,83,922.96 [equivalent to INR4,10,00,00,000 - conversion date May 29, 2026 i.e. 1 USD = INR 95.3845], excluding applicable taxes / levies.

The aforesaid transactions/arrangement is commercially driven, provides mutual economic benefit to both entities, and is expected to strengthen financial resilience by enhancing both the topline and bottom-line, while delivering a superior customer experience globally.

9. Loans and Investments

The Company had extended loans and made investments during FY 2025-26 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 and Investments 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 and 7, respectively 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 transactions undertaken during FY 2025-26 are given hereunder:

Number of transactions: 4 transactions by way of Investments & Loan advanced.

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	DMCC196750	U55101DL2026PTC467416	202316256N

Name of the Party	ETT Solutions DMCC	Ten 11 Hospitality Private Limited (Erstwhile Ten 11 Hospitality, LLP)		DREAMFOLKS SERVICES PTE. LTD.
Type of person (Individual / Entity)	Entity	Entity		Entity
Nature of transaction	Investment	Investment		Loan
In case of loan, rate of interest would be enquired	NA	NA		One year Government security plus fifty (50) basis points
Brief on the transaction	Approval of the Board	Investment for	Contribution	Inter Corporate loan
	was obtained for an	an amount not	to partners	agreement for working
	investment of INR 36 crore (approx.) / USD 4 Million which are to be carried out in Phases. In first phase Company has made an investment of USD 1.36 Million for secondary acquisition of 17 shares from its existing shareholder. Further details relating to the same have been incorporated in Subsidiaries section of the Board Report.	exceeding INR 11.46 crore in Ten 11 Hospitality LLP, by way of acquiring 50.01% partnership stake from existing partners.	capital account	capital and other business purposes.
Amount (in INR)	INR 12,31,07,200/ USD 1.36 Million (approx.)	INR 11,45,42,904	INR 1,24,52,490	INR 3,44,56,374
Date of passing Board resolution	December 01,2025	November 10,2025	November 25, 2025	May 23,2025
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 breachedRs	No	No	No	No
Whether the transaction falls under the purview of proviso to Section 186(3) and Company is not required to pass SR.	Yes	Yes	Yes	Yes
SRN of MGT-14	AB9582006	AB9502055	AB9582359	AB4765339

10. Disclosure related to Insolvency and Bankruptcy

No application was made under the Insolvency and Bankruptcy Code, 2016 (IBC) during the Financial Year. Accordingly, the requirement to disclose the details of application made or any proceeding pending under the IBC during the year along with their status as at the end of the financial year is not applicable.

Further, details relating to the IBC matter that occurred subsequent to the close of FY 2025-26 has been incorporated under the heading Material Changes and Commitments Affecting the Financial Position of the Company.

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 Board of Directors comprises an optimal mix of Executive and Non-Executive Directors, bringing together diverse expertise, experience and professional eminence. This composition enables the Board to effectively discharge its responsibilities, provide strategic direction, and exercise oversight in the best interests of the Company and its stakeholders. 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, 2026, the Board comprised 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. Basis such evaluation, NRC 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, ideally representing a wide cross-section of industries, professions, functional domains, 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 Directors are appointed on the Board on merit after considering the skills, experience, competencies required for effective functioning of the Board. The Board also considers personal attributes such as integrity and ethical conduct, team-playing capabilities and other positive attributes of the Director. The core skills, expertise and competencies identified by the Board have been duly disclosed in the Corporate Governance Report.

Proposed Appointment of Directors:

In terms of the provisions of Sections 149, 150 and 152 read with Schedule IV and such other applicable provisions of the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014, Regulations 17 and 25 of the SEBI LODR Regulations, (including any statutory modifications and re-enactment thereof, for the time being in force), it has been proposed to appoint Mr. Lloyd Mathias (DIN: 02879668) as an Independent Director of the Company for a period of three years, i.e. with effect from August 14, 2026 through August 13, 2029, and not liable to retire by rotation. The Board basis recommendation of the NRC, recommends the appointment of Mr. Lloyd Mathias, for approval of the Members at the ensuing AGM.

Re-appointment of Director 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. Mukesh Yadav (DIN: 01105819) retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. The Board recommends the re-appointment of Mr. Mukesh Yadav, for approval of the Members at the ensuing AGM.

Proposed Re-appointment of Independent Director:

In terms of the provisions of Sections 149, 150 and 152 read with Schedule IV and such other applicable provisions of the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014, Regulations 17 and 25 of the SEBI LODR Regulations, (including any statutory modifications and re-enactment thereof, for the time being in force), it has been proposed to re-appoint Mr. Sunil Kulkarni (DIN: 02714177) as an Independent Director of the Company for a further period of five years, on expiry of his present term of office i.e. with effect from November 21,2026 through November 20,2031, and not liable to retire by rotation. The Board basis recommendation of the NRC and his performance evaluations, recommends the reappointment of Mr. Sunil Kulkarni, for approval of the Members at the ensuing AGM.

Disclosures relating to proposed appointment/ reappointment of Directors:

Theenabling resolutionsw.r.t. proposed appointment of Mr. Lloyd Mathias, and re-appointment of Mr. Mukesh Yadav and Mr. Sunil Kulkarni, along with respective explanatory statements and disclosures as required

pursuant to Regulation 36 of the SEBILODR Regulations read with the Secretarial Standards on General Meeting (SS-2) with respect to proposed appointment/ re-appointments forms part of the Notice of AGM.

Directors Declaration:

The Directors of the Company have made necessary disclosures under Section 184 and other relevant provisions of the Act and the SEBI Regulations.

None of the Directors of the Company are disqualified nor debarred from being appointed or continuing as Director of Company as per the provisions of Section 164 of the Act or Order of SEBI/MCA or any other authority. A certificate from a Company Secretary in Practice confirming the same as on March 31, 2026, is annexed to the Corporate Governance Report.

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 for Directors and Senior Management (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 with 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. 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 Board of your Company also comprises three Woman Directors out of whom two are Independent Director.

The Company has in place Policy of 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 from time to time 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 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.

Re-appointment of Directors held during the FY 2025-26:

The Members of the Company, at the 17 th AGM held on September 29,2025, basis of the recommendations of the NRC and the Board, approved the reappointment of:

- Ms. Liberatha Peter Kallat (DIN: 06849062) as Chairperson & Managing Director of the Company (Whole-time Key Managerial Personnel u/s 203 of the Act) 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;

- Mr. Dinesh Nagpal (DIN: 01105914) as Non- Executive Director of the Company, liable to retire by rotation.

Further, Members of the Company basis the recommendations of the NRC and Board by way of Postal Ballot on March 25, 2026 approved the reappointment of Mr. Balaji Srinivasan (DIN: 03512187) as Executive Director and Chief Technology Officer (Whole-time Key Managerial Personnel u/s 203 of the Act) of the Company, for a further period of five years, on expiry of his present term of office i.e. with effect from September 02, 2026 through September 01,2031, liable to retire by rotation.

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 31,2026:

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

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

3. Mr. Shekhar Sood - Chief Financial Officer; and

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

The KMPs have confirmed adherence with the Companys Code of Conduct.

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

Appointment:

During the year under review, the Board at its meeting held on April 30, 2025 appointed Mr. Shekhar Sood as Chief Financial Officer of the Company w.e.f. April 30,2025.

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 respective functions:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Risk Management Committee

d. Stakeholders Relationship Committee

e. Corporate Social Responsibility Committee

The composition, terms of reference and other related information of the above Committees are stated in the Corporate Governance Report, which forms an integra I 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 theSEBI LODR Regulations, the Board of Directors have carried out an annual evaluation of its own performance, Board Committees, and Individual Directors including Independent 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 questionnaires 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 continues 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 I ndependent Directors without the presence of Non-Independent Directors and Members of Management, was held on March 19,2026 to:

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

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

- 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 11 (Eleven) times during the FY 2025-26. The details of the meetings of the Board as well as Committees and attendance of the Directors thereat are provided 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 FY 2025-26, 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 31,2026 and of the profit of the Company for the FY 2025-26;

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 are 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 FY 2025-26.

Human Resource Governance

17. Employees Stock Option Plan / Scheme

Employees Stock Options (ESOPs) 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 Membersof 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.

During the financial year, 100,000 ESOPs were granted on May 15, 2025, to eligible employee and subsequent to the end of FY 2025-26, a further 198,000 ESOPs were granted on May 23, 2026, to eligible employees under the Dreamfolks ESOP 2021.

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.eom/companv-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 Policy / 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 etc.

Ad eq uate saf egua rds a re provided agai nst 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 vl.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 (1C). 1C 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 1C and has also rolled-out an online module for employees to increase awareness. No instance or complaint was reported to 1C 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. During the year under review, 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 wellbeing of its women workforce in accordance with applicable laws.

22. Number of employees as on the closure of financial year

Female: 21

Male: 94 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 (N R Policy) for selection and appointment of Directors, Key Managerial Personnel (KMPs), Senior Management Personnel (SMPs) and their remuneration.

The Company strives to ensure that:

- 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;

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

- remuneration to Directors, KMPs and SMPs involves a balance between fixed and incentive pay, reflecting short, medium and long-term 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 Di rectors and to provide guidelines for the appointment and remuneration of Directors, KMPs and SMPs of the Company.

The salientfeaturesof the NR Policy are that it laysdown the parameters, based on which:

- payment of remuneration (including sittingfees) shall be made to Independent Directors (IDs) and Non- Executive Directors (NEDs).

- 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/policv/nomination and remuneration policv.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, 2014and Section 134(3)(a) of the Act, the Annual Return of the Company is available on the Companys website

at https://s3.ap-south-l.amazonaws.com/df.imagesvl/

w e bsit e conte n t/ A nnu a l - R eturn-FY-2025-2026.pdf

25. Corporate Social Responsibility

Through Corporate Social Responsibility (CSR) there is a formation of a dynamic relationship between the Company on one hand & the society and environment on the other. The Companys approach to CSR is rooted in the principles of responsible corporate citizenship and is aligned with the objectives of its CSR policy. 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/policv/ Policv-on-Corporate-Social-Responsibilitv Dreamfolks-

Services-Limited vl.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 8of 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 2025-26, the provisions of CSR were applicable to the Company basis the following:

a) Turnover (in INR actuals) for FY 2024-25:12,91,88,22,662

b) Net worth (in INR actuals) for FY 2024-25:2,95,52,29,928

c) Net profits for last three financial years:

Financial year ended	FY 2024-25	FY 2023-24	FY2022-23
Profit before tax (In INR)	94,23,03,754	93,73,49,525	97,46,01,253
Net Profit computed u/s 198 adjusted as per Rule 2(l)(f) of the Companies (CSR Policy) Rules, 2014 (in INR)	95,37,08,754	95,23,71,154	97,16,37,307

2. Amount spent in local area (in INR): Nil

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

Number of CSR activities:

2 CSR project or activity deg identifi ed	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 Amount spent Expenditure on (budget) on the projects Administrative projector or programs overheads programs (in INR) (in INR) wise (in INR)		Mode of Amount spent
1 Project Saksham	Education	Haryana	Gurugram	1,91,84,782 Nil	Nil	N.A.

Note: Total Amount transferred to Unspent CSR Account as per Section 135(6) of the Act as on 27-03-2026 was INR 1,91,84,782.

Details (name, address and email address) of implementing agency(ies) N.A 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 SEBILOD R Regu lations, 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 undertaken 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 ofSEBI LODR Regu lations, 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 termsof SEBILODR Regulations is also annexed 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 Impact 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 non-manufacturing 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, 2026, 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

The Company continues to invest in and assimilate state-of-the-art technologies to enhance its products, services, and operational capabilities. During the year, the Company strengthened its technology platform by adopting scalable cloud infrastructure, enhancing API-based integrations with banks, payment networks, merchants, and partners, and implementing advanced monitoring and automation tools to improve system reliability and performance.

The Company also focused on enhancing information security, fraud prevention mechanisms, and data protection practices in line with evolving regulatory and industry standards. Investments were made in process automation, analytics, and Al-enabled capabilities to improve operational efficiency, customer experience, and decision-making.

The Company remains committed to continuously evaluating and adopting emerging technologies that support innovation, scalability, business continuity, and secure digital payment experiences while ensuring compliance with applicable regulatory requirements.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): None The expenditure incurred on Research and Development: Not Applicable

(C) Foreign exchange earnings and outgo:

s Particulars No.	FY 2025-26	FY 2024-25
	Amount (In INR Million)
1 Foreign Exchange Earnings	310.20	887.03
2 Foreign Exchange Outgo	1,272.76	477.98

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 with 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 AuditorsReport

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 13 th AGM of the Company which was held on November 20, 2021 till the conclusion of 18 th AGM.

The Audit Report on the Financial Statements of the Company for the period under review is unmodified, with Emphasis of Matter pertaining to petition under the Insolvency and Bankruptcy Code, 2016 (the details of the same have been captured on Material changes and commitments affecting the financial position section of the Board Report, note no 22 of the Consolidated Financial Statements and note no 20 of the Standalone Financial Statements).

The Statutory Auditors have made certain observations, under the applicable provisions of the Companies (Auditors Report) Order, 2020 (CARO 2020), responses to which are as follows:

1. CARO 3(ii)(b)

The differences between the amounts reported to banks and those appearing in the books are primarily attributable to the use of provisional financial information available at the time of submission, and due to difference in category/ classification of trade receivables and trade payables reported as per banks format and as recorded in books.

2. CARO 3(vii)(b)

The Company has certain disputed GST dues pertaining to earlier financial years, as detailed in the Statutory Auditors Report. The Company has filed appropriate appeals against the respective demands before the competent appellate authorities, and the matters are currently pending adjudication. Based on the facts of the matters and the advice of its tax and legal advisors, the Management is of the view that it has reasonable grounds to support its position.

3. CARO 3(xix) - Golfklik Private Limited (Golfklik)

Golfklik is in the process of closure and does not intend to undertake any further business operations. Accordingly, no material fresh liabilities are expected to arise from future business operations. Golfklik will take necessary steps to settle its existing liabilities and complete the closure process in accordance with applicable requirements.

Re-appointment

Basis the recommendation of Audit Committee, the Board of Directors of the Company approved the reappointment of M/s. S S Kothari Mehta & Co. LLP, Chartered Accountants, as Statutory Auditor of the Company for a second consecutive term of five (5) years, to hold office from the conclusion of the 18 th AGM until the conclusion of the 23 rd AGM of the Company, subject to the approval of the shareholders at the ensuing AGM, at such remuneration as may be decided by the Board of Directors in consultation with the Statutory Auditors of the Company.

II. Secretarial Auditors

Pu rsua nt to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI LODR Regulations, the Members of the Company at the 17 th AGM of the Company held on September 29,2025, had appointed M/s. DMK Associates, Company Secretaries (Secretarial Auditors) to hold office as such for a first

term of five (5) consecutive years commencing from Financial Year 2025-26 to Financial Year 2029-30.

The Secretarial Audit Report for the Financial Year ended March 31, 2026 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 Company received notices from BSE and NSE levying fines for alleged non- compliance with Regulations 18(1), 19, 20 and 21(2) of the SEBI LODR Regulations.

The Company submitted applications with BSE and NSE on March 28, 2025, seeking waiver of the aforesaid fines and, accordingly, did not remit the amounts pending disposal of the waiver applications. In its representations, the Company submitted that prior to the amendment to the SEBI LODR Regulations (notified on December 12, 2024), there was no prescribed timeline for filling vacancies in Board Committees arising due to the expiry of the term of office of a Director. The Company also referred to the observations of SEBIs Expert Committee in its report titled Recommendations for Facilitating Ease of Doing Business and Harmonization of the Provisions of ICDR and LODR Regulations dated June 26, 2024, which acknowledged the absence of such a timeline under the erstwhile regulatory framework.

Upon consideration of the Companys representations, NSE, vide its letter dated June 30,2025, and BSE, vide its email dated October 6, 2025, waived the fines levied. Accordingly, no fine was required to be paid by the Company.

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

III. Maintenance of Cost Records and Cost Auditors The provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 relating to maintenance of cost records and conduct of cost audit are not applicable to the Company.

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 prioritized according to significance and likelihood.

The Risk Management Committee oversees 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 vl.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 2025-26, 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

35. GENERAL

Your Company further confirms that:

1. The Company had not issued shares with differential rights as to Voting or dividend, 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. During the year under review, the Executive Directors of the Company did not receive any remuneration or commission from any of its subsidiaries.

4. During the year under review, the Company did not raise any funds through preferential allotment or qualified institutions placement as specified under Regulation 32 of the SEBI LODR Regulations.

36. Awards/Accolades and Recognition

DreamFolks and its leadership has been 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. Most Innovative Emerging Technology Implementation at the 9 th Annual India Banking Summit & Awards, organized by the Synnex Grou p.

b. Customer Experience Solution of the Year (Gold) at the 5 th Edition of the BW Businessworld Fintech Awards, under the Customer Experience category.

37. 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 Chairperson & Managing Director DIN:06849062 Date: August 13,2026 Place: Gurugram