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 FY 2024-25;

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.

Company's Performance & Future Outlook

Your Company is India's 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.

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
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 Company's 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 Board's
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
Company's 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 heading 'Material 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 Company's
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 Company's website at:https://s3.ap-south-1.
amazonaws.com/df.imagesv1/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 Company's website at:https://www.dreamfolks.
com/results-and-reports.html#tab-7

During the year, Golfklik Private Limited experienced a
significant decline in, and subsequent discontinuation of,
its principal business operations. In view of the cessation
of substantially all operating activities and the absence
of viable alternative business opportunities or confirmed
business orders, the Board of Directors, at its meeting
held on February 09, 2026, after due evaluation of the
Company's 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 was filed by Travel 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 ("CIRP")
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 Company's 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 Company's website athttps://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 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
arm's 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 arm's 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 INR 4,10,00,00,000
- 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.

. 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.

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 re¬
appointment of Mr. Sunil Kulkarni, for approval of the
Members at the ensuing AGM.

Disclosures relating to proposed appointment/ re¬
appointment of Directors:

The enabling resolutions w.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 SEBI LODR 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 organization's 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
Company's '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
athttps://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 re¬
appointment 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 re¬
appointment 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
Company's '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 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. Board's 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 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 Board's 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 Company's 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 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.

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 Company's website athttps://www.
dreamfolks.com/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.

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
Company's website athttps://www.dreamfolks.com/
files/policy/Policy-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 Company's Policy in this regard,
is available on the employee's 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. 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 well¬
being 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
("NR 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 N R 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, KMPs and SMPs of
the Company.

The salient features of the NR Policy are that it lays down
the parameters, based on which:

• payment of remuneration (including sitting fees) 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 athttps://
www.dreamfolks.com/files/policy/nomination and
remuneration policy.pdf

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

4. 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 Company's website
athttps://s3.ap-south-1.amazonaws.com/df.imagesv1/
website-content/Annual-Return-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 Company's 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 athttps://www.dreamfolks.com/files/policv/
Policv-on-Corporate-Social-Responsibilitv Dreamfolks-

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
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
Company's business, risks and concerns, and material
developments during the financial year under review.

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.

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 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 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 Company's 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 Company's 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 AI-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:

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 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 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
(Auditor's 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 bank's 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 re¬
appointment 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

Pursuant 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 SEBI's 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 Company's 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 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 Company's 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 Company's 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 Group.

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