COMPANY'S PERFORMANCE & FUTURE OUTLOOK

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

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

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

FINANCIAL GOVERNANCE

1. DIVIDEND

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

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

2. TRANSFER TO RESERVES

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

3. LIQUIDITY

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

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

4. SHARE CAPITAL

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

5. SUBSIDIARIES

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

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

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

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

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

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

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

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

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

6. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION

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

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

7. PUBLIC DEPOSITS

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

remaining with the Company at the end of the Financial
Year 2024-25.

8. RELATED PARTY TRANSACTIONS

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

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

All related party transactions entered during the year
were in ordinary course of the business and on 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 Companies
Act, 2013 in Form AOC-2 is not applicable. Reference
of the Members is invited to the note no. 43 of the
Standalone Financial Statements, which sets out the
related party disclosures as per the IND-AS 24.

9. LOANS AND INVESTMENTS

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

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

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

10. DISCLOSURE RELATED TO INSOLVENCY AND
BANKRUPTCY

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

11. NO DIFFERENCE IN VALUATION

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

BOARD GOVERNANCE

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. Directors

The composition of the Board represents an
optimal mix of professionalism, knowledge and
experience and enables the Board to discharge its

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

Selection of New Directors and Board
Membership Criteria

The Nomination and Remuneration Committee
('NRC') engages with the Board to evaluate the
appropriate characteristics, skills and experience
for the Board as a whole as well as for its individual
Members with the objective of having a Board with
diverse backgrounds and experience in business,

finance, governance, etc. The NRC, basis such
evaluation, determines the role and capabilities
required for appointment of Directors. Endeavour
is made to have individuals on the Board, with a
diverse set of personalities, demographics, ideally
representing a wide cross-section of industries,
professions, backgrounds, occupations and
functions, and possessing a blend of skills, domain
and functional knowledge, experiences, educational
qualifications. Thereafter, the NRC recommends to
the Board the selection of new Directors.

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

Induction to the Board:

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

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

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

Re-appointment of Directors retiring by rotation:

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

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

Proposed Re-appointment:

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

Further, a brief profile of Ms. Liberatha Peter Kallat

and disclosures required pursuant to Regulation
36 of the SEBI LODR Regulations, schedule V of of
the Act and the SS-2 with respect to proposed re¬
appointment are given in the Notice of convening
the 17^th AGM of your Company.

Cessation:

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

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

Directors' Declaration:

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

Independent Directors' Declaration:

The Independent Directors of the Company have
confirmed the following:

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

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

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

In the opinion of the Board, there has been no
change in the circumstances which may affect
their status as Independent Directors of the
Company. Further, the Board is of the opinion that

the Independent Directors of the Company hold
highest standards of integrity and possess requisite
expertise and experience required to fulfil their
duties as Independent Directors.

Code of Conduct:

The Company is guided by the Code of Conduct
in taking decisions, conducting business with a
firm commitment towards values, while meeting
stakeholders' expectations. This is aimed at
enhancing the 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 to 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
including Women Director. The Board of your
Company comprises highly experienced persons of
repute, eminence and has a good and diverse mix of
Executive and Non-Executive Directors.

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

Familiarization Programme

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

II. Key Managerial Personnel

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

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

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

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

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

Appointments:

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

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

Cessations:

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

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

3. COMMITTEES OF THE BOARD

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

a. Audit Committee

b. Nomination & Remuneration Committee

c. Risk Management Committee

d. Stakeholders' Relationship Committee

e. Corporate Social Responsibility Committee

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

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

14. 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.

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

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

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

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

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

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

15. NUMBER OF MEETINGS OF THE BOARD AND ITS
COMMITTEES

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

16. DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

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

HUMAN RESOURCE GOVERNANCE

17. EMPLOYEES STOCK OPTION PLAN / SCHEME

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

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

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

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

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

18. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

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

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

19. WHISTLE BLOWER POLICY AND VIGIL
MECHANISM

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

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

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

In light with the provisions the POSH Act, the Company
has duly constituted Internal Complaints Committee
("IC“). IC is in place for all works and offices of the
Company to redress complaints received regarding
sexual harassment. The 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. The Company has duly complied with
the provisions of the Maternity Benefit Act, 1961, as
amended from time to time.

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

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

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

23. REMUNERATION POLICY

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

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

The Company strives to ensure that:

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

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

O remuneration to Directors, KMPs and Senior
Management involves a balance between fixed and
incentive pay, reflecting short, medium and 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
Directors and to provide guidelines for the appointment
and remuneration of Directors, Key Managerial Personnel
(KMPs) and Senior Management of the Company.

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

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

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

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

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

24. ANNUAL RETURN

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

25. CORPORATE SOCIAL RESPONSIBILITY

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

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

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

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

E-mail: - globalsocialwelfa re11@gmail.com

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

26. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

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

under project "Saksham" in the following
Schools:

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

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

3. Govt. Girls Senior Secondary School,
Village Badshahpur

27. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

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

28. CORPORATE GOVERNANCE REPORT

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

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

The initiatives on energy conservation, assimilation of
technology and the dynamics of foreign exchange inflows
and outflows as mandated under Section 134 of the Act,

in conjunction with the Companies (Accounts) Rules of

2014, the Company's efforts are outlined below:

(A) Energy Conservation Efforts:

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

(ii) Leveraging Alternative Energy Sources
Considering the 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,
2025, the Company did not allocate capital
investments towards energy conservation
equipment.

(B) Technology Absorption:

(i) Efforts to Assimilate Technology

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

(ii) Realized Benefits from Technological
Incorporation

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

The expenditure incurred on Research and

Development: Not Applicable.

(C) Foreign exchange earnings and outgo:

30. SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE
REGULATORS

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

31. COMPLIANCE OF SECRETARIAL STANDARDS

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

AUDIT AND AUDITORS

32. AUDITORS AND AUDITORS' REPORT

I. Statutory Auditors

Pursuant to the provisions of Section 139 of the
Act and the Rules framed thereunder, S. S. Kothari
Mehta & Co. LLP, Chartered Accountants (FRN
000756N /N500441), were appointed as Statutory
Auditors of the Company from the conclusion of
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 Standalone Financial
Statements of the Company for the period
under review does not contain any qualification,
reservation, adverse remark or disclaimer.

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

II. Secretarial Auditors

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

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

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

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

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

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

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

III. Maintenance of Cost Records and Cost Auditors

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

RISK & RELATED GOVERNANCE

33. RISK MANAGEMENT

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

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

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

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

34. INTERNAL FINANCIAL CONTROLS SYSTEMS AND
THEIR ADEQUACY

Your Company has in place an adequate internal
financial control framework with reference to financial
and operating controls thereby ensuring orderly and
efficient conduct of its business, including adherence
to the 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 2024-25, such controls were
tested and no reportable material weakness in the design
or operation was observed.

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

GENERAL

35. GENERAL

Your Company further confirms that:

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

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

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

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

36. AWARDS/ACCOLADES AND RECOGNITION

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

List of Awards:

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

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

c. Received the Business Innovation Award at the

14^th edition of Entrepreneur Awards 2024

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

2024

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

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

Times Now

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

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

2025 in Vietnam

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

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

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

k. The Company bagged the Customer Experience
Solution of the Year (Gold category) at the 5^th

edition of the BW BusinessWorld Fintech Awards
2025

ACKNOWLEDGEMENT & APPRECIATION

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

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

For and on behalf of the Board of Directors
Liberatha Peter Kallat

D_ate: August 07, ₂₀₂₅ Chairperson & Managing Director

Place: Gurugram DIN: 06849062