Directors Report of Dreamfolks Services Ltd.

Mar 31, 2025

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

FINANCIAL PERFORMANCE

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

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

The Financial highlights are summarized below:

(in INR Million)

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

PERFORMANCE HIGHLIGHTS

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

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

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 (âSEBI LODR Regulationsâ) 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.

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

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 NonÂ¬
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, teamÂ¬
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
(âAGMâ) and being eligible, offers himself for
re-appointment. The Board recommends reÂ¬
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 reÂ¬
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 (âESOP 2021 / Planâ)
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 (âSEBI SBEB & SE Regulationsâ)
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 [email protected].

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 Actâ) and
the Rules made thereunder.

In light with the provisions the POSH Act, the Company
has duly constituted Internal Complaints Committee
("ICâ). 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 longÂ¬
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 (âCSRâ ) 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 (âCSR Rulesâ) is annexed herewith as
Annexure-4 and forms part of this report.

Other relevant Details:

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

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

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

c) Net profits for last three financial years:

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

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

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

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

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

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

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

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

E-mail: - globalsocialwelfa [email protected]

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 nonÂ¬
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.

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

Mar 31, 2024

Your Directors have pleasure in presenting the 16^th Annual Report on the business and operations of Dreamfolks Services Limited ("Company") along with the audited financial statements (consolidated as well as standalone) for the financial year ended March 31,2024.

FINANCIAL PERFORMANCE

The Audited Financial Statements of your Company as on March 31, 2024, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The consolidated financial statements have been prepared on the basis of audited financial statements of the Company and its Subsidiaries, as approved by their respective Board of Directors.

The Financial highlight is summarized below:

(in INR Million)
	(Consolidated)		(Standalone)
Particulars	Year ended	Year ended	Year ended	Year ended
	March 31, 2024	March 31, 2023	March 31,2024	March 31, 2023
Revenue from Operations	1 1,350.12	7,732.52	11,349.46	7,732.40
Other Income	33.26	32.96	33.17	32.93
Total Income	1 1,383.38	7,765.48	11,382.63	7,765.33
Cost of services	9,981.71	6,453.78	9,975.46	6,453.66
Employee benefits expenses	284.85	178.33	282.09	178.22
Finance costs	11.72	12.86	11.63	12.86
Depreciation and amortization expenses	37.02	34.98	37.00	34.97
Other expenses	143.55	111.18	139.10	111.02
Total Expenses	10,458.85	6,791.13	10,445.28	6,790.73
Profit/ (Loss) before Tax (PBT)	924.53	974.35	937.35	974.60
Profit/ (Loss) after Tax (PAT)	686.37	725.27	696.83	725.46
Attributable to
- Owner	690.04	725.34	696.83	725.46
-Non-controlling interest	(3.67)	(0.07)
Total Comprehensive Income	684.62	721.42	695.17	721.61
Attributable to:
- Owners	688.29	721.49	695.17	721.61
- Non-controlling interest	(3.67)	(0.07)

PERFORMANCE HIGHLIGHTS

- Consolidated income, comprising Revenue from Operations and other income, for FY 2023-24 was INR 1 1,383.38 Mn as against INR 7,765.48 Mn in FY 2022-23;

- Consolidated Profit before Tax for the FY 2023-24 was INR 924.53 Mn vis-a-vis INR 974.35 Mn in FY 2022-23; and

- Consolidated Profit after Tax for the FY 2023-24 was INR 686.37 Mn compared to 725.27 Mn in FY 2022-23.

1. DIVIDEND

Your Company has a dividend policy that balances the dual objectives of rewarding shareholders through dividends, whilst also ensuring availability of sufficient funds for growth of the Company. During the Financial Year 2023-24, your Company in the meeting of Board of Directors held on August 9, 2023 had declared an Interim Dividend of INR 0.50 (Fifty Paisa) (i.e. 25% of face value) per share of the face value of INR 2/- (Two) amounting to INR 26.51 Mn. Further, the Board of Directors have in their Board Meeting held on May 28, 2024, proposed a final dividend of INR 1.50 (Rupee One and Fifty Paisa) (i.e. 75% of face value) per share of the face value of INR 2/- (Two) amounting to INR 79.54 Mn. The said final dividend shall be payable post the approval of the members of the Company at the ensuing Annual General Meeting. As per the Income-Tax Act, 1961, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. Accordingly, the Company makes the payment of the dividend from time to time after deduction of tax at source.

The Dividend Distribution Policy of the Company is available on the following weblink https:// www.dreamfolks.in/files/policy/Dividend-Distribution-policy.pdf

2. TRANSFER TO RESERVES

The closing balance of the retained earnings of the Company for FY 2023- 2024, after all appropriations and adjustments was INR 2,091.30 Mn. Further, during the year under review, no amount has been transferred to the Reserve of the Company.

3. 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, 2024 stood at INR 10,45,00,000/- consisting of 5,22,50,000 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 INR10,60,51,824/- consisting of 5,30,25,912 equity shares of INR 2/- each fully paid up.

4. 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 has in their meeting held on September 29, 2021 approved the Dreamfolks Employees Stock Option Plan 2021 ("ESOP 2021 Plan").

Further, during the period under review the Company''s Nomination and Remuneration Committee under ESOP

2021 Plan and vide resolution by Circulation dated April 7, 2023, had allotted 4,31,062 Shares (Four Lakhs Thirty One Thousand and Sixty Two) and 3,44,850 Shares (Three Lakhs Forty Four Thousand Eight Hundred Fifty) aggregating to a total of 7,75,912 Shares (Seven Lakhs Seventy Five Thousand Nine Hundred and Twelve) being issued to Ms. Giya Diwaan, Chief Financial Officer of the Company and Mr. Balaji Srinivasan, Executive Director, respectively.

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 ESOP Regulations") confirming that the ESOP 2021 Plan has been implemented in accordance with the said Regulations. The Certificate is available for inspection during the AGM of the Company and is also placed at the website of the Company at https://www.dreamfolks.in/flnancial.

Applicable disclosure as stipulated under the SEBI ESOP Regulations with regard to the ESOP 2021 Plan is available on the Company''s website at https:// www.dreamfolks.in/company-announcements

5. SUBSIDIARIES

On March 31, 2024, the Company has 3 (Three) subsidiaries and there are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013.

The Company holds 60% equity shares in Golfklik Private Limited and during the previous year under review, the name of Vidsur Golf Private Limited was changed to Golfklik Private Limited w.e.f. June 2, 2023.

During the financial year 2023-24, the Company has incorporated a wholly owned subsidiary, Dreamfolks Services Pte. Ltd. (â"DSPL") on April 27, 2023 as a Private Limited Company by shares under the laws of Singapore.

During the year under review, the Company in 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, under Section 248 of the Companies Act, 2013 and such other applicable provisions read with the applicable rules. An intimation regarding the same was duly communicated to the BSE Limited and National Stock Exchange of India Limited dated December 13, 2023. Subsequently, Dreamfolks Hospitality Private Limited, a subsidiary of the Company, had filed an application as 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 3^rd April 2024. Dreamfolks Hospitality Private Limited is not a material subsidiary of the Company and therefore, it will not impact materially on 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, 2024 in prescribed Form AOC -1 as per the Companies Act, 2013 is set out in Annexure- 1 and forms an integral part of this Annual Report.

The annual financial statements of the subsidiaries shall also be made available to the Members of the Company/ Subsidiary Companies seeking such information at any point of time. The Annual Financial Statements of the subsidiaries are available under investors section on the website of the Company at https://www.dreamfolks.in/ financial.

The Company has formulated a policy for determining material subsidiaries. The said policy is also available on the website of the Company at: https://www.dreamfolks. in/corporate-governance.

Further, during the year under review, no Company has become or ceased to a joint venture or associate of the Company.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which this financial statement relate on date of this report.

7. PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposit under Chapter V of the Companies Act, 2013 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 2023-24.

8. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 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 Companies Act, 2013 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 shareholder interested in obtaining a copy thereof may write to the Company Secretary of the Company at [email protected]

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL I. Directors

Mr. Balaji Srinivasan (DIN: 03512187), Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting ("AGM") pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and being eligible offers himself for re-appointment. An appropriate resolution for re-appointment is being placed for the approval of the Members of the Company at the ensuing AGM.

A brief profile of Mr. Balaji Srinivasan and other related information required to be disclosed as per the Secretarial Standard 2 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 ("Listing regulations") is detailed in the Notice convening the 16^th AGM of your Company.

During the year under review, there were following changes in the composition of Board of Directors of your Company:

1. Ms. Aditi Balbir resigned as an Independent Woman Director w.e.f. July 17, 2023 from the Board of the Company and ceased to hold the positions held by her in the Committees thereof, due to personal reasons. For further details in this connection, please refer to the Corporate Governance Report;

2. Mr. Mario Anthony Nazareth, Independent Director of the Company who was re-appointed on November 30, 2022, had completed the second term of his office and had retired as such and ceased to be a member of the Committees of the Board of Directors with effect from November 29, 2023. For further details in this connection, please refer to the Corporate Governance Report;

3. Mr. Ravindra Pandey, was appointed as Independent Director of Company by the Board of Directors w.e.f. November 28, 2023. His appointment was approved by the Members of the Company, through postal ballot vide special resolution on January 18, 2024; and

4. Ms. Prerna Kohli, was appointed as Independent Director of Company by the Board of Directors w.e.f. November 28, 2023. Her appointment was approved by the Members of the Company, through postal ballot vide Special Resolution on January 18, 2024

well as the Listing Regulations. The Independent Directors have affirmed compliance to the Code of Conduct for Independent Directors as prescribed in Schedule IV to the Act.

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 fulfil the conditions specified in Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as the Listing Regulations and are independent from Management.

The Independent Directors have also confirmed that they have registered their names in the Independent Directors'' databank with the Indian Institute of Corporate Affairs.

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.

II. Key Managerial Personnel

In accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following were the Key Managerial Personnel of the Company as on March 31,2024:

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

2. Mr. Balaji Srinivasan - Executive Director;

3. Ms. Giya Diwaan - Chief Financial Officer; and

4. Ms. Rangoli Aggarwal - Company Secretary and Compliance Officer.

During the year under review, there is no change in the key managerial personnel of your Company.

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 in its meeting held on August 08, 2024. The same was duly communicated with the stock exchanges.

10. COMMITTEES OF THE BOARD

As on the date of this report, the Company has the following Board committees:

a. Audit Committee

b. Nomination & Remuneration Committee

c. Risk Management Committee

d. Stakeholder''s 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, all the recommendations made by the Audit committee were accepted by the Board.

11. BOARD''S EVALUATION

The Board of Directors have carried out an annual evaluation of its own performance, Board Committees, and Individual Directors pursuant to the provisions of Companies Act, 2013.

A structured questionnaire was prepared after taking into consideration the inputs received from Nomination and Remuneration Committee, 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 performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of Non-Independent Directors, Board as a whole and the Chairman of the Board was evaluated in a separate meeting of Independent Directors.

The feedback and results of the questionnaire were collated and consolidated report was shared with the Board for improvements and its effectiveness. 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 and Chairman is satisfactory.

12. REMUNERATION POLICY

In compliance with the provisions of Section 178 of the Companies Act, 2013 read with Listing Regulations, the Board has, on the recommendation of the Nomination & Remuneration Committee of the Company, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration.

The salient features of the Policy are:

a) It lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a director (executive/ non-executive/independent) of the Company;

b) To recommend to the Board the policy relating to the remuneration of the Directors, KMP and Senior Management/Other Employees of the Company; and

c) Reviewing and approving corporate goals and objectives relevant to the compensation of the executive Directors, evaluating their performance in light of those goals and objectives and either as a committee or together with the other independent Directors (as directed by the Board), determine and approve executive Directors'' compensation based on this evaluation; making recommendations to the Board with respect to KMP and Senior Management compensation and recommending incentive-compensation and equity-based plans that are subject to approval of the Board.

The Nomination and Remuneration Policy of the Company is available on the website of the Company and can be accessed at the following web link:

https://www.dreamfolks.in/files/policy/nomination and remuneration policy.pdf

Throughout the financial year, the Policy remained unchanged, and no amendments were introduced.

13. NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES

The Board met 6 (Six) times during the Financial Year 2023-24. The details of the meetings of the Board and Committees thereof are given in the Corporate Governance Report, which forms an integral part of this Annual Report.

14. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

I. In the preparation of the annual accounts for the Financial Year ended March 31, 2024, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

II. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates 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, 2024 and of the profit of the Company for the Financial Year ended March 31,2024;

III. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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 were operating effectively; and

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

15. AUDITORS AND AUDITORS'' REPORTI. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, S.S.Kotahri Mehta & Co LLP, Chartered Accountants (FRN 000756N), were appointed as Statutory Auditors of the Company from the conclusion of 13^th Annual General Meeting (AGM) of the Company which was held on November 20, 2021 till the conclusion of 18^th AGM to be held in the FY 2025-26.

The Audit Report on the financial statements of the Company for the period under review does not contain any adverse remarks and/or qualifications therein.

The Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force).

II. Maintenance of Cost Records and Cost Auditors

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company is not required to maintain cost accounting records and get them audited every year.

III. Secretarial Auditors

Pursuant to the provisions of Sections 170 and 204 of the Companies Act, 2013 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 2023-24.

The Secretarial Audit Report for the Financial Year ended March 31, 2024 is annexed herewith as Annexure-3 and forms an integral part of this

Annual Report. The Secretarial Audit Report does not contain any reservations or adverse remarks. Though the report contains a qualification remark wherein the Secretarial Auditor had reported that the composition of Board of Directors was not in accordance with the regulation 17(1) Listing Regulations for a period of 42 days, due to the resignation of Mrs. Aditi Balbir, Independent Women Director of the Company w.e.f. July 17, 2023. In accordance with Regulation 17(1E) & Regulation 25(6) of Listing Regulations, the resultant vacancy must have been filled within a period of 3 months from the date of such vacancy i.e. on or before October 16, 2023. However, Company has

appointed new Independent Women director on November 28, 2023.

The Management in its response to the aforesaid qualification had submitted to the Secretarial Auditor that the Company was evaluating various candidates but couldn''t find a suitable candidate to be appointed as an Independent women Director. Further necessary Communication has been made in this regard by the Company to all its stakeholders vide its letter dated October 15, 2023. The fines imposed by the NSE & BSE have been duly paid and new Independent Woman Director have been appointed w.e.f. November 28, 2023.

The Secretarial Auditor of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force).

Further, the Board of Directors of the Company had in their Board Meeting re-appointed M/s DMK Associates, Practicing Company Secretaries as Secretarial Auditors of the Company for a period commencing from April 1, 2024 till financial year ending March 31,2027.

16. ANNUAL RETURN

As required under Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the Company''s website at https://www.dreamfolks.in/flnancial.

17. RELATED PARTY TRANSACTIONS

In compliance with the requirements of the Companies Act, 2013 and the Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on Company''s website at https://www.dreamfolks.in/files/policy/Policy-on-Related-Party-Transactions Dreamfolks-Services-limited v1.11.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 transaction 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 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.

18. LOANS AND INVESTMENTS

Details of Investments made by the Company during Financial Year 2023-24 within the meaning of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Schedule V of the Listing Regulations, are set out in Note No. 50 to the Standalone Financial Statements of the Company.

19. 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 to oversee 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.

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

Risk Management Policy of the Company is available on the website of the Company and can be accessed via. https://www.dreamfolks.in/files/ policy/Policy-on-Risk-Management Dreamfolks-Services-Mmited v1.10.pdf

20. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

In Compliance with the provisions of section 177 of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, the Company has in place the Whistle

Blower Policy and Vigil Mechanism 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. Adequate safeguards are provided against victimization to those who use such mechanism and direct access to the Chairman 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 Whistle Blower Policy and Vigil Mechanism may be accessed on the Company''s website at https://www.dreamfolks.in/corporate-governance.

21. CORPORATE SOCIAL RESPONSIBILITY

The prime objective of our Corporate Social Responsibility policy is 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 Board of Directors of your Company has formulated and adopted a policy on Corporate Social Responsibility which can be accessed at: https://www.dreamfolks.in/ files/policy/Policy-on-Corporate-Social-Responsibility Dreamfolks-Services-Limited v1.pdf

The annual report on corporate social responsibility 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 is attached and marked as Annexure - 4 and forms part of this report.

22. 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 the Listing 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.

23. BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report, as stipulated under Regulation 34 (2) (f) of the Listing 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 this Report.

24. CORPORATE GOVERNANCE REPORT

A certificate from M/s. DMK Associates, Company Secretaries confirming compliance with the conditions of corporate governance is also attached to the Corporate Governance Report.

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

The Company has in place an Anti-Sexual Harassment Policy in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee ("ICC") as specified under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company conducts sessions for employees to build awareness amongst employees about the Policy and the provisions of Prevention of Sexual Harassment of Women at Workplace Act.

During the period under review, no complaint was received by the ICC.

26. CONSERVATION OF ENERGY, TECHNOLOGY ADVANCEMENTS AND THE FOREIGN EXCHANGE EARNINGS AND EXPENDITURE

The subsequent details show the initiatives on energy conservation, assimilation of technology and the dynamics of foreign exchange inflows and outflows as mandated under section 134 of the Companies Act of 2013, in conjunction with the Companies (Accounts) Rules of 2014, the Company''s efforts in energy conservation and technological absorption 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, 2024, 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.

The above comprehensive outline provides a detailed understanding of the company''s initiatives and outcomes concerning energy conservation, technology integration, and financial aspects of foreign exchange operations.

(C) Foreign exchange earnings and outgo:
S. Particulars No.	Amount (In INR Million)
1 Foreign Exchange Earnings	343.07
2 Foreign Exchange Outgo	327.25

27. 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.

During Financial Year 2023-24, such controls were tested and no reportable material weakness in the design or operation was observed.

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

28. 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.

29. 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.

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

The Company has duly complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and Shareholders (SS-2).

32. GENERAL

Your Company further confirms that:

1. The Company has not issued shares with Differential rights as to Voting, sweat equity shares, has not purchase or given loan to purchase its own securities;

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

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, Delhi, India, 110017

33. AWARDS/ACCOLADES AND RECOGNITION

a. Your Company was awarded Best User Experience Solution Provider at the 8^th Annual India Banking Summit & Awards 2024 The 8^th Annual India Banking Summit & Awards provided a common platform for bankers and related stakeholders to come together to discuss the key challenges and learn from the best practices adopted in banking & payments sector; and

b. Best Banking Card Service Provider of the Year awarded to DreamFolks at the 11^th Edition of The Payments Reloaded 2024 Payments Reloaded 2024

is a unique platform for diverse organisations to discuss innovation, deliver value through new solutions and services and provide offerings to meet business needs and transact with their customers.

34. 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. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the employees.

Mar 31, 2023

The Directors have pleasure in presenting the 15^th Annual Report on the business and operations of your Company along with the audited financial statements (Consolidated as well as standalone) for the financial year ended March 31,2023.

FINANCIAL RESULTS

The Financial performance of your Company for the financial year ended March 31,2023 is summarized below:

(in Rs. Million)
Particulars	Year ended March 31, 2023 (Consolidated)	Year ended March 31, 2022 (Consolidated)	Year ended March 31,2023 (Standalone)	Year ended March 31,2022 (Standalone)
Total Income	7,765.48	2,839.89	7,765.33	2,839.87
Total Expenses	6,791.13	2,635.13	6,790.73	2,635.16
Profit/ (Loss) before Tax (PBT)	974.35	204.76	974.60	204.71
Profit/ (Loss) after Tax (PAT)	725.27	162.52	725.46	162.47

1. FINANCIAL PERFORMANCEI. Consolidated Performance

During the year under review, the consolidated income of the Company increased to ^ 7,765.48 million compared to ^ 2,839.89 million in the previous year, registering a growth of 173.44%. The consolidated net profit after tax increased to ^ 725.27 million compared to ^ 162.52 million in the previous year, representing a growth of 346.25%.

II. Standalone Performance

During the year under review, the standalone income of the Company increased to ^ 7,765.33 million compared to ^ 2,839.87 million in the previous year, registering a growth of 173.44%. The standalone net profit after tax increased to ^ 725.46 million compared to ^ 162.47 million in the previous year, representing a growth of 346.52%.

2. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of your Company for the Financial Year 2022-23 are prepared in compliance with applicable provisions of the Companies Act, 2013 (''''the Act"), Indian Accounting Standards and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

The consolidated financial statements have been prepared on the basis of audited financial statements of the Company and its Subsidiaries, as approved by their respective Board of Directors.

3. DIVIDEND

The Dividend Distribution Policy of the Company is available on the following weblink https://www.dreamfolks.in/img/ policy/Dividend-Distribution-policy.pdf.

4. TRANSFER TO RESERVES

The closing balance of the retained earnings of the Company for FY 2023, after all appropriation and adjustments was INR 1462.73 Mn.

Further, during the year under review, no amount has been transferred to the Reserve of the Company.

5. INITIAL PUBLIC OFFER

A major highlight for the year under review was the successful Initial Public Offering ("IPO") of the Company. The equity shares of the Company were listed on BSE Limited and National Stock Exchange of India Limited on September 6, 2022. This is surely a milestone in our corporate strategy, and the Directors hereby place on record gratitude to all the shareholders and other stakeholders for their overwhelming response to the Company''s IPO and for reiterating their faith in its longterm growth story.

The IPO comprised of an offer for the sale of ^ 562.10 Cr. by the selling shareholders wherein 17,242,368 Equity Shares were sold through offer for sale.

6. SHARE CAPITAL

During the year under review, there has been no change in the share capital of the Company. The paid-up equity share capital of the Company as at 31 ^st March, 2023 stood at INR 10,45,00,000/- consisting of 5,22,50,000 equity shares of INR 2/- each fully paid up.

7. 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 has in their meeting held on 29^th September, 2021 approved the Dreamfolks Employees Stock Option Plan 2021 ("ESOP 2021 Plan").

Post IPO of equity shares of the Company, ESOP 2021 Plan has been ratified, confirmed and amended, as per the requirements of 12(1) of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations 2021"), by the members of the Company through Postal Ballot on 20^th November, 2022.

The Company has received a certificate from M/s. DMK Associates, Secretarial Auditor of the Company as required under Regulation 13 of SEBI SBEB Regulations and it confirms that the ESOP 2021 Plan has been implemented in accordance with these Regulations. The Certificate is available for inspection during the AGM of the Company and is also placed at the website of the Company at https://www.dreamfolks.in/financial.

Applicable disclosure as stipulated under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 with regard to the ESOP 2021 Plan is available on the Company''s website at https://www.dreamfolks.in/ company-announcements.

8. SUBSIDIARIES

On March 31, 2023, the Company has 2 (two) subsidiaries and there are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013.

During the year under review, the Company has acquired 60% equity shares of Vidsur Golf Private Limited ("Vidsur"), consequent to which it became a subsidiary of the Company. Post closure of the financial year, the name of Vidsur was changed to Golfklik Private Limited w.e.f. 2^nd June, 2023.

Post closure of the financial year 2022-23, the Company has incorporated as a wholly owned subsidiary, Dreamfolks Services Pte. Ltd. ("''DSPL") is on 27^th April, 2023 as a Private Limited Company by shares under the laws of Singapore.

A report on the performance and financial position of each of the subsidiaries for the financial year ended March 31, 2023 in prescribed Form AOC -1 as per the Companies Act, 2013 is set out in Annexure- 1 and forms an integral part of this Annual Report.

The Company has formulated a policy for determining material subsidiaries. The said policy is also available on the website of the Company at: https://www. dreamfolks.in/corporate-governance.

Further, during the year under review, no Company has become or ceased to a joint venture or associate of the Company.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

10. PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

11. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL I. Directors

Mr. Mukesh Yadav (DIN: 01105819), Non-Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting ("AGM") pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and being eligible offers himself for reappointment. An appropriate resolution for his re-appointment is being placed for the approval of the Members of the Company at the ensuing AGM.

A brief profile of Mr. Mukesh Yadav and other related information is detailed in the Notice convening the 15th AGM of your Company.

During the year under review, there were following changes in the composition of Board of Directors of your Company:

1. Mr. Sudhir Jain and Mr. Sharadchandra Damodar Abhyankar were re-appointed as Independent Directors of the Company w.e.f.

4^th November, 2022 for a term of two years for which the approval of members was obtained at the Extra Ordinary General Meeting held on 29^th November, 2022.

2. Ms. Aditi Balbir and Mr. Mario Nazareth were re-appointed as Independent Directors of the Company w.e.f. 4^th November, 2022 for a term of one year for which the approval of members was obtained at the Extra Ordinary General Meeting held on 29^th November, 2022.

Post closure of the financial year, Ms. Aditi Balbir resigned w.e.f. 17^th July 2023 from the directorship of the Company due to some personal reasons. For further details in this connection, please refer to the Corporate Governance Report.

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as the Listing Regulations. The Independent Directors have affirmed compliance to the Code of Conduct for Independent Directors as prescribed in Schedule IV to the Act.

The Independent Directors have also confirmed that they have registered their names in the Independent Directors'' databank with the Indian Institute of Corporate Affairs.

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.

II. Key Managerial Personnel

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

2. Mr. Balaji Srinivasan - Executive Director;

3. Ms. Giya Diwaan - Chief Financial Officer; and

4. Ms. Rangoli Aggarwal - Company Secretary and Compliance Officer.

During the year under review, there is no change in the key managerial personnel of your Company.

13. COMMITTEES OF THE BOARD

As on the date of this report, the Company has the following Board committees:

a. Audit Committee

b. Nomination & Remuneration Committee

c. Risk Management Committee

d. Stakeholder''s Relationship Committee

e. Corporate Social Responsibility Committee

f. IPO 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, all the recommendations made by the Audit committee were accepted by the Board.

14. BOARD''S EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, and Individual Directors pursuant to the provisions of Companies Act, 2013.

The feedback and results of the questionnaire were collated and consolidated report was shared with the Board for improvements of its effectiveness. 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 and Chairman is satisfactory.

15. REMUNERATION POLICY

In compliance with the provisions of Section 178 of the Companies Act, 2013, the Board has, on the recommendation of the Nomination & Remuneration Committee of the Company, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration.

The salient features of the Policy are:

a) It lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a director (executive/non-executive/independent) of the Company;

b) To recommend to the Board the policy relating to the remuneration of the Directors, KMP and Senior Management/Other Employees of the Company; and

The Nomination and Remuneration Policy of the Company is available on the website of the Company and can be accessed at the following web link:

https://www.dreamfolks.in/img/policy/nomination and remuneration policy.pdf.

Throughout the financial year, the Policy remained unchanged, and no amendments were introduced.

16. NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES

The Board met 10 (ten) times during the Financial Year 2022-23. The details of the meetings of the Board and Committees thereof are given in the Corporate Governance Report, which forms an integral part of this Annual Report.

17. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

I. In the preparation of the annual accounts for the Financial Year ended March 31, 2023, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

II. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates 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, 2023 and of the profit of the Company for the Financial Year ended March 31,2023;

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 were operating effectively; and

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

18. AUDITORS AND AUDITORS'' REPORTI. Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the Rules framed thereunder, M/s S. S. Kothari Mehta & Company, Chartered Accountants (FRN 000756N), were appointed as Statutory Auditors of the Company from the conclusion of 13^th Annual General Meeting (AGM) of the Company till the conclusion of 18^th AGM to be held in the FY 2025-26.

The Statutory Auditor''s Reports on the financial statements are self explanatory and not having any qualification/ observation/ remark etc.

II. Maintenance of Cost Records and Cost Auditors

III. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 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 2022-23.

The Secretarial Audit Report for the Financial Year ended March 31, 2023 is annexed herewith as Annexure-3 and forms an integral part of this Annual Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

19. ANNUAL RETURN

As required under Section 92(3) of the Companies

Act, 2013 read with the Companies (Management and

Administration) Rules, 2014, the Annual Return of the

Company is available on the Company''s website at

https://www.dreamfolks.in/financial.

Risk Management Policy of the Company is available on the website of the Company and can be accessed via. https://www.dreamfolks.in/corporate-governance.

23. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

In Compliance with the provisions of section 177 of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, the Company has in place the Whistle Blower Policy and Vigil Mechanism 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. Adequate safeguards are provided against victimization to those who use such mechanism and direct access to the Chairman 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 Whistle Blower Policy and Vigil Mechanism may be accessed on the Company''s website at https://www.dreamfolks.in/ corporate-governance.

24. CORPORATE SOCIAL RESPONSIBILITY

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.in/ img/policy/Policy-on-Corporate-Social-Responsibility Dreamfolks-Services-Limited v1.pdf.

The annual report on corporate social responsibility activities containing composition of CSR committee and disclosure as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached and marked as Annexure - 4 and forms part of this report.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report of financial performance and results of operations of the Company, as required under the Listing 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.

26. BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report, as stipulated under Regulation 34 (2) (f) of the Listing Regulations, describing the initiatives taken by the

20. RELATED PARTY TRANSACTIONS

In compliance with the requirements of the Companies Act, 2013 and the Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on Company''s website at https:// www.dreamfolks.in/img/policy/Policy-on-Related-Party-Transactions Dreamfolks-Services-Limited v1.11.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 transaction entered during the year were in Ordinary Course of the Business and on Arm''s Length basis. No Material Related Party Transaction, i.e. transaction exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, was entered during the 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.

21. LOANS AND INVESTMENTS

Details of Investments made by the Company during Financial Year 2022-23 within the meaning of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Schedule V of the Listing Regulations, are set out in Note No. 52 to the Standalone Financial Statements of the Company.

There are no loans, advances, guarantees and security given by company during the Financial year 2022-23 in respect of which the provision of section 186 are applicable.

22. 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 systemic procedure of risk identification and classification. Risks are prioritised according to significance and likelihood.

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

Company from environment, social and governance perspective is provided in a separate section and forms an integral part of this Report.

27. CORPORATE GOVERNANCE REPORT

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out under listing regulations. Separate report on Corporate Governance, forms an integral part of this Annual Report.

A certificate from M/s. Deepak Kukreja & Associates, Company Secretaries confirming compliance with the conditions of corporate governance is also attached to the Corporate Governance Report.

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

The Company has in place an Anti-Sexual Harassment Policy in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company conducts sessions for employees to build awareness amongst employees about the Policy and the provisions of Prevention of Sexual Harassment of Women at Workplace Act.

During the period under review, no complaint was received by the ICC.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is given below:

(A) Conservation of energy:

(i) The steps taken or impact on conservation of

energy: The Company continuously evaluates new technologies and techniques to make infrastructure more energy efficient.

(ii) the steps taken by the company for utilising alternate sources of energy: Since the Company is not engaged in any manufacturing activity, the particulars are not applicable.

(iii) the capital investment on energy conservation equipments: There was no capital

investment on energy conservation equipment during the year ended March 31,2023.

(B) Technology absorption:

(i) the efforts made towards technology absorption: The Company is engaged into the services of payment aggregator and using latest technology for its business.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution:

Since the Company is not engaged in any manufacturing activity, the particulars are not applicable.

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year): The

Company has not imported any technology.

(iv) The expenditure incurred on Research and Development: Not Applicable.

Particulars

No.

Amount (In ^ Million)

1 Foreign Exchange Earnings

256.68

2 Foreign Exchange Outgo

115.27

30. 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.

During Financial Year 2022-23, such controls were tested and no reportable material weakness in the design or operation was observed.

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

31. 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.

32. 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.

33. 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.

34. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has duly complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and Shareholders (SS-2).

35. 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. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the employees.

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Directors Report of Dreamfolks Services Ltd.

COMPANY''S PERFORMANCE & FUTURE OUTLOOK

FINANCIAL GOVERNANCE

1. DIVIDEND

2. TRANSFER TO RESERVES

3. LIQUIDITY

4. SHARE CAPITAL

5. SUBSIDIARIES

6. MATERIAL CHANGES AND COMMITMENTSAFFECTING THE FINANCIAL POSITION

7. PUBLIC DEPOSITS

8. RELATED PARTY TRANSACTIONS

9. LOANS AND INVESTMENTS

10. DISCLOSURE RELATED TO INSOLVENCY ANDBANKRUPTCY

11. NO DIFFERENCE IN VALUATION

BOARD GOVERNANCE

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. Directors

Selection of New Directors and BoardMembership Criteria

Induction to the Board:

Re-appointment of Directors retiring by rotation:

Directors'' Declaration:

Independent Directors'' Declaration:

Code of Conduct:

Board Diversity:

Familiarization Programme

II. Key Managerial Personnel

Appointments:

Cessations:

3. COMMITTEES OF THE BOARD

14. BOARD''S EVALUATION

15. NUMBER OF MEETINGS OF THE BOARD AND ITSCOMMITTEES

16. DIRECTORS'' RESPONSIBILITY STATEMENT

HUMAN RESOURCE GOVERNANCE

17. EMPLOYEES STOCK OPTION PLAN / SCHEME

18. PARTICULARS OF EMPLOYEES AND RELATEDDISCLOSURES

19. WHISTLE BLOWER POLICY AND VIGILMECHANISM

22. NUMBER OF EMPLOYEES AS ON THE CLOSURE OFFINANCIAL YEAR

23. REMUNERATION POLICY

The Company strives to ensure that:

24. ANNUAL RETURN

25. CORPORATE SOCIAL RESPONSIBILITY

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

26. MANAGEMENT DISCUSSION AND ANALYSISREPORT

27. BUSINESS RESPONSIBILITY AND SUSTAINABILITYREPORT

28. CORPORATE GOVERNANCE REPORT

30. SIGNIFICANT/ MATERIAL ORDERS PASSED BY THEREGULATORS

31. COMPLIANCE OF SECRETARIAL STANDARDS

AUDIT AND AUDITORS

32. AUDITORS AND AUDITORS'' REPORT

I. Statutory Auditors

II. Secretarial Auditors

III. Maintenance of Cost Records and Cost Auditors

RISK & RELATED GOVERNANCE

33. RISK MANAGEMENT

34. INTERNAL FINANCIAL CONTROLS SYSTEMS ANDTHEIR ADEQUACY

GENERAL

35. GENERAL

36. AWARDS/ACCOLADES AND RECOGNITION

List of Awards:

ACKNOWLEDGEMENT & APPRECIATION

For and on behalf of the Board of DirectorsLiberatha Peter Kallat

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6. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION

10. DISCLOSURE RELATED TO INSOLVENCY AND
BANKRUPTCY

Selection of New Directors and Board
Membership Criteria

15. NUMBER OF MEETINGS OF THE BOARD AND ITS
COMMITTEES

18. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

19. WHISTLE BLOWER POLICY AND VIGIL
MECHANISM

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

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

26. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

27. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

30. SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE
REGULATORS

34. INTERNAL FINANCIAL CONTROLS SYSTEMS AND
THEIR ADEQUACY

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