Share Wealth

Year End :2024-03

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. (’"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 investor.support@dreamfolks.in

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

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.

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

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, forms an integral part of this Annual 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.