Dreamfolks Services has commenced the remote e-voting process to seek shareholder approval for a material related party transaction (RPT) with ETT Solutions DMCC. The transaction involves the sale of services related to airport lounges, travel, and lifestyle benefits for the financial year 2026-27. The aggregate value of the proposed transaction is capped at USD 4,29,83,922.96, equivalent to INR 4,10,00,00,000, based on a conversion rate of 1 USD = INR 95.3845 as of May 29, 2026. The transaction is subject to Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as the proposed value exceeds applicable materiality thresholds.

Transaction Background and Rationale

ETT Solutions DMCC, incorporated on April 13, 2023 as a Free Zone Company in Dubai, United Arab Emirates, operates under the brand 'Easy to Travel' and provides access to global airport lounges, fast-track, and other travel services across over 120 countries and 500 airports worldwide. Dreamfolks currently holds a 34% stake in ETT following the completion of the first phase of acquisition — a secondary purchase of shares — on April 22, 2026, duly registered with the Dubai Multi Commodities Centre Authority. The company has received Board approval to eventually acquire a cumulative stake of 60.24% in ETT, with the primary subscription phase currently under process.

Dreamfolks stated that the arrangement leverages its established supplier network and operational capabilities to support ETT's customer acquisition and market development, facilitating faster market penetration, operational efficiency, and cost optimisation. The proposed RPT has been evaluated by Lakshmikumaran & Sridharan Attorneys (LKS), who recommended the Transactional Net Margin Method (TNMM) for determining arm's length pricing and confirmed that the proposed terms meet arm's length testing criteria.

Key Transaction Details

The proposed transaction is classified as a sale of services and will be executed on an arm's length basis in the ordinary course of business. The Audit Committee reviewed and approved the RPT on April 13, 2026, and subsequently accorded approval for the specific amount on May 29, 2026. The Board of Directors recommended the transaction for shareholder approval on May 29, 2026.

ETT Solutions DMCC — Financial Performance (Year Ending December 31, 2025)

The following unaudited financials were submitted by ETT management, as the audit for the immediately preceding financial year is in progress. ETT follows the calendar year (January 01 to December 31) as its financial year. Figures are converted at 1 AED = INR 24.51 as of December 31, 2025.

Previous Transactions with ETT Solutions DMCC

E-Voting Schedule and Process

Shareholders registered on the records of the company or depositories as of the cut-off date, May 29, 2026, are eligible to vote. The company has engaged National Securities Depository Limited (NSDL) as the e-voting agency, and the process is conducted entirely through remote e-voting in compliance with Ministry of Corporate Affairs (MCA) Circulars.

The Board has appointed Mr. Deepak Kukreja (FCS No. 4140) or, on his failing, Ms. Monika Kohli (FCS No. 5480) of M/s. DMK Associates, Practicing Company Secretaries, as the Scrutinizer to oversee the voting process. The results will be declared by the Chairperson or an authorised person and communicated to the stock exchanges and displayed on the company's website. Members may note that related parties, as defined under SEBI LODR Regulations, shall not vote to approve the resolution under Item No. 1, irrespective of whether they are a party to the transaction.

Dreamfolks Services Limited reported a consolidated net profit of ₹149.31 million for the financial year ended March 31, 2026, a significant decline from ₹650.50 million in the previous year. Revenue from operations for the year stood at ₹6,605.59 million, compared to ₹12,105.57 million in FY25. The board approved the audited financial results for both standalone and consolidated entities during its meeting on May 29, 2026. The company's adjusted EBITDA for FY26 was ₹250 million, with a margin of 3.8%, while net worth increased 4.3% year-on-year to ₹3,138 million.

Financial Performance

The company's standalone net profit for FY26 was ₹142.91 million, a decrease from ₹696.83 million in the prior year. Revenue from operations for the standalone entity was ₹6,580.96 million, down from ₹12,918.82 million in FY25. For the quarter ended March 31, 2026, the standalone net loss was ₹132.62 million, while the consolidated net loss was ₹130.10 million.

Strategic Developments

Management attributed the financial performance to a transition in the domestic credit card ecosystem, shifting from unlimited lounge access to spend-based models, and geopolitical headwinds affecting international travel volumes. Despite the revenue decline, the company strengthened its balance sheet, closing the year with cash and cash equivalents of ₹1,509 million. Global lounge transaction volumes grew 140% year-on-year, and the global lounge network expanded to over 1,000 airport touchpoints.

Strategic acquisitions included Ten11 Hospitality to bolster railway lounge infrastructure and the ongoing acquisition of Easy To Travel (ETT) to accelerate international expansion. The company also launched DreamFolks Club 2.0, marking its entry into the B2C segment with a comprehensive lifestyle membership ecosystem.

Auditor Re-appointment

The board approved the re-appointment of M/s. S S Kothari Mehta & Co. LLP, Chartered Accountants, as the statutory auditor for a second consecutive term of five years. The appointment is subject to shareholder approval at the ensuing Annual General Meeting and will hold office from the conclusion of the 18th AGM until the conclusion of the 23rd AGM.

Regulatory Disclosures

The statutory auditors issued an unmodified audit report with an Emphasis of Matter regarding a petition filed by Travel Food Services Limited under the Insolvency and Bankruptcy Code, 2016. The petition, filed before the National Company Law Tribunal, alleges a default of approximately ₹114.00 million. The company has disputed the claims and stated that appropriate provisions have been made, adding that the matter does not affect its going concern status.

The trading window for dealing in equity shares, which was closed since April 01, 2026, will reopen 48 hours after the declaration of the audited financial results.

Publication of Results

Newspaper advertisements containing the extract of the audited financial results for the quarter and financial year ended March 31, 2026, were published on May 30, 2026, in editions of Jansatta (Hindi) and Financial Express (English). The disclosure was made under Regulation 30 and 47 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.