Dreamfolks Services Limited approved a proposal to provide a corporate guarantee and security to secure a credit facility for Ten 11 Hospitality Private Limited. The Board of Directors granted approval at its meeting held on July 02, 2026, to support a dropline overdraft facility of INR 2.50 crore from AU Small Finance Bank Ltd.

The security arrangement comprises a Letter of Guarantee and a Fixed Deposit of INR 1 crore pledged as collateral. This support is extended for an initial period of one year and includes an auto-renewal provision that remains valid until the tenure of the loan concludes. The guarantee covers the principal amount along with all interest, fees, commissions, charges, costs, expenses, and legal costs payable in connection with the facility.

Transaction Details

The disclosure was made to the exchanges in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company confirmed that promoters, promoter groups, or group companies do not hold any interest in this transaction.

Financial Impact and Terms

Dreamfolks Services stated that the proposed arrangement constitutes a contingent liability and does not result in any immediate cash outflow. Based on the current financial position and expected cash flows, the company does not foresee the invocation of the Corporate Guarantee. Apart from the temporary restriction on the utilisation of the fixed deposit placed as collateral, the company does not anticipate any material impact on its financial position or liquidity.

As part of the agreement, Dreamfolks Services will charge a guarantee commission to Ten 11 Hospitality, which will be benchmarked at the end of the financial year. The company retains the right to recover from the borrower all amounts paid or liabilities incurred pursuant to the guarantee, as per the agreement to be executed between the parties.

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.