Key Quantitative Figures

  • Proposed aggregate transaction value: USD 42,983,922.96 (US Dollars Forty-Two Million Nine Hundred Eighty-Three Thousand Nine Hundred Twenty-Two and Ninety-Six Cents Only)
  • INR equivalent: ₹410,00,00,000 (Four Hundred Ten Crore Rupees Only) based on conversion rate of 1 USD = INR 95.3845 as of May 29, 2026
  • Value as percentage of annual consolidated turnover (FY 2025-26): 62.06%
  • Current shareholding in ETT Solutions DMCC: 34% (after secondary acquisition completed April 22, 2026)
  • Target eventual shareholding in ETT: 60.24%

Dates of Action

  • Cut-off date for eligibility to vote: May 29, 2026
  • Remote e-voting commencement: June 04, 2026 (09:00 AM IST)
  • Remote e-voting end: July 03, 2026 (05:00 PM IST)
  • Results declaration: On or before July 06, 2026
  • Transaction effective period: Financial Year 2026-27 (from April 22, 2026)

Parties Involved

  • Dreamfolks Services Limited (Company)
  • ETT Solutions DMCC (Related Party)
  • National Securities Depository Limited (NSDL) - e-voting agency
  • M/s. DMK Associates - Scrutinizers (Mr. Deepak Kukreja and Ms. Monika Kohli)
  • Lakshmikumaran & Sridharan Attorneys (LKS) - Independent external consulting firm for arm's length valuation

Purpose and Rationale

The Company seeks shareholder approval for material related party transactions with ETT Solutions DMCC, a proposed subsidiary, for providing airport lounge, travel, and lifestyle benefit services. The arrangement leverages Dreamfolks' established supplier network and operational capabilities while ETT focuses on customer acquisition and market development. The integrated model aims to facilitate faster market penetration, operational efficiency, and cost optimization.

Financial and Operational Impact

  • The transaction is expected to have a positive operational and financial impact by supporting business growth and improving operational efficiencies
  • The value represents anticipated transaction volumes in the ordinary course of business
  • The arrangement is expected to contribute to operational synergies and commercial efficiencies, supporting both revenue growth and cost optimization
  • The transaction is deemed to enhance long-term shareholder value creation by strengthening business fundamentals and financial resilience

Arm's Length Pricing Validation

Lakshmikumaran & Sridharan Attorneys (LKS) recommended Transactional Net Margin Method (TNMM) for determining arm's length pricing and confirmed that the proposed terms meet arm's length testing criteria. The report was reviewed and considered by the Audit Committee and Board of Directors.

Key Terms of Agreement

  • Core Services: Airport lounges, travel and lifestyle benefits
  • Mechanism: API provision to generate vouchers for ETT's customers
  • Payment Terms: Monthly invoicing in USD currency
  • Tenure: Financial Year 2026-27 only

Approval Process

  • Audit Committee approved the RPT on April 13, 2026, and May 29, 2026
  • Board of Directors recommended the transaction for shareholder approval on May 29, 2026
  • Shareholder approval sought through ordinary resolution via postal ballot
  • Related parties are barred from voting on the resolution as per SEBI LODR Regulations

ETT Solutions DMCC Financial Information (Unaudited, FY ending December 31, 2025)

  • Turnover: ₹34,10,04,038
  • Profit Before Tax: ₹-5,53,36,374 (Loss)
  • Net Worth: ₹-6,68,37,079 (Negative)
  • Conversion rate: 1 AED = INR 24.51 (as of December 31, 2025)

Previous Transactions with ETT (FY 2025-26)

  • Sales of Global Lounge services: ₹66,13,06,297 (including forex adjustments)
  • No defaults recorded in previous obligations

Voting Arrangements

  • Remote e-voting only through NSDL platform
  • No physical ballot forms will be accepted
  • Scrutinizer appointed: Mr. Deepak Kukreja or Ms. Monika Kohli of M/s. DMK Associates
  • Results will be displayed on company website and communicated to stock exchanges

Documents Available for Inspection

All documents referred to in the notice and explanatory statement are available for inspection at the registered office and corporate office of the company on working days between 11:00 AM and 02:00 PM IST until July 03, 2026.