iDream Film Infrastructure Company has issued a revised notice for its 45th Annual General Meeting (AGM), scheduled for Tuesday, September 29, 2026. The company clarified that the revision addresses only a typographical error in the original notice dated September 7, 2026, with no changes to the agenda items or resolutions.

The meeting will be conducted via video conferencing or other audio-visual means, as permitted by the Ministry of Corporate Affairs and SEBI circulars. Shareholders holding equity shares as of the cut-off date, Wednesday, September 23, 2026, are eligible to vote. Pursuant to SEBI’s Listing Obligations and Disclosure Requirements (Third Amendment) Regulations, 2024, effective December 13, 2024, the company is not required to close its register of members or share transfer books.

E-Voting Schedule

The remote e-voting period will commence at 9:00 am on Saturday, September 26, 2026, and conclude at 5:00 pm on Monday, September 28, 2026. The AGM itself is set for 4:00 pm on September 29, 2026.

Agenda and Board Changes

The agenda includes ordinary business such as adopting audited financial statements for FY26 and re-appointing Ms. Upveen Harpal as a director. Additionally, shareholders will vote on several special resolutions concerning board composition, statutory audits, borrowing limits, and alterations to the Memorandum of Association (MOA).

The AGM seeks shareholder approval to regularize three additional non-executive directors: Mr. Baljit Singh, Ms. Honey Baljit Singh, and Ms. Upveen Harpal. All three were appointed as Additional Directors on June 24, 2026, and will retire by rotation upon regularization.

Furthermore, the meeting will appoint two new independent directors for five-year terms effective from June 24, 2026:

Ms. Upveen Harpal also retires by rotation and offers herself for re-appointment as a Non-Executive Director.

Auditor and Secretarial Changes

Shareholders will appoint M/s. D.C. Parikh & Co., Chartered Accountants, as Statutory Auditors to fill the casual vacancy left by the resignation of M/s. Kanu Doshi Associates LLP. The new auditors will hold office until the conclusion of the sixth AGM. The proposed remuneration is capped at ₹5.00 lakh per annum, compared to ₹0.62 lakh paid to the previous auditors for FY26.

Additionally, M/s. Ruchita Patel & Associates will be appointed as Secretarial Auditors for five consecutive years from FY27 to FY31, with remuneration capped at ₹7.00 lakh per annum.

Strategic Expansion and Borrowing Authority

A key special resolution proposes altering the Main Object Clause of the MOA to diversify into technology, healthcare, and education sectors. The expanded scope includes:

• Developing technology products for digital identity, fintech, healthtech, and edtech.
• Manufacturing and deploying AI, machine learning, cybersecurity, and IoT solutions.
• Providing technology-enabled services for healthcare, wellness, and education.

The company will also adopt new sets of MOA and Articles of Association (AOA) to align with the Companies Act, 2013.

Under Section 180(1)(c) of the Companies Act, 2013, the Board seeks authority to borrow up to ₹1,000 crore. This limit applies regardless of whether the borrowed amount exceeds the aggregate of paid-up share capital and free reserves. Shareholders will also grant authority under Section 180(1)(a) to mortgage or pledge company assets to secure these borrowings.

Source: https://lodr-files.dhan.co/lodr-inputs/Company/INE459E01012/be98a7d3-5011-4c7f-b152-3801e168a3c2.pdf

iDream Film Infrastructure Company reported a significantly widened standalone net loss of ₹282.12 lakh for the financial year ended March 31, 2026, compared to a net loss of ₹21.10 lakh in the previous year. The deterioration was primarily driven by a one-time increase in registration and filing fees related to an authorized share capital expansion.

Financial Performance

The company generated total income of ₹1.70 lakh in FY26, up from ₹0.53 lakh in FY25. This income consisted largely of interest income and a balance write-back. Total expenses surged to ₹288.82 lakh from ₹21.63 lakh, dominated by registration and filing fees of ₹265.82 lakh. Finance costs remained relatively stable at ₹10.17 lakh.

On a consolidated basis, which included subsidiary AHA Parks Limited until December 2025, the group recorded a net loss of ₹23.10 lakh, marginally higher than the ₹21.60 lakh loss in FY25. The consolidated result included an exceptional gain of ₹264.18 lakh from the disposal of the subsidiary.

Strategic Transformation

Subsequent to the fiscal year-end, iDream Film Infrastructure completed a change in control following a Share Purchase Agreement with Northvale Capital Partners Private Limited. The new management acquired a 100% equity stake in eTunnel Inc., a Seoul-based biometric security firm, through a share swap involving the issuance of over 266 million equity shares.

The Board has proposed altering the Memorandum of Association to expand the company's object clause into digital identity, biometric authentication, and technology-enabled products. Shareholders will vote on these resolutions, along with the regularization of new directors, at the 45th Annual General Meeting on September 29, 2026.

What the Numbers Show

The financial data reveals a stark divergence between operational costs and revenue generation. While registration fees accounted for 95% of total standalone expenses, they represent a non-recurring structural cost associated with the capital expansion required for the acquisition. The company’s accumulated losses now exceed its net worth, resulting in a negative equity position of ₹734.69 lakh, though auditors noted the accounts are prepared on a going concern basis due to the strategic pivot.

Governance Changes

The annual report reflects a complete overhaul of the Board of Directors and Key Managerial Personnel effective June 24, 2026. New appointments include Baljit Singh, Honey Baljit Singh, and Upveen Harpal as Non-Executive Directors, alongside Ross William Brierty and Prerana S Bokil as Independent Directors. The previous management, including Managing Director Kalpana Morakhia, ceased their roles on the same date.