IDream Film Infrastructure Open Offer Launched at ₹10 Per Share Following Major Acquisition

2 min read     Updated on 03 Dec 2025, 06:31 PM
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Overview

IDream Film Infrastructure has announced a comprehensive corporate restructuring including 100% acquisition of South Korean biometric company E-Tunnel Inc. for ₹266.40 crore through share swap, preferential allotment of ₹40 crore, and subsequent mandatory open offer at ₹10 per share for 60,000 equity shares under SEBI regulations.

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IDream Film Infrastructure has announced significant corporate developments following its board meeting on December 22, 2025. The company has approved major acquisitions, capital restructuring, and governance changes that position it for expansion into the biometric security market. Subsequently, an open offer has been launched under SEBI (SAST) Regulations.

Major Acquisition of E-Tunnel Inc.

The board has approved the acquisition of 100% stake in E-Tunnel Inc., a South Korean biometric authentication company. The transaction represents a strategic entry into the global biometric security market:

Acquisition Parameters: Details
Target Company: E-Tunnel Inc., South Korea
Registration Number: 270-87-02480
Stake Acquired: 100% (22,01,680 shares)
Share Swap Ratio: 1:121
IDream Shares to be Issued: 26,64,03,280 equity shares
Issue Price: ₹10.00 per share
Total Consideration: ₹26,640.32 lakh
E-Tunnel Turnover (2024): ₹21.14 crore

E-Tunnel Inc., incorporated on December 14, 2021, specializes in biometric authentication hardware development and manufacturing. The company holds patents for finger-vein authentication technology across Korea, the U.S., Europe, and Japan.

Open Offer Under SEBI (SAST) Regulations

Following the underlying transactions, Northvale Capital Partners Private Limited and its Persons Acting in Concert (PACs) have launched a mandatory open offer:

Open Offer Details: Specifications
Offer Size: 60,000 equity shares
Offer Price: ₹10.00 per share
Total Consideration: ₹6.00 lakh
Percentage of Expanded Capital: 26.00% (restricted to public holding)
Mode of Payment: Cash
Offer Type: Triggered offer under Regulation 3(1) and 4

The open offer is being managed by Sobhagya Capital Options Private Limited and covers 100% of existing public shareholding. The offer is not conditional upon any minimum level of acceptance.

Share Purchase Agreement and Preferential Allotment

The board has approved a comprehensive transaction involving change of control and preferential allotment:

Transaction Details: Value/Quantity
Share Purchase Agreement: 90,000 equity shares with change of control
Acquirer: Northvale Capital Partners Private Limited, Singapore
Preferential Allotment (Cash): 40,00,000 equity shares
Preferential Allotment (Swap): 19,53,63,212 equity shares
Issue Price: ₹10.00 per share
Total Cash Consideration: ₹4.00 crore
Total Swap Consideration: ₹195.36 crore

Capital Structure Enhancement

Significant changes have been approved to strengthen the company's capital base:

Capital Changes: Current Proposed
Authorized Share Capital: ₹6.50 crore ₹275.00 crore
Investment/Loan Limit (Section 186): - ₹500.00 crore
Expanded Share Capital: 1,50,000 shares 27,05,53,280 shares

Post-Acquisition Shareholding Structure

Following completion of all transactions, the expected shareholding pattern will be:

Shareholder Category: Shareholding Percentage
Proposed Acquirer and PACs: 19,94,53,212 shares 73.72%
Public Shareholders: 7,11,00,068 shares 26.28%

Regulatory Timeline and Approvals

The Detailed Public Statement will be published by December 30, 2025, in English, Hindi, and Marathi newspapers. An Extraordinary General Meeting has been scheduled for January 19, 2026, at 11:30 AM in Mumbai to seek shareholder approval. All transactions are subject to regulatory approvals under SEBI (SAST) Regulations, with completion expected within 12 months of SEBI approval for the open offer.

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