IDream Film Infrastructure Company Ltd Management Discussions

This section shall include discussion on the following matters within the limits set by the listed entitys competitive position:

a) Industry Structure and Developments:

IDream Film Infrastructure Company Limited was established in 1981 as a rental and leasing house primarily catering to the media industry.

The Indian Media and Entertainment (M&E) sector is expected to maintain steady growth in FY 2026-27 and beyond, driven by rising digital consumption, expanding OTT penetration, digital advertising, gaming, live experiences and increasing consumer spending on entertainment. According to the latest estimates, the sector grew by around 9% in 2025 to approximately Rs. 2.78 trillion and is projected to reach about Rs. 3.3 trillion by 2028, supported by continued digital adoption and changing consumer preferences. Digital media has emerged as the largest segment of the industry, reflecting the rapid shift toward online and mobile-first content consumption.

Indias economy is also expected to remain resilient, with FY 2026-27 GDP growth projected at around 6.4%-6.7%, supported by domestic consumption, infrastructure investment and the services sector. Government initiatives focused on digitalisation, AI, content creation and the AVGC ecosystem are expected to provide further long-term support to the M&E industry. Initiatives such as Digital India, Make in India, Content Creator Labs and investments in the digital and creative economy are likely to strengthen Indias position as a major global media, entertainment and content market.

Strategic Transformation and Way Forward

Subsequent to the year end, the Company completed the acquisition of 100% equity stake in eTunnel Inc., Seoul, Republic of Korea, a technology company engaged in biometric security and digital identity solutions. Its proprietary P2N2 multi-modal biometric engine integrates face, palm vein, iris and fingerprint recognition, providing a strong technology platform for secure authentication applications.

The acquisition marks a significant strategic transformation of the Company, expanding its business profile beyond its existing film and media-infrastructure activities. The Company will continue to operate its existing media-infrastructure business while leveraging the technology capabilities and international presence of eTunnel, including its established relationship with the International Telecommunication Union (ITU).

As part of its growth strategy, the Company has also proposed to incorporate a wholly owned subsidiary with objects covering digital technology and related businesses, including battery operated and technology-enabled products, systems and solutions, along with other emerging technology opportunities.

Going forward, the Company will focus on integrating the acquired business, expanding its technology portfolio in India, developing institutional and government relationships, and investing in scalable digital and technology-led businesses. The Board is committed to disciplined execution, strong governance and prudent capital allocation to build a diversified and sustainable business and create long-term value for shareholders.

b) Opportunities and Threats:

• Opportunities: Due to changing demographics and economic conditions in India, coupled with consumers willing to spend more on a variety of leisure and entertainment services, the filmed entertainment business is set to grow in the years to come.

With a proliferation of television channels and new platforms of delivery available today, there is a significant demand for quality programming in a variety of genres, formats and languages, putting content providers in the television space in an extremely favorable position.

Threats: The Company is exposed to specific risks that are particular to its businesses and the environment within which it operates, including competition risk, interest rate volatility, human resource risk, execution risk and economic cycle.

c) Segment-wise or product-wise performance:

The Company has only one segment of making, producing, exhibiting, distributing, renting, letting on hire and otherwise exploiting cinematography and television films & programmes and motion pictures of all kinds and of live & animated characters.

d) Outlook:

• Going forward, technology will also be one of the key differentiators for driving revenue & profitability. These discussions led to the development of our long-term strategy along with an action plan that would help us exploit the available opportunities and measure progress against key milestones and take corrective action when required.

• During the year under review, the Company did not undertake any business operations. There is net loss of Rs. 282.12 lacs during the year 2025-26 compared to the net loss of Rs. 21.10 lacs during the year 2024-25.

• During the year, on 22 December 2025, the Board of Directors of the Company approved the execution of a Share Purchase Agreement (“SPA”) between the Promoters, AHA Holdings Private Limited, and Northvale Capital Partners Private Limited, Singapore (“Proposed Acquirer”), for the acquisition of 90,000 (Ninety Thousand) equity shares of the Company, together with the proposed change in control of the Company upon successful completion of the proposed takeover.

• Further, the shareholders of the Company, at the Extra-Ordinary General Meeting (“EOGM”) held on 27 January 2026, approved the preferential issue of up to 40,00,000 (Forty Lakhs) equity shares of the Company having a face value of Rs. 10/- each to M/s. Northvale Capital Partners Private Limited, Singapore, on a preferential basis for cash consideration at an issue price of Rs. 10/- per equity share.

• Additionally, the shareholders, at the EOGM held on 27 January 2026, approved the acquisition of 22,01,680 equity shares, representing 100% of the equity share capital of E-Tunnel Inc., South Korea (“E-Tunnel” or “Target Company”), on a share swap basis for consideration other than cash. The acquisition was proposed to be effected through the preferential allotment of up to 26,64,03,280 (Two Hundred Sixty-Six Crore Forty-Three Thousand Two Hundred Eighty) equity shares of the Company, having a face value of Rs. 10/- each, at an issue price of Rs. 10/- per equity share, to the existing shareholders of E-Tunnel.

• The Company subsequently received the requisite regulatory approvals from BSE Limited in respect of the aforesaid corporate actions. Accordingly, the subsequent steps and transactions relating to the said corporate actions were undertaken by the Company during the financial year 2026-27.

e) Risks and concerns:

• Commodity Price Risk: Risk of price fluctuation on basic raw materials like steel, components, power as well as finished goods used in the process of manufacturing.

• Uncertain global economic environment - slow growth in global economy: Impact on demand and realization of exports of food processing plant and machinery.

• Interest Rate Risk: Any increase in interest rate can affect the finance cost

• Foreign Exchange Risk: Any volatility in the currency market can impact the overall profitability

• Human Resources Risk: Your Companys ability to deliver value is dependent on its ability to attract, retain and nurture talent. Attrition and non-availability of the required talent resource can affect the overall performance of the Company

• Competition Risk: Every company is always exposed to competition risk from European Countries. The increase in competition can create pressure on margins, market share etc

• Compliance Risk: Increasing regulatory Requirements: Any default can attract penal provisions

• Industrial Safety, Employee Health and Safety Risk: The engineering industry is exposed to accidents and injury risk due to human negligence.

f) Internal Control Systems and their adequacy:

The Company has strengthened its internal control and audit aspects by appointing outside agency for internal audit of certain important aspects of operations, apart from usual transactional verifications. There are adequate checks and controls to ensure compliance of various statutes.

g) Discussion on Financial performance with respect to operational performance:

During the year under review, the Company did not undertake any business operations. There is net loss of Rs. 282.12 lacs during the year 2025-26 compared to the net loss of Rs. 21.10 lacs during the year 2024-25.

h) Material developments in Human Resources / Industrial Relations front, including number of people employed:

There were no employees on payroll in the Company during the year under review.

i) Details of significant changes in financial ratio:

Details of significant changes as compared to the immediately previous financial year in key financial ratios, along with detailed explanations therefor, including:

j) Details of any change in Return on Net Worth as compared to the immediately previous financial year along with a detailed explanation thereof:

Disclosure of Accounting Treatment:

The financial statements for the year ended 31st March, 2026 have been prepared as prescribed in accounting standards and there is no change in treatment of the said accounting standards. Therefore, no explanation by the management is required for the same.