Esha Media Research Limited has announced plans to raise Rs 37.35 crore through a preferential issue of equity shares and convertible warrants. The company has scheduled an Extraordinary General Meeting (EGM) on September 1, 2025, to seek shareholder approval for this fundraising initiative and other key resolutions.

Increase in Authorized Share Capital

The company proposes to increase its authorized share capital from Rs 13.00 crore to Rs 35.00 crore. This will be divided into equity shares and warrants, providing the necessary headroom for the proposed fundraising.

Preferential Issue Details

Esha Media Research plans to issue:

1. 10 lakh equity shares at Rs 15.00 per share to Opulus Bizserve Private Limited, raising Rs 1.50 crore.
2. 2.39 crore convertible warrants at Rs 15.00 each to 12 non-promoter entities, raising Rs 35.85 crore.

The total fundraising through this preferential issue amounts to Rs 37.35 crore.

Fund Utilization

The company intends to use the proceeds as follows:

• Rs 34.00 crore for working capital requirements
• Rs 3.50 crore for general corporate purposes

Change in Promoter Classification

Upon allotment of the securities, Opulus Bizserve Private Limited may be reclassified as a promoter entity. This could potentially trigger an open offer under SEBI's takeover regulations.

Pricing and Valuation

The issue price of Rs 15.00 per share is based on the valuation report provided by an independent registered valuer, in compliance with SEBI regulations. The relevant date for calculating the floor price is August 1, 2025.

Impact on Shareholding

Post-issue, assuming full conversion of warrants:

• Opulus Bizserve Private Limited's stake would increase to 30.04% from 23.37%
• Media Eagle Research LLP's holding would rise to 16.02% from 12.04%
• The total promoter shareholding is expected to increase to 31.22% from 28.33%

EGM Details

The EGM will be held through video conferencing on September 1, 2025, at 3:30 p.m. IST. Shareholders will vote on the resolutions for increasing the authorized share capital, issuing equity shares, and issuing convertible warrants on a preferential basis.

Esha Media Research Limited's board believes this proposed issue is in the best interest of the company and its members. The preferential allotment is subject to necessary approvals from regulatory authorities and shareholders.

Esha Media Research Limited has reported a significant downturn in its financial performance for the first quarter, as disclosed in its recent financial results.

Financial Performance

The media monitoring company posted a net loss of Rs 40.70 lakhs for the quarter, a stark contrast to the profit of Rs 34.81 lakhs recorded in the same quarter of the previous year. The company's revenue from operations saw a substantial decline, dropping to Rs 53.60 lakhs from Rs 114.61 lakhs year-over-year, marking a 53.2% decrease.

Financial Challenges

Esha Media Research is grappling with significant financial challenges, as evidenced by its fully eroded net worth and current liabilities exceeding current assets. The company's financial position is further complicated by an outstanding unsecured loan liability of Rs 769.68 lakhs from an ex-director, which remains unresolved. The management is currently in discussions for a potential waiver of this loan.

Audit Observations

The company's auditors, N. A. Shah Associates LLP, have issued a qualified conclusion in their limited review report, citing concerns over the outstanding loan liability. The auditors noted that the loan includes Rs 71.65 lakhs received after the cessation of directorship and Rs 98.50 lakhs taken under the erstwhile Companies Act, 1956.

Going Concern and Management Commitments

Despite the financial difficulties, the company's management has prepared the financial results on a going concern basis. The promoters have committed to infusing funds as required for working capital needs or any other shortfalls that may arise.

Capital Restructuring Plans

In a significant development post the quarter-end, Esha Media Research's board has approved a proposal to increase the company's authorized share capital from Rs 1,300.00 lakhs to Rs 3,500.00 lakhs. This move is aimed at facilitating a preferential issue of equity shares and convertible warrants at Rs 15 each. The proposal includes:

• Issuance of 10,00,000 equity shares
• Issuance of 2,39,00,000 convertible warrants

This capital restructuring plan is subject to shareholder approval at an Extraordinary General Meeting (EGM).

Financial Results Overview

The company's management and board are taking steps to address the financial challenges and improve its capital structure. Shareholders and investors will be keenly watching the outcome of the upcoming EGM and the implementation of the proposed capital restructuring plan.