Opulus Bizserve Private Limited has announced a mandatory open offer to acquire up to 26% stake in Esha Media Research Limited, a move that could significantly alter the company's ownership structure. The open offer comes on the heels of Opulus Bizserve's planned acquisition of shares through multiple channels, potentially leading to a controlling stake in the media monitoring and consumer intelligence solutions provider.

Open Offer Details

The open offer targets the acquisition of up to 22,89,802 equity shares, representing 26% of the emerging voting capital of Esha Media Research, at a price of ₹15.00 per share. This values the total offer at approximately ₹3.43 crores. The offer price represents a premium over the volume-weighted average market price of ₹13.27 for the 60 trading days preceding the announcement.

Strategic Acquisitions

Opulus Bizserve's strategy involves a multi-pronged approach to increase its stake in Esha Media Research:

1. Share Purchase Agreement: Acquisition of 1,50,000 shares (1.92% of existing voting capital) at ₹14.00 per share.
2. Preferential Allotment: Subscription to 10,00,000 equity shares at ₹15.00 per share.
3. Convertible Warrants: Plans to subscribe to 70,00,000 convertible warrants, further solidifying its position.

Post these transactions, Opulus Bizserve is poised to hold 33.57% of the emerging voting capital, triggering the mandatory open offer under SEBI regulations.

Timeline and Approvals

The tendering period for the open offer is scheduled from October 1-15, 2025. An extraordinary general meeting is planned for September 1, 2025, to approve the preferential issue. The offer is subject to necessary regulatory approvals, including BSE's approval for the preferential issue.

Impact on Esha Media Research

This move could bring significant changes to Esha Media Research, which operates in the media monitoring and consumer intelligence solutions sector. The infusion of capital and potential change in control might lead to strategic shifts in the company's operations and market positioning.

Financial Arrangements

Opulus Bizserve has made firm financial arrangements for the open offer, depositing ₹85,87,000 in an escrow account, which is more than 25% of the offer consideration as required by SEBI regulations.

Implications for Shareholders

Public shareholders of Esha Media Research now have the opportunity to tender their shares at ₹15.00 per share. This offer provides an exit option at a premium to the recent market price, although shareholders should consider the company's future prospects under potential new management before making a decision.

Conclusion

The open offer by Opulus Bizserve marks a significant development for Esha Media Research Limited. As the situation unfolds, shareholders and market observers will be keenly watching the outcome of this offer and its implications for the company's future direction and performance in the competitive media intelligence market.

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.