Esha Media Research Limited , a media monitoring company, has reported a significant increase in net loss for the quarter ended September 30, 2025, according to its latest financial results. The company's financial position continues to face challenges, with auditors expressing concerns about its ability to continue as a going concern.

Financial Performance

The company's financial results for the quarter and half-year ended September 30, 2025, reveal:

All figures in crore rupees

The net loss for Q2 FY2026 more than doubled compared to the previous quarter, indicating a deteriorating financial situation. The half-yearly loss has also increased substantially year-over-year.

Auditor's Observations

The company's auditors, N. A. Shah Associates LLP, have highlighted several concerns in their limited review report:

1. Qualified Conclusion: The auditors noted an outstanding interest-free unsecured loan liability of ₹769.68 crore as of September 30, 2025. The company is in discussions with ex-directors and members for a potential waiver of this loan.

2. Going Concern Uncertainty: The auditors emphasized that the company's net worth is fully eroded, and its current liabilities exceed current assets, raising significant doubt about its ability to continue as a going concern.

3. Non-Compliances: The company is in the process of regularizing non-compliances mentioned in the Secretarial audit report for the financial year 2024-25.

Management Response

Despite these challenges, the company's management has taken some steps to address the situation:

1. The company has received commitments from promoters and management for fund infusion as required for working capital or other shortfalls.

2. Shareholders approved a proposal to increase the authorized share capital from ₹1,300 crore to ₹3,500 crore to facilitate a preferential issue of equity shares and convertible warrants.

3. The company is seeking a waiver for a ₹57.56 crore penalty imposed by the Bombay Stock Exchange for past non-compliance regarding the non-submission of an annual report.

Outlook

While Esha Media Research is taking steps to address its financial challenges, the company's ability to turn around its performance remains uncertain. The significant increase in losses and the auditor's concerns about the company's going concern status highlight the need for substantial improvements in the company's operations and financial management.

Investors and stakeholders will likely be watching closely to see if the planned fund infusion and capital raising efforts will be sufficient to stabilize the company's financial position and support its future operations.

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.