Esha Media Research Ltd

Esha Media Research Ltd — Trading Window closed for Designated Persons from October 01, 2026; will reopen after 48 hours of declaration of unaudited financial statements for the quarter and half year ended September 30, 2026

Capital raise via preferential issue

• Allotment of 10,00,000 equity shares to Opulus Bizserve Private Limited at Rs 15 per share.
• Allotment of 2,39,00,000 warrants on preferential basis at Rs 15 per warrant, 25% upfront.
• Balance 75% consideration due on exercise at Rs 11.25 per warrant.
• New equity shares rank pari-passu with existing shares.
• Total upfront proceeds: Rs 1.50 crore equity; Rs 8.9625 crore warrants.
• Potential total warrants value on full exercise: Rs 35.85 crore.
• Promoter: Opulus Bizserve Private Limited; other allottees include non-promoter entities.
• Annexures I & II provide investors list and issue details.
• In-principle approvals by BSE Limited dated 23 July 2026.

Q1 2026 unaudited results

• Unaudited standalone results for quarter ended 30 June 2026 approved with limited review.
• Internal auditors' report for quarter ended 30 June 2026 taken on record.

Auditor remarks and going concern

• Auditors issued a qualified conclusion on Q1 2026 results.
• Outstanding Rs 98.50 lakhs loan; regularisation pending.
• Going concern: net worth eroded; management committed to fund infusion.
• Emphasis: non-compliances to be regularised; no significant outflow expected.

Allottees and approvals

• Annexures I & II provide investors list and issue details.
• Promoter: Opulus Bizserve Private Limited.
• Other allottees include non-promoter entities.
• Warrants: 2,39,00,000; equity shares: 10,00,000; price Rs 15 per share.
• 25% upfront Rs 3.75 per warrant aggregating Rs 8.9625 crore.
• Balance 11.25 per warrant due on exercise.
• In-principle approvals by BSE Limited dated 23 July 2026.

Meeting Details

• Date: 6 August 2026.

Key Agenda Items

• Consider and approve unaudited financial results for quarter ended June 30, 2026 with Limited Review Report.

Other Notes

• Trading window closed from 1 July 2026 until 48 hours after the unaudited results declaration.

Leadership transition

• Founding team moves from executive roles to advisory positions, ensuring continued strategic guidance.
• Siddharth Saraf appointed Managing Director; Rakesh Mudgal becomes Executive Director and CFO.
• Independent directors appointed: Dr. Dimple Joshi, Reena U. Wagh, Ashok Kumar Thakur.
• Ownership and control changed earlier this year; AGM held July 7, 2026.

Strategic pivot

• EMR pivots from broadcast-only monitoring to AI-native, end-to-end media and reputation intelligence platform.
• Platform to deliver monitoring, measurement, analytics and response across all media channels.
• Channels include broadcast TV, print, digital news, social media, podcasts and short-form video.
• Integrated suite covers brand tracking, sentiment analytics, crisis alerts, competitive intelligence and campaign measurement.
• Includes response and engagement tools to amplify positive narratives and manage adverse coverage.

Market scope

• Target client base includes corporates, listed companies, consumer brands, sports teams, public figures, agencies and government bodies.

Execution plan & outlook

• Company commenced platform modernization, product development, talent acquisition and strategic partnerships.
• Plans to share updates on product roadmap and growth initiatives in coming quarters.
• Management aims to deliver shareholder value with enhanced transparency and governance.

Dematerialisation/rematerialisation status

• RTA confirms compliance with Regulation 74(5) for the quarter ended June 30, 2026.
• Details of dematerialised/rematerialised securities have been furnished to all stock exchanges where listed.
• No exceptions or non-compliance reported.

Leadership transition

• Founding team moved to advisory roles; Siddharth Saraf appointed Managing Director.
• Rakesh Mudgal becomes Executive Director and Chief Financial Officer.
• Board reconstituted with independent directors Dr. Dimple Joshi, Reena U. Wagh, Ashok Kumar Thakur.

Strategic pivot and platform vision

• Transition to an end-to-end media and reputation intelligence platform across TV, print, digital, and social.
• Platform will deliver monitoring, analytics, crisis alerts, and engagement solutions in a unified layer.
• Serves corporates, listed companies, brands, sports teams, public sector institutions.
• Capabilities include brand tracking, sentiment analytics, crisis management, campaign measurement.
• Introduces response and engagement features to amplify narratives and manage adverse coverage.

Operational updates and roadmap

• Company has commenced platform modernization, product development, talent acquisition, and strategic partnerships.
• Expects further updates on product roadmap and growth initiatives in coming quarters.

AGM details

• Mode: VC/OAVM; voting via remote e-voting and at the meeting.
• Date: 7 July 2026; time: 12:30 IST.

Resolutions and outcomes

• Adopt audited financial statements and reports: passed.
• Appoint Statutory Auditors: passed.
• Regularize appointment of executive director: passed.
• Regularize appointment of independent director: passed.
• Regularize appointment of independent woman director: passed.
• Regularize appointment of second independent woman director: passed.
• Regularize appointment of managing director: passed.
• Ratify past borrowings exceeding limit: passed.
• Approve borrowing up to cap: passed.
• Approve managerial remuneration in case of inadequacy of profits: passed.

Director changes

• Regularize appointment of executive director, independent director, two independent woman directors, and managing director; passed.

Related party transactions

• No material related party transactions disclosed.

AGM details

• Date and time: 7 July 2026 at 12:30 PM IST.
• Mode: VC/OAVM; no physical attendance.
• Concluded: 1:32 PM IST.
• Members present: 46.
• Remote e-voting available; results to be announced within 48 hours.

Resolutions put to vote

• Adoption of audited financial statements and reports.
• Approve appointment of SK Patodia & Associates LLP as statutory auditors.
• Regularize appointment of Rakesh Kumar Mudgal as Executive Director.
• Regularize appointment of Ashok Kumar Thakur as Independent Director.
• Regularize appointment of Reena U Wagh as Independent Woman Director.
• Regularize appointment of Siddharth Subhash Saraf as Managing Director.
• Regularize appointment of Dimple Joshi as Independent Woman Director.
• Ratify borrowings exceeding limit.
• Approve borrowing up to the prescribed limit under Companies Act.
• Approve managerial remuneration in case of inadequacy of profits.

Voting status

• Voting outcomes not disclosed; results to be announced within 48 hours.

Price movement clarification

• No specific company-caused reason for price movement; market forces and low free float cited.
• Change in management and control following completed open offer/acquisition, disclosed 22 April 2026.
• Proposed preferential issue of equity shares ongoing, awaiting in-principle BSE approval.
• Disclosures to the Exchange and shareholders are ongoing as per regulations.
• No unpublished price-sensitive information beyond what has been disclosed.
• Movement likely reflects market conditions and limited free float, not attributable to the company.
• Reaffirms commitment to timely disclosures of material events under Regulation 30.
• Awaiting in-principle approval from BSE for the proposed preferential issue.