Esha Media Research Ltd.

Preferential Allotment Details

The Board of Directors approved the allotment of securities on preferential basis, pursuant to:

  • Board approval received on August 06, 2025
  • Shareholder approval at Extra-Ordinary General Meeting held on September 01, 2025
  • In-principle approvals granted by BSE Limited vide letter dated July 23, 2026
  • Receipt of ₹1,50,00,000 (Rupees One Crore Fifty Lakhs Only) at the rate of ₹15 per Equity Share
  • Receipt of ₹8,96,25,000 (Rupees Eight Crore Ninety-six Lakh Twenty-five Thousand only) at the rate of ₹3.75 per warrant (being 25% of the issue price per warrant)

Allotment Details:

  • 10,00,000 Equity Shares allotted to Opulus Bizserve Private Limited (current promoter) at an issue price of ₹15 per share (Face value ₹10 and Securities Premium ₹5 per share)
  • 2,39,00,000 Warrants allotted to various allottees at ₹3.75 per warrant (25% of issue price)
  • Total warrant subscription amount: ₹8,96,25,000

Warrant Allottees (Annexure I):

  • Opulus Bizserve Private Limited (Promoter): 70,00,000 warrants
  • Media Eagle Research LLP (Non-Promoter): 43,00,000 warrants
  • Vijay Dashrath Wani (Non-Promoter): 3,00,000 warrants
  • Kaushtubh Arun Kulkarni (Non-Promoter): 50,000 warrants
  • Monica A Kulkarni (Non-Promoter): 7,50,000 warrants
  • Rohan Ashish Kulkarni (Non-Promoter): 7,50,000 warrants
  • Wealthwave Capital Fund (Non-Promoter): 30,00,000 warrants
  • Richa Modi (Non-Promoter): 25,00,000 warrants
  • Rahul Mehta (Non-Promoter): 10,00,000 warrants
  • Bharat Strategic Investments (Non-Promoter): 10,00,000 warrants
  • Parijata Trading Private Limited (Non-Promoter): 22,50,000 warrants
  • Accufolio Risers LLP (Non-Promoter): 10,00,000 warrants

Warrant Conversion Terms:

Each warrant is convertible into one fully paid-up equity share of face value ₹10 upon payment of balance consideration of ₹11.25 per warrant (being 75% of the issue price) at the time of conversion.

The new equity shares shall rank pari-passu with existing equity shares of the Company.

Financial Results Approval

The Board of Directors considered and approved the un-audited standalone financial results of the Company for the quarter ended June 30, 2026, along with the limited review report.

Internal Auditor's Report

The Board took on record the internal auditors' report for the quarter ended June 30, 2026.

Limited Review Report Findings (S K Patodia & Associates LLP)

The statutory auditors issued a qualified conclusion on the financial results for the quarter ended June 30, 2026, with the following key observations:

Qualified Conclusion Basis:

  • Company has outstanding interest-free unsecured loan liability of ₹98.50 lakhs as on June 30, 2026
  • These loans were borrowed in past period under erstwhile Companies Act, 1956 (detailed ageing not available) from members of the Company
  • Company is in process of regularizing non-compliances as per sections 73 and 74 of the Companies Act, 2013
  • Financial impact will be recognized when matter is resolved
  • Same matter was reported in audit report for FY2025-26 and limited review report for Q1 FY2026

Material Uncertainty Related to Going Concern:

  • Company has accumulated losses and net worth is fully eroded
  • Current liabilities exceed current assets as of June 30, 2026
  • Significant uncertainty exists about Company's ability to continue as going concern
  • Promoters/management have committed to infuse funds as needed for working capital requirements
  • Financial results prepared on going concern basis

Emphasis of Matter:

  • Company is regularizing non-compliances mentioned in Secretarial audit report dated June 10, 2026 for FY2025-26
  • Management believes these are procedural matters with no significant expected outflow

Other Matters:

  • FY2025-26 results were audited by predecessor auditor with qualified opinion (report dated May 14, 2026)
  • Q1 FY2026 results were reviewed by predecessor auditor with qualified opinion (report dated August 8, 2025)
  • Statement includes figures for quarter ended March 31, 2026 as published unaudited year-to-date figures

Financial Results Highlights (Quarter Ended June 30, 2026)

  • Net Loss: ₹4.06 lakh
  • Single reportable segment: 'Media Monitoring'

Additional Disclosures from Notes to Accounts

1. Financial results reviewed by Audit Committee and approved by Board on August 6, 2026

2. Prepared in accordance with SEBI guidelines and Indian Accounting Standards (Ind AS)

3. Company regularizing procedural compliances for past period as per SEBI LODR Regulations, 2015

4. Outstanding interest-free unsecured loan liability of ₹98.50 lakhs from members (borrowed under Companies Act, 1956)

5. Regularizing compliance requirements under Companies Act 2013 regarding monies received from parties in past

6. Net worth fully eroded, current liabilities exceed current assets

7. Preferential issue process ongoing with necessary SEBI and BSE approvals obtained

8. No deferred tax assets recognized due to reasonable certainty

9. Previous period figures regrouped and rearranged for consistency

Meeting Details

Board meeting commenced at 1:30 PM and concluded at 2:30 PM on August 06, 2026.