AS PER LETTER ATTACHED.
Awaiting price reaction for this filing.
The Board of Esha Media Research Ltd, at its meeting on August 6, 2025, approved increasing the authorized share capital from Rs. 13 Crore to Rs. 35 Crore (raising the share count ceiling from 1.30 Crore to 3.50 Crore equity shares of Rs. 10 each). The Board also approved a preferential issue of 10,00,000 equity shares at Rs. 15 per share (a Rs. 5 premium over face value), raising Rs. 1.5 Crore from non-promoter allottees. In addition, 2,39,00,000 convertible warrants are proposed to be issued at Rs. 15 per warrant (Rs. 5 premium), potentially raising up to Rs. 35.85 Crore if fully converted. The allottees have agreed not to convert warrants until 10 working days after the closure of a proposed Open Offer, indicating a possible change in control. An Extraordinary General Meeting is scheduled for September 1, 2025, to seek shareholder approval.
Existing shareholders will face significant dilution if the warrants are fully converted — up to 2.49 Crore new shares could be issued, more than doubling the current equity base. The reference to an Open Offer and SEBI Takeover Regulations suggests a potential change in ownership or acquisition event, which could materially affect share price and control dynamics.