As per Letter Attached.
Awaiting price reaction for this filing.
Esha Media Research Ltd has called an Extra-ordinary General Meeting (EGM) of members on Monday, September 1, 2025 at 3:30 p.m. (IST), to be held through video conferencing. Three items are on the agenda: (1) an ordinary resolution to increase the authorised share capital from Rs. 13 crore to Rs. 60 crore — comprising Rs. 35 crore in equity shares (3.5 crore shares of Rs. 10) and Rs. 25 crore in convertible warrants (2.5 crore warrants of Rs. 10), with a corresponding change to the capital clause of the Memorandum of Association; (2) a special resolution to issue 10 lakh equity shares at Rs. 15 each (face value Rs. 10, premium Rs. 5), aggregating Rs. 1.5 crore, on a preferential basis to non-promoter Opulus Bizserve Private Limited; and (3) a special resolution to issue 2.39 crore convertible warrants at Rs. 15 each, aggregating about Rs. 35.85 crore, to 12 non-promoter allottees (including Opulus Bizserve, Media Eagle Research, Wealthwave Capital Fund, and others), with 25% payable up front, 75% on exercise, and an 18-month exercise window. The relevant date for pricing is August 1, 2025; the cut-off date for e-voting eligibility is August 22, 2025, and remote e-voting runs from August 29 to August 31, 2025.
Existing shareholders face significant potential dilution if the 2.39 crore warrants are fully exercised, alongside a smaller dilution from the direct preferential share issue to Opulus Bizserve. Shareholders should review and vote on these proposals at the EGM, with voting rights based on holdings as of August 22, 2025.