Description

Opulus Bizserve Private Limited announces open offer to acquire up to 26% of Esha Media Research Limited's equity shares at ₹15 per share pursuant to SEBI SAST Regulations 2011.

Summary

Opulus Bizserve Private Limited (Acquirer) has announced an Open Offer to acquire up to 22,89,802 fully paid equity shares representing 26% of the Emerging Voting Share Capital of Esha Media Research Limited (Target Company) at ₹15 per equity share. This offer is made pursuant to Regulation 3(1) and Regulation 4 of SEBI (SAST) Regulations, 2011 for substantial acquisition of shares/voting rights accompanied with change in control. The offer is directed to all eligible shareholders of Esha Media Research Limited.

Key Points

  • Acquirer: Opulus Bizserve Private Limited (CIN: U74999MH2016PTC285993)
  • Target Company: Esha Media Research Limited (CIN: L72400MH1984PLC322857)
  • Offer Shares: Up to 22,89,802 equity shares of face value ₹10 each
  • Offer Size: 26% of Emerging Voting Share Capital on fully diluted basis
  • Offer Price: ₹15 (Rupees Fifteen Only) per equity share
  • Offer Type: Cash offer under SEBI (SAST) Regulations, 2011
  • Not conditional upon minimum acceptance level (Regulation 19(1))
  • Not a competing offer (Regulation 20)
  • Current marketable lot: 1 equity share
  • Target Company registered at T13 14-16, A Wing, 2nd Floor, Satyam Shopping Centre, Ghatkopar (East), Mumbai 400 077

Regulatory Changes

This offer is made under:

  • Regulation 3(1) of SEBI (SAST) Regulations, 2011 - for substantial acquisition of shares
  • Regulation 4 of SEBI (SAST) Regulations, 2011 - for acquisition with change in control
  • Regulation 23 of SEBI (SAST) Regulations, 2011 - provides withdrawal rights if statutory approvals are not received

Compliance Requirements

  • Public shareholders must review the Letter of Offer and accompanying Form of Acceptance-cum-Acknowledgement
  • Shareholders who have sold their shares must hand over the LOF to the purchaser or stock exchange member
  • Acquirer must obtain statutory approvals as detailed in Section VIII(B) of the Letter of Offer
  • In-principle approval for proposed preferential issue of equity shares and warrants required from BSE
  • Acquirer has right to withdraw the offer if required statutory approvals are not received for reasons outside reasonable control (Regulation 23(1))

Important Dates

  • Date of Letter of Offer: January 09, 2026
  • Offer validity: Up to tenth working day from closure of tendering period (specific dates to be announced in detailed public announcement)

Impact Assessment

For Target Company Shareholders:

  • Shareholders have opportunity to exit at ₹15 per share through the open offer
  • Change in control will occur upon successful completion of the offer
  • 26% stake acquisition represents significant ownership change

For Target Company:

  • Change in control and management structure expected
  • New promoter group will hold substantial stake post-offer
  • Corporate governance and strategic direction may undergo changes

Market Impact:

  • High impact corporate action affecting all public shareholders of Esha Media Research Limited
  • Mandatory open offer ensures fair exit opportunity to minority shareholders
  • Price discovery and trading activity expected during offer period

Risk Factors:

  • Offer may be withdrawn if statutory approvals are not obtained
  • No guarantee of minimum acceptance level as offer is not conditional
  • Shareholders must evaluate offer price against current market price and future prospects

Impact Justification

Major corporate action involving acquisition of 26% stake and change in control of listed company, affecting existing shareholders' interests and requiring mandatory open offer under SEBI regulations.