Description

Letter of Offer for acquisition of up to 22,89,802 equity shares (26% of emerging voting share capital) of Esha Media Research Limited at ₹15 per share pursuant to SEBI SAST Regulations.

Summary

Opulus Bizserve Private Limited (Acquirer) has launched an Open Offer to acquire up to 22,89,802 fully paid equity shares of face value ₹10 each in Esha Media Research Limited (Target Company), representing 26% of the emerging voting share capital on a fully diluted basis. The offer price is ₹15 per equity share for cash. 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.

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 ₹10 face value each
  • Offer Size: 26% of emerging voting share capital (fully diluted basis)
  • Offer Price: ₹15 per equity share (cash consideration)
  • Current Marketable Lot: 1 share
  • Offer Type: Unconditional - not subject to minimum acceptance level
  • No competing offer exists as on date of Letter of Offer
  • Not a competing offer under Regulation 20 of SEBI (SAST) Regulations

Regulatory Changes

This open offer is triggered under:

  • Regulation 3(1) of SEBI (SAST) Regulations, 2011 - Substantial acquisition of shares/voting rights
  • Regulation 4 of SEBI (SAST) Regulations, 2011 - Change in control provisions
  • Complies with Regulation 19(1) - Offer not conditional on minimum acceptance
  • Subject to Regulation 23 - Withdrawal rights if statutory approvals not received

Compliance Requirements

For Eligible Shareholders:

  • Review the Letter of Offer and Form of Acceptance-cum-Acknowledgement
  • If shares recently sold, forward LOF to purchaser or stock exchange member
  • Consult stockbroker, investment consultant, Manager to Offer, or Registrar for clarifications
  • Respond during tendering period to participate in offer

For Acquirer:

  • Obtain statutory approvals as detailed in Section VIII(B) of LOF
  • Except in-principle approval for preferential issue of equity shares and warrants from BSE
  • Right to withdraw offer if required approvals not received (Regulation 23(1))

Important Dates

  • Letter of Offer Date: January 9, 2026
  • Offer validity measured from tenth working day from closure of tendering period (for calculation of 26% emerging voting capital on fully diluted basis)
  • Specific tendering period dates to be confirmed in detailed offer documentation

Impact Assessment

Corporate Impact:

  • Significant change in control transaction involving 26% stake acquisition
  • Will result in change of controlling interest in Esha Media Research Limited
  • Opulus Bizserve Private Limited positioning for substantial influence/control

Shareholder Impact:

  • Exit opportunity for public shareholders at ₹15 per share
  • Unconditional offer provides certainty - no minimum acceptance threshold risk
  • Shareholders must evaluate offer price versus current market price and future prospects

Market Impact:

  • High impact corporate action requiring public disclosure
  • May trigger trading activity in target company shares during offer period
  • Potential for share price movement based on offer price of ₹15 versus prevailing market price

Impact Justification

Major corporate action involving takeover and change of control affecting 26% of target company's equity capital, requires shareholder action during tendering period