Esha Media Research Ltd Forensic Report - SOIC x StockScans Report

as of Jul 2026

Esha Media Research’s record is defined by a qualified audit opinion, a going-concern warning, and fully eroded net worth. The auditor has flagged a ₹98.50-lakh member loan that breaches deposit rules, while a full board replacement coinciding with a change of control adds to the instability. Operating cash flows have been negative for six straight years, and the company funds itself almost entirely with short-term borrowings.

Key findings

  1. Audit opinion is qualified, net worth is fully eroded, and loan liabilities breach deposit rules Critical - The statutory auditor issued a qualified opinion in FY25 and again in FY26 over non-compliance with Sections 73 and 74 of the Companies Act, 2013 related to outstanding loan liabilities. The FY25 audit report basis for qualified opinion describes an outstanding interest-free unsecured loan liability of ₹7.7 crore, which includes a ₹98.50 lakh member loan. The FY26 management response states the loan liabilities with the ex-director were settled during FY26 and the company is seeking waiver and settlement with the member. The auditor’s report for both years includes a Material Uncertainty Related to Going Concern paragraph, citing accumulated losses, fully eroded net worth, and current liabilities exceeding current assets, with the company relying on a promoter commitment to infuse funds.
  2. The full board and KMP resigned on a single day coinciding with a change-of-control open offer, and shareholder approval is sought for ₹2 crore in managerial remuneration despite losses Major - On 22 April 2026, the entire prior board and KMP resigned, the Whole Time Director, an Independent Director, and the CFO, and were replaced the same day, coinciding with the completion of a mandatory open offer by Opulus Bizserve Private Limited that triggered a change in control. The FY26 AGM notice seeks shareholder approval for total managerial remuneration of up to ₹2,00,00,000 to the new Managing Director and Executive Director for three financial years effective 22 April 2026, payable even in case of inadequacy of profits or loss. The secretarial auditor reported for six consecutive years (FY21-FY26) that the Nomination and Remuneration Committee was not constituted with all non-executive directors as required under Section 178 of the Companies Act, 2013.
  3. Operating cash flows have been negative for six straight years, disconnected from reported profits, while short-term borrowings fund the company Major - In FY2025-26, operating cash flow was ₹-1.19 crore against a reported profit after tax of ₹0.48 crore, yielding a CFO/PAT ratio of -2.48x. Short-term borrowings constitute 96% of total borrowings as of the latest fiscal year (₹6.13 crore of ₹6.41 crore). The Board recommended no dividend for the period ending 31st March 2026.
  4. Revenue is concentrated in two customers providing 44-57% of revenue, while the receivables-to-revenue ratio rose 124% in FY26 Minor - In FY26, two customers aggregated to ₹1.02 crore, representing 44.08% of total revenue. In FY25, two customers aggregated to ₹1.81 crore, representing 57% of total revenue. The Days Sales Receivable Index rose to 2.24 in FY26, indicating the receivables-to-revenue ratio increased 124% year-on-year.
  5. Income-tax demands of ₹1.34 crore remain outstanding, with resolution tied to a settlement scheme where key approvals are awaited Minor - The Income Tax portal shows an outstanding demand of ₹1.34 crore (excluding interest) for AYs 2012-13, 2014-15, and 2017-18 as of FY2026. Of that, ₹85.23 lakhs is payable under the DTVSV 2024 scheme with Form 1 filed but Form 2 still awaited, and ₹29.78 lakhs is subject to portal correction. A disputed sales-tax demand of ₹46.57 lakhs for periods 1993-94 to 2004-05 has been pending at the AP High Court and Sales Tax Appellate Tribunal since at least FY2020.
  6. Persistent SEBI LODR non-compliances span multiple years, but no regulator has issued a material order or penalty Minor - The Secretarial Audit Report for FY2022-23 lists multiple non-compliances including delays in submitting disclosures, failure to publish financial results in newspapers, failure to host required documents on the company website, and non-constitution of the Nomination and Remuneration Committee as required. The Letter of Offer dated 9 January 2026 disclosed a detailed table of non-compliances and delayed compliances under SEBI LODR Regulations spanning financial years 2015-16 through 2020-21. The Board’s Report for FY2025-26 states there are no significant or material orders from regulators, courts, or tribunals impacting going concern or operations.

What to watch

Bottom line: This is a record of a company operating with fully eroded net worth, a going-concern warning, and a qualified audit opinion that has persisted for two years over an unresolved deposit-rule breach. The risk is layered: a legacy related-party loan drew a qualification in both FY25 and FY26, the entire board turned over in a single day alongside a change of control, and the secretarial auditor reported for six consecutive years that the Nomination and Remuneration Committee was not properly constituted. Operating cash flows have not covered reported profits in any of the last six years. Watch whether the member-loan non-compliance is regularised, whether the DTVSV Form 2 arrives, and whether the newly appointed auditor stays.