Cyber Media (India) Ltd’s record is a study in promoter consolidation: Pradeep Gupta has lifted his personal stake from 36% to 55% in five years through preferential allotments and a rights issue, while board independence has been reconfigured with family members and long-tenured directors moving between roles. Operating cash flow has failed to back reported profits in three of the last five years, and the group consolidates two entities despite holding well below 50% equity, one with a negative net worth of ₹10.9 crore. Audit opinions have been unqualified across all seven years, and FY2025-26 marked a clean break with no adverse CARO observations and a return to positive cash generation.
Key findings
- Promoter control has been consolidated through allotments and board reconfiguration
Major- Pradeep Gupta’s shareholding rose from 36.23% to 54.73% between March 2021 and February 2026 through a preferential allotment, a share transmission, and a rights-issue conversion. His monthly salary was set to step up from ₹3.50 lakh for FY2022-23 to ₹6.75 lakh for FY2027-28, while total executive remuneration reached ₹2.41 crore in FY2024-25. Krishan Kant Tulshan completed his second five-year term as Independent Director on May 28, 2024, and was immediately re-appointed as Non-Executive Director. - Promoter loans have been repeatedly converted or restructured
Major- Outstanding promoter loans from Pradeep Gupta fell from ₹3.69 crore in March 2025 to ₹28.53 lakh in March 2026. In February 2021, ₹2.80 crore of promoter loans (₹1.80 crore from Pradeep Gupta and ₹1.00 crore from Dhaval Gupta) were converted into equity at ₹10 per share, above the registered valuer’s fair value of ₹7.70. A planned sale of “Cyber House” to subsidiary CMRSL for ₹19 crore to fund a One Time Settlement of ₹14.25 crore with Pridhvi Asset Reconstruction was reversed; the ₹9.85 crore advance received was restructured as a 20-year loan at 7.30% p.a. in February 2023. - Operating cash flow has been persistently weak, failing to back profits
Major- Cumulative CFO over the past decade is negative ₹3 crore against cumulative EBITDA of ₹21 crore, a ratio of -0.17x. In FY2025-26, standalone PAT was ₹0.55 crore. The company has paid no dividend since at least FY2020-21, citing absence or inadequacy of profits. A rights issue raised up to ₹9.90 crore in FY2025-26, with actual expenses of ₹61.20 lakhs exceeding the budgeted ₹39.00 lakhs. - Audit opinions are clean, but earlier years carried statutory-dues defaults
Minor- The auditor issued unqualified opinions on standalone and consolidated statements every year from FY2019-20 through FY2025-26. The CARO report for FY2019-20 stated the company was “not regularly depositing undisputed statutory dues,” and undisputed TDS of ₹11.92 lakhs was outstanding for more than six months in FY2020-21. From FY2023-24 onward, CARO reports stated the company was regular in depositing dues, and FY2025-26 recorded no cash losses. - An IBC insolvency threat and a foreign arbitration award were settled
Minor- Pridhvi Asset Reconstruction filed IBC applications on March 27, 2021, alleging a default of ₹30.65 crore; the company settled for ₹14.25 crore on January 29, 2022, and all applications were withdrawn by May 17, 2022. A foreign arbitration award of USD 2,167,229.50 obtained by a former employee on October 12, 2022, was settled on December 12, 2024, for USD 1.00 million, and the Delhi High Court disposed of the petition on January 13, 2025. Disputed provident fund liabilities of ₹6.68 lakh and ₹14.13 lakh remain unchanged from FY2021-22 through FY2025-26. - Deferred tax assets were not newly recognised, and exceptional items shape profits
Minor- The company discontinued recognition of deferred tax assets in FY2025-26 due to continuous losses and absence of sufficient taxable profits, while a recognised deferred tax asset of 108.72 lakhs remained on the books as at 31 March 2026. An exceptional item of 8.91 crore was recognised in FY2024-25 for the foreign arbitration settlement. In FY2020-21, impairment of investments and write-off of subsidiary dues totalling ₹25.95 crore as exceptional items resulted in a negative net worth of ₹14.75 crore.
What to watch
- Merger approval. The fresh Scheme of Merger of CMRSL into Cyber Media (India) Ltd is pending SEBI and stock exchange approval as of the FY2025-26 Annual Report, with an appointed date of April 1, 2026.
- GST Show Cause Notice. A notice for FY2019-20 demanding ₹67.29 lakh was received on May 23, 2024; no scheduled hearing date is disclosed in the FY2025-26 Annual Report.
- Income tax penalty appeal. An appeal under section 270A for AY2017-18 (₹10.03 lakh) is pending before CIT(A); no scheduled hearing date is disclosed in the FY2025-26 Annual Report.
- Director’s loan. The balance remains outstanding with no demand for repayment as of the FY2025-26 Annual Report reporting period.
Bottom line: This is a disclosed and audited record in which the promoter has steadily tightened his grip on both equity and the board, while operating cash flow has lagged reported profits. The risk sits in the gap between control and cash generation. Watch the SEBI merger review and the director’s loan that lingers without a repayment date.