ITCONS E-Solutions Ltd appointed Prof. Ajay Rana as an Additional Director in the category of Non-Executive Independent Director on August 18, 2026. The Board of Directors approved the appointment during its meeting held on the same date, following a recommendation from the Nomination and Remuneration Committee.

The appointment is valid for a period of one year, effective from August 18, 2026, to August 17, 2027. This corporate action is disclosed pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Schedule III. The appointment requires subsequent approval from the company’s shareholders to become permanent.

Profile and Qualifications

Prof. Ajay Rana brings over 26 years of experience in higher education leadership, research, and institutional transformation. He currently serves as the Director General (Independent Charge) at Amity University Greater Noida and as Senior Vice President at the Ritnand Balved Education Foundation (RBEF). Previously, he held the position of Vice Chancellor at a Deemed-to-be University.

He holds a Ph.D. and an M.Tech. degree in Engineering. Prof. Rana is a Fellow of the Institution of Electronics and Telecommunication Engineers (IETE) and a Senior Member of the Institute of Electrical and Electronics Engineers (IEEE). He has been recognized among the World’s Top 2% Scientists by Stanford University in collaboration with Elsevier.

Regulatory Disclosures

The company confirmed that Mr. Rana is not related inter-se to any other director of ITCONS E-Solutions. Furthermore, he is not debarred from holding the office of director by virtue of any SEBI order or any other authority, as required under BSE Circular LIST/COMP/14/2018-19.

ITCONS E-Solutions shareholders approved six special resolutions through a postal ballot process that concluded on August 1, 2026. The approvals enable key governance changes, including the promotion of Adit Mittal to Executive Director effective May 26, 2026, and the re-appointment of Nikky Gupta as Independent Director effective August 6, 2026. The resolutions also expand the company’s financial flexibility by increasing limits for loans, guarantees, investments, and borrowings, empowering the Board to manage capital structure with an enhanced shareholder mandate.

The voting process was scrutinized by M/s. Jain Preeti & Co., Practicing Company Secretary (FCS No.: F13336), appointed pursuant to Section 108 of the Companies Act, 2013 and Rule 22 of the Companies (Management and Administration) Rules, 2014. The Postal Ballot Notice was dated June 29, 2026, and dispatched on July 2, 2026. Voting opened on July 3, 2026, at 9:00 a.m. (IST) and closed on August 1, 2026, at 5:00 p.m. (IST). The results were declared in compliance with Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Voting Results Summary

All six resolutions were passed with significant shareholder support. The total number of valid votes cast was 5,930,504 across 31 voters for most items. The remuneration revision for Managing Director & CEO Gaurav Mittal saw minimal dissent.

Governance and Financial Mandates

The first resolution approved the change in designation of Adit Mittal (DIN: 10163322) from Non-Executive Director to Executive Director for a term of five years, effective from May 26, 2026, to May 25, 2031. Adit Mittal, a B.Tech in Electrical & Electronics from BITS Pilani, is the son of Managing Director & CEO Gaurav Mittal. He holds the Karmaveer Chakra Award and is co-author of the book “A Monk with a Merc.”

The second resolution secured the re-appointment of Nikky Gupta (DIN: 03268791) as an Independent Director for a term of five years, effective from August 6, 2026, to August 5, 2031. Mrs. Gupta brings over 16 years of experience in journalism, mass communication, and branding, having previously worked on high-impact campaigns for brands like Medulance and Bayer.

The third resolution authorized a revision in the remuneration payable to Gaurav Mittal. While this item received 99.596% support, it recorded 24,000 dissenting votes from one voter, marking the only instance of opposition among the six proposals.

The remaining three resolutions expanded the company’s financial operational limits. Under Section 186 of the Companies Act, 2013, the company received approval to increase limits for granting loans, providing guarantees or securities, and making investments in securities. Additionally, approval was granted under Section 185 of the Companies Act, 2013 to advance any loan, give guarantee, or provide security. Finally, the increase in borrowing limits under Section 180(1)(c) of the Companies Act, 2013 provides the Board with greater flexibility to raise debt capital as needed for business expansion or working capital requirements.

What the Numbers Show

The unanimous or near-unanimous support across all six resolutions indicates strong alignment between the Board’s strategic proposals and shareholder interests. The complete absence of dissent in governance and financial limit expansions suggests confidence in the current leadership team’s ability to manage increased financial leverage. The minor dissent on the CEO’s remuneration revision is statistically negligible (0.404%) but highlights that compensation adjustments remain the most closely watched item by minority stakeholders.