ITCONS e-Solutions Ltd has filed a disclosure under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, reporting changes in shareholding due to warrant conversions by other shareholders of the company.

Shareholding Changes Overview

The disclosure pertains to Saurabh Gangal, a non-promoter shareholder of the company, whose shareholding percentage has been affected by warrant conversions undertaken by other shareholders. While no actual acquisition or disposal of shares took place by Gangal, his percentage shareholding changed due to the increase in the company's total share capital.

Share Capital Structure Changes

The warrant conversions have resulted in a significant expansion of the company's equity share capital. The total equity share capital increased substantially following the conversion of warrants by other shareholders.

Regulatory Compliance Details

The disclosure was submitted to BSE Limited on January 8, 2026, by Company Secretary and Compliance Officer Pooja Gupta. The filing ensures compliance with SEBI regulations regarding substantial acquisition of shares and takeovers, even though no direct acquisition occurred.

Key aspects of the disclosure include:

• No encumbrances on shares held by Saurabh Gangal
• No voting rights acquired otherwise than by shares
• No warrants or convertible securities held by the shareholder
• The shareholding change resulted purely from warrant conversions by other parties

Impact on Shareholding Structure

The warrant conversions have diluted existing shareholders' percentage holdings while maintaining their absolute share counts. Saurabh Gangal's position remains unchanged in absolute terms, holding 489,328 shares, but his percentage stake in the company has decreased from 8.10% to 6.79% of the total voting capital due to the increased share base following warrant conversions by other shareholders.

Itcons e-solutions Limited has announced a substantial acquisition disclosure under SEBI Regulation 29(2), involving the conversion of warrants into equity shares by key promoters. The transaction, completed between January 06-07, 2026, represents a significant corporate development for the BSE-listed company.

Warrant Conversion Details

Three promoters exercised their option to convert warrants into equity shares during the specified period. The conversion involved a total of 11,26,600 warrants being transformed into an equal number of equity shares.

Updated Shareholding Pattern

Following the warrant conversion, the promoter group's shareholding structure has been significantly enhanced. The collective holding of the three promoters now stands at substantial levels within the company's equity structure.

Capital Structure Impact

The warrant conversion has resulted in a notable expansion of the company's equity base. The equity share capital increased from ₹6.04 crores to ₹7.20 crores, representing the addition of 11,66,600 new equity shares of ₹10 each.

Outstanding Warrants and Future Implications

The company originally issued 1,00,40,000 convertible share warrants to promoters and other investors on July 29, 2024. These warrants carry an 18-month conversion period and were subscribed at 25% upfront payment of the ₹71 per share issue price, complying with SEBI ICDR Regulations 2018.

Currently, 78,65,600 warrants remain outstanding across promoter and non-promoter categories. The fully diluted share capital calculation incorporates these remaining convertible instruments, providing investors with a comprehensive view of potential future equity expansion.

The disclosure was filed on behalf of the promoter group by Mr. Gaurav Mittal from Noida on January 08, 2026, ensuring compliance with regulatory requirements for substantial acquisition reporting.