ITC Ltd — Board/Management Information 2023

Aug 11, 2023

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ITC Limited Virginia House 37 J. L. Nehru Road Kolkata 700 071, India Tel. : 91 33 2288 9371 Fax : 91 33 2288 4016 / 1256 / 2259 / 2260

11[th] August, 2023

The Manager Listing Department National Stock Exchange of India Ltd. Exchange Plaza, Plot No. C-1, G Block Bandra-Kurla Complex, Bandra (East) Mumbai 400 051

The General Manager The Secretary Dept. of Corporate Services The Calcutta Stock BSE Ltd. Exchange Ltd. P. J. Towers 7, Lyons Range Dalal Street Kolkata 700 001 Mumbai 400 001

Dear Sirs,

- Appointment / Re appointment of Directors

Further to our letter dated 18[th] May, 2023, we write to advise that the Members of the Company at the 112[th] Annual General Meeting held today, i.e. 11[th] August, 2023, approved the:

• (a) Appointment of Ms. Alka Marezban Bharucha (DIN: 00114067) as a Director and also as an Independent Director of the Company for a period of five years with effect from 12[th] August, 2023;

• (b) Re-appointment of Mr. Anand Nayak (DIN: 00973758) as a Director and also as an Independent Director of the Company for a period of five years with effect from 13[th] July, 2024;

• (c) Re-appointment of Mr. Ajit Kumar Seth (DIN: 08504093) as a Director and also as an Independent Director of the Company for a period of five years with effect from 13[th] July, 2024;

• (d) Appointment of Mr. Hemant Malik (DIN: 06435812) as a Director and also as a Wholetime Director of the Company for a period of three years with effect from 12[th] August, 2023; and

• (e) Re-appointment of Mr. Sanjiv Puri (DIN: 00280529) as a Director and also as the Managing Director & Chairman of the Company for a period of five years with effect from 22[nd] July, 2024.

To the best of our knowledge & information, and as also confirmed by the above named Directors, they have not been debarred from holding the office of Director by virtue of an order of the SEBI or any other authority.

FMCG ⚫ HOTELS ⚫ PAPERBOARDS & PACKAGING ⚫ AGRI-BUSINESS ⚫ INFORMATION TECHNOLOGY Visit us at www.itcportal.com ⚫ Corporate Identity Number : L16005WB1910PLC001985 ⚫ e-mail : enduringvalue@itc.in

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Brief profiles and other details of Ms. Bharucha, and Messrs. Nayak, Seth, Malik and Puri as required under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the SEBI Circular dated 13[th] July, 2023, are given in the Annexures 1 to 5 , respectively.

Yours faithfully, ITC Limited

RAJENDRA Digitally signed by RAJENDRA KUMAR SINGHI KUMAR SINGHI Date: 2023.08.11 19:02:34 +05'30'

(R. K. Singhi) Executive Vice President & Company Secretary

Encl: as above

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cc: Securities Exchange Commission Division of Corporate Finance Office of International Corporate Finance Mail Stop 3-9 450 Fifth Street Washington DC 20549 U.S.A. cc: Societe de la Bourse de Luxembourg 35A Boulevard Joseph II L-1840 Luxembourg

Annexure 1

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Sl. No.	Particulars	Disclosures
1.	Reason for change	Appointment
2.	Date and term of appointment	Appointed as a Director and also as an Independent Director of the Company for a period of five years with effect from 12thAugust, 2023.
3.	Brief Profile	Ms. Alka Marezban Bharucha (66) is a Senior Partner at Messrs. Bharucha & Partners, Advocates & Solicitors, Mumbai. She completed her B.A. (Hons.) and L.L.B. from the University of Bombay and Masters in Law from the University of London. She is a Solicitor with the High Court of Mumbai and Supreme Court of England and Wales, and also an Advocate on Record with the Supreme Court of India. Ms. Bharucha began her career with Mulla & Mulla and Craigie Blunt & Caroe and joined Amarchand & Mangaldas as Partner in 1992. In 2008, she co-founded Bharucha & Partners, which has been ranked by RSG Consulting, London, amongst the top law firms in India. Ms. Bharucha, having more than 30 years of experience, has been ranked by Chambers Global, Legal 500 and Who’s Who Legal amongst India’s leading lawyers. She chairs the Transactions Practice at Bharucha & Partners. Her core areas of legal expertise include mergers & acquisitions, joint ventures, private equity, and banking & finance.
4.	Disclosure of relationships between Directors	None

Annexure 2

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Sl. No.	Particulars	Disclosures
1.	Reason for change	Re-appointment
2.	Date and term of re- appointment	Re-appointed as a Director and also as an Independent Director of the Company for a period of five years with effect from 13thJuly, 2024.
3.	Brief Profile	Mr. Anand Nayak (72) is a Post Graduate in Personnel Management and Industrial Relations from XLRI, Jamshedpur, from where he graduated in 1973. He joined ITC the same year and served for more than 42 years until his retirement in December 2015. During his long tenure with the Company, Mr. Nayak held various portfolios and worked across several businesses as well as at Corporate Headquarters where he headed the Human Resources Function from 1996 to 2015. He served on the Corporate Management Committee of ITC for over 18 years from 1997 to 2015. He was also responsible for overall management of Social Sector initiatives under the CSR agenda of ITC, and mentored the Mission Sunehra Kal team in crafting enduring sustainability solutions for rural India.
4.	Disclosure of relationships between Directors	None

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Annexure 3

Sl. No.	Particulars	Disclosures
1.	Reason for change	Re-appointment
2.	Date and term of re- appointment	Re-appointed as a Director and also as an Independent Director of the Company for a period of five years with effect from 13thJuly, 2024.
3.	Brief Profile	Mr. Ajit Kumar Seth (71) is a retired IAS Officer with administrative experience of more than 41 years. He retired in June 2015 after serving for four years as the Cabinet Secretary of the Government of India, the highest position in civil services. Thereafter, he was appointed Chairman of the Public Enterprises Selection Board. In a varied and distinguished career, his past assignments include postings in the Ministry of Commerce, the Permanent Mission of India to the United Nations at Geneva (dealing with GATT / UNCTAD) and the Ministry of Textiles. Earlier, in Uttar Pradesh, he served as Principal Secretary - Rural Development, Special Secretary - Industries, Divisional Commissioner of Kumaon Division and District Magistrate, Lucknow. An alumnus of St. Stephen’s College, Delhi, from where he did his post-graduation in Chemistry, Mr. Seth obtained an M. Phil in Life Sciences from the Jawaharlal Nehru University, New Delhi, and a Masters in Development Finance from the University of Birmingham, UK. In 2015, the University of Birmingham conferred upon him a Doctorate Honoris Causa.
4.	Disclosure of relationships between Directors	None

Annexure 4

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Sl. No.	Particulars	Disclosures
1.	Reason for change	Appointment
2.	Date and term of appointment	Appointed as a Director and also as a Wholetime Director of the Company for a period of three years with effect from 12thAugust, 2023.
3.	Brief Profile	Mr. Hemant Malik (57) is a Member of the Corporate Management Committee and the Divisional Chief Executive of the Foods Business Division of ITC Limited. He completed his B.A. from Delhi University and M.B.A. from the Indian Institute of Management, Calcutta. He joined ITC in 1989 and has more than 33 years of experience. Prior to becoming the Divisional Chief Executive of the Foods Business Division in October 2016, Mr. Malik headed the Trade Marketing & Distribution (‘TM&D’) Vertical. He has worked across multiple businesses including Tobacco, Lifestyle Retailing and Packaged Foods. He headed the all India Tobacco Sales function in 2001, where he contributed meaningfully to the development of the FMCG Sales Network. He assumed charge as Head of Marketing of the Foods Business in 2002. He became the Chief Operating Officer (‘COO’) of TM&D in 2008, where he was mandated to set up the new FMCG distribution highway. Taking over as the COO of Cigarette Brands and Supply Chain, India Tobacco Division (‘ITD’), in 2012, he was elevated as the Divisional Chief Executive of ITD in 2015. He is the Chairman of the Food Processing Committee of FICCI and was a Member of the CII FMCG Committee.
4.	Disclosure of relationships between Directors	None

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Annexure 5

Sl. No.	Particulars	Disclosures
1.	Reason for change	Re-appointment
2.	Date and term of re-appointment	Re-appointed as a Director and also as the Managing Director & Chairman of the Company for a period of five years with effect from 22ndJuly, 2024.
3.	Brief Profile	Mr. Sanjiv Puri (61) was appointed as a Wholetime Director on the Board of ITC with effect from December 6, 2015, Chief Executive Officer in February 2017 and re-designated as the Managing Director in May 2018. He was appointed as the Chairman effective May 13, 2019. He is an alumnus of the Indian Institute of Technology, Kanpur, and the Wharton School of Business, USA. Mr. Puri joined ITC in January 1986. During his career of over three decades at ITC and its subsidiaries, he has held several business leadership positions and also handled a wide range of responsibilities in manufacturing, operations and information & digital technology. Mr. Puri served as the Chief Operating Officer of ITC between July 2016 and January 2017, and prior to that as President - FMCG Businesses since December 2014. Earlier, he was the Divisional Chief Executive of the Tobacco Division since December 2009, with additional responsibility for the Company’s Trade Marketing & Distribution Vertical from August 2012. He led ITC Infotech India Limited, a wholly owned subsidiary of ITC, as its Managing Director from May 2006 to August 2009. Puri served between October 2001 and April 2006 as the Managing Director of Surya Nepal Private Limited, a joint venture subsidiary company of ITC in Nepal. Spearheading the ‘ITC Next’ vision, Mr. Puri has driven an extensive strategy reset to define new vectors of growth for each business with greater focus on consumer-centricity, agility, resilience and innovation to build an even more competitive, future-ready and inclusive enterprise. Mr. Puri’s emphasis on purposeful and cutting-edge innovation has led to the creation of sharp focused R&D platforms in areas aligned to market opportunities, that is continuously developing several differentiated as well as first-to-market products addressing the dynamic and evolving consumer preferences. Given his deep conviction that mega trends like Digital and Sustainability will reshape the future, Mr. Puri has passionately rallied the organisation to develop capabilities, channelise investment and resources to enhance competitiveness of existing businesses, and also identify tech-enabled growth opportunities. Lending new wings to ITC’s credo of ‘Nation First: Sab Saath Badhein’, he has articulated an ambitious Sustainability 2.0 vision that will enlarge ITC’s contributions to a net-zero economy and meaningfully support national priorities.

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Sl. No.	Particulars	Disclosures
		Mr. Puri has served as the Chairman of the Expert Group constituted by the Fifteenth Finance Commission of the Government of India to promote agri-exports, and of the CII National Council on Agriculture. He was also a Member of the CII Policy Council and the technology discussion group ‘Farm to Table - driving India’s agriculture sector digitally’ constituted by the NITI Aayog. Presently, Mr. Puri is the President-Designate of CII. He is the Chairman of the Advisory Council of the CII-ITC Centre of Excellence for Sustainable Development, Co-Chair of the CII Associations Council as well as the CII Membership Council, and a Member of the CII Economic Affairs Council. He is a Director on the Board of US-India Strategic Partnership Forum, Co-Chair of the ‘Business Commission to Tackle Inequality’ set up by the World Business Council for Sustainable Development, Member of the BRICS Business Council, and also a Member of the Governing Body of the National Council of Applied Economic Research. Puri is also the Chairman of the ‘Action Council on ESG in Business’ under the aegis of Business 20 India, the official dialogue forum with the global business community as part of India’s G20 Presidency. Mr. Puri was conferred with the ‘Distinguished Alumnus Award of the year 2018’ by the Indian Institute of Technology, Kanpur. He was bestowed with an Honorary Doctorate by the XIM University, Bhubaneshwar, and also honoured with the ‘IMPACT Person of the Year, 2020’ Award by exchange4media, a leading online news platform.
4.	Disclosure of relationships between Directors	None