ITC Ltd — Capital/Financing Update 2021

Nov 26, 2021

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		Enclosure
Sl.No.	Particulars	Disclosures
1.	Nameofthetargetentity	Mother Sparsh Baby Care Private Limited('Mother Sparsh').
2.	Whethertheacquisitionwouldfallwithinrelatedpartytransaction(s)andwhetherthepromoter_I_promotergroup_I_groupcompanieshaveanyinterestintheentitybeingacquired?Ifyes,natureofinterestanddetailsthereofandwhetherthesameisdoneat'arm'slength'	No.
3.	Industrytowhichtheentitybeingacquiredbelongs	Personal care.
4.	Objectsandeffectsofacquisition(includingbutnotlimited to, disclosureofreasonsforacquisitionoftargetentity,ifits business isoutsidethemainlineofbusinessofthelisted entity)	The Company has entered into a Share SubscriptionAgreement on26thNovember, 2021 to acquire16%ofthe share capitalofMother Sparsh(on a fully diluted basis), subject to completionofconditions precedent, and a Shareholders'Agreement m connection with such proposedacquisition.The said acquisition will, inter alia, enable accessto the fast growing direct to consumer (D2C) spacein the 'personal care' category, which has beenidentified by the Company as an areaofinterest.
5.	Briefdetailsofanygovernmentalorregulatoryapprovalsrequiredfortheacquisition	None.
6.	Indicativetimeperiodforcompletionoftheacquisition	This share acquisition is expected to be completed,m two tranches, within 8 months from thedateofexecutionofthe Agreements referred to in(4) above.
7.	Natureofconsideration- whethercashconsiderationorshareswapanddetailsofthesame	Cash.-$,"\JMt~

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Sl.No.	Particulars	Disclosures	Disclosures	Disclosures
8.	Costofacquisitionorthe priceatwhichthesharesareacquired	~20 crores.
9.	Percentageofshareholding_I_controlacquiredand_I_ornumberofsharesacquired	16%ofthe share capitalofMother Sparsh(on a fully diluted basis) is proposed to be acquired(100 Equity Shares and 1980 CompulsorilyConvertible Preference Shares).
10.Briefbackgroundabouttheentityacquiredintermsofproducts_I_lineofbusinessacquired,dateofincorporation,historyoflast 3 yearsturnover,countryin which theacquiredentity has presenceandanyothersignificant information(in brief)		Mother Sparsh is a premium ayurvedic and naturalpersonal care start-up in the D2C space, with focuson mother and baby care segments. Other detailsare as follows:
		Products_I_lineof businessofthetargetentityDateof incorporationLast3years'turnoverCountryofIoperations		As stated above
				5thFebruary, 2016
				2020-21~15.44 crores2019-20~3.36 crores2018-19~1.13 croresndia
			I

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Media Statement 26[th] November,2021

ITC to acquire 16% stake in Mother Sparsh, a D2C ayurvedic and natural personal care brand

Kolkata: ITC agrees to invest in Mother Sparsh Baby Care Private Limited (‘Mother Sparsh’), a premium ayurvedic and natural personal care brand in the D2C space with a focus on the mother and baby care segment. It has a wide range of baby and mother care products that leverages the wisdom and knowledge of Ayurveda for potent product delivery.

ITC has agreed to acquire 16% of the share capital of Mother Sparsh on a fully diluted basis.

This investment is in line with the ‘ITC Next’ strategy articulated by Chairman Sanjiv Puri which aims to build a future ready organization with a digital first culture. One of the identified pillars of this strategy is to accelerate digital transformation by developing digital first FMCG brands. ITC has also been focusing on strengthening D2C platforms of distribution and has created a vibrant ITC eStore .

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Recognising the significant potential of naturals and Ayurveda, ITC has taken this strategic step forward to invest in this segment. Over the last few years, ITC has been engaging with the start-up ecosystem whilst also exploring innovative distribution channels.

Commenting on the development, Sameer Satpathy, Chief Executive, Personal Care Products Business, ITC stated – “We believe that this investment provides an exciting opportunity which is in alignment with our aspiration to have a significant play both in the naturals and ayurvedic segment as well as in the D2C channel. Mother Sparsh has, within a short span of time, evolved into an effective D2C brand with a range of innovative products and a lot of promise.”

Speaking on this investment from ITC, Himanshu, CEO, Mother Sparsh said – “We are delighted that ITC has come forward to invest in our company which has been growing from strength to strength every year. ITC has been a frontrunner in developing a portfolio of vibrant FMCG brands and has been making giant strides in this space through focus on innovation and digitalization. We believe that this partnership will provide a unique synergy of strengths to build our brand further.”

Copy forwarded, with compliments: Nazeeb Arif Executive Vice President & Head, Corporate Communications Department ITC Limited