ITC Ltd — Capital/Financing Update 2022

Oct 18, 2022

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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

18[th] October, 2022

The Manager The General Manager Listing Department Dept. of Corporate Services National Stock Exchange of BSE Ltd. India Ltd. P. J. Towers Exchange Plaza, Dalal Street Plot No. C-1, G Block Mumbai 400 001 Bandra-Kurla Complex Bandra (East) Mumbai 400 051

The Secretary The Calcutta Stock Exchange Ltd. 7, Lyons Range Kolkata 700 001

Dear Sirs,

Agreement to acquire further shares in Mother Sparsh Baby Care Private Limited (‘Mother Sparsh’)

15[th] March, 2022 in connection with acquisition of 16% of the share capital of Mother Sparsh (on a fully diluted basis).

We write to advise that the Company today has entered into an agreement to acquire further 1000 Compulsorily Convertible Preference Shares of ₹ 10/- each of Mother Sparsh. The said shares, once acquired, will take the Company’s shareholding in Mother Sparsh to 22% (on a fully diluted basis).

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Yours faithfully, ITC Limited

RAJENDRA Digitally signed by RAJENDRA KUMAR KUMAR SINGHI SINGHI Date: 2022.10.18 20:08:01 +05'30'

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

Encl. as above.

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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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

Enclosure

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Sl. Particulars Disclosures
No.
1. Name of the target entity Mother Sparsh Baby Care Private Limited
('Mother Sparsh').
2. Whether the acquisition would fall No.
within related party transaction(s)
and whether the promoter /
promoter group / group companies
have any interest in the entity being
acquired? If yes, nature of interest
and details thereof and whether the
same is done at 'arm's length'
3. Industry to which the entity being Personal care.
acquired belongs
4. Objects and effects of acquisition The current shareholding of the Company in
(including but not limited to, Mother Sparsh is 16% (on a fully diluted basis).
disclosure of reasons for acquisition
of target entity, if its business is The Company has executed (i) a Share
outside the main line of business of Subscription Agreement on 18 [th] October, 2022 to
the listed entity) acquire 1000 Compulsorily Convertible
Preference Shares of ₹ 10/- each of
Mother Sparsh, subject to completion of
conditions precedent; and (ii) an Amended and
Restated Shareholders' Agreement in connection
with such proposed acquisition.
Upon completion of the aforesaid acquisition, the
Company’s shareholding in Mother Sparsh would
aggregate 22% of its share capital (on a fully
diluted basis).
The said acquisition is in line with the Company’s
continued interest in the fast growing direct to
consumer (D2C) space in the 'personal care'
category.
5. Brief details of any governmental None.
or regulatory approvals required
for the acquisition
6. Indicative time period for This share acquisition is expected to be completed
completion of the acquisition within ten days of the execution of the agreements
referred to in (4) above.
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Sl. Particulars Disclosures
No.
7. Nature of consideration - whether Cash.
cash consideration or share swap
and details of the same
8. Cost of acquisition or the price at ₹ 13.50 crores (approx.)
which the shares are acquired
9. Percentage of shareholding / 1000 Compulsorily Convertible Preference
control acquired and / or number of Shares of ₹ 10/- each of Mother Sparsh are
shares acquired proposed to be acquired.
The total shareholding percentage of the
Company in Mother Sparsh after the proposed
acquisition shall stand at 22% (on a fully diluted
basis).
10. Brief background about the entity Mother Sparsh is a premium ayurvedic and
acquired in terms of products / line natural personal care start-up in the D2C space,
of business acquired, date of with focus on mother and baby care segments.
incorporation, history of last 3
years turnover, country in which Other details are as follows:
the acquired entity has presence
and any other significant Products / line of As stated above
information (in brief) business of the
target entity
Date of 5 [th] February, 2016
incorporation
Last 3 years’ 2021-22 ₹ 33.53 crores
turnover 2020-21 ₹ 15.57 crores
2019-20 ₹ 3.36 crores
Country of India
operations
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