ITC Ltd — Capital/Financing Update 2023

Oct 18, 2023

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18[th] October, 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 Dept. of Corporate Services BSE Ltd. P. J. Towers Dalal Street Mumbai 400 001

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

Dear Sirs,

Agreement to acquire further shares in Delectable Technologies Private Limited

We write to advise, pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), that the Company has today entered into definitive agreements to acquire further 2,286 Equity Shares of ₹ 10/- each of Delectable Technologies Private Limited (‘Delectable’), an associate company, subject to completion of agreed conditions precedent. The said shares, once acquired, will take the Company’s shareholding in Delectable from 33.42% to 39.32% (on a fully diluted basis).

Summarised details of the proposed acquisition, as required under Regulation 30 of the Listing Regulations read with the SEBI Circular dated 13[th ] July, 2023, are enclosed.

Yours faithfully, ITC Limited RAJENDR Digitally signed by RAJENDRA A KUMAR KUMAR SINGHI Date: 2023.10.18 SINGHI 17:50:01 +05'30' (R. K. Singhi) Executive Vice President & Company Secretary

Encl: a/a

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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. No.	Particulars	Disclosures
1.	Name of the target entity	Delectable Technologies Private Limited (‘Delectable’)
2.	Whether the acquisition would fall within related party transaction(s)? Whether the promoter I promoter group I 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'?	Yes, since Delectable is an associate company. No. The Company does not have any promoter / promoter group. The group companies do not have any interest in the proposed acquisition. The aforesaid acquisition will be done at ‘arm’s length’.
3.	Industry to which the entity being acquired belongs	Delectable is engaged, inter alia, in fabricating vending machines and app based sale of FMCG products through such machines primarily installed across office locations.
4.	Objects and impact of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity)	The said acquisition will, inter alia, further strengthen presence of ITC’s FMCG products in the emerging distribution channel of vending machines.
5.	Brief details of any governmental or regulatory approvals required for the acquisition	None
6.	Indicative time period for completion of the acquisition	The share acquisition is expected to be completed within 30 days from the date of execution of the definitive agreements (viz. Share Subscription Agreement and Amended and Restated Shareholders’ Agreement) or such other date as may be mutually agreed between the Parties.
7.	Consideration - whether cash consideration or share swap or any other form and details of the same	Cash.

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8.	Cost of acquisition and/ or the price at which the shares are acquired		₹ 3.50 crores (approx.)	₹ 3.50 crores (approx.)	₹ 3.50 crores (approx.)
9.	Percentage of shareholdingI control acquired and_I_or number of shares acquired		2,286 Equity Shares of ₹ 10/- each of Delectable are proposed to be acquired. Post such acquisition, the total shareholding percentage of the Company in Delectable will increase from 33.42% to 39.32% (on a fully diluted basis).
10.	Brief background about the entity acquired in terms of products_I_line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief)		Delectable is a start-up founded by Mr. Satvik Sarwade, an IITian, in 2014 and is engaged, inter alia, in fabricating vending machines and app based sale of FMCG products through such machines primarily installed across office locations. Other details are provided below- Products/ line of business of the entity As stated above Date of incorporation 16thSeptember, 2014 Last 3 years’ turnover 2022-23 ₹ 314.75 lakhs 2021-22 ₹ 113.63 lakhs 2020-21 ₹89.25lakhs Country of operations India
			Products/ line of business of the entity	As stated above
			Date of incorporation	16thSeptember, 2014
			Last 3 years’ turnover	2022-23	₹ 314.75 lakhs
				2021-22	₹ 113.63 lakhs
				2020-21	₹89.25lakhs
			Country of operations	India