ITC Ltd — Capital/Financing Update 2023

Jun 19, 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

19[th] June, 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 Mother Sparsh Baby Care Private Limited (‘Mother Sparsh’)

We write to advise that the Company today has entered into definitive agreements to acquire further 857 Compulsorily Convertible Preference Shares of ₹ 10/- each of Mother Sparsh. The said shares, once acquired, will take the Company’s shareholding in Mother Sparsh from 22% to 26.50% (on a fully diluted basis).

Enclosed please find relevant disclosure pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Yours faithfully, ITC Limited

RAJENDRA Digitally signed by RAJENDRA KUMAR KUMAR SINGHI Date: 2023.06.19 SINGHI 19:04:24 +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 Yes, since Mother Sparsh is an Associate
within related party transaction(s)? company.
And whether the promoter I No. The Company does not have any promoter.
promoter group I group companies The group companies also do not have any
have any interest in the entity being interest in the proposed acquisition.
acquired? If yes, nature of interest
and details thereof and whether the The aforesaid acquisition will be done at ‘arm’s
same is done at 'arm's length'. length’.
3. Industry to which the entity being Personal care.
acquired belongs
4. Objects and effects of acquisition The Company has on 19 [th] June, 2023 executed
(including but not limited to, definitive agreements, i.e. :
disclosure of reasons for acquisition
of target entity, if its business is (i) a Share Subscription Agreement to acquire
outside the main line of business of 857 Compulsorily Convertible Preference
the listed entity) 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.
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 40 days from the date of execution of the
Agreements referred to in (4) above or such other
date which is mutually agreed between the
Parties.
7. Nature of consideration - whether Cash.
cash consideration or share swap
and details of the same
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Sl. Particulars Disclosures
No.
8. Cost of acquisition or the price at ₹ 11.54 crores (approx.)
which the shares are acquired
9. Percentage of shareholding I 857 Compulsorily Convertible Preference
control acquired and I or number of Shares of ₹10/- each of Mother Sparsh are
shares acquired proposed to be acquired. Post such acquisition,
the total shareholding percentage of the
Company in Mother Sparsh will increase from
22% to 26.50% (on a fully diluted basis).
10. Brief background about the entity Mother Sparsh is a premium ayurvedic and
acquired in terms of products I 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 I line of As stated above
information (in brief) business of the
target entity
Date of 5 [th] February, 2016
incorporation
Last 3 years’ 2022-23 ₹ 48.41 crores
turnover 2021-22 ₹ 33.53 crores
2020-21 ₹ 15.57 crores
Country of India
operations
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