ITC Ltd — Capital/Financing Update 2024

Dec 18, 2024

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

==> picture [58 x 70] intentionally omitted <==

18[th] December, 2024

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,

Acquisition of shares of EIH Limited and HLV Limited

Further to our letter dated 24[th] October, 2024, we write to advise that the Company today has acquired 2.44% of the share capital (comprising 1,52,32,129 Equity Shares of 2/- each) of EIH Limited (‘EIH’) and 0.53% of the share capital (comprising 34,60,829 Equity Shares of 2/- each) of HLV Limited (‘HLV’), from Russell Credit Limited, a wholly owned subsidiary of the Company.

Post such acquisition, the Company’s shareholding in EIH and HLV aggregates 16.13% and 8.11%, of their paid-up share capital, respectively.

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the SEBI Master Circular dated 11[th] November, 2024.

Yours faithfully, ITC Limited RAJENDRA Digitally signed by RAJENDRA KUMAR KUMAR SINGHI Date: 2024.12.18 SINGHI 18:20:54 +05'30' (R. K. Singhi) Executive Vice President & Company Secretary

Enclosed: a/a

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

==> picture [43 x 52] intentionally omitted <==

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

==> picture [43 x 52] intentionally omitted <==

Sl. No.	Particulars	Disclosures
1.	Name of the target entity	EIH Limited (EIH)
2.	Whether the acquisition would fall within related party transaction(s)? 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’	Yes, since the shares of EIH have been acquired from Russell Credit Limited (RCL), a wholly owned subsidiary of the Company. No - The Company does not have any promoter / promoter group. The group companies, other than RCL being the seller, do not have any interest in the acquisition. The acquisition of shares was carried out at book value in the books of RCL, and therefore the related party transaction was not on arm’s length basis. Necessary approvals for this purpose have been taken and requisite disclosure(s) will be made in the Annual Report of the Company.
3.	Industry to which the entity being acquired belongs	Hospitality
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 Company has acquired 1,52,32,129 Equity Shares of `2/- each of EIH from RCL in order to consolidate shareholding of EIH under the Company.
5.	Brief details of any governmental or regulatory approvals required for the acquisition	None.
6.	Indicative time period for completion of the acquisition	The Company has completed acquisition of 1,52,32,129 Equity Shares of`2/- each of EIH today i.e. on 18thDecember, 2024.
7.	Consideration - whether cash consideration or share swap or any other form and details of the same	Cash.
8.	Cost of acquisition and / or the price at which the shares are acquired	The shares have been acquired at an aggregate consideration of`111.22 crores (being the book value of the shares in the books of RCL).
9.	Percentage of shareholding / control acquired and_/_or number of shares acquired	The Company has acquired 2.44% of the share capital of EIH (comprising 1,52,32,129 Equity Shares of`2/- each).

==> picture [43 x 52] intentionally omitted <==

Sl. No.	Particulars		Disclosures	Disclosures	Disclosures
10.	Brief background about the entity acquired in terms of products_/_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)		EIH is primarily engaged in owning and managing premium luxury hotels and cruisers under the luxury ‘Oberoi’ and ‘Trident’ brands. EIH is also engaged in flight catering, airport restaurants, project management and corporate air charters. Other details are as follows: Products / line of business of the target entity As stated above Date of incorporation 26thMay, 1949 Last 3 years’ turnover 2023-242,193.47 crores<br>2022-231,773.67 crores 2021-22`860.86 crores Country of operations India
			Products / line of business of the target entity	As stated above
			Date of incorporation	26thMay, 1949
			Last 3 years’ turnover	2023-24	`2,193.47 crores
				2022-23	`1,773.67 crores
				2021-22	`860.86 crores
			Country of operations	India

Annexure 2

==> picture [43 x 52] intentionally omitted <==

Sl. No.	Particulars	Disclosures
1.	Name of the target entity	HLV Limited (HLV)
2.	Whether the acquisition would fall within related party transaction(s)? 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’	Yes, since the shares of HLV have been acquired from Russell Credit Limited (RCL), a wholly owned subsidiary of the Company. No - The Company does not have any promoter / promoter group. The group companies, other than RCL being the seller, do not have any interest in the acquisition. The acquisition of shares was carried out at book value in the books of RCL, and therefore the related party transaction was not on arm’s length basis. Necessary approvals for this purpose have been taken and requisite disclosure(s) will be made in the Annual Report of the Company.
3.	Industry to which the entity being acquired belongs	Hospitality
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 Company has acquired 34,60,829 Equity Shares of `2/- each of HLV from RCL in order to consolidate shareholding of HLV under the Company.
5.	Brief details of any governmental or regulatory approvals required for the acquisition	None.
6.	Indicative time period for completion of the acquisition	The Company has completed acquisition of 34,60,829 Equity Shares of`2/- each of HLV today i.e. on 18thDecember, 2024.
7.	Consideration - whether cash consideration or share swap or any other form and details of the same	Cash.
8.	Cost of acquisition and / or the price at which the shares are acquired	The shares have been acquired at an aggregate consideration of`10.93 crores (being the book value of the shares in the books of RCL).
9.	Percentage of shareholding / control acquired and_/_or number of shares acquired	The Company has acquired 0.53% of the share capital of HLV (comprising 34,60,829 Equity Shares of`2/- each).

==> picture [43 x 52] intentionally omitted <==

Sl. No.	Particulars		Disclosures	Disclosures	Disclosures
10.	Brief background about the entity acquired in terms of products_/_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)		HLV is primarily engaged in the business of owning, operating & managing hotels, palaces and resorts. Other details are as follows: Products / line of business of the target entity As stated above Date of incorporation 20thMarch, 1981 Last 3 years’ turnover 2023-24199.09 crores<br>2022-23172.88 crores 2021-22`73 crores Country of operations India
			Products / line of business of the target entity	As stated above
			Date of incorporation	20thMarch, 1981
			Last 3 years’ turnover	2023-24	`199.09 crores
				2022-23	`172.88 crores
				2021-22	`73 crores
			Country of operations	India