ITC Ltd — Capital/Financing Update 2024

Mar 11, 2024

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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

11[th] March, 2024

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 The Secretary Dept. of Corporate Services The Calcutta Stock BSE Ltd. Exchange Ltd. P. J. Towers 7, Lyons Range Dalal Street Kolkata 700 001 Mumbai 400 001

Dear Sirs,

Acquisition of Shares of Sproutlife Foods Private Limited

Further to our letters dated 17[th] January, 2023, 19[th] April, 2023 and 5[th] May, 2023 on the subject, 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 acquired 2,356 Compulsorily Convertible Preference Shares of Rs. 10/- each of Sproutlife Foods Private Limited (‘Sproutlife’), in terms of the Securities Subscription & Purchase Agreement and the Shareholders Agreement executed on 19[th] April, 2023.

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

Yours faithfully, ITC Limited

RAJENDRA Digitally signed by RAJENDRA KUMAR KUMAR SINGHI Date: 2024.03.11 SINGHI 17:46:25 +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

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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

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			Enclosure
Sl. No.	Particulars	Disclosures
1.	Name of the target entity	Sproutlife Foods Private Limited (‘Sproutlife’).
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 - Sproutlife is an associate company. No - the Company does not have any promoter/ promoter group. The group companies do not have any interest in the acquisition. Yes - the acquisition of Compulsorily Convertible Preference Shares (‘CCPS’) has been done at ‘arm’s length’.
3.	Industry to which the entity being acquired belongs	New and innovative food products.
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)	As advised earlier vide our letter dated 17thJanuary, 2023, the acquisition is in line with the strategy to augment the Company’s future ready portfolio in foods segment. The aforesaid CCPS have been acquired pursuant to a follow-on investment in terms of the Securities Subscription & Purchase Agreement and the Shareholders Agreement executed on 19thApril, 2023 to acquire 100% of the share capital (on a fully diluted basis) of Sproutlife in one or more tranches, subject to the terms and conditions detailed therein.
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 acquired the CCPS today i.e. on 11thMarch, 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	~ Rs. 50 crores.

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Sl. No.	Particulars		Disclosures	Disclosures	Disclosures
9.	Percentage of shareholding / control acquired and_/_or number of shares acquired		With the acquisition of 2,356 CCPS as aforesaid, the Company’s shareholding in Sproutlife aggregates 44.74% of its share capital (on a fully diluted basis) at a total investment of ~ Rs. 225 crores.
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)		Sproutlife is a start-up engaged in the business of manufacturing and selling food products under the trademark ‘Yoga Bar’. Positioned as a digital first brand, Yoga Bar currently has high salience of on-line sales (D2C, e-commerce platforms etc.) with growing presence in offline stores. Other details are as follows: Products_/_line of business of the target entity Manufacture and sale of food products Date of incorporation 13thFebruary, 2015 Last 3 years’ turnover 2022-23 ₹ 88 crores 2021-22 ₹ 68 crores 2020-21 ₹ 39 crores Country of operations India
			Products_/_line of business of the target entity	Manufacture and sale of food products
			Date of incorporation	13thFebruary, 2015
			Last 3 years’ turnover	2022-23	₹ 88 crores
				2021-22	₹ 68 crores
				2020-21	₹ 39 crores
			Country of operations	India