ITC Ltd — Capital/Financing Update 2024

Mar 15, 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

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15[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 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,

Acquisition of Shares

Further to our letter dated 14[th] August, 2023 on the subject, we write to advise that the Company has today entered into a Share Purchase Agreement with its wholly owned subsidiary, Russell Credit Limited, for acquisition of (i) 36,26,633 Equity Shares of Rs. 10/- each of International Travel House Limited (ITHL), a listed associate company, representing 45.36% of ITHL’s share capital, and (ii) 90,000 Equity Shares of Rs. 100/- each of Maharaja Heritage Resorts Limited (MHRL), an unlisted joint venture company, representing 25% of MHRL’s share capital.

Details of the aforesaid acquisition pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the SEBI Circular dated 13[th] July, 2023 are given in Annexures 1 and 2 , respectively.

Yours faithfully, ITC Limited

RAJENDRA Digitally signed by RAJENDRA KUMAR KUMAR SINGHI Date: 2024.03.15 SINGHI 18:05:04 +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

Annexure 1

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		Annexure 1
Sl.No.	Particulars	Disclosures
1.	Name of the target entity	International Travel House Limited (ITHL)
2.	Whether the acquisition would fallwithin related party transaction(s)?Whether the promoter / promotergroup / group companies have anyinterest in the entity being acquired?If yes, nature of interest and detailsthereof and whether the same is doneat ‘arm’s length’	Yes, since the shares of ITHL are being acquiredfrom Russell Credit Limited (RCL), a wholly ownedsubsidiary of ITC Limited (ITC / Company).ITC does not have any promoter / promoter group.The Company’s group companies do not have anyinterest in the proposed acquisition, other than RCLbeing the seller. In addition, Russell InvestmentsLimited, an associate company, also holds 12.73%shares in ITHL.The proposed acquisition of shares will be carriedout at book value in the books of RCL, and thereforethe related party transaction will not be at arm’slength. Necessary approvals have been taken by theCompany inthisconnection, andrequisitedisclosure(s) will be made in the Annual Report ofthe Company.
3.	Industry to which the entity beingacquired belongs	Travel and Tourism
4.	Objects and impact of acquisition(includingbutnotlimitedto,disclosure of reasons for acquisition oftarget entity, if its business is outsidethe main line of business of the listedentity)	Off Market inter-se transfer of equity shares betweenholding company (ITC) and its wholly ownedsubsidiary (RCL), who are named as promoters inthe shareholding pattern of the Target Company interms of the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 for thelast three years, pursuant to Share PurchaseAgreement entered into amongst ITC and RCL tostreamline the investments.
5.	Brief details of any governmental orregulatory approvals required for theacquisition	None
6.	Indicative time period for completionof the acquisition	The acquisition of shares is expected to be completedwithin 15 days from 15thMarch, 2024 i.e. the date ofexecution of the Share Purchase Agreement.

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Sl.No.	Sl.No.	Sl.No.	Particulars	Particulars		Disclosures	Disclosures	Disclosures	Disclosures	Disclosures
7.			Consideration-whethercashconsideration or share swap or anyother form and details of the same			Cash
8.			Cost of acquisition and / or the price atwhich the shares are acquired			The shares are being acquired at an aggregateprice of`21,21,58,031/- (being the book value ofshares in the books of RCL).
						.
9.			Percentage of shareholding**_/control**acquired and**/_or number of shares**			Post the aforesaid acquisition, the total shareholdiof the Company in ITHL will increase from 3.6
			acquired
10.			Brief background about the entityacquired in terms of products / line ofbusinessacquired,dateofincorporation,historyoflast			ITHL offers a range of business travel solutions fordomestic and international travel including airticketing, car rentals, hotel arrangements, meetings& events, leisure services and foreign exchange.
			3 years turnover,acquired entity h	country in which theas presence and any		Other details are as follo		ws:
			other significant i	nformation (in brief)				tated above
						Products**_/_line of**business of the	As s	tated above
						target entity
						Dateof	29th	June 1981
						incorporation	,
						Last3years’turnover	2022-23		`184.05 crores
							2021-22		`94.21 crores
							2020-21		`59.39 crores
						Countryofoperations	India

Annexure 2

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Sl.No.	Particulars	Disclosures
1.	Name of the target entity	Maharaja Heritage Resorts Limited (MHRL)
2.	Whether the acquisition would fallwithin related party transaction(s)?Whether the promoter / promotergroup / group companies have anyinterest in the entity being acquired?If yes, nature of interest and detailsthereof and whether the same is doneat ‘arm’s length’	Yes, since the shares of MHRL are being acquiredfrom Russell Credit Limited (RCL), a wholly ownedsubsidiary if ITC Limited (ITC / Company).ITC does not have any promoter / promoter group.The Company’s group companies do not have anyinterest in the proposed acquisition, other than RCLbeing the seller.The proposed acquisition of shares will be carried outat book value in the books of RCL, and therefore therelated party transaction will not be at arm’s length.Necessary approvals have been taken by the Companyin this connection, and requisite disclosure(s) will bemade in the Annual Report of the Company.
3.	Industry to which the entity beingacquired belongs	Operation of hotel properties
4.	Objects and impact of acquisition(includingbutnotlimitedto,disclosure of reasons for acquisitionof target entity, if its business isoutside the main line of business ofthe listed entity)	MHRL is a joint venture company of ITC withJodhana Heritage Resorts Private Limited.The proposed transfer of shares of MHRL betweenholding company (ITC) and its wholly ownedsubsidiary (RCL), pursuant to Share PurchaseAgreement entered into amongst ITC and RCL tostreamline the investments.
5.	Brief details of any governmental orregulatory approvals required forthe acquisition	None
6.	Indicative time period for completionof the acquisition	The acquisition of shares is expected to be completedwithin 15 days from 15thMarch, 2024 i.e. the date ofexecution of the Share Purchase Agreement.
7.	Consideration-whethercashconsideration or share swap or anyother form and details of the same	Cash

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Sl.No.	Particulars		Disclosures	Disclosures	Disclosures
8.	Cost of acquisition and / or the priceat which the shares are acquired		The shares are being acquired at an aggregateprice of`90,00,000/- (being the book value of sharesin the books of RCL).
9.	Percentage of shareholding**_/control**acquired and**/_or number of shares**acquired		Post the aforesaid acquisition, the total shareholding ofthe Company in MHRL will increase from25% to 50%.
10.	Brief background about the entityacquired in terms of products / line ofbusinessacquired,dateofincorporation,historyoflast3 years turnover, country in whichthe acquired entity has presence andany other significant information (inbrief)		MHRL provides Franchise & Marketing Services to37 operational hotel properties spread across 15 stateswith its WelcomHeritage brand portfolio comprisingLegend Hotels, Heritage Hotels and Nature Resorts,which provide uniquely differentiated offerings toguests in the cultural, heritage and adventure tourismsegments, respectively.Other details are as follows:Products / line ofbusiness of thetarget entityAs stated aboveDateofincorporation28thAugust, 1995Last3years’turnover2022-237.16 crores<br>2021-224.70 crores2020-21`2.27 croresCountryofoperationsIndia
			Products / line ofbusiness of thetarget entity	As stated above
			Dateofincorporation	28thAugust, 1995
			Last3years’turnover	2022-23	`7.16 crores
				2021-22	`4.70 crores
				2020-21	`2.27 crores
			Countryofoperations	India