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

==> picture [59 x 70] intentionally omitted <==

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

==> 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 [44 x 52] intentionally omitted <==

		Annexure 1
Sl. No.	Particulars	Disclosures
1.	Name of the target entity	International Travel House Limited (ITHL)
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 ITHL are being acquired from Russell Credit Limited (RCL), a wholly owned subsidiary of ITC Limited (ITC / Company). ITC does not have any promoter / promoter group. The Company’s group companies do not have any interest in the proposed acquisition, other than RCL being the seller. In addition, Russell Investments Limited, an associate company, also holds 12.73% shares in ITHL. The proposed acquisition of shares will be carried out at book value in the books of RCL, and therefore the related party transaction will not be at arm’s length. Necessary approvals have been taken by the Company in this connection, and requisite disclosure(s) will be made in the Annual Report of the Company.
3.	Industry to which the entity being acquired belongs	Travel and Tourism
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)	Off Market inter-se transfer of equity shares between holding company (ITC) and its wholly owned subsidiary (RCL), who are named as promoters in the shareholding pattern of the Target Company in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the last three years, pursuant to Share Purchase Agreement entered into amongst ITC and RCL to streamline the investments.
5.	Brief details of any governmental or regulatory approvals required for the acquisition	None
6.	Indicative time period for completion of the acquisition	The acquisition of shares is expected to be completed within 15 days from 15thMarch, 2024 i.e. the date of execution of the Share Purchase Agreement.

==> picture [44 x 52] intentionally omitted <==

Sl. No.	Particulars		Disclosures	Disclosures	Disclosures
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 are being acquired at an aggregate price of`21,21,58,031/- (being the book value of shares in the books of RCL).
9.	Percentage of shareholding_/_control acquired and_/_or number of shares acquired		Post the aforesaid acquisition, the total shareholding of the Company in ITHL will increase from 3.60% to 48.96%.
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)		ITHL offers a range of business travel solutions for domestic and international travel including air ticketing, car rentals, hotel arrangements, meetings & events, leisure services and foreign exchange. Other details are as follows: Products_/_line of business of the target entity As stated above Date of incorporation 29thJune, 1981 Last 3 years’ turnover 2022-23184.05 crores<br>2021-2294.21 crores 2020-21`59.39 crores Country of operations India
			Products_/_line of business of the target entity	As stated above
			Date of incorporation	29thJune, 1981
			Last 3 years’ turnover	2022-23	`184.05 crores
				2021-22	`94.21 crores
				2020-21	`59.39 crores
			Country of operations	India

Annexure 2

==> picture [44 x 52] intentionally omitted <==

Sl. No.	Particulars	Disclosures
1.	Name of the target entity	Maharaja Heritage Resorts Limited (MHRL)
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 MHRL are being acquired from Russell Credit Limited (RCL), a wholly owned subsidiary if ITC Limited (ITC / Company). ITC does not have any promoter / promoter group. The Company’s group companies do not have any interest in the proposed acquisition, other than RCL being the seller. The proposed acquisition of shares will be carried out at book value in the books of RCL, and therefore the related party transaction will not be at arm’s length. Necessary approvals have been taken by the Company in this connection, and requisite disclosure(s) will be made in the Annual Report of the Company.
3.	Industry to which the entity being acquired belongs	Operation of hotel properties
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)	MHRL is a joint venture company of ITC with Jodhana Heritage Resorts Private Limited. The proposed transfer of shares of MHRL between holding company (ITC) and its wholly owned subsidiary (RCL), pursuant to Share Purchase Agreement entered into amongst ITC and RCL to streamline the investments.
5.	Brief details of any governmental or regulatory approvals required for the acquisition	None
6.	Indicative time period for completion of the acquisition	The acquisition of shares is expected to be completed within 15 days from 15thMarch, 2024 i.e. the date of execution of the Share Purchase Agreement.
7.	Consideration - whether cash consideration or share swap or any other form and details of the same	Cash

==> picture [44 x 52] intentionally omitted <==

Sl. No.	Particulars		Disclosures	Disclosures	Disclosures
8.	Cost of acquisition and / or the price at which the shares are acquired		The shares are being acquired at an aggregate price of`90,00,000/- (being the book value of shares in the books of RCL).
9.	Percentage of shareholding_/_control acquired and_/_or number of shares acquired		Post the aforesaid acquisition, the total shareholding of the Company in MHRL will increase from 25% to 50%.
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)		MHRL provides Franchise & Marketing Services to 37 operational hotel properties spread across 15 states with its WelcomHeritage brand portfolio comprising Legend Hotels, Heritage Hotels and Nature Resorts, which provide uniquely differentiated offerings to guests in the cultural, heritage and adventure tourism segments, respectively. Other details are as follows: Products / line of business of the target entity As stated above Date of incorporation 28thAugust, 1995 Last 3 years’ turnover 2022-237.16 crores<br>2021-224.70 crores 2020-21`2.27 crores Country of operations India
			Products / line of business of the target entity	As stated above
			Date of incorporation	28thAugust, 1995
			Last 3 years’ turnover	2022-23	`7.16 crores
				2021-22	`4.70 crores
				2020-21	`2.27 crores
			Country of operations	India