ITC Ltd — Capital/Financing Update 2025

Jun 13, 2025

13[th] June, 2025

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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 Sresta Natural Bioproducts Private Limited

Further to our letter dated 17[th] April, 2025, we write to advise that the Company today has acquired the entire share capital (comprising 1,87,48,858 Equity Shares of ` 10/- each) of Sresta Natural Bioproducts Private Limited (‘SNBPL’). Confirmation to this effect has been received by the Company today at 8:50 p.m.

Consequently, SNBPL has become a wholly owned subsidiary of the Company and its subsidiaries viz., Fyve Elements LLC, USA and Sresta Global FZE, UAE, have become step-down wholly owned subsidiaries of the Company with effect from 13[th] June, 2025.

Enclosed please find the relevant disclosure pursuant to Regulation 30 of the 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: 2025.06.13 SINGHI 21:00:44 +05'30' (R. K. Singhi) Executive Vice President & Company Secretary

Enclosed: a/a

FMCG ⚫ 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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Sl.No.	Particulars	Particulars	Disclosures
1.	Name of the target entity		Sresta Natural Bioproducts Private Limited (‘SNBPL’).SNBPL has two wholly owned subsidiariesviz.,Fyve Elements LLC, USA and Sresta Global FZE, UAE.
2.	Whethertheacquisitionwould fall within relatedparty transaction(s)?		No.
	Whetherthepromoter/promoter group / groupcompanies have any interestin the entity being acquired?If yes, nature of interest anddetails thereof and whetherthe same is done at ‘arm'slength’
			The Company does not have any promoter /promoter group. The group companies of the Company donot have any interest in SNBPL.
3	Industry to which the entity		Food products primarily organic food products
.	being acquired belongs		, .
4.	Objectsandimpaacquisition (including b	ctofut not	In line with the strategy to augment the Company’s futureready portfolio the transaction is expected to fortify
	limitedto,disclosureasons for acquisiti	reofon of	,ITC’s presence and market standing in the high growthorganic products segment in both Indian and overseas
	target entity, if its busioutside the main libusiness of the listed en	ness isne oftity)	markets.The domestic organic food products industry offerssignificant opportunity of growth on the back of
			increasing health and environmental consciousness, rise inhousehold incomes and new age distribution channels.SNBPL is a pioneer and leading player in the organicpackaged staples category. The company has over theyears built a strong network of appx. 27,500 farmers andappx. 1.4 lakh acres of certified organic land across71 clusters in 10 states. SNBPL has a wide range ofproducts and enjoys strong brand equity and also awell-established presence in the US markets with its owndistribution set-up.
5.	Briefdetailsofanygovernmental or regulatoryapprovals required for theacquisition		None.
6.	Indicative time period forcompletion of the acquisition		The Company has completed acquisition of 100% of theshare capital of SNBPL today i.e., on 13thJune, 2025.

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Sl.No.	Particulars		Disclosures	Disclosures	Disclosures
7.	Consideration - whether cashconsideration or share swapor any other form and detailsof the same		Cash.
8.	Cost of acquisition and / orthe price at which the sharesare acquired		Upfront consideration of400 crores on a cash-free<br>debt-free basis, subject to customary adjustments as<br>set out in the Share Purchase Agreements. In addition,<br>consideration of up to72.50 crores is payable in the next24 months.
9.	Percentage of shareholding /control acquired and / ornumber of shares acquired		The Company has acquired 100% of the share capital ofSNBPL(comprising 1,87,48,858 Equity Shares of`10/- each).
10.	Brief background about theentity acquired in terms ofproducts / line of businessacquired,dateofincorporation, history of last3 years turnover, country inwhich the acquired entity haspresenceandanyothersignificant information (inbrief)		SNBPL is primarily engaged in the business ofmanufacturing and selling organic food products under the‘24 Mantra Organic’ brand.Other details are as follows:Products**_/_line of business**of the target entityAs stated aboveDate of incorporation9thMarch, 2004Last 3 years’ turnover(consolidated)2023-24306.1 crores<br>2022-23327.3 crores2021-22`326.7 croresCountry of operationsIndia
			Products**_/_line of business**of the target entity	As stated above
			Date of incorporation	9thMarch, 2004
			Last 3 years’ turnover(consolidated)	2023-24	`306.1 crores
				2022-23	`327.3 crores
				2021-22	`326.7 crores
			Country of operations	India