ITC Ltd — Capital/Financing Update 2025

Jan 27, 2025

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28[th] January, 2025

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,

Apportionment of cost of acquisition of Ordinary Shares of ITC Limited and Equity Shares of ITC Hotels Limited (ITCHL) - Revised

Reference to our letter dated 27[th] January, 2025 on the captioned subject, kindly note that in the illustration under Point no. 3 of the communication, the total cost of acquisition of 100 shares of ITCHL should read as **54,040/-** , _instead of_ 50,040/-.

In the context of the above, please find enclosed the revised communication (incorporating the aforesaid change) on the subject matter.

Yours faithfully, ITC Limited RAJENDRA Digitally signed by RAJENDRA KUMAR KUMAR SINGHI Date: 2025.01.28 SINGHI 00:31:58 +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

GENERAL GUIDANCE FOR THE SHAREHOLDERS

1. The Hon’ble National Company Law Tribunal, Kolkata Bench, vide Order dated October 4, 2024, has sanctioned the Scheme of Arrangement amongst ITC Limited (‘ITC’) and ITC Hotels Limited (‘ITCHL’) and their respective shareholders and creditors (‘Scheme’) providing, inter alia , for demerger, transfer and vesting of the Hotels Business (Demerged Undertaking as defined in the Scheme) from ITC into ITCHL on a going concern basis and issue of Equity Shares by ITCHL to the shareholders of ITC in consideration thereof, in accordance with the provisions of Section 2(19AA) of the Income-tax Act, 1961 (‘the Act’). The Scheme became effective from 1[st] January, 2025.

2. In accordance with the provisions of the Scheme, ITCHL has 125,11,71,040 Equity Shares of 1/- each to the shareholders of ITC whose names were recorded in the Register of Members of ITC or in the Register of Beneficial Owners maintained by the Depositories as on the Record Date (i.e., January 6, 2025) ratio of 1 (One) fully paid-up Equity Share of every 10 (Ten) fully paid-up Ordinary Shares of ` 1/- (Rupee One) each held in ITC (‘Share Entitlement Ratio’).

3. For the purpose of determining post demerger cost of acquisition of the Ordinary Shares of ITC and the Equity Shares of ITCHL, shareholders may apportion their total cost of acquisition of ITC shares in the following manner:

Sl. No.	Name of the Entity	% of Total Cost of Acquisition of Ordinary Shares of ITC Limited
1	ITC Limited	86.49
2	ITC Hotels Limited	13.51

For example, if 1,000 Ordinary Shares of ITC were purchased at 400/- per share by a shareholder, the total cost of acquisition would amount to 4,00,000/- before the demerger. Based on the Share Entitlement Ratio, 100 shares of ITCHL would be allotted to the said shareholder. The total cost of acquisition of 4,00,000/- would be apportioned in the aforesaid ratio - 3,45,960/- (86.49% of 4,00,000/-) being the total cost of acquisition of 1,000 ITC shares and 54,040/- (13.51% of ` 4,00,000/-) being the total cost of acquisition of 100 shares of ITCHL.

1. It may be noted that as per Section 47(vid) of the Act, the aforesaid issue of Equity Shares by ITCHL pursuant to the Scheme will not be regarded as transfer; further, in terms of Explanation 1(i)(g) to Section 2(42A) of the Act, the date of acquisition of the Ordinary Shares of ITC will be deemed to be the date of acquisition for the Equity Shares of ITCHL.

Please note that this communication is merely for general guidance to the shareholders and should not be construed as a substitute for any independent opinion that shareholders may obtain. Shareholders are advised to consult their own consultants / tax advisors to understand specific tax implications in their respective cases. ITC takes no express or implied liability in relation to this guidance.

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