ITC Ltd — Capital/Financing Update 2025

Aug 1, 2025

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1[st] August, 2025 The Manager The General Manager The Secretary Listing Department Dept. of Corporate Services The Calcutta Stock National Stock Exchange of BSE Ltd. Exchange Ltd. India Ltd. P. J. Towers 7, Lyons Range Exchange Plaza Dalal Street Kolkata 700 001 Plot No. C-1, G Block Mumbai 400 001 Bandra-Kurla Complex Bandra (East) Mumbai 400 051

Dear Sirs,

Scheme of Amalgamation of Sresta Natural Bioproducts Private Limited and Wimco Limited with the Company

We write to advise that the Board of Directors of the Company at the meeting held today i.e., 1[st] August, 2025 has approved the Scheme of Amalgamation of Sresta Natural Bioproducts Private Limited (‘SNBPL’) and Wimco Limited (‘Wimco’), wholly owned subsidiaries, with the Company under Sections 230 and 232 of the Companies Act, 2013.

The aforesaid Scheme of Amalgamation, which is subject to necessary approvals, will take effect from 13[th] June, 2025 and 1[st] April, 2025 for amalgamation of SNBPL and Wimco, respectively.

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.

The Board Meeting commenced at 2.30 p.m. and concluded at 5.05 p.m.

Yours faithfully, ITC Limited RAJENDRA Digitally signed by RAJENDRA KUMAR KUMAR SINGHI Date: 2025.08.01 SINGHI 17:17:56 +05'30'

(R. K. Singhi) Executive Vice President & Company Secretary

Encl: as above.

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		Disclosures
1.	Name of the entities forming part of the amalgamation / merger, details in brief such as, size, turnover etc.		Transferor Companies-Sresta Natural Bioproducts Private Limited (‘SNBPL’) and Wimco Limited (‘Wimco’) Transferee Company-ITC Limited (‘ITC’) Details of the Transferor Companies and the Transferee Company are as follows: (`in crores) Particulars SNBPL Wimco ITC Financial Year 2023-24 2024-25 2024-25 Total Assets 160.6 5.7 84,009.2 Turnover 226.6 2.6 73,464.6 Net Worth 39.4 (3.6) 65,607.7 Note: Based on last Audited Standalone Financial Statements
2.	Whether the transaction would fall within related party transactions? If yes, whether the same is done at “arm’s length”		SNBPL and Wimco, being wholly owned subsidiaries, are related parties of ITC. Accordingly, transfer of all assets, liabilities, rights, obligations and employees of SNBPL and Wimco to ITC, as part of the proposal for amalgamation, will be at arm’s length.
3.	Area of business of the entities		Transferor Companies: ➢ SNBPL is primarily engaged in the business of manufacture and sale of organic packaged food products (staples, spices, processed foods etc.) under the brand name ‘24 Mantra Organic’. ➢ Wimco presently does not have any major operations. It was earlier engaged in the engineering business of fabricating / assembling tube-filling & cartoning machines and providing allied services. Wimco owns about 1 acre of land in Ambernath, Maharashtra, which is contiguous to the 17 acre land parcel owned by ITC. Transferee Company: ITC is one of India’s leading private sector companies and a diversified conglomerate with businesses spanning Fast Moving Consumer Goods (Cigarettes & Cigars, Branded Packaged Foods, Personal Care Products, Education & Stationery Products, Safety Matches and Agarbattis), Paperboards, Paper and Packaging, and Agri Business.

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Sl. No.	Particulars	Disclosures
4.	Rationale for amalgamation / merger	The proposed amalgamation of SNBPL and Wimco with ITC will, inter alia, have the following benefits: (a) Unlock value creation opportunities for the organic packaged foods business by driving synergies in areas such as product development & innovation, sourcing, manufacturing, supply chain and distribution, leveraging competencies residing in SNBPL and ITC. (b) The combined operationswill becarried on more efficiently and economically as a result, inter alia, of pooling and more effectively utilising the combined resources, reducing overheads, costs and expenses, achieving economies of scale, eliminating duplication of work and rationalising & reducing compliance requirements facilitated by the amalgamation. (c) More efficient utilisation of capital and creation of a consolidated base for future growth. The amalgamation will also enable greater efficiency in cash management and unfettered access to cash flows generated by the combined operations.
5.	In case of cash consideration – amount or otherwise share exchange ratio	Since SNBPL and Wimco are wholly owned subsidiaries of ITC, all Equity Shares of SNBPL and Wimco and the Preference Shares of Wimco held by ITC and its nominees shall stand cancelled and extinguished, and ITC will not be required to issue any fresh shares.
6.	Brief details of change in shareholding pattern (if any) of listed entity	There will not be any change in the shareholding pattern of ITC pursuant to the aforesaid amalgamations.