ITC Ltd — Capital/Financing Update 2025

May 21, 2025

21[st] May, 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 Mother Sparsh Baby Care Private Limited

Further to our letter dated 17[th] April, 2025, we write to advise that the Company today has acquired 594 Equity Shares of 10/- each (through secondary purchase) and 2,201 Compulsorily Convertible Preference Shares of 10/- each (through primary subscription) of Mother Sparsh Baby Care Private Limited (‘Mother Sparsh’) for an aggregate consideration of approx. ` 50.6 crores; confirmation on the above was received by the Company from Mother Sparsh today at 5.30 p.m.

Consequent to the above, the Company’s shareholding in Mother Sparsh aggregates 39.47% of its share capital (on a fully diluted basis).

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: 2025.05.21 SINGHI 19:55:43 +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	Disclosures
1.	Name of the target entity	Mother Sparsh Baby Care Private Limited (‘Mother Sparsh’).
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; the acquisition comprises 594 Equity Shares of 10/- each acquired through secondary purchase from an<br>existing<br>shareholder<br>of<br>Mother<br>Sparsh,<br>and<br>2,201 Compulsorily Convertible Preference Shares<br>(‘CCPS’) of10/- each through primary subscription. Primary infusion in Mother Sparsh is a related party transaction since Mother Sparsh is an associate company, and such primary infusion was done at ‘arm’s length’. The Company does not have any promoter / promoter group. The group companies of the Company do not have any interest in Mother Sparsh.
3.	Industry to which the entity being acquired belongs	Personal care.
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)	The acquisition is in line with the Company’s strategy to build a future ready suite of products that serve evolving consumer needs. Mother Sparsh is a premium ayurvedic and natural personal care start-up, which is focused on baby personal care, health & hygiene and expert baby care. The market of baby care products in India is witnessing significant growth, driven by a number of factors including increasing disposable income and growing awareness about the need for safer products for the baby.
5.	Brief details of any governmental or regulatory approvals required for the acquisition	None.
6.	Indicative time period for completion of the acquisition	The Company has today, i.e., on 21stMay, 2025, completed acquisition of the first tranche of 594 Equity Shares and 2,201 CCPS of Mother Sparsh as per Transaction Documents executed on 17thApril, 2025.
7.	Consideration - whether cash consideration or share swap and details of the same	Cash.

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Sl. No.	Particulars		Disclosures	Disclosures	Disclosures
8.	Cost of acquisition or the price at which the shares are acquired		Approx.`50.6 crores.
9.	Percentage of shareholding / control acquired and / or number of shares acquired		Post the aforementioned acquisition, the Company’s shareholding in Mother Sparsh has increased from 26.50% to 39.47% of its share capital (on a fully diluted basis).
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)		Mother Sparsh is a premium ayurvedic and natural personal care start-up, with focus on baby personal care, health & hygiene and expert baby care. Other details are as follows: Products / line of business of the target entity As stated above Date of incorporation 5thFebruary, 2016 Last 3 years’ turnover 2024-25 99.6 crores<br>2023-24<br>58.7 crores 2022-23 `48.4 crores Country of operations India
			Products / line of business of the target entity	As stated above
			Date of incorporation	5thFebruary, 2016
			Last 3 years’ turnover	2024-25	`99.6 crores
				2023-24	`58.7 crores
				2022-23	`48.4 crores
			Country of operations	India