ITC Ltd — M&A Activity 2024

Oct 1, 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

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1[st] October, 2024

The Manager The General Manager Listing Department Dept. of Corporate Services National Stock Exchange of BSE Ltd. India Ltd. P. J. Towers Exchange Plaza Dalal Street Plot No. C-1, G Block Mumbai 400 001 Bandra-Kurla Complex Bandra (East) Mumbai 400 051

The Secretary The Calcutta Stock Exchange Ltd. 7, Lyons Range Kolkata 700 001

Dear Sirs,

Acquisition of shares of Blazeclan Technologies Private Limited

This has reference to our letter dated 18[th] April, 2024 on the subject.

We have been advised by ITC Infotech India Limited, a wholly owned subsidiary, at 9.23 p.m. today, that they have acquired 100% of the share capital of Blazeclan Technologies Private Limited (Blazeclan). Consequently, Blazeclan and its following subsidiaries have become step-down wholly owned subsidiaries of the Company with effect from 1[st] October, 2024:

• 1) Cloudlytics Technologies Private Limited, India

• 2) Blazeclan Technologies PTE Ltd., Singapore

• 3) Blazeclan Technologies SDN. BHD., Malaysia

• 4) Blazeclan Technologies Pty. Ltd., Australia

• 5) Blazeclan Europe SRL., Belgium

• 6) Blazeclan Technologies Limited, New Zealand

• 7) Blazeclan Technologies Inc., Canada

• 8) Blazeclan Technologies LLC, USA

• 9) Blazeclan Americas Inc., USA

• 10) Blazeclan Technologies Corporation, Philippines

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the SEBI Circular dated 13[th] July, 2023.

Yours faithfully, ITC Limited RAJENDRA Digitally signed by RAJENDRA KUMAR KUMAR SINGHI SINGHI Date: 2024.10.01 21:29:41 +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

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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	Blazeclan Technologies Private Limited (Blazeclan).
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’	No. No - The Company does not have any promoter / promoter group. The group companies do not have any interest in the proposed acquisition.
3.	Industry to which the entity being acquired belongs	Information Technology & Information Technology Enabled Services (IT/ITES).
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)	As advised earlier vide our letter dated 18th April, 2024, Blazeclan is a born-in-the-cloud consulting company providing cloud services on AWS, Azure and GCP, and has been recognised as a Niche Player in the 2023 Gartner® Magic Quadrant for Public Cloud IT Transformation Services. This acquisition is expected to augment ITC Infotech’s capabilities to service its customers in a multi-cloud and hybrid cloud environment with a focus on the Partner eco-system to accelerate future growth. The acquisition is expected to strengthen ITC Infotech’s commitment to helping clients navigate their digital transformation journey and deliver business outcomes built on the foundation of strong Cloud capabilities. Consequent to the aforesaid acquisition, Blazeclan and its subsidiaries viz., Cloudlytics Technologies Private Limited, India, Blazeclan Technologies PTE Ltd., Singapore, Blazeclan Technologies SDN. BHD., Malaysia, Blazeclan Technologies Pty. Ltd., Australia, Blazeclan Europe SRL., Belgium, Blazeclan Technologies Limited, New Zealand, Blazeclan Technologies Inc., Canada, Blazeclan Technologies LLC, USA, Blazeclan Americas Inc., USA, and Blazeclan Technologies Corporation, Philippines, have become step-down wholly owned subsidiaries of the Company with effect from 1stOctober, 2024.
5.	Brief details of any governmental or regulatory approvals required for the acquisition	None.

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Sl. No.	Particulars		Disclosures	Disclosures	Disclosures
6.	Indicative time period for completion of the acquisition		ITC Infotech India Limited (I3L) has completed acquisition of 100% of the share capital of Blazeclan today i.e. on 1stOctober, 2024.
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		Total consideration – up to INR 485 crores, including contingent consideration subject to achievement of performance targets as set out in the Share Purchase Agreement.
9.	Percentage of shareholding / control acquired and_/_or number of shares acquired		I3L has acquired 100% of the share capital of Blazeclan.
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)		Blazeclan is an AWS Premier Partner, Snowflake Elite Partner and a leader in providing Cloud transformation solutions to customers globally. The company has strong expertise in Cloud Migration, Digital Services, Digital Cloud Consulting and Data Analytics & Insights. Other details are as follows: Products_/_line of business of the target entity Cloud services including Cloud Migration, Digital Services, Digital Cloud Consulting and Data Analytics & Insights and license resale Date of incorporation25thMay 2010 Last 3 years’ turnover as per Accounting Standards applicable to Blazeclan. 2023-24 INR 294.57 crores 2022-23 INR 249.51 crores 2021-22 INR 192.54 crores Country of operations India, Singapore, Australia, Malaysia, Philippines, New Zealand, Belgium, USA and Canada.
			Products_/_line of business of the target entity	Cloud services including Cloud Migration, Digital Services, Digital Cloud Consulting and Data Analytics & Insights and license resale
			Date of incorporation	25thMay 2010
			Last 3 years’ turnover as per Accounting Standards applicable to Blazeclan.	2023-24	INR 294.57 crores
				2022-23	INR 249.51 crores
				2021-22	INR 192.54 crores
			Country of operations	India, Singapore, Australia, Malaysia, Philippines, New Zealand, Belgium, USA and Canada.