ITC Ltd — M&A Activity 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	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.	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. The Company does not have any promoter / promoter group. The group companies of the Company do not have any interest in SNBPL.
3.	Industry to which the entity being acquired belongs	Food products, primarily organic food products.
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)	In line with the strategy to augment the Company’s future ready portfolio, the transaction is expected to fortify ITC’s presence and market standing in the high growth organic products segment in both Indian and overseas markets. The domestic organic food products industry offers significant opportunity of growth on the back of increasing health and environmental consciousness, rise in household incomes and new age distribution channels. SNBPL is a pioneer and leading player in the organic packaged staples category. The company has over the years built a strong network of appx. 27,500 farmers and appx. 1.4 lakh acres of certified organic land across 71 clusters in 10 states. SNBPL has a wide range of products and enjoys strong brand equity and also a well-established presence in the US markets with its own distribution set-up.
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 completed acquisition of 100% of the share capital of SNBPL today i.e., on 13thJune, 2025.

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Sl. No.	Particulars		Disclosures	Disclosures	Disclosures
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		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 next 24 months.
9.	Percentage of shareholding / control acquired and / or number of shares acquired		The Company has acquired 100% of the share capital of SNBPL(comprising 1,87,48,858 Equity Shares of `10/- each).
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)		SNBPL is primarily engaged in the business of manufacturing and selling organic food products under the ‘24 Mantra Organic’ brand. Other details are as follows: Products_/_line of business of the target entity As stated above Date of incorporation 9thMarch, 2004 Last 3 years’ turnover (consolidated) 2023-24306.1 crores<br>2022-23327.3 crores 2021-22`326.7 crores Country of operations India
			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