ITC Ltd — Proxy Solicitation & Information Statement 2026

Feb 12, 2026

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12[th] February, 2026

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 Dept. of Corporate Services BSE Ltd. P. J. Towers Dalal Street Mumbai 400 001

Dear Sirs,

Notice of Postal Ballot by voting through electronic means

Further to our letter dated 29[th] January, 2026, we enclose, in terms of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a copy of the Postal Ballot Notice dated 29[th] January, 2026 along with the Explanatory Statement thereto, seeking approval of the Members for appointment of Mr. Navin Agarwal (DIN: 10684167) as a Director of the Company.

Yours faithfully, ITC Limited

RAJENDRA Digitally signed by RAJENDRA KUMAR KUMAR SINGHI Date: 2026.02.12 SINGHI 10:49:27 +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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ITC Limited

CIN : L16005WB1910PLC001985

Registered Office : Virginia House, 37 Jawaharlal Nehru Road, Kolkata 700 071 Tel : +91 33 2288 9371 ● Fax : +91 33 2288 2358 ● E-mail : isc@itc.in ● Website : www.itcportal.com

TO THE MEMBERS OF THE COMPANY

Notice of Postal Ballot pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014 and the Circulars issued by the Ministry of Corporate Affairs, Government of India

NOTICE IS HEREBY GIVEN that the Ordinary Resolution set out hereunder for appointment of Mr. Navin Agarwal as a Director of the Company is proposed to be passed through Postal Ballot by voting through electronic means (‘remote e-voting’). The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 relating to the Resolution is annexed.

The Board of Directors of the Company at the meeting held on 29th January, 2026 have appointed Mr. R. L. Auddy, Senior Solicitor and Partner, Messrs. Sandersons & Morgans, Advocates & Solicitors, as the Scrutinizer for scrutinizing the Postal Ballot through remote e-voting.

In conformity with the regulatory requirements, Members are advised to cast their votes on the Ordinary Resolution through remote e-voting , for which purpose they are requested to read carefully the instructions annexed to the Notice.

Based on the Scrutinizer’s Report, the Results of remote e-voting will be declared on Thursday, 19th March, 2026 at 2.30 p.m. (IST) . The declared Results, along with the Scrutinizer’s Report, will be available forthwith on the Company’s corporate website www.itcportal.com under the section ‘Investor Relations’ and will also be forwarded to the National Stock Exchange of India Limited and BSE Limited, where the Company’s shares are listed. National Securities Depository Limited (‘NSDL’), engaged by the Board of Directors of the Company for facilitating remote e-voting, will also display these Results on its website www.evoting.nsdl.com .

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:-

“Resolved that, in accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Navin Agarwal (DIN: 10684167) be and is hereby appointed as a Director of the Company, liable to retire by rotation, with effect from 1st April, 2026 for a period of three years or till such earlier date upon withdrawal by the recommending Institution or to conform with the policy on retirement and as may be determined by the Board of Directors of the Company and / or by any applicable statutes, rules, regulations or guidelines.”

By Order of the Board ITC Limited R. K. Singhi Executive Vice President & Dated : 29th January, 2026. Company Secretary

NOTES:

• (i) In conformity with the regulatory requirements, this Notice is being sent only through electronic mode to those Members whose names appear in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories on Friday, 30th January, 2026 and who have registered their e-mail address with the Company or the Depositories.

• (ii) Members whose names are recorded in the Register of Members or in the Register of Beneficial Owners on will be entitled to cast their votes.

• Friday, 30th January, 2026 (cut-off date)

• (iii) There will be one vote for every DP ID & Client ID / folio number irrespective of the number of joint holders.

• (iv) Remote e-voting will commence at 9.00 a.m. (IST) on Tuesday, 17th February, 2026 and will end at 5.00 p.m. (IST) on Wednesday, 18th March, 2026 , when remote e-voting will be blocked by NSDL.

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• (v) Corporate and Institutional Members (companies, trusts, societies etc.) are required to send a scanned copy (in PDF / JPG format) of the relevant Board Resolution / appropriate authorisation to the Scrutinizer at rla.itcscrutinizer@gmail.com with a copy marked to NSDL at evoting@nsdl.com .

• (vi) The Ordinary Resolution, if passed by requisite majority, will be deemed to be passed on the last date specified for remote e-voting i.e. Wednesday, 18th March, 2026 .

EXPLANATORY STATEMENT

Annexed to the Notice dated 29th January, 2026

The Board of Directors of the Company (‘the Board’) at the meeting held on 29th January, 2026, on the recommendation of the Nomination & Compensation Committee, recommended for the approval of the Members, the appointment of Mr. Navin Agarwal as a Non-Executive Director of the Company, as set out in the Resolution. Mr. Agarwal will represent the Specified Undertaking of the Unit Trust of India (‘SUUTI’).

Information in respect of Mr. Agarwal, including his brief resume, pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretarial Standard on General Meetings, is provided below:

Mr. Navin Agarwal (Age: 55 years) is presently the Joint Secretary in the Department of Investment and Public Asset Management, Ministry of Finance, Government of India, responsible for disinvestment and capital management of Central Public Sector Enterprises. He also serves as the Administrator and a Member of the Body of Persons of SUUTI. He has completed his Bachelors in Economics from Delhi University, Masters in Climate Change, Management & Finance from Imperial Business School, London, and Master of Public Administration in Finance and Fiscal Policy from Cornell University, USA.

Mr. Agarwal, who joined the Indian Railway Personnel Service (as part of Civil Services) in 1997, has close to three decades of experience across public finance, capital markets, multilateral institutions and public sector governance. He has been involved in the establishment of several institutions / bodies including BRICS New Development Bank, Asian Infrastructure Investment Bank, BRICS Contingent Reserve Arrangement, National Investment and Infrastructure Fund, and India’s first National Rail Transport University. Amongst others, he has served as a Director in the Department of Economic Affairs and as Executive Director on the Railway Board.

Presently, Mr. Agarwal is a Director of National Land Monetization Corporation Limited. He has neither been a Director of any listed company nor does he hold membership in any Board Committee.

Mr. Agarwal, pursuant to Section 152 of the Companies Act, 2013 (‘the Act’), has given his consent to act as a Director of the Company and requisite Notice, pursuant to Section 160 of the Act, proposing his appointment as a Director of the Company has been received; he also possesses appropriate skills, expertise and competencies in the context of the Company’s businesses, particularly in the areas of financial management, administrative experience and stakeholder engagement.

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In addition to sitting fees for attending the meetings of the Board & its Committees and coverage under Personal Accident Insurance, Mr. Agarwal, similar to the Non-Executive Directors, would be entitled to remuneration by way of commission ranging between 1,00,00,000/- and 1,30,00,000/- per annum, as may be determined by the Board.

Mr. Agarwal neither holds any share in the Company (in individual capacity or on a beneficial basis for any other person) nor is he related to any of the Directors or Key Managerial Personnel of the Company.

None of the Directors and Key Managerial Personnel of the Company, or their relatives, is interested in this Resolution.

The Board recommends this Ordinary Resolution for your approval.

Dated : 29th January, 2026.

By Order of the Board ITC Limited R. K. Singhi Executive Vice President & Company Secretary

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INSTRUCTIONS FOR REMOTE E-VOTING

- Step 1: Access to NSDL e voting website

(A) For Individual Members holding shares in dematerialised form:

Type of Member	Login Method
For Members holding shares in demat account with NSDL	If you are registered for‘IDeAS’ (a) Launch internet browser by typing the URL:https://eservices.nsdl.comand click on ‘Benefcial Owner’ tab under the ‘IDeAS’ section. (b) Insert your existing user ID, password and the verifcation code as shown on the screen. (c) After OTP based authentication and login, click on ‘Access to e-voting’ under value added services and you will be able to view the e-voting page. (d) Click on ‘evote’ link available against ITC Limited or ‘e-voting service provider - NSDL’ and proceed to Step 2 to cast your vote.
	If you are not registered for‘IDeAS’ (a) Launch internet browser by typing the URL:https://evoting.nsdl.comand click on ‘Login’ tab under the ‘Shareholder / Member’ section. (b) Insert your existing user ID, password / OTP and the verifcation code as shown on the screen, and agree to the terms and conditions by clicking the box. (c) After authentication, you will be re-directed to NSDL e-services website wherein you will be able to view the e-voting page. (d) Click on ‘evote’ link available against ITC Limited or ‘e-voting service provider - NSDL’ and proceed to Step 2 to cast your vote. You may also download the NSDL Mobile App ‘NSDL Speede’ by scanning the following QR code, for e-voting:
For Members holding shares in demat account with Central Depository Services (India) Limited (‘CDSL’)	If you are registered for‘Easi / Easiest’ (a) Login atwww.cdslindia.comby clicking on ‘My Easi New (Token)’ or launch internet browser by typing the URL:https://web.cdslindia.com/myeasitoken/home/login. (b) Insert your existing username and password. (c) After OTP based authentication and login, you will be able to view the e-voting menu. (d) Click on ‘evote’ link available against ITC Limited or ‘e-voting service provider - NSDL’ and proceed to Step 2 to cast your vote. You can also directly access the e-voting page by clicking on ‘E Voting’ on the home page of www.cdslindia.comwith your demat account number and PAN. After OTP based authentication and login, you will be provided link for ‘evoting’ against ITC Limited or ‘e-voting service provider - NSDL’. Click on the link and proceed to Step 2 to cast your vote.
For Members logging in through the websites of their Depository Participants	(a) Login to your demat account, using the login credentials, through the concerned Depository Participant registered with NSDL / CDSL. (b) Click on the option available for e-voting. You will be re-directed to NSDL e-services website wherein you will be able to view the e-voting page. (c) Click on ‘evote’ link available against ITC Limited or ‘e-voting service provider - NSDL’ and proceed to Step 2 to cast your vote.

Note: Members who are unable to retrieve their user ID or password are advised to use ‘Forgot User ID’ / ‘Forgot Password’ option(s) available on the websites of the respective Depositories / Depository Participants.

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(B) For Non-Individual Members holding shares in dematerialised form and Members holding shares in certificate form:

If you are holding shares in dematerialised form and are registered for NSDL ‘IDeAS’ facility, you can login at https://eservices.nsdl.com with your existing IDeAS login and click on ‘Access to e-voting’ to proceed to Step 2 to cast your vote.

Other Members, including Members holding shares in certificate form, are required to follow the below-mentioned steps:

• (a) Launch internet browser by typing the URL: https://evoting.nsdl.com and click on ‘ Login ’ tab under the ‘Shareholder / Member’ section.

• (b) Insert your user ID, password and the verification code as shown on the screen.

• User ID:

User ID:
For Members holding shares in demat account with NSDL.	8 character DP ID followed by 8 digit Client ID. For example, if your DP ID is IN300 and Client ID is 12, then_ _your user ID is IN30012**.
For Members holding shares in demat account with CDSL.	16 digit Benefciary ID. For example, if your Benefciary ID is 12**, then your user ID is 12**.
For Members holding shares in certifcate form.	Electronic Voting Event Number (‘EVEN’) followed by your folio number registered with the Company. For example, if the EVEN is 101456 and your folio number is 01/12, then your user ID is 1014560112.

• Password:

• (i) If you are already registered with NSDL for remote e-voting, you should use your existing password for login .

  • Members may also use OTP based login.

• (ii) If you are using NSDL e-voting website for the first time, you would need to use your ‘ initial password ’ for login, which has been communicated to you by the Company.

• (iii) If you are unable to retrieve the ‘initial password’ or have forgotten your password:

  •  Click on ‘ Forgot User Details / Password? ’, if holding shares in dematerialised form, or

  •  Click on ‘ Physical User Reset Password? ’, if holding shares in certificate form.

You may also send an e-mail requesting for password at evoting@nsdl.com , mentioning your name, PAN, registered address and your DP ID & Client ID / folio number.

• (c) Agree to the terms and conditions by clicking the box.

• (d) Click on ‘ Login ’. Home page of remote e-voting opens.

- Step 2: Cast your vote on NSDL e voting website

• (a) Select the EVEN of ITC Limited.

• (b) Now you are ready for remote e-voting as ‘ Cast Vote ’ page opens.

• (c) Cast your vote by selecting appropriate option and click on ‘ Submit ’ . Thereafter click on ‘ Confirm ’ when prompted; upon confirmation, your vote is cast and the message ‘ Vote cast successfully ’ will be displayed.

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Other Instructions

• (a) Members who have not registered their e-mail address with the Company or the Depositories and wish to receive the Postal Ballot Notice and / or cast their votes through remote e-voting are required to register their e-mail address with the Company at https://eform.itcportal.com . Alternatively, Members may send a letter requesting for registration of their e-mail address, mentioning their name and DP ID & Client ID / folio number, at isc@itc.in or by post to the Investor Service Centre of the Company (‘ISC’) at 37 Jawaharlal Nehru Road, Kolkata 700 071.

• (b) In case of any query, you may refer to the Frequently Asked Questions and e-voting User Manual for Shareholders available under the Download section of NSDL’s e-voting website www.evoting.nsdl.com . You may also contact the following persons for any query / grievance:

• (i) Mr. Amit Vishal, Deputy Vice President, National Securities Depository Limited, 301, Naman Chambers, Plot C-32, G-Block, 3rd Floor, Bandra Kurla Complex, Bandra East, Mumbai 400 051, at telephone no. 022-4886 7000 or at e-mail ID AmitV@nsdl.com ;

• (ii) Mr. T. K. Ghosal, Head of ISC, at telephone nos. 1800-345-8152 (toll free) or 033-2288 6426 / 0034 or at e-mail ID tunal.ghosal@itc.in . You may also send your queries at isc@itc.in .

Individual Members holding shares in dematerialised form may also reach out for any technical issue related to login through their respective Depositories, i.e. NSDL and CDSL, as follows:

Shares held with NSDL	e-mail atevoting@nsdl.comor call at telephone no.022-4886 7000
Shares held with CDSL	e-mail athelpdesk.evoting@cdslindia.comor call at telephone no.1800-21-09911 (toll free)

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