Amalgamation/Merger

2nd November, 2026 The Manager The General Manager Listing Department Dept. of Corporate Services National Stock Exchange of India Ltd. BSE Ltd. Exchange Plaza, Plot No. C-1, G Block P. J. Towers, Dalal Street Bandra-Kurla Complex, Bandra (East) Mumbai 400 001 Mumbai 400 051 Dear Sirs, Scheme of Amalgamation of Sproutlife Foods Private Limited with the Company We write to advise that the Board of Directors of the Company at the meeting held today i.e., 2nd November, 2026 has approved the Scheme of Amalgamation of Sproutlife Foods Private Limited, a wholly owned subsidiary, 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 1st April, 2026. 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 30th January, 2026. The Board Meeting commenced at 2.45 p.m. and concluded at 6.05 p.m. Yours faithfully, ITC Limited (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 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 Sl. Particulars Disclosures 1. Name of the entities Transferor Company - Sproutlife Foods Private Limited forming part of the (‘Sproutlife’) amalgamation / merger, details in brief such as Transferee Company - ITC Limited (‘ITC’) size, turnover etc. Details of the Transferor Company and the Transferee Company are as follows: (₹ in crores) Particulars Sproutlife ITC Total Assets 150.07 88,915.86 Turnover 451.71 80,867.49 Net Worth 5.22 68,434.16 Note: Based on Audited Standalone Financial Statements for FY 2025-26 2. Whether the transaction Sproutlife, being a wholly owned subsidiary, is a related party of would fall within related ITC. party transactions? If Transfer of all assets, liabilities, rights, obligations and employees yes, whether the same is of Sproutlife to ITC, as part of the proposal for amalgamation, will done at “arm’s length” be at arm’s length. 3. Area of business of the Transferor Company: entities Sproutlife is primarily engaged in the business of manufacture and sale of food products, including bars, muesli, oats, protein-rich foods and peanut butter, catering to health-conscious consumers under the new-age, digital-first brand ‘Yoga Bar’. 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. 4. Rationale for The proposed amalgamation of Sproutlife with ITC will, amalgamation / merger inter alia, have the following benefits: (a) Enable seamless integration of business operations of both the companies, thereby unlocking the full potential of the combined business operations and maximising value creation opportunities through realisation of synergies; (b) Achieve optimal deployment of financial, managerial and operational resources across the combined business operations by accessing the shared talent pool and common resources; (c) Enhance efficiency of capital allocation by consolidating and optimising the cash flows and financial resources of both the companies; and (d) Result in reduction of the number of operating entities to simplify the corporate holding structure. Sl. Particulars Disclosures 5. In case of cash Since Sproutlife is a wholly owned subsidiary of ITC, all consideration - amount Equity Shares of Sproutlife held by ITC and its nominees shall or otherwise share stand cancelled and extinguished upon the amalgamation becoming exchange ratio effective, and ITC will not be required to issue any fresh shares. 6. Brief details of change in There will not be any change in the shareholding pattern of ITC shareholding pattern pursuant to the aforesaid amalgamation. (if any) of listed entity