ITC Ltd

Directors Report

S. Puri

Sanjiv Puri (61), DIN: 00280529, is the Chairman & Managing Director of ITC Limited.

Puri was appointed as a Wholetime Director on the Board of ITC with effect from December 6, 2015,

Chief Executive Officer in February 2017 and re-designated as the Managing Director in May 2018.

He was appointed as the Chairman effective

May 13, 2019. He is an alumnus of the Indian Institute of Technology, Kanpur, and the Wharton School of Business, USA.

Puri joined ITC in January 1986. During his career of close to four decades at ITC and its subsidiaries, he has held several business leadership positions and also handled a wide range of responsibilities in manufacturing, operations and information & digital technology. Puri served as the Chief Operating Officer (‘COO') of ITC between July 2016 and January 2017, and prior to that as President - FMCG Businesses since December 2014. Earlier, he was the Divisional Chief Executive of the Tobacco Division since December 2009, with additional responsibility for the Company's Trade Marketing & Distribution (‘TM&D') Vertical from August 2012. He led ITC Infotech

India Limited, a wholly owned subsidiary of ITC, as its Managing Director from May 2006 to August 2009. Puri served between October 2001 and April 2006 as the

Managing Director of Surya Nepal Private Limited, a joint venture subsidiary company of ITC in Nepal.

Spearheading the ‘ITC Next' vision, Puri has driven an extensive strategy reset to define new vectors of growth for each business with greater focus on consumer-centricity, agility, resilience and innovation to build an even more competitive, future-ready, climate positive and inclusive enterprise. Puri's emphasis on purposeful and cutting-edge innovation has led to the creation of sharp focused R&D platforms in areas aligned to market opportunities. Given his deep conviction that mega trends like Digital and Sustainability will reshape the future, Puri has passionately rallied the organisation to develop capabilities, channelise investments and resources to enhance competitiveness of existing businesses, and also identify tech-enabled growth opportunities. Lending new wings to

ITC's credo of ‘Nation First: Sab Saath Badhein', he has articulated an ambitious Sustainability 2.0 vision that will enlarge ITC's contributions to a net-zero future and meaningfully support national priorities.

Puri has served as the Chairman of the Expert Group constituted by the Fifteenth Finance Commission of the Government of India to promote agri-exports and a Member of the technology discussion group ‘Farm to Table - driving India's agriculture sector digitally' constituted by the NITI Aayog. He was also the Chairman of the ‘Action Council on ESG in Business' under the aegis of Business 20 India, the official dialogue forum with the global business community as part of India's G20 Presidency, as well as the Co-Chair of the ‘Business Commission to Tackle Inequality' set up by the World Business Council for Sustainable Development, Geneva.

Presently, Puri is the President of CII, the apex business and industry association in the country. He is the Chairman of the Board of Governors of the Indian Institute of Technology, Gandhinagar, and Chairman of the Advisory Council of the CII-ITC Centre of Excellence for Sustainable Development. He is a Director on the Board of US-India

Strategic Partnership Forum, Member of the BRICS Business Council - India Chapter, and also a

Member of the Governing Body of the National Council of Applied Economic Research.

In 2024, Puri was honoured with the ‘Business Leader of the Year Award' by the All India Management Association, ‘Best CEO Award' by Business Today, and ‘Transformational Leader Award 2022-23' by the Asian Centre for Corporate Governance and Sustainability.

He was conferred with the ‘IMPACT Person of the Year, 2020' Award by exchange4media, a leading online news platform, ‘Distinguished Alumnus Award of the year 2018' by the Indian Institute of Technology, Kanpur, and was also bestowed with an Honorary Doctorate by the XIM University, Bhubaneshwar.

Other Directorships

Committee Membership of other companies: Nil

S. Dutta

Supratim Dutta (57), DIN: 01804345, was appointed as a Wholetime Director on the Board of ITC effective

July 22, 2022. He is, inter alia, responsible for Finance, Accounting, Internal Audit & IT Functions and also for the Investment Subsidiaries of the Company. He continues to be the Chief Financial Officer (‘CFO') of the Company.

A qualified Chartered Accountant and Cost Accountant,

Dutta joined ITC in November 1990. In a career spanning over three decades at ITC, he has held various senior roles in the finance function, both at the business and corporate level. Before becoming the

CFO, he held the position of the Corporate Financial Controller of the Company responsible for Accounts, Taxation and Finance operations, and prior to that, he was Executive Vice President - Corporate Finance in charge of the Corporate Treasury, Strategic Planning and Corporate Planning Functions of the Company. He has handled various aspects of finance including Planning, Treasury, M&A, Accounting, Taxation, IT, Investor Relations and business strategy. He has served as a Member of the World Business Council for Sustainable Development CFO Network.

Presently, Dutta is a Member of the CII National Committee on Financial Reporting.

Other Directorships

Committee Membership of other companies

H. Malik

Hemant Malik (58), DIN: 06435812, was appointed as a Wholetime Director on the Board of ITC effective

August 12, 2023. He is also the Divisional Chief Executive of the Foods Business Division of the Company. After completing his B.A.(Hons.) in Economics from

Delhi University and M.B.A. from the Indian Institute of

Management, Calcutta, he joined ITC in June 1989 from the campus and has more than 34 years of experience across multiple businesses of ITC including Tobacco,

Lifestyle Retailing, Foods and TM&D.

Prior to becoming the Divisional Chief Executive of the Foods Business Division in October 2016, Malik was the Chief Executive of the TM&D Vertical from April 2016. He headed the All India Tobacco

Sales function in 2001, where he contributed meaningfully to the development of the FMCG Sales Network. He then assumed charge as the Head of Marketing of the then nascent Foods Business in April 2002, where he was instrumental in the launch and development of some of the key food brands of ITC including ‘Aashirvaad', ‘Sunfeast', ‘Bingo!', ‘YiPPee!' and ‘Kitchens of India'. Malik was then given the responsibility to set up the new FMCG TM&D Vertical and was made the

COO of TM&D in April 2008. He thereafter took over as the COO of Cigarette Brands and Supply Chain, India Tobacco Division (‘ITD') in August 2012, and was elevated as the Divisional Chief Executive of ITD in August 2015.

Malik is currently the Chairman of the Food Processing Committee of FICCI.

Malik does not hold directorship of any other company.

B. Sumant

Sumant Bhargavan (60), DIN: 01732482, was appointed as a Wholetime Director on the Board of ITC effective November 16, 2018. He oversees the Paperboards,

Paper and Packaging as well as the Personal Care and Education & Stationery Products Businesses of the Company. He also oversees the TM&D Vertical and the

Central Projects Organisation. Sumant, an alumnus of the National Institute of Technology, Durgapur, joined ITC in January 1986, and has handled a wide range of responsibilities across several businesses.

Prior to his appointment as a Director on the

Board of ITC, Sumant was President - FMCG Businesses since April 2016. Earlier, he was the Divisional Chief Executive of ITD. He also held responsibility of the TM&D Vertical as COO from

November 2014 to March 2016 and as

Chief Executive for a period of one year from October 2016. He spent his first 19 years with ITC in

Manufacturing operations of the Tobacco Division and has worked in four production units as well as at the Head Office. In October 2004, he moved to the Foods Business and set up the Snack Food category under the brand name ‘Bingo!'. He has led ITC Infotech India Limited, a wholly owned subsidiary of ITC, as its Managing Director from September 2009 to October 2014, and has been on the Boards of

ITC Infotech's wholly owned subsidiaries in the UK and the USA.

Sumant has also been on the Boards of Surya Nepal

Private Limited and The Tobacco Institute of India.

Presently, he serves as a Member of the CII Eastern

Region Council.

Other Directorships

Committee Membership of other companies: Nil

S. Banerjee

Shilabhadra Banerjee (75), DIN: 02922331, joined the ITC Board as a Non-Executive Director effective

July 24, 2014 and was appointed as an Independent Director effective July 30, 2014.

Banerjee, a Masters in History from St. Stephen's College, Delhi, Post Graduate Diploma holder in

Public Administration from the Indian Institute of Public Administration, New Delhi, and an M.Phil in

Social Sciences from the University of Panjab, joined the Indian Administrative Service in 1971. In a career spanning over 37 years, he has held several eminent positions in the Government of India including that of Joint Secretary in the Ministry of Petroleum and Natural Gas and the then Ministry of Urban Development. Banerjee was Director General (Acquisition) in the Ministry of Defence and retired as Secretary, Ministry of Tourism in October 2008. He has been a Visiting Fellow at the Queen Elizabeth House, University of Oxford, UK. He also served on the Board of the Company from February 2010 to March 2014.

Banerjee does not hold directorship of any other company.

H. Bhargava

Hemant Bhargava (64), DIN: 01922717, was appointed as a Non-Executive Independent Director on the ITC Board effective December 20, 2021.

Bhargava, a Post Graduate in Economics from the Lucknow University, has also studied Masters in Financial Management from the Jamnalal Bajaj Institute of Management Studies. He started his corporate journey in 1981 with the Life Insurance Corporation of India (‘LIC') as the youngest Direct Recruit Officer, and reached the zenith of becoming the Chairman in-charge and Managing Director of the organisation in January 2019. He was also appointed as the Non-Executive Chairman of IDBI Bank Limited and LIC Housing Finance Limited in January 2019. During his long tenure of 38 years, he worked across diverse set of roles both in India and abroad, building multi-dimensional experience in different capacities, especially in Marketing, International Operations and new ventures. Adept at establishing new strategic initiatives with multiple stakeholders and designing innovative marketing & sales campaigns, Bhargava has guided several skilled professionals across the finance value chain. He also served on the Board of the Company from July 2018 to August 2021.

Other Directorships

Committee Membership of other companies

A. M. Bharucha

Alka Marezban Bharucha (67), DIN: 00114067, joined the ITC Board as a Non-Executive Independent Director effective August 12, 2023.

She is a Senior Partner at Messrs. Bharucha & Partners, Advocates & Solicitors, Mumbai. She completed her

B.A.(Hons.) and L.L.B. from the University of Bombay and Masters in Law from the University of London.

She is a Solicitor with the High Court of Mumbai and Supreme Court of England and Wales, and also an Advocate on Record with the Supreme Court of India.

She began her career with Mulla & Mulla and Craigie Blunt & Caroe and joined Amarchand &

Mangaldas as Partner in 1992. In 2008, she co-founded

Bharucha & Partners, which has earlier been ranked by RSG Consulting, London, amongst the top law firms in India. With over 30 years of experience, she has been ranked by Chambers Global, Legal 500 and Who's Who Legal amongst India's leading lawyers. She chairs the Transactions Practice at Bharucha & Partners and her core areas of legal expertise include mergers & acquisitions, joint ventures, private equity and banking & finance.

Other Directorships

Committee Membership of other companies

Committee Membership of other companies (Contd.)

A. Duggal

Arun Duggal (77), DIN: 00024262, joined the ITC Board as a Non-Executive Independent Director effective September 15, 2014.

Duggal, a Mechanical Engineer from the Indian Institute of Technology, Delhi (‘IIT Delhi'), and an M.B.A. from the Indian Institute of Management, Ahmedabad

(‘IIM Ahmedabad'), is an international banker with global experience in financial strategy, M&A and capital raising. His professional career includes 26 years with Bank of America (‘BoA'), primarily in the USA, Hong Kong and Japan, with his last assignment as Chief Executive of BoA, India, from 1998 to 2001.

Technologies HewastheChiefFinancialOfficer of HCL

Limited, India, from 2001 to 2003. He has also been the Chairman of the American Chamber of Commerce,

India, and on the Board of Governors of the National Institute of Bank Management. He is presently a Trustee of the Chennai Mathematical Institute.

Duggal is involved in several initiatives in social & educational sectors and is founder of FICCI's ‘Women on Corporate Boards' Programme, the ‘Centre of

Excellence for Research in Climate Change and

Air Pollution' at IIT Delhi, and the ‘Centre for ESG Research' at IIM Ahmedabad. He is recipient of

Distinguished Alumnus Awards from IIT Delhi and IIM Ahmedabad.

Other Directorships

Committee Membership of other companies

M. Gupta

Mukesh Gupta (62), DIN: 06638754, was appointed as a Non-Executive Director on the ITC Board effective

October 27, 2021, representing LIC.

Gupta holds Degrees of Bachelor in Science and Masters in Business Administration (Human Resources).

He joined LIC as a Direct Recruit Officer in 1984 and retired as its Managing Director on September 30, 2021. During his long tenure of 37 years, he worked across diverse set of roles building multi-dimensional experience in different capacities, especially in Insurance and Marketing. Gupta held prominent positions in the Corporate Office and three major zones of LIC, including Executive Director (Personnel) and

Executive Director (Bancassurance) at Corporate Office, Marketing Manager of Bikaner Division, Senior Divisional Manager of two Divisions viz., Amritsar and Hyderabad, Regional Manager (Bancassurance & Alternate Channels) of LIC's South Central Zone, Regional Manager (Marketing) of Western Zone, and Zonal Manager of the Central Zone.

Other Directorships

Committee Membership of other companies

R. Jain

Rahul Jain (44), DIN: 07442202, joined the ITC Board as a Non-Executive Director effective January 1, 2024, representing the Specified Undertaking of the Unit Trust of India (‘SUUTI').

Jain, an IAS Officer, is also a Chartered Accountant and holds a Masters Degree in Commerce from the

University of Pune. He is currently posted as Joint Secretary of the Sixteenth Finance Commission of the Government of India. Prior to this, he was Joint Secretary to the Government of India in the Department of Investment and Public Asset Management,

Ministry of Finance.

Jain joined the Indian Administrative Service in 2005

(Madhya Pradesh cadre). In a career spanning over 18 years, he has served as District Collector in various districts of Madhya Pradesh and as Director, Town and Country Planning Department of the said state. He has extensive experience in the fields of rural and urban development, urban planning, tourism promotion, revenue administration, handling law and order, disaster management, regulatory matters in administration and conducting elections. Jain has been on the

Boards of Rewa City Transport Services Limited, Bhopal Smart City Development Corporation Limited and Indore Smart City Development Limited, amongst others.

Other Directorships

Committee Membership of other companies

S. Mukherjee

Shyamal Mukherjee (64), DIN: 03024803, joined the

ITC Board as a Non-Executive Independent Director effective August 11, 2021.

Mukherjee is a Chartered Accountant and also holds

Degrees of Bachelor in Commerce and Law from

Delhi University. He is the former Chairman and Senior Partner of PricewaterhouseCoopers (‘PwC') in India. With over 37 years of experience, Mukherjee started his professional journey with PwC in 1984 and became a Partner in 1993. As PwC's Chairman, he was at the forefront of making it a more future-ready firm, investing in and strengthening the firm's key capabilities across its people, go-to-market initiatives and internal transformation. He has been known for building a culture that is value-driven and encourages innovation & robust governance. He is presently the

Managing Trustee of the Phanindranath Education Trust, Howrah, and also a Member of the Bar Council of Delhi.

Other Directorships

Committee Membership of other companies

A. Nayak

Anand Nayak (72), DIN: 00973758, joined the ITC Board as a Non-Executive Independent Director effective July 13, 2019.

Nayak is a Post Graduate in Personnel Management and Industrial Relations from XLRI, Jamshedpur, from where he graduated in 1973. He joined ITC the same year and served for more than 42 years until his retirement in December 2015.

During his long tenure with the Company, Nayak held various portfolios and worked across several businesses as well as at Corporate Headquarters where he headed the Human Resources Function from 1996 to 2015. He served on the Corporate Management

Committee of ITC for over 18 years from 1997 to 2015.

He was also responsible for overall management of Social Sector initiatives under the CSR agenda of ITC, and mentored the Mission Sunehra Kal team in crafting enduring sustainability solutions for rural India.

Nayak does not hold directorship of any other company.

S. Panray

Sunil Panray (66), DIN: 09251023, was appointed as a Non-Executive Director on the Board of ITC effective August 11, 2021, as a representative of Tobacco

Manufacturers (India) Limited (‘TMI'), a subsidiary of British American Tobacco p.l.c. (‘BAT').

Panray holds Degrees of Bachelor in Commerce and

Masters in Business Administration from Concordia

University in Montreal, Canada. He is a retired senior executive. He started his professional journey as a Senior Auditor and Financial Consultant with Raymond Chabot Grant Thornton, Canada, and has held senior leadership positions at Imasco Limited, Imperial Tobacco Canada, and BAT. He has also served as the Vice President - Finance and Treasurer of Canadian National Railway Company, the largest transcontinental public railway transportation company in Canada, from 2012 to 2016. During his professional career, he has played key leadership roles in complex business & regulatory environments, and has led significant M&A transactions as well as key strategic initiatives across geographies.

Panray does not hold directorship of any other company.

N. Rao

Nirupama Rao (73), DIN: 06954879, was appointed as a Non-Executive Independent Director on the Board of ITC effective April 8, 2016.

A Post Graduate in English Literature, she is also a Fellow - Harvard University, Fellow - Brown University, Jawaharlal Nehru Fellow, and a recipient of the Degree of Doctor of Letters (Honoris Causa) from the Pondicherry University. She was conferred with the Vanitha Ratna by the Government of Kerala in 2016. She is currently a Global Fellow of The Wilson Center in Washington, D.C., Council Member of the World Refugee & Migration Council, Council Member & Court Member of the Indian Institute of Science, Bengaluru, and an Advisor to the Board of US-India Business Council. She is also a Member of the Council of Management and Society of the National Institute of Advanced Studies as well as of the Board of Governors of the Indian Council for Research on International

Economic Relations, besides being a Founder Trustee of The South Asian Symphony Foundation, Bengaluru.

A career diplomat from the Indian Foreign Service from 1973 to 2011, she served the Government in several important positions including that of the Foreign Secretary of India. She has represented India in several countries during her distinguished career and was the first Indian woman to be appointed High Commissioner to Sri Lanka and Ambassador to China. She was also the first woman spokesperson of the Ministry of External Affairs. After her retirement, she was appointed Ambassador of India to the United States for a period of two years from 2011 to 2013.

Other Directorships

Committee Membership of other companies

A. K. Seth

Ajit Kumar Seth (72), DIN: 08504093, joined the ITC Board as a Non-Executive Independent Director effective July 13, 2019.

An alumnus of St. Stephen's College, Delhi, from where he did his post-graduation in Chemistry,

Seth obtained an M.Phil in Life Sciences from the

Jawaharlal Nehru University, New Delhi, and Masters in Development Finance from the University of Birmingham, UK. In 2015, the University of Birmingham conferred upon him a Doctorate Honoris Causa.

Seth is a retired IAS Officer with administrative experience of more than 41 years. He retired in June 2015 after serving for four years as the Cabinet Secretary of the Government of India, the highest position in civil services. Thereafter, he was appointed Chairman of the Public Enterprises Selection Board. In a varied and distinguished career, his past assignments include postings in the Ministry of Commerce, the Permanent Mission of India to the

United Nations at Geneva (dealing with GATT / UNCTAD) and the Ministry of Textiles. Earlier in Uttar Pradesh, he served as Principal Secretary - Rural Development, Special Secretary - Industries, Divisional Commissioner of Kumaon Division and District Magistrate, Lucknow.

Seth does not hold directorship of any other company.

M. Shankar

Meera Shankar (73), DIN: 06374957, was appointed as a Non-Executive Independent Director on the Board of ITC effective September 6, 2012.

A Post Graduate in English Literature, she joined the Indian Foreign Service in 1973 and had a long career spanning 38 years. She served in the Prime Minister's Office for six years from 1985 to 1991 working on foreign policy and security matters. Thereafter, she led the Commercial Wing in the Indian Embassy in

Washington as Minister (Commerce) till 1995.

She returned as Director General of the Indian Council of Cultural Relations overseeing India's cultural diplomacy. She has had extensive experience in South Asia having worked on Bangladesh, Sri Lanka and Maldives as Under Secretary and Deputy Secretary in the Ministry of External Affairs. Later as Joint Secretary, she headed divisions dealing with neighbours, Nepal and Bhutan, and the South Asian

Association for Regional Cooperation (‘SAARC'). As Additional Secretary, she handled the UN and international security issues. She served as Ambassador of India to Germany from 2005 to 2009 and then to the United States from 2009 to 2011.

Other Directorships

Committee Membership of other companies

A. Singh

Atul Singh (64), DIN: 00060943, joined the ITC Board as a Non-Executive Director effective April 2, 2024, as a representative of TMI.

Singh holds Degrees of Bachelor in Commerce from St. Xavier's College, Kolkata, and Masters in Business Administration from the Neeley School of

Business, Texas, USA. He is a retired executive with more than 35 years of diverse experience in consumer-oriented roles across multiple geographies. He started his career as an Auditor with Price Waterhouse, USA, and has held several senior leadership positions at Colgate-Palmolive, Coca-Cola and Fawaz Abdulaziz Alhokair Company. In 2022, he assumed the role of Executive Vice Chairman (Senior Management Personnel) of Raymond Limited, a position from which he stepped down in August, 2023.

Presently, Singh is a Member of Young Presidents' Organization, New Delhi Chapter, and a Member Designate of the Governing Board of Plan International, India Chapter, a NGO working in over 80 countries. He has been on the Boards of

Genesis Colors Limited, Coca-Cola India Private Limited and Coca-Cola India Foundation, amongst others. He was an Independent Director on the Board of Bata India Limited from 2011 to 2014. He has also served as Chairman of the American Chamber of Commerce in

India and as a Member of the Advisory Board of AIESEC, the world's largest student organisation, in India.

Other Directorships

Committee Membership of other companies: Nil

P. Subrahmanyam

Pushpa Subrahmanyam (62), DIN: 01894076, was appointed as a Non-Executive Independent Director on the Board of ITC effective April 2, 2024.

A Masters in Development Planning and Project

Management from the University of Bradford, UK, and a Masters in Political Science from the University of Hyderabad, she is a retired IAS Officer with administrative experience of over 36 years.

She joined the Indian Administrative Service in 1985

(Andhra Pradesh cadre) and has worked across several sectors including tribal, women & child development, urban development and poverty alleviation. She was the Secretary of the Ministry of Food Processing Industries, Government of India, for more than three years, from where she retired in January, 2022. She also worked as Finance Secretary of the combined State of Andhra Pradesh and has expertise in handling public finance. Since 2013, she managed the employment intensive sectors of textiles and food processing industries at the national level in the Government of India. She has had high level exposure to policy making having worked in the Prime Minister's Office for four years. She also worked with the erstwhile Department for International Development, UK, as Governance Adviser for three years.

She has been on the Boards of National Textile

Corporation Limited, Andhra Pradesh Power Generation

Corporation Limited, Transmission Corporation of Andhra Pradesh Limited and Andhra Pradesh

Urban Finance and Infrastructure Development

Corporation Limited, amongst others.

She presently does not hold directorship of any other company.

* Denotes foreign company

# Denotes Indian company whose securities are listed on a recognised stock exchange

Notes:

1. Other Directorships and Committee Memberships of Directors are as on 23rd May, 2024.

2. Committee Memberships cover Committees under the Companies Act, 2013 viz., Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee of Indian companies.