Purpose and Nature of the Disclosure

This document is a disclosure of the voting results and summary of proceedings from the 115th Annual General Meeting (AGM) of ITC Limited, submitted in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Meeting Details

The 115th Annual General Meeting of ITC Limited was held on Thursday, 23rd July 2026 at 10.30 a.m. (IST). The meeting was conducted entirely through Video Conferencing / Other Audio Visual Means in conformity with regulatory provisions and circulars issued by the Ministry of Corporate Affairs. A one-way live webcast of the proceedings was also made available on the company's corporate website. The meeting concluded at 2.30 p.m. (IST).

Proposed Resolutions and Implications

The AGM Notice dated 21st May 2026 contained eight resolutions for shareholder approval, comprising four items of Ordinary Business and four items of Special Business.

Ordinary Business

1. Adoption of Financial Statements: Adoption of the Standalone and Consolidated Financial Statements for the year ended 31st March 2026, along with the Reports of the Board of Directors and the Auditors.

2. Dividend Declaration: Confirmation of an Interim Dividend of ₹6.50 per Ordinary Share and declaration of a Final Dividend of ₹8.00 per Ordinary Share for the financial year ended 31st March 2026.

3. Re-election of Director: Appointment of Mr. Sunil Panray, who retired by rotation and offered himself for re-election.

4. Re-election of Director: Appointment of Mr. Siddhartha Mohanty, who retired by rotation and offered himself for re-election.

Special Business

5. Statutory Auditor Remuneration: Payment of remuneration not exceeding ₹4.40 crores to Messrs. SRBC & CO LLP, Chartered Accountants, for the audit for FY 2026-27.

6. Re-appointment of Independent Director: Re-appointment of Mr. Hemant Bhargava as a Director and also as an Independent Director for a period of five years with effect from 20th December 2026. This was a Special Resolution.

7. Cost Auditor Remuneration: Payment of remuneration not exceeding ₹7 lakhs to Messrs. ABK & Associates, Cost Auditors for 'Wood Pulp' and 'Paper and Paperboard' products, for FY 2026-27.

8. Cost Auditor Remuneration: Payment of remuneration not exceeding ₹7.90 lakhs to Messrs. S. Mahadevan & Co., Cost Auditors for all other applicable products, for FY 2026-27.

Voting Process and Methods

The voting process was a combination of remote e-voting and e-voting during the AGM.

  • The facility for remote e-voting was available from 9.00 a.m. (IST) on Sunday, 19th July 2026, till 5.00 p.m. (IST) on Wednesday, 22nd July 2026.
  • E-voting facility was also provided during the AGM itself for members who had not cast their votes via the remote e-voting method.
  • The aggregate of votes cast through both remote e-voting and e-voting during the AGM is represented in the results.

Key Voting Outcomes

All eight resolutions were passed by the members by the requisite majority.

Shareholder Participation

  • The total number of shareholders on the record date (16th July 2026) was 4,373,208.
  • 673 public shareholders attended the meeting through Video Conferencing. Physical attendance was not applicable.
  • The total number of outstanding shares on the record date was 1,252,94,68,231.

Resolution-wise Voting Results

Item No. 1: Adoption of Financial Statements

  • Total Votes Polled: 10,27,05,13,241 shares (81.9709% of outstanding shares)
  • Votes in Favour: 10,26,93,62,773 (99.9888% of votes polled)
  • Votes Against: 11,50,468 (0.0112% of votes polled)
  • Promoter & Promoter Group: Did not participate (0 votes polled).
  • Public - Institutions: Voted 10,19,57,08,680 shares (97.6431% turnout); 99.9979% in favour.
  • Public - Non-Institutions: Voted 7,48,04,561 shares (3.5832% turnout); 98.7492% in favour.

Item No. 2: Dividend Declaration

  • Total Votes Polled: 10,30,91,75,629 shares (82.2794% of outstanding shares)
  • Votes in Favour: 10,30,83,72,163 (99.9922% of votes polled)
  • Votes Against: 8,03,466 (0.0078% of votes polled)
  • Promoter & Promoter Group: Did not participate (0 votes polled).
  • Public - Institutions: Voted 10,23,43,80,351 shares (98.0135% turnout); 100.0000% in favour.
  • Public - Non-Institutions: Voted 7,47,95,278 shares (3.5827% turnout); 98.9258% in favour.

Item No. 3: Re-election of Mr. Sunil Panray

  • Total Votes Polled: 10,29,72,15,624 shares (82.1840% of outstanding shares)
  • Votes in Favour: 10,19,12,89,260 (98.9713% of votes polled)
  • Votes Against: 10,59,26,364 (1.0287% of votes polled)
  • Promoter & Promoter Group: Did not participate (0 votes polled).
  • Public - Institutions: Voted 10,22,30,07,398 shares (97.9046% turnout); 98.9792% in favour.
  • Public - Non-Institutions: Voted 7,42,08,226 shares (3.5546% turnout); 97.8850% in favour.

Item No. 4: Re-election of Mr. Siddhartha Mohanty

  • Total Votes Polled: 10,29,71,83,465 shares (82.1837% of outstanding shares)
  • Votes in Favour: 10,19,12,69,029 (98.9714% of votes polled)
  • Votes Against: 10,59,14,436 (1.0286% of votes polled)
  • Promoter & Promoter Group: Did not participate (0 votes polled).
  • Public - Institutions: Voted 10,22,30,07,398 shares (97.9046% turnout); 98.9792% in favour.
  • Public - Non-Institutions: Voted 7,41,76,067 shares (3.5531% turnout); 97.9001% in favour.

Item No. 5: Statutory Auditor Remuneration

  • Total Votes Polled: 10,30,76,63,792 shares (82.2674% of outstanding shares)
  • Votes in Favour: 10,30,59,05,822 (99.9829% of votes polled)
  • Votes Against: 17,57,970 (0.0171% of votes polled)
  • Promoter & Promoter Group: Did not participate (0 votes polled).
  • Public - Institutions: Voted 10,23,30,07,398 shares (98.0003% turnout); 99.9927% in favour.
  • Public - Non-Institutions: Voted 7,46,56,394 shares (3.5761% turnout); 98.6498% in favour.

Item No. 6: Re-appointment of Mr. Hemant Bhargava (Special Resolution)

  • Total Votes Polled: 10,26,31,05,262 shares (81.9117% of outstanding shares)
  • Votes in Favour: 9,66,59,51,099 (94.1815% of votes polled)
  • Votes Against: 59,71,54,163 (5.8185% of votes polled)
  • Promoter & Promoter Group: Did not participate (0 votes polled).
  • Public - Institutions: Voted 10,18,89,26,957 shares (97.5782% turnout); 94.1508% in favour.
  • Public - Non-Institutions: Voted 7,41,78,305 shares (3.5532% turnout); 98.3995% in favour.

Item No. 7: Cost Auditor Remuneration (ABK & Associates)

  • Total Votes Polled: 10,30,76,46,610 shares (82.2672% of outstanding shares)
  • Votes in Favour: 10,30,66,67,705 (99.9905% of votes polled)
  • Votes Against: 9,78,905 (0.0095% of votes polled)
  • Promoter & Promoter Group: Did not participate (0 votes polled).
  • Public - Institutions: Voted 10,23,30,07,398 shares (98.0003% turnout); 100.0000% in favour.
  • Public - Non-Institutions: Voted 7,46,39,212 shares (3.5753% turnout); 98.6885% in favour.

Item No. 8: Cost Auditor Remuneration (S. Mahadevan & Co.)

  • Total Votes Polled: 10,30,76,28,336 shares (82.2671% of outstanding shares)
  • Votes in Favour: 10,30,66,22,255 (99.9902% of votes polled)
  • Votes Against: 10,06,081 (0.0098% of votes polled)
  • Promoter & Promoter Group: Did not participate (0 votes polled).
  • Public - Institutions: Voted 10,23,30,07,398 shares (98.0003% turnout); 100.0000% in favour.
  • Public - Non-Institutions: Voted 7,46,20,938 shares (3.5744% turnout); 98.6517% in favour.

Scrutinizer's Role and Compliance

  • The Board of Directors appointed Mr. R. L. Auddy, Senior Solicitor and Partner, Messrs. Sandersons and Morgans, as the Scrutinizer to scrutinize the entire voting process (remote e-voting and e-voting during the AGM).
  • The Chairman confirmed that the Voting Results and the Scrutinizer's Report would be made available on the websites of the Company and National Securities Depository Limited (NSDL), and would also be forwarded to the National Stock Exchange of India Limited (NSE) and BSE Limited.
  • The meeting was conducted, and the voting was carried out, in compliance with the Companies Act, SEBI LODR Regulations, and relevant MCA circulars.

Other Procedural Information

  • The meeting was chaired by Mr. S. Puri, Chairman & Managing Director.
  • The Chairman introduced the Directors, and confirmed the attendance of the Company Secretary and representatives of the Statutory Auditors and Secretarial Auditors.
  • Statutorily required registers and documents were available for electronic inspection during the AGM.
  • The Chairman delivered a speech on the theme 'ITC: Partnering India in its Defining Decade'.
  • Members who had registered as speakers were given the opportunity to ask questions or seek clarifications on the agenda items, to which the Chairman responded.