Postal Ballot and e-voting of ITC Limited — Voting Results

Date of declaration of the results of Postal Ballot and e-voting: 24th September, 2019

Total number of shareholders on record date: 9,23,766

(being the cut-off date for determining shareholders entitled to vote —
9th August, 2019)

No. of Shareholders present in the meeting either in person or Not Applicable

through proxy:

Promoters and Promoter Group:

Public:

No. of Shareholders attended the meeting through Video Not Applicable

Conferencing:

Promoters and Promoter Group:

Public:

Agenda-wise disclosure

SPECIAL BUSINESS

Item No. 1 — Appointment of Mr. Ajit Kumar Seth as an Independent Director of the Company with
effect from 13th July, 2019.

Resolution Required : Ordinary Resolution

Whether promoter I promoter group are interested in the agenda I resolution? Not Applicable
Category Mode of No. of No. of % of Votes No. of Votes - No. of Votes - % of Votes % of Votes
Voting shares held votes polled Polled on in favour against in favour on against on
outstanding votes votes
shares polled polled
(1) (2) (3) = (4) (5) (6)=[(4)/(2)] (7)=[(5)/(2)]
[(2)1(1)]*100 *100 *100
Promoter and E-Voting 0 0.00 0 0 0.00 0.00
Promoter Group
Poll N.A. N.A. N.A. N.A. N.A. N.A.
0
Postal Ballot 0 0.00 0 0 0.00 0.00
Total 0 0.00 0 0 0.00 0.00
Public- E-Voting 627,20,96,299 93.01 627,15,24,399 5,71,900 99.99 0.01
Institutions
Poll N.A. N.A. N.A. N.A. N.A. N.A.
674,31,46,781
Postal Ballot 0 0.00 0 0 0.00 0.00
Total 627,20,96,299 93.01 627,15,24,399 5,71,900 99.99 0.01
Public- E-Voting 405,30,42,160 73.24 405,23,45,197 6,96,963 99.98 0.02
Non Institutions
Poll N.A. N.A. N.A. N.A. N.A. N.A.
553,39,97,010
Postal Ballot 1,96,448 .... 1,96,448 0 100.00 0.00
Total 405,32,38,608 73.24 405,25,41,645 6,96,963 99.98 0.02
Total 1227,71,43,791 1032,53,34,907 84.10 1032,40,66,044 12,68,863 99.99 0.01
Item No. 2 - Appointment of Mr. Anand Nayak as an Independent Director of the Company with effect
from 13th July, 2019.

Resolution Required : Ordinary Resolution

Whether promoter I promoter group are interested in the agenda / resolution? Not Applicable
Category Mode of No. of No. of % of Votes No. of Votes - No. of Votes - % of Votes % of Votes
Voting shares held votes polled Polled on in favour against in favour on against on
outstanding votes votes
shares polled polled
(1) (2) (3) = (4) (5) (6)=[(4)I(2)] (7)=[(5)/(2)]
pywrioo *100 *100
Promoter and E-Voting 0 0.00 0 0 0.00 0.00
Promoter Group
Poll N.A. N.A. N.A. N.A. N.A. N.A.
0
Postal Ballot 0 0.00 0 0 0.00 0.00
Total 0 0.00 0 0 0.00 0.00
Public- E-Voting 627,20,96,299 93.01 626,84,99,999 35,96,300 99.94 0.06
Institutions
Poll N.A. N.A. N.A. N.A. N.A. N.A.
674,31,46,781
Postal Ballot 0 0.00 0 0 0.00 0.00
Total 627,20,96,299 93.01 626,84,99,999 35,96,300 99.94 0.06
Public - E-Voting 405,30,42,716 73.24 402,57,65,840 2,72,76,876 99.33 0.67
Non Institutions
Poll N.A. N.A. N.A. N.A. N.A. N.A.
553,39,97,010
Postal Ballot 1,96,448 .... 1,96,448 0 100.00 0.00
Total 405,32,39,164 73.24 402,59,62,288 2,72,76,876 99.33 0.67
Total 1227,71,43,791 1032,53,35,463 84.10 1029,44,62,287 3,08,73,176 99.70 0.30

Item No. 3 - Variation in the terms of remunerat on payable to the Chairman & Managing Director and
the Wholetime Directors of the Company with effect from 1st October, 2019.

Resolution Required : Ordinary Resolution

Whether promoter I promoter group are interested in the agenda / resolution? Not Applicable
Category Mode of No. of No. of % of Votes No. of Votes - No. of Votes - % of Votes % of Votes
Voting shares held votes polled Polled on in favour against in favour on against on
outstanding votes votes
shares polled polled
(1) (2) (3) = (4) (5) (6)=[(4)I(2)] (7)1(5)42)]
[(2)1(1)]*100 *100 *100
Promoter and E-Voting 0 0.00 0 0 0.00 0.00
Promoter Group Poll
N.A. N.A. N.A. N.A. N.A. N.A.
0
Postal Ballot 0 0.00 0 0 0.00 0.00
Total 0 0.00 0 0 0.00 0.00
Public- E-Voting 627,15,53,428 93.01 626,60,97,148 54,56,280 99.91 0.09
Institutions
Poll N.A. N.A. N.A. N.A. N.A. N.A.
674,31,46,781
Postal Ballot 0 0.00 0 0 0.00 0.00
Total 627,15,53,428 93.01 626,60,97,148 54,56,280 99.91 0.09
Public- E-Voting 405,30,16,716 73.24 404,56,87,886 73,28,830 99.82 0.18
Non Institutions N.A.
Poll N.A. N.A. N.A. N.A. N.A.
553,39,97,010
Postal Ballot 1,96,448 .... 1,96,448 0 100.00 0.00
Total 405,32,13,164 73.24 404,58,84,334 73,28,830 99.82 0.18
Total 1227,71,43,791 1032,47,66,592 84.10 1031,19,81,482 1,27,85,110 99.88 0.12

The Ordinary Resolutions, as set out in the Postal Ballot Notice dated 2nd August, 2019, have been passed
by the Members by requisite majority.
RAMENDRA LAL A UDDY C/O SANDERSONS & MORGANS
SOLICITOR & ADVOCATE ROYAL INSURANCE BUILDINGS
5, NETAJI SUBHAS ROAD
KOLKATA - 700 001
PHONE : (OFF) 91-33 2248-2644-47 (4 LINES)
91-33-2248 3463 (DIRECT)
(RES) 91-33-2280 5305
FAX : 91-33-2248-2648
MOB : 9831024022
E-mail : rlauddy.sandersons@gmail.com

Scrutinizer's Report
[Pursuant to Section 110 of the Companies Act, 2013 and Rule 22(9) of the
Companies (Management and Administration) Rules, 2014]

Chairman & Managing Director

ITC Limited

Postal Ballot and Electronic Voting on the Resolutions for appointment of Independent Directors of
the Company and variation in the terms of remuneration payable to the Chairman & Managing
Director and the Wholetime Directors of the Company

Dear Sir,

I, R. L. Auddy, Senior Solicitor and Partner, Messrs. Sandersons & Morgans, Advocates & Solicitors,
appointed by the Board of Directors of the Company at the meeting held on 2nd August, 2019 to act
as the Scrutinizer in terms of Section 110 of the Companies Act, 2013 read with Rule 22 of the
Companies (Management and Administration) Rules, 2014, for the purpose of scrutinizing the postal
ballot and electronic voting ("e-voting") process in respect of the Resolutions set out in the
Postal Ballot Notice dated 2nd August, 2019, do hereby submit my report as follows:-

1. Despatch of the Postal Ballot Notice along with the Explanatory Statement and the Postal Ballot
Form to the Members of the Company was completed on 24th August, 2019. The said documents
were sent by the Company in electronic mode to those Members who registered their e-mail
addresses with the Company or with the Depositories and in physical mode to the other
Members.

2. Members whose names were recorded in the Register of Members of the Company or in the
Register of Beneficial Owners maintained by the Depositories as on the cut-off date
i.e. nth August, 2019 were entitled to cast their votes by postal ballot or e-voting.

3. Voting through postal ballot and e-voting commenced at 9.00 a.m. on 25th August, 2019 and
ended at 5.00 p.m. on 23rd September, 2019. E-voting was blocked at 5.00 p.m. on
23rd September, 2019 by National Securities Depository Limited ("NSDL"), engaged by the
Board of Directors of the Company for providing the e-voting platform.

4. The votes cast through e-voting were unblocked on 23rd September, 2019 at 5.15 p.m. in the
presence of 2 (two) witnesses, Ms. A. Guhamallick and Mr. S. Sil, neither of whom are in the
employment of the Company.

5. The Postal Ballot Forms received from the Members, which were kept in a locked ballot box,
were unlocked on 23rd September, 2019 at 5.30 p.m. in the presence of the witnesses referred
to in (4) above. The Postal Ballot Forms received were diligently scrutinised and reconciled with
the records of the Company.
1

\e"
 RAMENDRA LAL AUDDY
SOLICITOR & ADVOCATE

6. Based on the report generated from NSDL's e-voting website www.evoting.nsdl.com and the
Postal Ballot Forms received from the Members, which I have scrutinised, the results of the
postal ballot and e-voting on the Resolutions are reported as under:

SPECIAL BUSINESS

Item No. 1 - Ordinary Resolution

Appointment of Mr. Ajit Kumar Seth as an Independent Director of the Company with effect
from 13th July, 2019.

E-voting Postal Ballot Total Votes

Number of Number of Number of Number of Total number Total number of Percentage of

Members who Shares for Members who Shares for of Members Shares for votes to total
voted which votes voted which votes who voted which votes cast number of valid
cast cast votes cast

Voted in favour 6,169 1032,38,69,596 29 1,96,448 6,198 1032,40,66,044 99.99

of the resolution

Voted against 315 12,68,863 0 0 315 12,68,863 0.01

the resolution

Invalid votes 2,890 5 2,890 -

Item No. 2 - Ordinary Resolution

Appointment of Mr. Anand Nayak as an Independent Director of the Company with effect from
13th July, 2019.

E-voting Postal Ballot Total Votes

Number of Number of Number of Number of Total number Total number of Percentage of

Members who Shares for Members who Shares for of Members Shares for votes to total
voted which votes voted which votes who voted which votes cast number of valid
cast cast votes cast

Voted in favour 6,104 1029,42,65,839 29 1,96,448 6,133 1029,44,62,287 99.70

of the resolution

Voted against 373 3,08,73,176 0 0 373 3,08,73,176 0.30

the resolution

Invalid votes - - 5 2,890 5 2,890 -

2
 RAMENDRA LAL AUDDY
SOLICITOR & ADVOCATE

Item No. 3 - Ordinary Resolution

Variation in the terms of remuneration payable to the Chairman & Managing Director and the
Wholetime Directors of the Company with effect from 1st October, 2019.

E-voting Postal Ballot Total Votes

Number of Number of Number of Number of Total number Total number of Percentage of

Members who Shares for Members who Shares for of Members Shares for votes to total
voted which votes voted which votes who voted which votes cast number of valid
cast cast votes cast

Voted in favour 5,711 1031,17,85,034 29 1,96,448 5,740 1031,19,81,482 99.88

of the resolution

Voted against 764 1,27,85,110 0 0 764 1,27,85,110 0.12

the resolution

Invalid votes - - 5 2,890 5 2,890 -

Yours faithfully,

Place: Kolkata (R L. Au dy)

Date: 24th September, 2019 SCRUTINIZER

We, the undersigned, have witnessed that the votes cast through e-voting were unblocked from
NSDL's e-voting website www.evoting.nsdl.com in our presence on 23rd September, 2019 at
5.15 p.m. and the ballot box containing the physical Postal Ballot Forms was unlocked in our
presence on 23rd September, 2019 at 5.30 p.m.

Att;&c11:V (AA ktiOiliZtk/

Name: Ms. A. Guhamallick ame: Mr. S. Sil
Address: M/s. Sandersons & Morgans Address: M/s. Sandersons & Morgans
5 N. S. Road 5 N. S. Road
Kolkata — 700 001 Kolkata — 700 001