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``` **SECTION: ITC Limited** Virginia House, 37 J. L. Nehru Road, Kolkata 700 071, India Tel: +91 33 2288 9371 Fax: +91 33 2288 4016 / 1256 / 2259 / 2260 28th June, 2024 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 The Secretary The Calcutta Stock Exchange Ltd. 7, Lyons Range Kolkata 700 001 Dear Sirs, **SECTION: Report and Accounts for the financial year ended 31st March, 2024** Further to our letter dated 23rd May, 2024, we hereby enclose, in terms of Regulations 30 and 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report and Accounts of the Company for the financial year ended 31st March, 2024, together with the Notice dated 23rd May, 2024, convening the 113th Annual General Meeting of the Company on 26th July, 2024. Yours faithfully, ITC Limited (R. K. Singhi) Executive Vice President & Company Secretary Encl. as above. **SECTION: Enduring Value** 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 **SECTION: Ziad Siners** BNGol, BINcd, Ba, N, chos Ichos, NacHos, cHos, AASHIRVAAD, SUGAR, ATTA, CONTROL, Oats, Oals, 0, FHGAGE, Sikets, Fiallla, Fiama, Vivel, ivel, Vlvel, Vivel **SECTION: Contents** Contents are hyper-linked to the relevant pages of the report. Click 'ITC Limited' on the Header/Footer of each page to return to Contents Page. **SECTION: ITC Next: Shaping a Future-Ready Enterprise that Puts Nation First** i-xxxii **SECTION: Board of Directors and Committees** 01 **SECTION: Your Directors** 02 **SECTION: Report on Corporate Governance (including Shareholder Information)** 14 **SECTION: Report of the Board of Directors & Management Discussion and Analysis** 42 **SECTION: Secretarial Auditor's Report** 146 **SECTION: CEO and CFO Compliance Certificate** 163 **SECTION: Standalone Financial Statements** - Balance Sheet 164 - Statement of Profit and Loss 165 - Statement of Changes in Equity 166 - Statement of Cash Flows 168 - Notes to the Financial Statements 170 - Independent Auditor’s Report 232 **SECTION: Guide to Subsidiaries, Joint Ventures & Associates** 244 **SECTION: Salient Features of the Financial Statements of Subsidiaries, Joint Ventures & Associates (Form AOC-1)** 247 **SECTION: Consolidated Financial Statements** 251 **SECTION: Ten Years at a Glance** 340 **SECTION: Financial Highlights** **SECTION: Business Responsibility and Sustainability Report** I-LVI **SECTION: ITC Infotech: Business Friendly Solutions** **SECTION: Creating Enduring Institutions** **SECTION: Awards & Accolades** The mnemonic is a vibrant expression of the theme, ‘ITC Next: Shaping a Future-Ready Enterprise that Puts Nation First’. The colourful petals stand for the 12 vibrant businesses of ITC. The green leaf below represents ITC’s exemplary sustainability performance while the one in blue signifies ITC’s pursuit of growth, competitiveness, and profitability. The rings at the centre are a metaphor for the Company’s future readiness and depict mainstreaming of digital in every node of its businesses. **SECTION: Highlights of ITC's Triple Bottom Line Contribution** - Gross Revenue: 69,446 cr - Mother Brands: 25+ - Among Top 3 Corporates in the Private Sector in Terms of Contribution to Exchequer over the Years - 50% of ITC's Energy is from Renewable Sources - Plastic Neutral: Collecting and Sustainably Managing 70,000 MT of Waste - Watershed Development: Over 16 lakh Acres Covered - Sustainable Livelihoods Supported: 60 lakh - PAT: 20,422 cr - Factories: 200+ - Future-ready Businesses: 12 across Agriculture, Manufacturing, and Services - LEED Zero Water: 12 - LEED Zero Carbon: 4 Hotels - Afforestation: Over 11.6 lakh Acres Greened - Stewardship Platinum: 7 Certified Sites - Support to Education: Over 15 lakh Children Benefitted - Skilling: Over 1 lakh Youth Trained - Women reached through Multi-dimensional Programmes: Over 60 lakh - ITC MAARS: Over 15 lakh Farmers Serviced - Climate Smart Agriculture: Over 10 lakh Farmers Covered **SECTION: ITC Next Strategy** 1. Multiple Drivers of Growth 2. Innovation and R&D 3. Supply Chain 4. Digital 5. Sustainability 2.0 6. Cost Agility & Productivity ITC has accelerated digital adoption across every node of its businesses and value chains. A multitude of projects are transforming all facets of ITC's operations – from insighting to product development, smart sourcing to smart supply chain to smart trade, as well as superior brand engagement and marketing through real-time content, connect, and commerce. |
This intelligent, digital architecture is embedded with cutting-edge technologies in AI/ML together with Centres of Excellence in Industry 4.0, Advanced Analytics, and Data Sciences, as well as the 6th Sense Marketing Command Centre. ITC's sustainability interventions are not only designed for risk mitigation and building resilience but also are a source of competitive advantage. ITC has been an exemplar in sustainability, committed to making a meaningful contribution to national priorities while retaining its status as a sustainability exemplar. **SECTION: ITC FMCG** ITC is passionate about building world-class Indian brands that are globally competitive and superior to the best in the world. Today, ITC's portfolio of 25 vibrant mother brands reaches over 25 crore households. Many of them are market leaders in their segments. - India's leading FMCG marketer - Present in Packaged Foods, Cigarettes, Personal Care Products, Education & Stationery Products, Agarbattis & Matches - Annual consumer spend of nearly ₹32,500 cr - Exports to over 70 countries **SECTION: Brand Leadership** - No. 1 in Cream Biscuits - No. 1 in the Bridges segment of Snack Foods - No. 1 in Branded Atta - No. 2 in Agarbattis (No. 1 in Dhoop segment) - No. 2 in Noodles - No. 2 in Bodywash **SECTION: Brands** - BINGol - Dark Fantasy - Fiama - Fabelle - Classmate **SECTION: ITC Next: Shaping a Future-Ready Enterprise that Puts Nation First** **SECTION: ITC NEXT: FMCG** ITC’s FMCG Businesses are well poised for rapid scale-up. The ITC Next strategy for FMCG focuses on a 4P strategy - building a portfolio that aims at fortifying and scaling mega brands, leveraging power brands to address value-added adjacencies, and crafting categories of the future; premiumisation, greater market penetration with an omni-channel strategy, personalisation to meet diverse consumer needs, and building purpose-led brands. ITC is also pursuing value accretive acquisition, joint ventures, and collaboration to accelerate growth. **SECTION: AASHIRVAAD Ragi Vermicelli** Scaling up innovation across all categories, ITC has launched 300 products in 3 years. **SECTION: ITC’s World-Class Brands: Foods** ITC's Branded Packaged Foods Businesses meet evolving consumer demands through innovations centred on health, nutrition, wellness, immunity, indulgence, and convenience. One of India’s largest branded packaged foods companies, ITC is constantly exploring new ways to expand its range of branded packaged foods, launching first-to-market products and developing distinctive products tailored to regional tastes and preferences. The Foods Business is present in multiple categories - Staples, Spices, Biscuits, Confectionery & Gums, Snacks, Noodles & Pasta, Beverages, Dairy, Ready-to-Eat Meals, Chocolate, Coffee, and Frozen Foods. India’s leading food brand with offerings across Staples, Organic Pulses, Dairy, Ready-to-cook, Vermicelli, Rava, Salt, and Spices, Frozen Breads & Parathas, Millets, Instant Mixes, Ready-to-Eat Meals. Aashirvaad Atta is trusted by over 3.5 crore households. **SECTION: ITC Next: Shaping a Future-Ready Enterprise** **SECTION: IN 3 STEPS** ITC's uncompromising commitment to the health and safety of consumers ensures adherence to the highest levels of quality, safety, and hygiene standards in manufacturing processes and the supply chain. ``` ``` **SECTION: Products and Unique Offerings** Unique products based on regional tastes including: - Sunrise Haah Salkumura - First-to-market product for duck curry for Assam - 'Swaad Bihar ka' range of spices **SECTION: ITC Next: Shaping a Future-Ready Enterprise that Puts Nation First** **SECTION: ITC’s World-Class Brands: Foods** Diverse portfolio spanning: - Biscuits - Cakes - Cookies - Milkshakes Notable products include: - Dark Fantasy - Choco Chin Cookies - Choco Fills - Bourbon - MOMSMAGIC - SuperMilk - Glucose PLUS - Digestive Farmlite products - Dark Choco Nut Shake - Mango Smoothie - Vanilla Milkshake - Marie Light **SECTION: MASTERITC** Good For You range includes: - Crispy Rings - Onion Pakoda - Paneer Triangles - Cheesy Corn Veggie Pizza **SECTION: Natural Fruits** Tasty and nutritious fruit beverages made from Indian fruit pulp and not from concentrate: - Mango - Litchi - Orange - Mixed Fruit - Guava - Apple - Pineapple **SECTION: ITC's Health & Nutrition Portfolio** ITC's Foods Business works towards contributing to nutritional and health priorities through its 'Help India Eat Better' strategy. **SECTION: Mission Millets** ITC Foods has developed an innovative 'good-for-you' range of millet-based products for new-age consumers. **SECTION: FoodTech: A New Vector of Growth** Harnessing ITC's enterprise strengths and nurturing opportunities at the convergence of mega trends in digital and sustainability, ITC has launched FoodTech services that synergise the Company's strengths in Foods, Hotels, and Digital. |
**SECTION: ITC's World-Class Brands: Personal Care Products** ITC's wide range of personal care brands offers a unique value proposition to consumers, including: - Germ protection - Skincare - Bath care - Floor cleaners **SECTION: ITC's Agri Business** ITC is one of the country's largest agri businesses and a pioneer in rural transformation, working with farmers to improve productivity and quality of various crops. **SECTION: Empowering Indian Farmers Through Demand-Driven Agri Value Chains** Recognising the need to transform India's agriculture to support livelihoods, enhancing climate resilience, and building capacity for higher growth. **SECTION: ITC Next: Shaping a Future-Ready Enterprise that Puts Nation First** **SECTION: ITC Hotels: Signature Properties, Iconic Cuisines** ITC Hotels is one of the largest hotel chains in the world with over 130 properties across more than 80 destinations, contributing to the tourism potential of the country while supporting livelihoods. **SECTION: ITC Next: Hotels** ITC Hotels has embraced an "Asset-right" approach as part of its ITC Next strategy, focusing on increasing the footprint of management contracts and creating additional revenue streams. **SECTION: ITC Next: Shaping a Future-Ready Enterprise that Puts Nation First** ``` ``` **SECTION: LEED Certification** The world's first 12 hotels to be LEED Zero Carbon certified. **SECTION: LEED Zero Water Hotels** The first 4 hotels to be LEED Zero Water certified are ITC properties. **SECTION: ITC Hotels** - ITC Grand Chola, Chennai - ITC Maratha, Mumbai - ITC Sonar, Kolkata - ITC Windsor, Bengaluru - ITC Mughal, Agra - ITC Grand Central, Mumbai - ITC Rajputana, Jaipur - Welcomhotel Bengaluru - Sheraton New Delhi - Welcomhotel Coimbatore - Welcomhotel Chennai - ITC Maurya, New Delhi - Welcomhotel Guntur - ITC Gardenia, Bengaluru **SECTION: Leadership in Energy and Environmental Design** **SECTION: ITC Next: Shaping a Future-Ready Enterprise that Puts Nation First** **SECTION: ITC's Life Sciences and Technology Centre: Driving Purposeful and Agile Innovation** ITC Life Sciences and Technology Centre (LSTC), the company's R&D and innovation hub in Bengaluru, is at the centre of driving innovation to strengthen ITC's competitiveness. Strategic investments in key science-based platforms in emerging areas of importance for the future, as well as Centres of Excellence across domains, have enabled ITC to launch winning products anchored on the vectors of Health & Nutrition, Indulgence, Hygiene, Protection & Care, Convenience & On-the-Go, etc. With a diverse team of accomplished scientists who collectively have over 4,000 years of research experience, ITC LSTC has filed over 800 patents. **SECTION: Mission DigiArc: ITC's Digital Revolution** ITC's vision to be a FutureTech enterprise is inspired by its commitment to mainstream digital across all facets of its operations. This is powered by 'Mission DigiArc', a next-generation smart digital architecture. The ecosystem is embedded with cutting-edge technologies in AI/ML together with Centres of Excellence in Industry 4.0, Advanced Analytics and Data Sciences, as well as the 6th Sense Marketing Command Centre. **SECTION: Pillars of DigiArc** - Insighting to product development - Smart sourcing to efficient supply chains and delivery in markets - Superior brand engagement and marketing through real-time content, connect and commerce **SECTION: Key Focus Areas** - Superior Insight - Agile Innovation - Efficiency - Flexibility - Right Markets - Right Outlets - Hyper-personalisation - Marketing ROI - Optimised System Costs - Right Assortment The DigiArc ecosystem encompasses over 200 factories, 50 warehouses, nearly 3,000 distributors, and 26 lakh retailers driving real-time, data-led intelligence across ITC. **SECTION: ITC eStore** - Dermafique.com - Aashirvaad Meri/Namma Chakki - Engageshop.in - Fiama.in - Classmateshop.com Scan the QR code to explore ITC’s D2C Platforms: [ITC eStore](https://www.itcportal.com/shop-at-itc.aspx) **SECTION: ITC: A Global Exemplar in Sustainability** For over a quarter of a century, ITC has pursued a path to lead as an exemplar in sustainability. ITC's credo of 'Responsible Competitiveness' has inspired the Company to build extreme competitiveness even as it enhanced environmental resources, worked for combatting climate change, and supported livelihood generation at scale. **SECTION: ITC's Climate Action** ITC has been pursuing a low-carbon growth strategy through extensive decarbonisation programmes across its value chain. ITC is also implementing adaptation measures based on nature-based solutions across its operations and sites. **SECTION: Decarbonisation** **SECTION: Renewable Energy** 50% of energy needs met from renewable sources, well ahead of target. **SECTION: Green Infrastructure** 40 platinum rated green buildings. **SECTION: Carbon Sequestration** ITC's social and farm forestry initiative sequesters nearly 60 lakh tonnes of CO2 annually. |
**SECTION: Circular Economy** **SECTION: Well-being Out of Waste** - Covered 2.5 crore citizens - Solid Waste Management - covered 50 lakh households - Plastic Neutral since FY22 **SECTION: Adaptation: Nature-Based Solutions** - Climate Smart Agriculture - Covers around 28 lakh acres in 19 states - Biodiversity - Restored over 4.7 lakh acres in 10 states - Integrated Water Stewardship - Watershed Development: 54 million kl rainwater harvesting potential created - Demand Side Management: Potential water savings of 1,090 million kl annually - AWS Certification for high water-stressed sites – 7 **SECTION: Climate Risk Assessments** ITC has carried out climate risk assessments across 140 sites using the latest climate models at a pan-organisation level. This was followed by site and agri value chain-specific assessments for developing locally contextual adaptation plans. **SECTION: ITC: Supporting Sustainable Livelihoods** ITC's social investment initiatives follow a two-horizon approach for supporting and sustaining livelihoods of communities, keeping women and other vulnerable sections of society at the core. **HORIZON-I** - Climate Smart Agriculture - Benefitted over 10 lakh farmers - Women Empowerment – Over 1.9 lakh women reached through livelihood and micro-enterprises - Integrated Water Stewardship – Covered over 4.8 lakh people - Rural Healthcare – Over 14.6 lakh beneficiaries under Maternal & Child Healthcare and Nutrition programme - Afforestation - Supports 21.2 crore person-days of employment - Support to Education - Over 15 lakh children covered - Livestock - Benefitted over 7 lakh farmers - Skilling - Over 1 lakh youth trained - Sanitation & Waste Management – Over 50 lakh households covered **SECTION: Sustainability 2.0: Towards the Next Horizon of Sustainability** **SECTION: Recognitions & Awards** - Entered the prestigious 'A’ List for CDP Water, rated at the 'Leadership Level' for CDP Climate - Included in Dow Jones Sustainability Emerging Markets Index for 4 years in a row - Sustained 'AA' rating by MSCI since 2018 - Conferred 'CSR Excellence Award' in the large category by the Institute of Company Secretaries of India in 2021 - Bestowed First Prize in the 'Best Industry for CSR Activities' category by the Union Ministry of Jal Shakti, 2020 - Won the Chemtech Award for Excellence in ESG in 2023 - Received the first-ever UNDP Mahatma Award for Biodiversity in 2023 Scan the QR code to watch the ITC CorpComm YouTube Channel: [ITC YouTube Channel](https://www.youtube.com/channel/UCA6kL19PkfpLSu57zIyWHrg) **SECTION: Board of Directors** **SECTION: Chairman & Managing Director** Sanjiv Puri **SECTION: Non-Executive Directors** - Shilabhadra Banerjee - Anand Nayak **SECTION: Executive Directors** - Sumant Bhargavan - Supratim Dutta - Hemant Malik - Alka Marezban Bharucha - Nirupama Rao - Hemant Bhargava - Sunil Panray - Arun Duggal - Ajit Kumar Seth - Mukesh Gupta - Meera Shankar - Rahul Jain - Atul Singh - Shyamal Mukherjee - Pushpa Subrahmanyam **SECTION: Board Committees** **SECTION: Audit Committee** - A Duggal, Chairman - S Banerjee, Member - H Bhargava, Member - S Mukherjee, Member - S Dutta, Invitee - M Ganesan, Invitee - R K Singhi, Secretary - Representative of the Statutory Auditors, Invitee **SECTION: CSR and Sustainability Committee** - S Puri, Chairman - M Gupta, Member - R Jain, Member - S Panray, Member - N Rao, Member - A K Seth, Member - M Shankar, Member - A Singh, Member **SECTION: Nomination & Compensation Committee** - A Nayak, Chairman - S Banerjee, Member - S Puri, Member - A K Seth, Member - M Shankar, Member - R K Singhi, Secretary **SECTION: Securityholders Relationship Committee** - H Bhargava, Chairman - S Dutta, Member - M Gupta, Member - A Nayak, Member - B Sumant, Member - R K Singhi, Secretary **SECTION: Independent Directors Committee** - S Banerjee, Member - H Bhargava, Member - A M Bharucha, Member - A Duggal, Member - S Mukherjee, Member - A Nayak, Member - N Rao, Member - A K Seth, Member - M Shankar, Member - P Subrahmanyam, Member **SECTION: Corporate Management** **SECTION: Executive Vice President & Company Secretary** Rajendra Kumar Singhi **SECTION: General Counsel** Shanmuga Sundaram Angamuthu **SECTION: Investor Service Centre** 37 Jawaharlal Nehru Road, Kolkata 700 071, India Telephone nos.: 1800-345-8152 (toll free) 033 2288 6426 / 0034 Facsimile no.: 033 2288 2358 e-mail: [email protected] **SECTION: Statutory Auditors** S R B C & CO LLP Chartered Accountants, Mumbai **SECTION: Registered Office** Virginia House 37 Jawaharlal Nehru Road, Kolkata 700 071, India Telephone no.: 033 2288 9371 CIN: L16005WB1910PLC001985 * Resigned w.e.f. 31st May, 2024. |
ITC Corporate Website: [www.itcportal.com](http://www.itcportal.com) **SECTION: Your Directors** **SECTION: Sanjiv 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. **SECTION: Other Directorships** | Name of the company | Position | |---------------------|----------| | ITC Hotels Limited | Chairperson & Non-Executive Director | | ITC Infotech India Limited | Chairperson & Non-Executive Director | | ITC Infotech Limited, UK * | Chairperson & Non-Executive Director | | ITC Infotech (USA), Inc. |
* | Chairperson & Non-Executive Director | | Surya Nepal Private Limited * | Chairperson & Non-Executive Director | | Indian School of Business | Member, Governing Board and Executive Board | | Russell Credit Limited | Chairperson & Non-Executive Director | | ITC Integrated Business Services Limited | Chairperson & Non-Executive Director | | Gold Flake Corporation Limited | Chairperson & Non-Executive Director | | Greenacre Holdings Limited | Chairperson & Non-Executive Director | | ITC Hotels Limited | Non-Executive Director | | ITC Infotech India Limited | Non-Executive Director | | ITC Infotech Limited, UK * | Non-Executive Director | | ITC Infotech (USA), Inc. * | Non-Executive Director | | Surya Nepal Private Limited * | Non-Executive Director | | WelcomHotels Lanka (Private) Limited * | Non-Executive Director | **SECTION: Supratim 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. ``` ``` **SECTION: ITC Limited REPORT AND ACCOUNTS 2024** **SECTION: Your Directors** **SECTION: Committee Membership of other companies** Meetings Data: Name of the company, Committee, Position - Russell Credit Limited, Audit Committee, Chairperson - Russell Credit Limited, CSR Committee, Chairperson - Russell Credit Limited, Nomination and Remuneration Committee, Member - ITC Infotech India Limited, Audit Committee, Chairperson - ITC Infotech India Limited, Nomination and Remuneration Committee, Member **SECTION: 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. **SECTION: 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. **SECTION: Other Directorships** Meetings Data: Name of the company, Position - ITC Fibre Innovations Limited, Chairperson & Non-Executive Director - The Tollygunge Club Limited, Member, General Committee - Committee Membership of other companies: Nil **SECTION: 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. **SECTION: 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. **SECTION: Other Directorships** Meetings Data: Name of the company, Position - Larsen & Toubro Limited, Nominee Director - SMC Global Securities Limited, Independent Director - UGRO Capital Limited, Independent Director - Providence Life Limited, PCC, Mauritius, Non-Executive Director **SECTION: Your Directors** **SECTION: Committee Membership of other companies** Meetings Data: Name of the company, Committee, Position - Larsen & Toubro Limited, Stakeholders Relationship Committee, Member - UltraTech Cement Limited, Independent Director - SMC Global Securities Limited, Audit Committee, Member - Hindalco Industries Limited, Independent Director - UGRO Capital Limited, Audit Committee, Chairperson - Aditya Birla Sun Life AMC Limited, Independent Director - Nomination and Remuneration Committee, Member - Honda India Power Products Limited, Independent Director - Orient Electric Limited, Independent Director - Honda Cars India Limited, Independent Director - Safalya Investments and Traders Private Limited, Non-Executive Director **SECTION: 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. **SECTION: Committee Membership of other companies** Meetings Data: Name of the company, Committee, Position - UltraTech Cement Limited, Audit Committee, Member - Nomination, Remuneration and Compensation Committee, Member - Aditya Birla Sun Life AMC Limited, Stakeholders Relationship Committee, Chairperson - Nomination, Remuneration and Compensation Committee, Chairperson - Corporate Social Responsibility Committee, Chairperson - Honda India Power Products Limited, Audit Committee, Chairperson - Nomination and Remuneration Committee, Chairperson **SECTION: 6 ITC Limited REPORT AND ACCOUNTS 2024** **SECTION: Your Directors** **SECTION: Committee Membership of other companies (Contd.)** Meetings Data: Name of the company, Committee, Position - Orient Electric Limited, Stakeholders Relationship Committee, Chairperson - Nomination and Remuneration Committee, Chairperson - Audit Committee, Member - Honda Cars India Limited, Audit Committee, Chairperson - Nomination and Remuneration Committee, Member **SECTION: Other Directorships** Meetings Data: Name of the company, Position - ICRA Limited, Chairperson & Independent Director - ASK Automotive Limited, Independent Director - Dr. Lal PathLabs Limited, Independent Director - Davenport Management Consultants Services Private Limited, Non-Executive Director **SECTION: 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. He was the Chief Financial Officer of HCL Technologies 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. **SECTION: Committee Membership of other companies** Meetings Data: Name of the company, Committee, Position - ICRA Limited, Audit Committee, Member - Stakeholders Relationship Committee, Member - ASK Automotive Limited, Audit Committee, Chairperson - Stakeholders Relationship Committee, Member - Nomination and Remuneration Committee, Member - Dr. Lal PathLabs Limited, Stakeholders Relationship Committee, Chairperson - Nomination and Remuneration Committee, Chairperson - Audit Committee, Member - Corporate Social Responsibility Committee, Member **SECTION: ITC Limited REPORT AND ACCOUNTS 2024** **SECTION: Your Directors** **SECTION: 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. |
**SECTION: Other Directorships** Meetings Data: Name of the company, Position - IDBI Bank Limited, Nominee Director - CFM Asset Reconstruction Private Limited, Independent Director **SECTION: Committee Membership of other companies** Meetings Data: Name of the company, Committee, Position - IDBI Bank Limited, Audit Committee, Member - Nomination and Remuneration Committee, Member - CFM Asset Reconstruction Private Limited, Audit Committee, Chairperson - Nomination and Remuneration Committee, Member - Corporate Social Responsibility Committee, Member **SECTION: 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. **SECTION: Other Directorships** Meetings Data: Name of the company, Position - Al Airport Services Limited, Nominee Director - Al Assets Holding Limited, Nominee Director - Al Engineering Services Limited, Nominee Director - National Financial Holdings Company Limited, Nominee Director - National Land Monetization Corporation Limited, Nominee Director **SECTION: ITC Limited REPORT AND ACCOUNTS 2024** **SECTION: Your Directors** **SECTION: Committee Membership of other companies** Meetings Data: Name of the company, Committee, Position - Al Airport Services Limited, Audit Committee, Member - Corporate Social Responsibility Committee, Member - Al Assets Holding Limited, Stakeholders Relationship Committee, Member **SECTION: Other Directorships** Meetings Data: Name of the company, Position - Bharti Airtel Limited, Independent Director - UrbanClap Technologies India Private Limited, Independent Director **SECTION: Committee Membership of other companies** Meetings Data: Name of the company, Committee, Position - Al Engineering Services Limited, Audit Committee, Member - Corporate Social Responsibility Committee, Member - Bharti Airtel Limited, Audit Committee, Chairperson - Stakeholders Relationship Committee, Member - UrbanClap Technologies India Private Limited, Audit Committee, Chairperson - Nomination and Remuneration Committee, Member **SECTION: 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. **SECTION: 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. **SECTION: S. Panray** ``` ``` **SECTION: Directors Overview** **SECTION: Sunil 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 with a career that includes roles as a Senior Auditor and Financial Consultant with Raymond Chabot Grant Thornton, Canada, and senior leadership positions at Imasco Limited, Imperial Tobacco Canada, and BAT. He served as Vice President - Finance and Treasurer of Canadian National Railway Company from 2012 to 2016. Panray does not hold directorship of any other company. **SECTION: N. Rao** Nirupama Rao (73), DIN: 06954879, was appointed as a Non-Executive Independent Director on the Board of ITC effective April 8, 2016. She holds a Post Graduate degree in English Literature and is a Fellow of Harvard University and Brown University, among other accolades. Rao has served in various prestigious roles, including as the Foreign Secretary of India and Ambassador to the United States. She does not hold directorship of any other company. **SECTION: Other Directorships** | Name of the company | Position | |---------------------|----------| | JSW Steel Limited | Independent Director | | KEC International Limited | Independent Director | **SECTION: Committee Membership of Other Companies** | Name of the company | Committee | Position | |---------------------|-----------|----------| | JSW Steel Limited | Corporate Social Responsibility Committee | Chairperson | | JSW Steel Limited | Nomination and Remuneration Committee | Member | | KEC International Limited | Stakeholders Relationship Committee | Chairperson | **SECTION: A. K. Seth** Ajit Kumar Seth (72), DIN: 08504093, joined the ITC Board as a Non-Executive Independent Director effective July 13, 2019. He is a retired IAS Officer with over 41 years of administrative experience, including serving as Cabinet Secretary of the Government of India. **SECTION: M. Shankar** Meera Shankar (73), DIN: 06374957, was appointed as a Non-Executive Independent Director on the Board of ITC effective September 6, 2012. She has had a distinguished career in the Indian Foreign Service, serving in various capacities including as Ambassador of India to Germany and the United States. **SECTION: Other Directorships** | Name of the company | Position | |---------------------|----------| | Adani Energy Solutions Limited | Independent Director | | JK Tyre & Industries Limited | Independent Director | | Pidilite Industries Limited | Independent Director | | INDO-MIM Limited | Independent Director | **SECTION: Committee Membership of Other Companies** | Name of the company | Committee | Position | |---------------------|-----------|----------| | Adani Energy Solutions Limited | Audit Committee | Member | | JK Tyre & Industries Limited | Stakeholders Relationship Committee | Chairperson | | Pidilite Industries Limited | Corporate Social Responsibility Committee | Member | **SECTION: 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. He holds degrees in Commerce and Business Administration and has over 35 years of experience in consumer-oriented roles. **SECTION: Other Directorships** | Name of the company | Position | |---------------------|----------| | Compass Limited | Non-Executive Director | **SECTION: Committee Membership of Other Companies** Nil **SECTION: P. Subrahmanyam** Pushpa Subrahmanyam (62), DIN: 01894076, was appointed as a Non-Executive Independent Director on the Board of ITC effective April 2, 2024. She is a retired IAS Officer with over 36 years of experience in public finance and has held various significant positions in the Government of India. **SECTION: 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. **SECTION: Report on Corporate Governance** The Directors present the Company’s Report on Corporate Governance pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’). ITC Limited has established a formalised system of Corporate Governance, ensuring ethical and responsible conduct of business. **SECTION: Governance Philosophy** ITC defines Corporate Governance as a systemic process to enhance wealth-generating capacity while ensuring resources are utilized to meet stakeholders’ aspirations. The governance structure is based on two core principles: management freedom within effective accountability. **SECTION: Governance Structure** The practice of Corporate Governance in ITC occurs at three levels: 1. Strategic supervision by the Board of Directors. 2. Strategic management by the Corporate Management Committee. 3. Executive management by the Divisional Chief Executive. **SECTION: Roles of Various Entities** - **Board of Directors**: Protects and enhances shareholder value through strategic supervision. - **Corporate Management Committee (CMC)**: Manages the Company’s businesses within Board-approved frameworks. |
- **Divisional Management Committee (DMC)**: Responsible for executive management to achieve business objectives. **SECTION: Chairman** The Chairman leads the Board and CMC, ensuring effective governance and communication among Directors. **SECTION: Non-Executive Director** Non-Executive Directors provide independent judgment on strategy, performance, and conduct. **SECTION: Executive Director** The Executive Director oversees the operational aspects of the Company, ensuring alignment with strategic goals. ``` ``` **SECTION: Executive Director Role** The Executive Director assists the Board in realizing its role of strategic supervision of the Company in pursuit of its purpose and goals. As a member of the CMC, an Executive Director contributes to the strategic management of the Company’s businesses within Board approved direction/framework. An Executive Director accountable to the Board for a business assumes overall responsibility for its strategic management, including governance processes and top management effectiveness. Similarly, as Director accountable to the Board for a corporate function, the overall strategic responsibility for its performance forms part of the Executive Director’s role. In the context of the multi-business character of the Company, an Executive Director is in the nature of a Managing Director for those businesses and functions reporting to him. **SECTION: CMC Member Role** A CMC Member contributes to the strategic management of the Company’s businesses within Board approved direction/framework. A CMC Member accountable for a business assumes responsibility for its strategic management, including governance processes and top management effectiveness. Similarly, where accountable for a corporate function, the overall strategic responsibility for its performance forms part of the CMC Member’s role. **SECTION: Report on Corporate Governance** **Divisional Chief Executive Role** The Divisional Chief Executive for a business has the executive responsibility for its day-to-day operations and provides leadership to the DMC in its task of executive management of the business and the Verticals within the Division. The Chief Operating Officer of a Business Vertical is responsible for providing leadership to the Executive Committee of the Vertical and realizing the tactical & strategic objectives of the respective business area. **SECTION: BOARD OF DIRECTORS** **SECTION: Composition** The ITC Board is a balanced Board, comprising Executive and Non-Executive Directors. The Non-Executive Directors include independent professionals. Independent Directors represent at least 50% of the total strength of the Board. The Governance Policy of the Company requires that Non-Executive Directors be drawn from amongst eminent professionals, with experience in business/finance/law/public administration and enterprises. The present composition of the Board represents an optimal mix of professionalism, knowledge, experience, and diversity. **SECTION: Composition of the Board as on 31st March, 2024** Category, No. of Directors, Percentage to total no. of Directors - Executive Directors, 4, 25.00% - Non-Executive Independent Directors, 9, 56.25% - Other Non-Executive Directors, 3, 18.75% - Total, 16, 100.00% **SECTION: Director Information** Category, No. of other Directorship(s), No. of Membership(s) / Chairpersonship(s) of Audit Committee / Stakeholders Relationship Committee of other Indian public limited companies - S. Puri, Chairman & Managing Director, 5, Nil - S. Dutta, Executive Director & Chief Financial Officer, 9, 2 [also as Chairperson] - H. Malik, Executive Director, Nil, Nil - B. Sumant, Executive Director, 2, Nil - S. Banerjee, Independent Director, Nil, Nil - H. Bhargava, Independent Director, 4, 3 [including 1 as Chairperson] - A. M. Bharucha, Independent Director, 8, 7 [including 4 as Chairperson] - A. Duggal, Independent Director, 4, 6 [including 2 as Chairperson] - S. Mukherjee, Independent Director, 2, 2 [including 1 as Chairperson] - A. Nayak, Independent Director, Nil, Nil - N. Rao, Independent Director, 3, Nil - A. K. Seth, Independent Director, Nil, Nil - M. Shankar, Independent Director, 4, 4 [including 2 as Chairperson] - M. Gupta, Non-Executive Director, 2, 1 - R. Jain, Non-Executive Director, 5, 3 - S. Panray, Non-Executive Director, Nil, Nil *Details with respect to other Directorships are provided under the section ‘Your Directors’ in the Report and Accounts. **SECTION: Meetings and Attendance** The Company’s Governance Policy requires the Board to meet at least five times a year. The tentative annual calendar of meetings is determined at the beginning of each year. During the financial year 2023-24, the intervening period between two Board Meetings was well within the maximum gap of 120 days prescribed under the Listing Regulations. **SECTION: Board Agenda** Meetings are governed by a structured agenda. The Board Members, in consultation with the Chairman, may bring up any matter for the consideration of the Board. All major agenda items are backed by comprehensive background information to enable the Board to take informed decisions. |
Agenda papers are generally circulated seven to fourteen days prior to the Board Meeting. **SECTION: Information Placed Before the Board** In terms of the Company’s Governance Policy, all statutory and other significant & material information are placed before the Board to enable it to discharge its responsibility of strategic supervision of the Company as trustees of Shareholders. The following in particular are tabled for the Board’s approval/periodic review or information: - Annual operating plans & budgets and periodic review of the Company’s businesses. - Quarterly performance including business-wise financials. - External Audit Management Reports (through the Audit Committee). - Status of safety and legal compliance. - Status and effectiveness of risk management plans. - Succession to senior management (through the Nomination & Compensation Committee). - Statutory compliance reports from business units/corporate functions. - Show cause/demand/prosecution/adjudication notices, if any, from revenue authorities which are considered materially important, including any exposure that exceeds 1% of the Company’s net worth, and their outcome. - Significant court judgement or order passing strictures, if any, on the conduct of the Company or a subsidiary of the Company or any employee, which could negatively impact the Company’s image. - Product liability claims of substantial nature, if any. - Default, if any, in payment of dues to any major creditor. - Write-offs/disposals of fixed assets, inventories, receivables, advances etc. - Significant development in Human Resources/Industrial Relations. - Non-compliance of any regulatory, statutory or listing requirements and in relation to shareholders’ services. **SECTION: Post-meeting Follow-up System** The Governance processes in the Company include an effective post-meeting follow-up, review, and reporting process for action taken/pending on decisions of the Board, the Board Committees, the CMC, and the DMCs. **SECTION: Details of Board Meetings during the financial year 2023-24** Sl. No., Date, Board Strength, No. of Directors present 1, 17th April, 2023, 16, 16 2, 18th May, 2023, 16, 16 3, 24th July, 2023, 16, 15 4, 14th August, 2023, 18, 17 5, 19th October, 2023, 17, 17 6, 29th January, 2024, 17, 16 **SECTION: Attendance at Board Meetings and at Annual General Meeting (‘AGM’) during the financial year 2023-24** Director, No. of Board Meetings attended, Attendance at last AGM - S. Puri, 6, Yes - S. Dutta, 6, Yes - H. Malik, 3, N.A. - B. Sumant, 6, Yes - S. Banerjee, 6, Yes - H. Bhargava, 6, Yes - A. M. Bharucha, 2, N.A. - A. Duggal, 6, Yes - M. Gupta, 6, Yes - R. Jain, 1, N.A. - S. Mukherjee, 6, Yes - A. Nayak, 6, Yes - S. Panray, 6, Yes - N. Rao, 5, Yes - A. K. Seth, 6, Yes - M. Shankar, 6, Yes - N. Anand, 5, Yes - P. R. Chittaranjan, 3, Yes - D. R. Simpson, 6, Yes 1. Appointed as Executive Director w.e.f. 12th August, 2023. 2. Appointed as Independent Director w.e.f. 12th August, 2023. 3. Appointed as Non-Executive Director w.e.f. 1st January, 2024. 4. Ceased to be Executive Director w.e.f. 3rd January, 2024 upon completion of term. 5. Resigned as Non-Executive Director w.e.f. 1st September, 2023. 6. Resigned as Non-Executive Director w.e.f. 30th January, 2024. **SECTION: COMMITTEES OF THE BOARD** Currently, there are five Board Committees – the Audit Committee, the Nomination & Compensation Committee, the Securityholders Relationship Committee, the CSR and Sustainability Committee, and the Independent Directors Committee. The terms of reference of the Committees are determined by the Board from time to time, other than the Independent Directors Committee the terms of reference of which are as prescribed under law. Meetings of Board Committees are normally convened by the respective Committee Chairman. Matters requiring the Board’s attention/approval, as emanating from the Board Committee Meetings, are placed before the Board with clearance of the Committee Chairman. All the recommendations made by Board Committees during the year were accepted by the Board. Minutes of Board Committee Meetings are placed before the Board. The role and composition of these Committees, including the number of meetings held during the financial year and the related attendance, are provided below. **SECTION: I. AUDIT COMMITTEE** The Audit Committee provides reassurance to the Board on the existence of an effective internal control environment that ensures: - Efficiency and effectiveness of operations, both domestic and overseas. - Safeguarding of assets and adequacy of provisions for all liabilities. - Reliability of financial and other management information and adequacy of disclosures. - Compliance with all relevant statutes. **SECTION: Composition of the Audit Committee** The Audit Committee presently comprises four Independent Directors. |
The Chairman of the Committee is also an Independent Director. The Executive Director representing the Finance function, the Chief Financial Officer, the Head of Internal Audit, and the representative of the Statutory Auditors are Invitees to the meetings of the Audit Committee. The Head of Internal Audit is the Coordinator and the Company Secretary is the Secretary to the Committee. The representatives of the Cost Auditors are invited to meetings of the Committee whenever matters relating to cost audit are considered. All members of the Committee are financially literate; three members, including the Chairman of the Committee, have accounting and financial management expertise. The names of the members of the Audit Committee, including its Chairman, are provided under the section ‘Board of Directors and Committees’ in the Report and Accounts. **SECTION: Meetings and Attendance during the financial year 2023-24** **SECTION: Details of Audit Committee Meetings** Sl. No., Date, Committee Strength, No. of Members present 1, 7th April, 2023, 4, 4 2, 5th May, 2023, 4, 4 3, 18th May, 2023, 4, 4 4, 7th July, 2023, 4, 4 5, 14th August, 2023, 4, 4 6, 19th October, 2023, 4, 4 7, 12th January, 2024, 4, 4 8, 29th January, 2024, 4, 4 **SECTION: Attendance at Audit Committee Meetings** Member, No. of Meetings attended - A. Duggal, 8 - S. Banerjee, 8 - H. Bhargava, 8 - S. Mukherjee, 8 **SECTION: II. NOMINATION & COMPENSATION COMMITTEE** The Nomination and Remuneration Committee of the Board, under the nomenclature ‘Nomination & Compensation Committee’, inter alia, identifies persons qualified to become Directors, and recommends to the Board the appointment, remuneration, and removal of the Directors and senior management. The Committee’s role also includes formulation of criteria for evaluation of performance of the Directors & the Board as a whole, and administration of the Employee Stock Option Schemes of the Company. **SECTION: Composition of the Nomination & Compensation Committee** The Nomination & Compensation Committee presently comprises four Independent Directors and the Chairman of the Company. The Chairman of the Committee is an Independent Director. The Company Secretary is the Secretary to the Committee. The names of the members of the Nomination & Compensation Committee, including its Chairman, are provided under the section ‘Board of Directors and Committees’ in the Report and Accounts. **SECTION: Meetings and Attendance during the financial year 2023-24** **SECTION: Details of Nomination & Compensation Committee Meetings** Sl. No., Date, Committee Strength, No. of Members present 1, 17th May, 2023, 4, 4 2, 24th July, 2023, 4, 4 3, 18th October, 2023, 4, 4 4, 29th January, 2024, 4, 4 **SECTION: Attendance at Nomination & Compensation Committee Meetings** Member, No. of Meetings attended - S. Banerjee, 4 - A. Nayak, 4 - S. Puri, 4 - A. K. Seth, N.A. - M. Shankar, 4 1. Ceased to be Chairman of the Committee w.e.f. 15th April, 2024. 2. Appointed as Member w.e.f. 29th January, 2024. **SECTION: Remuneration Policy** ITC’s Remuneration strategy is performance-based, competitive, and values-led. It is designed to reward holistic performance that is in congruence with the Company’s “triple bottom line” approach to business, to attract & retain high-quality talent and is anchored on ITC’s values, all of which are integral in pursuit of the Company’s vision and mission of enhancing the wealth-generating capability of the enterprise in a globalized environment, while delivering superior and sustainable stakeholder value. The Remuneration Policy of the Company is market-led and factors in the competitive context of each business. Performance against the Sustainability goals of the Company has also been included as a factor in assessing business performance, which, in turn, contributes to determining remuneration. The Company has adopted a comprehensive ‘Total Rewards’ approach to remuneration that, inter alia, promotes a superior quality of personal and work life by combining both cash and non-cash components/benefits. The Company’s Policy on remuneration of Directors, Key Managerial Personnel, and other employees, as approved by the Board, may be accessed on its corporate website at https://www.itcportal.com/remuneration-policy. There has been no change in the Policy during the year. **SECTION: Remuneration of Directors** Remuneration of the Chairman and the Executive Directors is determined by the Board on the recommendation of the Nomination & Compensation Committee, subject to the approval of the Shareholders. |
The Chairman and each of the Executive Directors are entitled to performance bonus for every financial year up to a maximum of 300% and 200% of their basic/consolidated salary, respectively, as may be determined by the Board on the recommendation of the Nomination & Compensation Committee; such remuneration is linked to the performance of the Company inasmuch as the performance bonus is based on various qualitative and quantitative performance criteria. Apart from fixed elements of remuneration and benefits/perquisites, the Chairman and the Executive Directors are also eligible for Long Term Incentives, including Stock Options, as may be determined by the Nomination & Compensation Committee and/or the Board; such incentives are linked to individual performance and the overall performance of the Company, including performance against Sustainability goals. The maximum annual value of such Long Term Incentives is 0.10% and 0.05% for the Chairman and each of the Executive Directors, respectively, of the net profits of the Company for the immediately preceding financial year. **SECTION: Remuneration Table** Director, Basic / Consolidated Salary, Perquisites / Other Benefits, Performance Bonus / Long Term Incentives / Commission, Sitting Fees, Total - S. Puri, 312.00, 57.70, 2,148.09, -, 2,517.79 - S. Dutta, 156.00, 31.67, 379.11, -, 566.78 - H. Malik, 99.39, 18.57, 131.41, -, 249.37 - B. Sumant, 180.00, 33.82, 978.10, -, 1,191.92 - S. Banerjee, -, -, 100.00, 13.00, 113.00 - H. Bhargava, -, -, 100.00, 11.00, 111.00 - A. M. Bharucha, -, -, -, 2.50, 2.50 - A. Duggal, -, -, 100.00, 12.50, 112.50 - M. Gupta, -, -, 100.00*, 8.10, 108.10 - R. Jain, -, -, -, 1.00*, 1.00 - S. Mukherjee, -, -, 100.00, 11.00, 111.00 - A. Nayak, -, -, 100.00, 10.80, 110.80 - S. Panray, -, -, 100.00, 7.50, 107.50 - N. Rao, -, -, 100.00, 7.50, 107.50 - A. K. Seth, -, -, 100.00, 8.50, 108.50 - M. Shankar, -, -, 100.00, 10.50, 110.50 - N. Anand, 135.97, 222.72, 978.10, -, 1,336.79 ``` ``` **SECTION: Meetings and Attendance** **SECTION: Nomination & Compensation Committee Meetings** During the financial year, the following meetings were held: | Sl. No. | Date | Committee Strength | No. of Members Present | |---------|--------------------|-------------------|------------------------| | 1 | 25th April, 2014 | 5 | 4 | | 2 | 23rd May, 2014 | 5 | 5 | **SECTION: Director Information** - P. R. Chittaranjan: 15.62 *, 4.90 *, 20.52 - N. Doda: 80.55 *, -, 80.55 - D. R. Simpson: 100.00, 7.50, 107.50 - R. Tandon: 564.38, -, 564.38 * Paid to the Public Financial Institution the Director represents/represented. **SECTION: Director Appointments and Resignations** 1. Appointed as Executive Director w.e.f. 12th August, 2023. 2. Appointed as Independent Director w.e.f. 12th August, 2023. 3. Appointed as Non-Executive Director w.e.f. 1st January, 2024. 4. Ceased to be Executive Director w.e.f. 3rd January, 2024 upon completion of term. 5. Resigned as Non-Executive Director w.e.f. 1st September, 2023. 6. Resigned as Non-Executive Director w.e.f. 20th January, 2023. 7. Resigned as Non-Executive Director w.e.f. 30th January, 2024. 8. Ceased to be Executive Director w.e.f. 22nd July, 2022 upon completion of term. **SECTION: Non-Executive Directors Disclosure** Pecuniary relationship or transaction: None. **SECTION: Report on Corporate Governance** **SECTION: Employee Stock Option Schemes** During the financial year, the eligible employees and Directors of the Company were granted 15,16,450 Stock Options at ‘market price’ as defined under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. Each Option entitles the holder to apply for and be allotted ten Ordinary Shares of the Company of ` 1/- each upon payment of the exercise price during the exercise period. The exercise period commences from the date of vesting of the Options and expires at the end of five years from the date of such vesting. **Options Vesting Schedule:** - From the date of grant of the Options: - On completion of 12 months: 30% - On completion of 24 months: 30% - On completion of 36 months: 40% **SECTION: Shareholding and Stock Options of Directors** | Director | No. of Ordinary Shares of ` 1/- each held (singly/jointly) as on 31st March, 2024 | No. of Options granted during the financial year | |-------------------|-------------------------------------------------------------------------------------|-------------------------------------------------| | S. Puri | 2,79,843 | 1,34,500 | | S. Dutta | 8,93,980 | 67,250 | | H. Malik | 5,61,591 | 18,750 * | | B. Sumant | 6,30,401 | 67,250 | | S. Banerjee | Nil | Nil | | H. Bhargava | Nil | Nil | | A. M. |
Bharucha | 51,145 | Nil | | A. Duggal | Nil | Nil | | M. Gupta | Nil | Nil | | R. Jain | Nil | Nil | | S. Mukherjee | 21,000 | Nil | | A. Nayak | 13,62,455 | Nil | | S. Panray | Nil | Nil | | N. Rao | Nil | Nil | | A. K. Seth | 1,32,480 | Nil | | M. Shankar | 45,000 | Nil | * Options granted for the period prior to appointment as Executive Director. **SECTION: Service Contract, Severance Fee and Notice Period** The appointment of the Chairman and the Executive Directors is governed by resolutions passed by the Board and the Shareholders, which cover the terms and conditions of such appointment, read with the service rules of the Company. A separate Service Contract is not entered into by the Company with those elevated to the Board from the management cadre, since they already have a Service Contract with the Company. Letters of appointment are issued by the Company to the Independent Directors, detailing their roles, duties, responsibilities, etc. There is no separate provision for payment of severance fee under the resolutions governing the appointment of the Chairman and the Executive Directors who have all been drawn from the management cadre. The statutory provisions will, however, apply. With respect to notice period, the service rules of the Company read with the statutory provisions will apply. **SECTION: Performance Evaluation** Performance evaluation of the Board, the Board Committees, and the individual Directors was carried out by the Board in accordance with the Policy approved by the Nomination & Compensation Committee; brief details of such evaluation are provided in the ‘Report of the Board of Directors & Management Discussion and Analysis’, forming part of the Report and Accounts. **SECTION: Securityholders Relationship Committee** The Stakeholders Relationship Committee of the Board, under the nomenclature ‘Securityholders Relationship Committee’, primarily oversees redressal of shareholder and investor grievances, approves transmission of shares, sub-division/consolidation/renewal of share certificates, issue of duplicate share certificates, and allots shares upon exercise of Options under the Company’s Employee Stock Option Schemes. The Committee also reviews adherence to the service standards adopted by the Company in respect of its share registration and related activities, and the measures taken for effective exercise of voting rights by the Shareholders. Inherent in the concept of trusteeship is the responsibility to ensure equity, namely, that the rights of all shareholders, large or small, are protected. **SECTION: CSR and Sustainability Committee** The role of the CSR Committee of the Board, under the nomenclature ‘CSR and Sustainability Committee’, is inter alia, to review, monitor and provide strategic direction to the Company’s CSR and sustainability practices towards fulfilling its “triple bottom line” objectives. The Committee seeks to guide the Company in crafting unique models to support the creation of sustainable livelihoods together with environmental re-generation. Formulation and monitoring of the CSR Policy, the Sustainability Policies, and the annual CSR Action Plan, including making recommendations to the Board as necessary, form part of the role of the Committee. The Committee also approves the Sustainability Report, besides reviewing the Business Responsibility and Sustainability Report of the Company and recommending the same to the Board for adoption. **SECTION: Composition of CSR and Sustainability Committee** The CSR and Sustainability Committee presently comprises the Chairman of the Company and seven Non-Executive Directors, three of whom are Independent Directors. The Chairman of the Company is the Chairman of the Committee. The Company Secretary is the Secretary to the Committee. The names of the members of the CSR and Sustainability Committee, including its Chairman, are provided under the section ‘Board of Directors and Committees’ in the Report and Accounts. **SECTION: Meetings and Attendance during the financial year 2023-24** Details of CSR and Sustainability Committee Meetings: | Sl. No. | Date | Committee Strength | No. of Members Present | |---------|--------------------|-------------------|------------------------| | 1 | 16th April, 2023 | 8 | 8 | | 2 | 17th May, 2023 | 8 | 8 | | 3 | 18th October, 2023 | 7 | 7 | **SECTION: Attendance at CSR and Sustainability Committee Meetings** | Member | No. of Meetings Attended | |-------------------|--------------------------| | S. Puri | 3 | | M. Gupta | 3 | | R. Jain | 1 (N.A.) | | S. Panray | 3 | | N. Rao | 3 | | A. K. Seth | 3 | | M. Shankar | 3 | | B. Sumant | 1 (7) | | P. |
R. Chittaranjan| 2 | | D. R. Simpson | 3 | 1. Ceased to be Chairman of the Committee w.e.f. 23rd May, 2024. 2. Appointed as Member w.e.f. 1st January, 2024. 3. Ceased to be Member w.e.f. 1st September, 2023. 4. Ceased to be Member w.e.f. 30th January, 2024. **SECTION: Independent Directors Committee** The statutory role of the Independent Directors Committee of the Board is to review the performance of the non-Independent Directors including the Chairman of the Company and the Board, and also to assess the quality, quantity, and timeliness of flow of information between the Company management and the Board. **SECTION: Composition of Independent Directors Committee** The Independent Directors Committee comprises all the Independent Directors of the Company. The names of the members of the Independent Directors Committee are provided under the section ‘Board of Directors and Committees’ in the Report and Accounts. **SECTION: Meetings and Attendance during the financial year 2023-24** Details of Independent Directors Committee Meetings: | Sl. No. | Date | Committee Strength | No. of Members Present | |---------|--------------------|-------------------|------------------------| | 1 | 5th May, 2023 | 8 | 8 | | 2 | 14th August, 2023 | 9 | 9 | **SECTION: Attendance at Independent Directors Committee Meetings** | Member | No. of Meetings Attended | |-------------------|--------------------------| | S. Banerjee | 2 | | H. Bhargava | 2 | | A. M. Bharucha | 1 | | A. Duggal | 2 | | S. Mukherjee | 2 | | A. Nayak | 2 | | N. Rao | 2 | | A. K. Seth | 2 | | M. Shankar | 2 | 1. Appointed as Member w.e.f. 12th August, 2023. **SECTION: Risk Management Committee** The role of the Risk Management Committee is, inter alia, to approve the strategic risk management framework of the Company, and review the risk mitigation strategies, measures taken for cyber security and results of risk identification, prioritisation & mitigation plans for all business units/corporate functions. Formulation of the Risk Management Policy and review of the implementation, effectiveness and adequacy of the risk management systems, processes & plans of the Company form part of the role of the Committee. **SECTION: Composition of Risk Management Committee** The Risk Management Committee presently comprises the Chairman of the Company, all Executive Directors, one Independent Director, and one senior member of management. The Chairman of the Company is the Chairman of the Committee. The Head of Internal Audit is an Invitee to the meetings of the Committee. The Chief Risk Officer is the Secretary to the Committee. The names of the members of the Risk Management Committee, including its Chairman, are provided below. **SECTION: Meetings and Attendance during the financial year 2023-24** Details of Risk Management Committee Meetings: | Sl. No. | Date | Committee Strength (including Invitees) | No. of Members & Invitees Present | |---------|--------------------|-----------------------------------------|-----------------------------------| | 1 | 14th September, 2023| 7 | 7 | | 2 | 19th December, 2023 | 8 | 8 | | 3 | 11th March, 2024 | 7 | 7 | **SECTION: Attendance at Risk Management Committee Meetings** | Member | No. of Meetings Attended | |-------------------|--------------------------| | S. Puri (Chairman)| 3 | | A. Duggal | 3 | | S. Dutta | 3 | | H. Malik | 1 (2) | | B. Sumant | 3 | | S. Sivakumar | 3 | | N. Anand | 2 (2) | **SECTION: Invitee Attendance** | Invitee | No. of Meetings Attended | |-------------------|--------------------------| | M. Ganesan | 3 | **SECTION: Corporate Management Committee** The primary role of the CMC is strategic management of the Company’s businesses within Board approved direction/framework and realization of Company goals. The CMC, inter alia, formulates the Company’s Business Plans and organizational policies, systems & processes, reviews business performance against approved plans, allocates resources, and operates under the strategic supervision & control of the Board. **SECTION: Composition of CMC** The CMC presently comprises the Chairman of the Company, all Executive Directors, and three senior members of management. The Chairman of the Company is the Chairman of the Committee. The composition of the CMC is determined by the Board on the recommendation of the Nomination & Compensation Committee. The Company Secretary is the Secretary to the CMC. The names of the members of the CMC, including its Chairman, are provided under the section ‘Board of Directors and Committees’ in the Report and Accounts. **SECTION: Meetings** The CMC normally meets once a month. Minutes of CMC Meetings are placed before the Board. |
Matters requiring the Board’s attention/approval, as emanating from the CMC Meetings, are placed in the form of notes from the relevant Executive Director, backed by comprehensive background information. **SECTION: Subsidiary Companies** All subsidiaries of the Company are managed by their respective Board of Directors in the best interest of those companies and their shareholders. The annual financial statements of the subsidiary companies are reviewed by the Audit Committee of the Company. Performance review reports of the subsidiary companies are placed before the Board of Directors of the Company on a half-yearly basis. The Minutes of Board Meetings of the subsidiary companies, including details of significant transactions & arrangements entered into by them, are also placed before the Board of Directors of the Company. The Company does not have any material subsidiary. The Company’s Policy for determination of a material subsidiary, as approved by the Board, may be accessed on its corporate website at https://www.itcportal.com/material-subsidiary-policy. **SECTION: Familiarisation Programme for Directors** ITC believes that a Board, which is well informed/familiarised with the Company and its affairs, can contribute significantly to effectively discharge its role of trusteeship in a manner that fulfills stakeholders’ aspirations and societal expectations. In pursuit of this, the Directors of the Company are updated on material changes/developments in the domestic/global corporate and industry scenario including those pertaining to statutes/legislation & economic environment, and on matters significantly affecting the Company to enable them to take well informed and timely decisions. The Directors are also kept abreast on all business-related matters including risk assessment & minimization procedures, CSR & sustainability interventions, succession plans including management development processes, and new initiatives proposed by the Company. An induction programme is organized by the Company for the Non-Executive Directors joining the Board. Visits to Company facilities are also organized for the Directors from time to time. Further details may be accessed on the Company’s corporate website at https://www.itcportal.com/directors-familiarisation-programme. **SECTION: Means of Communication** Timely disclosure of consistent, comparable, relevant, and reliable information on corporate financial performance is at the core of good governance. Towards this end, the Company has taken the following initiatives: **SECTION: Website** The Company’s corporate website www.itcportal.com provides comprehensive information on ITC’s portfolio of businesses, CSR & sustainability initiatives, EHS performance, shareholding pattern, key Company Policies, and contact details of the Company’s employees responsible for assisting investors and handling investor grievances. An exclusive section on ‘Investor Relations’ serves to inform and service Shareholders, enabling them to access information at their convenience. **SECTION: Annual Report** The Report & Accounts, including the Standalone and Consolidated Financial Statements, the Report of the Board of Directors, and the Auditors’ Reports, is sent to the Shareholders of the Company. The Report of the Board of Directors includes all aspects of Management Discussion and Analysis as required under the Listing Regulations. The said Report & Accounts is also available in downloadable format on the Company’s corporate website. **SECTION: Communications with the Investing Community** Detailed presentations to the investing community on the quarterly results are sent to the Stock Exchanges and also made available on the Company’s corporate website. During the year, the Company organized an ‘Institutional Investors and Financial Analysts Day’ to provide deeper insights into the Company’s Corporate Strategy and its operating segments including, inter alia, their competitive strengths, unique value propositions, and key drivers of growth & profitability. An analyst call was also hosted to provide the Company’s perspectives on the proposed demerger of its Hotels Business and responding to investor queries. **SECTION: Other Disclosures / Filings** A copy of the Chairman’s speech made at the AGM is sent to the Shareholders and also made available on the Company’s corporate website. In addition, shareholding pattern, material events, and other important information relating to the Company are submitted to the Stock Exchanges and also made available on the Company’s website. **SECTION: Financial Results** The quarterly, half-yearly & annual financial results, along with the Media Statement and presentation on the Company’s financial performance, are sent to the Shareholders. These documents along with FAQs on results are also available in downloadable format on the Company’s corporate website. Extracts of these results are published, inter alia, in ‘The Times of India / Business Standard’ & ‘Aajkal / Ei Samay’ from Kolkata, and on an all India basis in major newspapers and also in ‘Luxemburger Wort’, Luxembourg. **SECTION: Media Releases** The ‘Media Centre’ section of the Company’s corporate website includes all major media releases from the Company and relevant media reports. |
**SECTION: ITC Code of Conduct** The ITC Code of Conduct, as adopted by the Board, is applicable to the Directors, senior management, and employees of the Company. The Code is derived from three interlinked fundamental principles viz., good corporate governance, good corporate citizenship, and exemplary personal conduct in relation to the Company’s business and reputation. The Code covers ITC’s commitment to CSR and sustainable development, concern for occupational health, safety and environment, a gender-friendly workplace, transparency and auditability, legal compliance, avoidance of conflict of interest, and the philosophy of leading by personal example. The Code is available on the Company’s corporate website. **SECTION: Declaration as required under the Listing Regulations** All Directors and senior management of the Company have affirmed compliance with the ITC Code of Conduct for the financial year ended 31st March, 2024. S. Puri Chairman & Managing Director Kolkata, 23rd May, 2024. ``` ``` **SECTION: Synopsis of the Whistleblower Policy** The Whistleblower Policy of the Company is provided in the ‘Report of the Board of Directors & Management Discussion and Analysis’, forming part of the Report and Accounts. The Whistleblower Policy, as approved by the Board, may be accessed on the Company’s corporate website at [Whistleblower Policy](https://www.itcportal.com/whistleblower-policy). **SECTION: POLICY ON RELATED PARTY TRANSACTIONS** The Policy, as approved by the Board, may be accessed on the Company’s corporate website at [Related Party Transactions Policy](https://www.itcportal.com/rpt-policy). **SECTION: ITC CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING - 2019** The ITC Code of Conduct for Prevention of Insider Trading - 2019, as approved by the Board, prohibits trading in the securities of the Company by the Directors and employees while in possession of unpublished price sensitive information. **SECTION: OTHER DISCLOSURES** During the last three years, there was neither any instance of non-compliance by the Company nor penalty/stricture imposed on the Company by the Stock Exchanges/SEBI/Statutory Authorities on any matter related to the capital markets. There are no inter-se relationships between the Directors and Key Managerial Personnel of the Company. During the year, the Company has not entered into any materially significant related party transaction which may have potential conflict with the interest of the Company at large. The details of related party transactions entered into by the Company during the year are provided in the ‘Notes to the Financial Statements’, forming part of the Report and Accounts. The names of senior management of the Company under the Listing Regulations (i.e., CMC Members, Chief Financial Officer, and Company Secretary) are provided under the section ‘Board of Directors and Committees’ in the Report and Accounts. There were no changes in the Company’s senior management during the year. The senior management of the Company did not enter into any material financial and commercial transaction during the year, in which they had personal interest that may have had potential conflict with the interest of the Company at large. During the year, the Company was not required to obtain credit rating for any debt instrument, fixed deposit programme, or any other scheme involving mobilisation of funds. The Company has not raised any funds through preferential allotment or qualified institutions placement. None of the Directors of the Company has been debarred or disqualified from being appointed or continuing as a Director by the SEBI/Ministry of Corporate Affairs/Statutory Authorities; a certificate from the Company’s Secretarial Auditors confirming the above is annexed to this Report. Details of ‘loans and advances (being in the nature of loans) provided by the Company to firms/companies in which its Directors are interested’ are given in the ‘Notes to the Financial Statements’, forming part of the Report and Accounts. Details with respect to the conduct of secretarial audit of the Company, and confirmation by the Board regarding the independence of the Independent Directors, are provided in the ‘Report of the Board of Directors & Management Discussion and Analysis’, forming part of the Report and Accounts. Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are provided in the ‘Business Responsibility and Sustainability Report’, forming part of the Report and Accounts. Information with respect to ‘Commodity Price Risk or Foreign Exchange Risk and Hedging Activities’ is provided in the ‘Report of the Board of Directors & Management Discussion and Analysis’ and in the ‘Notes to the Financial Statements’, forming part of the Report and Accounts. |
In view of the diversified business portfolio of the Company, its exposure in none of the individual commodities which are sourced either for use as inputs in its businesses or for agri-commodity trading is material in the context of its overall operations, and also in terms of the ‘Policy for determination of materiality of events and information for disclosure to the Stock Exchanges’, as approved by the Board. Accordingly, the disclosure requirements prescribed under the SEBI Master Circular dated 11th July, 2023 are not applicable for the Company. **SECTION: Report on Corporate Governance** The total fees paid during the year by the Company and its subsidiaries to Messrs. S R B C & CO LLP, Statutory Auditors, and all entities in the network firm/network entities which are part of the network of which the Statutory Auditors are a member firm, aggregate ₹ 8.67 Crores. Mr. R. K. Singhi, Executive Vice President & Company Secretary, is the Compliance Officer under the Listing Regulations. **SECTION: DISCRETIONARY REQUIREMENTS UNDER THE LISTING REGULATIONS** The status of compliance with the discretionary requirements under the Listing Regulations is provided below: 1. **Separate posts of Chairman and Managing Director:** The Chairman of the Company is an Executive Chairman. The Company has a diversified business portfolio, which demands that the senior leadership has in-depth knowledge and understanding of the functioning of the Company, so as to enhance the value-generating capacity of the organisation and contribute significantly to stakeholders’ aspirations and societal expectations. The Chief Executive is therefore generally chosen from amongst the executive management of the Company. 2. **Non-Executive Chairman’s Office:** Not applicable. 3. **Shareholder Rights:** The quarterly, half-yearly, and annual financial results of the Company are sent to the Shareholders and also posted on the Company’s corporate website; extracts of these results in the prescribed format are published in newspapers on an all-India basis. Significant events are also posted on the Company’s website under the ‘Media Centre’ section. 4. **Audit Opinion:** It has always been the Company’s endeavour to present Financial Statements with unmodified audit opinion, i.e., without any qualification. The Statutory Auditors have issued an unmodified audit opinion on the Company’s Financial Statements for the year ended 31st March, 2024. 5. **Internal Audit:** The Head of Internal Audit reports to the Audit Committee of the Board. **SECTION: GENERAL SHAREHOLDER INFORMATION** Provided in the ‘Shareholder Information’ section of the Report and Accounts. **SECTION: CONFIRMATION OF COMPLIANCE** It is confirmed that the Company has complied with the requirements prescribed under Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the Listing Regulations. The Statutory Auditors’ Certificate that the Company has complied with the conditions of Corporate Governance is annexed to the ‘Report of the Board of Directors & Management Discussion and Analysis’, forming part of the Report and Accounts. **SECTION: Notes:** 1. Reference to Division/Divisional Business includes Strategic Business Unit (SBU), Business Vertical, and Shared Services. 2. Reference to Divisional Management Committee includes SBU Management Committee, Shared Services Management Committee, and Executive Committee for Business Vertical. 3. Reference to Divisional Chief Executive includes Heads of SBU, Business Vertical, and Shared Services. The ITC Code of Conduct is derived from three interlinked fundamental principles - good corporate governance, good corporate citizenship, and exemplary personal conduct. **SECTION: Report on Corporate Governance** **SECTION: ANNEXURE TO THE REPORT ON CORPORATE GOVERNANCE** **SECTION: SKILLS, EXPERTISE AND COMPETENCIES OF DIRECTORS** ITC believes that it is the collective effectiveness of the Board that impacts Company performance and therefore members of the Board amongst themselves should have a balance of skills, experience, and diversity of perspectives appropriate to the Company. Given the Company’s size, scale, and diversified nature of its businesses, the Directors should possess one or more of the following skills, expertise, and competencies: 1. **Organisational Purpose:** Ability to comprehend the socio-economic, political, regulatory, and competitive environment, both domestic and global, in which the Company is operating and insight to identify opportunities and threats for the Company’s businesses. Ability to contribute towards creating an inspiring Vision for the Company with superordinate societal goals and appreciate the Company’s triple bottom line philosophy of building synergy between serving the society and creating economic value for the Company. 2. **Strategic Insight:** Ability to evaluate competitive corporate and business strategies and, based thereon, contribute towards progressive refinement of the Company’s strategies for fulfilment of its goals. |
Ability to comprehend the strategy of an organisation of a diversified company like ITC, in the context of its unique sources of competitive advantage and assess its strengths and weaknesses. 3. **Organisational Capacity Building:** Acumen to evaluate organisational capacity and readiness across relevant parameters and provide guidance on bridging gaps in capacity building. Ability to understand the talent market and the Company’s talent quotient so as to help fine-tune strategies to attract, retain, and nurture competitively superior talent. Ability to appreciate and critique the need for in-depth specialisation across business-critical areas such as manufacturing, marketing, legal, information technology, public advocacy, etc., as well as the breadth of general management capabilities. 4. **Stakeholder Value Creation:** Ability to understand processes for shareholder value creation and its contributory elements and critique interventions towards value creation for the other stakeholders. 5. **Commercial Acumen:** Commercial acumen to critique the Company’s financial performance and evaluate the Company’s strategies and action plans in the context of their financial outcomes. 6. **Risk Management and Compliance:** Ability to appreciate key risks impacting the Company’s businesses and contribute towards the development of systems and controls for risk mitigation & compliance management and review and refine the same periodically. 7. **Policy Evaluation:** Ability to comprehend the Company’s governance philosophy and contribute towards its refinement periodically. Ability to evaluate policies, systems, and processes in the context of the Company’s businesses, and review the same periodically. 8. **Culture Building:** Ability to contribute to the Board’s role towards promoting an ethical organisational culture, eliminating conflict of interest, and setting & upholding the highest standards of ethics, integrity, and organisational conduct. 9. **Board Cohesion:** Ability to comprehend the statutory roles and responsibilities of a Director and of the Board as a whole. Ability to encourage and sustain a cohesive working environment and to listen to multiple views and thought processes and synergise a range of ideas for organisational benefit. **SECTION: CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS** [Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015] To, The Members of ITC Limited CIN: L16005WB1910PLC001985 Virginia House, 37 Jawaharlal Nehru Road, Kolkata - 700 071 We have examined the following documents: i) Declaration of non-disqualification as required under Section 164 of Companies Act, 2013 (‘the Act’); ii) Disclosure of concern or interests as required under Section 184 of the Act; (hereinafter referred to as ‘relevant documents’) as submitted by the Directors of ITC Limited (‘the Company’) bearing CIN: L16005WB1910PLC001985 and having its registered office at Virginia House, 37 Jawaharlal Nehru Road, Kolkata - 700 071, to the Board of Directors of the Company (‘the Board’) for the Financial Year ended 31st March 2024 and Financial Year ending 31st March 2025 and relevant registers, records, forms, and returns maintained by the Company and as made available to us for the purpose of issuing this Certificate in accordance with Regulation 34(3) read with Schedule V Para C Clause 10(i) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. We have considered non-disqualification to include non-debarment by Regulatory/Statutory Authorities. It is the responsibility of Directors to submit relevant documents with complete and accurate information in accordance with the provisions of the Act. Ensuring the eligibility for the appointment/continuity of every Director on the Board is the responsibility of the Management of the Company. Our responsibility is to express an opinion on these, based on our verification. Based on our examination as aforesaid and such other verifications carried out by us as deemed necessary and adequate (including Director Identification Number (DIN) status at the portal www.mca.gov.in), in our opinion and to the best of our information and knowledge and according to the explanations provided by the Company, its officers, and authorised representatives, we hereby certify that none of the Directors on the Board of the Company, as listed hereunder for the Financial Year ended 31st March, 2024, have been debarred or disqualified from being appointed or continuing as Directors of the Company by Securities and Exchange Board of India/Ministry of Corporate Affairs or any such statutory authority. | Sr. No. | Name of Director | DIN | Date of Appointment | |---------|------------------|-----------|---------------------| | 1 | Mr. Sanjiv Puri | 00280529 | 06/12/2015 | | 2 | Mr. Sumant Bhargavan | 01732482 | 16/11/2018 | | 3 | Mr. Supratim Dutta | 01804345 | 22/07/2022 | | 4 | Mr. Hemant Malik | 06435812 | 12/08/2023 | | 5 | Mr. |
Shilabhadra Banerjee | 02922331 | 24/07/2014 | | 6 | Mr. Hemant Bhargava | 01922717 | 20/12/2021 | | 7 | Ms. Alka Marezban Bharucha | 00114067 | 12/08/2023 | | 8 | Mr. Arun Duggal | 00024262 | 15/09/2014 | | 9 | Mr. Mukesh Gupta | 06638754 | 27/10/2021 | | 10 | Mr. Rahul Jain | 07442202 | 01/01/2024 | | 11 | Mr. Shyamal Mukherjee | 03024803 | 11/08/2021 | | 12 | Mr. Anand Nayak | 00973758 | 13/07/2019 | | 13 | Mr. Sunil Panray | 09251023 | 11/08/2021 | | 14 | Ms. Nirupama Rao | 06954879 | 08/04/2016 | | 15 | Mr. Ajit Kumar Seth | 08504093 | 13/07/2019 | | 16 | Ms. Meera Shankar | 06374957 | 06/09/2012 | This Certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the Management has conducted the affairs of the Company. This Certificate has been issued at the request of the Company to make disclosure in its Corporate Governance Report for the Financial Year ended 31st March, 2024. For S. N. ANANTHASUBRAMANIAN & Co. Company Secretaries ICSI Unique Code: P1991MH040400 Peer Review Cert. No.: 5218/2023 S. N. Ananthasubramanian Founding Partner 8th May, 2024 Thane FCS: 4206 COP No.: 1774 ICSI UDIN: F004206F000327573 **SECTION: Shareholder Information** **SECTION: Details of Annual General Meeting (‘AGM’)** - **Date:** Friday, 26th July, 2024 - **Venue:** The AGM will be held on electronic platform - **Time:** 10.30 a.m. National Stock Exchange of India Limited, BSE Limited, and The Calcutta Stock Exchange Limited have confirmed that there were no investor complaints pending against the Company at the end of each quarter as also on 31st March, 2024; the same position was also reflected on SCORES, the web-based complaints redressal system of SEBI. - **Record Date for Final Dividend:** Tuesday, 4th June, 2024 - **Dividend Payment Date:** Between Monday, 29th July, 2024, and Wednesday, 31st July, 2024. - **Investor Complaints Email ID:** [email protected] **SECTION: Share Transfer Agent (in-house)** The Investor Service Centre of the Company (‘ISC’) is registered with the Securities and Exchange Board of India (‘SEBI’) as Category II Share Transfer Agent for providing in-house share registration and related services to the Shareholders and Investors. ISC, accredited with ISO 9001:2015 certification, continues to provide best-in-class services to the Shareholders and Investors of the Company. Mr. T. K. Ghosal, Deputy Secretary and Head of ISC, is the Compliance Officer under the SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993. **SECTION: Shareholder / Investor complaints** The Company attends to Shareholder / Investor complaints within three working days, except where constrained by disputes or legal impediments. **SECTION: Share Transfer System** Transfer of shares of a listed company can be effected only in dematerialised form in terms of the regulatory requirements. Accordingly, no share transfers in the certificate form were required to be effected by the Company during the financial year. It is in this context, Shareholders who are holding shares in the certificate form are advised to consider dematerialising their shares. **SECTION: Dematerialisation of Shares** The shares of the Company are traded in the dematerialised form under both the Depository Systems in India - NSDL and CDSL. The International Securities Identification Number (‘ISIN’) allotted to the Company’s shares under the Depository System is INE154A01025. During the financial year, 1,25,20,482 shares of the Company, covered in 2,040 requests and constituting 0.10% of the Issued and Subscribed Share Capital of the Company, were dematerialised. The processing activities with respect to requests received for dematerialisation were completed within one to five working days. During the financial year, the Company did not receive any complaint which qualified as such in terms of the Complaint Identification Policy approved by the Securityholders Relationship Committee. Further, there was no investor complaint pending at the beginning of the year. **SECTION: Liquidity of Shares** The Company’s shares are amongst the most liquid and actively traded shares on the Indian Stock Exchanges and consistently rank among the top frequently traded shares. As on 31st March, 2024, the Company’s market capitalisation was ₹ 5,34,783 Crores (US$ 64.12 Billion). **SECTION: Distribution of Shareholding as on 31st March, 2024** | No. of Shares | No. of Shareholders | No. |
of Shares | |---------------|---------------------|---------------| | | | | ``` ``` **SECTION: Shareholder Information** **SECTION: Shareholder Data Overview** | Slab | Physical | Demat | Total | % | Physical | Demat | Total | % | |---------------------|----------|-------|-------|-------|----------|-------|-------|-------| | 1 – 5000 | 17 | 556 | 35 | 78,095| 35 | 95,651| 98.55 | 1 | | 5001 – 10000 | 1 | 146 | 22 | 606 | 23 | 752 | 0.65 | 85 | | 10001 – 20000 | 687 | 13 | 171 | 13,858| 0.38 | 92 | 76,636| 18.56 | 48 | | 20001 – 30000 | 294 | 5 | 373 | 5,667 | 0.16 | 72 | 41,504| 13.28 | 52 | | 30001 – 40000 | 98 | 2 | 279 | 2,377 | 0.06 | 33 | 20,550| 7.91 | 27 | | 40001 – 50000 | 74 | 1 | 600 | 1,674 | 0.05 | 33 | 01,800| 7.23 | 71 | | 50001 – 100000 | 116 | 2 | 815 | 2,931 | 0.08 | 82 | 02,225| 19.84 | 62 | | 100001 and above | 46 | 2 | 581 | 2,627 | 0.07 | 121 | 57,96 | 595 | 979 | | **Total** | 20,017 | 36 | 28,520| 36,48 | 537 | 100.00| 126 | 76,89 | 753 | **SECTION: Categories of Shareholders as on 31st March, 2024** | Category | Shares | % | |-----------------------------------|-----------------------------|-------| | NRIs and Foreign Nationals | 10,84,70,228 shares | 0.87% | | Bodies Corporate | 12,29,29,436 shares | 0.98% | | Public and Others | 167,60,53,184 shares | 13.43%| | Foreign Portfolio Investors | 192,68,60,640 shares | 15.43%| | Foreign Companies | 318,30,13,428 shares | 25.50%| **SECTION: Global Depository Receipts** Pursuant to the offer of Global Depository Receipts (‘GDRs’) made in 1993 by the Company, 59,88,831 GDRs, representing 59,88,831 underlying shares i.e. 0.05% of the Issued and Subscribed Share Capital of the Company, were outstanding as on 31st March, 2024. The Company’s GDRs are listed on the Luxembourg Stock Exchange (Code: 004660919), 35A Boulevard Joseph II, L-1840, Luxembourg. The Listing Fee for the calendar year 2024 has been paid to the Luxembourg Stock Exchange (‘LSE’). **SECTION: Listing of Shares on Stock Exchanges with Stock Code** | Stock Exchange | Stock Code | |----------------------------------------------------|------------| | National Stock Exchange of India Limited (‘NSE’) | ITC | | BSE Limited (‘BSE’) | 500875 | | The Calcutta Stock Exchange Limited (‘CSE’) | 10000018 | The Listing Fees for the financial year 2024-25 have been paid to NSE, BSE and CSE. **SECTION: Monthly High and Low Quotes and Volume of Shares traded on NSE & BSE and GDRs on LSE** | Year & Month | High (`) | Low (`) | Volume (Nos.) | High (`) | Low (`) | Volume (Nos.) | High (US$) | Low (US$) | Volume (Nos.) | |--------------|----------|---------|---------------|----------|---------|---------------|------------|-----------|----------------| | 2023 APRIL | 428.25 | 378.50 | 1,71,368 | 428.00 | 378.60 | 8,512 | 5.20 | 4.60 | 15 | | MAY | 452.00 | 411.35 | 2,88,306 | 452.00 | 411.50 | 9,659 | N.A. | N.A. | Nil | | JUNE | 455.90 | 433.85 | 1,64,984 | 455.90 | 432.95 | 5,697 | N.A. | N.A. | Nil | | JULY | 499.70 | 450.05 | 2,84,133 | 499.60 | 446.05 | 13,188 | N.A. | N.A. | Nil | | AUGUST | 468.85 | 436.10 | 2,29,261 | 468.75 | 436.10 | 9,665 | N.A. | N.A. | Nil | | SEPTEMBER | 457.00 | 436.65 | 2,05,725 | 456.95 | 436.65 | 7,363 | N.A. | N.A. | Nil | | OCTOBER | 458.20 | 427.05 | 1,83,880 | 458.00 | 427.15 | 6,655 | N.A. | N.A. | Nil | | NOVEMBER | 444.50 | 425.50 | 1,57,164 | 444.40 | 425.60 | 6,815 | N.A. | N.A. | Nil | | DECEMBER | 467.90 | 437.40 | 2,54,716 | 468.00 | 437.55 | 12,274 | N.A. | N.A. | Nil | | 2024 JANUARY | 481.45 | 437.40 | 2,86,079 | 481.40 | 437.25 | 17,677 | N.A. | N.A. | Nil | | FEBRUARY | 447.75 | 399.40 | 3,76,523 | 447.80 | 399.50 | 21,481 | N.A. | N.A. | Nil | | MARCH | 438.00 | 399.35 | 4,87,270 | 439.00 | 399.30 | 4,55,952 | N.A. | N.A. |
| Nil | There was no trading in the Company’s shares on CSE during the financial year 2023-24. **SECTION: ITC Share Price (`)** **SECTION: ITC Share Price vis-à-vis Nifty 50** | Month | ITC Share Price | Nifty 50 | |---------|------------------|----------| | Apr-23 | 550 | 25000 | | May-23 | 500 | 22500 | | Jun-23 | 450 | 20000 | | Jul-23 | 400 | 17500 | | Aug-23 | 350 | 15000 | | Sep-23 | | | | Oct-23 | | | | Nov-23 | | | | Dec-23 | | | | Jan-24 | | | | Feb-24 | | | | Mar-24 | 550 | 550000 | **SECTION: ITC Share Price and Volume traded on NSE** | Month | ITC Share Price | Volume Traded (’000 Shares) | |---------|------------------|------------------------------| | Apr-24 | 550 | 550000 | | May-24 | 500 | 425000 | | Jun-24 | 450 | 300000 | | Jul-24 | 400 | 175000 | | Aug-24 | 350 | 50000 | Note: Indicates monthly closing positions. Note: Indicates monthly high & low share price and volume. **SECTION: Dividend** Total ` 6.25 per share (Interim) Dividend for FY 2023-24: ` 13.75. As one of India’s foremost private sector companies, the Company has performed consistently for over a century and has rewarded Shareholders since inception with uninterrupted dividends. Details of dividend for the last 10 financial years are provided below: | Financial Year | Dividend per Share (`) | Dividend (` in Crores) | Dividend Distribution Tax (` in Crores) | Total Dividend including Dividend Distribution Tax (` in Crores) | |----------------|-------------------------|-------------------------|------------------------------------------|---------------------------------------------------------------| | 2023-24 | 13.75 * | 17,162.99 | N.A. | 17,162.99 | | 2022-23 | 15.50 @ | 19,255.02 | N.A. | 19,255.02 | | 2021-22 | 11.50 | 14,171.55 | N.A. | 14,171.55 | | 2020-21 | 10.75 | 13,230.31 | N.A. | 13,230.31 | | 2019-20 | 10.15 | 12,476.63 | N.A. | 12,476.63 | | 2018-19 | 5.75 | 7,048.71 | 1,448.88 | 8,497.59 | | 2017-18 | 5.15 | 6,285.21 | 1,291.94 | 7,577.15 | | 2016-17 | 4.75 # | 5,770.01 | 1,174.64 | 6,944.65 | | 2015-16 | 8.50 ^ | 6,840.13 | 1,392.48 | 8,232.61 | | 2014-15 | 6.25 | 5,009.71 | 1,019.86 | 6,029.57 | * Includes Final Dividend of ` 7.50 per share, which is subject to the approval of the Shareholders. @ Includes Special Dividend of ` 2.75 per share. **SECTION: On expanded Share Capital arising out of Bonus Shares issued in the ratio of 1:2.** ^ Includes Special Dividend of ` 2.00 per share. **SECTION: Financial Calendar** Financial Year 2024-25 (1st April - 31st March) 1. First Quarter Results - July / August 2024 2. Second Quarter and Half-Year Results - October / November 2024 3. Third Quarter Results - January / February 2025 4. Fourth Quarter and Annual Results - May 2025 **SECTION: Particulars of past three AGMs** | AGM | Financial Year | Venue | Date | Time | Special Resolution passed | |-------|----------------|-----------------------------------------|--------------|-----------|-------------------------------------------------------------------------------------------| | 112th | 2022-23 | The AGM was held on electronic platform | 11/08/2023 | 10.30 a.m.| - Appointment of Ms. A. M. Bharucha as an Independent Director with effect from 12th August, 2023. <br> - Re-appointment of Mr. A. Nayak as an Independent Director with effect from 13th July, 2024. <br> - Re-appointment of Mr. A. K. Seth as an Independent Director with effect from 13th July, 2024. | | 111th | 2021-22 | | 20/07/2022 | | - | | 110th | 2020-21 | | 11/08/2021 | | - | **SECTION: Postal Ballot through E-voting** During the financial year, the following Resolutions were passed by the Shareholders by requisite majority by way of postal ballot through e-voting. The Board of Directors of the Company appointed Mr. R. L. Auddy, Senior Solicitor and Partner, Messrs. Sandersons & Morgans, Advocates & Solicitors, as the Scrutinizer for scrutinizing the postal ballot through e-voting. Brief details pertaining to the said postal ballot are provided below: | Resolution | Date of Postal Ballot Notice | Date of completion of despatch of Postal Ballot Notice | Period of e-voting | Date of declaration of results | |-------------------------------------------------|------------------------------|-------------------------------------------------------|---------------------------------------------|-------------------------------| | Appointment of Mr. R. Jain as a Non-Executive Director | 19th October, 2023 | 21st November, 2023 | 22nd November, 2023 to 21st December, 2023 | 22nd December, 2023 | | Appointment of Mr. A. |
Singh as a Non-Executive Director | 29th January, 2024 | 19th February, 2024 to 19th March, 2024 | 20th March, 2024 | **SECTION: Results of the Postal Ballot through E-voting** | Resolution | Votes in favour of the Resolution | Votes against the Resolution | |----------------|-----------------------------------------------------------|------------------------------------------------------| | Resolution No. 1| Number of Shares: 993,10,26,611 % of votes to total number of valid votes cast: 96.16 | Number of Shares: 39,70,60,309 % of votes to total number of valid votes cast: 3.84 | | Resolution No. 2| Number of Shares: 964,43,99,788 % of votes to total number of valid votes cast: 92.37 | Number of Shares: 79,64,48,989 % of votes to total number of valid votes cast: 7.63 | | Resolution No. 3| Number of Shares: 1042,28,01,341 % of votes to total number of valid votes cast: 99.83 | Number of Shares: 1,81,11,058 % of votes to total number of valid votes cast: 0.17 | No special resolution is proposed to be passed by postal ballot. **SECTION: Plant Locations** **SECTION: CIGARETTE FACTORIES** | Location | Address | |----------|---------| | Bengaluru | 1. Meenakunte Village, Jala Hobli, Bengaluru North Taluk, Karnataka 562 157 | | Chirala | 2. Chirala, District Bapatla, Andhra Pradesh 523 157 | | Munger | 3. Basdeopur P.O., District Munger, Bihar 811 202 | | | 4. Thandya Industrial Area, Immavu & Adakanahalli Villages, Nanjangud Taluk, District Mysuru, Karnataka 571 302 | | | 5. Memdabad - Nadiad Road, Village Silod, Taluka Nadiad, District Kheda, Gujarat 387 320 | **SECTION: PAPER & PAPERBOARD MILLS** | Location | Address | |----------|---------| | Bollaram | 1. Anrich Industrial Estate, Bollaram Municipality, Jinnaram Mandal, District Sangareddy, Telangana 502 325 | **SECTION: SPICES PROCESSING PLANT** | Location | Address | |----------|---------| | Guntur | Plot Nos. 1, 2 & 2A, Spices Park, Mydavolu Village, Edlapadu Mandal, District Guntur, Andhra Pradesh 522 233 | **SECTION: PACKAGING & PRINTING FACTORIES** | Location | Address | |----------|---------| | Chennai | 1. Tiruvottiyur, Chennai, Tamil Nadu 600 019 | | Thekkampatty | 3. Thekkampatty Village, Vivekanandapuram Post, Mettupalayam Taluk, District Coimbatore, Tamil Nadu 641 113 | **SECTION: GREEN LEAF THRESHING PLANTS** | Location | Address | |----------|---------| | Anaparti | 1. Anaparti, District East Godavari, Andhra Pradesh 533 342 | **SECTION: ITC Limited REPORT AND ACCOUNTS 2024** **SECTION: FOODS FACTORIES** | Location | Address | |----------|---------| | Agra | 1. 13.2 Km. Stone, Shamshabad Road, Village Naufri, Post Shyamo, Agra, Uttar Pradesh 283 125 | | Bikaner | 2. Plot No. F-16, Bichhawal Industrial Area, Phase II, Bikaner, Rajasthan 334 006 | | Haridwar | 3. Plot No. 1, Sector - 11, Integrated Industrial Estate, Haridwar, Uttarakhand 249 403 | | Jaitpura | 4. Plot Nos. F-170-171 & G-172-173, Jaitpura Industrial Area, Jaipur, Rajasthan 303 704 | | Jammu | 5. Khasra Nos. 74, 78 & 117, Bari Brahmana, Village Rakh Rajpur, Jammu, Samba, Jammu & Kashmir 181 133 | | Kamrup | 6. NH - 37, Bortejpur, Mouza Rampur, Kukurmara, District Kamrup, Assam 781 134 | | Kapurthala| 7. Plot Nos. A-1-A & A-1-B, Integrated Mixed Use Industrial Park, Village Jhalthikriwal, District Kapurthala, Punjab 144 601 | | Khordha | 8. IDCO Plot No. 4, Kholadwara Industrial Area, District Khordha, Odisha 752 050 | ``` ``` **SECTION: Locations and Addresses** 1. Malur, Survey Nos. 15/1 & 15/2, Madivala Gram Panchayat, Village Yeshwanthpura, District Kolar, Karnataka 563 130 2. Medak, 395-412, 416, 417, 447, 449-451, Next to TSTransco Sub-station, Manoharabad, Medak, Telangana 502 336 3. Munger, Sitakund Industrial Area, Village Nandlalpur, District Munger, Bihar 811 202 4. Nanjangud, Survey No. 77/3, Thandya Industrial Area, Immavu & Adakanahalli Villages, Nanjangud Taluk, District Mysuru, Karnataka 571 302 5. Panchla, Mouza Kulai, J. L. No. 26, P.S. Panchla, District Howrah, West Bengal 711 322 6. Pudukkottai, Vadugapatti & Velur Villages, Taluk Illupur, District Pudukkottai, Tamil Nadu 621 316 7. Pune, Plot No. D - 1, MIDC, Ranjangaon, Taluka Shirur, District Pune, Maharashtra 412 220 8. Reengus, F-122 & F-126, Shree Khatu Shyam Industrial Area, Reengus, District Sikar, Rajasthan 332 404 **SECTION: Personal Care Products Factories** 1. Goa, Mouza Amraberia, J. L. No. 8, P.S. Uluberia, District Howrah, West Bengal 711 303 **SECTION: Plants Under Construction** 1. Integrated Consumer Goods Manufacturing Facility, Plot No. H-1, Industrial Area, Phase II, Village Samodha, Sandila, District Hardoi, Uttar Pradesh 241 204 2. Personal Care Products Factory, Mouza Malanchaberia, J. L. No. 56, P.S. Uluberia, District Howrah, West Bengal 711 316 **SECTION: Hotels** **Owned Hotels:** 1. |
ITC Mughal, Taj Ganj, Agra, Uttar Pradesh 282 001 2. ITC Narmada, Judges Bungalow Road, Vastrapur, Ahmedabad, Gujarat 380 015 3. Welcomhotel Amritsar, Raja Sansi, Ajnala Road, Amritsar, Punjab 143 101 4. ITC Gardenia, 1 Residency Road, Bengaluru, Karnataka 560 025 5. ITC Windsor, 25 Windsor Square, Golf Course Road, Bengaluru, Karnataka 560 052 6. Welcomhotel Bengaluru, 46 Richmond Road, Bengaluru, Karnataka 560 025 7. Welcomhotel Bhubaneswar, D/1, Mz. Dumuduma, District Khordha, Bhubaneswar, Odisha 751 019 8. ITC Grand Chola, 63 Mount Road, Guindy, Chennai, Tamil Nadu 600 032 9. Welcomhotel Chennai, Cathedral Road, Chennai, Tamil Nadu 600 086 **Licensed Hotels:** 1. Fortune Park, Ahmedabad, Ellis Bridge, Ahmedabad, Gujarat 380 006 2. ITC Grand Bharat, P.O. Hasanpur, Tauru, District Mewat, Gurugram, Haryana 122 105 3. Welcomhotel Bay Island, Marine Hill, Port Blair, Andaman & Nicobar Islands 744 101 4. Welcomhotel Vadodara, R. C. Dutt Road, Alkapuri, Vadodara, Gujarat 390 007 **Hotels under Operating Services:** 1. Welcomhotel Ahmedabad, 15 Ashram Road, Dandi Kuch Circle, Ahmedabad, Gujarat 380 013 2. Welcomhotel Rama International, R - 3, Chikalthana, Jalna Road, Aurangabad, Maharashtra 431 003 **SECTION: Shareholder Information** 1. Welcomhotel Chail, 44. Welcomhotel Dwarka, 10. Khasra No. 21, Village Srinagar, Tavleen Chail, Bhalawag Forest, Plot No. 3, Sector - 10, Tehsil Sasni, District Hathras 2. Kandaghat-Chail-Kufri Road, District Centre, Dwarka, Uttar Pradesh 204 216 3. Near Janedghat, Shimla, New Delhi 110 075 4. Itarsi, Himachal Pradesh 173 217 5. Pahalgam, Jammu & Kashmir 192 126 **SECTION: Service of Documents** In conformity with the regulatory requirements, the Notice of the 113th Annual General Meeting of the Company and the Report and Accounts 2024 are being sent only through electronic mode to those Shareholders who have registered their e-mail address with the Company or with the Depositories. The Company will also provide physical copies of the Notice and the Report and Accounts 2024 to the Shareholders upon request. Shareholders who have not registered their e-mail address with the Company are requested to register the same at https://eform.itcportal.com. **SECTION: KYC Details of Shareholders Holding Shares in the Certificate Form** Shareholders holding shares in the certificate form are required to furnish to the Company their Permanent Account Number (‘PAN’), which should be duly linked to their Aadhaar Number, specimen signature, bank account details, complete postal address including pin code, and mobile number. Shareholders who are yet to provide any of the aforesaid information to the Company or who would like to advise any change in such information may use the prescribed forms for this purpose, which may be accessed on the Company’s corporate website at https://www.itcportal.com/mandatory-furnishing, or can be furnished by ISC on request. **SECTION: Dividend** The Company provides the facility for remittance of dividend to Shareholders through RTGS (‘Real Time Gross Settlement’) / NACH (‘National Automated Clearing House’) / NEFT (‘National Electronic Funds Transfer’). Shareholders who have not opted for remittance of dividend through electronic mode and wish to avail the same, are required to provide their bank details, including IFSC (‘Indian Financial System Code’) and MICR (‘Magnetic Ink Character Recognition’) Number, to the respective Depository Participants (‘DPs’), if the shares are held in the dematerialised form, or to ISC in respect of shares held in the certificate form. **SECTION: Transfer of Unclaimed Dividend and Shares to the Investor Education and Protection Fund** During the financial year 2023-24, unclaimed dividend for the financial year 2015-16 aggregating ` 25,27,91,438/- and 24,79,698 shares in respect of which dividend entitlements remained unclaimed for seven consecutive years, were transferred by the Company to the Investor Education and Protection Fund established by the Central Government (‘IEPF’), pursuant to the regulatory requirements. Shareholders may claim their unclaimed dividend for the years prior to and including the financial year 2015-16 and the shares from the IEPF Authority by applying in the prescribed Form No. IEPF-5, which can be accessed through the Company’s corporate website at https://www.itcportal.com/IEPF-claim and also on the website of the IEPF Authority at https://www.iepf.gov.in/IEPF/corporates.html. **SECTION: Shareholder Referencer** **SECTION: Transfer of Unclaimed Dividend and Shares to the Investor Education and Protection Fund (Contd.)** | Financial Year | Dividend Identification No. |
| Date of Declaration of Dividend | Total Dividend (`) | Unclaimed Dividend as on 31/03/2024 (`) | % | Due date for transfer of dividend and shares to IEPF | |----------------|-----------------------------|---------------------------------|--------------------|------------------------------------------|---|---------------------------------------------------| | 2016-17 | 87th | 28th July, 2017 | 57,70,01,46,310 | 23,69,87,492 | 0.41 | 2nd September, 2024 * | | 2017-18 | 88th | 27th July, 2018 | 62,85,22,11,487 | 23,68,02,585 | 0.38 | 27th August, 2025 | | 2018-19 | 89th | 12th July, 2019 | 70,48,72,63,716 | 20,49,50,078 | 0.29 | 12th August, 2026 | | 2019-20 | 90th | 4th September, 2020 | 1,24,76,63,21,288 | 31,52,64,196 | 0.25 | 5th October, 2027 | ``` ``` **SECTION: Financial Year Overview** The financial years and key dates are as follows: - **2020-21**: 91st Meeting on 11th August, 2021 - **2021-22**: 92nd Meeting on 20th July, 2022 - **2022-23**: 93rd Meeting on 11th August, 2023 **Interim Dividend Dates:** - 3rd February, 2022 - 29th January, 2024 *Note: ISC will not be able to entertain any claim received after 30th August, 2024.* **SECTION: Unclaimed Shares** The status of unclaimed shares of the Company transferred to the demat account, ‘ITC Limited - Unclaimed Suspense Account’, in accordance with the regulatory requirements, is as follows: - **Aggregate number of Shareholders and outstanding shares held in the Unclaimed Suspense Account as on 1st April, 2023**: 6,494 Shareholders, 59,47,514 Shares - **Number of Shareholders who approached the Company during the year for transfer of shares from the Unclaimed Suspense Account**: 154 Shareholders, 3,58,220 Shares - **Number of Shareholders to whom shares were transferred from the Unclaimed Suspense Account upon receipt and verification of necessary documents**: 138 Shareholders, 3,84,897 Shares - **Number of shares in respect of which dividend entitlements remained unclaimed for seven consecutive years and transferred from the Unclaimed Suspense Account to the IEPF**: 134 Shareholders, 2,44,785 Shares - **Aggregate number of Shareholders and outstanding shares held in the Unclaimed Suspense Account as on 31st March, 2024**: 6,356 Shareholders, 53,17,832 Shares *Voting rights in respect of these shares will remain frozen till the time such shares are transferred from the Unclaimed Suspense Account to the concerned Shareholders.* **SECTION: Depository Services** Shareholders may write to the respective Depository / DPs or to ISC for guidance on depository services. The contact details of the Depositories are given below: - **National Securities Depository Limited** - Address: Trade World, ‘A’ Wing, 4th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400 013 - Telephone no.: 022-4886 7000 - Facsimile no.: 022-2497 6351 - e-mail: [email protected] - Website: www.nsdl.co.in - **Central Depository Services (India) Limited** - Address: Marathon Futurex, ‘A’ Wing, 25th Floor, Mafatlal Mills Compound, N. M. Joshi Marg, Lower Parel, Mumbai 400 013 - Telephone no.: 022-2305 8640 - Facsimile no.: 022-2300 2035 - e-mail: [email protected] - Website: www.cdslindia.com **SECTION: Address for Correspondence with ISC** Investor Service Centre ITC Limited 37 Jawaharlal Nehru Road Kolkata 700 071 Telephone nos.: 1800-345-8152 (toll free), 033-2288 6426 / 0034 Facsimile no.: 033-2288 2358 e-mail: [email protected] Website: www.itcportal.com Shareholders holding shares in the dematerialised form should address their correspondence to the respective DPs, other than for dividend and Report and Accounts, which should be addressed to ISC. Shareholders are requested to provide their DP ID & Client ID / folio number, e-mail address, and contact number to facilitate prompt and efficient investor servicing. **SECTION: Report of the Board of Directors** **SECTION: Management Discussion and Analysis** **SECTION: For the Financial Year Ended 31st March, 2024** **SECTION: Socio-Economic Environment** The global economy witnessed another year of deceleration in growth to 3.2% in 2023 (Vs. 3.5% in 2022) with the slowdown being largely attributable to Advanced Economies, particularly the Euro Area and UK, and structural weakness in the Chinese economy. Advanced Economies grew by 1.6% with the US economy belying expectations of recession with a resilient performance in 2023, registering a growth of 2.5% (Vs. 1.9% in 2022). Emerging Markets & Developing Economies grew at a relatively faster pace of 4.3% (Vs. 4.1% in 2022), though remaining well below the long period average. The recent conflict in the Middle East, extreme weather events, and the overlapping shocks of the past four years – COVID pandemic, Russia-Ukraine conflict, unprecedented inflation, and subsequent sharp increase in interest rates – have rendered the global macroeconomic environment highly uncertain and volatile. Going forward, aggregate global economic growth as per IMF estimates is expected to remain subdued at 3.2% in 2024, well below the historical (2000-19) annual average of 3.8%. |
In 2024, Advanced Economies are projected to grow at 1.7% while Emerging Markets and Developing Economies are estimated to grow at 4.2%. With expectations of inflation easing towards target levels, the timing of central banks pivoting towards policy easing in major economies remains a key monitorable in the near term. India remained a relatively bright spot amidst the global slowdown, recording robust Real GDP growth of 7.6% in FY 2023-24. Growth was primarily driven by Fixed Investments led by Government’s thrust on infrastructure creation and household investments in real estate. Private Consumption, on the other hand, grew 3.0% - its slowest pace in two decades. The weakness in consumption was reflected, inter alia, in the muted volume growth of the FMCG sector (FY 2023-24 Volume growth approx. 3% Vs. 7% p.a. average in the pre-pandemic period). While Industry and Services sectors grew by 9.0% and 7.5% respectively, growth in the Agri sector slowed to 0.7%, with adverse weather events impacting harvests. Going forward, the Indian economy is expected to sustain its high growth trajectory in FY 2024-25 driven by strong momentum in Fixed Investments and a pick-up in Private Consumption on the back of moderation in inflation, improvement in agri terms of trade, a good Rabi harvest, and normal monsoons. Green shoots of recovery in rural markets, improving employment conditions, and sustained momentum in manufacturing and services sectors augur well for consumption demand in the near term. India continues to be acknowledged as one of the fastest growing major economies in the world with significant headroom for growth over the medium and long-term benefiting from a slew of purposeful interventions over several years. A favourable demographic profile, increasing affluence, rapid urbanisation, and accelerated digital adoption represent some of the key structural drivers of growth of the Indian Economy. Multi-dimensional interventions undertaken by the Government of India towards expansion of physical and digital public infrastructure, enhancing the competitiveness of the manufacturing sector, indirect/direct taxation, and financial sector reforms along with measures to promote ease of doing business are expected to power the economy going forward. While stepped-up capital expenditure outlay and focus on infrastructure are expected to drive growth in domestic manufacturing, focus on agri-related schemes are expected to boost farmers’ welfare and rural consumption demand, spurring a virtuous investment-employment-consumption cycle. As the Indian economy contends with uncertainties in the external environment, policy interventions focused on supporting sustainable livelihoods and fostering inclusive growth augur well for the economy. Structural support would need to be provided to sectors with large economic multiplier impact. In this regard, the development of robust domestic agri and wood-based value chains hold special importance in the Indian context given their enormous potential to contribute to national objectives. The agricultural sector is pivotal to the Indian economy, employing about half of the country’s workforce. India is amongst the leading producers in the world of several agri-commodities, including milk, rice, wheat, sugarcane, cotton, pulses, spices, fruits & vegetables. While India’s agri exports have grown strongly in recent years to a peak of US$ 53 billion in FY 2022-23, it witnessed a decline to US$ 49 billion in FY 2023-24 due to restrictions imposed during the year on agri-commodity trading led by concerns over food security and inflation on the back of geopolitical tensions and climate emergencies. India’s share of global agri-trade remains low at only about 3%. Enhancing agricultural productivity and value addition to international standards, while simultaneously improving market linkages, remain critical to enhance competitiveness of the agri sector and drive significant increase in farmers’ income. The farm sector faces enormous threats arising out of climate change as evident from the growing number of extreme weather events such as droughts and floods. Given the vulnerabilities, it is critical to strengthen climate resilience and adaptability of the agri-food sector. An exponential increase in crop production and productivity, backed by climate-smart agriculture, will be critical in meeting the growing needs of an increasing population as also in mitigating potential risks. Evolving consumer preferences are also driving a shift towards nutritious and sustainably sourced food products. These developments accentuate the need to enhance the competitiveness of agri value chains to cater to the dynamic market requirements of the future. India, with its tremendous strengths in this sector, has a unique opportunity to play a leading role in this global transition and in forging an ecosystem of sustainable, regenerative, and climate-smart agriculture. |
In this regard, the Government’s focus on promoting Farmer Producer Organisations (FPOs) holds immense potential to catalyse agricultural transformation by leveraging economies of scale, enabling sustainable agriculture, supporting market-led production, and creating larger market access. Government interventions encouraging private and public investment in post-harvest activities including aggregation, modern storage, efficient supply chain, primary and secondary processing, marketing, and branding are steps in the right direction and will go a long way in unlocking the full potential of the agri sector. In this context, your Company has adopted targeted collaborative models to multiply the scale and impact of its agri and rural interventions. This collaborative approach, as opposed to a traditional transactional approach, can contribute meaningfully towards building next-generation agriculture that is climate-resilient and capable of supporting gainful livelihoods. Digitalisation of agriculture also offers the potential to increase productivity and foster structural changes across the value chain thereby enabling efficient use of resources. In line with its commitment to harness the power of cutting-edge digital technologies and NextGen agri practices towards unlocking the potential of India’s farmers, your Company had launched ITCMAARS (Metamarket for Advanced Agriculture and Rural Services). The initiative continues to be scaled up rapidly and currently covers over 1.5 million farmers and over 1,650 FPOs, across 10 states and over 18,000 villages. This ‘phygital’ ecosystem continues to empower the farming community and FPOs by delivering personalised and dynamic advisory services as well as hyperlocal offerings including market linkages, agri inputs, and credit enablement. Further details on this transformative initiative are provided in the Agri Business section of this report. The Government of India had inspired the United Nations to declare 2023 as the ‘International Year of Millets’. This drew global attention to this ‘super-grain’ that has the potential to redefine agriculture with its unique value proposition. Millets are climate-resilient crops using substantially lesser water than other staples and grow in half the time as other crops, offering a comprehensive solution for sustained nutrition and food security. Your Company has spearheaded ‘ITC Mission Millets’, leveraging its enterprise strengths in agriculture, food, and hospitality to implement multi-dimensional interventions in this area. The holistic programme follows a strategic 3-fold approach – 1) developing a ‘good-for-you’ product portfolio, 2) implementing sustainable farming systems, and 3) enhancing consumer awareness through an Educate, Empower, and Encourage approach. Your Company has implemented a focused strategy in crafting a millet-based products portfolio under its world-class Indian brands for every occasion, age, and format. To cater to the diverse needs of consumers, your Company has launched products across traditional and modern formats viz. ‘Gluten Free Flour’, ‘Multi-Millet Batter Mix’, ‘Atta with Millets’, and ‘Ragi Flour’, Vermicelli, Biscuits, Snacks, and Noodles under the ‘Aashirvaad’, ‘Sunfeast’, ‘Bingo!’, and ‘YiPPee!’ brands. These are being progressively scaled up across target markets. Your Company has also designed products that suit every meal occasion like millet idlis for breakfast, biscuits & cookies for snacking, and noodles & pasta for other meals. The thrust on millets is further exemplified by the Hotels Business creating easy-to-try recipes with millets to help encourage individuals to experiment with the taste and texture of millets. The first-ever postal stamp to commemorate the year of millets and your Company’s unique Mission Millets initiative was also launched by the Department of Posts during the year. In line with your Company’s commitment to empower farmers, your Company has developed a millets agri-value chain with special thrust on enhancing value-addition and market linkages. Your Company is also promoting FPOs in millet farming anchored by ITCMAARS. The Agri Business has entered into a partnership with the Indian Institute of Millets Research (IIMR), Hyderabad to promote high-yielding varieties and advanced package of practices among millet farmers. Your Company remains committed to supporting the Government’s efforts to promote millets given their immense benefits in terms of nutritional properties and attributes as a planet-friendly and climate-resilient crop. It is pertinent to note that a substantial quantum of food is wasted along the chain in India, depending on the season and the inherent perishability of the crop. Higher levels of food processing in the economy can create a much larger pull for quality agri-commodities, thereby reducing farm wastages and raising farm incomes. This would require focused investments in developing product-specific climate-controlled infrastructure as well as in branded products that benefit large agri-value chains. Corporate participation is essential not only to invest in requisite infrastructure but also to provide assured market linkages to farmers. |
A big thrust on India’s Food Processing sector can play a pivotal role in this regard and have a large multiplier effect which will lead to significant job creation, enhance rural incomes, and help manage food inflation in a sustainable manner. In this context, the PLI Scheme for the Food Processing sector is expected to play a critical role in boosting investments, agri exports, farmer incomes, employment generation, and building Indian brands for the global market. Your Company has been included under the scheme for several of its Branded Packaged Foods Businesses and in the Agri Business, details of which are provided in the subsequent sections. Similarly, the Agro-forestry sector, as a source of raw material for the wood-based industry, is woefully constrained by policies that not only impede job creation in India but also promote avoidable imports. Recent policy interventions to enable greening of wastelands and providing financial assistance to members of marginalised communities taking up Agro-forestry is a commendable starting point to reverse this situation. Supportive policies in this area would go a long way in enhancing sustainable livelihoods, augmenting alternative sources of energy (bio-fuel), and enabling import substitution for wood-based industries while simultaneously augmenting the Nation’s environmental capital. Your Company’s interventions across operating segments are aligned to the national priorities of enhancing competitiveness of Indian agriculture and industry, generating large-scale employment opportunities, and supporting sustainable livelihoods, driving import substitution, creating national brands to maximise value capture in India, accelerating growth in tourism, increasing Indian agri exports, and promoting sustainable business practices. Investments made by your Company continue to be guided by the national objectives of ‘Make in India’ and ‘Doubling Farmers’ Income’ and the overarching theme of ‘Aatma Nirbhar Bharat’ that seeks to make the country stronger, resilient, and more competitive. A big thrust on India’s Food Processing sector can play a pivotal role and have a large multiplier effect. The PLI Scheme for the Food Processing sector is expected to play a critical role in boosting investments, agri exports, farmer incomes, employment generation, and building Indian brands for the global market. Your Company has been included under the scheme for several of its Branded Packaged Foods Businesses as well as Agri Business. ``` ``` **SECTION: Company Initiatives** Your Company is working towards developing village-level institutions, promoting women agriculturists, facilitating a cadre of women service providers like Pashu Sakhis, Yojana Sakhis, Krishi Sakhis, and fostering micro-entrepreneurship through Agri-Business Centres and Self-Help Groups. Custom hiring centres for farm mechanisation, post-harvest product management infrastructure, and community-managed seed banks for self-reliance in quality seed material are also being facilitated. Environmentally sustainable farm practices, including zero-till sowing of wheat, direct seeding of rice, micro-irrigation, and watershed development, continue to be promoted. Your Company’s collaboration with CGIAR’s ‘Climate Change and Food Security Programme’ to build climate-smart villages was expanded to 6,755 villages across 19 states, covering nearly 19 lakh acres, supporting farmers in managing risks arising from erratic and extreme weather events. According to CGIAR’s estimates, your Company’s Climate Smart Village intervention in Madhya Pradesh demonstrated an average increase in yield of 38% and 15% in soyabean and wheat respectively, over the baseline. Reduction in cost of cultivation along with yield improvement led to an increase in net income by 93% in soyabean and 46% in wheat over the baseline, and average Green House Gas emissions reduced by 66% for soyabean and 13% for wheat compared to the baseline. In villages where the intervention has been implemented for over three years, adoption rates for High-Yield and High-Resilience varieties have exceeded 70%, as against 20% in the baseline assessment. In Kapurthala District, Punjab, your Company, under its flagship programme of ‘ITC Mission Sunehra Kal’, has, over the last six years, implemented solutions that have effectively substituted the burning of paddy stubble by farmers. During the year, the programme covered nearly 2.5 lakh acres, with approximately 94% of the area (2.3 lakh acres) witnessing total stoppage of stubble burning, thereby avoiding approximately 1.8 lakh tonnes of carbon release into the atmosphere. **SECTION: Report of the Board of Directors** It is your Company’s belief that businesses can bring about transformational change by pursuing innovative business models that synergise the creation of sustainable livelihoods and the preservation of natural capital while enhancing shareholder value. This ‘Triple Bottom Line’ approach to creating larger ‘stakeholder value’, as opposed to merely focusing on uni-dimensional ‘shareholder value’ creation, is the driving force that defines your Company’s sustainability vision and its growth path into the future. |
Your Company is a global exemplar in ‘Triple Bottom Line’ performance. The focus on creating unique business models that generate substantial livelihoods across the value chains has led to your Company’s Businesses supporting over six million sustainable livelihoods, many of whom belong to the weaker sections of society. Your Company sustained its ‘AA’ rating by MSCI-ESG for the sixth successive year - the highest amongst global tobacco companies. Your Company has also been included in the Dow Jones Sustainability Emerging Markets Index for the fourth year in a row – a reflection of being a sustainability leader in the industry and a recognition of its continued commitment to people and planet. Your Company entered the prestigious ‘A List’ for Water by CDP achieving the highest ‘A’ rating ‘Leadership Level’ (Asia and Global average of ‘C’). For CDP Climate, your Company retained its ‘A-’ rating ‘Leadership Level’ (Asia and Global average of ‘C’). As a testament to your Company’s ‘Triple Bottom Line’ philosophy and Responsible Luxury ethos, all major hotel properties of your Company are LEED Platinum® certified, making your Company a trailblazer in green hoteliering globally. ITC Grand Chola, the 600-key super-premium luxury hotel complex in Chennai, is amongst the world’s largest LEED Platinum® certified green hotels. In 2020, ITC Windsor’s best practices on carbon management distinguished it as the first hotel in the world to be LEED® Zero Carbon certified. Since then, 11 more ITC Hotels have been certified as LEED® Zero Carbon. ITC Mughal became the first hotel globally to be awarded the LEED® Zero Water Certification by the U.S. Green Building Council (USGBC), followed by ITC Sonar, ITC Rajputana, and ITC Maurya which are the only other hotels globally to have been awarded the certification. Your Company’s ‘Sankhya’ data centre in Bengaluru had earlier become the first data centre in the world to be awarded the LEED® Zero Carbon certification. In addition, your Company is spearheading the implementation of the Alliance for Water Stewardship (AWS) Standard, which is a credible, globally-applicable and recognised framework for ensuring sustainable water management within the wider water catchment context. The Kovai unit of your Company is the first site in India and the first paper mill in the world to achieve the highest Platinum rating under the ‘Alliance for Water Stewardship Standards’. During the year, five of your Company’s units received the AWS Platinum level certification. Till date, seven units of your Company have achieved Platinum level certification under the AWS Standard. Your Company is in the process of implementing the AWS Standard at other units in high water stress areas and will progressively obtain AWS certification for these sites. Your Company has been championing the urgent need to combat climate change for building a more secure future and the role it can play in enabling. Your Company sustained its ‘AA’ rating by MSCI-ESG for the 6th successive year. It has also been included in the Dow Jones Sustainability Emerging Markets Index for the 4th year in a row. Your Company entered the prestigious ‘A List’ for Water by CDP achieving the highest ‘A’ rating ‘Leadership Level’ (Asia and Global average of ‘C’). For CDP Climate, your Company retained its ‘A-’ rating ‘Leadership Level’ (Asia and Global average of ‘C’). **SECTION: Financial Performance** Your Company delivered a resilient performance during the year amidst a challenging macroeconomic and operating environment. - The FMCG-Others Segment turned in a strong performance in the backdrop of weak demand conditions and significant increase in competitive intensity from regional/local players. Sustained margin expansion on the back of premiumisation, delayering operations, agile cost management, and judicious pricing actions led to robust growth in operating profits. Segment Revenue for the year grew by 9.6% on a high base with Segment EBITDA growing at a significantly faster pace of 19.7% to ₹ 2338.50 crores. Segment EBITDA margins expanded by 94 bps to 11.2% during the year. - The FMCG-Cigarettes Segment witnessed consolidation on a high base after a period of sustained growth momentum. Market standing was reinforced through focused portfolio/market interventions and agile execution. Differentiated variants and the premium segment performed well. - The Hotels Segment delivered stellar performance, clocking record highs in Revenue and Profits. Strong growth in RevPAR was driven by retail, MICE (Meetings, Incentives, Conferencing, Exhibition), and marquee events hosted in the country. Segment Revenue at ₹ 2989.50 crores and Segment EBITDA at ₹ 1049.88 crores grew by 15.6% and 26.2% respectively, on a high base. |
Segment EBITDA margin stood at 35.1%, representing an expansion of 295 bps over the previous year. - The Agri Business had limited business opportunities during the year in the bulk commodities space due to the Government imposing stock limits and restrictions on agri-commodity exports to ensure food security and control inflation. However, the strategic portfolio of value-added agri products recorded strong growth while the overall leaf tobacco business continued to perform well. - The Paperboards, Paper & Packaging Segment had to contend with soft domestic and export demand conditions which significantly depressed net realisations, cheap Chinese supplies in international markets, unprecedented escalation in domestic wood costs, and high base effect. Structural advantages arising from an integrated business model, Industry 4.0 initiatives, strategic investments in High Pressure Recovery Boiler, and proactive capacity augmentation in Value-Added Paperboards aided in partly mitigating pressure on margins. Overall for FY 2023-24, Gross Revenue and EBITDA stood at ₹ 69446.20 crores and ₹ 24478.61 crores respectively. Profit Before Tax and Exceptional items at ₹ 26323.34 crores grew by 6.7% over the previous year. Your Company reassessed its provisions relating to uncertain tax positions for earlier years based on a favourable order of the Honourable Supreme Court received during the year, which resulted in a credit of ₹ 468.44 crores in the Current Tax expense for the year. Profit After Tax grew by 8.9% to ₹ 20421.97 crores (previous year ₹ 18753.31 crores). Total Comprehensive Income for the year stood at ₹ 22703.03 crores (previous year ₹ 18782.57 crores). Earnings Per Share for the year stood at ₹ 16.39 (previous year ₹ 15.15). The Directors of your Company are pleased to recommend a Final Dividend of ₹ 7.50 per share for the financial year ended 31st March, 2024. Together with the Interim Dividend of ₹ 6.25 per share paid on 27th February, 2024, the total Dividend for the financial year ended 31st March, 2024 amounts to ₹ 13.75 per share (previous year Ordinary Dividend of ₹ 12.75 per share and Special Dividend of ₹ 2.75 per share). Total cash outflow on account of Dividend (including Interim Dividend of ₹ 7799.45 crores paid in February 2024) will be ₹ 17162.99 crores. **SECTION: Value-Added and Contribution to Exchequer** Over the last five years, the Value-Added by your Company, i.e. the value created by the economic activities of your Company and its employees, aggregated over ₹ 292000 crores, of which over ₹ 194000 crores accrued to the Exchequer. Including the share of dividends paid and retained earnings attributable to government-owned institutions, your Company’s contribution to the Central and State Governments represented approximately 74% of its Value-Added during the year. Your Company has, over the years, consistently ranked amongst the Top 3 Indian corporates in the private sector in terms of Contribution to Exchequer. **SECTION: Foreign Exchange Earnings** Your Company continues to view foreign exchange earnings as a priority. All Businesses in your Company’s portfolio are mandated to engage with overseas markets with a view to testing and demonstrating international competitiveness and seeking profitable opportunities for growth. Foreign exchange earnings of the ITC Group over the last ten years aggregated nearly US$ 9.3 billion, of which agri exports constituted approximately 60%. Earnings from agri exports, which effectively link small farmers with international markets, are an indicator of your Company’s contribution to the rural economy. During FY 2023-24, your Company and its subsidiaries earned ₹ 9512 crores in foreign exchange. The direct foreign exchange earned by your Company amounted to ₹ 7213 crores, mainly on account of exports of agri-commodities. Your Company’s expenditure in foreign currency amounted to ₹ 2790 crores. |
**SECTION: Profits, Dividends and Retained Earnings** | PROFIT | 2023 - 24 | 2022 - 23 | |---|---|---| | a) Profit Before Exceptional Items and Tax | 26323.34 | 24677.54 | | b) Exceptional Items (refer note 28 (i) of Notes to the Standalone Financial Statements) | (7.57) | 72.87 | | c) Profit Before Tax | 26315.77 | 24750.41 | | d) Tax Expense | | | | – Current Tax | 5661.21 | 6025.32 | | – Deferred Tax | 232.59 | (28.22) | | e) Profit for the year | 20421.97 | 18753.31 | | f) Other Comprehensive Income | 2281.06 | 29.26 | | g) Total Comprehensive Income | 22703.03 | 18782.57 | **SECTION: Statement of Retained Earnings** | | 2023 - 24 | 2022 - 23 | |---|---|---| | a) At the beginning of the year | 33687.70 | 30060.39 | | b) Add: Profit for the year | 20421.97 | 18753.31 | | c) Add: Other Comprehensive Income (net of tax) | (17.18) | (16.81) | | d) Add: Transfer from Share Options Outstanding Account on exercise and lapse | 1.67 | 20.82 | | e) Less: Dividends | | | | – Final Dividend of ₹ 6.75 (2023: ₹ 6.25) per share | 8388.91 | 7702.03 | | – Special Dividend of ₹ 2.75 (2023: Nil) per share | 3417.70 | | | – Interim Dividend of ₹ 6.25 (2023: ₹ 6.00) per share | 7799.45 | 7448.41 | | – Income Tax on Dividend paid (refund) | | (20.43) | | f) At the end of the year | 34488.10 | 33687.70 | Your Company continues to counter illicit trade and reinforce market standing by fortifying the product portfolio through innovation, democratising premiumisation across segments, and enhancing product availability backed by superior on-ground execution. **SECTION: Cigarettes Market Overview** While India is the world’s second-largest consumer of tobacco, legal cigarettes constitute only 9% of overall tobacco consumption in India, as against a global average of 90%. It is pertinent to note that India accounts for less than 2% of global cigarette consumption despite having 18% of the world’s population - making India’s per capita cigarette consumption amongst the lowest in the world. Over the years, discriminatory and punitive taxation on cigarettes has led to the progressive migration of consumption from duty-paid cigarettes to other lightly taxed/tax-evaded forms of tobacco products, comprising illicit cigarettes, bidi, chewing tobacco, gutkha, zarda, snuff, etc. It is pertinent to note that while the share of legal cigarettes in total tobacco consumption has declined from 21% in 1981-82 to a mere 9%, aggregate tobacco consumption in the country has increased over the same period. As a result, despite accounting for less than 1/10th of the tobacco consumed in the country, duty-paid cigarettes contribute more than 4/5th of the revenue generated from the tobacco sector. **SECTION: Per Capita Consumption of Cigarettes** | Year | No. of Cigarettes per annum | |---|---| | 1971 | 1133 | | 1981-82 | 898 | | 1991-92 | 897 | | 2001-02 | 468 | | 2011-12 | 394 | | 2021-22 | 90 | Source: The Tobacco Atlas – 7th Edition, 2022 **SECTION: Tax per 2000 Cigarettes as a percentage of Per Capita GDP** | Country | Tax Percentage | |---|---| | USA | 0.40% | | Japan | 0.80% | | China | 1.00% | | Germany | 1.03% | | Russia | 1.13% | | Canada | 1.19% | | Pakistan | 1.50% | | Malaysia | 1.68% | | Thailand | 2.11% | | UK | 2.30% | | Australia | 2.75% | | India | 5.71% | Source: Tax data – WHO Global Health Observatory, 2024 (Cigarette tax data for 2022); Per Capita GDP – World Bank (Data for the year 2022) **SECTION: Impact of Taxation on Cigarette Industry** Punitive taxes on the legal cigarette industry in earlier years have resulted in rapid growth of illicit cigarette trade – making India the 4th largest illicit cigarette market globally according to Euromonitor estimates. Over the years, this has created attractive tax arbitrage opportunities for unscrupulous players indulging in illicit cigarette trade. While legitimate cigarette industry volumes have declined consistently over the last decade, illicit cigarette volumes, in contrast, have grown rapidly during the same period, accounting for about 1/3rd of the legal industry. |
It is pertinent to note that the legal industry has been able to partially claw back volumes from illicit trade during periods of tax stability, backed by deterrent actions by enforcement agencies. ``` ``` **SECTION: Media Reports on Illicit Cigarettes** During the year, there were extensive media reports on the multitude of cases of evasion of taxes/duties by dealers in illicit cigarettes, which were unearthed by raids conducted by the Directorate of Revenue Intelligence (DRI) and other enforcement agencies. A study published by FICCI-TARI in September 2022, titled “Illicit markets: A Threat to Our National Interests,” noted that the consumption of illegal cigarettes in India has increased, signaling a shift from legal products to cheaper substitutes or illicit products, which have little to no tax element. It is estimated that illicit trade causes an annual revenue loss of approximately ₹21,000 crores to the Exchequer. With respect to other tobacco products, the revenue losses are significant since about 68% of the total tobacco consumed in the country remains outside the tax net. The DRI, in its report “Smuggling in India 2021-22,” acknowledges the high incidence of taxes in India, which provides opportunities for illicit trade of cigarettes. The report states that the high incidence of tax on cigarettes results in a tax arbitrage in favor of smuggled cigarettes, which are typically 50% cheaper in the Indian market compared to legal brands. **SECTION: Tobacco Control Measures in India** Tobacco control measures in India have ranked among the most stringent in the world, from the enactment of the Cigarettes (Regulation of Production, Supply and Distribution) Act, 1975, to the present. The Cigarettes and Other Tobacco Products (Prohibition of Advertisement and Regulation of Trade and Commerce, Production, Supply and Distribution) Act, 2003 (COTPA) requires cigarette packages to display pictorial and textual warnings covering 85% of the surface area of the packet. However, smuggled international brands do not bear these warnings or have much smaller warnings as per the laws of their countries of origin. The illicit cigarette trade has a deleterious impact on farmers and farm workers engaged in the tobacco value chain. Research conducted by IMRB International shows that the lack of pictorial warnings on packets of smuggled international brands creates a perception among consumers that these illicit cigarettes are ‘safer’ than domestic duty-paid cigarettes. **SECTION: Economic Impact of Illicit Trade** India is among the top three tobacco-growing countries in the world, and tobacco plays a significant role in the Indian economy. The growth of illicit cigarette trade has resulted in a sharp drop in demand for Indian Flue Cured Virginia (FCV) tobaccos, with production dropping by approximately 40% between 2013-14 and 2021-22. This has led to a loss of an estimated 35 million man-days of employment in tobacco-growing areas. The punitive and discriminatory taxation and regulatory regime on cigarettes in India have adversely affected the livelihood of Indian tobacco farmers. Recent stability in taxes on cigarettes, backed by enforcement actions, has enabled the legal cigarette industry to combat illicit trade and recover volumes. **SECTION: Regulatory Challenges and Legal Proceedings** Your Company and several stakeholders have challenged the validity of the 85% pictorial warnings prescribed under COTPA. The Karnataka High Court held these warnings to be factually incorrect and unconstitutional, but the Supreme Court has stayed this judgment, and the cases are pending. **SECTION: Negative Repercussions of Regulations** The stringent regulations and steep taxation on cigarettes have led to: - Rapid growth in illicit cigarette volumes, resulting in significant revenue loss to the Exchequer. - Widespread availability of illicit cigarettes at affordable prices. - A large component of tobacco consumption remaining outside the tax net. - Persistent negative impacts on the livelihood of tobacco farmers. Your Company continues to engage with policymakers for a framework of equitable, non-discriminatory regulations that balance economic imperatives and tobacco control objectives. **SECTION: FMCG – Others** Amidst a challenging macro-economic environment, your Company’s FMCG Businesses grew ahead of the industry in both urban and rural markets, driven by deep consumer insights and purposeful innovation. The FMCG Businesses recorded Segment Revenue of ₹20,966.83 crores, representing an increase of 9.6% over the previous year. **SECTION: Cutting-edge Digital Technologies** Cutting-edge digital technologies, including Industry 4.0 and Advanced Analytics, continue to be deployed to enhance productivity and drive efficiency. Your Company remains focused on rapidly scaling up its FMCG Businesses anchored on strong growth platforms and a future-ready portfolio. **SECTION: Strategic Growth Initiatives** Your Company is pursuing value-accretive acquisitions and collaborations to accelerate growth. |
The FMCG Businesses continue to expand their export footprint, leveraging the equity of their world-class brands, with a reach now spanning over 70 countries. Your Company remains confident of rapidly scaling up its FMCG Businesses on the back of a strong future-ready portfolio powered by purpose-led brands, world-class quality, deep consumer insights, and cutting-edge innovation. ``` ``` **SECTION: Branded Packaged Foods** Your Company sustained its position as one of the largest and fastest growing branded packaged foods businesses in the country, leveraging a robust portfolio of brands and a slew of first-to-market offerings. The focus remains on distinctive products customized to address regional tastes and preferences, supported by an efficient supply chain and distribution network. This was achieved against the backdrop of subdued demand conditions and heightened competitive intensity across product categories. The Branded Packaged Foods Businesses remain focused on addressing emerging consumer needs with innovations anchored on health, nutrition, wellness, immunity, naturals, indulgence, and convenience. Several innovative and first-to-market products were launched during the year, leveraging your Company’s institutional strengths, including superior consumer insights and the capabilities of your Company’s Life Sciences and Technology Centre (LSTC). Encouraged by the Government of India’s initiative of promoting millets, your Company continued to augment its range of millet-based products, including ‘Ragi Flour’, ‘Gluten Free Flour’, ‘Multi-Millet Mix’, and ‘Ragi Vermicelli’ under the ‘Aashirvaad’ brand. New products such as ‘Sunfeast Farmlite Super Millets’ cookies and millet-based ‘Fantastik Choco Sticks’ were introduced. The Businesses continue to use a data-driven approach to make targeted brand investments and deepen consumer engagements across all touchpoints. **SECTION: Report of the Board of Directors** During the year, your Company received prestigious awards, including a Gold from ‘IAMAI - India Digital Awards’ for ‘Tech Enabled Campaign’ and a Bronze EMVIES from The Advertising Club for ‘Best Media Innovation: Digital – Social Media’. The Businesses rolled out several unique interventions in brand marketing, including sufficiency-based media planning and full funnel marketing. AI and Gen AI were adopted at scale to enhance content creation and media deployment. The Staples Business, ‘Aashirvaad’, delivered robust growth, with the value-added Atta portfolio posting healthy growth driven by superior value propositions. The Organic portfolio was augmented with the launch of ‘Organic Rajma’ and ‘Organic Kabuli Chana’. **SECTION: Aashirvaad Salt** ‘Aashirvaad Salt’ posted robust growth in focus markets, supported by its distinctive positioning – ‘Created by Sun and Sea - pure just like nature intended it to be’. The portfolio was further enriched with the launch of Aashirvaad Himalayan Pink Salt. **SECTION: Spices Category** In the Spices category, your Company continued to deliver strong growth by providing unique and personalized experiences that meet consumer taste preferences. The ‘Sunrise’ brand strengthened its market leadership position in West Bengal and made significant gains in the Northeast region and Bihar. Unique products such as Sunrise ‘Haah Salkumura’ for duck curry and the ‘Swaad Bihar ka’ range of spices were introduced. **SECTION: Biscuits Category** The Biscuits category witnessed resilient performance, with the ‘Sunfeast Dark Fantasy’ range sustaining its leadership position in the premium segment. The portfolio was enriched with the launch of ‘Bounce Day & Night’ and ‘Sunfeast All Rounder Sweet and Salty’. The brand launched several innovative campaigns, including the ‘MyFantasyAdWithSRK’ campaign, which received overwhelming consumer response. The Snacks portfolio was augmented with the innovative ‘Bingo! Tedhe Medhe Chatpata Twist’ and new launches like ‘Bingo! Nachos Chilli Limon’. The Ready-to-Eat (RTE) category continued to grow, with a focus on key markets and innovative product offerings. **SECTION: Dairy and Beverages** The ‘Aashirvaad Svasti’ fresh dairy portfolio continued its strong growth trajectory, with innovative offerings such as Paneer Slices and ‘Shahi Lassi’. The Beverages portfolio demonstrated resilient performance, with recent launches like ‘B Natural Tender Coconut Water’ performing well. **SECTION: Confectionery and Exports** The Confectionery Business nurtured its premium portfolio with products like ‘Fantastik Chocostick’ and ‘Fabelle’ chocolates. Exports witnessed rapid growth across several categories, with your Company’s brands reaching more than 70 countries. Your Company has made significant investments in state-of-the-art Integrated Consumer Goods Manufacturing and Logistics facilities (ICMLs) to enhance product freshness and market agility. The capacity utilization at ICMLs continues to ramp up, ensuring the delivery of fresher products and lowering the cost of market servicing. ``` ``` **SECTION: Company Achievements** With its relentless focus on quality and manufacturing excellence, your Company became the first Indian company to win the prestigious Global Kaizen Award at the 5th Edition of Global KAIZEN™ Awards held in November 2023 at Lisbon, Portugal. |
During the year, your Company received over 100 prestigious external awards & accolades in the areas of Safety, Sustainability, Quality & Food Safety, Manufacturing Excellence, Cost competitiveness, Manufacturing & Supply Chain, and HR from prestigious institutions such as the Confederation of Indian Industry (CII) and Integrated Manufacturing Excellence Initiative (IMexI). The Ranjangaon ICML became the second food processing facility of your Company to have been awarded a Platinum level Certification under the Alliance for Water Stewardship Standards (AWS). These accolades are testament to your Company’s unwavering commitment to providing products with the highest levels of quality while reducing the environmental impact. **SECTION: Strategic Initiatives** The Business has implemented several strategic cost management initiatives in areas such as supply chain optimisation, smart procurement, and productivity improvement through automation leveraging new-age technologies such as Industry 4.0, Artificial Intelligence/Machine Learning, advanced visual analytics, and smart utilities. These measures are instrumental in countering the significant input cost volatility witnessed during the year, as well as offsetting the gestation costs of new initiatives and strategic brand development investments in emerging categories. With the growing importance of processed food products in the consumer basket, the food processing industry has significant potential to transform the agriculture sector through increased market linkages, improvement in the efficiency of resource use, enhancement in farmer incomes, expansion of exports, and generation of employment opportunities. 11 ICMLs are operational in locations proximal to large demand centres enabling delivery of fresher products, reduction in distance to market, and delayering of operations. **SECTION: Report of the Board of Directors** Development of the food processing sector will aid in addressing issues of food security and inflation, improved nutrition availability, and prevention of wastage, amongst others. Recognising this potential and headroom for growth in the Indian market, your Company has made significant investments in food processing and remains focused on establishing itself as the leading player in the branded packaged foods industry. The Government’s Production Linked Incentives (PLI) Scheme for the food processing industry will incentivise fresh investments, enable building Indian brands for the global market, promote exports, and boost farmer incomes. Your Company has been included under the PLI Scheme towards sales-based incentives in the Ready to Eat, Fruits & Vegetables, and Marine categories respectively, as well as for incentives towards expenditure incurred for branding and marketing in export markets. In line with the Government’s initiatives towards promoting millets, a PLI scheme for millet-based products has also been introduced during the year. Your Company has been included under the PLI Scheme for millet-based products as well. Your Company’s strong farm linkages, procurement efficiencies, world-class brands, and deep & wide multi-channel distribution network, with growing presence in emerging channels such as e-Commerce, Modern Trade, On-the-go, and Institutional sales, continues to deliver competitive advantage through superior product availability, visibility, and freshness. Recent investments in establishing a world-class distributed manufacturing footprint have created a solid foundation to secure structural advantage over time. Cutting-edge R&D platforms of your Company’s LSTC are driving agile innovation and faster turnaround times for the introduction of differentiated & first-to-market products catering to constantly evolving consumer needs. Investments in leading-edge digital technologies and platforms continue to be stepped up across the value chain to drive competitive advantage. **SECTION: Personal Care Products** The Personal Care industry remained under pressure during the year with consumer demand remaining muted across both urban and rural centres of consumption. Input prices, which had witnessed significant surge in the previous year, moderated in course of the year. Industry players stepped up marketing investments and also passed on the benefit of input cost moderation in a bid to spur demand. Your Company’s Personal Care Products Business continued to strengthen its core strategic levers of building brands with purpose, introducing first-in-category innovations, focusing on categories of the future, and rapidly scaling up presence in emerging channels. The Business continues to focus on identifying emerging trends and reinforcing its strategic pillars of distinctive brand positioning, innovative offerings, expansion into emerging channels, and amplification of the premium portfolio. During the year, the Business witnessed acceleration in its premium portfolio, which grew significantly ahead of the overall portfolio. The Business continued to leverage your Company’s state-of-the-art LSTC facility to develop innovative and differentiated products backed by robust science-based claims, to meet emerging consumer needs. In the Personal Wash segment, premiumisation continues to remain a key vector of growth. |
Your Company’s Personal Care Products Business continued to strengthen its core strategic levers of building brands with purpose, introducing first-in-category innovations, focusing on categories of the future, and accelerating presence in emerging channels. During the year, ‘Fiama’ registered strong growth and remained ahead of Industry largely fuelled by investments in brand building, wider distribution, and channel-tailored assortments. Fiama gel bars range registered significant gains during the year, driven by innovative and differentiated offerings appealing to evolving consumer preferences; the range was further augmented with the launch of ‘Fiama Golden Sandalwood Oil & Patchouli’ and ‘Fiama Men’s Charcoal’. The brand partnered with Filmfare for a first-in-industry ‘Best Portrayal of Mental Health in Cinema’ at the Filmfare OTT Awards 2023 and also released a Mental Wellbeing Survey in association with MINDS Foundation, reinforcing its commitment to the brand purpose of promoting mental wellness while improving access to mental health experts. The ‘Vivel’ range of soaps and bodywash continued to build momentum and posted healthy growth during the year with strategic focus on alternate channels, superior formulation, and competitive pricing. The core of Vivel’s product portfolio remains rooted in its strong association with Aloe Vera and other natural ingredients, aligning with increasing consumer preference for naturals. The brand continued to strengthen its association with Women Empowerment with its collaboration with Azad Foundation, through ‘Parvaz’, a year-long leadership training programme that fosters women’s empowerment and enables young women leaders to be catalysts of change in their communities. The Fragrance category under the ‘Engage’ brand exhibited resilient performance in the face of heightened competitive intensity, especially at the value end. The premium perfume segment witnessed strong growth fuelled by the launch of disruptive gifting options and small pack variants reinforcing the brand vision of meeting a variety of consumer needs. The Business launched a premium EDP range with best-in-class fragrances for occasion-based use including a differentiated ‘gender neutral’ variant ‘One Soul’. In the popular segment, Deo sprays were also launched in the mini-can format. Strong performance in Modern Trade and e-Commerce channels, along with new initiatives in the gifting space, reflects the Business’ innovative approach to market expansion and consumer engagement. Leveraging robust R&D capabilities and in-house manufacturing capabilities, the Business will continue to deliver high-quality fragrances that resonate with discerning consumers. The value proposition of ‘Savlon’ brand on the ‘Skin Friendly germ protection’ proposition in line with evolving needs of consumers, helped the brand’s core categories of soaps and handwash scale-up during the year. Savlon powder handwash, in a convenient low unit pack format, witnessed strong traction amongst target consumers. The Business continued to expand its presence in the Home Care segment by leveraging the ‘Nimyle’ brand’s proposition of “Naturally safe floors and happy homes”. Strong growth in Modern Trade and e-Commerce channels, refreshed & premium packaging along with improved penetration led to double-digit revenue growth. The brand collaborated with ‘Pet Fed’, a convention for pets and pet lovers, to engage with pet parents to educate and raise awareness on eco-friendly floor cleaners which are safe for pets. Further, Nimyle maintained its leadership position in its core markets despite resurgence of regional brands and private labels. During the year, ‘Fiama’ registered strong growth and remained ahead of Industry largely fuelled by investments in brand building, wider distribution, and channel-tailored assortments. The ‘Vivel’ range of soaps and bodywash posted healthy growth with focus on alternate channels, superior formulation, and competitive pricing. **SECTION: Skincare Portfolio** In the Skincare portfolio, ‘Dermafique’ continues to leverage AI powered smart skin advisor introduced last year to provide personalised skin health analysis, empowering individuals to know their skin better and adopt solutions suited to unique skin needs of Indian consumers. The brand also strengthened its equity through relevant product benefit communications, leveraging influencers to drive buzz and engagement, running digital campaigns etc., leading to strong conversions and repeat rates on digital platforms. During the year, D2C platforms for Dermafique, Fiama, and Engage continued to gain traction while deepening consumer engagement based on sharp consumer insights. A combination of Creatives, Performance Marketing, and Data Analytics is being leveraged to scale-up these platforms with a wide range of innovative products. Modern Trade and e-Commerce channels demonstrated robust performance led by strategic partnerships and right assortments tailored to consumer needs. Quick-Commerce emerged as a fast-growing platform demonstrating significant traction across categories and now accounts for a significant share of e-Commerce sales. |
In order to meet the growing requirements in East markets and create capacities for the future, a state-of-the-art manufacturing unit in Uluberia, West Bengal is set to be operational shortly. The establishment of the facility is also in line with the strategic objective of reducing distance to market, enhancing supply chain agility and responsiveness, as well as optimising costs. Fiama, Vivel, and Savlon have been frontrunners in adopting sustainable packaging for the soap portfolio. PET bottles of Fiama Showergel and Handwash contain 50% recycled plastic; Vivel and Fiama Soaps packaging is 100% recyclable; Engage perfume sprays are now made with 50% Post-Consumer Recycled (PCR) material. Further, plastic-free cartons are being used for Engage Cologne and sustainable materials are being used for point-of-sale promotions across several brands. In recognition of its clutter-breaking marketing and communication initiatives, the Business received several accolades in the field of Digital and Marketing excellence. Leveraging the power of PR and digital storytelling, Fiama’s ‘Talking Memes’ campaign achieved significant traction and was awarded a Gold at the London International Advertising Awards, a Silver at Fulcrum Awards for ‘Best use of Digital’, eight trophies at the Kyoorius Creative Awards 2023, and was also shortlisted in Cannes Lions 2023. Savlon was recognised as the ‘Top Resurgent Brand of the Year’ by Exchange4Media’s Pitch Top 50 Brands 2023 and Savlon’s Swasth India Mission - Hand Ambassador campaign won seven trophies at the Kyoorius Creative Awards 2023. Your Company’s strategic focus continues to be on expanding the core categories of Personal Wash, Fragrance, and Homecare through innovative, differentiated, and consumer-centric products, highest levels of product quality, and impactful communication. Your Company’s Personal Care Products Business, with its future-ready portfolio and purpose-led brands, is well positioned to seize growth opportunities and emerge as a significant player in this space. **SECTION: Education and Stationery Products** The Education and Stationery Products industry witnessed strong growth during the year driven by increased household penetration. Higher enrolment ratios and growing literacy contributed to this growth. The year also witnessed heightened competitive intensity with a resurgence of regional players on the back of moderation in input prices. During the year, the Business further strengthened its market leadership position in the industry, delivering a robust performance by fortifying its core categories and scaling up adjacencies through portfolio premiumisation, innovative product launches, and judicious pricing actions. The Business continued to leverage your Company’s institutional strengths comprising paper manufacturing expertise, brand building capabilities, and multi-channel distribution infrastructure. The Business also continued to leverage the capabilities of your Company’s Life Sciences and Technology Centre to craft differentiated products of superior quality. Premiumisation and product innovation continue to be key growth drivers for the Business. The ‘Classmate Interaktiv’ Notebook portfolio continued to witness strong consumer traction driven by a wide range of differentiated offerings. These included products that enable ‘Do It Yourself’ activities with a view to ‘Enjoy Learning’, immersive technologies such as augmented reality, and interchangeable covers. The Business also accelerated the adoption of ‘Classmate Pulse’ spiral format through targeted activations and driving franchise of new customer segments such as high school students, in addition to college goers and the youth segment. The ‘Paperkraft’ portfolio was also strengthened with the launch of a new range of notebooks with differentiated design themes catering to both personal and professional usage. The Writing Instruments portfolio delivered a strong performance on the back of recent launches with differentiated forms and features which received encouraging consumer response. ‘Classmate All Rounder’, an inter-school initiative which was launched last year to promote holistic learning in line with the National Education Policy 2020, provides students with a platform to nurture and showcase their varied skills. The initiative continued to gain strong momentum in its second edition, with participation of over 4.5 lakh students from 2700+ schools. The multi-channel capability of your Company’s strong distribution network was leveraged to enhance availability and drive sales. The Business sustained its leadership position on e-Commerce platforms through consistent availability of a wide assortment of products, backed by focused interventions to enhance consumer traction. Consumer engagement was augmented through Classmateshop.com, a D2C platform, which provides consumers the opportunity to ‘Personalise & Capture’ memories on Classmate notebooks. Digital adoption through industry–first propositions such as personalised videos and AI (Artificial Intelligence) generated cover designs further enhanced consumer engagement. During the year, the Business re-launched myClassmate app, a gamified app focused on developing co–curricular skills, to make learning engaging and enjoyable; the app has garnered over two million downloads. |
During the year, the Business enhanced its manufacturing capacity of spiral notebooks at its dedicated manufacturing facility at Vijayawada. Equipped with state-of-the-art technology, the facility enables the Business to develop differentiated notebook formats, drive cost reduction, and address opportunities in overseas markets. During the year, Your Company’s Education and Stationery Products Business, with its strong brands – Classmate & Paperkraft, robust product portfolio, collaborative linkages with small & medium enterprises, and superior distribution network, is well poised to sustain its leadership position in the industry. The Business expanded its footprint to newer geographies and introduced new product variants leveraging the aforestated facility. The Classmate and Paperkraft range of notebooks leverage your Company’s world-class fibre line at Bhadrachalam - India’s first ozone treated elemental chlorine free facility - and embody the environmental capital built by your Company in its paper business. The Business continued to scale-up the Paperkraft range of notebooks using Forest Stewardship Council (FSC) certified paper, made at your Company’s paper mill. With over 250 million school-going students, India has one of the largest education systems in the world. The Indian Education and Stationery Products industry holds immense potential driven by growing literacy, increasing enrolment ratios, the Government’s continued thrust on the education sector, and a favourable demographic profile of the country’s population. Your Company’s Education and Stationery Products Business, with its strong brands, robust product portfolio, collaborative linkages with small & medium enterprises, and superior distribution network, is well poised to sustain its leadership position in the industry. **SECTION: Incense Sticks (Agarbattis) and Safety Matches** The Incense Sticks (Agarbattis) category continued to witness robust growth during the year. Your Company’s flagship brand ‘Mangaldeep’ effectively leveraged market opportunities and continued to enhance its standing in the category. With its presence across multiple formats viz. Agarbattis, Dhoop, and Sambrani, Mangaldeep provides discerning consumers a differentiated and superior product experience with a strong devotional connect. The Business continued to drive brand salience through sharply focused marketing interventions. Product mix enrichment, cost optimisation initiatives, and stability in prices of key ingredients enabled the Business to further improve operating margins during the year. Based on superior consumer insighting, a number of new product offerings were launched by the Business during the year including, inter alia, a new sub-brand ‘Scent’ in the Popular segment. Built on the unique proposition ‘Inspired by Fine Fragrances’, Mangaldeep Scent offers three unique, modern, and long-lasting fragrances with superior sensorials. The brand also refreshed its core portfolio of Floral and Sandal fragrances with improved product experience and pack semiotics. In the Dhoop segment, staying in tune with today’s consumer’s need for convenience and variety, the Business introduced multiple fragrances in the same pack through ‘Dhoop 3in1’ in North and East markets. A ‘bamboo less’ incense format was also launched for e-Commerce and Modern Trade channels in line with emergent consumer needs in these channels. Mangaldeep aims to be an enabler of devotion and wellbeing through its fragrances. Over the last two years, the brand has built a range of products on a differentiated consumer proposition of long-lasting fragrances. The Incense Sticks Business has co-created these superior fragrances with the help of 150 visually impaired fragrance evaluators as part of its ‘Mangaldeep Sixth Sense’ panel. It supports them with livelihood opportunities and empowers them with dignity and pride. ``` ``` **SECTION: Business Competitiveness in the Agarbatti Value Chain** Over the years, the Business has implemented several measures to enhance the competitiveness of the agarbatti value chain in India. These include import substitution and backward integration of sourcing raw materials and manufacturing raw battis using indigenous inputs. The Business has been a pioneer in developing domestic manufacturing capabilities for raw battis and is also working closely with manufacturers and nodal agencies of respective State Governments for sourcing Indian Bamboo sticks and cultivating Bamboo plantations in the country. The proactive measures implemented by your Company contribute to national priorities of employment generation and provide a source of competitive advantage while enhancing income in the agarbatti stick and raw batti manufacturing value chain. **SECTION: Safety Matches Industry** In the Safety Matches industry, the Business strengthened its market leadership position by leveraging the brand ‘Homelites’ – built on differentiated positioning of stronger, longer, and karborised sticks. The Business continues to focus on scaling up the share of value-added products in its portfolio and enhancing supply chain efficiency by sourcing products manufactured closer to markets. |
To build higher interest in this category, the brand is progressing on limited edition launches and matchbox collectibles, especially targeted at modern consumers. **SECTION: Trade Marketing & Distribution** Your Company’s Trade Marketing & Distribution (TM&D) vertical continued to leverage emerging market trends such as premiumisation, growth of Modern Trade & e-Commerce channels, and rapid urbanisation, ensuring effective market servicing and product availability addressing a wide range of consumer and trade needs. TM&D adopted a comprehensive approach encompassing the realignment of distribution infrastructure, deployment of innovative delivery models, forging strategic partnerships, and leveraging digital technologies to accelerate growth across channels. The dynamic interplay of varied and evolving consumer preferences, multiplicity of channels, diverse demographic profiles, socio-economic factors, and a vast geographical landscape pose a high degree of complexity for distribution of FMCG products in India. Recognising these challenges, TM&D continues to sharpen channel-specific strategies to efficiently service consumer demand across the country. Valuable insights into consumer behaviour and channel/region specific trends gained over the years continue to be leveraged to deliver superior performance in terms of product availability, visibility, and freshness. The rapid growth of Modern Trade and e-Commerce channels, coupled with the emergence of several new players, has necessitated the deployment of tailored market/outlet specific strategies to seize emerging opportunities. The Modern Trade channel continued to witness strong growth, driven by store expansions primarily in Tier 2 & Tier 3 cities. Omni-channel presence in urban markets enabled accelerated growth while shopper marketing insights and agile supply chain capabilities were leveraged to enhance operational and execution efficiencies. **SECTION: Report of the Board of Directors** The surge in internet usage, particularly through smartphones, widespread adoption of digital payments, wide assortment of products, and faster deliveries continue to drive the rising salience of the e-Commerce channel. Your Company’s collaborations with leading e-Commerce platforms on all aspects of operations, including category development, supply chain, consumer offerings, and customer acquisition, have enabled it to significantly scale up sales in this channel. This was augmented by the development of exclusive pack assortments, channel-specific business plans, and ‘Digital First’ brands. Joint Business Plans executed in coordination with e-Commerce platforms, coupled with agile supply chain initiatives, have further fortified your Company’s market standing in this channel. Growth in the premium portfolio was accelerated through increased visibility, focus on target cohorts, and jointly curated campaigning, including collaborations on topical events across accounts. Digitally enabled sales have grown rapidly in recent years and, together with Modern Trade, now account for 31% of your Company’s FMCG portfolio (Vs. 17% in FY 2019-20). Your Company’s multi-channel distribution network facilitates the availability of its products in nearly seven million retail outlets, of which more than one-third are serviced directly. The network was further strengthened during the year with the addition of new markets and outlets to its direct servicing base. Market coverage was stepped up to approximately 2x of pre-pandemic levels. During the year, urban markets witnessed heightened competitive intensity from regional/local players and accelerated channel shift with the increasing salience of Modern Trade and e-Commerce. Automation, data-led insighting, and machine-learning enabled solutions continue to be increasingly leveraged to drive field-force productivity and performance across urban markets. Further, emerging technologies like Generative AI are being leveraged to automate operations and increase efficiency. Customised servicing based on outlet potential and retail engagement programmes have been deployed to stimulate demand for your Company’s products with enhanced focus on premium grocery outlets. Specific interventions were undertaken to drive premiumisation in General Trade outlets with store-level missions led by sharper data analytics. In rural markets, your Company continued to deploy market-specific interventions to enhance direct coverage based on socio-economic indicators and market potential. This has been supported through a hub and spoke distribution model with the continued expansion of the rural stockists network to 1.3x over the last two years. Leveraging the synergies arising from the deep rural connect of your Company’s Agri Business, extensive consumer activations continued to be undertaken in high potential rural areas during the year through concerted market development activities and further enhancements to the digital ecosystem for the stockist channel. These initiatives have substantially enhanced distribution reach of your Company’s range of products in rural markets, leading to sales growth significantly ahead of the industry. The Food Service and Institutional channels continued to witness robust growth during the year, leveraging existing partnerships and your Company’s wide product range. Strategic partnerships unlocked new routes-to-market, catering to specialised segments including ‘on-the-go’ consumption, direct marketing, and QSRs. |
Customised product portfolios were deployed for identified high potential segments of railways, airports, and airlines to strengthen presence in this channel. The Quick Commerce platform, offering ultrafast delivery, aligns seamlessly with the needs of convenience-seeking consumers and is rapidly gaining prominence within the overall e-Commerce channel. Your Company, leveraging its strategic partnerships, continues to scale up its presence in the rapidly growing emerging channels and has further expanded the availability of its products with existing and new trade partners on Quick Commerce and Social Commerce platforms. TM&D continues to remain at the forefront of leveraging cutting-edge digital technologies and building a digital ecosystem to drive productivity, improve market servicing, draw actionable insights for sharp-focused interventions, augment sales force capability, and deepen connect with retailers. Technology enablement in the form of customised mobility and routing solutions, machine learning algorithms, data science models, data analytics comprising insightful visualisation tools, and predictive analysis are being increasingly leveraged to enable speedy and accurate data capture, enable real-time informed decisions, and aid in optimisation of trade & marketing inputs to enhance sales. During the year, the machine learning models were augmented with several inputs including demographics, socio-economic indicators, etc., to sharpen outlet level SKU recommendations. Use cases for self-service analytics tools have increased to analyse data and present insights which are digitally integrated into business decisions, resulting in intelligent digitalisation of business processes. The digitally powered eB2B platform of your Company, UNNATI, has been rapidly scaled up during the year, covering nearly seven lakh outlets with a large number of retailers placing orders directly on the platform. UNNATI facilitates sharp and direct engagement with retailers, superior analytics, personalised recommendations of hyperlocal baskets based on consumer purchase insights, and deeper brand engagement. Your Company’s strategic collaboration with banks and Fintech partners caters to the digital payments and financing needs of customers and retailers. These solutions have been seamlessly integrated with the UNNATI platform to digitally empower and unlock business growth for your Company’s trade partners. In line with your Company’s credo of ‘Nation First: Sab Saath Badhein’, TM&D has partnered with Open Network for Digital Commerce (ONDC) to facilitate the digital transformation of small retailers. As a part of this industry-first initiative, your Company continues to assist traditional retailers to on-board the ONDC network, enabling them to have an omni-channel presence. This intervention is expected to enhance ecosystem competitiveness in the growing digital marketplace and enable such retailers to effectively cater to evolving consumer buying behaviour. Your Company’s Trade Marketing & Distribution highway has transformed into a smart omni-channel network. ‘ITC e-Store’, your Company’s exclusive D2C platform, continues to receive excellent consumer response. Powered by state-of-the-art digital technology and robust fulfilment infrastructure, the platform offers consumers on-demand access to a wide range of your Company’s FMCG products across 45+ categories and over 800 products. Category-specific D2C platforms such as Classmateshop.com, Dermafique.com, Aashirvaadchakki.com, Fiama.in, etc., enable obtaining valuable consumer insights and augmenting franchise for your Company’s products. The scale and diversity of your Company’s distribution network remain pivotal in enhancing market presence, gaining valuable insights into consumer & trade behaviour, and facilitating the execution of product launches across geographies. In order to effectively leverage new routes-to-markets and meet the assortment needs of emerging channels, your Company executed over 100 new product launches across target markets, besides extending distribution reach of several existing products in the portfolio. Several interventions were undertaken by TM&D during the year to further improve operational effectiveness and productivity to strengthen competitive advantage in a structural manner. These include supply chain & network optimisation, smart buying including efficient freight procurement, and delayering of operations through direct shipments to customers. During the year, your Company continued to leverage the integrated planning and supply chain tool, powered by best-in-class algorithms for inventory optimisation and productivity enhancement to significantly improve supply chain agility and market servicing through enhanced forecast accuracy. The supply chain network was redesigned to enhance the premium portfolio availability both in existing and target markets across urban and rural landscapes. An IoT-based solution, which monitors stock movements on a real-time basis, was leveraged to further improve vehicle turnaround time and enhance customer service through data analytics. In line with your Company’s commitment to the ‘Triple Bottom Line’, TM&D continued to focus its efforts for the adoption of renewable sources in its operations. As part of your Company’s Sustainability 2.0 agenda, TM&D is rapidly expanding its Green Logistics efforts for mid-mile and last-mile deliveries in key cities across the country. |
Collaborations with multiple Original Equipment Manufacturers (OEMs) and fleet aggregators facilitated the adoption of Electrical Vehicles (EV) in TM&D operations. The number of EV trips increased by 2.7x over the previous year. TM&D’s distribution highway is a source of sustainable competitive advantage for your Company’s FMCG Businesses and is well-positioned to support the rapid scale-up of operations in the ensuing years, leveraging its best-in-class systems and processes, an agile and responsive supply chain, and a synergistic relationship with its channel partners. **SECTION: Hotels** The global Travel & Tourism industry, which had been severely impacted during the pandemic, has witnessed a strong rebound in the last two years. According to estimates of the World Travel and Tourism Council (WTTC), the Travel & Tourism sector is expected to contribute US$ 9.9 trillion to the global economy in 2023 (about 96% of pre-pandemic levels). The Indian Travel & Tourism sector also witnessed robust growth during the year, with domestic air travel exceeding 2019 (pre-pandemic) levels by 5%. The year also witnessed renewed focus on promoting in-bound travel with the Ministry of Tourism declaring 2023 as ‘Visit India Year’, hosting the G20 Presidency, and celebrations of ‘India@75 Azadi ka Amrit Mahotsav’. Foreign tourist arrivals improved over the previous year, while remaining below pre-pandemic levels (about 85% of 2019 levels), indicating significant headroom for growth. The Travel & Tourism sector plays a vital role in the Indian economy and holds immense potential for growth. The extensive tourism value chain spanning hotels, travel agents, airlines, tour operators, restaurants, tourist transporters, and guides results in a huge economic multiplier impact, ranking it amongst the highest across industries on this count. With growing per capita income, rapid urbanisation, increasing societal aspirations, and low room supply penetration levels, the sector is poised to witness a long runway of growth. The Government’s thrust on infrastructure and tourism, including the development of airports, upgradation of urban infrastructure, promotion of integrated tourist destinations, and world-class convention facilities, is also providing support to the sector’s accelerated growth trajectory. The Hotels Business delivered stellar performance driven by strong growth in RevPAR across customer segments (Retail, Contracted, MICE, etc.) as well as leveraging marquee events hosted in the country. The Business continued to focus on its strategy of offering a host of curated propositions across accommodation, dining, and banqueting services to augment revenues across properties. This included the introduction of special packages offering distinct value propositions and flexibility, targeting short getaways/staycations, revamped packages for the MICE & wedding segments, and extension of exclusive privileges to members of the Club ITC Loyalty programme. Timely renovations and refurbishments aided in leveraging high season opportunities across multiple locations and properties. The financial performance of the Business touched record highs - Segment Revenue for the year stood at ₹ 2989.50 crores while Segment EBITDA at ₹ 1049.88 crores exceeded the ₹ 1000 crore mark for the first time. Segment PBIT for the year stood at ₹ 753.77 crores, witnessing growth of approximately 39% over the previous year. Your Company’s Hotels Business continues to leverage its ‘asset-right’ strategy to be amongst the fastest growing hospitality chains in the country with over 130 properties and 12,000 rooms under distinctive brands – ‘ITC Hotels’ in the Luxury segment, ‘Mementos’ in the Luxury Lifestyle segment, ‘Welcomhotel’ in the Upscale segment, ‘Storii’ in the Boutique Premium segment, ‘Fortune’ in the Mid-market to Upscale segment, and ‘WelcomHeritage’ in the Leisure & Heritage segment. Over the years, your Company has expanded its footprint in the Luxury, Upper Upscale, and Mid-market to Upscale segments of the Indian hospitality industry. Your Company’s ‘asset-right’ strategy envisages a substantial part of incremental room additions, going forward, to accrue through management contracts. In the last 24 months, 25 hotels have been opened under the brand portfolio, out of which 24 are managed properties. All of these hotels have received excellent responses from guests within a short span of time. Continuing with the pursuit of its ‘asset-right’ strategy, the Business had recently launched two new brands - ‘Mementos’ in the Luxury Lifestyle segment and ‘Storii’ in the Boutique Premium segment. ‘Storii by ITC Hotels’ is positioned as a collection of handpicked properties offering unique bespoke experience-led stays and co-exists in harmony with the environment and the local community. ‘Mementos by ITC Hotels’ brings together a collection of unique hotels across varied destinations ranging from modern marvels, hidden retreats to historic treasures, leaving guests with experiences & memories which become prized mementos long after their visit. |
Currently, the Business manages seven hotels under these brands. The Welcomhotel brand now consists of 25 hotels and over 2,700 keys and is well positioned to scale up rapidly on the back of a strong pipeline of management contracts. The ‘Fortune’ brand continues to maintain its pre-eminent position in the Mid-market to Upscale segment, with a positioning of ‘First-class, full-service hotels – an affordable alternative’, comprising 51 operating properties and over 3,800 rooms. The ‘WelcomHeritage’ brand continues to create best-in-class authentic experiences with an operational inventory of 38 hotels comprising over 1,000 rooms. The Business is witnessing growing interest amongst property owners to partner with its iconic brands, resulting in healthy generation of leads and pipeline of management contracts. The Business is confident of rapidly scaling up revenues through this route going forward. Your Company’s first international property, ITC Ratnadipa, opened in April 2024 in Colombo, Sri Lanka. A jewel in the Colombo skyline that promises to enrich the tourism and hospitality landscape of Sri Lanka, the luxury hotel is poised to create the ultimate luxury hospitality experience for discerning business and leisure travellers. The hotel is meticulously designed to showcase the beauty and rich culture of Sri Lanka, seamlessly blending contemporary elegance with timeless charm. With 352 luxurious guest rooms, suites, and service apartments, each adorned with private balconies offering breathtaking ocean views, this landmark property has already become an iconic feature of the Colombo skyline. Complementing its exquisite accommodations, the hotel also offers nine signature dining destinations that offer a repertoire of local, national, and global cuisine, including marquee offerings from your Company’s award-winning culinary brands. Further, your Company’s first hotel, Welcomhotel Chennai, was re-opened during the year after an extensive renovation in a whole new avatar. The iconic legacy hotel, with 90 well-appointed rooms, grander banquets, and signature dining experiences, is an embodiment of contemporary design and smart facilities. The property is certified as a LEED Platinum® and LEED® Zero Carbon hotel. ``` ``` **SECTION: Business Overview** The Business has the highest number of hotels in the world to have been awarded the LEED Platinum® Certification by USGBC, with 23 of its hotels achieving this feat. Furthering your Company’s Responsible Luxury ethos, 12 of its iconic hotels have received LEED® Zero Carbon Certification, the first in the world to achieve this feat. The first 4 Hotels in the World to be LEED® Zero Water Certified are from your Company. **SECTION: Report of the Board of Directors** The Business continues to evaluate avenues to further enhance the share of renewable energy in its portfolio, increase the number of LEED® Zero Carbon Certifications, and reduce carbon emission levels. ITC Hotels was recognised as the best Luxury Hotel Chain for the 5th consecutive year at ‘Travel + Leisure India’s Best Awards 2023’. Leveraging its expertise and experience in the domain of sleep, the Business launched its signature ‘Sleeep’ Boutiques across the country, offering a wide range of premium home bedding products with both online and offline retail options. These boutiques, present across seven ITC Hotels, have received encouraging responses, and plans are on the anvil to scale up operations going forward. The world-class ambience of your Company’s luxury hotels continues to be leveraged for gourmet luxury chocolates under the ‘Fabelle’ brand with exclusive boutiques across nine ITC Hotels and kiosks at four Welcomhotels. Digital investments continue to enhance guest experience, facilitate guest acquisition, augment revenue generation, and drive operational efficiency. During the year, the Business promoted its full stack ITC Hotels App for Food Delivery, Room & Table Reservations, Room automation and entertainment control module, Loyalty Benefits, and exclusive offers, achieving a milestone of 5 lakh downloads. Bookings on the brand website, itchotels.com, witnessed significant traction during the year. The Business has fully digitised its loyalty programmes, ‘Club ITC’ and ‘Club ITC Culinaire’, across enrolment, redemption, and other key program essentials to ensure a seamless guest experience. ITC Hotels is recognised for its award-winning culinary excellence, with illustrious brands, dishes, and concepts revolving around indigenous ingredients and signature dining experiences. From bringing alive local flavours, cultures, and age-old traditions to gourmet contemporary cuisine, the Business has been at the forefront of presenting gastronomical delights to food connoisseurs for decades. ITC Hotels was honoured to have exclusively curated and served from the best of India’s culinary heritage at the prestigious G20 summit held in New Delhi. ITC Maurya also had the honour of hosting the President of the United States of America and the entire US delegation to the Summit. |
The Business continues to enhance its award-winning repertoire of culinary brands. In alignment with the Government’s initiative of promoting millets and in keeping with its ethos of producing sustainable cuisine, the Business has created a range of millet-based gourmet cuisine across its signature restaurants. Further, it is also promoting easy-to-try recipes with millets depicted through short videos to encourage individuals to experiment with the taste and texture of millets. **SECTION: Paperboards, Paper and Packaging** After achieving record highs in the previous year, global pulp prices witnessed a steep decline in the first half of the year due to subdued Chinese demand, recessionary conditions in Europe, and progressive normalisation in global supply chain operations. Domestic demand for paperboard, largely derived from end-user demand for consumer goods, pharma, and Quick Service Restaurants, remained subdued during the year, leading to lower customer offtakes. The domestic market also witnessed excess supply due to higher net imports, including from China, leading to subdued realisations. The year also witnessed an unprecedented surge in domestic wood costs due to increased demand from competing wood-based industries. The cumulative impact of subdued realisations, excess supply in domestic markets, and sharp surge in wood costs exerted pressure on margins during the year, which was partially mitigated by leveraging structural advantages of the integrated business model, strong end-user engagements, and digital interventions. Despite the headwinds, the Business further strengthened its leadership position in the Value-Added Paperboard (VAP) segment through focused innovations, development of customised solutions for end-use industries, and superior end-user engagements. The Business also consolidated its leadership position in eco-labelled products and premium recycled paperboards segments. During the year, the Business delivered robust performance in the Specialty Papers segment. The Business successfully completed its capacity augmentation project, increasing Décor paper production capacity by 20,000 tonnes per annum. The domestic industry remained under pressure due to cheap supplies from China. The recent introduction of Anti-dumping duty on Décor paper has partially provided a level playing field for the domestic industry, which is critical towards fostering domestic value chains and enabling import substitution. The paperboards and packaging industry is poised for transformative change in the medium term. Customers are increasingly seeking solutions that are biodegradable and substitute single-use plastic. The Paperboards & Specialty Papers Business further strengthened its leadership position in the Value-Added Paperboard (VAP) segment through focused innovations, development of customised solutions for end-use industries, and superior end-user engagements. The Business has adopted a multi-tiered strategy to build solutions that will replace single-use plastics and meet emergent consumer needs. Within the sustainable products portfolio, Platform 1 comprises a range of recyclable, compostable, and barrier-coated boards. This range includes the ‘Filo’ series - ‘FiloBev’ (for cups), ‘FiloServe’ (for QSR, bakeries, food retail), and ‘FiloPack’ (packaging for sweets and deep freeze applications) and is witnessing strong growth momentum in both domestic and international markets. The Filo series has been certified compostable by the Central Institute of Petrochemicals Engineering & Technology (CIPET), and the manufacturing unit at Bollaram has been registered with the Central Pollution Control Board (CPCB). During the year, Flustix (Less Plastic) certification was also received for FiloPack. The Business is stepping up investments, including setting up a state-of-the-art coater, in this fast-evolving space which holds immense growth potential, supported by the R&D capabilities of your Company’s Life Sciences & Technology Centre, and through external collaborations with global specialists. Platform 2 comprises a range of first-to-market Fusion boards that are fully recyclable and replace plastic ‘foam’ board. End-use applications include indoor display solutions involving replacement of plastic signboards and shelves. Platform 3 offers futuristic packaging solutions comprising premium Moulded Fibre Products (MFP) made from renewable natural fibres such as wood, bamboo, bagasse, waste paper, etc. In order to cater to this rapidly growing segment, your Company’s wholly-owned subsidiary, ITC Fibre Innovations Limited (IFIL), forayed into the fast-growing MFP space with the commissioning of a state-of-the-art MFP manufacturing facility in Badiyakhedi, Madhya Pradesh in March 2024. IFIL will leverage the expertise of the Business in the fibre value chain, manufacturing excellence, and strong sustainability credentials to rapidly scale up business going forward. Over the years, the Business has continued to lay thrust on structural interventions to provide sustainable competitive advantage across the value chain and to enhance the margin profile of its portfolio. Such interventions include developing high-yielding and disease-resistant clonal saplings, augmenting value-added paperboard and in-house chemical & mechanical pulp manufacturing capacities, enhancing energy efficiency, continuous improvement through product & process innovation, and digital interventions including Industry 4.0. |
These interventions have led to significant structural cost savings and enhanced productivity across all key operating nodes of the Business. During the year, production of Bleached Chemical Thermo Mechanical Pulp (BCTMP) was ramped up subsequent to the recently concluded pulp capacity augmentation project. Further, record high production of in-house chemical pulp was achieved leveraging recent capacity expansion and Industry 4.0 initiatives. The Business continues to procure wood, a key raw material, from sustainable sources. Research on clonal development has resulted in the introduction of high-yielding and disease-resistant clones that are adaptable to a wide variety of agro-climatic conditions. This has not only aided in increasing farmer incomes but has also enabled greater consistency in farmer earnings. Your Company’s wholly-owned subsidiary, ITC Fibre Innovations Limited (IFIL), forayed into the fast-growing Moulded Fibre Products (MFP) space with the commissioning of a state-of-the-art MFP manufacturing facility in Badiyakhedi, Madhya Pradesh. Your Company has the distinction of being the first in India to have obtained the Forest Stewardship Council-Forest Management (FSC®-FM) certification, which confirms compliance with the highest international benchmarks of plantation management across the dimensions of environmental responsibility, social benefit, and economic viability. Till date, your Company has received FSC®-FM certification for over 1.49 lakh acres of plantations involving over 25,000 farmers. During the year, nearly 4.85 lakh tonnes of FSC®-certified wood was procured from these certified plantations. Your Company sustained its position as the leading supplier of FSC®-certified paper and paperboards in India. Your Company’s Paperboards & Specialty Papers Business is a pioneer in the adoption of Digital technologies. In recent years, the Business has embarked upon a comprehensive Digital Transformation Programme across the vectors of manufacturing, supply chain, and support services to achieve operational excellence, enable decarbonisation of operations, drive improvement in profitability, and improve safety across the value chain. The multi-dimensional digital interventions encompass Industrial IoT for Smart Operations, Integrated Data Platform, AI/ML algorithms for optimisation in the manufacturing process, AI/ML based image analytics, IoT based crop monitoring & advisory, and computer vision-based solutions to improve workforce safety. The Business continues to collaborate with partners from the start-up ecosystem, as well as established solution providers, in building scalable solutions that are custom-fit to business requirements. The Business has been practising the principles of Total Productive Maintenance (TPM), Lean, and Six Sigma for over a decade and continues to reap substantial benefits through its Business Excellence initiatives. All manufacturing units of the Business continue to recycle nearly 100% of the solid waste generated during operations by converting the same into lime, fly ash bricks, cement, grey boards, egg trays, etc. In addition, the Business recycled around 1.1 lakh tonnes of waste paper during the year, thereby sustaining a positive solid waste recycling footprint. In line with the objective of enhancing the share of renewable energy in its operations, the Business has implemented several initiatives including investments in a green boiler, high-efficiency circulating fluidised bed boiler, solar & wind energy, and increased usage of bio-fuel. The recently commissioned state-of-the-art and future-ready High Pressure Recovery Boiler at the Bhadrachalam mill is progressively enhancing energy efficiency and reducing the carbon footprint of the unit’s operations by significantly lowering coal consumption by approximately 25%. These investments are a testament to your Company’s commitment towards embedding sustainability in its operations and supporting the ‘Make in India’ initiative. With these initiatives, renewable sources presently account for more than 50% of total energy consumed at the four manufacturing units of the Business. The Business continues to strengthen its safety management processes, adopt globally recognised best practices, and ensure that facilities are designed, constructed, operated, and maintained in an inherently safe manner. The manufacturing facilities at Bhadrachalam, Kovai, Tribeni, and Bollaram continue to receive industry recognition for their green credentials and safety standards in line with the focus on sustainable business practices. The Bhadrachalam unit is the first pulp & paper plant and the second in the country overall to be rated ‘GreenCo Platinum+’ by CII, as part of the Green Company rating system. The Kovai unit has also been rated GreenCo Platinum+ by CII. The unit is the first site in India and the first paper mill in the world to achieve the highest platinum rating under the ‘Alliance for Water Stewardship Standards’. The Business was also recognised as the Asia-Pacific winner of the Special Award for Sustainability at the IDC Future Enterprise Awards 2023 for exemplary digital business models. |
With structural drivers of demand in the Indian economy remaining strong over the medium term, paperboards demand is expected to remain firm despite near-term industry headwinds. Going forward, end-user segments such as Pharmaceuticals, Apparels, QSR, FMCG, consumer durables, and e-Commerce are projected to register strong growth. Writing & Printing paper demand is also expected to remain firm on the back of demand from the publishing and notebooks industries driven by the Government’s thrust on primary and secondary education. While cheap imports from China and ASEAN countries remain a potential threat in the short run, the Business remains confident of leveraging its competitive strengths to mitigate the impact thereof. Representations continue to be made at appropriate forums for suitable measures to safeguard domestic industry. The integrated nature of your Company’s business model - comprising access to high-quality, cost-competitive, and renewable fibre supply chain, in-house pulp manufacturing capability, imported pulp substitution, world-class product quality, state-of-the-art manufacturing facilities, increasing usage of data analytics, and Industry 4.0 technologies along with robust forward linkages with the Education and Stationery Products Business and the Packaging and Printing Business - is a key source of competitive advantage for your Company’s Paperboards & Specialty Papers Business. Your Company is confident of further consolidating its leadership position in the Indian Paper and Paperboards industry leveraging recent investments in innovation platforms anchored on the development of sustainable products and cutting-edge digital technologies to set new benchmarks in customer satisfaction, operational excellence, and sustainability. **SECTION: Packaging and Printing** Your Company’s Packaging and Printing Business is a leading provider of superior, differentiated, and innovative packaging solutions catering to a variety of functional and aesthetic requirements. The Business derives competitive advantage by leveraging world-class manufacturing infrastructure, including in-house cylinder making and blown film manufacturing lines, and a comprehensive capability-set spanning multiple technology platforms for high-end applications both for cartons and flexible packaging. The recent capacity addition at Nadiad, Gujarat, with state-of-the-art equipment to cater to markets in the Western region, has further augmented the Business’ capabilities in Cartons packaging. Capacity utilisation at the facility was progressively ramped up during the year. The Business caters to the packaging requirements of leading players across several industry segments, including Food & Beverage, Personal Care, Home Care, Footwear, Consumer Electronics & Electricals, QSR, Pharma, Liquor, and Tobacco. The Business also provides strategic support to your Company’s FMCG Businesses and Cigarettes Business by facilitating faster turnaround for new launches, innovative packaging solutions, design changes, ensuring security of supplies, and delivering benchmarked international quality at competitive cost. During the year under review, the packaging and printing industry witnessed several headwinds. Subdued demand in certain key end-user industry segments, progressive de-cartonisation in the liquor industry, and volatility in input costs rendered the operating environment extremely challenging. The Business continued to aggressively pursue new business development opportunities across segments and acquired several key accounts during the year which have significant potential to scale up going forward. ``` ``` **SECTION: Sustainable Packaging** Recognising the growing need for sustainable packaging, the Business continued to craft innovative packaging solutions leveraging its deep understanding of end-user needs and the capabilities of your Company’s Life Sciences and Technology Centre. During the year, the flagship ‘InnovPack’ campaign was further scaled up. Collaborations with several end-use customers aided accelerated adoption of sustainable packaging and plastic substitution solutions. A pipeline of products developed through proprietary solutions such as ‘Bioseal’ (compostable coating to replace plastics), ‘Oxyblock’ (recyclable coating solution to enhance barrier properties in packaging), and ‘Germ free coating’ (solution for microbial free packaging surface addressing consumer consciousness towards hygiene and safety) have been introduced, with increasing adoption levels across end-use segments. The Business continues to focus on developing/scaling up several innovative solutions towards ‘Reducing, Reusing and Recycling’ of plastics; these are under various stages of commercialisation. The recent capacity addition at Nadiad, Gujarat, with state-of-the-art equipment to cater to markets in the Western region, has further augmented the Business’ capabilities in Cartons packaging. Capacity utilisation at the facility was progressively ramped up during the year. **SECTION: Report of the Board of Directors** The Business continues to be acknowledged as a ‘first choice packaging partner’ by several reputed FMCG companies in the country for providing superior and cost-effective packaging solutions incorporating superior structural design, print embellishments, enhanced security features, and design-for-recyclability. The Business augmented cigarette packaging capacity by adding a gravure line in Nadiad. The Business has also invested in a custom-built line which will help expand offerings for sustainable packaging structures using barrier coatings. |
The Business continues to deploy several operational excellence tools along with focused interventions in the areas of efficiency improvement, waste reduction, quality improvement, and employee skill building. All four units of the Business are certified as per the Integrated Management System, consisting of ISO 9001:2015, ISO 14001:2015, and ISO 45001:2018. Cartons Packaging lines at Tiruvottiyur and Haridwar units received the ‘Grade A’ and the Nadiad unit received Grade AA - Brand Reputation Compliance Global Standards (BRCGS) certification, for achieving global standards in packaging materials - a key enabler for supplies to the packaged foods industry. During the year, the Business won the prestigious WorldStar awards in several categories of pack premiumisation, structural innovation & sustainability. The Business also won several national level awards such as the IFCA Star awards and SIES SOP Star Awards for excellence in Packaging. The Business was also awarded the Innovative Printer of the year 2023 & Packaging Convertor of the Year 2023 (Foods & Beverages) awards by PrintWeek. Notwithstanding the recent headwinds in the sector, the Indian packaging industry is poised for significant growth considering the low per capita packaging consumption of approximately 10 kgs per annum as against per capita consumption of 60 to 100 kgs per annum in Advanced Economies. Demand for consumer linked packaging in India is expected to be further benefited by rising affluence, favourable demographics, and growing share of Modern Trade and e-Commerce. Additionally, increasing consumer awareness coupled with higher regulatory focus on plastic packaging is set to catalyse growth in sustainable packaging encompassing recyclable and circular solutions. With world-class technology across a diverse range of platforms, leadership in sustainable packaging solutions, and best-in-class quality management systems, the Packaging and Printing Business has established itself as a one-stop packaging solutions provider to several industry segments viz. Food & Beverage, Personal Care, Home Care, QSR, Footwear, Consumer Electronics, Pharma, and Tobacco. With focused investments in skill development and a distributed manufacturing footprint, the Business is well positioned to grow its marquee customer base while continuing to service the requirements of your Company’s FMCG Businesses. **SECTION: AGRI BUSINESS** **SECTION: Leaf Tobacco** Global demand for leaf tobacco surpassed supply during the year, in view of international manufacturers rebuilding inventory levels which had reduced due to pandemic-led disruptions and adverse weather events. Despite growth in Indian Flue Cured Virginia (FCV) tobacco crop production during the year, the surge in global demand caused heightened competitive intensity amongst leaf exporters resulting in sharp rise in FCV procurement prices for the second consecutive year. The Business continued to leverage its crop development expertise, superior product quality, world-class processing facilities, and strong sustainability credentials to strengthen its position as a reliable supply chain partner for global customers. During the year, the Business also increased its share of business with international buyers of Indian Burley tobacco by growing the crop size through geographic expansion leveraging its sustainable tobacco programme. Deeper farmer & customer engagement, operational agility, and supply chain efficiency enabled the Business to deliver enhanced value to its customers and consolidate its pre-eminent position as the largest Indian exporter of unmanufactured tobacco. The Business continues to make focused investments across the tobacco value chain anchored on the key vectors of Quality, Consistency, Compliance, Climate risk mitigation, and Sustainability. Crop and region-specific agronomic practices continue to be deployed to cater to emerging customer requirements. The Business continues to set benchmarks in leaf threshing operations through focused initiatives and innovative technological & digital solutions. Investments continue to be made in your Company’s Green Leaf Threshing plants (GLT) at Anaparti, Chirala, and Mysuru towards delivering world-class quality and upgrading processing technology. Strategic cost management across the value chain continues to be a key focus area for the Business. Utilisation of the AI/ML powered real-time price discovery system continues to be scaled up facilitating efficient leaf tobacco buying across auction platforms. Several initiatives implemented across the value chain in recent years have led to improved operating efficiencies in areas of leaf procurement, capacity utilisation, and supply chain. Synergistic R&D initiatives with focus on varietal development, climate smart farming techniques, farm level digital interventions, and usage of water efficient technologies are being scaled up towards enhancing productivity & product quality, reducing cultivation costs, and strengthening resilience of the value chain in order to increase crop security and enhance farmer incomes. The Business enabled farmers to successfully implement integrated energy management initiatives spanning energy conservation, increasing alternative fuel usage, and energy plantations, towards achieving fuel self-sufficiency in the curing process of FCV tobacco. |
During the year, the Business also developed a comprehensive decarbonisation strategy covering Farms, GLTs & Supply Chain operations. The electrical energy needs of all three GLTs are substantially met from renewable sources in line with your Company’s philosophy of adopting a low-carbon growth path. In addition to these initiatives, your Company is taking up integrated watershed management programmes to ensure availability of water for irrigation during critical phases of the crop cycle. The Leaf Tobacco Business continued to leverage its crop development expertise, superior product quality, world-class processing facilities, and strong sustainability credentials to strengthen its position as a reliable supply chain partner for global customers. **SECTION: Other Agri Commodities** Geopolitical tensions and climate emergencies have led to significant concerns over food security and food inflation globally as well as in India. To ensure India remains food secure, the Government has had to impose trade restrictions on agri commodities; consequently limiting business opportunities for your Company’s Agri Business during the year. As reported in earlier years, the scope and scale of operations of your Company’s Agri Business have grown manifold over the years and currently encompasses nearly 3 million tonnes of annual volume throughput in 22 states and over 20 agri-value chains. The strategic focus of the Business in recent years has been to accelerate growth by rapidly developing and scaling up Value-Added Agri Products (VAAP), straddling multiple value chains comprising Spices, Coffee, Frozen Marine Products, and Processed Fruits amongst others. Amidst the extremely challenging operating environment as aforestated, your Company leveraged its strong farm linkages, extensive sourcing expertise enabling traceable, attribute-based, and identity-preserved sourcing of agri-commodities, multi-modal logistics capability, agile supply chain operations, deep customer relationships, and focus on scale-up of the VAAP portfolio to sustain business operations during the year. **SECTION: Spices** Your Company is a leading player in spices such as Chilli, Turmeric, Coriander, and Cumin. In line with its strategy of enhancing value addition and ‘producing the buy’, the Business has, in recent years, scaled up its presence in ‘food safe’ markets viz. USA, EU, and Japan, leveraging its key strengths such as identity-preserved sourcing expertise, strong backward integration, custody of supply chain, and customer-focused strategies. During the year, the Business consolidated its position as a preferred supplier in ‘food safe’ markets (private labels, steam sterilised, organic products etc.) leveraging deep customer relationships, portfolio augmentation, and agile execution. The Business scaled up its Organic and Integrated Crop Management (ICM) programmes, thereby enhancing its ability to produce ‘food safe’ spices in a sustainable manner. The Business continues to partner with various State Governments for production of ‘food safe’ spices and has maintained an unblemished track record over the years in terms of compliance with stringent food safety parameters. The Business continues to pursue sustainable farm management practices anchored on Rainforest Alliance and Global GAP accreditation. Capacity utilisation of the state-of-the-art Spices processing facility in Andhra Pradesh has been ramped up to enable your Company to expand its customer base in food safe export markets, besides promoting inclusive spices value chains benefiting thousands of Indian farmers. **SECTION: Coffee** During the year, Coffee prices witnessed sharp increase in the international markets primarily due to lower crop output in Vietnam. The tightness in supply, in anticipation of further price increases, resulted in lower export volumes of Indian Coffee. Notwithstanding these challenges, the Business registered strong growth in exports leveraging its strategic presence in key coffee producing regions of India, deep understanding of estate and region-specific varieties, and focus on premium grades of Arabica, Certified Coffees, Specialty, and Monsooned Coffee. **SECTION: Frozen Marine Products** Your Company is one of the leading exporters of value-added frozen marine products from India with expertise in processing individually quick-frozen (IQF), raw, and cooked products, adhering to the highest standards of safety and hygiene prevalent in developed markets such as the US, EU, and Japan. During the year, your Company has emerged as one of the top 3 exporters of frozen shrimps from India to the EU market by expanding its footprint in sustainably sourced shrimps leveraging the Aquaculture Stewardship Council (ASC) programme. The Business also provides sourcing support to the ‘ITC Master Chef’ range of ‘Super Safe’ frozen prawns in the domestic market and supplies high-quality shrimps to your Company’s Hotels Business. In the Processed Fruits & Vegetables segment, the Business continues to expand its footprint in the fruit pulp and tomato paste categories through a robust network comprising a large number of small and marginal farmers in four states. |
The Business continues to focus on its strategy of moving up the value chain by scaling up its customised crop development and cultivation programme in Madhya Pradesh to further enhance its expertise in Medicinal and Aromatic Plant Extracts (MAPE). Collaborations with farmers are being strengthened with the Business providing necessary inputs, advisory, on-field support, and enabling farmers to ‘produce the buy’. The Business remains focused on expanding its scope of operations across identified agri-commodities, including both fresh and processed products. The Business is also scaling up end-to-end presence across the value chain, supported by the R&D capabilities of your Company’s Life Sciences and Technology Centre, ITCMAARS network, and external collaborations. Towards enhancing the competitiveness of domestic agri-value chains, strengthening market linkages, and building traceable & climate smart value chains, your Company has successfully scaled up ITCMAARS – a crop-agnostic full stack AgriTech digital platform, together with a physical ecosystem, across ten states. The ITCMAARS ‘Phygital’ platform now spans more than 1,650 Farmer Producer Organisations (FPOs) encompassing more than 1.5 million connected farmers and several industry partners including agri input manufacturers, banks, financial institutions, and agri-tech startups. By synergistically integrating NextGen agri technologies, ITCMAARS is developing a robust ecosystem to seamlessly deliver hyperlocal and personalised solutions to the Indian farming community leveraging world-class digital tools (including IoT) to develop new and scalable revenue streams, strengthen sourcing efficiencies, and power your Company’s world-class Indian brands. The ITCMAARS platform provides hyperlocal e-market services for agri inputs and farm outputs, enables access to credit, and provides a wide range of predictive and prescriptive advisory services covering weather forecasts, agronomy, best practices for improved productivity, quality assurance, etc. The integration of these packages of practices enables the agri ecosystem to make a transformational shift towards superior value creation for all stakeholders. The ecosystem also provides access to sustainable Agri-inputs such as biologicals and nano-nutrients to farmers. New age functionalities such as ‘KrishiMitra’ – the world’s first Gen AI based voice chatbot for farmers, enables innovative user-interface in vernacular languages deploying voice to text technology, thereby easing the adoption of digital technology by farming communities. Your Company leveraged its strong farm linkages, extensive sourcing expertise enabling traceable, attribute-based, and identity-preserved sourcing of agri commodities, multi-modal logistics capability, agile supply chain operations, deep customer relationships, and focus on scale-up of the Value-Added Agri Products (VAAP) portfolio to sustain business operations during the year. Over the years, your Company has invested significantly in building competitively superior agri-commodity sourcing expertise comprising multiple business models, wide geographical spread, and customised infrastructure. Your Company is rapidly building expertise in data-science led decision support systems to deepen its sourcing capability. These include development of AI/ML models that dynamically respond to evolving conditions across multiple sourcing dimensions and aid in optimal sourcing decisions. These capabilities and infrastructure have created structural advantages by facilitating competitive sourcing of agri commodities for your Company’s Branded Packaged Foods Businesses. The Business continues to leverage its strong farm linkages and wide sourcing network across geographies to secure supplies of critical grades of wheat of benchmark quality towards meeting the growing requirements of ‘Aashirvaad’ atta. During the year, the Business further scaled up its strategic sourcing and supply chain interventions. These include focused crop development towards securing the right varieties for ‘Aashirvaad’ atta to provide consumers best-in-class product quality and experience, use of multi-modal transportation, cost optimisation through geographical and varietal arbitrage as also enabling supply of attribute-based/identity preserved grades. Similarly, such capabilities are also being leveraged to source high-quality fruit pulp and frozen vegetables for your Company’s ‘B Natural’ and ‘Farmland’ brands. Milk procurement network in Bihar and West Bengal was strengthened towards meeting the growing requirements of your Company’s Fresh Dairy portfolio under the ‘Aashirvaad Svasti’ brand, and in Punjab for ‘Sunfeast’ Dairy Beverages. The network was expanded during the year to support the launch of the fresh dairy portfolio in Jharkhand. The Business continues to empower farmers by providing infrastructure such as automated milk collection units, milk chillers, and imparting best animal husbandry practices to improve operational efficiency, maintain high quality of milk, while ensuring traceability. ``` ``` **SECTION: Business Overview** The Business continues to scale up sourcing of spices to meet the growing requirements of Sunrise and Aashirvaad brands. In recognition of the various initiatives undertaken by the Business to enable an agile, resilient, and responsive sourcing and supply chain, your Company was recognised for its excellence under the Food, Perishables, Beverages & FMCG category at the CII SCALE Awards, 2023. |
Your Company also secured first position in FICCI Sustainable Agriculture Awards 2023 for its programmes in Natural Resource Management and Climate Resilient Agriculture. The Business continues to collaborate with reputed research organisations such as the Indian Agricultural Research Institute, Indian Institute of Wheat & Barley Research, Indian Institute of Rice Research, Indian Institute of Soybean Research, Indian Institute of Vegetable Research, Punjab Agricultural University, and Agharkar Research Institute towards building an efficient and cost-competitive agri-value chain. During the year, the Business further scaled up its crop development programmes and introduced location-specific, new and superior seed varieties along with appropriate packages of practices in Rajasthan, Uttar Pradesh, Bihar, West Bengal, Punjab, Madhya Pradesh, and Maharashtra. Sharp focus on deepening capabilities in proprietary crop intelligence, scaling up the sourcing & delivery network, and developing customised blends will support your Company’s Branded Packaged Foods Businesses in the years to come. Your Company remains committed to supporting the Government’s efforts to promote millets given their immense benefits in terms of nutritional properties and attributes as a planet-friendly and climate-resilient crop. Your Company has extended the ITCMAARS ecosystem to promote FPOs engaged in millets farming and has also partnered with the Indian Institute of Millets Research (IIMR), Hyderabad to promote high-yielding varieties and advanced packages of practices among millet farmers. Recognising that the agriculture sector faces colossal challenges of ensuring food security, addressing climate change, and enhancing productivity & farm incomes, your Company has pioneered several interventions to strengthen the competitiveness and build resilience of agri-value chains. A comprehensive Climate Smart Agriculture programme has been launched across 19 states to enable a transformation journey from Low Yield Low Resilient areas to High Yield and High Resilient villages through a package of agronomy practices, climate-resilient varieties, precision farming, water management, and appropriate mechanisation. Powering NextGen Agriculture, your Company has accelerated digital adoption in agriculture enabling farmers to benefit from its advanced solutions. Regenerative agri-practices, farm mechanisation, and adoption of climate-smart agriculture are bolstered by the efficient aggregation of farmers to future-ready FPOs. Your Company’s focus on exports has led to strategic investments in world-class facilities that help link farmers to global markets. The wide range of interventions of your Company in empowering farmers through climate-resilient agriculture, natural resource augmentation, development of competitive agri-value chains, focus on VAAP, leveraging advanced digital technology, and strong market linkages reflect your Company’s commitment to catalyse a transformational shift of the agri-ecosystem from the conventional production-centric to demand-responsive value chains, while also serving national priorities. **SECTION: Notes on Subsidiaries** The following may be read in conjunction with the Consolidated Financial Statements of your Company prepared in accordance with Indian Accounting Standard 110. Shareholders desirous of obtaining the Report and Accounts of your Company’s subsidiaries may obtain the same upon request. Further, the Report and Accounts of the subsidiary companies are also available under the ‘Investor Relations’ section of your Company’s website, www.itcportal.com, in a downloadable format. Your Company’s Policy for determination of a material subsidiary, as adopted by your Board, in conformity with Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, can be accessed on your Company’s corporate website at https://www.itcportal.com/material-subsidiary-policy. Presently, your Company does not have any material subsidiary. **SECTION: Surya Nepal Private Limited** The Nepalese economy witnessed a slowdown in GDP growth to 1.9% during the fiscal year ended July 2023 as against the 5.6% growth in the previous year. The operating environment remained challenging with high inflation, low credit growth, and high interest rates leading to subdued economic activity reflecting in muted performance across sectors. The Central Bank’s intervention through the new Monetary Policy, aimed at fostering economic growth, aided in progressive moderation of interest rates during the current fiscal year. Consumer price inflation eased to 4.8% in mid-March 2024 vs. 7.4% in mid-July 2023, largely on account of moderation in commodity prices. Remittance inflows continue to be robust, growing at 18.8% during the period from July 2023 to March 2024 over the previous year. The tourism sector also continues to strengthen with tourist arrivals recovering to pre-COVID levels. While the economy is on the path of gradual recovery from the macroeconomic stress witnessed since 2022, overall economic activity remains subdued and domestic demand, especially in the FMCG sector, remains weak. Private investment remained muted as evidenced by lower imports of capital and intermediate goods. Public consumption and investments also contracted, on the back of lower revenue collections. |
Measures towards encouraging domestic and foreign investments, incentivising the manufacturing sector to enable import substitution and job creation, supporting the hospitality sector with its large economic multiplier effect, on-ground implementation of reforms, and promulgation of industry-friendly policies remain the key imperatives for sustained revival of the economy. The legal cigarette industry provides livelihoods to over five lakh individuals involved in tobacco cultivation, manufacturing & trade and makes a significant contribution to the revenue collection of the Government of Nepal. Despite its far-reaching economic impact, the legal cigarette industry continues to face significant challenges from an increasingly punitive and discriminatory taxation and regulatory regime. The company continues to engage with policymakers for equitable, non-discriminatory, pragmatic, evidence-based regulations and taxation policies that balance the economic imperatives of the country and tobacco control objectives. Amidst a challenging economic environment as aforestated, the company reinforced its market standing in the Cigarettes business by leveraging its robust portfolio, superior product quality, and wide distribution network. Differentiated and innovative offerings under ‘Striker’ and ‘Surya’ brands were launched during the year, further fortifying the portfolio. The company’s manufacturing systems continue to set new benchmarks in responsiveness, quality, and productivity. Various initiatives such as installation of state-of-the-art technologies and process automation were implemented during the year, which further strengthened the manufacturing capability of the company. Relentless focus on developing world-class products anchored on innovation and benchmarked against international quality standards remains a key source of sustainable competitive advantage for the company. During the year, the company continued to strengthen its market standing in the Agarbatti business, leveraging its differentiated product portfolio, sharply focused marketing investments, and best-in-class product availability across target markets. New ‘Marigold’ offering introduced during the year strengthened its presence in the premium segment. During the year, the company forayed into the Biscuits category with the launch of premium biscuits under the trademark ‘Sunfeast Dark Fantasy Choco Fills’ licensed from your Company. A state-of-the-art biscuits manufacturing line has been commissioned at the company’s facility near Biratnagar in eastern Nepal with commercial production commencing in August 2023. The brand has received encouraging consumer response. In the Confectionery business, the company further augmented its portfolio through new launches such as ‘Toffichoo Eclairs’ and ‘Toffichoo Cola Fun’ and continues to make focused investments towards strengthening its market standing. During the year, Surya Nepal Ventures Private Limited, a wholly-owned subsidiary of the company, was incorporated to carry out manufacturing and distribution of FMCG products, commencing with Agarbattis. The company commenced operations in March 2024. The company continues to make multi-dimensional contributions towards building the societal and economic capital of Nepal. In line with the applicable regulations and CSR policy, the company carried out initiatives under four distinct CSR Platforms, namely, Surya Nepal Asha, Surya Nepal Prakriti, Surya Nepal Adharshila, and Surya Nepal Gatha during the year. Key interventions include: - Providing assistance to farmers in areas proximal to the company’s operations. - Creation of agri-infrastructure such as vermicompost pits, harvesting sheds, etc. - Providing training to improve productivity and enhance income generation for farmers through animal husbandry. - Improvement in the quality of education in public schools in the vicinity of the company’s operating locations. - Development of public infrastructure in the catchment areas of operating locations. - Assistance in various environment preservation measures like urban plantation and preservation of biodiversity. **SECTION: Report of the Board of Directors** - Support in organising the largest Nepali literature festival and assistance in promotion and revival of the local Nepali folk musical instrument – ‘Sarangi’ through various training programs and workshops. - Supported the Nepal Army in its ‘Safa Himal Abhiyan’ initiative aimed at minimising the impact of environmental pollution by collecting degradable and non-degradable wastes strewn in the Himalayas. During the year, the company recorded Revenue from Operations of NRs. 4979 crores (previous year NRs. 4953 crores) and Net Profit of NRs. 1118 crores (previous year NRs. 1088 crores). The company declared a dividend of NRs. 563 per equity share of NRs. 100 each for the year ended 16th July 2023 (31st Asadh, 2080), amounting to NRs. 1135 crores (previous year NRs. 516 per equity share amounting to NRs. 1040 crores). The company continues to be the largest contributor to the exchequer in Nepal and is well-positioned to consolidate its leadership position by leveraging its robust portfolio of products, deep & wide distribution network, best-in-class manufacturing facilities, and execution excellence. The company continues to explore opportunities to rapidly scale up the newer FMCG businesses and evaluate emerging opportunities in this space. |
**SECTION: ITC Infotech India Limited and its subsidiaries** The global technology industry witnessed a slowdown in growth in FY 2023-24 on the back of macro-economic and geo-political uncertainties. According to NASSCOM, the Indian IT Services Industry grew at only 2% in FY 2023-24, compared to 8.3% in the previous year. With companies rationalising their discretionary IT spend, cost-optimisation strategies continue to drive global technology spending. In the backdrop of muted growth in the IT Services Industry, the company recorded robust revenue growth during the year driven by an expanded global footprint and capability-led partnerships across key clients. The business strategy remains centred around sustaining the organisational growth momentum leveraging the core pillars of ‘Customer Centricity’, ‘Employee Centricity’, and ‘Operational Excellence’, augmented by inorganic growth levers aligning to strategic priorities of the Business. The company stayed relevant to the evolving business needs of its clients and co-invested in the growth and transformation agendas of key customers. With technology clients increasingly looking for strategic partners to streamline distributed portfolios of services and drive efficiencies, the company leveraged an integrated global service delivery structure and strengthened operational efficiencies through a structured delivery excellence framework. The company continued to invest in institutionalising best-in-class delivery excellence and building focused capabilities to drive client relevance, scale, and differentiation. The company’s portfolio of client and industry-focused capabilities includes Data & Analytics, Direct to Consumer (D2C), Open Hospitality (Hotels-in-a-Box), PLM-led Digital Thread Solutions, Digital Manufacturing, SAP S/4 HANA, and Cloud amongst others. The company’s focus on large deals enabled it to strengthen its portfolio of capabilities, bolster its mid-term revenue growth prospects, and expand globally. The company started a new Service Line – ‘DxP Services’ – pursuant to the Strategic Partner Agreement with PTC Inc. in FY 2022-23. The company has also won two multi-year, large strategic deals in FY 2023-24 from existing marquee clients. Attracting, training, and retaining high-quality talent, particularly in niche and future-focused technologies remains a top priority to succeed in the global technology landscape and support Business’ growth imperative. The company continues to foster an employee-centric, high-performance work culture, driving holistic well-being and growth as part of its comprehensive employee value proposition. The company continues to strengthen leadership through curated leadership development programs and employee competencies through domain & technology-led training and career development programs. During the year, the company’s consolidated Total Income stood at ₹ 3784.17 crores (previous year ₹ 3363.06 crores), clocking a resilient growth of 12.5% driven by its expanded global presence and the increasing traction in the company’s strategic accounts. Profit Before Tax stood at ₹ 628.61 crores (previous year ₹ 529.66 crores) and Net Profit stood at ₹ 463.13 crores (previous year ₹ 405.25 crores). The aforestated financial metrics are after considering certain costs associated with the Strategic Partner Agreement with PTC Inc., resource augmentation, and accelerated investments in capability building in strategic focus areas and infrastructure. **SECTION: For the year under review:** 1. ITC Infotech India Limited recorded Revenue from Operations of ₹ 2869.29 crores (previous year ₹ 2632.30 crores) and Net Profit of ₹ 382.21 crores (previous year ₹ 353.38 crores). The company paid a total dividend of ₹ 55.50 per Equity Share of ₹ 10/- each aggregating ₹ 488.40 crores (previous year ₹ 17.00 per Equity Share of ₹ 10/- each aggregating ₹ 149.60 crores). 2. ITC Infotech Limited, UK, a wholly-owned subsidiary of the company, recorded Revenue of GBP 34.11 million (previous year GBP 30.30 million) and Net Profit of GBP 1.49 million (previous year GBP 1.45 million). 3. ITC Infotech (USA), Inc., a wholly-owned subsidiary of the company, together with its wholly-owned subsidiary Indivate Inc., recorded Revenue of US$ 158.58 million (previous year US$ 149.28 million) and Net Profit of US$ 6.69 million (previous year US$ 4.68 million). 4. ITC Infotech Do Brasil LTDA., a wholly-owned subsidiary of the company incorporated in October 2022, recorded Revenue of BRL 7.59 million (previous year BRL 1.37 million) and Net Profit of BRL 0.60 million (previous year BRL 0.12 million). 5. ITC Infotech de México, S.A. de C.V., a wholly-owned subsidiary of the company incorporated in April 2023, recorded Revenue of MXN 5.90 million and Net Profit of MXN 0.75 million. 6. ITC Infotech France SAS, a wholly-owned subsidiary of the company incorporated in February 2023, recorded Revenue of EUR 6.05 million and Net Profit of EUR 0.43 million. 7. ITC Infotech GmbH, a wholly-owned subsidiary of the company incorporated in March 2023, recorded Revenue of EUR 14.25 million and Net Profit of EUR 2.80 million. 8. |
ITC Infotech Malaysia SDN. BHD., a wholly-owned subsidiary of the company incorporated in February 2023, recorded Revenue of MYR 7.95 million and Net Profit of MYR 0.37 million. 9. ITC Infotech Arabia Limited, a wholly-owned subsidiary of the company incorporated in December 2023 is expected to be fully operational in FY 2024-25. The company’s investments in building technology-led solutions and offerings in future-focused capabilities were acknowledged in global benchmarking reports across analyst firms. In FY 2023-24, the company was recognised as ‘Disruptor’ across several Avasant RadarViewTM service provider benchmarking reports, including ‘Digital CX Services’, ‘Data Management and Advanced Analytics’, ‘Manufacturing Smart Industry’, ‘Internet of Things’, ‘End-user Computing’, ‘Digital Workplace’, and ‘Intelligent Automation’. The company was recognised as ‘Disruptor’ by HFS in ‘Horizons: Retail and CPG Service Providers, 2023’. The company received two ISG ‘Star of ExcellenceTM’ Awards in the categories of ‘Universal ISV/Cloud Vendor Ecosystem’ and ‘Industry Award for CPG + Retail’. In April 2024, the company signed a definitive agreement to acquire 100% shareholding of Blazeclan Technologies Private Limited – a born-in-the-cloud consulting company providing Cloud services on AWS, Azure, and GCP. The acquisition reiterates the company’s commitment to help clients steer their digital transformation journey and deliver business outcomes built on the foundation of strong Cloud capabilities. Going forward, the company will continue to invest in strengthening key client relationships to accelerate. **SECTION: Technico Agri Sciences Limited** During the year under review, potato production in India stood at 60.1 million MT, which was higher by 7% compared to the previous year. Availability of seed potatoes with farmers was also higher due to favourable weather conditions during the crop year 2022-23, leading to surplus stocks in cold stores and lower potato prices. Leveraging its institutional strengths, the company continued to take proactive measures to consolidate its relationship with farmers, enter new potato growing markets, and expand distribution in existing markets to achieve record high levels of seed sales during the year. The company’s leadership in production of early generation seed potatoes and strength in agronomy continue to support the ‘Bingo!’ range of potato chips of your Company and in servicing the seed potato requirements of the farmer base of your Company’s Agri Business. The company’s Revenue from Operations stood at ₹ 323.95 crores (previous year ₹ 257.77 crores) with Net Profit of ₹ 37.81 crores (previous year ₹ 41.38 crores). Total Comprehensive Income for the year stood at ₹ 37.82 crores (previous year ₹ 41.42 crores). The company continues to build on a strong foundation for the future and remains confident of effectively leveraging its deep domain expertise to fortify its market standing in the seed potato industry. **SECTION: Technico Pty Limited and its subsidiaries** ``` ``` **SECTION: Company Overview** The company continues to focus on the upgradation and commercialization of its TECHNITUBER® Seed Technology and customizing agronomy practices for deployment across various geographies. The company is also engaged in the marketing of TECHNITUBER® seed produced at the facilities of its subsidiary in China and Technico Agri Sciences Limited, India, to global customers. **SECTION: Financial Performance for the Year Under Review** - Technico Pty Limited, Australia registered a turnover of Australian Dollars (A$) 1.69 million (previous year A$ 1.83 million) and a Net Profit of A$ 0.81 million (previous year A$ 1.04 million). - Technico Technologies Inc., Canada has wound down its Seed Potato business operations and sold the assets related to the business during the year. - Technico Asia Holdings Pty Limited, Australia, and Technico Horticultural (Kunming) Co. Limited, China – there were no significant events to report with respect to the above companies. **SECTION: WelcomHotels Lanka (Private) Limited** WelcomHotels Lanka (Private) Limited (WLPL), a wholly-owned subsidiary of your Company, was incorporated in Sri Lanka in April 2012 with the objective of developing and operating a mixed-use development project comprising a luxury hotel and a super-premium residential apartment complex situated on 5.86 acres of prime sea-facing land in Colombo. The Project has been accorded the status of a ‘Strategic Development Project’ entitling the company to various fiscal benefits in Sri Lanka and is exempt from Sri Lankan foreign exchange regulations. **SECTION: Economic Context** Consequent to the IMF bailout programme and various measures undertaken by the Government of Sri Lanka, the Sri Lankan economy continues to be on the recovery path with tourist arrivals, worker remittances, and forex reserves showing healthy growth. Discussions on restructuring foreign debt are currently underway. |
**SECTION: ITC Ratnadipa Hotel** The company’s hotel at Colombo, ‘ITC Ratnadipa’, was inaugurated on 25th April, 2024, by the President of Sri Lanka. The hotel offers breathtaking views of the Indian Ocean and elegantly portrays Sri Lankan architecture. It will present nine signature dining destinations offering local, national, and global cuisine. The hotel is being operationalized in a phased manner, with the residential apartment complex expected to be completed in the first half of FY 2024-25. **SECTION: Landbase India Limited** The company owns and operates the Classic Golf & Country Club, a 27-hole Jack Nicklaus Signature Golf Course, which continues to enjoy strong brand equity. The Club hosted various prestigious tournaments and events, reaffirming its position as one of the leading golf courses in Asia. The company also owns ‘ITC Grand Bharat’, a luxury retreat at Gurugram, which has strengthened its position as a leading luxury wedding destination. **SECTION: Financial Performance of Landbase India Limited** During the year ended 31st March, 2024, the company recorded Total Income of ` 44.01 crores (previous year ` 37.21 crores) and Net Profit of ` 10.00 crores (previous year ` 9.68 crores). **SECTION: Srinivasa Resorts Limited** The company owns ‘ITC Kakatiya’, a luxury hotel located in Hyderabad, which is operated and marketed by your Company. ITC Kakatiya is a USGBC LEED Platinum® Certified Hotel. The hotel ‘Dakshin’ was adjudged the ‘Best South Indian Premium Dining Restaurant’ at the Times Food Guide Nightlife Awards 2024. **SECTION: Financial Performance of Srinivasa Resorts Limited** During the year ended 31st March, 2024, the company recorded Total Income of ` 74.72 crores (previous year ` 72.46 crores) with Net Profit of ` 8.10 crores (previous year ` 7.55 crores). **SECTION: Fortune Park Hotels Limited** The company caters to the ‘Mid-market to Upscale’ segment through a chain of hotels under the brand ‘Fortune’. During the year, eight new hotels commenced operations, expanding the total property count to 66 hotels across 55 cities in India. **SECTION: Financial Performance of Fortune Park Hotels Limited** During the year ended 31st March, 2024, the company recorded Total Income of ` 54.92 crores (previous year ` 44.35 crores) and Net Profit of ` 11.22 crores (previous year ` 5.34 crores). **SECTION: Bay Islands Hotels Limited** The company’s hotel in Port Blair continues to offer a unique gateway to the Andamans. The increase in tourist footfalls has led to improved occupancy and average room rates. **SECTION: Financial Performance of Bay Islands Hotels Limited** During the year ended 31st March, 2024, the company recorded Total Income of ` 3.79 crores (previous year ` 2.75 crores) and Net Profit of ` 2.70 crores (previous year ` 1.92 crores). **SECTION: ITC Hotels Limited** ITC Hotels Limited was incorporated as a wholly-owned subsidiary of your Company in July 2023, focusing on the hotels and hospitality business. **SECTION: Wimco Limited** The company’s business activities comprise fabrication and assembly of machinery for the FMCG and Pharmaceutical industries. The company’s Revenue from Operations for the year stood at ₹ 3.47 crores (previous year ₹ 11.46 crores) with a Net Loss of ₹ 1.88 crores. **SECTION: North East Nutrients Private Limited** Your Company holds a 76% equity stake in North East Nutrients Private Limited, which has set up a food processing facility in Assam. The company received three Gold Awards at the ‘Convention on Quality Concepts’, 2023. **SECTION: Financial Performance of North East Nutrients Private Limited** The company’s Revenue from Operations for the year stood at ₹ 154.07 crores (previous year ₹ 160.69 crores), while Net Profit for the year was ₹ 14.90 crores (previous year ₹ 15.98 crores). **SECTION: ITC IndiVision Limited** ITC IndiVision Limited (IIVL) was incorporated as a wholly-owned subsidiary of your Company on 9th July, 2020. The facility for manufacturing nicotine products was commissioned in March 2024. **SECTION: Financial Performance of ITC IndiVision Limited** During the year, the company recorded Total Income of ₹ 1.19 crores (previous year ₹ 0.01 crore) and Net Loss of ₹ 31.12 crores (previous year ₹ 1.68 crores). **SECTION: ITC Fibre Innovations Limited** The company was incorporated as a wholly-owned subsidiary of your Company in March 2023, focusing on Moulded Fibre Products. The facility commenced commercial production in March 2024. **SECTION: Financial Performance of ITC Fibre Innovations Limited** For the period ended 31st March 2024, the company recorded Total Income of ₹ 1.26 crores with Net Loss of ₹ 3.56 crores. |
**SECTION: Russell Credit Limited** The company recorded Total Income of ` 60.91 crores (previous year ` 48.61 crores) and Net Profit of ` 39.39 crores (previous year ` 38.30 crores). **SECTION: Gold Flake Corporation Limited** The company holds a 50% equity stake in ITC Filtrona Limited. During the year, the company recorded Total Income of ` 24.82 crores (previous year ` 19.97 crores) and Net Profit of ` 23.12 crores (previous year ` 18.42 crores). **SECTION: Greenacre Holdings Limited** The company provides maintenance services for commercial office buildings. During the year, the company recorded Total Income of ` 11.61 crores (previous year ` 8.30 crores) and Net Profit of ` 2.82 crores (previous year ` 1.99 crores). **SECTION: ITC Integrated Business Services Limited** The company is in the business of providing support to the Business Shared Services operations of your Company. During the year, the company recorded Total Income of ` 12.78 crores (previous year ` 0.65 crore) and Net Profit of ` 0.60 crore (previous year ` 0.04 crore). **SECTION: MRR Trading & Investment Company Limited** The company holds tenancy rights in a commercial building located in Mumbai. During the year, the company recorded Total Income of ` 7.38 lakh (previous year ` 7.25 lakh) and Net Profit of ` 0.66 lakh (previous year ` 0.28 lakh). **SECTION: Pavan Poplar Limited** The operations of the company continue to be adversely impacted due to a court order regarding the possession of land. During the year, the company recorded Total Income of ` 0.14 crore (previous year ` 0.12 crore) and Net loss of ` 0.03 crore (previous year loss of ` 0.03 crore). **SECTION: Prag Agro Farm Limited** The operations of the company continue to be adversely impacted due to a court order regarding the possession of land. During the year, the company recorded Total Income of ` 0.10 crore (previous year ` 0.11 crore) and Net loss of ` 0.02 crore (previous year net loss of ` 0.05 crore). **SECTION: NOTES ON JOINT VENTURES** **SECTION: ITC Filtrona Limited** The company registered strong growth during the year aided by agility in execution and effective customer service, despite significant volatility in the supply chain for certain input materials. ``` ``` **SECTION: Company Overview** The company retained its leadership position in the industry and remains the preferred supply chain partner for several well-known national brands. It continues to leverage its core strengths of focused innovation, best-in-class quality, consistent delivery, and strong customer relationships. The company is investing in technology upgradation and capability building to sustain its position as the ‘innovation and quality benchmark’ in the Indian cigarette filter industry. During the year ended 31st March, 2024, the company’s Revenue from Operations stood at ₹743.45 crores (previous year ₹545.66 crores). Net Profit during the year stood at ₹80.80 crores (previous year ₹64.77 crores). The Board of Directors has recommended a dividend of ₹100 per equity share of ₹10 each for the year ended 31st March, 2024 (previous year ₹100 per equity share). **SECTION: Maharaja Heritage Resorts Limited** Maharaja Heritage Resorts Limited (MHRL), a joint venture with Jodhana Heritage Resorts Private Limited, operates 38 properties across 14 States/Union Territories in India under the ‘WelcomHeritage’ brand. The company added three new hotels during the year. The portfolio consists of palaces, forts, and resorts in popular historical, nature, and wildlife destinations, providing guests with distinct experiences. During the year ended 31st March, 2024, MHRL recorded Total Income of ₹8.12 crores (previous year ₹7.20 crores) and Net Profit of ₹0.93 crores (previous year ₹0.51 crores). Total Comprehensive Income for the year stood at ₹0.90 crores (previous year ₹0.49 crores). **SECTION: Espirit Hotels Private Limited** Espirit Hotels Private Limited (EHPL) was set up as a joint venture for developing a luxury hotel complex at Begumpet, Hyderabad. Your Company held a 26% equity stake in EHPL with a total investment of ₹46.51 crores as of 31st March, 2023. On 7th April, 2023, your Company divested its entire shareholding in EHPL, resulting in EHPL ceasing to be a joint venture. **SECTION: Logix Developers Private Limited** Logix Developers Private Limited (LDPL) is a joint venture for developing a luxury hotel-cum-service apartment complex at NOIDA. Your Company holds a 27.9% equity stake in LDPL. The JV partner expressed intent to exit, leading to a petition filed before the National Company Law Tribunal (NCLT). In July 2022, LDPL received a communication from NOIDA authorities regarding the cancellation of the sub-lease for the land due to non-payment of lease instalments. |
The company is evaluating options to pursue its rights. During the year ended 31st March, 2024, LDPL recorded a Net Profit of ₹0.21 crore (previous year ₹0.16 crore). **SECTION: NOTES ON ASSOCIATES** **SECTION: ATC Limited (an associate of Gold Flake Corporation Limited)** The company is a contract manufacturer of cigarettes, maintaining high operational efficiency and quality. It received the ‘FICCI Gold Award for Excellence in Safety Systems’ and the ‘Star Award of Occupational Health, Safety and Environment Excellence’ from the National Safety Council, Tamil Nadu. **SECTION: International Travel House Limited (ITHL)** ITHL provides complete business travel management solutions. The sector witnessed robust growth, with revenue surpassing pre-COVID levels. Your Company purchased the entire investment in ITHL held by Russell Credit Limited, resulting in a shareholding of 48.96%. The Board has recommended a dividend of ₹5.00 per Equity Share of ₹10 each for the year ended 31st March, 2024 (previous year ₹3.50). **SECTION: Gujarat Hotels Limited** The company’s hotel, ‘Welcomhotel Vadodara’, is operated under an Operating License Agreement. The Board has recommended a dividend of ₹2.50 per Equity Share of ₹10 each for the year ended 31st March, 2024 (previous year ₹2.00). **SECTION: Delectable Technologies Private Limited** Delectable is engaged in the sale of FMCG products through app-based technology and vending machines. Your Company invested ₹3.50 crores in Delectable, increasing its shareholding to 39.32% (previous year 33.42%). **SECTION: Sproutlife Foods Private Limited** Your Company invested in Sproutlife Foods, which owns the ‘Yogabar’ brand, increasing its stake to 44.74%. The brand continues to grow its core categories and expand its healthy snacking portfolio. **SECTION: Mother Sparsh Baby Care Private Limited** Mother Sparsh is a premium ayurvedic and natural personal care brand. Your Company invested ₹11.54 crores, increasing its stake to 26.5% (previous year 22%). Cumulative investment stood at ₹45 crores as of 31st March, 2024. **SECTION: Associates of Russell Credit Limited** Russell Investments Limited, Divya Management Limited, and Antrang Finance Limited are associates of Russell Credit Limited, exploring opportunities for strategic investments. **SECTION: INTERNAL FINANCIAL CONTROLS** The Corporate Governance Policy guides the conduct of affairs and delineates roles and responsibilities. The ITC Code of Conduct commits management to financial and accounting policies. Internal Financial Controls are designed to provide reasonable assurance regarding reliable financial information and compliance with applicable statutes. **SECTION: RISK MANAGEMENT** Your Company focuses on a system-based approach to business risk management. The Risk Management Framework includes a Corporate Governance Policy, a Risk Management Committee, and a Corporate Risk Management Cell. The company has adopted the ISO 31000 Risk Management Standard, and a Cyber Security Committee is in place to address cyber security risks. A multi-tier cyber defense architecture is established to protect against cyber incidents. Your Company continues to enhance its Risk Management systems in line with a rapidly changing business environment, focusing on digital transformation and addressing emerging risks. ``` ``` **SECTION: Cyber Security and Digital Transformation** In the previous year, a maturity assessment of your Company’s cyber security architecture was undertaken by a global network and security solutions provider. The study found that your Company’s cyber security systems and processes are on par with global leaders and outperformed local peers. Further interventions are underway to enhance surveillance and response capabilities with augmentation of cutting-edge technologies and skills of a NextGen Cyber Security Operations Centre (SOC). With progressive transitioning of mission-critical data and transaction processing workloads to the Cloud, the network infrastructure of the organisation is also being transformed using contemporary network and security technologies into a Digital-Ready, Cloud-Secure wide area network, to provide all authorised users fast, reliable and safe connections from anywhere through any device and at any time. Information Technology-Operational Technology (IT-OT) integration for Industrial Control Systems has been identified as a focus area as the convergence and integration between IT and OT is increasing exponentially. Related guidelines have been formulated towards ensuring that your Company’s systems & processes remain contemporary and have best-in-class capabilities. In this regard, a Continuous Threat Detection and Response (CTDR) platform is in the process of being progressively rolled out across your Company. **SECTION: Report of the Board of Directors** Your Company will provide real-time monitoring and analysis of network traffic, system logs and other data sources to detect and respond to cyber threats. The use of Artificial Intelligence (AI) is becoming increasingly prevalent in various business domains. |
As the technology and its applications continue to evolve, guidelines for AI security governance are being implemented to ensure that its usage is secure and adheres to emerging safety, privacy and regulatory standards. **SECTION: Climate Change Strategy** India ranks amongst the most vulnerable countries in the world in terms of climate change impact. Accordingly, to mitigate the impact of climate change on the operations of your Company, as part of its Sustainability 2.0 vision, your Company is pursuing a multi-pronged climate strategy that entails extensive decarbonisation and building resilience against climate risk across the value chain. Your Company’s low carbon growth approach focuses on increasing the share of renewable energy, improving energy productivity, construction of green buildings, greening logistics, optimising ‘distance-to-market’ and promoting regenerative agriculture practices in agri-value chains, thus enabling transition to a net zero economy. At the same time, your Company is actively working towards climate proofing its operations and agri-value chains by using latest climate risk modelling techniques, and developing site-specific adaptation strategies. Water stress – a critical fallout of climate change – is being systematically managed by your Company’s integrated water stewardship approach. This approach addresses water risk at the catchment level by focusing on demand side management (i.e. improving water use efficiency in operations and promoting water-efficient agronomical practices) as well as supply side measures (including managed aquifer recharge and soil & moisture conservation measures). Interventions in this regard have been implemented across your Company’s Units in water stressed areas and key agri catchments. **SECTION: Agri-Commodity Sourcing and Trading** Your Company sources several commodities for use as inputs in its Businesses and engages in agri-commodity trading as part of its Agri Business. In respect of commodities sourced for use as inputs in its Businesses, your Company has well laid out policies to manage risks arising out of the inherent price volatility associated with such commodities. This includes robust mechanisms for monitoring market dynamics towards making informed sourcing decisions, well defined inventory holding norms based on considerations such as seasonality and the strategic nature of the commodity concerned, long-term contracts with suppliers and continuous diversification of the supplier base to secure supply of critical items at competitive costs. Multiple sourcing models, wide geographical spread, extensive sourcing and supply chain network and associated infrastructure in key growing areas coupled with deep-rooted farmer linkages and use of digital technologies ensure sourcing of high quality agri-commodities at competitive costs. In respect of Agri-commodity trading, your Company has a well defined policy to manage risks associated with sourcing of such commodities. This includes: - Segregation of duties and robust internal controls through a system of checks and balances embedded in the organisation and governance structure. - Clearly defined limits for trading positions (long and short) and net cash loss for specific commodities/commodity groups. - Mitigation of price, liquidity and counter party risks through hedging on commodity exchanges (mainly NCDEX) for certain commodities, as applicable. Correlation between prices prevailing in the physical market and those on the commodity exchange is analysed regularly to ensure effectiveness of hedging. - Robust monitoring and review mechanisms of net open positions and ‘value at risk’. - ECGC cover for exports (covering commercial & political risks) and credit insurance for large domestic customers. The combination of policies and processes as outlined above adequately addresses the various risks associated with sourcing of commodities for your Company’s Businesses. **SECTION: Backward Integration Strategy** Your Company’s strategy of backward integration in sourcing of agri-commodities such as wheat, potato, fruit pulp, spices, milk and leaf tobacco; in-house manufacturing of paperboards, paper and packaging (including pulp production and print cylinder making facilities); wood procurement from the economic vicinity of the Bhadrachalam unit, facilitates access to critical inputs at benchmark quality and competitive cost besides ensuring security of supplies. Further, each of your Company’s Businesses continuously focuses on product mix enrichment and yield improvement towards protecting margins and insulating operations from spikes in input prices. **SECTION: Risk Management** The Risk Management Committee met thrice during the year and was updated on the status and effectiveness of the risk management plans. The Audit Committee was also updated on the effectiveness of your Company’s Risk Management systems and policies. The risk management practices of your Company, as reviewed through the Risk Management Cell and Internal Audit processes, have been found to be relevant and commensurate with the size and complexity of its operations. |
**SECTION: Audit and Internal Controls** Your Company believes that strong internal control systems that are commensurate with the scale, scope and complexity of its operations are concomitant to the principle of governance that freedom of management should be exercised within a framework of appropriate checks and balances. Your Company remains committed to ensuring a mature and effective internal control environment that, inter alia, provides assurance on orderly and efficient conduct of operations, security of assets, prevention and detection of frauds/errors, accuracy and completeness of accounting records and Management Information Systems, timely preparation of reliable financial information, adherence with relevant statutes and compliance with related party transactions. Your Company’s internal control systems include documented policies and procedures, segregation of duties and careful selection and development of employees. Your Company’s independent and robust Internal Audit processes, both at the Business and Corporate level, provide assurance on the adequacy and effectiveness of internal controls, compliance with operating systems, internal policies and regulatory requirements. The role of Internal Audit is to enhance and protect organisational value by providing risk-based assurance, advice and insight while enabling continuous improvement of your Company’s control systems. The Internal Audit function, consisting of professionally qualified accountants, engineers and Information Technology (IT) specialists, is adequately skilled and resourced to deliver audit assurances at highest levels. Targeted Learning and Development programmes on contemporary topics are periodically organised to enhance knowledge and skill sets. In the context of your Company’s IT environment, systems and policies relating to Information Management are periodically reviewed and benchmarked for contemporariness. Compliance with the Information Management policies receives focused attention of the Internal Audit function. With the increased importance of information security, cyber security and adoption of emerging technologies, focused reviews are carried out for IT applications and processes across Businesses. These primarily focus on assessment of controls pertaining to confidentiality, integrity and availability of business information and systems covering General IT Controls and security of your Company’s IT Infrastructure. All critical Business-led Information Technology systems undergo pre-implementation audit before being deployed in the operating environment, thereby delivering assurance with respect to the rigour of implementation and operational readiness of the proposed systems. The scope and coverage of Internal Audit remains contemporary and cognises, inter alia, for the rapid digitalisation of your Company’s business operations. In recent years, Internal Audit has enhanced focus on systems and controls pertaining to your Company’s digital assets including brand websites, social media handles, mobile and cloud applications, IT-OT integration, and protection of sensitive personal data and information. Qualified engineers in the Internal Audit function review the quality of design, planning and execution of all ongoing projects involving significant expenditure to ensure that project management controls are adequate and yield ‘value for money’. Internal Audit continues to use state-of-the-art tools and technology for conducting project audits. In line with your Company’s ‘Digital First’ Strategy, the Internal Audit function has evolved into an agile, multi-skilled and technology enabled function to provide assurance at the highest levels along with valuable insights towards strengthening systems and controls. Processes in the Internal Audit function continue to be strengthened for enhanced effectiveness and productivity by leveraging best-in-class tools for audit analytics, intelligent automation and AI-enabled BOTs. A Digital Audit Management System was implemented during the year for end-to-end digitalisation of audit life cycle management, thereby enhancing the efficiency and productivity of the function. Your Company’s Internal Audit processes are certified as complying with ISO 9001:2015 Quality Standards. Further, systems and processes are in accordance with the Standards on Internal Audit (SIA) issued by The Institute of Chartered Accountants of India. The Audit Committee of your Board met eight times during the year. The Terms of Reference of the Audit Committee, inter alia, include reviewing the effectiveness of the internal control environment, evaluation of your Company’s internal financial controls and risk management systems, monitoring implementation of the action plans emerging out of review of significant Internal Audit findings including those relating to strengthening of your Company’s risk management systems and discharging of statutory mandates. Material observations (as defined in Terms of Reference) are reviewed at the highest level by the Audit Compliance and Review Committee (ACRC) and the Audit Committee. **SECTION: Human Resource Development** The talent management strategy of your Company is to attract, retain and develop human capital that enables your Company to sustain its position as one of India’s most valuable corporations, remaining customer-centric, nimble and performance driven whilst continuing with its mission of building a responsible ‘Future-Tech’ enterprise. |
Your Company’s thought, strategy and action are inspired by a larger purpose of being an exemplary Indian enterprise that not only delivers superior competitive performance, but also embeds sustainability and inclusiveness at the core of its Businesses. This approach enables your Company to delight consumers and customers with a vibrant portfolio of industry leading products and services while generating enduring value for the Indian economy and the larger community of stakeholders. Your Company’s employees relentlessly strive to deliver world-class performance, collaborating with each other and discharging their role as ‘trustees’ of all stakeholders. Your Company is committed to perpetuating this vitality – its growth as a value generating engine and also as an exemplary institution – so that it continues to succeed in its relentless pursuit of creating enduring value. Your Company’s Human Resources development approach spans four key organisational dimensions of Agility, Alignment, Ability and Architecture which are supported through strategies crafted in areas of impact such as talent acquisition, engagement, diversity & inclusion, capability building, employee relations, performance & rewards and employee well-being. The initiatives and processes of your Company strive to deliver the unique talent promise of ‘Building Winning Businesses, Building Business Leaders and Creating Value for India’. The talent development practices help create, foster and strengthen the capability of human capital to deliver critical outcomes on the vectors of strategic impact, operational efficiency and capital productivity while reimagining consumer experience, driving business model transformation and enhancing employee experience. Your Company’s ‘Strategy of Organisation’ is designed to promote agility through a culture and practice of distributed leadership enabled by a three-tier governance structure. This is manifested in market and consumer facing Businesses, which are driven by empowered, cluster-based teams and supported by shared assets and capabilities, enabling strategic relevance, speed, responsiveness, and operational excellence. This approach allows Businesses, through their Management Committees, to focus, develop and execute Business Plans relevant to their product-market spaces while leveraging the institutional strengths of your Company and harvesting internal synergies. The year under review witnessed a significant shift towards a more agile, tech-savvy and people-centric approach to talent management. Key talent trends include a continued focus on hybrid work arrangements, an increased emphasis on Diversity, Equity & Inclusion initiatives, the adoption and integration of digitisation and automation tools to enhance productivity and application of AI tools across workstreams including talent acquisition, employee sentiment analysis and employee query resolution. Companies are also prioritising employee well-being & mental health support, and designing an inclusive & flexible work environment to attract and retain top talent. Industry attrition levels decreased during the year and are expected to continue to be low in most sectors. Your Company’s unique employer equity as an exemplary Indian enterprise creating world-class brands, building business leaders and generating economic, social and environmental capital for the Indian economy, continues to play a pivotal role in the attraction and retention of high-quality talent. The management trainee programme, augmented with recruitment of experienced talent from the market, is an integral part of building a deep pipeline. Your Company continues to draw the finest management, technical and commercial talent from premier institutions in the country and is ranked amongst the leading companies in these institutions. Intensive engagement with the country’s premier academic institutions over the years to communicate your Company’s talent proposition through case-study competitions, knowledge-sharing programmes by senior managers, on-ground exposure and factory visits for students and the annual internship programmes have all contributed to creating a compelling proposition for the best candidates to aspire for a career with your Company. Your Company continues to enthuse talent with high-impact roles, competitive and performance driven remuneration with an emphasis on long-term incentives, a wealth of learning opportunities, a commitment to enhancing diversity, equity & inclusion, an employee-centric climate, well-being focused infrastructure and support that promotes fellowship and commitment amongst employees. Your Company’s talent development approach is founded on the belief that learning initiatives must remain synergistic and aligned to business outcomes. Towards this end, your Company has built a culture of application-focused continuous learning, innovation and collaboration. Your Company provides managers with contemporary and relevant learning and development support through a combination of self-paced e-learning modules, classroom programmes and application projects with emphasis on experiential learning, on-the-job assignments and exposure to nationally and globally renowned faculty. Deep functional expertise is fostered early in one’s career through immersion in complex problem-solving assignments requiring the application of domain expertise. |
Managers are assessed on your Company’s behavioural competency framework and provided with learning and development support to address areas identified for improvement. Key talent is provided critical experiences in high-impact roles and mentored by senior managers, promoting the development of a steady pool of high-quality talent. Your Company has identified three capability vectors for making Businesses future-ready – Business Critical Functional Competencies, Leadership Development and Organisation Identity & Pride. Globally benchmarked curriculum is made available in domains of digitalisation, data science and analytics, contemporary and best-in-class marketing practices, manufacturing strategy with a focus on the emerging digital landscape, business strategy and commercial acumen. All of these interventions are delivered through subject matter experts, domestic and international, and supplemented with business-critical application projects. As a part of leadership development initiatives, the Reflections 360 programme provides leaders with feedback from team members, peers and managers, enabling self-driven personal development. This is supplemented by immersive workshops and personalised one-on-one coaching being made available for senior managers. This approach ensures relevance and impact, thereby enhancing the capability index of your Company’s human capital. Periodic induction programmes, anchored by senior leaders, enable new entrants to appreciate your Company’s Vision, Mission, Culture, Values and Strategies while fostering pride in affiliation with your Company. Your Company continues to strengthen its performance management system and its culture of accountability through the widespread adoption of the system of Management-by-Objectives. Performance planning through clearly defined goals, outcome-based assessment, and alignment of rewards for achievement of results have all contributed to a robust culture of ownership and accountability. ‘Career Conversations’ and succession planning processes have contributed to helping employees realise their potential, craft their careers while recognising their strengths and areas of development and ensuring a sound workforce planning system. In the spirit of continuous improvement, your Company maintains a practice of periodically assessing employee engagement through a Company-wide survey. The recent survey in 2024 affirms high levels of employee engagement and reflects significant consolidation of gains achieved over recent years. The employee engagement, managerial effectiveness and performance enablement indices have all improved, ranging from 10 to 16 percentage points since the survey’s inception in 2016. Employees have expressed overwhelming appreciation on several dimensions with over 96% of employees reporting a deep sense of pride and association with your Company, 94% of employees reporting a belief in your Company’s overarching goals & leadership and 94% of employees reporting optimism for the future. These sentiments are reflected in your Company’s superior standing in terms of voluntary attrition across Businesses. During the year, a range of engagement programmes were undertaken including initiatives such as leadership outreach through extensive communication, recognition programmes acknowledging exceptional contributions of employees and teams, career conversations and development planning for robust positioning and progression decisions and investments in employee wellbeing. The year witnessed the Cigarettes Business winning the Economic Times - Human Capital Award (Gold) for ‘Excellence in Communication Strategy’ and the Hotels Business winning the ‘Skill India Industry Partner Award – 2024’ and ‘Golden Peacock National Training Award – 2024’. Your Company’s efforts to enhance Diversity, Equity and Inclusion are founded on the conviction that a diverse workforce contributes to rich discourse, promotes holistic perspectives, fosters creative solutions and is integral to serving customers better while creating value for all stakeholders. Your Company’s policy on Diversity, Equity and Inclusion articulates and institutionalises this conviction. Your Company is committed to enhancing gender diversity and participation of the differently abled in the workforce. Such concerted actions span three vectors, i.e. Representation, Inclusion & Enablement and Commitment & Assurance. Measures to enhance diversity include ensuring sufficient representation of women in selection pools and deployment of the differently abled across suitable opportunities in the value chain. Through progressive policies offering flexible work arrangements, extended child-care leave, travel support for infants and care-givers, secure transport, paternity leave, same gender partner medical benefits, infrastructure support coupled with various sensitisation programmes, Employee Resource Groups, development interventions tailored for women talent, and the commitment and sponsorship of leaders; your Company provides an enabling environment to further its Diversity, Equity and Inclusion goals. To ensure a safe and progressive work environment, Internal Committees have been institutionalised as per provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The focused efforts across these dimensions have resulted in a 25% increase of women managers in your Company since FY 2021-22. ``` ``` **SECTION: Company Overview** Your Company continued its practice of active leadership outreach to employees. |
Periodic communication with the ITC community through ‘StudioOne Townhalls’ led by the Chairman provided employees avenues to hear from and engage with leaders about your Company’s vision, strategy, and milestones. This was supplemented by a more personalized engagement through the ‘StudioOne Xchange’ initiative. The Chairman and other members of the Corporate Management Committee interacted with managers across Businesses in small groups, sharing your Company’s vision and strategies while also inviting suggestions and feedback. Your Company believes that alignment of all employees to a shared vision and purpose is vital for winning in the marketplace. It also recognizes the mutuality of interests with key stakeholders and is committed to continue building harmonious employee relations. Your Company remains dedicated to an Employee Relations climate of partnership and mutuality while ensuring operations are competitive, flexible, and responsive. **SECTION: Employee Relations Philosophy** The Employee Relations philosophy of your Company, anchored in the tenets of Scientific Management, Industrial Democracy, Human Relations, and Employee well-being, has contributed towards building a robust platform which has aided the conclusion of collective bargaining agreements at several of its manufacturing units and hotel properties, ensuring smooth commencement of operations at greenfield locations and the execution of productivity improvement practices. In its relentless pursuit of excellence and value creation, your Company offers an abundance of opportunities for employees to grow and thrive in an environment of trust, empowerment, and continuous learning. The access to best-in-class resources, technology, and infrastructure, the prospect of building businesses rooted in value chains in India, and the deployment of deep consumer insights to create and shape Indian brands are the defining hallmarks of ‘The ITC Way’. This unique blend of a high-performance culture coupled with care and respect for people remains vital to realizing your Company’s vision of sustaining its position as one of India’s most valuable and admired corporations. **SECTION: Whistleblower Policy** Your Company’s Whistleblower Policy encourages Directors and employees to bring to your Company’s attention instances of illegal or unethical conduct, actual or suspected incidents of fraud, actions that affect the financial integrity of your Company, or actual or suspected instances of leak of unpublished price-sensitive information that could adversely impact your Company’s operations, business performance, and/or reputation. The Policy requires your Company to investigate such incidents, when reported, in an impartial manner and take appropriate action to ensure that the requisite standards of professional and ethical conduct are always upheld. Anonymous complaints are also entertained if the same is backed by specific allegations & verifiable facts and is accompanied with supporting evidence. It is your Company’s Policy to ensure that no complainant is victimized or harassed for bringing such incidents to the attention of your Company, and to keep the information disclosed during the course of the investigation as confidential. The practice of the Whistleblower Policy is overseen by the Audit Committee, and no employee was denied access to the Committee during the year. The Whistleblower Policy is available on your Company’s corporate website at https://www.itcportal.com/whistleblower-policy. During the year, your Company received five complaints in terms of the Whistleblower Policy, out of which four complaints were investigated and appropriate action(s) were taken. Investigation is underway for the remaining complaint. **SECTION: Sustainability 2.0** Your Company believes that when enterprises make societal value creation an integral part of their corporate strategy, powerful drivers of innovation emerge that make growth more enduring for all stakeholders. This paradigm is called ‘Responsible Competitiveness’ - an abiding strategy that focuses on extreme competitiveness but in a manner that replenishes the environment and supports sustainable livelihoods. Your Company’s innovative business models synergize the building of economic, environmental, and social capital, thus embedding sustainability at the core of its corporate strategy. Today, this strategy has not only contributed to building strong businesses of the future as well as a portfolio of winning world-class brands, but also in making your Company a global exemplar in ‘Triple Bottom Line’ performance. Your Company is the only enterprise in the world of comparable dimensions to have achieved and sustained the three key global indices of environmental sustainability of being ‘water positive’ (for 22 years), ‘carbon positive’ (for 19 years), and ‘solid waste recycling positive’ (for 17 years). This approach has enabled your Company and its businesses to support sustainable livelihoods for more than six million people. Your Company is actively working towards Sustainability 2.0, an agenda which reimagines sustainability under the pressing challenges of climate change and social inequity. |
Sustainability 2.0 calls for inclusive strategies that can support sustainable livelihoods, pursue newer ways to fight climate change, enable the transition to a net-zero economy, work towards ensuring water security for all, and create an effective circular economy for post-consumer packaging waste. It also entails protecting and restoring biodiversity and ecosystem services through the adoption of nature-based solutions. Your Company believes that agility in thought and action, meaningful public-private-people partnerships, and Responsible Competitiveness will act as core enablers of this new agenda. Your Company has the potential to make a large-scale impact not only from an economic standpoint but also from the perspective of supporting livelihoods and social enablement because of its presence across several critical sectors of the economy. With its bold Sustainability 2.0 agenda, your Company is setting the bar higher and remains committed to making meaningful contributions to the Nation’s future while retaining its status as a sustainability exemplar. **SECTION: Sustainability 2.0 Ambitions** **SECTION: Climate Change** - Enhancing the share of renewable energy usage to 50% of total energy consumption by 2030. - Meeting 100% of purchased grid electricity requirements from renewable sources by 2030. - Reducing specific energy consumption by 30% and specific Greenhouse Gases (GHG) emissions by 50% by 2030 as compared to the FY 2018-19 baseline. - Sustain and enhance carbon sequestration by expanding forestry projects through your Company’s Social and Farm Forestry programme and other such initiatives covering over 1.5 million acres by 2030. **SECTION: Water Stewardship** - Achieving 40% reduction in specific water consumption by 2030 as compared to the FY 2018-19 baseline. - Creation of rainwater harvesting potential equivalent to over five times the net water consumption by 2030. - Certification of all sites in high water-stressed areas as per the international water stewardship standard by Alliance for Water Stewardship (AWS) by 2035. - Improve crop water-use efficiency in agri-value chains through demand-side management interventions and enable savings of 2,000 million kl of water by 2030. **SECTION: Plastic Waste and Circular Economy** - 100% of your Company’s Packaging to be Reusable, Recyclable, or Compostable/Biodegradable by 2028. - Sustain plastic neutrality (attained in FY 2021-22) by enabling sustainable management of waste in excess of the amount of packaging utilized. **SECTION: Sustainable Agriculture** - Promote climate-smart village approach in core Agri Business catchments covering over 3 million acres by 2030 to build climate resilience across agri value chains. **SECTION: Biodiversity Conservation** - Revive & sustain ecosystem services and products provided by nature, through the adoption of nature-based solutions and biodiversity conservation covering over one million acres by 2030. **SECTION: Sustainable Livelihoods** - Supporting sustainable livelihoods for 10 million people by 2030. Your Company’s Businesses are actively working towards achieving your Company’s Sustainability 2.0 vision. During the year, over 50% of your Company’s total energy requirements were met from renewable sources. With this, your Company has already met its 2030 commitment of achieving 50% renewable energy share in FY 2023-24 itself, i.e., seven years in advance. Commendable progress has been made in line with 2030 targets relating to specific energy, specific GHG emissions, and specific water consumption across Businesses as well. In line with its commitment, your Company continued to remain plastic neutral during FY 2023-24 by sustainably managing more plastic packaging waste than the amount of plastic packaging utilized. During the year, your Company’s large-scale programmes on Sustainable Agriculture were augmented to cover 2.7 million acres. A detailed performance dashboard against 2030 commitments is available in your Company’s Sustainability Report, 2024. To achieve its Sustainability 2.0 vision, your Company continues to strengthen its management approach which is guided by a comprehensive set of sustainability policies and is being implemented across the organization. Your Company has put in place robust mechanisms for engaging with key stakeholders, identification of material sustainability issues, and progressively monitoring and mitigating the impacts along the value chain of each Business. Your Company will continue to update these systems and processes in line with evolving disclosure standards and Environmental, Social, and Governance (ESG) requirements. Your Company’s 20th Sustainability Report published during the year detailed the progress made across all dimensions of the ‘Triple Bottom Line’ for FY 2022-23. This report was prepared in conformance with ‘In Accordance – Comprehensive’ criteria of the Global Reporting Initiative (GRI) standards and is third-party assured to ‘Reasonable Level’ as per International Standard on Assurance Engagements (ISAE) 3000. The report continues to be aligned to the requirements of the Integrated Reporting Framework as well. |
Your Company’s Sustainability Report for FY 2023-24 is being prepared and will be made available on your Company’s corporate website in due course. In addition, the Business Responsibility & Sustainability Report (BRSR), as mandated by the Securities and Exchange Board of India (SEBI) for the year under review, is annexed to the Report and Accounts. The BRSR maps the sustainability performance of your Company against the nine principles forming part of the National Guidelines on Responsible Business Conduct (NGRBC) issued by the Ministry of Corporate Affairs, Government of India. During the year, your Company sustained its ‘AA’ rating by MSCI-ESG for the sixth consecutive year, the highest rating among global tobacco majors, and has also been included in the Dow Jones Sustainability Emerging Markets Index for the fourth year in a row. Additionally, your Company entered the prestigious ‘A List’ for CDP Water by achieving the highest ‘A’ rating (Leadership Level), which is higher than the Asia and Global average of ‘C’. For CDP Climate, your Company retained its ‘A -’ (Leadership Level) rating, which is higher than the Asia and Global average of ‘C’. **SECTION: Contribution to the United Nations Sustainable Development Goals (UN SDGs)** Your Company’s Sustainability strategies and Social Investment Programmes & interventions, in addition to their alignment with national priorities, are also well positioned to contribute to the achievement of India’s commitment under the UN SDGs. Your Company’s multi-dimensional environmental and social interventions which have been scaled up over the years contribute favorably to all 17 UN SDGs. For instance, your Company’s programme on Climate Smart Agriculture is aligned to the Government’s National Mission for Sustainable Agriculture and also contributes to the achievement of multiple SDGs, including SDG 13 (Climate Action), SDG 15 (Life on Land), SDG 1 (No Poverty), SDG 2 (Zero Hunger), and SDG 12 (Responsible Consumption and Production). A comprehensive statement linking your Company’s interventions to the SDGs including corresponding targets will be available in your Company’s Sustainability Report for FY 2023-24. **SECTION: Building Climate Resilience** Your Company recognizes the urgent need to combat climate change for building a more secure future and the role it can play in enabling a net-zero economy. To address the risks of climate change, your Company’s climate strategy places equal emphasis on transitioning to a low carbon economy and adapting to the worst impacts of climate change. Your Company is pursuing a low carbon growth strategy through extensive decarbonization programmes across its value chain. These include increasing the share of renewable energy, continuous reduction of specific energy, construction of green buildings, greening logistics & optimizing distance-to-market, and promoting regenerative agriculture practices in agri-value chains. Your Company is also conducting life-cycle analysis (LCA) studies for developing a portfolio of innovative and sustainable products in line with growing consumer preference for climate-friendly products. Additionally, in order to address short-medium term as well as long-term physical risks of climate change, your Company is working with climate experts to conduct comprehensive climate risk and vulnerability assessments using climate models across its key agri value chains and operating locations (factories, hotels, and warehouses). These assessments utilize the latest AI-enabled climate modeling tools for projecting the extent of risk from climate hazards related to changes in temperature, precipitation, sea level rise, flooding, and other extreme weather events over decadal time frames covering the period till 2100 under various Shared Socioeconomic Pathways (SSPs) scenarios (SSP1-2.6, SSP2-4.5, and SSP5-8.5). Detailed farm-level studies have been conducted to understand the potential adverse impacts of climate change on your Company’s key agri-value chains. These risk assessments help further calibrate the climate resilience measures that are being implemented across your Company’s value chains. For major crops like wheat, pulpwood, and leaf tobacco among others, there is significant and sustained work being done by your Company on the development of climate-tolerant varieties as well as dissemination of climate-resilient and regenerative agronomic practices in the growing areas. Over 140 locations of your Company, encompassing both owned as well as key value chain facilities, have been assessed for climate risk. Based on the findings of these assessments, detailed site-specific studies are undertaken for developing contextual location-specific adaptation plans and strategies. **SECTION: Energy Conservation and Renewable Energy** As a responsible corporate citizen, your Company has made a commitment to reduce dependence on energy from fossil fuels. Accordingly, all factories incorporate appropriate green features, and premium luxury hotels and office complexes continue to be certified at the highest level by either the US Green Building Council (USGBC) or Indian Green Building Council (IGBC). |
During the year, despite a significant increase in scale of operations, over 50% (previous year: 43%) of your Company’s total energy requirements were met from renewable sources such as biomass, wind, and solar. In line with your Company’s continuous thrust on expanding renewable footprint across both thermal and electrical energy, this achievement was driven by the commissioning of a state-of-the-art and future-ready High Pressure Recovery Boiler at the Bhadrachalam mill of your Company’s Paperboards & Specialty Papers Business in the previous year, which replaced conventional soda recovery boilers thereby reducing carbon footprint through lower coal consumption. In addition to this, your Company has installed and commissioned 205 MW of solar and wind power capacity across the country to meet its electrical energy requirements. Your Company continues its efforts towards meeting 100% of purchased grid electricity requirements from renewable sources by 2030 and sustaining 50% renewable energy share in its total energy consumption based on a mix of energy conservation and renewable energy investments, despite significant enhancement in its scale of operations going forward. **SECTION: GHG and Carbon Sequestration** The GHG inventory of your Company for FY 2023-24 compiled according to the ISO 14064 Standard has been assured, as in the earlier years, at the ‘Reasonable Level’ by an independent third party. The GHG inventory covers emissions from your Company’s operations and GHG removals from your Company’s large-scale forestry programmes. Your Company’s Social and Farm Forestry initiatives, besides sequestering carbon from the atmosphere, help towards greening of degraded wasteland, prevent soil erosion, enhance organic matter content in soil, and increase groundwater recharge. **SECTION: Towards Water Security for All** With water scarcity increasingly becoming an area of global and national concern, your Company continues to focus on an integrated water management approach that includes water conservation and harvesting initiatives at its units – while at the same time working towards meeting the water security needs of all stakeholders at the local watershed level. Several interventions have been rolled out to improve water-use efficiencies such as adopting the latest technologies and increasing reuse and recycling practices within the fence while also working with farmers and other community members towards improving water-use efficiencies. Demand-side management is a critical component of your Company’s Water Stewardship programme. Recognizing the critical imperative of reducing water use, especially in agriculture, your Company continues to work with farmers to achieve ‘more crop per drop’ and improve farmer incomes. Over 15 lakh acres have been covered during the year across 12 states through micro irrigation technologies and crop-specific agronomical practices. Basis parameters established earlier, there has been potential water savings to the tune of 1,090 million kl during the year. These interventions are spread across 15 crops including four key agri value chains – wheat, tobacco, pulpwood, and spices, and result in water savings in the range of 15-50% as compared to conventional practices. The water-use efficient practices promoted also help in reducing GHG emissions as compared to the conventional practices followed. The demand-side measures are implemented along with augmenting supply at the sub-catchment level through various interventions focused on harvesting rainwater based on the recommendations of hydro-geological studies. The supply-side interventions include enhancing capture and storage of rainwater (within soil surface and storage structures) and recharging aquifers. In the process, traditional water bodies are restored, and wetland ecosystems are conserved. To have a long-lasting impact and balance out the competing demands on water resources, your Company has also extended work to river basin level as per requirements. During the year, work has been done in four river basins viz. Maharashtra (Ghod basin), Madhya Pradesh (Kolans basin), Tamil Nadu (Upper Bhawani basin), and Telangana (Murreru basin), and recently work has been initiated in Karnataka (South Pennar basin). Considering the increasing water stress in urban catchments, your Company is implementing water security programmes in Bengaluru and Chennai catchments. These programmes focus on restoring urban water bodies, roof water harvesting, groundwater recharge, and piloting technologies like ‘Bore Charger systems’ to recharge shallow aquifers and are aimed at addressing major water-related challenges such as groundwater depletion and flooding during heavy rains. Your Company also conducts efficacy studies to assess the impact of the watershed work carried out and to ensure that maximum benefits accrue in the long term. As of 31st March 2024, your Company’s integrated watershed development projects covering over 1.6 million acres of land have created a total rainwater harvesting potential (RWH) of over 54 million kl. |
In total, nearly 55 million kl of rainwater has been harvested, including within the fence, which is over four times the net water consumed by your Company’s operations in FY 2023-24. In addition, your Company is spearheading the implementation of the Alliance for Water Stewardship (AWS) Standard, which is a credible, globally-applicable, and recognized framework for ensuring sustainable water management within the wider water catchment context. ``` ``` During the year, five units of your Company, namely the Branded Packaged Foods unit at Ranjangaon, Cigarette units at Ranjangaon, Bengaluru, and Saharanpur, and the Green Leaf Threshing unit at Mysuru, received the AWS Platinum level certification, the highest recognition for water stewardship awarded by AWS. Till date, seven units of your Company have achieved Platinum level certification under the AWS Standard. Your Company is in the process of implementing the AWS Standards at other units in high water stress areas and will progressively obtain AWS certification for these sites. In addition to AWS certification, four ITC Hotels – ITC Mughal, ITC Sonar, ITC Rajputana, and ITC Maurya – have the distinction of being the first four LEED® Zero Water certified hotels in the world. **SECTION: Pioneering the Green Building Movement in India** To continuously reduce your Company’s energy footprint, green features are being integrated into all new and old constructions, including hotels, manufacturing units, warehouses, and office complexes. Your Company is a pioneer in the green building movement, with 40 buildings having received Platinum certification by USGBC/IGBC. Several of your Company’s factories and office complexes have received the Green Building certification from IGBC and the Leadership in Energy & Environmental Design (LEED®) certification from USGBC. In 2004, the ITC Green Centre at Gurugram received LEED Platinum® certification by USGBC, making it the largest Platinum rated building in the world at that point in time. The data centre at Bengaluru, ITC Sankhya, is the first data centre in the world to receive the LEED Platinum® certification by USGBC. Large infrastructure investments such as the ITC Green Centre at Guntur and the ITC Green Centre at Bengaluru (both LEED Platinum® certified) continue to demonstrate your Company’s commitment to green buildings. Virginia House, Kolkata, and ITC Centre, Kolkata – the headquarters of your Company – are also certified at the highest ‘LEED Platinum®’ rated Green Building by USGBC. Reaffirming your Company’s commitment to the ethos of ‘Responsible Luxury’, 23 of its hotels have been awarded the LEED Platinum® Certification by USGBC, the highest number of hotels in the world to have achieved this feat, making your Company a trailblazer in green hoteliering globally. ITC Grand Chola, the 600-key super-premium luxury hotel complex in Chennai, is amongst the world’s largest LEED Platinum® certified green hotels. Furthering your Company’s Responsible Luxury ethos, 12 of its iconic hotels have received LEED® Zero Carbon Certification, the first in the world to achieve this. **SECTION: Report of the Board of Directors** **SECTION: Enabling a Circular Economy** Your Company continues to make significant progress in improving the circularity of waste generated in operations. The focus is on reducing waste through constant monitoring, improvement of efficiencies in material utilization, and adequate waste segregation, thereby improving recycling rates. During the year, your Company achieved over 99% recycling of waste generated in the course of its operations. This has prevented waste from reaching landfills, with the associated problems of soil and groundwater contamination and GHG emissions, all of which can adversely impact public health. In addition, your Company’s Paperboards & Specialty Papers Business recycled nearly 89,000 tonnes of externally sourced post-consumer waste paper, thereby creating yet another positive environmental footprint. Your Company aims to go beyond the requirements of Plastic Waste Management Rules, 2022, to ensure that over the next decade, 100% of packaging is reusable, recyclable, or compostable/biodegradable. Your Company is working towards optimizing packaging in a way that reduces the environmental impact arising out of post-consumer packaging waste without affecting product integrity. This is being addressed comprehensively by optimizing packaging design, introducing recycled content in packaging, identifying alternative packaging material with lower environmental impact, and supporting the development of suitable end-of-life solutions for packaging waste. Your Company has successfully implemented multiple large-scale models of solid waste management across the country. These models, based on principles of circular economy, are scalable, replicable, and sustainable, and have enabled your Company to sustain its plastic neutral status since FY 2021-22. |
The approach is centered around treating waste as a resource and ensuring that minimal waste goes to landfill, which can be achieved only when waste is segregated at source. The initiatives focus on educating citizens on segregating waste at source into dry and wet streams and ensuring that value is derived from these resources, supporting sustainable livelihoods for waste collectors. These models operate on a public-private partnership basis with active involvement of urban local bodies, civil society, and the informal sector of waste collectors. Your Company has exceeded its commitment on plastic neutrality for the third consecutive year by collecting and sustainably managing around 70,000 tonnes of plastic waste, which is more than the plastic packaging utilized by your Company. Your Company has also obtained independent third-party assurance for its plastic neutrality status since FY 2022-23. Your Company’s waste recycling programme, ‘WOW – Well Being Out of Waste’, enables the creation of a clean and green environment and promotes sustainable livelihoods for waste collectors. During the year, the programme continued to be executed in Bengaluru, Mysuru, Hyderabad, Coimbatore, Chennai, Delhi, major towns of Telangana, and several districts of Andhra Pradesh. The quantum of dry waste collected during the year was about 63,700 MT from over 1,500 wards. The programme has covered over 2.5 crore citizens in over 64 lakh households, 67 lakh school children, and around 2,200 corporates since its inception. It has promoted sustainable livelihood for over 17,800 waste collectors by facilitating an effective collection system in collaboration with Municipal Corporations. The intervention has also created over 150 social entrepreneurs who are involved in optimizing value capture from the collected dry waste. Your Company’s ‘YiPPee! Better World programme’ is aimed at creating awareness about plastic waste and ways to reduce, recycle, and reuse it among students. During the year, more than 30 lakh school children were educated on plastic waste recycling with an initiative to collect plastic equivalent to 2.83 crores YiPPee! Noodles wrappers across 6,000 schools. This programme, along with the Company’s Social Investments Programme, has provided schools with over 3,950 benches and tables made from recycled plastic. **SECTION: Report of the Board of Directors** In addition to WOW, a separate community-driven programme on decentralized Solid Waste Management (SWM), including the closed-loop Green Temple programme in collaboration with Swachh Bharat Mission, is operational in 33 districts across 10 states, covering over 25 lakh additional households, taking the cumulative coverage to over 50 lakh households. This programme deals with both wet and dry waste and focuses on minimizing waste to landfill by managing waste at source. Under the programme, more than 4 lakh MT of waste was collected during FY 2023-24, out of which around 2.5 lakh MT of wet waste was composted, and 90,000 MT of dry waste recycled, thus avoiding 87% of the total waste from being sent to landfills. Further, home composting was practiced by over 6.4 lakh households cumulatively. In Uttar Pradesh, your Company entered into the second phase of partnership with the Urban Development Department for 85 Urban Local Bodies (ULBs), including 25 new ULBs, after successfully completing the first phase by training over 3,300 Government officials from 62 municipalities on decentralized SWM, thus enabling the extension of coverage of decentralized waste management to over 28.54 lakh households. Your Company had also signed an MoU with Lohiya Swachh Bihar Abhiyan (LSBA), Rural Development Department, Government of Bihar, to train officials on the implementation of decentralized SWM in 456 villages of the Ganga region (‘Ganga Gram’) across 12 districts of Bihar. During the year, refresher training and handholding support were provided to 1,881 Panchayat officials of 456 Ganga Gram villages through a cascade approach, who then initiated focused waste management activities in their villages and covered over 4.6 lakh households. Your Company had also collaborated with the Department of Drinking Water and Sanitation (DDWS), Government of India, and India Sanitation Coalition (ISC), FICCI, to develop 36 Gram Panchayats (GPs) across 10 states as Lighthouses, demonstrating best practices in sanitation and waste management, which will be adopted by other GPs gradually. The partnership is part of the DDWS’s plan of creating 75 Lighthouse Gram Panchayats across India. During the year, of the 36 GPs, 22 GPs were declared Model by the Government, with the balance 14 GPs on track to become Model in the coming months. |
Your Company’s approach of involving SHGs as service providers for GPs for SWM and the use of the Swachhata Mitra App for monitoring waste management in partnership with the Bihar Government has received high appreciation as best practices. **SECTION: Biodiversity Management** Given the linkages between agriculture and the essential ecosystem services that nature provides, your Company recognizes that the preservation and nurturing of biodiversity is crucial for the long-term sustainability of its business and is committed to conducting its operations in a manner that protects, conserves, and enriches biodiversity in line with the Board-approved Policies on Biodiversity Conservation and Deforestation. For both greenfield and brownfield operations, processes are in place for assessing any actual or potential biodiversity-related risk or impact, including conducting environmental impact assessments wherever required by environmental regulations. Moreover, location-specific exposure, including proximity to Key Biodiversity Areas, is assessed periodically. Based on these assessments, key nature-related risks that are material to your Company’s businesses/locations are identified, and mitigation plans are developed and implemented. Location-specific risks covered in these assessments include water stress, climate risks including extreme weather events like droughts and floods, land-use changes, soil quality, and productivity, among others. Your Company also recognizes the potential of nature-based solutions for carbon sequestration and building climate resilience and prioritizes actions to minimize impacts across ecosystems and manage dependencies in a sustainable manner. Your Company also has large-scale programmes in place for ensuring deforestation-free leaf tobacco and wood value chains. For more information, refer to the Corporate Social Responsibility section. **SECTION: Report of the Board of Directors** **SECTION: Sustainable Supply Chain and Responsible Sourcing** Your Company, with its diverse and expanding portfolio of businesses, is working towards scaling up its sustainable supply chain initiatives as part of its Sustainability 2.0 Vision. Your Company has a Board-approved Policy on ‘Sustainable Supply Chain and Responsible Sourcing’ and a ‘Code of Conduct for Suppliers and Service Providers’ that together lay down the foundation for your Company’s engagement with its suppliers. In line with this policy, your Company engages with its supply chain members for building their capacity, assessing sustainability risks, and supporting them in building resilience against such risks. The policy also encourages suppliers to work towards resource-use efficiency, including sustainable natural resource management, GHG emission reduction, and sustainable waste management. For focused engagement with key suppliers, your Company has created a framework for identifying its critical suppliers based on multiple criteria like the value of the business with these suppliers, ESG risk exposure, and substitutability of the supplier, among others. Till FY 2023-24, 100% of your Company’s Critical Tier-I suppliers have been trained on ESG-related aspects, and 40% have undergone an ESG assessment by a third party. For key agri value chains, your Company has implemented large-scale sustainable and Climate Smart Agriculture programmes. Till date, 27.94 lakh acres and over 10.5 lakh farmers, including 1.95 lakh women farmers, have been covered under your Company’s Climate Smart Agriculture programme. Your Company also supports farmers with the adoption of sustainable farm certifications like Rainforest Alliance (RFA), Forest Stewardship Council® (FSC®), and Global Agricultural Practices (G.A.P) for identifying and addressing environmental risks and human rights-related issues. For more information, refer to the Corporate Social Responsibility section. **SECTION: Nutrition** Your Company’s Branded Packaged Foods Businesses have developed a 4-pillar model that uniquely combines the strategic commitments to deliver on its nutrition strategy – ‘Help India Eat Better’. The strategy has been developed to create an ecosystem and guide the organization towards supporting the dream of a healthier nation via value-added products, sustainable food system initiatives, empowered people, and healthy communities. This also includes a focus on diet diversity, food fortification, leveraging traditional systems of knowledge, and the use of millets. The strategy is also in line with Government of India initiatives such as Mission Poshan 2.0, Anemia Mukt Bharat, Kuposhan Mukt Bharat, Surakshit Matritva Abhiyan, and the Aspirational Districts Programme. Robust science-based nutrition targets have also been developed and are continuously tracked and communicated to your Company’s stakeholders. Your Company also achieved the first rank in the ATNI India Index 2023 amongst 20 of the largest Indian food and beverage manufacturers as assessed by the globally recognized Access to Nutrition Initiative (ATNI). The index is published every 2-3 years and evaluates companies on their governance and management, production and distribution of healthy products, influence on consumer choices, and policies and actions targeting priority populations at high risk of malnutrition. |
**SECTION: Promoting Thought Leadership in Sustainability** To ensure wider adoption of the ‘Triple Bottom Line’ philosophy across the Industry, your Company established the ‘CII – ITC Centre of Excellence for Sustainable Development’ (CESD) in 2006 in collaboration with the Confederation of Indian Industry (CII). The Centre continues to focus on its endeavor to promote sustainable business practices amongst Indian enterprises. The major highlights during the year include the following: **SECTION: Climate Change** The CII Climate Action Charter (CCAC) provides a platform for Indian businesses to map Climate Change as a material risk across value chains and develop long-term actions to build resilience. Currently, the Charter has more than 300 signatories across industry sectors. **SECTION: Report of the Board of Directors** - The Centre launched the ‘Industry’s Priorities for COP28, Dubai: Indian Industry Perspective Report’ during the Round Table on ‘Decentralised Renewable Energy (DRE) for SDG7: Powering livelihoods with clean energy’ in December 2023, organized by the Centre, Ministry of New and Renewable Energy (MNRE), and International Solar Alliance (ISA). - In collaboration with the Ministry of Environment, Forest and Climate Change of India (MoEFCC), the Centre actively contributed to the formulation of the National Inventory of Greenhouse Gases related to the Industrial Processes and Product Use (IPPU) sector. This collaborative effort was part of India’s Third National Communications (NATCOM) to the United Nations Framework Convention on Climate Change (UNFCCC). - The Centre led efforts to frame a policy paper under the B20 Taskforce on Energy, Climate Change, and Resource Efficiency. The paper was finalized through consultations and shared with the G20 representatives for consideration. 160+ members shared their suggestions for the policy paper. The Taskforce also developed a policy brief on Decarbonisation of Emerging G20 Countries. - During the B20 Summit 2023, two sessions on Environment, Social and Governance (ESG) were organized by the Centre, including a session on ‘Sustainability & Development Imperatives and the Role of Standards’. The session highlighted the need for sustainability reporting for companies with a simple, clearly defined sustainability standard, ensuring that standards, KPIs, thresholds, and ratings consider applicability, relevance, and prioritization of the Global South. The Centre also released the Policy Paper under the B20 India Action Council on ESG in Business, emphasizing the imperative for convergence on ESG standards and underscoring the role of the private sector in driving these transformations. **SECTION: Circular Economy** - The India Plastics Pact (IPP), launched in September 2021, is uniting businesses, NGOs, and citizens behind four ambitious time-bound targets to help realize a vision of a world where plastic is valued and doesn’t pollute the environment. The Pact is the first in Asia and joins a global network of 13 Plastics Pacts. 53 organizations are signatories to the Pact. The first Annual Report providing a baseline to measure the actions of the Pact was launched in June 2023. - The Pact’s Second Annual Conference was held on the sidelines of the 18th Sustainability Summit. 60 participants from across the plastics value chain attended the Conference. - 138 sites of 18 organizations were certified with Single-use Plastic (SuP) Free Certification. - Five facilities were verified to ensure that the waste generated by the facility is being diverted from landfill disposal. Zero Waste to Landfill Certification was awarded to three organizations. **SECTION: Biodiversity** - The Convention on Biological Diversity’s Global Biodiversity Framework (GBF) has been integrated into the development of India Business & Biodiversity Initiative (IBBI) members’ roadmap for addressing biodiversity risk. 20 business members have developed a biodiversity-based GBF and set measurable targets for addressing nature-related risks by 2030. - In 2023, a National Consultation Group on the Taskforce on Nature-related Financial Disclosure (TNFD) Framework was established in India to provide inputs for the global TNFD Framework development. 50 business members contributed by providing inputs, and seven companies have piloted the TNFD Framework. - About 100 business representatives have been trained on GBF to mainstream biodiversity in business planning. **SECTION: Air Pollution** - ‘India CEO Forum for Clean Air’ is a dedicated platform aiming to galvanize Indian businesses to take forward the clean air agenda in India and promote focused actions through collective leadership of Industry sub-sectors. The Forum started in 2019 with 17 founding members and is now 105 members strong with a signed ‘Clean Air Declaration’ by top leaders of member companies. |
- In the 2023-24 cropping season, the Crop Residue Management (CRM) Programme scaled to 432 villages in Punjab and Haryana, covering approximately 4,83,196 acres, engaging with 86,000 farmers to promote sustainable crop residue management practices. **SECTION: Excellence in Sustainability** - The 18th Sustainability Summit, with the theme of Strengthening Global Partnerships for Sustainable, Equitable, and Inclusive Development, was organized with the support of 25 partner organizations. - The Summit witnessed over 150 eminent national and international speakers who shared their perspectives, representing diverse sectors from across the globe. It was attended by around 400 participants, and over 160 B2B meetings took place during the Summit. - During the 18th Sustainability Summit, the CCI Climate Action Charter (CCAC) Insights Report with key findings from the seven clusters was also released. **SECTION: ESG Intelligence & Analytics** ``` ``` **SECTION: ESG Initiatives** The Centre has helped companies understand their status in the ESG space, identify key ESG gaps, and areas for improvement. Leveraging the Centre’s in-house SaaS-based tools, 10 organisations across industry sectors have undertaken ESG gap assessments. The Eco Edge initiative of the Centre aims at integrating sustainability in the value chains of companies, focusing on Decarbonisation, Circularity, Health & Safety, and Human Rights. The programme evaluates the performance of sourcing companies and their value chain partners, piloted with two automobile companies. The Centre conducted over 35 ESG awareness sessions with value chain partners. **SECTION: CORPORATE SOCIAL RESPONSIBILITY (CSR)** Your Company’s overarching commitment towards creating significant and sustainable societal value is manifest in its CSR initiatives that embrace the most disadvantaged sections of society, especially in rural India, through economic empowerment based on grassroots capacity building. Your Company has a comprehensive CSR Policy outlining programmes, projects, and activities that create a significant positive impact on identified stakeholders. All these programmes fall within the purview of Section 135 read with Schedule VII of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014. Key elements of your Company’s CSR interventions include: - Deepening engagement in identified core operational geographies to promote holistic development and design interventions to respond to significant development challenges. - Strengthening capabilities of Non-Government Organisations (NGOs)/Community Based Organisations (CBOs) for participatory planning, ownership, and sustenance of interventions. - Driving the development agenda inclusively, empowering women and marginalized communities, thereby improving Human Development Indices (HDI). - Ensuring behavioural change through demand generation for interventions, enabling community participation, contribution, and asset creation. - Striving for scale with impact by leveraging Government partnerships and accessing contemporary knowledge/technical know-how. **SECTION: Report of the Board of Directors** Your Company’s stakeholders face multi-dimensional and inter-related concerns, primarily the challenge of securing sustainable livelihoods. Your Company undertakes periodic stakeholder engagements through community need assessments, impact assessments, and other evaluations. During the year, your Company undertook 42 community engagements across 13 states where the Social Investments Programme is implemented, understanding grievances of community members. Over 6,000 household surveys were conducted during the year, leading to appropriately designed interventions under the Social Investments Programme to build capacities and promote sustainable livelihoods. The Social Investments Programme follows the Two Horizon approach focusing on inclusive growth and holistic development of households, with women and vulnerable communities at the core. Women are not only beneficiaries but also influencers and active participants in grassroots institutions. The Two Horizon approach integrates development responses, with Horizon-I focusing on strengthening and sustaining livelihoods (primarily agriculture and allied sectors) and Horizon-II on building capabilities for a better future. Your Company’s CSR projects span 26 States/Union Territories covering over 300 districts. The CSR interventions received two prestigious awards during FY 2023-24: - Winner of the 1st UNDP-Mahatma Biodiversity Award for ‘Human Centric Approaches to Biodiversity’. - Winner under the ‘Empowerment (large corporate) category’ for the Targeting Hardcore Poor (THP) Programme at the Social Leadership Awards by Bengal Chamber of Commerce & Industry. **SECTION: Natural Resources Management - Water Stewardship Programme** The Water Stewardship programme aims to facilitate water security for all dependents in factory catchments and drought-proof agri-catchments to minimize risks to agricultural livelihoods. The programme promotes local water resource development and management in moisture-stressed areas through community participation, planning, and implementing measures, including building and maintaining water-harvesting structures. In addition to rural focus, urban water programmes in Bengaluru and Chennai address urban water challenges, facilitating revival of urban water bodies and roof water harvesting. Your Company has extended water stewardship work to river basin level interventions, addressing competing demands from neighbouring areas. |
Work has been done in four river basins in Maharashtra, Madhya Pradesh, Tamil Nadu, and Telangana, with work initiated in Karnataka. The coverage of the water stewardship programme extends to 55 districts across 17 states. During the year, the area under watershed increased by over 1.68 lakh acres, with over 4,100 water-harvesting structures built, creating nearly 5.5 million kl of rainwater harvesting potential. The total number of water-harvesting structures reached over 32,400, with net water storage exceeding 54 million kl. **SECTION: Natural Resources Management - Biodiversity** The programme focuses on reviving ecosystem services provided to agriculture, such as natural pest regulation, pollination, nutrient cycling, soil health retention, and genetic diversity. Biodiversity conservation is achieved through restoration of degraded village commons and native species tree planting. This initiative covered over 1.8 lakh acres in over 38 districts across 10 states, with cumulative coverage exceeding 4.7 lakh acres. Conservation work benefits agricultural activity through soil moisture retention and carbon sequestration. Technical studies have recorded improvements in carbon stocks and biodiversity. A project for mangrove conservation has also been initiated. Your Company partnered with AP Panchayat Raj and Rural Development Department to improve livelihoods and conserve village commons in 9 districts, targeting coverage of 2.5 lakh acres across 8 districts. **SECTION: Climate Smart Agriculture** The Climate Smart Agriculture programme aims to de-risk farmers from erratic weather events through the promotion of climate-smart practices. Currently, 27.94 lakh acres across 85 districts and 10.5 lakh farmers, including 1.95 lakh women farmers, are covered under the programme. More than 6,400 compost units were constructed during the year, with a total of over 61,000 units. Your Company also has a Climate Smart Village (CSV) programme supporting village populations to adapt to climate risks. Currently, 6,755 CSVs are part of the programme. During the year, your Company signed two new partnerships for Climate Smart Watersheds and Climate Smart Villages in Madhya Pradesh. Knowledge dissemination occurred through over 13,500 Farmer Field Schools and 11,750 Choupal Pradarshan Khets (CPKs). Your Company supported the formation of 1,660 Farmer Producer Organisations (FPOs) through its initiatives, enhancing farm incomes and rural livelihoods. **SECTION: Off-farm Livelihood Diversification - Livestock Development** This programme aims to improve income and de-risk livelihoods of rural households by strengthening animal-dependent livelihood options. It covers large ruminants, small ruminants, piggery, fishery, poultry, and apiary in 14 states and 53 districts. During the year, approximately 1.2 lakh artificial inseminations were carried out, leading to the birth of 0.45 lakh high-yielding progeny. Over 1,040 women trained as ‘Pashu Sakhis’ provided extension services to animal owners. The average monthly income of goat owners improved significantly. Your Company is also working with dairy farmers in Bihar, Jharkhand, and West Bengal to improve productivity and facilitate higher milk production. **SECTION: On-farm Livelihood Diversification – Tree Plantations** Your Company’s afforestation initiative through the Social Forestry programme greened over 33,900 acres during the year, impacting over 1.87 lakh poor households. Together with the Farm Forestry programme, this initiative has greened over 11.66 lakh acres, generating about 212 million-person days of employment. The initiative includes Agro-Forestry and bund plantation models, enabling small and marginal farmers to cultivate field crops and trees together. These models cover over 2.36 lakh acres, enhancing food, fodder, and wood security. **SECTION: Women Empowerment** This initiative provided gainful livelihood opportunities to approximately 71,000 poor women, with a cumulative coverage of over 1.92 lakh. About 36,900 ultra-poor women received assets and support to initiate enterprises, significantly increasing their income. The financial literacy and inclusion project, in partnership with MPSRLM and CRISIL Foundation, trained over 63,000 Self-Help Groups (SHGs) covering more than 6.2 lakh women. The programme has cumulatively covered over 2.90 lakh SHGs, benefiting over 28.50 lakh women across 71 districts in 15 states. Your Company’s ‘Aashirvaad Raho 4 Kadam Aage’ programme encourages women empowerment by providing skills related to the food processing sector, covering over 70,000 women beneficiaries. **SECTION: Education** ``` ``` **SECTION: Primary Education Programme** The Primary Education programme aims to provide children from weaker sections of society access to education with a focus on learning outcomes and retention. Operational in 34 districts of 15 states, the programme covered over 4.1 lakh children during the year, taking the cumulative coverage to over 15.31 lakh children. Under the Read India Programme, the proportion of primary level children who were able to perform basic mathematical computations increased from 20% to 90%. |
Considering the importance of Early Childhood Care and Education (ECCE) as per the National Education Policy 2020, building capabilities of Anganwadi Sevikas on ECCE has also been one of the focus areas. Your Company has successfully completed the first phase of partnership on ECCE with the Women Development and Child Welfare Department in Andhra Pradesh, covering over 25,700 Anganwadis and 4.03 lakh children in 13 districts by building the capacities of Integrated Child Development Services supervisors who further train Anganwadi Sevikas. Your Company has entered into the second phase of partnership during the year to expand the programme to the entire state across 26 districts. Additionally, your Company has signed an MoU with the Child Development Services and Nutrition Department, Saharanpur, Uttar Pradesh, for improving ECCE (Poshan Bhi, Padhai Bhi) of children by combining nutrition and education interventions and will cover all the Anganwadi Centres of Saharanpur district. Over 590 Government primary schools and Anganwadis were provided infrastructure support comprising boundary walls, additional classrooms including operationalising smart classrooms, solarisation, sanitation units, and furniture, taking the total number of Government primary schools and Anganwadis covered till date to over 3,900. Infrastructure support to Government schools has helped in increasing enrolment, particularly of girls, in schools. To ensure sustainable operations and maintenance of infrastructure provided, more than 970 School Management Committees and more than 920 Child Cabinets and Water and Sanitation (WATSAN) Committees were operational in various schools during the year with active involvement of students and teachers. Further, 125 Supplementary Learning Centres (SLCs) were operational during the year, mainstreaming more than 2,500 out-of-school children into the formal education system taking the cumulative number to over 12,800. **SECTION: Bounce of Joy Programme** Your Company’s Bounce of Joy programme is aimed at creating a positive impact on children’s lives through sports. Execution of the programme is done by collaborating with schools for training of Physical Education (PE) teachers to help them foster holistic development amongst students through sports like football. Through the trained teachers, the programme has reached out to over 3 lakh students across 300 schools. **SECTION: Skilling & Vocational Training** This programme provides training in market-linked skills to youth from marginalised sections including differently abled, to enable them to engage in decent livelihoods. 12,500 youth across 33 districts in 16 states were trained under different courses during the year, of which 49% were female. This includes about 1,300 youth who were trained through Government and other centres. Cumulatively, over 1.12 lakh youth have been trained under the skilling programme. Further, the pilot programme for skilling differently abled youth that was initiated in Bengaluru was also expanded in Kolkata and Howrah during the year training more than 200 such youth till date. **SECTION: Sanitation** Your Company continues to adopt a multi-pronged approach towards improving public health and hygiene across 34 districts and 13 states. The programme focused on sustaining Open Defecation Free Status (ODF) by ensuring access to toilets to residual households through construction of individual toilets and community toilets for households with space constraints; and retrofitting for twin pits in households where single pit toilet was constructed earlier with Swachh Bharat Mission (SBM) support. In addition, during the year, 62 community toilets were constructed/renovated for households without land, taking the cumulative to 219. 4,200 Individual Household Toilets (IHHTs) were constructed with the support of State Government/District sanitation departments, taking the total to over 43,800 IHHTs constructed so far in your Company’s catchment areas. Cumulatively, IHHTs and community toilets are estimated to be benefiting over 1.22 lakh community members. Tracking of Operations & Maintenance of existing community toilets was also done, along with behaviour change communication to ensure that catchment areas remain open defecation free. Water, Sanitation and Hygiene (WASH) programme was implemented in schools that included construction of sanitation units in schools, separate for girls and boys, and also focused on driving behaviour change among over 98,400 school students through 2,145 WASH campaigns. **SECTION: Health & Nutrition** Your Company’s ‘Swasth India Mission’ programme has been a front runner in driving behavioural change in hand hygiene through innovative experiential training in primary schools. The Swasth India Mission drove a range of initiatives to aid and enable the country in its fight against preventable infections that create huge economic burden on the country. - Swasth India mission believes in ‘Swasth Bacche, Mazboot Desh’ – healthier children are the pillars for building a strong nation. |
The programme deploys story-telling and jingles to teach children about where germs are, what do they do, how can we stay protected, eight steps of handwashing ending with a small quiz about the learnings of the session. The school programme covered ~12,500 schools reaching out to approximately 26 lakh students in FY 2023-24. - The school programme created a positive impact as measured in a pre-post study. There is high recall for the message and the compliance to handwashing with soap increased post the activity from 4.8 occasions to 6.8 occasions on average. - Additionally, the programme addressed specific seasonal issues that required awareness creation for example Leptospirosis and Nipah virus. Awareness generation was done through media tools utilising print media and digital media. - The programme also had the presence of admired public figures like Sachin Tendulkar to urge people to follow hand hygiene as a preventive health practice. The messaging on the same was deployed across various media platforms. Around 14.61 lakh beneficiaries spread across 22 districts in eight states were covered under your Company’s Mother and Child Health and Nutrition initiative aimed at improving the health-nutrition status of women, adolescents, and children in the catchments of a few of your Company’s factories with high maternal and infant mortality indices. Recognising the problem of Anaemia among women and children, focused intervention was initiated and over 36,000 women, adolescents, and children screened in collaboration with Anaemia Mukt Bharat Abhiyan. After screening, awareness creation on localised nutrition and linkages with Government programmes for supplements was initiated. Your Company has collaborated with the Directorate of Social Welfare, Government of Assam to help address challenges of malnutrition in eight districts including seven Aspirational Districts in the state. In this partnership, 541 Integrated Child Development Services (ICDS) supervisors were trained during the year which in turn have cascaded it to 15,883 Anganwadis. Trained Anganwadi Sevikas created awareness among 9.5 lakh pregnant women, mothers, and adolescents in the area of antenatal check-ups, preventive vaccinations, timely breastfeeding, and nutrition management through locally available five food groups including millets. Additionally, your Company has entered into a partnership with the Child Development Services and Nutrition Department in Saharanpur, Uttar Pradesh for building capability of Anganwadi Sevikas in promoting Maternal and Child Health and creating awareness on nutrition by focusing on the first 1,000 days of life. Project Samposhan was undertaken during the year to address the issue of anaemia amongst 1.7 lakh adolescent girls, pregnant & lactating women and trained 2,500 staff from various Government departments (Community Health Officers, Accredited Social Health Activists (ASHA) facilitators, Anganwadi workers) in the districts of Chikkaballapur and Raichur in Karnataka and Gorakhpur in Uttar Pradesh. Similarly, Project Balposhan was undertaken in Valsad district of Gujarat to create awareness on child nutrition. To bridge the gaps in primary and secondary healthcare delivery and to address the challenges of awareness, availability, accessibility, and affordability, your Company has undertaken several Rural Healthcare interventions that are being implemented in a phased manner. After starting with the Mother and Child Health initiative in FY 2016-17, your Company is now adopting a holistic approach focusing on two major components - preventive health care and curative services. The objective of the initiative is to improve health and nutrition by strengthening institutional capacity, supplementing existing infrastructure, promoting greater convergence with existing Government schemes, leveraging technology, and increasing access to basic primary and secondary healthcare services. As part of this project, ‘ITC Swaasth Kiran’ initiative was launched during FY 2021-22 in Saharanpur and Munger districts. Under the initiative, during FY 2023-24, five new Mobile Medical Units (MMU) were added (three in Saharanpur & two in Munger) thus taking the total to 13 MMUs as of date. These MMUs provided free medical consultation and medicines to the rural community at their doorstep. During the year, more than 1.74 lakh individual engagements were made with community members across 800 villages, 58% of which were with women. Further, 22,500 diagnostic tests were conducted, and 5,200 referrals were made during the year. Upgradation of Public Healthcare Centres was also initiated with the involvement of the local community under the initiative. Understanding the need for high-quality doorstep eye care for the community, your Company also initiated an innovative intervention for eye-care under which two Mobile Vision Units (MVU) were pressed into service in rural Saharanpur. These MVUs equipped with high-end ophthalmic equipment can screen and diagnose eye ailments such as Cataract, Diabetic Retinopathy, Glaucoma, and other diseases. |
During the year, more than 91,000 community members were screened, 2,685 were advised prescription eyeglasses, more than 1,500 cataracts detected, and nearly 500 cataract surgeries done. The intervention also diagnosed 362 cases of Diabetic Retinopathy and 158 cases of Glaucoma, which were referred to hospitals for further management. Your Company continued to enhance awareness on various health-related issues through a network of 365 women Village Health Champions (VHCs) who covered nearly 1.54 lakh women and adolescent girls during the year. The programme is operational in six districts of Uttar Pradesh and two districts of Madhya Pradesh. The VHCs conducted door-to-door visits in the villages focusing on aspects like sanitation, menstrual and personal hygiene, family planning, diarrhoea prevention, and nutrition. **SECTION: Potable Water Availability** To make potable water available to local communities in Andhra Pradesh, Reverse Osmosis (RO) water purification plants were set up in villages where the water quality was poor. Nine new RO plants were established in FY 2023-24 taking the total operational RO plants to 169 thus providing safe drinking water to over 2.18 lakh rural people. **SECTION: Waste Management** Your Company’s initiatives focus on creating replicable, scalable, and sustainable models of municipal and rural waste management that can be implemented across the country to ensure that minimal waste goes to landfills. Details of these models are provided in the section on ‘Building a Circular Economy for Post-Consumer Packaging’ above. **SECTION: ITC Sangeet Research Academy** The ITC Sangeet Research Academy (SRA), established in 1977, is an embodiment of your Company’s sustained commitment to a priceless national heritage. Your Company’s pledge towards ensuring enduring excellence in Classical music education continues to drive ITC SRA in furthering its objective of preserving and propagating Hindustani Classical music based on the age-old principle of ‘Guru-Shishya Parampara’. The Academy is modelled as a professionally run institution that epitomises the teaching of Hindustani Raga music. Through its eminent Gurus, it imparts intensive training and quality education in Hindustani Classical music to its scholars. The present Gurus of the Academy are Padma Bhushan Pandit Ajoy Chakrabarty, Padmashri Pandit Ulhas Kashalkar, Pandit Partha Chatterjee, Pandit Uday Bhawalkar, Vidushi Subhra Guha, Shri Omkar Dadarkar, Shri Abir Hossain, and Shri Brajeswar Mukherjee. The Academy’s focus continues to be on nurturing exceptionally gifted students selected from across the country through a system of multi-level auditions. Several scholars of the Academy have performed at various music festivals and have also been recipients of prestigious awards and accolades. Creation of the next generation of masters of Hindustani Classical music for the propagation of a precious legacy continues to be the Academy’s objective. **SECTION: Forging Multi-Stakeholder Partnerships** Your Company’s Social Investments Programme lays continuous emphasis on building partnerships of value for driving innovation & gaining contemporary knowledge while effectively amplifying and executing programmes. Your Company has over the years formed Knowledge Partnerships with several national & international organisations/agencies to maintain contemporariness and leverage the latest knowledge/technical know-how to continuously improve the quality of programmes. Public-Private Partnerships (PPP), aimed at pooling resources, and partnership with Governments are effectively leveraged to scale-up and amplify programmes implemented in your Company’s catchment areas. During the year, six new PPPs were signed. The meaningful contribution made by your Company’s Social Investments Programme to address some of the country’s key development challenges has been possible in significant measure, due to your Company’s partnerships with renowned NGOs such as AFARM, AFPRO, BAIF, Bandhan Konnagar, Cheshire Disability Trust, DHAN Foundation, DSC, FES, FINISH, MAMTA, MYRADA, NCHSE, Pratham, SEARCH, SMGVS, SEWA Bharat, Umang, WASH Institute, Water for People, and Youth Invest amongst others. These partnerships, which bring together the best-in-class management practices of your Company and the development experience and mobilisation skills of NGOs, will continue to provide innovative grassroots solutions to some of India’s most challenging problems of development in the years to come. **SECTION: CSR Expenditure** The annual report on Corporate Social Responsibility activities, as required under Sections 134 and 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014, is provided in the Annexure forming part of this Report. **SECTION: Environment, Health & Safety** Your Company’s Environment, Health & Safety (EHS) strategies are directed towards achieving the greenest and safest operations across all your Company’s units by optimising natural resource usage and providing a safe and healthy workplace. Systemic efforts continue to be made towards natural resource conservation by continuously improving resource-use efficiencies. |
Your Company believes that a safe and healthy work environment is a pre-requisite for ensuring employee well-being and adopting best practices in occupational health & safety bears a direct impact on overall performance. With an aim to percolate safety deeper into your Company’s operational practices and achieve the ‘Zero Accident’ goal, your Company has adopted a comprehensive EHS strategy founded on two pillars: ‘Safety by Design’ and ‘Safety by Culture’. **SECTION: Safety** Your Company sustained focus on ‘Safety by Design’ by continuously striving to improve safety performance and incorporating best-in-class engineering standards for all investments in the built environment. Designs for all new greenfield & brownfield project investments are scrutinised to ensure compliance with relevant standards and codes on safety. Periodic Environment, Health & Safety audits continue to be carried out in operational units to verify compliance with relevant standards. To drive a culture of safety, your Company, in addition to comprehensive focus on training, continues to hold structured conversations with workers on ‘Safe and Unsafe’ Acts. These are supplemented by the adoption of keystone behaviours that inculcate individual ownership for safe behaviour. Your Company has also made use of Design Thinking principles for seamless integration of safety in business operations. These initiatives are bringing in positive behavioural changes. Several national awards and certifications received by various units reaffirm your Company’s commitment to provide a safe and healthy workplace to all. **SECTION: R&D, Quality and Product Development** Your Company’s state-of-the-art Life Sciences and Technology Centre (LSTC) in Bengaluru is at the core of driving science-led product innovation to build and support your Company’s portfolio of world-class products and brands. Over the years, LSTC has emerged as a robust innovation engine that is a key enabler of the ‘ITC Next’ growth strategy. Reinforced with world-class infrastructure, resourced with a diverse team of over 400 highly qualified scientists, LSTC continues to drive various initiatives to provide differentiation and competitive edge to your Company’s brands and products. During the year, LSTC celebrated its Golden Jubilee - completing five decades of scaling new frontiers in Research & Development and innovation. Eminent scientists from India and across the world attended the celebrations, sharing rich insights on topical areas including Disruptive Innovation led Exponential Growth, Future Foods – Role of AI & Data Science, Sustainable Materials for Packaging, Adaptation to Sustainability, etc. Driving purposeful innovations that fulfil the needs of the Indian consumer through superior offerings remains the key objective of LSTC. Centres of Excellence across domains viz. Biosciences, Agri-sciences & Materials sciences enabled building capabilities over the years to cater to the constantly evolving needs of consumers. Focused research across identified domains viz. Health & Wellness, Formulation Design, Sustainable Materials & Packaging, Agro-forestry, and Crop Science has enabled the teams to harness contemporary advances in relevant core areas to translate ‘proofs of concept’ to novel product opportunities. Bearing testimony to LSTC’s innovation capabilities while building the intellectual assets for your Company, over 800 patent applications have been filed to date. Robust risk management practices are in place to ensure that your Company’s intellectual properties remain adequately protected and to ensure mitigation of information and infrastructure risk. Research programmes and projects are structured through close alignment with the various Businesses of your Company resulting in a robust innovation pipeline. Additionally, in line with your Company’s relentless focus on operational excellence and quality, each Business is mandated to continuously innovate on materials, processes, and systems to enhance their competitiveness. ``` ``` **SECTION: Company Overview** Your Company has been a forerunner in introducing first-to-market innovative products for Indian consumers. In today’s operating scenario of unprecedented volatility and hyper-inflationary pressures, LSTC scientists and product development teams continue to enable the Branded Packaged Foods, Personal and Home Care, Stationery, and Agarbatti Businesses to deliver a range of differentiated, superior quality products at competitive costs. Innovative science-based Platform projects continue to be leveraged to drive the creation of healthier foods through systematic reduction in salt, sugar, and fat without compromising on sensory attributes. Leading-edge technology platforms in Personal Health & Hygiene, Health & Wellness continue to power innovation and develop next-generation product offerings to serve emerging consumer needs. LSTC’s unique competencies in Sustainable Materials and Packaging have enabled the development of packaging options with a high degree of recycled plastics content and novel barrier coating solutions to create next-generation environmentally friendly packaging solutions. |
**SECTION: Agro-Forestry and Crop Science** In Agro-Forestry and Crop Science, your Company’s scientists have established different cutting-edge tools and technology platforms for improving tree and crop species of your Company’s interests (like yield, quality, abiotic and biotic stress) for securing the raw material. Ongoing research has a major emphasis on developing climate-resilient crops and pulp wood species to address the security of raw material supplies across your Company’s value chains and ensure enhanced farmer profitability. Research on wheat and potato varietal securitization are at advanced stages of deployment to achieve flexibility in sourcing of raw material, create region-specific blends, and ensure robust agro-climatic adaptability for growing and sourcing raw materials closer to the factories at competitive costs, in addition to reducing the carbon footprint. Future-ready, alternate value chains that mitigate risks arising out of disruptions to existing sourcing models continue to be explored. LSTC has deployed various digital transformation tools at the farm level to bring in predictive capability with agility. LSTC, in collaboration with the Agri and Branded Packaged Foods Businesses, endeavors to ensure that science-based ideas are fully integrated across the value chain from farm to fork. Infrastructure and capabilities are strengthened continuously, keeping pace with global developments in science and technology. Expanding capabilities include spreading the acreage of new tree clones with superior properties, developing modern instrumentation for testing very low levels of actives or contaminants, measuring barrier properties (air and water permeability) of coated paper substrate, development and scale-up of novel materials, etc. Rigorous systems, processes, and industry best practices are continuously upgraded to secure quality certifications of the highest levels – a key enabler in delivering products that follow the highest standards in quality, safety, and efficacy to the Indian consumer. All branded packaged foods manufacturing units of your Company not only have ISO quality certification but also follow the highest standards under the integrated food quality management system - FSSC 22000; these systems ensure adherence to internationally accepted quality standards in producing safe and high-quality food. All manufacturing units of the Branded Packaged Foods Businesses (including contract manufacturing units) and Hotels operate in compliance with stringent food safety and quality standards. Your Company’s food quality assurance laboratories are accredited by the National Accreditation Board for Testing and Calibration Laboratories (NABL) under ISO 17025, a global standard for testing and calibrating labs, which guarantees quality. Additionally, the quality of all FMCG products of your Company is monitored through best-in-class customer-centric quality control and quality assurance processes and product quality ratings systems (PQRS) enhancing the competitive superiority of your Company’s product offerings. **SECTION: Digital Transformation and Future Readiness** In its quest to continuously enhance efficiency and be future-ready, LSTC is developing and deploying cutting-edge digital tools for quality performance analytics, benchmarking, and strengthening quality management systems. Satellite imaging-based tree plantation area mapping has been accomplished with greater than 90% accuracy for species of your Company’s interest (Eucalyptus, Subabul, Casuarina, Corymbia) that will enable assessment of pulp wood availability. Going forward, LSTC will continue to identify growth opportunities leveraging your Company’s diverse core competencies and R&D insights emerging from close consumer interactions and contemporary science and technology. **SECTION: Proceedings Initiated by the Enforcement Directorate** In the proceedings initiated by the Enforcement Directorate in 1997, the appropriate authority after hearing arguments on behalf of your Company has passed orders in favor of your Company and dropped some of the show cause notices issued by the Directorate. In respect of some of the remaining notices, your Company filed writ petitions challenging their validity. The Honourable Calcutta High Court, by its orders, allowed these writ petitions, and the proceedings in respect of these notices were quashed. The remaining notices are pending. Meanwhile, some of the prosecutions launched by the Enforcement Directorate have been quashed by the Honourable Calcutta High Court while others are pending. **SECTION: Treasury Operations** Your Company’s treasury operations continued to focus on the deployment of surplus liquidity and management of foreign exchange exposures within a well-defined risk management framework. Market interest rates remained volatile during the year, largely driven by global factors such as the US economy’s resilience, which delayed the start of monetary easing by the US Fed and caused interest rates in the US to trend higher. In the backdrop of global volatility, RBI towards the end of September 2023 took steps to tighten liquidity conditions in the Banking system, which reversed the trajectory of domestic interest rates. |
However, interest rates at the longer end declined on the back of robust demand from Foreign Portfolio Investors following the announcement of Indian G-Secs inclusion in JP Morgan’s Emerging Markets Bond Index and lower fiscal deficit target for FY 2024-25. Investment decisions relating to the deployment of surplus liquidity continued to be guided by the tenets of Safety, Liquidity, and Return. Treasury operations focused on proactive rebalancing of portfolio duration and mix in line with the evolving interest rate environment. Further, continuous review and monitoring of creditworthiness, including engagement with market participants, ensured that the investment portfolio was not exposed to undue credit risks. As in earlier years, commensurate with the size of the temporary surplus liquidity under management, treasury operations continue to be supported by appropriate internal control systems, and independent check of 100% of transactions by your Company’s Internal Audit Department. In the currency market, Indian Rupee (INR) witnessed significantly lower volatility compared to the previous financial year. The Dollar Index (DXY), a key indicator of US Dollar (USD) strength, registered modest gains for the financial year but witnessed large two-way movements. INR strength was aided by a large surplus expected in Balance of Payments for the year vis-a-vis deficit in the previous year. Periods of INR weakness were attributed mostly to global factors such as escalation of conflict in the Middle East and US Federal Reserve adopting a ‘higher for longer’ monetary policy stance to meet its mandate of lowering inflation. RBI’s strategic intervention in the forex markets, which gained prominence from September 2023, enabled the reduction in market volatility. To effectively navigate the volatility in currency markets, your Company adopted a proactive risk management strategy and actively managed foreign exchange exposures. **SECTION: Deposits** Your Company’s erstwhile Public Deposit Scheme closed in the year 2000. As at 31st March 2024, there were no deposits due for repayment except in respect of two deposit holders aggregating ₹20,000 which have been withheld on the basis of directives received from the government agencies. There was no failure to make repayments of Fixed Deposits on maturity and the interest due thereon in terms of the conditions of your Company’s erstwhile Schemes. Your Company has not accepted any deposit from the public/members under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year. **SECTION: Directors** **SECTION: Changes in Directors** During the year, with your approval, Ms. Alka Marezban Bharucha and Ms. Pushpa Subrahmanyam were appointed as Independent Directors of your Company for a period of five years with effect from 12th August 2023 and 2nd April 2024, respectively. Further, Messrs. Anand Nayak and Ajit Kumar Seth were re-appointed, with your approval, as Independent Directors of your Company for a period of five years with effect from 13th July 2024. In the opinion of the Board, Ms. Bharucha, Ms. Subrahmanyam, Mr. Nayak, and Mr. Seth possess the required integrity, expertise, and experience for appointment as Independent Directors of your Company. With your approval, Mr. Rahul Jain, representing the Specified Undertaking of the Unit Trust of India (‘SUUTI’), and Mr. Atul Singh, representing Tobacco Manufacturers (India) Limited (‘TMI’), a subsidiary of British America Tobacco p.l.c., were appointed as Non-Executive Directors of your Company for a period of three years with effect from 1st January 2024 and 2nd April 2024, respectively. Mr. Jain has since tendered his resignation with effect from 31st May 2024. Further, Mr. Sanjiv Puri was re-appointed, with your approval, as the Managing Director & Chairman of your Company for a period of five years with effect from 22nd July 2024, and Mr. Hemant Malik was appointed as a Wholetime Director for a period of three years with effect from 12th August 2023. The Board of Directors of your Company (‘the Board’), on the recommendation of the Nomination & Compensation Committee (‘the Committee’), has recommended for the approval of the Members, the appointment of Dr. Alok Pande, representing SUUTI, as a Non-Executive Director of your Company for a period of three years with effect from 27th July 2024. Mr. Sunil Panray, representing TMI, will complete his present term as a Non-Executive Director of your Company on 19th December 2024. The Board, on the recommendation of the Committee, has recommended for the approval of the Members, the re-appointment of Mr. Panray as a Non-Executive Director of your Company for a period of five years with effect from 20th December 2024. Further, Messrs. |
Sumant Bhargavan and Supratim Dutta will complete their present terms as Wholetime Directors of your Company on 11th July 2025 and 21st July 2025, respectively. On the recommendation of the Committee, the Board has recommended for the approval of the Members, the re-appointment of Messrs. Sumant and Dutta as Wholetime Directors of your Company for a period of two years with effect from 12th July 2025 and three years with effect from 22nd July 2025, respectively. Appropriate resolutions seeking your approval to the above are appearing in the Notice convening the 113th Annual General Meeting (‘AGM’) of your Company. Mr. Peter Rajatilakan Chittaranjan, representing the General Insurers’ (Public Sector) Association of India, and Mr. David Robert Simpson, representing TMI, stepped down from the Board with effect from 1st September 2023 and 30th January 2024, respectively. Mr. Nakul Anand completed his term as a Wholetime Director of your Company with effect from 3rd January 2024 after being associated with the ITC Group for over 44 years, including 18 years with your Company. Your Directors place on record their appreciation for the contribution made by Messrs. Chittaranjan, Simpson, and Anand during their tenure with your Company. **SECTION: Retirement by Rotation** In accordance with the provisions of Section 152 of the Companies Act, 2013 (‘the Act’) read with Articles 94 and 95 of the Articles of Association of your Company, Messrs. Sunil Panray and Supratim Dutta will retire by rotation at the ensuing AGM and being eligible, offer themselves for re-election. Your Board has recommended their re-election. **SECTION: Number of Board Meetings** Six meetings of the Board were held during the year ended 31st March 2024. **SECTION: Attributes, Qualifications & Independence of Directors and their Appointment** The Corporate Governance Policy of your Company, inter alia, requires that the Non-Executive Directors be drawn from amongst eminent professionals, with experience in business/finance/law/public administration and enterprises. The Nomination & Compensation Committee has laid down the criteria for determining qualifications, positive attributes, and independence of Directors (including Independent Directors). In case of appointment of Independent Directors, the Nomination & Compensation Committee evaluates the balance of skills, knowledge, and experience on the Board, and also the role and capabilities required for appointment as an Independent Director of your Company. Further, the Board is required to have a balance of skills, competencies, experience, and diversity of perspectives appropriate to your Company in terms of the Policy on Board Diversity. Diversity for this purpose is considered from a number of aspects including, but not limited to, educational and cultural background, nature of professional, administrative and industry experience, skills, knowledge, and gender representation. The skills, expertise, and competencies of the Directors as identified by the Board, along with those available in the present mix of the Directors of your Company, are provided in the ‘Report on Corporate Governance’ forming part of the Report and Accounts. In terms of the applicable regulatory requirements read with the Articles of Association of your Company, the strength of the Board shall not be fewer than six nor more than eighteen. Directors are appointed/re-appointed with the approval of the Members for a period of three to five years or a shorter duration, in accordance with retirement guidelines and as may be determined by the Board from time to time. All Directors, other than Independent Directors, are liable to retire by rotation unless otherwise approved by the Members. One-third of the Directors who are liable to retire by rotation retire every year and are eligible for re-election. The Independent Directors of your Company have confirmed that (a) they meet the criteria of independence prescribed under Section 149 of the Act and Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), (b) they are independent from the management of your Company, and (c) they are not aware of any circumstance or situation which could impair or impact their ability to discharge duties with an objective independent judgment and without any external influence. In the opinion of the Board, the Independent Directors fulfill the conditions prescribed under the Act and the Listing Regulations and are independent of the management of your Company. **SECTION: Remuneration Policy** Details of your Company’s Policy on remuneration of Directors, Key Managerial Personnel, and other employees are provided in the ‘Report on Corporate Governance’ forming part of the Report and Accounts. |
**SECTION: Evaluation of Board, Board Committees, and Individual Directors** Your Company has a structured process for performance evaluation of the Board, Board Committees, and individual Directors. The Nomination & Compensation Committee, as reported in earlier years, has formulated the Policy on Board evaluation, evaluation of Board Committees’ functioning, and individual Director evaluation, and also specified that such evaluation will be done by the Board. In keeping with ITC’s belief that it is the collective effectiveness of the Board that impacts the Company’s performance, the primary evaluation platform is that of collective performance of the Board as a whole. Board performance is assessed, inter alia, against the roles and responsibilities of the Board as provided in the Act, the Listing Regulations, and your Company’s Governance Policy. The parameters for Board performance evaluation have been derived from the Board’s core role of trusteeship to protect and enhance shareholder value as well as to fulfill expectations of other stakeholders through strategic supervision of your Company; such parameters include securing alignment of your Company’s goals with the nation’s economic, ecological, and social priorities, ensuring that your Company has a clearly defined strategic direction for realization of its vision, and supporting your Company’s management to meet challenges arising from the operating and policy environment in the country. Evaluation of the functioning of Board Committees is based on discussions amongst Committee members and shared by the respective Committee Chairmen with the Board. Individual Directors are evaluated in the context of the role played by each Director as a member of the Board at its meetings, in assisting the Board in realizing its role of strategic supervision of the functioning of your Company in pursuit of its purpose and goals. The peer group ratings of the individual Directors are collated by the Chairman of the Nomination & Compensation Committee and made available to the Chairman of your Company. While the Board evaluated its performance against the parameters laid down by the Nomination & Compensation Committee, the evaluation of individual Directors was carried out against the laid down parameters in order to ensure objectivity. The parameters for performance evaluation of individual Directors, inter alia, include the ability to provide thought leadership across the role spectrum, and contribution to Board cohesion, governance, and organizational processes. Reports on the functioning and performance of Committees during the year were placed before the Board. The Independent Directors Committee of the Board also reviewed the performance of the Chairman, other non-Independent Directors, and the Board, pursuant to Schedule IV to the Act and Regulation 25 of the Listing Regulations. **SECTION: Key Managerial Personnel** As stated earlier, Mr. Nakul Anand ceased to be a Wholetime Director of your Company upon completion of term, and Mr. Hemant Malik was appointed as a Wholetime Director of your Company with effect from 12th August 2023. There were no other changes in the Key Managerial Personnel of your Company during the year. **SECTION: Audit Committee & Auditors** The composition of the Audit Committee is provided under the section ‘Board of Directors and Committees’ in the Report and Accounts. **SECTION: Statutory Auditors** Messrs. S R B C & CO LLP, Chartered Accountants (‘SRBC’), were appointed with your approval as the Auditors of your Company for a period of five years till the conclusion of the ensuing AGM. The Board, on the recommendation of the Audit Committee, has recommended for the approval of the Members, the re-appointment of SRBC as the Auditors of your Company for a period of five years from the conclusion of the ensuing 113th AGM till the conclusion of the 118th AGM. On the recommendation of the Audit Committee, the Board has also recommended for the approval of the Members, the appointment and remuneration of SRBC as the Statutory Auditors. **SECTION: Cost Auditors** Your Board, as recommended by the Audit Committee, appointed the following Cost Auditors for the financial year 2024-25: 1. Messrs. ABK & Associates, Cost Accountants, for audit of Cost Records maintained by your Company in respect of ‘Wood Pulp’ and ‘Paper and Paperboard’ products. ``` ``` **SECTION: Messrs. S. Mahadevan & Co.** Cost Accountants were appointed for the audit of Cost Records maintained in respect of all applicable products of your Company, other than ‘Wood Pulp’ and ‘Paper and Paperboard’ products. Pursuant to Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, appropriate resolutions seeking your ratification to the remuneration of the aforesaid Cost Auditors are appearing in the Notice convening the 113th AGM of your Company. |
Your Company maintains necessary cost records as specified by the Central Government under Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014. **SECTION: Secretarial Auditors** Messrs. S. N. Ananthasubramanian & Co., Company Secretaries, were appointed by the Board as the Secretarial Auditors of your Company for the financial year ended 31st March, 2024. The Secretarial Auditors have confirmed that your Company has complied with the applicable laws and that there are adequate systems and processes in your Company commensurate with its size and scale of operations to monitor and ensure compliance with the applicable laws. The Report of the Secretarial Auditors, pursuant to Section 204 of the Act, is provided in the Annexure forming part of this Report. **SECTION: Changes in Share Capital** During the year, 5,67,03,730 Ordinary Shares of ₹1/- each, fully paid-up, were issued and allotted upon exercise of 56,70,373 Options under your Company’s Employee Stock Option Schemes. Consequently, the Issued and Subscribed Share Capital of your Company, as on 31st March, 2024, stands increased to ₹1248,47,21,471/- divided into 1248,47,21,471 Ordinary Shares of ₹1/- each. The Ordinary Shares issued during the year rank pari passu with the existing Ordinary Shares of your Company. **SECTION: Employee Stock Option Schemes** Disclosures with respect to Stock Options, as required under Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (‘the Regulations’), are available in the Notes to the Financial Statements of the Company. The said disclosures forming part of the Financial Statements can also be accessed on your Company’s corporate website http://www.itcportal.com under the section ‘Investor Relations’. During the year, there has been no change in your Company’s Employee Stock Option Schemes. Your Company’s Secretarial Auditors have certified that the Employee Stock Option Schemes of your Company have been implemented in accordance with the Regulations and the resolutions passed by the Members in this regard. **SECTION: Investor Service Centre** The Investor Service Centre of your Company (‘ISC’), accredited with ISO 9001:2015 certification, is registered with the Securities and Exchange Board of India as a Category II Share Transfer Agent. ISC remains committed to maintaining the highest standards of investor servicing, consistently ensuring best-in-class services for shareholders and investors, while adhering to the applicable statutory requirements. ISC continues to invest in upgradation of its infrastructure, systems and technology in order to keep them contemporary. **SECTION: Related Party Transactions** All contracts or arrangements entered into by your Company with its related parties during the financial year were in accordance with the provisions of the Companies Act, 2013 and the Listing Regulations. All such contracts or arrangements were approved by the Audit Committee. No material contracts or arrangements with related parties within the purview of Section 188(1) of the Act were entered into during the year under review. Further, the prescribed details of related party transactions of your Company in Form No. AOC – 2, in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, are given in the Annexure to this Report. **SECTION: Directors’ Responsibility Statement** As required under Section 134 of the Companies Act, 2013, your Directors confirm having: - a) followed in the preparation of the Annual Accounts, the applicable accounting standards with proper explanation relating to material departures, if any; - b) selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period; - c) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; - d) prepared the Annual Accounts on a going concern basis; - e) laid down internal financial controls to be followed by your Company and that such internal financial controls were adequate and were operating effectively; and - f) devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. |
**SECTION: Consolidated Financial Statements** Your Company’s Board of Directors is responsible for the preparation of the consolidated financial statements of your Company and its Subsidiaries (‘the Group’), Associates and Joint Venture entities, in terms of the requirements of the Companies Act, 2013 (the Act) and in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under Section 133 of the Act. The respective Boards of Directors of the companies included in the Group and of its associates and joint venture entities are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of each company and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Such financial statements have been used for the purpose of preparation of the consolidated financial statements by the Board of Directors of your Company, as aforestated. **SECTION: Other Information** Compliance with the conditions of Corporate Governance: The certificate from your Company’s Statutory Auditors, Messrs. S R B C & CO LLP, confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations, is annexed. **SECTION: Going Concern Status** There was no significant or material order passed during the year by any regulator, court or tribunal impacting the going concern status of your Company or its future operations. **SECTION: Dividend Distribution Policy** The Dividend Distribution Policy of your Company may be accessed on its corporate website at https://www.itcportal.com/about-itc/policies/dividend-distribution-policy.pdf. **SECTION: Annual Return** The Annual Return of your Company is available on its corporate website at https://www.itcportal.com/investor/disclosures-under-SEBI.aspx. **SECTION: Particulars of Loans, Guarantees or Investments** Details of loans and investments covered under the provisions of Section 186 of the Companies Act, 2013 are provided in Notes 4, 5, and 9 to the Financial Statements. No guarantees were outstanding as at the year end. **SECTION: Particulars Relating to Conservation of Energy and Technology Absorption** Particulars as required under Section 134 of the Companies Act, 2013 relating to Conservation of Energy and Technology Absorption are also provided in the Annexure to this Report. **SECTION: Compliance with Secretarial Standards** Your Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act. **SECTION: Employees** The total number of employees as on 31st March, 2024, stood at 24,567. There were 350 employees, who were employed throughout the year and were in receipt of remuneration aggregating ₹102 lakh or more or were employed for part of the year and were in receipt of remuneration aggregating ₹8.5 lakh per month or more during the financial year ended 31st March, 2024. The information required under Section 197(12) of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of this Report. **SECTION: Key Financial Ratios** Key Financial Ratios for the financial year ended 31st March, 2024, are provided in the Annexure forming part of this Report. **SECTION: Forward-Looking Statements** This Report contains forward-looking statements that involve risks and uncertainties. When used in this Report, the words ‘anticipate’, ‘believe’, ‘estimate’, ‘expect’, ‘intend’, ‘will’ and other similar expressions as they relate to your Company and/or its Businesses are intended to identify such forward-looking statements. Your Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Actual results, performances or achievements could differ materially from those expressed or implied in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of their dates. This Report should be read in conjunction with the financial statements included herein and the notes thereto. **SECTION: Conclusion** Your Company’s ‘Triple Bottom Line’ philosophy has over the years spurred the creation of innovative business models that synergise the building of economic, environmental and social capital. It is now universally evident that enterprises of the future will not only have to be agile, consumer-centric, innovative and digital-first but also purpose-driven and responsibly competitive. |
Your Company’s superordinate goal of serving larger national priorities and creating value for all stakeholders has evolved into a new paradigm - ‘Responsible Competitiveness’ - that focuses on extreme competitiveness but in a manner that replenishes the environment and supports sustainable livelihoods. The strategic Vision of creating multiple drivers of growth through the pursuit of market opportunities that best match institutional strengths, has resulted in the development of strong Businesses of the future anchored on a portfolio of purpose-led brands, future-ready products and world-class quality. Today, your Company is the leading FMCG marketer in India, a pre-eminent hotel chain and a globally acclaimed icon in green hoteliering, the clear market leader in the Indian Paperboards and Packaging industry, a pioneering trailblazer in farmer and rural empowerment through its Agri Business and a global exemplar in sustainable business practices. Since the turn of the millennium, your Company’s non-cigarettes businesses have grown over 31-fold and presently constitute about two-thirds of Net Segment Revenue. At the heart of this transformation lies the power of synergy, with seamless access for your Company’s new Businesses/initiatives to the deep and varied capabilities resident across different parts of the enterprise, and its world-class talent pool. An extensive strategy reset has been undertaken in recent years to architect the structural drivers that will power the ITC Next strategy of building a Future-Ready, Consumer-Centric, Climate Positive and Inclusive organisation anchored on the Responsible Competitiveness paradigm. In recent years, the FMCG Businesses have delivered strong revenue growth along with significant margin expansion and are well poised to be rapidly scaled up. Multi-dimensional interventions have been made to strengthen the FMCG Businesses for sustained profitable growth. The product portfolio of your Company has been further strengthened in alignment with new opportunities and enterprise strengths with sharper focus on fortifying the core businesses, addressing adjacent opportunities leveraging Mother Brands and building emerging businesses for the future. To accentuate consumer-centricity, agility and enable sharper focus in the context of the growing scale and complexity of operations, the Branded Packaged Foods Businesses have been reorganised into product market centric clusters with integrated and empowered teams. Focused interventions made in the recent past have also augmented your Company’s multi-channel go-to-market capability, resulting in manifold expansion in the reach and availability of its products. Over the last five years, market and outlet coverage have grown 2.5x and 1.4x respectively while the network of stockists has expanded to 8x during the same period. Sharp-focused investments have augmented capability in emerging channels such as e-Commerce and Modern Trade, resulting in strong growth in sales and enhanced market standing. In addition, investments towards accelerating agile and purposeful innovation, optimising supply chain efficiencies, accelerated digital adoption, and strategic partnerships have significantly enhanced competitiveness. The impact of these multi-dimensional interventions is evident in the substantial margin expansion of 560 bps in Segment EBITDA over the last five years even in the face of severe inflationary headwinds. The FMCG Businesses will continue to leverage your Company’s institutional strengths as a key source of sustainable competitive advantage viz. strong backward linkages with the Agri Business, a deep & wide multi-channel distribution network, cuisine knowledge resident in the Hotels Business, packaging knowhow and the robust R&D platforms nurtured by LSTC. Structural advantages arising out of distributed manufacturing footprint, anchored on state-of-the-art ICMLs strategically located proximal to large demand centres, will be increasingly leveraged to drive rapid growth of the FMCG Businesses. With enhanced scale and margin expansion, the FMCG Businesses are expected to make increasingly higher contributions to your Company’s profit pool, thereby setting the stage for further value enhancement opportunities. The Agri Business has been a strong backbone and a key source of competitive advantage for your Company’s FMCG and Cigarettes Businesses. The scope and scale of operations have grown manifold over the years and currently encompass nearly 3 million tonnes of annual volume throughput in 22 states and over 20 agri-value chains. In recent years, the Business has pivoted its strategic focus towards rapidly scaling up its Value-Added Agri Products portfolio to accelerate growth and margins. With policy enablers in place, your Company is developing NextGen agriculture value chains that are digitally enabled and climate smart, and re-structuring the back end into a robust network of Farmer Producer Organisations. |
This will further strengthen the sourcing network and facilitate the development of customised supply chains for traceable and identity-preserved sourcing of agri-commodities and in augmenting the product portfolio with the addition of value-added products such as staples for the Food Service segment, fresh and frozen fruits & vegetables, medicinal and aromatic plant extracts etc. Towards enhancing the competitiveness of domestic agri-value chains, fostering new business models and augmenting value creation opportunities, your Company has successfully scaled up ITCMAARS – a crop-agnostic ‘phygital’ full stack AgriTech platform integrating NextGen agri-technologies and solutions – to seamlessly deliver hyperlocal and personalised solutions to the farming community whilst creating new and scalable revenue streams and strengthening sourcing efficiencies. The Paperboards, Paper and Packaging Businesses have made significant progress in recent years in terms of enhanced scale and profitability improvement. Strategic investments have been stepped up in areas such as pulp import substitution, proactive capacity augmentation in Value-Added Paperboards segment, decarbonisation of operations, deployment of Industry 4.0 technologies and towards nurturing robust innovation platforms. The focus going forward is to fortify market leadership in the fast-growing Value-Added Paperboards segment by augmenting scale, driving cutting-edge innovation to rapidly scale-up single use plastic substitutes as a new vector of growth, building structural advantage through product mix enrichment and scaling up the use of emergent technologies such as Industry 4.0 to enhance operational efficiency, reduce wastage and costs. The Hotels Business has over the years established a strong footprint of iconic properties and F&B brands on the back of an investment-led growth strategy. In recent years, the strategy has been reset to pursue an ‘asset-right’ growth path and augment revenue streams while simultaneously leveraging your Company’s world-class properties and iconic cuisine brands to drive growth. Investments have been stepped up to harness the power of Digital to enhance guest experience, efficiency and productivity across all nodes of the value chain. As stated in earlier years, your Company had been evaluating alternate structures for the Hotels Business to enable the next horizon of growth and value creation. In furtherance of this strategy, during the year, the Board of Directors of your Company approved a Scheme of Arrangement amongst your Company and ITC Hotels Limited providing, inter alia, for demerger of the Hotels Business of your Company into ITC Hotels Limited. While the Stock Exchanges have given their respective No-Objections, the Scheme is subject to other requisite approvals including approval of the National Company Law Tribunal, Kolkata Bench. Your Company continues to build a dynamic ‘Future-Tech’ enterprise powered by state-of-the-art digital technologies and infrastructure (‘Mission DigiArc’) across the value chain adding significant impetus to digital marketing, digital commerce, digital products and digital operations. Your Company today, is a pioneer in adoption of cutting-edge digital technologies across strategic impact areas spanning Consumer Experience, Business Model Transformation, Smart Operations and Employee Experience. Foundational initiatives such as ‘DigiNext’ and ‘Young Digital Innovator’s Lab’ are accelerating your Company’s digital journey and inculcating a data driven and ‘digital first’ culture across the organisation. Sustainability continues to be a critical focus area. Your Company is actively pursuing its bold Sustainability 2.0 agenda comprising multi-dimensional interventions in decarbonisation, building green infrastructure, scaling up carbon sequestration, promoting climate-smart and regenerative agriculture. Restoring biodiversity through nature-based solutions, enhancing water stewardship, creating an effective circular economy and sustainable packaging solutions, building climate resilience & adaptive capacity of value chains and developing inclusive value chains that can support 10 million livelihoods by 2030. Disruptive business models and value propositions anchored at the intersection of future frontiers of Digitalisation and Sustainability form an integral part of your Company’s strategic roadmap going forward. NextGen business models such as ITCMAARS in the agri-ecosystem, tech-enabled cloud kitchens in the food service space, sustainable paperboards and packaging solutions customised for end-use with focus on single use plastic substitutes, are being piloted/progressed to actualise these opportunities. Value-accretive acquisitions, joint ventures and collaborations continue to be proactively pursued towards accelerating growth and value creation. ``` ``` **SECTION: Global Operating Environment** The global operating environment has become increasingly complex, uncertain, and volatile. In the wake of several upheavals witnessed over the last few years, there is now a spectre of ‘permacrisis’—an extended period of crisis from a series of extremely disruptive events, including the pandemic, extreme weather events caused by climate change, geopolitical tensions, and severe inflationary pressures. This is exacerbated by the phenomenon of ‘polycrisis’, signifying the simultaneous occurrence of several crises. India remains one of the few bright spots in an increasingly volatile and unpredictable world. |
With structural drivers of growth firmly in place, India is positioned to play a larger role on the global stage going forward. Your Company, with its robust and dynamic strategy pillars, is well poised to rapidly scale up and enhance its market standing across operating segments. The resilience, agility, and adaptive capacity demonstrated by your Company is a testament to the talent, determination, and untiring efforts of its dedicated professionals, associates, and partners. Your Company’s diverse talent pool of professional entrepreneurs, ‘proneurs’, have the unique opportunity to nurture categories, products, and brands from ideation to execution. This talent pool is being harnessed not only to create winning products and services for today but also to seize larger opportunities as they emerge from the expanding horizons of your Company’s businesses. Your Company’s Board and employees are inspired by the vision of sustaining your Company’s position as one of India’s most admired and valuable companies, creating enduring value for all stakeholders, including shareholders and Indian society. The vision of enlarging your Company’s contribution to the Indian economy is driven by its ‘Nation First: Sab Saath Badhein’ credo, anchored on the core values of Trusteeship, Transparency, Empowerment, Accountability, and Ethical Citizenship, which are the cornerstones of your Company’s Corporate Governance philosophy. Inspired by this vision, driven by values, and powered by internal vitality, your Directors and employees look forward to the future with confidence and stand committed to creating an even brighter future for all stakeholders. **SECTION: Annexure to the Report of the Board of Directors** **SECTION: For the Financial Year Ended 31st March, 2024** **SECTION: Annual Report on Corporate Social Responsibility (CSR) Activities of the Company** **SECTION: 1. CSR Policy - Brief Outline and Overview** It is ITC’s policy to direct its CSR programmes towards achieving one or more of the following: - Poverty alleviation - Promoting education and skill development - Promoting healthcare, including preventive healthcare - Providing sanitation and drinking water - Ensuring environmental sustainability - Enabling climate resilience - Undertaking rural development projects - Creating livelihoods for people, especially those from disadvantaged sections of society - Protecting national heritage, art, and culture - Preserving and promoting music and sports - Providing relief and assistance to victims of disasters and calamities In pursuit of the above, ITC has identified the following focus areas for its CSR programmes based on comprehensive need assessment surveys of its stakeholders: 1. Create sustainable livelihoods and alleviate poverty through water stewardship and management of natural resources, sustainable agriculture, climate-smart practices, afforestation, livestock development, and women empowerment. 2. Build capabilities for tomorrow through interventions in education, skilling, micro-enterprises, and healthy habitations through sanitation, school WASH (Water, Sanitation & Hygiene), and waste management. 3. Promote healthcare, including preventive healthcare, and improve the critical nutritional and health status of at-risk populations through interventions to strengthen mother and child health, nutrition, and affordable access to basic healthcare services. 4. Protect national heritage, art, and culture, and preserve and promote music and sports. 5. Provide relief and assistance to victims of disasters and calamities. The CSR Policy of the Company may be accessed on its corporate website at [ITC CSR Policy](https://www.itcportal.com/about-itc/policies/corporate-social-responsibility-policy.aspx). **SECTION: 2. Role of the CSR and Sustainability Committee** The role of the CSR and Sustainability Committee is to review, monitor, and provide strategic direction to the Company’s CSR and sustainability practices towards fulfilling its triple bottom line objectives. The Committee seeks to guide the Company in crafting unique models to transform lives and landscapes by supporting the creation of sustainable livelihoods together with environmental regeneration. Formulation and monitoring of the CSR Policy, annual CSR Action Plan, and Sustainability Policies, including making recommendations to the Board as necessary, form part of the role of the Committee. **SECTION: 3. CSR Programmes / Projects** The two most important stakeholders for ITC’s CSR programmes/projects are: - Rural communities, primarily in the Company’s Agri Business areas. - Communities residing in close proximity to the Company’s production units. The Company’s stakeholder profile is varied, calling for an integrated approach to development comprising several layers of interventions summarized below, in line with Schedule VII to the Companies Act, 2013: **SECTION: i. Promoting Preventive Healthcare, Sanitation & Poverty Alleviation (Schedule VII – i)** - **Health and Nutrition:** Focus on preventive aspects through maternal and child care (MCH) & nutrition awareness and counselling by leveraging institutions like Anganwadis, Asha workers, and the network of women Village Health Champions (VHC). |
Strengthen healthcare-related services by supplementing primary & secondary infrastructure, upgrading Primary Health Centres (PHC), and providing access to healthcare through mobile services & other interventions. - **Waste Management:** Create a clean and healthy environment through awareness & behaviour change for individual & community responsibility, facilitate source segregation & recycling of dry & wet waste, management of liquid waste, and enable sustainable livelihoods for rag pickers & waste collectors. - **Sanitation:** Promote a hygienic environment through the prevention of open defecation and reduce the incidence of waterborne diseases. The focus of the interventions is on enhancing awareness and impacting behaviour change on Water, Sanitation & Hygiene (WASH). Facilitate health-impacting social and civic infrastructure initiatives like improved sanitation and hygiene in the neighbourhood of the Company’s catchments. - **Poverty Alleviation:** Support the needy and poor through interventions that enable income generation and provide access to basic needs like clothing, food, etc., as needed. **SECTION: ii. Promoting Education, Vocational Skills and Livelihood Enhancement (Schedule VII – ii)** - **Education:** Provide children with access to education, including Early Child Care Education, with a focus on enrolment, learning retention, and improved pedagogy. Work with the government to enhance the capacities of institutions like Anganwadis. - **Skills:** Build and upgrade the skills of youth with the emerging needs of the job market across sectors and entrepreneurial opportunities. - **On-farm and Off-farm livelihoods:** Enhance incomes of farmers and their families by widening income generation opportunities through social and agro-forestry, fruit plantations, and livestock development covering both large and small ruminants, including poultry and fisheries. Facilitate capability building through a comprehensive package of extension services. **SECTION: iii. Economic Empowerment of Women (Schedule VII – iii)** Provide a range of gainful employment and individual & group entrepreneurial opportunities to women through empowerment and capacity building programmes, strengthening financial literacy, and providing access to loans, grants, insurance & social security. **SECTION: iv. Ensuring Environmental Sustainability (Schedule VII – iv)** - **Water Stewardship:** Promote local management of water resources by facilitating community-based participation in planning & executing watershed projects and soil & moisture conservation, river-basin level interventions, and enabling extensive use of water-efficient agricultural practices and treated water. - **Social Forestry:** Provide food, fuel & fodder security to farmers through social and agro-forestry interventions. - **Biodiversity:** Strengthen ecosystem services provided by nature, including provisioning and regulatory services focused on restoring commons. - **CII-ITC Centre of Excellence for Sustainable Development:** Enable other businesses/organisations in India to create enduring value on a sustainable basis by embedding the imperatives of sustainable development in their strategies & processes. **SECTION: v. Protection of National Heritage, Art & Culture (Schedule VII – v)** Revive and restore vanishing musical sub-genres by enlisting the goodwill of some of the finest musicians through institutions like the ITC Sangeet Research Academy (ITC SRA), established in 1977 as an embodiment of the Company’s sustained commitment to a priceless national heritage. **SECTION: vi. Training to Promote Rural Sports, Nationally Recognised Sports, Paralympic Sports and Olympic Sports (Schedule VII – vii)** Promote sports for the holistic development of children by working closely with schools. **SECTION: vii. Research in Science, Technology, Engineering and Medicine Aimed at Promoting Sustainable Development Goals (Schedule VII – ix-b)** Leverage the technical expertise of premier institutions through partnerships and support R&D activities in the areas of science, technology, engineering, environment, agriculture, and health aimed at promoting Sustainable Development Goals (SDGs). **SECTION: viii. Rural Development (Schedule VII – x)** - **Sustainable and Climate Smart Agriculture:** Introduce advanced knowledge & technologies through a package of practices, increase awareness of farmers on optimum use of natural resources to increase farm incomes, minimise cost of cultivation, and make agriculture resilient to increasing climate challenges. **SECTION: Knowledge Empowerment** Enable farmers and farmer collectives to make informed choices by providing relevant and real-time information on local weather reports, customised knowledge & best practices on scientific farming and farm management, commodity prices, and risk management. **SECTION: Agri-extension / Services** Encourage sustainable agricultural practices through various extension platforms to enable access to relevant farm mechanisation technologies & implements, as well as institutional support mechanisms and linkages to government schemes, especially for small farm holdings, to enhance farm productivity and farm-based incomes. **SECTION: Disaster Assistance (Schedule VII – xii)** Provide relief, especially to the poor and vulnerable sections of society who face severe disruption to their livelihoods in the event of disasters and calamities, directly or through government bodies. **SECTION: 2. Composition of the CSR and Sustainability Committee as on 31st March, 2024** | Sl. No. |
| Name of Director | Designation / Nature of Directorship | Number of meetings of CSR and Sustainability Committee held during the year | Number of meetings of CSR and Sustainability Committee attended during the year | |---------|------------------|-------------------------------------|--------------------------------------------------------------------------|--------------------------------------------------------------------------| | 1 | S. Puri (Chairman of the Committee) | Chairman & Managing Director | 3 | 3 | | 2 | M. Gupta | Non-Executive Director | 3 | 3 | | 3 | R. Jain | Non-Executive Director | N.A. | N.A. | | 4 | S. Panray | Non-Executive Director | 3 | 3 | | 5 | N. Rao | Independent Director | 3 | 3 | | 6 | A. K. Seth | Independent Director | 3 | 3 | | 7 | M. Shankar | Independent Director | 3 | 3 | 1 Appointed Member w.e.f. 1st January, 2024. **SECTION: 3. Web-link(s) for CSR and Sustainability Committee Composition, CSR Policy, and CSR Projects** [ITC CSR and Sustainability](https://www.itcportal.com/sustainability/corporate-social-responsibility.aspx) **SECTION: 4. Executive Summary and Web-link(s) of Impact Assessment of CSR Projects** **SECTION: Executive Summary – Impact Assessment of ITC's CSR Programmes for the Financial Year 2023-24** **SECTION: Brief Description** ITC implements its CSR programmes across the country under a Two Horizon approach aimed at holistic development of communities. **SECTION: Thematic Areas / Programmes** The specific themes covered under the Two Horizon approach include: - **Horizon – I:** Strengthening today’s livelihoods - Climate Smart Agriculture - Water Stewardship Programme - Biodiversity - Social Forestry - **Horizon – II:** Building Capabilities for Tomorrow - Public Health: Sanitation and Waste Management - Public Health: Mother and Child Health and Nutrition - Support to Education: Infrastructure support, School WASH, and Learning levels - Skilling of Youth - Women Empowerment - Financial Literacy and SHGs **SECTION: Projects Covered** 49 projects with a budget of more than ₹1 crore each during the financial year 2021-22 were taken up for impact assessment. The purpose of these impact assessment studies was to assess the impact of the CSR projects and learn from the findings to make course corrections, where required, and to feed into future programme designing. **SECTION: Projects Duration** FY 2021-22 **SECTION: States** The assessment covered interventions in the States of Andhra Pradesh, Assam, Bihar, Delhi, Jammu and Kashmir, Karnataka, Punjab, Madhya Pradesh, Maharashtra, Rajasthan, Tamil Nadu, Telangana, Uttar Pradesh, and West Bengal. The studies also covered the aspirational districts programme done in partnership with NITI Aayog and with Madhya Pradesh State Rural Livelihood Mission (MPSRLM). **SECTION: Impact Assessment Agencies** These impact assessments were done by the following seven external agencies selected through a competitive bidding process, assigned specific projects/geographies for assessment: - BIRD Innovative Research and Development Private Limited, Delhi - Blue Sky Sustainable Business, Bengaluru - CRISIL Private Limited, Mumbai - Renalysis Consultants Private Limited, Ahmedabad - Sambodhi Research and Communications Private Limited, Noida - SoStakes Services Private Limited, Bengaluru - Surge Impact Foundation, Hyderabad **SECTION: Period of Study** FY 2023-24 **SECTION: Methodology** The agencies took up studies through a mixed-method approach covering quantitative and qualitative data collection. A statistically significant sample size was covered under each project. **SECTION: Major Impacts Recorded by the Impact Studies** **SECTION: Horizon – I** Overall, the projects assessed under Horizon - I were found to be relevant, effective, efficient, and sustainable. They have contributed to higher incomes for farmers and enabled climate adaptation and conservation of natural resources. - **Climate Smart Agriculture:** The study in Assam, Madhya Pradesh, Maharashtra, Punjab, Rajasthan, and Tamil Nadu showed post-intervention improvements in average yields of major crops like wheat, paddy, and soyabean. Compared to control, yield improvements were 20%, 10%, and 104% respectively. In soyabean, higher differences against control were due to programme plots withstanding high rainfall damage due to the practices promoted. Cost of cultivation reduced by around 9% and 15% for wheat and paddy respectively. Net income for farmers was higher by 89%, 57%, and 41% in wheat, paddy, and soyabean respectively. - **Water Stewardship:** Studies in Assam, Madhya Pradesh, Maharashtra, Punjab, Rajasthan, and Tamil Nadu showed 94% of respondents confirming increased water availability due to watershed initiatives. 90% of the project group reported year-round cultivation was possible due to increased water availability. - **Biodiversity:** Charagah Vikas Samitis (CVS) are community institutions promoted for biodiversity conservation work in Rajasthan. 86% of beneficiaries who rear animal husbandry could avail fodder from biodiversity plots. - **Social Forestry:** Tree plantation under the Social Forestry programme has resulted in improving household income. 84% of programme farmers reported income improvement. |
**SECTION: Horizon – II** Projects evaluated under Horizon - II were found to be of high relevance and positively impacting the lives of children, youth, women, and communities residing in factory catchments. - **Women Empowerment:** Studies in Rajasthan and Tamil Nadu revealed significant improvements in savings habits and access to loans among women from the project group compared to the control group. **SECTION: Conclusion** The impact assessments demonstrate the effectiveness of ITC's CSR initiatives in addressing critical social and environmental issues, contributing to sustainable development, and enhancing the quality of life for various stakeholders. ``` ``` **SECTION: Targeted Hardcore Poor Programme (THP)** In the Targeted Hardcore Poor programme (THP) for ultra-poor women, there is a notable shift towards entrepreneurial activities, covering both agri-business (37.9% as compared to 5.8% in the control group) and non-agri-business (39.2% as compared to 9% in the control group) leading to additional income. Over 75% of the women from the programme have reported net income increase in the range of ₹5,000 to ₹20,000 per month after the intervention. 83% of the women from the project group were covered under health insurance schemes as compared to only 19% in the control group. **SECTION: Support to Education** The Read India Programme evaluated in Tamil Nadu had over 70% children in the project group stating significant improvement in learning levels in both Language and Mathematics compared to 30% in the control group. Water, Sanitation and Hygiene (WASH) interventions in schools were evaluated in Andhra Pradesh, Bihar, and Telangana. Findings revealed that 90% of project schools now have separate toilet facilities for boys and girls as compared to only 25% in the control group. **SECTION: Impact Assessment** In another study conducted in Assam, Punjab, and Tamil Nadu, it is seen that almost 100% of project schools have handwashing facilities with water availability, while it is only 35% in control schools. 73% of the girls from project schools confirmed availability of sanitary napkins in schools as compared to only 17% in the control group. 76% of the students in project schools confirmed that WASH facilities in schools have led to a reduction in the incidence of dropouts of girl children from schools. **SECTION: Waste Management** In the Solid Waste Management (SWM) programme, the study done in Punjab and Tamil Nadu indicated that almost 100% of sampled households in intervention areas practice source segregation of waste as against only 41% in control. Improvement in overall hygiene was felt by most of the respondents, and 40% of beneficiaries also felt that their medical expenses had reduced. Under the Well-being Out of Waste programme, the initiative in Delhi was studied where 89% of households surveyed mentioned practicing source segregation, which is a significant improvement from 6% before the intervention. The motivating factors for source segregation are mainly awareness of SWM, availability of separate bins for waste disposal at households, and awareness campaigns. **SECTION: Health** In the programme on Mother and Child Health and Nutrition (MCHN), the study done in West Bengal revealed that a higher proportion of pregnant women (82.4%) were registered for Antenatal Care (ANC) compared to control (75%). 100% of the women registered for ANC adhered to health monitoring procedures. 97% of adolescent girls in the project group have had their BMI checked, as compared to 83% in the control group. Due to health awareness and higher antenatal check-ups, there was a lesser incidence of high blood pressure during pregnancy, which is one of the critical issues faced by women. **SECTION: Skilling of Youth** The study done for the vocational training programme in Assam and Tamil Nadu revealed that the programme has helped youth to develop certain job skills and communication skills to a great extent. 85% of the youth got successfully placed after completion of training within a period of 1-3 months, with 72% of the youth getting a job in the field of their training. Another study conducted in Andhra Pradesh for the Guntur region shows that the healthcare and hospitality sectors achieved 100% placements, followed by automotive, which was 97%. In a study conducted in West Bengal and Jammu & Kashmir, 99% of the youth covered through the programme reported an increase in monthly household income after the intervention because of the salaries they earned post-placement. |
**SECTION: Financial Summary** (a) Average net profits of the Company as per Section 135(5): ₹20,173.67 crores (b) Two percent of the average net profits of the Company as per Section 135(5): ₹403.47 crores (c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: Nil (d) Amount required to be set off for the financial year, if any: Nil (e) Total CSR obligation for the financial year [(b)+(c)-(d)]: ₹403.47 crores **SECTION: CSR Expenditure** (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): ₹380.44 crores (b) Amount spent in Administrative Overheads: ₹20.20 crores (c) Amount spent on Impact Assessment, if applicable: ₹3.41 crores (d) Total amount spent for the Financial Year [(a)+(b)+(c)]: ₹404.05 crores (e) CSR amount spent or unspent for the Financial Year: - Total Amount spent for the Financial Year (in ₹): 404.05 crores - Total Amount transferred to Unspent CSR Account as per Section 135(6): Not Applicable - Amount transferred to any fund specified under Schedule VII as per second proviso to Section 135(5): Not Applicable (f) Excess amount for set-off, if any: - Sl. No., Particular, Amount (in ₹): (i) Two percent of average net profits of the Company as per Section 135(5): ₹403.47 crores (ii) Total amount spent for the Financial Year: ₹404.05 crores (iii) Excess amount spent for the Financial Year [(ii)-(i)]: ₹0.58 crore (iv) Surplus arising out of the CSR projects or programmes or activities of the previous Financial Years, if any: Nil (v) Amount available for set off in succeeding Financial Years [(iii)-(iv)]: ₹1.93 crores **SECTION: Details of Unspent Corporate Social Responsibility amount for the preceding three Financial Years** Sl. No., Preceding Financial Year(s), Amount transferred to Unspent CSR Account under Section 135(6) (in ₹), Balance Amount in Unspent CSR Account under Section 135(6) (in ₹), Spent in the Financial Year (in ₹), Amount transferred to a Fund as specified under Schedule VII as per second proviso to Section 135(5), if any, Amount (in ₹), Deficiency, if any: 1. 2022-23, 23.10 crores, 17.39 crores, 5.71 crores, NIL, 17.39 crores, NIL 2. 2021-22, 3.90 crores, Nil, Nil, Not Applicable, **SECTION: Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year** Yes / No If Yes, enter the number of Capital assets created / acquired: Not Applicable **SECTION: Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year** Sl. No., Short particulars of the property or asset(s) [including complete address and location of the property], Details of entity / Authority / beneficiary, Pincode of the property, Amount of CSR, Date of creation of asset(s), CSR Registration Number, if applicable: 1. Not Applicable, Not Applicable, Not Applicable, Not Applicable, Not Applicable, Not Applicable, Not Applicable, Not Applicable **SECTION: Specify the reason(s), if the Company has failed to spend two percent of the average net profits as per Section 135(5)** Not Applicable On behalf of the Board S. PURI Chairman – CSR and Sustainability Committee (DIN: 00280529) Kolkata, India 23rd May, 2024 S. DUTTA Director & Chief Financial Officer (DIN: 01804345) **SECTION: Annexure to the Report of the Board of Directors** **SECTION: FORM NO. MR-3** **SECTION: SECRETARIAL AUDIT REPORT** **SECTION: FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2024** [Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To, The Members, ITC Limited CIN: L16005WB1910PLC001985 Virginia House, 37 Jawaharlal Nehru Road, Kolkata - 700 071 We have conducted Secretarial Audit of compliance with the applicable statutory provisions and adherence to good corporate practices by ITC Limited (hereinafter called ‘the Company’) for the Financial Year ended 31st March, 2024. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of the Company’s books and papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents, and authorised representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the Financial Year ended 31st March, 2024, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter. |
We have examined the books and papers, minute books, forms and returns filed and other records maintained by the Company for the Financial Year ended 31st March, 2024 according to the provisions of: 1. The Companies Act, 2013 (‘the Act’) and the Rules made thereunder; 2. The Securities Contracts (Regulation) Act, 1956 and the Rules made thereunder; 3. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; 4. The Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment and Overseas Direct Investment; 5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992: 1. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; 2. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; 3. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 – Not applicable as there was no reportable event during the financial year under review; 4. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; 5. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 – Not applicable as there was no reportable event during the financial year under review; 6. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 - The Company’s in-house Investor Service Centre is registered with the SEBI as Category II Share Transfer Agent; 7. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 – Not applicable as there was no reportable event during the financial year under review; 8. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 – Not applicable as there was no reportable event during the financial year under review; 9. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Management has identified and confirmed the following laws as being specifically applicable to the Company: 1. The Tobacco Board Act, 1975 and the Rules and Regulations made thereunder; 2. The Cigarettes and Other Tobacco Products (Prohibition of Advertisement and Regulation of Trade and Commerce, Production, Supply and Distribution) Act, 2003 and the Rules made thereunder, and other laws relating to manufacture and sale of Tobacco; 3. The Food Safety and Standards Act, 2006 and the Rules and Regulations made thereunder; 4. The Drugs and Cosmetics Act, 1940 and the Rules made thereunder. We have also examined compliance with the applicable clauses of the following: 1. Secretarial Standards with respect to Meetings of Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India; 2. Listing Agreements entered into by the Company with BSE Limited, National Stock Exchange of India Limited and The Calcutta Stock Exchange Limited (‘the Stock Exchanges’). We report that during the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above. We further report that: 1. The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, and Independent Directors including Women Independent Directors. Changes in the composition of the Board of Directors that took place during the year under review were carried out in compliance with the provisions of the Act; 2. Adequate notice is given to all Directors to convene the Board Meetings; agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting; 3. All the decisions of the Board and Committees thereof were carried through with requisite majority. We further report that based on review of the compliance mechanism established by the Company, we are of the opinion that there are adequate systems and processes in place in the Company which are commensurate with its size and operations, to monitor and ensure compliance with the applicable Laws, Rules, Regulations and Guidelines. |
We further report that during the financial year under review, no event has occurred having a major bearing on the Company’s affairs in pursuance of the above referred Laws, Rules, Regulations, Guidelines, Standards, etc., except as follows: **SECTION: I.** The Board of Directors of the Company on 14th August, 2023, subject to necessary approvals, considered and approved the Scheme of Arrangement amongst ITC Limited and ITC Hotels Limited (‘ITCHL’) and their respective shareholders and creditors under Sections 230 to 232 read with the other applicable provisions of the Act (‘Scheme’) for demerger of the Company’s Hotels Business into ITCHL. The Stock Exchanges have given their no-objection to the Scheme. Further, the National Company Law Tribunal, Kolkata Bench, vide Order dated 22nd April, 2024, has directed to convene a Meeting of the Ordinary Shareholders of the Company on Thursday, 6th June, 2024 for the purpose of considering, and if thought fit, approving the Scheme. **SECTION: II.** Acquisition of 36,26,633 Equity Shares of ₹10 each of International Travel House Limited (‘ITHL’), and 90,000 Equity Shares of ₹100 each of Maharaja Heritage Resorts Limited (‘MHRL’), at aggregate book value of ₹21,21,58,031 and ₹90,00,000, respectively, on 22nd March, 2024 from Russell Credit Limited, a wholly owned subsidiary. Consequently, the Company’s shareholding in ITHL and MHRL aggregated 48.96% and 50% of their respective paid-up share capital. **SECTION: III.** Issue and allotment of 5,67,03,730 Ordinary Shares of ₹1 each, fully paid-up, upon exercise of Stock Options under the Employee Stock Option Schemes of the Company, from time to time. **SECTION: IV.** Divestment of the Company’s entire shareholding i.e., 26% of paid-up share capital, in Espirit Hotels Private Limited (‘Espirit’) on 7th April, 2023. Consequently, Espirit ceased to be a Joint venture of the Company with effect from the said date. **SECTION: V.** Acquisition of 2,443 Equity Shares of ₹10 each and 9,571 Compulsorily Convertible Preference Shares of ₹10 each, in the aggregate, of Sproutlife Foods Private Limited (‘Sproutlife’), consequent to which the Company’s shareholding in Sproutlife aggregated 44.74% of its share capital on a fully diluted basis. **SECTION: VI.** Acquisition of 857 Compulsorily Convertible Preference Shares of ₹10 each of Mother Sparsh Baby Care Private Limited (‘Mother Sparsh’), an associate company, consequent to which the Company’s shareholding in Mother Sparsh aggregated 26.50% of its share capital on a fully diluted basis. **SECTION: VII.** Acquisition of 2,286 Equity Shares of ₹10 each of Delectable Technologies Private Limited (‘Delectable’), an associate company, consequent to which the Company’s shareholding in Delectable aggregated 39.32% of its share capital on a fully diluted basis. This Report is to be read with our letter of even date which is annexed as Annexure - A and forms an integral part of this Report. For S. N. ANANTHASUBRAMANIAN & Co. Company Secretaries ICSI Unique Code: P1991MH040400 Peer Review Cert. No.: 5218/2023 S. N. Ananthasubramanian Founding Partner 8th May, 2024 FCS: 4206, COP No.: 1774 Thane ICSI UDIN: F004206F000327771 **SECTION: Annexure - A** To, The Members, ITC Limited CIN: L16005WB1910PLC001985 Virginia House, 37 Jawaharlal Nehru Road, Kolkata - 700 071 **SECTION: Management’s Responsibility** 1. It is the responsibility of the Management of the Company to maintain secretarial records, devise proper systems to ensure compliance with the provisions of all applicable laws and regulations, and to ensure that the systems are adequate and operate effectively. **SECTION: Auditor’s Responsibility** 2. Our responsibility is to express an opinion on these secretarial records, standards and procedures followed by the Company with respect to secretarial compliances. ``` ``` **SECTION: Audit Report** We have conducted the Audit as per the applicable Auditing Standards issued by the Institute of Company Secretaries of India. We believe that audit evidence and information obtained from the Company’s management is adequate and appropriate for us to provide a basis for our opinion. Wherever required, we have obtained reasonable assurance as to whether the statements prepared, documents or records in relation to Secretarial Audit, maintained by the Company, are free from misstatement. Wherever required, we have obtained the Management’s representation about the compliance of laws, rules and regulations and happening of events, etc. **SECTION: Disclaimer** The Secretarial Audit Report is neither an assurance as to future viability of the Company nor of the efficacy or effectiveness with which the Management has conducted the affairs of the Company. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company. **SECTION: Company Information** For S. N. ANANTHASUBRAMANIAN & Co. Company Secretaries ICSI Unique Code: P1991MH040400 Peer Review Cert. No.: 5218/2023 S. N. |
Ananthasubramanian Founding Partner 8th May, 2024 FCS: 4206, COP No.: 1774 Thane ICSI UDIN: F004206F000327771 **SECTION: Annexure to the Report of the Board of Directors** **SECTION: For the Financial Year Ended 31st March, 2024** **SECTION: Form No. AOC-2** [Pursuant to Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014] Form for disclosure of particulars of contracts / arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto. **SECTION: 1. Details of contracts or arrangements or transactions not at arm’s length basis** (a) Name(s) of the related party and nature of relationship: Russell Credit Limited (RCL), a wholly owned subsidiary. (b) Nature of contracts / arrangements / transactions: Inter-se transfer of Equity Shares of International Travel House Limited (ITHL), an associate company, Inter-se transfer of Equity Shares of Maharaja Heritage Resorts Limited (MHRL), a joint venture company. (c) Duration of the contracts / arrangements / transactions: Not Applicable. (d) Salient terms of the contracts or arrangements or transactions including the value, if any: Purchase of 36,26,633 Equity Shares of ITHL of ₹ 10/- each from RCL at book value of ₹ 21.22 crores. Purchase of 90,000 Equity Shares of MHRL of ₹ 100/- each from RCL at book value of ₹ 0.90 crore. (e) Justification for entering into such contracts or arrangements or transactions: The aforesaid shares have been acquired from RCL to streamline the investments. As the transaction is between the Holding Company and its wholly owned subsidiary, there is no potential conflict with the interests of the Company and its shareholders arising from the said transactions. (f) Date of approval by the Board: 14th August, 2023. (g) Amount paid as advances, if any: Nil. (h) Date on which the special resolution was passed in general meeting as required under first proviso to Section 188: Not Applicable. **SECTION: 2. Details of material contracts or arrangements or transactions at arm’s length basis** (a) Name(s) of the related party and nature of relationship: [Details not provided] (b) Nature of contracts / arrangements / transactions: [Details not provided] (c) Duration of the contracts / arrangements / transactions: NONE. (d) Salient terms of the contracts or arrangements or transactions including the value, if any: [Details not provided] (e) Date(s) of approval by the Board, if any: [Details not provided] (f) Amount paid as advances, if any: [Details not provided] **SECTION: On behalf of the Board** S. PURI Chairman & Managing Director (DIN: 00280529) Place: Kolkata Date: May 23, 2024 S. DUTTA Director & Chief Financial Officer (DIN: 01804345) **SECTION: INFORMATION UNDER SECTION 134 (3) (m) OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (ACCOUNTS) RULES, 2014 AND FORMING PART OF THE REPORT OF THE BOARD OF DIRECTORS** **SECTION: CONSERVATION OF ENERGY** c) Capital investment on energy conservation equipment: ₹ 3371.74 lakhs **SECTION: TECHNOLOGY ABSORPTION** a) Efforts made towards technology absorption: I. As a part of Industry 4.0 initiative, various technological innovations are being implemented in large Businesses such as Paper and Foods. Key highlights are presented below: - Implemented IIoT (Industrial Internet of Things) sensors to monitor equipment condition and plan for predictive maintenance and reduce downtime. - Installed utility energy management system to capture real-time process data to develop insights using dashboards. - Advanced computer vision system to detect product defects, empty wrappers etc. in Biscuit manufacturing line. - Using advanced analytics (including weather conditions input) to optimise process parameters for reducing moisture variations in the Atta manufacturing line. - Using large pool of historical operational data and machine learning to develop advanced predictive analysis for reducing the paper breakage and uptime of paper machines, improving steam utilisation efficiency, and reducing chemical consumption, among others in Paper Business. II. Development on new paperboard products aimed at increasing utilisation of recycled fibre, substituting imported products, and substituting plastics with paper-based products. III. Development of paper-based alternatives with barrier coating of compostable, emulsion and in-house developed ‘Bioseal’ to replace single use plastics products like cups, tubs and lids. IV. Integrated substrate coating and lamination for manufacturing of barrier coated paper as well as plastic films to offer sustainable packaging solutions to customers. V. Induction of contemporary technologies and continuous improvement, towards reducing process variability, cycle time and wastages while enhancing manufacturing flexibility, productivity and capability across Businesses. **SECTION: b) Benefits derived** I. Cycle time reduction and productivity enhancement II. World-class quality and differentiated products III. |
Addressing market specific end-use applications IV. Conservation of resources and improved efficiencies **SECTION: c) The expenditure incurred on Research and Development** For the year ended 31st March, 2024, Expenditure on R&D: (₹ in Lakhs) i) Capital: 1,415.54 ii) Revenue: 17,037.41 Total: 18,452.95 Total R&D Expenditure (as a % of Gross Revenue): 0.27% **SECTION: Annexure to the Report of the Board of Directors** **SECTION: For the Financial Year Ended 31st March, 2024** **SECTION: A. Information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014** Name of Directors & Key Managerial Personnel, Designation, Ratio of Remuneration to Median Remuneration of all Employees, Increase in Remuneration over Last Year (%): - S Puri, Chairman & Managing Director, 401 : 1, 50 - S Dutta, Executive Director & Chief Financial Officer, 116 : 1, 60 - B Sumant, Executive Director, 191 : 1, 52 - H Malik, Executive Director, 43 : 1, – - S Banerjee, Independent Director, 16 : 1, 10 - H Bhargava, Independent Director, 16 : 1, 57 - A M Bharucha, Independent Director, 0 : 1, – - A Duggal, Independent Director, 16 : 1, 11 - M Gupta, Non-Executive Director, 15 : 1, 135 - R Jain, Non-Executive Director, 0 : 1, – - S Mukherjee, Independent Director, 16 : 1, 65 - A Nayak, Independent Director, 16 : 1, 10 - S Panray, Non-Executive Director, 15 : 1, 66 - N Rao, Independent Director, 15 : 1, 10 - A K Seth, Independent Director, 15 : 1, 11 - M Shankar, Independent Director, 15 : 1, 12 - N Anand, Executive Director, 192 : 1, 62* - P R Chittaranjan, Non-Executive Director, 3 : 1, 5029** - D R Simpson, Non-Executive Director, 15 : 1, 10 - R K Singhi, Executive Vice President & Company Secretary, 48 : 1, 29 * Includes retirement benefits and hence not comparable. ** Not comparable since the concerned Director was there only for part of the financial year 2022-23. 1 Appointed Executive Director w.e.f. 12.08.2023 2 Appointed Independent Director w.e.f. 12.08.2023 3 Appointed Non-Executive Director w.e.f. 01.01.2024 4 Ceased to be Executive Director w.e.f. 03.01.2024 upon completion of term. 5 Stepped down as Non-Executive Director w.e.f. 01.09.2023 6 Stepped down as Non-Executive Director w.e.f. 30.01.2024 **SECTION: Notes** 1. The number of permanent employees as on 31st March, 2024 was 24,567. 2. Compared to the financial year 2022-23, the figures for the financial year 2023-24 reflect that: 1. Median remuneration of employees - Increased by 5% 2. Average remuneration of employees - Increased by 10% 3. Average remuneration of employees excluding Key Managerial Personnel (KMPs) - Increased by 9% 4. Remuneration of KMPs - Increased by 59% due to payment of long term incentives during the year and also due to increase in the number of Executive Directors for an interim period 3. Remuneration of Directors, KMPs and other employees is in accordance with the Company’s Remuneration Policy. **SECTION: B. Information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014** Name, Age, Designation, Gross Remuneration (₹), Net Remuneration (₹), Qualifications, Experience (Years), Date of Commencement of Employment, Previous Employment and Position Held: - Puri S, 61, Chairman & Managing Director, 28,62,99,916, 13,11,54,509, B.Tech., 39, 20.01.1986, TELCO Ltd., Trainee - Sumant B, 60, Executive Director, 13,60,27,009, 6,12,49,833, B.E., 38, 20.01.1986, Nil - Dutta S, 57, Executive Director & Chief Financial Officer, 8,25,79,405, 3,51,95,447, B.Com. (Hons.), C.W.A., A.C.A., 33, 01.11.1990, Nil - Rajput A K, 68, President - Corporate Affairs, 7,33,03,331, 3,55,20,504, B.Com., M.B.A., 47, 10.04.1976, Nil - Malik H, 57, Executive Director, 7,12,47,759, 3,07,25,610, B.A., M.B.A., 34, 01.06.1989, Nil - Sivakumar S, 63, Group Head - Agri Business, IT, Sustainability, CSR & EHS, 6,22,40,654, 3,27,69,688, B.Sc., P.G. Dip. in Rural Mgmt., 41, 18.09.1989, Gujarat Co-op Oil Seeds Growers’ Fed. Ltd., Mgr. Mktg. - Kaul S, 57, Group Head - ITD, MAB, Start-up Ventures, LSTC & Quality, 6,12,91,998, 2,78,59,135, B.E., P.G.D.M., 33, 01.06.1990, Nil - Arif N, 62, Executive V.P. & Head - Corporate Communications, 6,06,52,540, 2,76,04,549, B.A. (Hons.), M.A., 38, 01.09.2006, Indian Chamber of Commerce, Secretary General - Lahiri D, 51, Divisional Chief Executive (ITD), 5,40,54,866, 2,50,65,388, B.Com. (Hons.), M.B.A., 27, 10.12.2020, VST Industries Ltd., M.D. |
- Satpathy S, 51, Divisional Chief Executive (PCPBD), 5,38,81,624, 2,49,58,942, B.Com., P.G.D.M., 28, 01.12.2015, Marico Ltd., Chief Marketing Officer **SECTION: Other employees employed throughout the year and in receipt of remuneration aggregating ₹ 1,02,00,000/- or more per annum** Name, Age, Designation, Gross Remuneration (₹), Net Remuneration (₹), Qualifications, Experience (Years), Date of Commencement of Employment, Previous Employment and Position Held: - Abdullah F, 38, General Manager - HR (LSTC), 1,12,62,135, 57,13,351, B.Tech., P.G.D.M., 14, 11.06.2012, Indian Oil Corporation Ltd., Sales Officer - Agarwal P, 36, General Manager - HR (TM & D), 1,12,03,189, 59,50,480, B.B.S., M.A., 14, 11.06.2012, McKinsey, Research Analyst - Agarwal S, 38, Senior Finance Manager - Head Office (TM & D), 1,11,45,982, 70,88,879, B.Com. (Hons.), A.C.A., 14, 03.05.2010, BSR & Co., Executive - Agarwal U, 44, General Manager - Finance (HD), 1,20,24,416, 66,72,807, B.Com. (Hons.), A.C.A., C.S. (Inter), 21, 06.06.2005, Usha Martin Ltd., Assistant Manager - Management Audit - Aggarwal A, 43, V.P. - Corporate HR, 1,96,91,967, 1,22,61,627, B.Tech., P.G.Dip. in P.M. & I.R., 20, 15.03.2017, HCL Healthcare, G.M. - HR - Aggarwal G, 40, General Manager - Finance - Dairy (FBD), 1,23,82,596, 62,97,200, B.Com., C.S., A.C.A., 17, 01.04.2008, Nil - Aiyer K, 50, V.P. - Finance (Operations) (ITD), 2,37,91,218, 1,28,79,587, B.Com. (Hons.), A.C.A., 26, 01.09.1998, Modi Telstra Pvt. Ltd., Mgmt. Trainee - Amancharla V G, 42, General Manager - Trade Marketing & Distribution (TM & D), 1,67,38,126, 85,73,766, B.E., M.B.A., 20, 07.06.2007, ABB Ltd., Marketing Engineer - Anand R, 47, General Manager - E-Commerce (TM & D), 1,26,38,144, 54,71,507, B.Sc., M.B.A., 25, 15.09.2000, Northern India Credit Factors Ltd., Agency Manager - Anandan M, 53, V.P. - Sales & Category Development - Cigarettes (TM & D), 3,21,92,094, 1,52,92,682, P.G.D.M., 31, 01.02.1994, Threads India Ltd., Sales Representative - Arora B, 50, Executive V.P. - Shared Services, 2,65,62,429, 1,31,42,514, B.Com. (Hons.), A.C.A., 30, 06.09.1999, Maruti Udyog Ltd., Finance Executive - Arora V, 34, General Manager (PPB - SBU), 1,03,12,934, 59,04,874, B.Tech., 13, 14.10.2019, Rivigo Services Pvt. Ltd., Asset Head - Arun K R, 45, General Manager - Sales (Alternate Trade) (ESPB - SBU), 1,30,95,937, 63,48,757, B.Sc., M.B.A., 25, 15.04.2002, Sanofi Synthelabo, Scientific Services Officer - Ashok D, 60, Executive V.P. & Head - Corporate Taxation, 3,88,32,857, 1,78,45,176, B.Com., A.C.S., F.C.M.A., 39, 01.08.1992, UB Petro Products Ltd., Dy. Manager, Accounts - Awasthi J, 57, V.P. - Special Projects, 2,31,64,665, 1,07,95,473, B.E. (Hons.), P.G.D.M., 35, 01.03.1993, Network Ltd., Field Manager - Bagla M K, 45, V.P. - Trade Marketing & Distribution (TM & D), 1,85,09,412, 87,68,535, B.Com. (Hons.), M.B.A., 25, 11.02.2008, Bunge India Pvt. Ltd., Brands Manager ``` ``` **SECTION: Managerial Personnel Information** **SECTION: Information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014** | Name | Age | Designation | Gross Remuneration (₹) | Net Remuneration (₹) | Qualifications | Experience (Years) | Date of Commencement of Employment | Previous Employment and Position Held | |---|---|---|---|---|---|---|---|---| | Baheti V | 40 | General Manager (PSPD) | 25,09,945 | 65,78,687 | B.Com. (Hons.), A.C.A., C.S. | 18 | 01.12.2005 | Nil | | Baid H | 36 | Senior Finance Manager (TM & D) | 21,078 | 64,37,537 | B.Com. (Hons.), A.C.A. | 13 | 01.11.2010 | Nil | | Bajaj K | 51 | Executive V.P. - Marketing (ITD) | 63,583 | 1,85,82,370 | B.A. (Hons.), M.B.A. | 29 | 16.03.2011 | Bharti Retail Ltd., Head - Brands | | Balaji L N | 62 | Executive V.P. - Finance | 02,397 | 1,41,53,686 | B.Com., F.C.A. | 39 | 17.06.1985 | Nil | | Balaji P | 58 | Administrator - Salaries & Retirement Funds | 87,995 | 95,43,790 | B.Com. (Hons.), A.C.A. | 36 | 01.06.1987 | Nil | | Balakrishnan S | 57 | V.P. - Integrated Supply Chain (PCPBD) | 71,192 | 1,30,94,553 | B.E. | 36 | 01.09.1987 | Nil | | Balar S | 49 | V.P. - Marketing (PCPBD) | 99,638 | 1,54,54,988 | B.Tech., P.G.D.M. | 23 | 01.06.2000 | Nil | | Bandyopadhyay B (Dr.) | 54 | Principal Scientist - Personal Care (LSTC) | 74,016 | 60,90,394 | B.Sc. (Hons.), M.Sc. (Human Physiology), Ph.D. - Hemato-Oncology (Physiology), M.Sc. (Medical Physiology) | 24 | 01.10.2012 | Reliance Life Sciences Pvt. Ltd., Senior Principal Scientist | | Bandyopadhyay S S | 54 | Executive V.P. - HR & CSR (PSPD) | 39,357 | 1,69,80,327 | B.Com., P.G.D.P.M., I.R. & L.W., M.B.A., Dip. |
in T&D | 28 | 12.12.2006 | Pepsico India Holdings Pvt. Ltd., Asst. Manager - HR | | Banerjee Shuvadip | 47 | Chief Digital Marketing Officer (FBD) | 87,682 | 1,90,35,645 | B.E., M.B.A. | 24 | 01.06.2009 | IMRB International, Insights Director | | Banerjee Somnath | 51 | General Manager - Finance - Production Operation (ITD) | 28,625 | 89,45,521 | B.Com. (Hons.), A.C.A. | 26 | 01.09.1998 | EIH Ltd., Accounts Manager | | Bansal A | 40 | General Manager & Head of Marketing - Confectionery, Chocolates & Coffee (FBD) | 18,101 | 89,44,012 | B.Tech., M.B.A. | 17 | 10.06.2008 | Tata Consultancy Services, Systems Consultant | | Bansal R | 46 | V.P. Finance (FBD) | 28,341 | 1,17,39,763 | B.Com., A.C.A., C.S. | 25 | 22.01.2007 | Bharat Oman Refineries Ltd., Asst. Mgr. Finance | | Bansal R K | 51 | Executive V.P. - Finance (TM & D) | 31,060 | 1,65,90,841 | B.Com. (Hons.), C.W.A., A.C.A. | 28 | 01.11.1995 | Nil | | Barhanpurkar M P | 59 | Executive V.P. - Manufacturing & Projects (PSPD) | 90,145 | 1,23,91,279 | B.E. | 30 | 01.01.2004 | Abhishek Industries Ltd., Manager Engineering | | Barve M M | 53 | V.P. & Head of Product Development, Chocolates & Confectionery (FBD) | 87,550 | 1,26,89,897 | B.Sc., M.Sc. (Food Tech.), E.M.B.A. | 28 | 27.07.2015 | Pepsico India Holdings Pvt. Ltd., Associate Director | | Basu N | 54 | V.P. - Corporate Communications | 78,697 | 1,37,37,758 | B.A., M.A. | 31 | 01.01.2008 | United Credit Belani Group, V.P. | | Bhalla A | 56 | V.P. Operations (HD) | 11,562 | 86,94,956 | B.A., Dip. in Hotel Mgmt., Catering & Nutrition | 33 | 09.02.1998 | Holiday Inn, Restaurant Manager | | Bhalla R | 40 | V.P. & Business Head - New Business Development | 57,562 | 1,31,35,156 | B.Tech., M.Tech. | 18 | 08.06.2006 | Nil | | Bhasin M | 57 | Corporate Executive Chef (HD) | 01,838 | 64,69,504 | Diploma in Hotel Mgmt. & Catering Technology | 35 | 01.07.1989 | @ | | Bhaskar James P (Dr.) | 57 | Senior Principal Scientist (PCPBD) | 21,492 | 77,25,269 | M.Sc., Ph.D. | 29 | 27.08.2008 | Hindustan Unilever Ltd., Senior Research Scientist | | Bhatt S | 55 | V.P. & Head of Exports (FBD) | 87,954 | 96,37,019 | B.Sc., P.G. Dip. in Marketing | 35 | 01.10.1997 | Pertech Computers Ltd., Regional Sales Mgr. | | Bhattacharjee P | 55 | General Manager & ICML Head (FBD) | 10,675 | 71,36,454 | B.Tech. (Mechanical), Energy Management | 33 | 01.09.2005 | Asian Paints Ltd., Sr. Manager - Plant Engineering | | Bhattacharya A | 41 | Senior Manager - Category Development - Foods, Alternate Channels (TM & D) | 14,320 | 67,37,987 | B.Com. (Hons.), P.G.D. | 19 | 20.02.2012 | Metro Cash & Carry, Deputy Manager | | Bhattacharyya S | 42 | General Manager - Consumer Insights (FBD) | 79,254 | 66,10,083 | B.A., M.B.A. | 19 | 26.07.2017 | Sab Miller India, Associate Director | | Bhaumick D | 44 | General Manager - Marketing (PCPBD) | 10,672 | 85,77,583 | B.Sc., P.G.D. | 21 | 22.06.2009 | Parle Agro Pvt. Ltd., Group Product Manager | | Bisht S | 47 | V.P. - VAAP - Agri SBU (ABD) | 78,011 | 1,14,74,211 | B.Sc. (Agriculture), P.G. Prog. in Agr. Business Mgmt. | 23 | 01.06.2001 | Nil | | Bose S | 55 | Executive V.P. - HR & Learning & Development (HD) | 27,958 | 2,01,54,751 | B.A., P.G. Dip. in P.M. | 29 | 28.09.2017 | Indian Hotels Co. Ltd., V.P. HR Operations | | Bose S K | 58 | General Manager - Finance - Business Systems (ITD) | 82,610 | 69,26,796 | B.Com. (Hons.), I.C.W.A., M.B.A. | 32 | 01.09.1991 | Nil | | Bothra A | 39 | General Manager - Finance (PPB - SBU) | 77,226 | 58,07,236 | B.Com. (Hons.), A.C.A. | 15 | 03.11.2008 | Nil | | Bothra S | 39 | General Manager - Trade Marketing & Distribution (TM & D) | 52,527 | 92,09,851 | B.B.A., P.G.D.M. | 16 | 10.06.2008 | Nil | | Calcuttawala Y T | 51 | General Manager (PSPD) | 44,384 | 73,17,482 | B.Com., I.C.W.A., M.Com., Dip. in Software Tech. & Syst., P.G.D.B.M. |
| 27 | 02.06.1997 | Citi Bank, Marketing Executive | | Chadha A | 54 | Chief Executive (HD) | 24,871 | 1,81,91,686 | Dip. in Hotel Mgmt., Catering & Nutrition | 34 | 01.05.2001 | @ | | Chakrabarty B | 48 | General Manager - Packaging Development (FBD) | 54,627 | 1,08,39,839 | B.Sc., P.G. Dip. | 24 | 12.07.2005 | Bharat Shell Ltd., Executive - Packaging | | Chakraborty S | 51 | General Manager & Head of Central Quality (FBD) | 28,269 | 79,98,468 | B.Sc., B.Tech., M.Tech. | 27 | 04.05.2005 | Perfetti Van Melle India, Executive | | Chakravorty A | 54 | General Manager Marketing - NGP (ITD) | 56,951 | 74,36,923 | B.Sc., M.B.M. | 30 | 27.12.2001 | Duncans Industries Ltd., Group Product Manager | | Chand S | 40 | V.P. & Head of Marketing - Snacks, Noodles & Pasta (FBD) | 31,050 | 1,10,61,843 | B.E., M.B.A. | 18 | 21.04.2008 | Marico Ltd., Area Sales Manager | | Chandak A | 47 | Head - Divisional Audit (HD) | 75,142 | 81,10,264 | B.Com., C.W.A., A.C.A., C.S. | 23 | 01.01.2003 | Pepsico Inc., Asst. Mgr. - Financial Planning | | Chatterjee D | 40 | General Manager - Sales & Marketing (PPB - SBU) | 65,057 | 60,18,475 | B.Tech. | 17 | 04.07.2018 | Zomato Media Pvt. Ltd., Business Head/ Associate V.P. | | Chatterjee S | 55 | Executive V.P. & Head of Procurement (FBD) | 67,574 | 1,90,64,671 | B.A. | 36 | 05.06.2006 | Nestle India Ltd., Purchase Manager | | Chaturvedi K | 46 | Chief Operating Officer - Snacks, Noodles and Pasta (FBD) | 35,864 | 1,73,79,544 | B.A. (Hons.), P.G. Dip. in Communication | 23 | 19.05.2003 | Mindshare Fulcrum, Planning Executive | | Chaudhuri A | 40 | General Manager - Marketing (ESPB) | 01,149 | 76,62,069 | B.Com., P.G.D.B.M. | 16 | 11.04.2016 | Dabur India Ltd., Brand Manager | | Cheruvathur N | 52 | General Manager - Supply Chain (PCPBD) | 30,547 | 71,30,840 | B.Sc. (Technology) | 28 | 18.06.2007 | Marico Ltd., Operations Manager | | Chhaproo J T | 50 | General Manager & Head Media and PR (PCPBD) | 56,835 | 91,28,012 | B.Tech., P.G.D.M. | 15 | 08.08.2016 | Snapdeal, Head - Media | | Chopra M | 55 | General Manager - Operations, RTE and Processed Foods (FBD) | 55,304 | 60,59,188 | B.E., Masters in International Business | 31 | 17.06.2002 | Ruttunsha In. Rectifier Ltd., G.M. Marketing | | Choudhary G | 40 | General Manager - Finance (FBD) | 44,266 | 64,61,213 | B.Com. (Hons.), A.C.A. | 18 | 11.12.2006 | Pricewaterhouse Coopers Pvt. Ltd., Associate | | Choudhury S | 48 | V.P. - Finance - Agri SBU (ABD) | 79,000 | 1,05,40,237 | B.Com. (Hons.), A.C.A. | 25 | 27.09.1999 | Nil | | Damani N | 39 | General Manager - Employee Relations (ITD) | 08,109 | 99,21,736 | B.Tech., M.B.A. | 15 | 10.06.2008 | Nil | | Das A | 40 | General Manager - Human Resources (HD) | 52,383 | 73,48,190 | B.A., M.B.A. | 16 | 10.06.2008 | Nil | | Das C | 46 | Senior Engineering Manager (ITD) | 93,499 | 64,49,531 | B.E., Diploma (Business Management) | 16 | 11.06.2012 | United Breweries Ltd., Sr. Manager - Asset Care | | Das S | 52 | General Manager - Quality (PCPBD) | 34,987 | 62,76,746 | B.E., P.G.D.B.M. | 19 | 01.12.2005 | Leaders Healthcare Pvt. Ltd., Plant Manager | | Das S K (Dr.) | 57 | Senior Principal Scientist (PCPBD) | 78,822 | 89,04,947 | M.Sc., Ph.D. | 25 | 20.11.2008 | Hindustan Unilever Ltd., Senior Research Scientist | | Datta S | 58 | Chief Risk Officer | 09,535 | 66,70,795 | B.Com. (Hons.), A.C.A., C.W.A. | 32 | 01.04.1992 | Nil | | David M I | 59 | V.P. - Exports - Tobacco SBU (ABD) | 54,105 | 1,25,61,882 | B.Sc. (Agriculture), M.Sc. (Agriculture) | 35 | 16.12.1988 | Nil | | Deb A | 39 | General Manager - Special Projects (ITD) | 00,357 | 64,04,077 | Integrated M.Tech. | 16 | 05.02.2018 | Pepsico India Holdings Ltd., Sr. Manager | | Desai H K | 37 | General Manager (ITD) | 04,516 | 76,08,901 | Integrated M.Tech. |
| 14 | 16.05.2012 | Galaxy Surfactants Ltd., Senior Associate | | Dhanuka P | 47 | General Manager - Business Systems (HD) | 01,363 | 75,60,489 | B.Com. (Hons.), Dip. in Business Finance, A.C.A. | 21 | 01.07.2009 | DLF Hotel Holdings Ltd., Deputy G.M. - Financial Planning & Analysis | | Dixit A | 36 | General Manager (ITD) | 07,687 | 61,57,541 | M.Sc., B.E. | 13 | 01.06.2011 | Nil | | Dixit A K (Dr.) | 53 | Principal Scientist - Chemistry & Measurement (LSTC) | 33,971 | 67,56,148 | B.Sc., M.Sc. (Chemistry), Ph.D - Organic Chemistry | 27 | 18.12.2008 | University of Rhode Island, Post Doctoral Fellow | | Dixit P K | 63 | Executive V.P. - T & RA (ITD) | 70,307 | 1,77,61,251 | B.Sc. (Hons.) | 40 | 17.10.1983 | Nil | | Dogra M | 49 | V.P. - Strategic Planning | 67,939 | 1,43,62,888 | B.Com., A.C.A., M.B.A. | 24 | 01.11.2004 | Export Import Bank of India, Management Trainee | | Dogra R | 49 | Chief Operating Officer - Confectionery, Chocolates & Coffee (FBD) | 55,396 | 1,66,53,681 | B.Tech., M.I.B. | 24 | 01.06.2001 | J.C.T. Electronics Ltd., Engg. Executive | | Dubey H | 40 | General Manager - Operations - Plant Protein (FBD) | 72,278 | 70,14,029 | B.Tech., M.Tech. | 18 | 01.07.2022 | Shenzhen Next Vape Technologies Co. Ltd., CEO | ``` ``` **SECTION: Employee Information** | Name | Age | Designation | Gross Remuneration (₹) | Net Remuneration (₹) | Qualifications | Experience (Years) | Date of Commencement of Employment | Previous Employment and Position Held | |--------------------------|-----|----------------------------------------------------------|-------------------------|----------------------|-------------------------------------------------------------------------------|---------------------|-------------------------------------|--------------------------------------------------------------| | Dugar P K | 46 | General Manager - Finance (TM & D) | 40,84,367 | 76,04,183 | C.W.A., A.C.A. | 22 | 28.08.2007 | Tata Teleservices Ltd., Assistant Manager | | Gabriel C | 43 | General Manager & Head of Product Development - Coffee (FBD) | 13,99,733 | 57,49,196 | B.Sc., B.Tech. | 18 | 20.03.2015 | Coca Cola India Pvt. Ltd., Assistant Manager - Project Development | | Ganesan M | 61 | Executive V.P. & Head - Corporate Internal Audit | 36,33,559 | 2,47,43,729 | B.Com., A.C.A., A.C.S. | 38 | 01.03.1986 | Nil | | Ganesh Kumar S | 56 | Chief Operating Officer - Agri SBU (ABD) | 99,31,445 | 2,36,52,420 | B.E. (Mechanical) | 33 | 14.12.1991 | Mather and Platt (I) Ltd., Engg. Trainee | | Ganga S | 42 | General Manager - Audit & Systems (ABD) | 09,64,353 | 60,92,249 | B.Com., C.A. | 17 | 11.12.2006 | Nil | | Garg A S | 55 | V.P. - Finance & MIS (PPB - SBU) | 18,14,492 | 1,04,21,048 | B.Com., C.W.A., A.C.A., Fellowship in Management | 32 | 01.06.1992 | Larsen & Toubro, Chartered Accountant | | Ghosal N | 49 | V.P. - Operations (ITD) | 77,56,198 | 1,32,30,325 | B.Tech., P.G.D.M. | 25 | 01.06.1999 | Nil | | Ghosal T K | 51 | Deputy Company Secretary | 03,33,113 | 55,77,106 | B.Com., C.S. | 26 | 01.08.2018 | Russell Credit Ltd., Manager & Company Secretary | | Ghosh A | 46 | General Manager & Head - Digital (Marketing and Performance) (FBD) | 61,60,107 | 99,35,829 | B.Sc., M.B.A. | 19 | 26.07.2017 | PHD Media, Digital Strategic Lead | | Ghosh Sarathi | 49 | General Manager - FMCG Infrastructure (TM & D) | 49,47,315 | 77,81,683 | Graduate in Electrical Engineering, Certified Energy Manager | 28 | 15.03.2000 | Tata Steel, Senior Associate | | Ghosh Subhasish | 56 | General Manager - Business Systems (FBD) | 37,20,432 | 71,50,900 | B.Com. (Hons.), C.W.A. | 28 | 01.10.1996 | Nil | | Gohil M | 44 | V.P. - Supply Chain & Operations (ESPB - SBU) | 45,39,450 | 1,19,48,922 | B.Tech., P.G.D.I.E. | 20 | 08.06.2006 | Reliance Industries Ltd., Asst. Manager | | Gopal G (Dr.) | 58 | Principal Scientist - Health & Wellness (LSTC) | 09,03,677 | 66,65,324 | B.Sc., M.Sc. (Botany), M.Phil. (Applied Botany), Ph.D - Botany | 29 | 02.05.2007 | Academia Sinica, Taiwan - Visiting Scientist | | Gouraha R | 43 | V.P. - ITC MAARS, Agri SBU (ABD) | 85,94,296 | 1,59,40,300 | B.Tech. (Mechanical) | 20 | 04.06.2004 | Nil | | Gupta A | 36 | General Manager - Corporate Sustainability | 23,81,604 | 64,64,210 | B.A., M.A. |
| 14 | 08.08.2018 | Ekinetics Consulting Services Pvt. Ltd., Engagement Manager | | Gupta J | 41 | V.P. & Head of Manufacturing - Staples and Adjacencies (FBD) | 63,64,004 | 1,26,21,428 | B.Tech. | 19 | 01.09.2016 | Hindustan Unilever Ltd., Factory Manager | | Gupta Sudhir | 55 | Head Procurement (HD) | 40,60,096 | 80,18,847 | B.Tech. (Textiles), P.G. Diploma in Marketing Management | 33 | 05.08.2002 | Kikomo Ltd., Head - Sourcing & QA (Asia Pacific & Africa) | | Gupta Sumit | 33 | Senior Finance Manager - BMG, MIS & NGP (ITD) | 02,06,498 | 59,29,332 | B.Com., A.C.A. | 12 | 10.10.2011 | Nil | | Gupta V | 59 | SBU Chief Executive (ESPB - SBU) | 45,12,304 | 2,01,36,870 | B.E., P.G.D.M. | 33 | 09.01.2017 | Cello (Writing) Group of Companies, C.E.O. | | Gurumurthy D S (Dr.) | 54 | Principal Scientist - Agro Forestry (LSTC) | 31,53,535 | 79,28,016 | B.Sc. (Forestry), M.Sc. (Agri), Crop Physiology, Ph.D. - Molecular Biology | 24 | 01.03.2007 | Gangagen Biotechnologies - Head, Phage Engineering | | Halder R | 44 | V.P. - Brands (ITD) | 86,45,852 | 1,11,38,136 | B.Sc., P.G.D.B.M. | 19 | 08.06.2005 | Nil | | Handa M | 45 | V.P. - Marketing (PCPBD) | 29,99,029 | 1,22,62,131 | B.E., P.G.D. | 19 | 22.07.2019 | Marico Ltd., Head of Marketing | | Jain A | 35 | General Manager - Operations (ITD) | 02,49,698 | 60,28,846 | B.Tech. | 13 | 27.07.2013 | NTC Industries Ltd., Project Engg. & Production Coordinator | | Jain N | 36 | General Manager - Noodles, Value Added Noodles And Pasta (FBD) | 07,58,992 | 56,78,716 | B.Com., M.B.A. | 13 | 16.11.2015 | Bharati Airtel Ltd., Assistant Manager Sales | | Janardanan Anand P | 58 | Executive V.P. - HR (FBD) | 55,59,865 | 1,64,47,377 | B.Com. (Hons.), P.G. Dip. in P.M. & I.R. | 34 | 01.06.1990 | Nil | | Jasper N K | 54 | Executive V.P. - Finance & IT (FBD) | 81,33,426 | 1,78,72,236 | B.Com. (Hons.), A.C.M.A., A.C.A. | 32 | 25.06.1993 | A.F. Ferguson, Asst. Consultant | | Jauhri A | 43 | General Manager (PSPD) | 10,27,070 | 62,94,055 | B.Com., A.C.A., P.G.D.M. | 17 | 07.05.2007 | Akshay Kumar & Associates, Senior Auditor | | Jayaprakash D (Dr.) | 54 | Principal Scientist (PCPBD) | 17,56,011 | 71,73,898 | B.Sc. (Hons.), M.Sc., Ph.D. | 16 | 01.07.2008 | ISIR, Osaka University, Asst. Professor | **SECTION: Information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014** | Name | Age | Designation | Gross Remuneration (₹) | Net Remuneration (₹) | Qualifications | Experience (Years) | Date of Commencement of Employment | Previous Employment and Position Held | |--------------------------|-----|----------------------------------------------------------|-------------------------|----------------------|-------------------------------------------------------------------------------|---------------------|-------------------------------------|--------------------------------------------------------------| | Jha R K | 39 | General Manager - Divisional Accounting (HD) | 10,64,462 | 63,10,798 | B.Com. (Hons.), A.C.A. | 18 | 11.12.2006 | Nil | | Jhingran R | 46 | V.P. - HR (PCPBD) | 44,92,554 | 1,38,27,047 | B.Pharm., P.G.D.M. | 20 | 04.06.2004 | Nil | | John B F | 52 | Regional Sales Manager Convenience (TM & D) | 08,55,466 | 56,83,615 | B.E., M.B.A. | 26 | 21.09.1998 | Sukurta Engineering Co., Management Trainee | | John R | 55 | Executive V.P. - Technical (ITD) | 63,73,777 | 1,72,33,641 | B.Tech. | 32 | 03.03.2006 | Wings Corporation (Indonesia), Operations Director - Nigerian Operations | | Jojo M | 42 | General Manager - Salt (FBD) | 24,78,645 | 66,69,291 | B.Tech., M.B.A. | 17 | 01.10.2014 | Kansai Nerolac Paints Ltd., Sr. Manager Marketing | | Joshi K K | 53 | Head - Regulatory Affairs (FBD) | 88,99,871 | 96,72,592 | B.Sc., M.Sc. | 29 | 25.05.2012 | Nestle India Ltd., Food Regulatory Affairs Mgr. | | Kalsi G (Dr.) | 59 | Senior Principal Scientist - Health & Wellness (LSTC) | 41,63,748 | 86,55,105 | B.Sc. (Botany), M.Sc. (Botany), Ph.D. - Botany | 30 | 03.03.2008 | University of California, Resch. Associate & Lab. Mgr. | | Kanisetti V K | 47 | General Manager - Finance (ABD) | 76,59,275 | 93,46,338 | B.Com., A.C.A. | 25 | 23.05.2005 | Tata Coffee Ltd., Asst. |
Manager | | Kar B | 59 | General Manager - Corporate Audit | 71,95,373 | 95,70,536 | B.E. (Civil) | 34 | 05.02.2007 | PD Hinduja National Hospital, Asst. Director (Project & Engg.) | | Kar S | 51 | Head of Operations - Finance (PSPD) | 33,91,118 | 1,20,24,533 | B.Com., C.W.A., A.C.A., A.C.S. | 28 | 06.09.1999 | Deloitte Haskins & Sells, Asst. Mgr. | | Karthik B | 51 | Executive V.P. & Head - Corporate Finance | 09,38,150 | 1,44,48,736 | B.Com. (Hons.), C.W.A., Advanced Dip. in Systems Mgmt., A.C.S., A.C.A., C.P.A. | 28 | 07.05.2007 | Tionale Pte Ltd., G.M. - Business Development | | Kastha A | 47 | Principal Technologist - Pkg., Structures & Substrates (ITD) | 11,57,624 | 67,53,013 | B.Tech., M.B.A., M.Des. | 20 | 08.06.2006 | Hawkins Cookers Ltd., Manager - Dealer Related Advertising | | Kataria G | 48 | V.P. Digital (Manufacturing) & Chief Digital Information Officer (PSPD) | 72,51,371 | 95,45,963 | B.E. (C.S.E.), M.S. (S.E.) | 25 | 06.03.2023 | Sai Life Sciences Ltd., Chief Digital & Information Officer | | Kathuria S | 38 | General Manager & Head of Marketing - Biscuits & Cakes (FBD) | 64,29,071 | 78,35,524 | B.Com., M.B.A. | 16 | 10.06.2008 | Nil | | Kaushik N | 41 | V.P. - Marketing Development (ITD) | 79,47,758 | 92,19,203 | B.Tech., M.B.A. | 18 | 07.01.2008 | Satyam Computer Services Ltd., Software Engineer | | Khan K H | 42 | V.P. - Bulk Commodities - Agri SBU (ABD) | 19,99,566 | 1,15,35,146 | B.Tech. (Hons.), M.B.A. | 18 | 08.06.2006 | Nil | | Khanna R | 40 | General Manager - Organisational Development (ITD) | 42,32,787 | 86,34,710 | B.Tech., M.A. | 14 | 01.09.2017 | GE India, H.R. Manager | | Khosla V | 57 | V.P. - Trade Marketing & Distribution (TM & D) | 92,87,219 | 1,40,92,242 | B.A. (Hons.), M.B.A. | 33 | 01.07.2001 | Indian Army, Captain | | Khyani R K | 41 | Management Accountant (HD) | 04,66,328 | 59,08,541 | B.Com., A.C.A. | 18 | 01.11.2007 | Nil | | Kidwai A R | 49 | Area Manager (Luxury Hotels) & G.M., ITC Maurya (HD) | 31,32,928 | 65,94,003 | Diploma in Hotel Management | 26 | 01.08.1998 | @ | | Kini N | 45 | General Manager - Key Accounts (TM & D) | 39,51,251 | 78,93,306 | B.Com. | 23 | 14.11.2018 | Kottaram Agro Foods (P) Ltd., National Sales Manager | | Kishore A | 49 | V.P. - Digital & Analytics (TM & D) | 79,08,622 | 1,33,62,351 | B.Tech., P.G.D.M. | 28 | 15.05.2006 | Gillete India Ltd., Regional Value Chain Manager | | Kookkal V | 42 | V.P. & Head of Marketing - Staples & Adjacencies (FBD) | 39,94,020 | 1,39,51,281 | B.Tech., P.G. Dip. in Marketing | 18 | 08.06.2006 | Nil | | Krishnan S R | 55 | General Manager - Engineering (ITD) | 25,95,950 | 61,92,246 | B.Tech., M.B.A. | 32 | 01.09.2000 | NTPC, Senior Engineer | | Kulkarni V | 49 | Divisional Chief Executive (PSPD) | 61,83,298 | 2,48,08,743 | B.Tech. | 27 | 23.07.2001 | Agrotech Foods Ltd., Unit In-charge | | Kumar Amit | 45 | General Manager - Supply Chain Excellence (TM & D) | 50,93,527 | 77,63,876 | B.Tech., P.G.D.M. | 19 | 04.03.2020 | Pepsico India, Associate Director | | Kumar Ashit | 58 | Executive V.P. - Finance & MIS (ABD) | 43,14,371 | 1,78,88,908 | B.Com., A.C.A. | 35 | 01.12.1988 | Nil | | Kumar Ashwani | 60 | Chief Technologist - Packaging & Graphics Design (ITD) | 85,50,350 | 1,34,79,250 | B.Sc., M.B.A. | 38 | 01.07.1990 | Uptron India Ltd., Planning & Advertising Manager | | Kumar Asish | 59 | General Manager - Leaf (ITD) | 53,18,078 | 74,04,887 | B.Sc., M.Sc. | 34 | 02.07.1990 | Nil | | Kumar Avinash | 48 | General Manager - Operations - Spices (FBD) | 28,69,942 | 62,05,361 | B.Tech. | 25 | 06.12.2011 | Hindalco Industries Ltd., Sr. Manager - Projects | | Kumar Challapalli N K | 39 | General Manager - Spices - Agri SBU (ABD) | 06,49,066 | 60,94,806 | M.Tech. (Mechanical) | 16 | 03.10.2012 | Carbon Recycling Company, Manager - Engineering & Products | | Kumar G K | 58 | V.P. |
- Leaf Operations, Tobacco SBU (ABD) | 22,02,159 | 1,61,37,398 | B.Sc. (Agriculture) | 36 | 01.08.1987 | Nil | | Kumar K | 52 | Senior Principal Technologist (PCPBD) | 10,44,545 | 97,92,011 | B.Com., A.C.A. | 27 | 22.10.2008 | Ruchi Soya Industries Ltd., Deputy G.M., Commercial | | Kumar M K A | 49 | General Manager - Sales (General Trade) (ESPB - SBU) | 15,97,590 | 58,78,162 | B.Com. | 29 | 06.06.2007 | Bharti Airtel, Head - Distribution | | Kumar N | 39 | General Manager - Procurement (ITD) | 53,50,802 | 80,40,709 | B.Tech. | 17 | 07.06.2007 | Nil | | Kumar S S | 48 | V.P. - Corporate Treasury | 70,88,808 | 1,27,91,490 | B.Com. (Hons.), C.W.A., A.C.A. | 23 | 20.11.2000 | Nil | | Kumar T S | 53 | Executive V.P. - Sales & Category Development - Foods (TM & D) | 34,92,272 | 1,59,80,836 | B.Sc. | 31 | 01.04.1995 | E.I.D. Parry (India) Ltd., Sales Representative | ``` ``` **SECTION: B. Information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014** | Name | Age | Designation | Gross Remuneration (₹) | Net Remuneration (₹) | Qualifications | Experience (Years) | Date of Commencement of Employment | Previous Employment and Position Held | |---------------------|-----|----------------------------------------------------------|-------------------------|----------------------|-----------------------------------------------------|---------------------|-------------------------------------|-----------------------------------------------------------| | Kumar U | 42 | General Manager - HR (PPB - SBU) | 25,43,257 | 64,70,818 | B.Sc., P.G.D. in P.M. & I.R. | 19 | 15.07.2006 | Jindal Stainless Steel Ltd., Management Trainee | | Kumar V G | 45 | General Manager - Sales & Category Development - PCP (TM & D) | 29,60,358 | 61,10,138 | B.Sc., P.G.D.B.M. | 23 | 29.07.2002 | Music World Entertainment Ltd., Assistant Manager | | Kunchey J K | 49 | Executive V.P. - Supply Chain & Logistics (TM & D) | 99,30,739 | 1,82,39,333 | B.Tech., P.G. Dip. in I.E. | 26 | 24.08.2007 | Reliance Retail Co., Head - Planning & Logistics | | Madhavan S | 44 | General Manager - Product Development - Biscuits & Cakes (FBD) | 17,03,638 | 73,45,037 | B.Sc., M.Sc., M.Phil. | 23 | 24.07.2019 | Britannia Industries Ltd., Manager R&D | | Madhu Sudana Rao A | 59 | General Manager - Projects - Central Projects Organisation | 14,12,524 | 62,21,773 | Mech. Engg., M.B.A. | 39 | 20.06.2007 | TTK LIG Ltd., Deputy General Manager | | Madia K S | 54 | Deputy Company Secretary | 11,28,223 | 65,89,540 | B.Com., P.G.D.F.M., F.C.S., M.B.A. | 36 | 01.10.1997 | M/s. Shantilal Nyalchand, Proprietor | | Maheshwari A | 37 | General Manager - EHS & Sustainability (FBD) | 02,52,200 | 56,33,645 | B.Tech., PGD in Industrial Safety & Environmental Management | 14 | 01.06.2011 | Lallu Mal Shiv Sharan Dass Pharmaceuticals, Sales Executive | | Makhal S (Dr.) | 48 | General Manager & Head of Product Development - Dairy (FBD) | 53,86,073 | 78,34,075 | B.Tech., M.Tech., P.G.D., Ph.D. | 19 | 10.12.2012 | Cavincare Pvt. Ltd., Principal Scientist | | Manian V | 42 | General Manager - Accounts - Central Projects Organisation | 39,36,311 | 71,96,687 | B.Com. (Hons.), F.C.A. | 20 | 11.12.2006 | B.S.R. & Co., Executive | | Manimaran G U | 47 | V.P. & Head of Product Development - Biscuits & Cakes (FBD) | 83,77,610 | 1,06,25,424 | B.Tech. | 25 | 26.09.2005 | Perfetti Van Melle India Pvt. Ltd., QA Executive | | Mathew K J | 57 | V.P. - Finance, Tobacco SBU (ABD) | 92,08,222 | 99,30,648 | B.Sc., A.C.A., A.C.S. | 28 | 14.12.1995 | Nil | | Mathew T | 49 | V.P. - Talent Development, Corporate HR | 35,74,318 | 1,10,79,539 | Dip. in H.M.C.T. & A.N., B.B.A., M.A. | 26 | 25.06.2001 | Marico Ltd., Mgmt. Trainee | | Mathur A | 42 | V.P. & Head of Manufacturing - Biscuits and Cakes (FBD) | 22,73,124 | 1,06,83,429 | B.Tech. | 19 | 08.06.2005 | Nil | | Mazumdar A | 36 | General Manager - Brands (ITD) | 17,86,284 | 70,44,155 | B.A. (Hons.), M.B.A. | 13 | 01.06.2011 | Nil | | Mehrotra A | 44 | V.P. & Head of Marketing - Dairy & Beverages (FBD) | 10,09,388 | 99,25,664 | B.Tech., M.B.A. | 19 | 08.06.2006 | Seaarland Management Services (I) Pvt. |
Ltd., Junior Engineer | | Mehta V A | 44 | General Manager - Finance, Audit (ITD) | 23,04,786 | 68,61,754 | LL.B., A.C.A. | 19 | 11.12.2006 | Tata Chemicals Ltd., C.A. Trainee | | Menon V P | 58 | V.P. - Projects (HD) | 47,24,095 | 1,27,23,108 | B.Tech. (Civil) | 35 | 10.01.1993 | @ | | Mishra P | 42 | Business Head - Spices (FBD) | 36,75,133 | 1,34,72,089 | M.B.A. | 19 | 08.06.2005 | Pepsico India, Customer Executive | | Misra S S | 42 | General Manager - Corporate HR | 13,05,170 | 72,47,815 | B.Tech., M.A. | 17 | 17.10.2011 | PriceWaterhouse Coopers Ltd., Consultant | | Mondal S P | 41 | General Manager - Trade Marketing Information (TM & D) | 09,28,118 | 68,14,496 | B.E., P.G.D.M. | 17 | 09.06.2009 | Infosys Technologies Ltd., Software Engineer | | Moorthy A | 37 | General Manager - Marketing - Staples & Adjacencies (FBD) | 14,66,454 | 66,72,636 | B.E., M.B.A. | 13 | 01.06.2011 | Nil | | Moza N | 43 | General Manager - OD (FBD) | 71,41,855 | 83,74,124 | B.Com., Dip. in I.H.M., M.A. in P.M. & I.R. | 19 | 06.08.2013 | Peel Works Outsourcing Pvt. Ltd., GM - Accounts & Delivery | | Mozumdar T K | 58 | General Manager - Projects - Central Projects Organisation | 12,53,642 | 62,40,589 | B.Tech., Diploma | 35 | 01.09.2008 | Mani Square, V.P. Operations | | Mukherjee K | 42 | General Manager - Financial Accounts (FBD) | 37,79,639 | 80,65,278 | B.Com., A.C.A. | 20 | 10.12.2003 | Nil | | Mukherjee S (Dr.) | 58 | Chief Scientist and Head of R&D (ITD) | 51,79,465 | 1,99,69,660 | B.Sc., M.Sc., Ph.D., Post Doctorate | 28 | 16.03.1998 | ICI India Ltd., Manager Q.A. | | Mukherji A | 51 | Executive V.P. & Head - Corporate Human Resources | 30,88,568 | 2,50,42,285 | B.A., P.G. Dip. in P.M. & I.R., M.I.L.R. | 28 | 01.08.1995 | ANZ Grindlays Bank, Mgmt. Trainee | | Mundra S | 37 | On deputation | 11,79,473 | 58,08,459 | B.Com. (Hons.), A.C.A., C.S. | 14 | 03.05.2010 | Tata Steel Processing and Distribution Ltd., Manager | | Murali D | 47 | Senior Lead Scientist (PCPBD) | 16,40,798 | 69,99,319 | B.Sc., M.Sc., Ph.D. | 18 | 07.06.2010 | The Rockefeller University, Postdoctoral Associate | | Muralidhar M | 51 | Head of Operations, Matches & Agarbatti SBU | 26,19,524 | 64,68,847 | S.S.C., Intermediate, B.Tech. (Instrumentation), M.B.A. (Manufacturing Management) | 24 | 18.09.2000 | Nil | | Muralidharan M | 54 | General Manager - Operations (PPB - SBU) | 43,32,425 | 73,68,181 | B.E. | 31 | 07.03.1997 | Contemporary Packaging Technologies Ltd., Engineering Executive | | Murthy K S | 56 | Senior Principal Scientist - AATC, Tobacco SBU (ABD) | 15,85,880 | 60,50,594 | B.Sc., M.Sc., Ph.D. | 22 | 04.05.2007 | VIMTA Labs Ltd., Manager- Analytical | | Naik P V (Dr.) | 49 | Principal Scientist - Ingredients & Submission (ITD) | 70,55,133 | 86,79,019 | B.Sc., M.Sc., Doctorate | 23 | 22.12.2010 | E.I.D. Parry (India) Ltd., Chief Research Officer | | Nair J P | 52 | General Manager - Engineering (ITD) | 78,87,927 | 84,47,009 | B.Tech., M.S. | 31 | 14.11.2005 | Cadbury India Ltd., Factory Asset Manager & EHS Manager | | Narayanan R R | 58 | V.P. - Sales & Marketing (ESPB - SBU) | 03,87,343 | 1,43,91,861 | B.A., P.G.D.M. | 37 | 01.01.1990 | Godrej & Boyce Mfg. Co. Ltd., Sales Representative | | Ohri R | 57 | Executive V.P. - Corporate Affairs | 23,65,397 | 1,52,44,769 | B.Com. (Hons.), A.C.A. | 33 | 01.09.1991 | Nil | | Padmanabhan V | 51 | Principal Scientist (PCPBD) | 26,68,472 | 74,76,713 | B.Sc., M.Sc. | 27 | 18.07.2005 | Hindustan Unilever Ltd., Research Associate | | Palamwar S R | 53 | General Manager & ICML Head (FBD) | 28,77,848 | 69,15,970 | B.E. | 32 | 27.03.2017 | Hindustan Unilever Ltd., Factory Manager | | Panda S | 57 | Executive V.P.- HR (ITD) | 62,04,142 | 2,07,06,141 | B.Sc. (Hons.), M.A. | 34 | 01.09.2003 | J K Papers Ltd., Mgmt. Trainee | | Pandey P | 38 | General Manager - Marketing - Staples and Adjacencies (FBD) | 32,14,389 | 67,13,832 | B.E., M.B.A. |
| 14 | 14.06.2010 | Nil | | Pandey S K | 57 | Divisional Head - Plantations & Raw Materials (PSPD) | 17,88,687 | 1,20,59,227 | B.Tech., M.Tech., I.F.S. Diploma in Bamboo Tech. | 33 | 20.02.2014 | Ballarpur Industries Ltd., V. P. | | Panganamala S K | 36 | General Manager (PSPD) | 05,29,808 | 61,45,469 | B.Tech., P.G.D. (I.R. & P.M.) | 12 | 11.06.2012 | Nil | | Paradkar M M | 53 | Senior Principal Scientist (FBD) | 29,83,796 | 80,46,368 | B.Sc., M.Sc., Ph.D. | 24 | 01.02.2006 | GE India Technology Centre Pvt. Ltd., Research Scientist | | Parija S | 42 | General Manager - Trade Marketing & Business Transformation (TM & D) | 14,76,364 | 63,62,566 | B.A., M.A., M.B.A. | 18 | 01.04.2016 | Vodafone Spacetel Ltd., Head-Acquisition, Postpaid & Roaming | | Patel A M | 54 | Chief Commercial Officer (HD) | 68,92,433 | 1,48,47,545 | B.Sc. | 32 | 01.08.2022 | Hyatt Hotels Corporation, V.P. - Sales & Marketing, India & South Asia | | Patel H Y | 39 | General Manager - Finance | 11,16,192 | 61,33,663 | B.Com., M.Com., A.C.A. | 15 | 16.03.2009 | TCS Ltd., Assistant Systems Analyst Trainee | | Patni V | 40 | General Manager - Procurement (PCPBD) | 89,32,111 | 1,00,68,432 | B.Tech., P.G.D.I.E. | 18 | 19.05.2008 | Glenmark Pharmaceuticals Ltd., Asst. Manager - Supply Chain | | Patra A K | 50 | General Manager & Head of Product Development - Beverages (FBD) | 48,82,627 | 78,44,748 | B.Sc., B.Tech., M.Sc. | 25 | 02.01.2014 | Dabur India Ltd., Principal Scientist | | Patra P K | 56 | V.P. - ER (PSPD) | 53,38,059 | 81,53,972 | B.Sc., P.G. Diploma, LL.B., M.B.A. | 33 | 02.05.2006 | JK Paper, Asst. Manager - Personnel | | Paul A E | 59 | V.P. - Corporate Affairs | 69,76,238 | 80,92,187 | B.Com. | 38 | 01.08.1986 | Nil | | Phakey A | 54 | V.P. - Frozen Snacks, RTE, Fresh F & V (FBD) | 51,36,755 | 1,39,63,345 | B.Com., M.B.A. | 31 | 25.03.2019 | H.T. Media Ltd., C.O.O. | | Poddar R | 54 | Deputy Company Secretary | 16,32,274 | 72,12,002 | B.Com., A.C.S., A.C.A., M.I.I.A. | 36 | 01.06.2021 | Nil | | Ponnuru R K | 40 | Chief Operating Officer (PPB - SBU) | 87,17,412 | 1,36,37,696 | B.Tech. | 20 | 04.06.2004 | Nil | | Prabhakar L | 58 | Executive V.P. & Head - Social Investments | 67,89,774 | 1,73,01,296 | B.E. (Mech.), P.G. Dip. in P.M. & I.R. | 36 | 01.05.2006 | ITC Infotech India Ltd., G.M.- HR | | Prakash P | 37 | Head of Product, ITC MAARS, Agri SBU (ABD) | 06,93,363 | 67,07,988 | B.Tech. (EEE) | 16 | 05.09.2022 | Green Agrevolution Pvt. Ltd., A.V.P. | | Pujar A | 42 | Head of Marketing, Matches & Agarbatti SBU | 55,65,562 | 75,64,754 | B.E. (I.T.), M.B.A., P.G.D.M. (Marketing) | 16 | 10.06.2008 | Nil | | Pundlik G A | 41 | General Manager - Sales & Category Development - Cigarettes (TM & D) | 15,58,996 | 71,93,656 | B.E., M.B.A. | 17 | 10.06.2008 | Impetus Infotech India Pvt. Ltd., Software Engineer | | Puri Sudhir | 47 | V.P. - New Generation Products (ITD) | 23,41,705 | 1,52,90,236 | B.Tech. | 25 | 01.06.1998 | Nil | | Qing L X | 62 | Exec. Chinese Chef - ITC Maratha (HD) | 11,65,321 | 56,42,921 | Chinese Cooking, Cooking School of Beijing Tourism | 44 | 15.05.1999 | The Great Wall Sheraton Hotel, Executive Chef | | Radhakrishnan Y (Dr.) | 52 | Principal Scientist - Food Science & Technology (LSTC) | 23,72,708 | 76,45,847 | B.Sc. (Zoology), M.Sc. (Zoology), Ph.D. - Genetics | 21 | 15.11.2010 | University of North Carolina - Research Associate | | Rae S | 53 | Senior Principal Technologist - Packaging & Graphics Design (ITD) | 48,26,235 | 71,48,132 | B.Com. (Hons.) | 29 | 24.01.1995 | Nil | | Rai R K | 61 | Divisional Chief Executive (ABD) & SBU Chief Executive (Agri SBU) | 92,52,384 | 2,58,94,655 | B.A. (Economics), P.G.D. in Exports & Imports | 41 | 16.08.1990 | Britannia Industries Ltd., Commercial Officer | | Raja Sekhar G | 50 | Dy. General Manager (PSPD) | 31,06,823 | 74,36,626 | B.Com., I.C.W.A.I., M.Com., M.B.A. |
| 28 | 19.02.2002 | Hygrade Pellets Ltd., Dy. Manager | ``` ``` **SECTION: Employee Information** | Name | Age | Designation | Gross Remuneration (₹) | Net Remuneration (₹) | Qualifications | Experience (Years) | Date of Commencement of Employment | Previous Employment and Position Held | |--------------------------|-----|----------------------------------------------------------|------------------------|----------------------|-----------------------------------------------------------|---------------------|-------------------------------------|----------------------------------------------------------| | Rajasekhar R | 55 | General Manager - Exports, Tobacco SBU (ABD) | 1,54,30,110 | 78,01,332 | B.Sc. (Agriculture) | 32 | 03.03.1992 | Nil | | Rajesh V | 40 | General Manager - Product Development (PPB - SBU) | 1,15,45,029 | 69,37,298 | M.M.S. | 18 | 03.07.2006 | Nil | | Ralhan R | 44 | V.P. - Alternate Channels (TM & D) | 2,80,47,605 | 1,48,10,665 | B.E., M.M.S. | 21 | 04.06.2004 | Kirloskar Oil Engines Ltd., Graduate Engr. Trainee | | Rama Prasad H N | 58 | SBU Chief Executive - Tobacco SBU (ABD) | 3,89,38,694 | 1,95,14,588 | B.Sc. (Agriculture), M.Sc. (Agriculture) | 35 | 26.09.1988 | Nil | | Ramachandran R | 48 | Head of Finance, ITC Grand Chola (HD) | 2,61,639 | 46,49,405 | B.Com. (Hons.), A.C.A. | 21 | 08.08.2005 | The Imperial, Manager Accounts | | Ramamoorthy N | 58 | V.P. & Head Corporate EHS | 2,53,196 | 68,53,979 | B.Tech., Diploma in Industrial Safety | 35 | 01.10.1989 | Nil | | Ramamurthi S (Dr.) | 59 | Chief Scientist & Head of Corporate R&D (LSTC) | 1,86,15,350 | 1,64,39,497 | B.Sc. (Tech.), M.Sc. (Tech.), Ph.D - Applied Microbiology & Food Science | 30 | 27.08.2007 | Hindustan Unilever Ltd., Sr. Research Scientist | | Ramaswami K K | 34 | General Manager – Marketing - Snacks, Noodles & Pasta (FBD) | 3,50,030 | 66,34,892 | B.E., M.B.A. | 12 | 11.06.2012 | Nil | | Ramesh V | 58 | General Manager & Head of Manufacturing - Biscuits & Cakes (FBD) | 2,87,361 | 95,67,223 | B.Sc., M.Sc. | 36 | 11.09.2017 | Britannia Industries Ltd., Regional Manufacturing Head | | Ramkumar P | 53 | V.P. - Finance, IT & Procurement (ESPB - SBU) | 7,79,607 | 1,24,70,732 | B.Com., C.W.A., A.C.A. | 30 | 06.09.1999 | Zuari Industries Ltd., Dy. Mgr. - Finance | | Rana H S | 48 | General Manager - Instore Marketing (TM & D) | 8,80,306 | 66,27,259 | B.Sc., M.B.A. | 24 | 20.06.2000 | Nil | | Ranganathan S | 49 | V.P. - Finance (TM & D) | 8,68,532 | 1,15,64,316 | B.Com. (Hons.), A.C.A. | 26 | 01.09.1998 | Phillips India Ltd., Accounts Officer | | Rao A | 40 | Associate General Counsel | 6,56,085 | 60,21,721 | B.S.L., LL.B. | 18 | 02.01.2008 | Bajaj Allianz Gen. Insurance Co. Ltd., Senior Executive | | Rao J P | 55 | General Manager - T & RA (TM & D) | 4,49,566 | 62,45,981 | B.Com. (Hons.), Diploma | 32 | 26.04.1994 | Procter Gamble India Ltd., Territory Sales In-Charge | **SECTION: Information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014** | Name | Age | Designation | Gross Remuneration (₹) | Net Remuneration (₹) | Qualifications | Experience (Years) | Date of Commencement of Employment | Previous Employment and Position Held | |--------------------------|-----|----------------------------------------------------------|------------------------|----------------------|-----------------------------------------------------------|---------------------|-------------------------------------|----------------------------------------------------------| | Rao K N | 57 | V.P. - Processing & Technology, Supply Chain, Tobacco SBU (ABD) | 2,15,19,917 | 1,08,21,721 | B.Tech (EEE) | 35 | 24.10.1988 | Nil | | Rao Renati V | 54 | General Manager - Exports & SO&P (ITD) | 1,88,18,252 | 1,06,86,690 | B.Sc. (Hons.), P.G.D.M. | 30 | 01.04.1995 | Wipro Ltd., Marketing Asst. | | Rasquinha P C | 59 | Executive V.P. - Finance & MIS (PSPD) | 95,84,499 | 1,52,37,713 | B.Com. (Hons.), A.C.A., C.W.A. | 36 | 15.07.1991 | A.F. Ferguson & Co., Asst. Consultant | | Rathi N | 43 | General Manager - ITC MAARS - Agri SBU (ABD) | 27,39,324 | 70,23,876 | B.E., P.G. Dip. in Rural Mgmt. | 20 | 08.06.2005 | Nil | | Ravindranath V | 60 | General Manager - Corporate EHS | 69,17,579 | 81,95,023 | B.E., Certificate in Fire Protection | 37 | 30.12.2009 | Poet Consultants Pvt. Ltd., Additional Chief Engineer | | Ravish H G | 53 | General Manager - Leaf Operations (NFCV), Tobacco SBU (ABD) | 55,29,644 | 73,04,252 | B.Sc. |
Subsets and Splits