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1 2 0 1 71 RUSSELL CREDIT LIMITEDR ussell Credit Limited 2 Greenacre Holdings Limited 30 ITC Infotech India Limited 54 ITC Infotech Limited 85 ITC Infotech (USA), Inc. 98 Indivate Inc. 104 Srinivasa Resorts Limited 107 Fortune Park Hotels Limited 134 Bay Islands Hotels Limited 157 WelcomHotels Lanka Pvt. Ltd. 175 Landbase India Limited 180 Technico Agri Sciences Limited 208 Technico Pty Limited 239 Technico Technologies Inc. 248 Technico Asia Holdings Pty Limited 252 Technico Horticultural (Kunming) Company Limited 257 Surya Nepal Private Limited 266 Gold Flake Corporation Limited 282 ITC Investments & Holdings Limited 300 MRR Trading & Investment Company Limited 308 North East Nutrients Pvt. Ltd. 318 Wimco Limited 344 Prag Agro Farm Limited 368 Pavan Poplar Limited 381 SUBSIDIARY COMPANIES2 RUSSELL CREDIT LIMITEDREPORT OF THE BOARD OF DIRECTORS & MANAGEMENT DISCUSSION AND ANALYSIS FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 20171.

2 Your Directors submit their report for the nancial year ended 31st March, ECONOMIC ENVIRONMENT The Indian economy is estimated to grow by in real terms during 2016-17 as against a growth of in 2015-16. Gross Value Added (GVA) growth (at basic prices) is expected at in 2016-17, against in 2015-16. Economic indicators such as credit off-take, capacity utilisation and investments continue to point to weakness in the broader economy, although in ation and Current Account De cit remained in the comfort zone aided, inter-alia, by low crude oil prices. The Government s commitment to contain the Fiscal De cit also helped maintain macro-economic stability. Services sector growth slowed in 2016-17, especially post demonetisation from November 2016 onwards. While Industry growth gures indicated signs of recovery, other measures ( IIP) continued to re ect muted growth.

3 Agriculture growth was positively impacted by normal monsoon after 2 consecutive years of poor rainfall. Sustained macro-economic stability, including decline in headline in ation, led to RBI continuing with its accommodative Monetary Policy to stimulate economic growth. The Central Bank cut Policy interest rates by 50 bps in the rst half of the nancial year, taking the aggregate cuts to 175 bps since January 2015. Further, to facilitate better transmission of interest rate cuts, the RBI, at the beginning of the nancial year, shifted its Monetary Policy stance to progressively reduce liTuidity de cit in the Banking system and bring it to a position closer to neutrality. In response to liquidity measures from the RBI, market interest rates started to decline. However, the withdrawal of speci ed bank notes during the year resulted in signi cant increase in banking system liquidity and led to steep fall in market interest rates and bank deposit / lending rates.

4 However, bank credit growth continues to remain tepid despite fall in borrowing costs. This alongwith Central Government s commitment to scal prudence and continuation of monetary stimulus by Central Banks in Europe and Japan are expected to push market interest rates further lower. However, trajectory of monsoon in 2017, rally in global commodity prices, persistence in core Consumer Price In ation which poses upside risks, volatility in currency markets and normalisation of monetary policy by global Central Banks can adversely in uence sentiment and cause market interest rates to remain range bound in nancial year FINANCIAL PERFORMANCE The overall performance of your Company has been satisfactory, despite decline in market interest rates. During the year, revenue from operations was lower by to ` 4, lakhs (previous year: ` 5, lakhs).

5 Income from debt market deployments by the Company was ` 2, lakhs (previous year: ` 3, lakhs), while revenue from equity market operations was ` lakhs (previous year: ` lakhs). Income from the Company s mutual fund distribution and leasing activities aggregated ` lakhs during the year (previous year: ` 1, lakhs). Pro t Before Tax registered a decline of to ` 4, lakhs while Net Pro t declined by to ` 3, lakhs. The nancial results of your Company, summarised, are as under: For the year ended For the year ended 31st March, 2017 31st March, 2016 (` in lakhs) (` in lakhs) a. Pro t Before Tax 4, 6, Less : Tax Expense 1, 2, b. Pro t After Tax 3, 4, c. Add : Pro t brought forward 1, 3, from previous years d.

6 Surplus available for Appropriation 4, 7, e. Add : Adjustment pursuant to the Scheme of Amalgamation [Refer Note 21(xi)(A) to the Financial Statements] f. Less : Interim Dividend paid 4, g. Less : Income Tax on Interim Dividend h. Less : Transferred to Special Reserve under Section 45-IC of the Reserve Bank of India Act, 1934 i. Balance carried forward 4, 1, DIRECTORS AND KEY MANAGERIAL PERSONNEL(a) Changes in Directors and Key Managerial Personnel during the year During the year under review, there was no change in the composition of the Board of Directors ( the Board ) of your Company. The present term of Mr. Sharad Jain, Manager and Company Secretary of the Company, will expire on 30th June, 2017.

7 The Board, on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Tunal Kumar Ghosal as the Manager of the Company for a period of two years with effect from 1st July, 2017, in terms of the provisions of Sections 196 and 203 of the Companies Act, 2013 ( the Act ), subject to the approval of the Members of the Company. Appropriate resolution seeking your approval to Mr. Ghosal s appointment as Manager is appearing in the Notice convening the ensuing Annual General Meeting ( AGM ) of the Company. Mr. Ghosal has also been appointed as the Company Secretary of the Company with effect from the said date.(b) Declaration of Independence by Independent Directors The Independent Directors of your Company have con rmed that they meet the criteria of Independence as prescribed under Section 149(6) of the Act read with Rule 5 of the Companies (Appointment and 4uali cation of Directors) Rules, 2014.

8 (c) $WWULEXWHV TXDOL FDWLRQV DQG DSSRLQWPHQW RI 'LUHFWRUV As reported in earlier years, the attributes and quali cations of the Independent Directors provided in Section 149(6) of the Act and Rule 5 of the Companies (Appointment and 4uali cation of Directors) Rules, 2014 were adopted by the Nomination and Remuneration Committee. The attributes and quali cations, as applicable, were also adopted in respect of the other Directors. In terms of the Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016, the Company s Policy for ascertaining t and proper criteria of Directors was approved by the Board. The Directors of the Company, other than the Independent Directors, are executives of ITC Limited, the Holding Company, and ful l the t and proper criteria for appointment as Directors.

9 The Directors, other than the Independent Directors, are liable to retire by rotation and one-third of them retire every year and are eligible for re-election. In accordance with the provisions of Section 152(6) of the Act, Mr. Supratim Dutta (DIN: 01804345), Director, will retire by rotation at the ensuing AGM of the Company, and being eligible, offers himself for re-election. Your Board has recommended his re-election. (d) Board evaluation The Board carried out annual performance evaluation of its own performance and that of the individual Directors as also functioning of the Board Committees, as required under Section 134(3)(p) of the Act. The performance evaluation of the Board and individual Directors, as in the previous year, was based on criteria approved by the Nomination and Remuneration Committee. The Committee Chairmen placed before the Board, reports on functioning of respective Board Committees during the year.

10 (e) 5 HPXQHUDWLRQ RI 1RQ ([HFXWLYH 'LUHFWRUV Only the Independent Directors of the Company are paid sitting fees of ` 20,000/- and ` 10,000/-, respectively, for attending meetings of the Board and Committees thereof. The Directors did not have any pecuniary relationship or transaction with the Company. (f) 5 HPXQHUDWLRQ 3 ROLF\ The Remuneration Policy of the Company for the Directors, Key Managerial Personnel and other employees, as approved by the Board, is enclosed as $QQH[XUH to this report . 5. BOARD AND BOARD COMMITTEES The ve Board Committees of the Company and their present composition is as follows: $XGLW &RPPLWWHH 1 RPLQDWLRQ DQG 5 HPXQHUDWLRQ &RPPLWWHH Mr. R. Tandon (Chairman) Mr. B. B. Chatterjee (Chairman) Mr. P. Chatterjee Mr. P. Chatterjee Ms. A. Guhamallick Ms. A. Guhamallick Mr. R. Tandon3 RUSSELL CREDIT LIMITED &65 &RPPLWWHH $VVHW /LDELOLW\ 0 DQDJHPHQW &RPPLWWHH Mr.)]]