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

14th August, 2023

The Manager The General Manager The Secretary

Listing Department Dept. of Corporate Services The Calcutta Stock
National Stock Exchange of BSE Ltd. Exchange Ltd.
India Ltd. P. J. Towers 7, Lyons Range
Exchange Plaza, Dalal Street Kolkata 700 001
Plot No. C-1, G Block Mumbai 400 001
Bandra-Kurla Complex
Bandra (East)
Mumbai 400 051

Dear Sirs,

Further to our letters dated 24th July, 2023 and 31st July, 2023, we write to inform that,
the Board of Directors of the Company (‘the Board’) at the meeting held today i.e.,
14th August, 2023, has subject to necessary statutory and regulatory approvals,
considered and approved the Scheme of Arrangement amongst ITC Limited
(‘Demerged Company’) and ITC Hotels Limited (‘Resulting Company’) and their
respective shareholders and creditors under Sections 230 to 232 read with other
applicable provisions of the Companies Act, 2013 (‘Scheme’).

The said Scheme involves the demerger of the Demerged Undertaking (as defined in
the Scheme) comprising the Hotels Business (as defined in the Scheme) of the
Demerged Company into the Resulting Company on a going concern basis and in
consideration, the consequent issuance of equity shares by the Resulting Company to
all the shareholders of the Demerged Company in accordance with the
Share Entitlement Ratio i.e. “for every 10 (Ten) Ordinary Shares of face and
paid-up value of Re. 1 each held in the Demerged Company, 1 (One) equity share of
face and paid-up value of Re. 1 in the Resulting Company”.

Further details as required under Regulation 30 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 read with the SEBI Circular dated
13th July, 2023, are given in the Enclosure.

FMCG ⚫ HOTELS ⚫ PAPERBOARDS & PACKAGING ⚫ AGRI-BUSINESS ⚫ INFORMATION TECHNOLOGY

Visit us at www.itcportal.com ⚫ Corporate Identity Number : L16005WB1910PLC001985 ⚫ e-mail : [email protected]
A copy of the Investor Presentation providing further details on the subject matter is
also attached.

The Board Meeting commenced at 3.30 p.m. and concluded at 4.30 p.m.

Yours faithfully,
ITC Limited
RAJENDRA Digitally signed by
RAJENDRA KUMAR
KUMAR SINGHI
Date: 2023.08.14
SINGHI 16:31:21 +05'30'

(R. K. Singhi)
Executive Vice President &
Company Secretary

Enclosed: a/a
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
 Enclosure

Sl. Particulars Details

No.
1. Brief details of the The Demerged Undertaking (as defined in the Scheme) consisting
division(s) to be Demerged of the businesses, undertakings, assets, activities, operations and
properties of ITC Limited (‘Demerged Company’ or ‘Company’ or
‘ITC’), related to or pertaining to the conduct of, or the activities of
the Hotels Business (as defined in the Scheme), on a going concern
basis.

“Hotels Business” includes the business of owning, licensing,

operating, managing, servicing, marketing, accommodating and
supervising the operations of hotels and includes dining and
banqueting services, etc.

2. Turnover of the demerged The turnover of the Demerged Undertaking for the year ended
division and as percentage to 31st March, 2023 was Rs. 2573.22 Crores representing 3.7% of the
the total turnover of the total standalone turnover of the Company for the year ended
listed entity in the 31st March, 2023.
immediately preceding
financial year / based on
financials of the last
financial year;
3. Rationale for demerger ITC is a diversified company engaged in various businesses
including hotels. The Hotels Business of ITC includes ownership/
licensing/ management of several hotel properties and providing
services including accommodation, dining, banqueting, etc.

The Hotels Business of ITC has matured over the years and is well
poised to chart its own growth path and operate as a separate listed
entity in the fast-growing hospitality industry whilst continuing to
leverage ITC’s institutional strengths, strong brand equity and
goodwill. Therefore, the Scheme is being proposed to segregate
Hotels Business from Remaining Business of ITC and demerge it
into the Resulting Company.

The proposed Scheme would be in the best interests of the

Companies and their respective shareholders, employees, creditors
and other stakeholders for the following reasons:

a. The confluence of favourable factors such as rising societal

aspirations, strong macro-economic fundamentals of the
country, Government of India’s thrust on the Travel & Tourism
industry and infrastructure creation along with rapid
digitalization present immense opportunities for the
Hotels Business going forward, though distinct from the other
businesses of the Demerged Company.
Sl. Particulars Details
No.
b. In light of the distinctive profile of the hospitality industry,
housing the Hotels Business in a separate listed entity would
enable crafting of the next horizon of growth and sustained
value creation for shareholders through sharper focus on the
business anchored on a differentiated strategy aligned with
industry specific market dynamics.

c. The Resulting Company is a newly incorporated entity which

will have the ability to raise capital from equity and debt
markets towards funding its growth requirements.

d. The Resulting Company as a focused entity would attract the

right sets of investors, strategic partners and collaborations,
whose investment strategies and risk profiles are aligned more
sharply with the hospitality industry.

e. The Scheme would unlock value of the Hotels Business for

existing shareholders of the Demerged Company through
independent market driven valuation of their shares in the
Resulting Company which will be listed pursuant to the
Scheme, along with the option and flexibility to remain invested
in a pure play hospitality focused listed entity.

f. The Scheme will ensure long term stability and strategic

support to the Resulting Company and also enable the
leveraging of cross synergies between the two Companies.

4. Brief details of change in • There will be no change in the shareholding pattern of ITC.
shareholding pattern
(if any) of all entities • Upon this Scheme becoming effective and in consideration of
the transfer and vesting of the Demerged Undertaking from ITC
to the Resulting Company in terms of this Scheme, the
Resulting Company shall, issue and allot equity shares, to all the
members of ITC, holding fully paid-up equity shares on the
Record Date in the following manner:

“for every 10 (Ten) Ordinary Shares of face and paid-up value

of Re. 1 each held in the Demerged Company, 1 (One)
equity share of face and paid-up value of Re. 1 in the
Resulting Company”

Post the implementation of the Scheme, the shareholders of ITC

will directly hold about 60% in the Resulting Company,
proportionate to their shareholding in ITC; the balance stake of
about 40% in the Resulting Company will be held by ITC.
Sl. Particulars Details
No.
Overall, the shareholders of ITC will hold 100% of the ultimate
beneficial economic interest in the Hotels Business (direct
holding of about 60% and indirect holding of about 40% through
ITC).

5. In case of cash consideration No cash consideration is payable under the Scheme.

- amount or otherwise share The consideration for demerger shall be discharged by issue of
exchange ratio equity shares by the Resulting Company as follows:

“for every 10 (Ten) Ordinary Shares of face and paid-up value of

Re. 1 each held in the Demerged Company, 1 (One) equity share of
face and paid-up value of Re. 1 in the Resulting Company”

Based on above share entitlement ratio, if any shareholder(s) is

entitled to fractional shares, then such fractional shares shall be
consolidated and issued to trustee(s) who shall sell such shares and
the net sale proceeds will be distributed by the trustee(s) to such
shareholders in proportion to their respective fractional
entitlements, in accordance with SEBI Master Circular dated
20th June, 2023.

6. Whether listing would be Yes, the Resulting Company is proposed to be listed on the BSE
sought for the resulting Limited and the National Stock Exchange of India Limited.
entity
Updates on the Proposed Demerger of Hotels Business
Investor Presentation

14th August, 2023

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Forward-Looking Statements

This presentation contains certain forward-looking statements including those describing the Company’s strategies,
strategic direction, objectives, future prospects, estimates etc. Investors are cautioned that “forward looking statements”
are based on certain assumptions of future events over which the Company exercises no control. Therefore there can be no
guarantee as to their accuracy and readers are advised not to place any undue reliance on these forward looking
statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events, or otherwise. These statements involve a number of risks, uncertainties and
other factors that could cause actual results or positions to differ materially from those that may be projected or implied by
these forward looking statements. Such risks and uncertainties include, but are not limited to: growth, competition,
acquisitions, domestic and international economic conditions affecting demand, supply and price conditions in the various
businesses in the Company’s portfolio, changes in Government regulations, tax regimes and other statutes, and the ability
to attract and retain high quality human resource.

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Proposed Demerger

Proposed Demerger Resultant Structure

Shareholders Equity Shares Shareholders

~60%
100%
100%

100% ~40%
ITC ITC Hotels ITC ITC Hotels

FMCG, Cigarettes, FMCG, Cigarettes,

Paperboards & Hotel Business Paperboards & Hotel Business
Packaging, Agri, IT Demerger Packaging, Agri , IT

Transaction Overview

▪ Demerger of ITC’s Hotel Business into ITC Hotels through a scheme of arrangement to be approved by National Company Law Tribunal
▪ ITC Hotels to issue equity shares directly to the shareholders of ITC in a manner that about 60% stake is held directly by ITC shareholders proportionate
to their shareholding in ITC and remaining about 40% stake to continue with ITC
- Overall, existing ITC shareholders will hold 100% of ITC Hotels, i.e. about 60% directly and balance of about 40% through their shareholding in ITC

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Rationale for Demerger
1 Hotels Business has matured over the years; well poised to chart its own growth path as a separate entity
- Asset Right strategy to accelerate growth whilst continuing to leverage ITC’s institutional strengths & brand equity

2 Creation of a separate Pure Play Hotels entity to enable crafting the next horizon of growth & sustained value
creation for shareholders
- Sharper business focus anchored on a differentiated strategy aligned with industry specific market dynamics

3 New entity would operate with an optimal capital structure, with the ability to access equity / debt markets for
funding growth requirements
- Ability to attract the right set of investors / strategic partners / collaborations → Investment strategies & risk profiles aligned
more sharply with Hospitality industry

4 Unlock Value for ITC shareholders

- Direct stake to existing ITC shareholders in a pure play Hotels entity
- Independent market driven valuation of focused new entity
- Continued access to cross synergies
- Reinforce ITC’s sharper capital allocation strategy

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Rationale for Retaining 40% stake in ITC Hotels

ITC Hotels will operate as an independent hospitality focused listed entity; it will continue to
leverage ITC’s institutional strengths, strong brand equity and goodwill

Create a strong foundation for accelerating growth and sustained value creation by providing
long-term stability and strategic support to ITC Hotels
Instill a sense of assurance among stakeholders including partners & employees

Enable continued access to synergies for both ITC and ITC Hotels

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Transaction Summary

Proposed Transaction Transaction Perimeter1 Key Approvals Required

▪ Board accorded approval to demerge the ▪ Properties, assets, investments, ▪ Scheme of demerger is subject to
Hotels Business of ITC into ITC Hotels employees, liabilities and contracts necessary approval from shareholders,
which would be listed pursuant to forming part of the Hotels business to be creditors, stock exchanges, SEBI, NCLT and
scheme of demerger transferred other regulatory authorities, as required

▪ ITC shareholders to hold about 60% ▪ Intellectual property / trademarks ▪ Indicative timeline for listing of ITC Hotels:
direct stake in ITC Hotels (proportionate exclusively used in Hotels Business will be ~15 months
to their stake in ITC); remaining about transferred
40% stake to continue with ITC
▪ ITC Hotels to be given a license to use the
▪ 100% economic interest will continue to ‘ITC ’ name as part of its corporate name &
be held by ITC shareholders in Hotels some of its properties / brand names,
Business subject to customary conditions

▪ Suitable commercial arrangements for

common assets & shared services

1 Subject to requisite approvals |6|

Transaction Perimeter (1/2)

Properties, assets, investments, employees, liabilities & contracts forming part of Hotels Business
are intended to be transferred
- Transfer of some properties (on leasehold land) require prior approval / consent from lessors / regulators

- Common assets such as offices, managerial/staff housing, etc. would either be transferred or leased/made
available to ITC Hotels through suitable commercial arrangements

Investments in Hospitality Entities forming part of Hotels Business to be transferred to ITC Hotels
- Bay Islands Hotels Ltd.; Fortune Park Hotels Ltd.; Landbase India Ltd.; Srinivasa Resorts Ltd.; WelcomHotels
Lanka Pvt. Ltd.; Gujarat Hotels Ltd.; International Travel House Ltd.; Maharaja Heritage Resorts Ltd.

- Financial (EIH Ltd. & HLV Ltd.) and non-operational (Logix Developers Pvt. Ltd.) Investments not proposed to
be transferred

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Transaction Perimeter (2/2)

Intellectual property / trademarks exclusively used in relation to Hotels Business will be

transferred to ITC Hotels
- ITC Hotels would be given a license to use ‘ITC’ prefix as part of its corporate name & also as part of some of
its properties / brand name for a suitable fee, subject to customary conditions

- Trademarks jointly used by ITC’s other businesses and Hotels Business will be licensed to ITC Hotels, on
mutually agreed terms

Employees engaged in / related to Hotels Business to be transferred to ITC Hotels

- Employment terms to be no less favourable than their existing terms of employment with the Company

- Transferred employees to be deemed to become employees of ITC Hotels without any break or interruption
in service

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Share Entitlement Ratio
➢ Unlike mergers / demergers involving different sets of shareholders, 100% of the ultimate economic beneficial interest of Hotels Business
will remain with ITC shareholders – 60% directly, 40% through ITC
Consequently, share entitlement ratio need not be determined based on fair valuation of the relevant companies

➢ Number of shares an ITC shareholder is entitled to in ITC Hotels determined basis Share Entitlement Ratio, which -
- is a function of the Share Capital (i.e. no. of shares) of the two companies
- has no bearing on the market capitalization of ITC Hotels; only on price per share

Share Entitlement Ratio: For every 10 shares held in ITC, ITC shareholders to get 1 share of ITC Hotels

Particulars Reference Value

Total no. of equity shares of ITC Hotels (pre demerger) A 83 cr.
Equity stake of ITC in ITC Hotels (post demerger) B 40%
Total no. of equity shares of ITC Hotels (post demerger) C = (A/B) 208 cr.
No. of equity shares of ITC Hotels to be issued to ITC’s shareholders D=C-A 125 cr.
Total no. of equity shares of ITC E 1246.5 cr.
Number of ITC shares against which 1 share of ITC Hotels will be issued (rounded off) E/D 10
Note: Above Share Entitlement Ratio has been recommended by an independent Registered Valuer

Fractional shares, if any, shall be issued to a trustee and net proceeds from sale of such shares will be distributed to shareholders in proportion to their respective fractional entitlements in terms of SEBI regulations |9|
Key Approvals and Indicative Timelines
Jul 2023 Aug Sep Oct Nov Dec Jan 2024 Feb Mar Apr May June July Aug Sep Oct Nov

In-Principle approval from the Board

Final Board Approval

Filing of scheme with Stock Exchanges

Receipt of Stock Exchanges approval and filing with NCLT

Filing of Scheme with NCLT

Shareholders / creditors meeting

NCLT / other regulatory process

Receipt of NCLT order

Filing with ROC

Appointed / Effective date for Demerger

Issuance and Listing of equity shares of ITC Hotels

Listing of shares of ITC Hotels

Indicative timelines for listing of ITC Hotels is ~15 months

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Transaction Advisors

Financial Advisor & Fairness Opinion Provider

Valuer (PwC Business Consulting Services)

Tax Advisor (Price Waterhouse & Co)

Legal Advisor
Cyril Amarchand Mangaldas

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THANK YOU

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