ITC Ltd — Investor Presentation 2023

Jul 24, 2023

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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

24[th] July, 2023

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

The Secretary The Calcutta Stock Exchange Ltd. 7, Lyons Range Kolkata 700 001

Dear Sirs,

Analysts / Investors Meet

We write to advise, pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, that the Analysts / Investors Meet on the proposed demerger of the Hotels Business on 27[th] July, 2023 from 16:30 hours (IST).

The event will be held virtually and the details of the same will be hosted on the Company’s corporate website www.itcportal.com .

The investor presentation with regard to the proposed demerger is enclosed and it will also be hosted on the Company’s corporate website.

Yours faithfully, ITC Limited

RAJENDRA Digitally signed by RAJENDRA KUMAR KUMAR SINGHI Date: 2023.07.24 SINGHI 16:06:44 +05'30' (R. K. Singhi) Executive Vice President & Company Secretary

Enclosed: a/a

FMCG ⚫ HOTELS ⚫ PAPERBOARDS & PACKAGING ⚫ AGRI-BUSINESS ⚫ INFORMATION TECHNOLOGY Visit us at www.itcportal.com ⚫ Corporate Identity Number : L16005WB1910PLC001985 ⚫ e-mail : enduringvalue@itc.in

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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

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Proposed Demerger of Hotels Business Investor Presentation

24[th] July, 2023

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Forward-Looking Statements

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This presentation contains certain forward-looking statements including those describing the Company’s strategies, strategic direction, objectives, future prospects, estimatesetc. 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 as to their and readers are advised not to undue reliance on these guarantee accuracy place any 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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ITC

Leading FMCG Marketer

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Foremost Agri Player

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Contributing to all sectors of the economy Agriculture, Manufacturing & Services

Pre-eminent Hotel chain | Trailblazer in Responsible Luxury

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Clear Market leader in Paperboards, Paper & Packaging

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Hotels Business Overview

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ITC Hotels

Investment-led Growth phase: 2003 to 2017

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• Prior to 2004, ownership of Hotels Business was split between ITC Ltd. and ITC Hotels Ltd. & its subsidiaries

• ITC Hotels Ltd. (separate listed entity) & Ansal Hotels Ltd. merged with ITC Ltd. wef. 1[st] April, 2004

• Consolidation of the Hotels Business under ITC Ltd.

• Scaling up the Business in line with attractive growth prospects of Indian Travel & Tourism industry

• Obtaining fiscal efficiencies & rationalization of operating costs

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2000’s
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ITC Maratha (2001) ITC Sonar (2003) ITC Grand Central (2005) ITC Gardenia (2009)

ITC Grand Chola (2012) WH Bengaluru (2014) ITC Grand Bharat (2014) WH Coimbatore (2017)

ITC Kohenur (2018) ITC Grand Goa (2018) ITC Royal Bengal (2019) WH Amritsar (2019)

2020’s

WH Bhubaneswar (2021) WH Guntur (2021) ITC Narmada (2022) ITC Ratnadipa (WIP)

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2010’s

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Strategy Refresh c.2018 Pivot to Asset Right

ITC Hotels

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ASSET RIGHT

CONTINUED DIGITAL FIRST CAPITAL EMPLOYER OF CHOICE INVESTMENT TO PRODUCTIVITY ENHANCE BRAND EQUITY Key Differentiators • Smart Revenue • Sweating existing assets • D & I amongst best in Management • industry Responsible Luxury Augment new revenue • Customer Intimacy streams • Robust L&D programmes Signature cuisines • Productivity and • Extreme Cost and • Strong Talent Pool Indigenous Experiences efficiency Margin focus ‒

• Bouquet of brands Key Differentiators catering to relevant • Responsible Luxury need spaces • Signature cuisines

• • 18 Hotels opened in last 16 Months • Indigenous Experiences •

• • World Class Loyalty Strong pipeline Programs – Marriott Bonvoy & Club ITC

‒ Leverage ITC HMI, WGSHA (Manipal)

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Rapid Scale up of Hotels Business post Merger in 2004

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Room Inventory Rapid scale up Revenue (in Rs cr.) CAGR: 11%
Owned keys Managed keys Richer Mix 3000
11600+ 2500
12000 2689
10000 2000
8000 6223
1500 1747
6000
4472 1000
4000 978
2322
5377 500
2000
0 2150 0 349
FY03 Current FY03 FY10 FY19 FY23
EBITDA (in Rs cr.) CAGR: 15% EBIT (in Rs cr.) CAGR: 17%
900 600
800 852
500 557
700
600 400
500
300
400
300 385 200 231
313
200 186
100
100 22
0 53 0
FY03 FY10 FY19 FY23 FY03 FY10 FY19 FY23
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Consolidated Segment financials

India’s Pre-eminent Hospitality Chain ITC Hotels Group

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70+ Destinations | 120+ Hotels | 11600+ Rooms

Upper Upscale Boutique Mid to Upscale

Heritage

Luxury

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ITC Grand Chola
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ITC Narmada
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Hotels that define the destinations

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Iconic Hotels

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ITC GRAND CHOLA, CHENNAI
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ITC MARATHA,MUMBAI
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ITC NARMADA, AHMEDABAD
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ITC ROYAL BENGAL, KOLKATA
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ITC GRAND BHARAT, GURUGRAM
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ITC KOHENUR, HYDERABAD
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ITC MAURYA, DELHI
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ITC GRAND GOA
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Globe’s finest Indian & India’s finest Global Cuisine

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‘Responsible Luxury’ Integrating world-class Luxury with Sustainability

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‘Transition 2030’

22 LEED Platinum certified hotels; Largest chain in the world to achieve this feat World’s first 12 Hotels to receive LEED Zero Carbon Carbon Certification World’s first 2 LEED Zero Water Certified Hotels Water Surpassed 2030 GHG sectoral emission targets set as per COP 21

Keeping Ahead of the sustainability Curve

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Net Zero Carbon Goal

LEED Zero Carbon status for all owned hotels to exceed 2050 GHG sectoral emissions targets set as per COP 21

Waste Reduction

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• Solid waste reuse / recycling beyond 99%

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Water Efficiency

• LEED Zero Water Status for more than 50% of owned hotels - 40% reduction in fresh water consumption (Baseline 2018)

LEED: Leadership in Energy & Environmental Design

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Best-in-class Digital Architecture

Best in Class Mobile App / Brand.com

• •Industry Leading Features

• •Native | Progressive Web App

Superior Loyalty Platform

• •Instant Gratification

• •Pan ITC Redemption Options

NextGen CRM

• •Integrated Sales | Marketing | Service

• •Persona Based | Targeted Marketing

Advanced Distribution Platform

• •Seamlessly Distributing Across All Global Channels

• •Own GDS Code

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Frictionless Guest Experience

• •In-Room Automation*

• •Seamlessly Integrated Online - Offline Journey

Sharper Targeting Using Data Lake

• •Group-wide Data Lake

• •Cutting edge Tools & capabilities

Progressive Cloud Application Stack

• •Quick On-Boarding New Hotels | Reduced IT Infra Capex

• •Standardization for Consistent Guest Experience

World-Class Marketing Command Centre

• •Cutting Edge Social Media Tools & Analytics Platform

• •Sixth Sense – Enabling Targeted Customer Engagement

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*Available in select hotels

Synergistic Leveraging institutional strengths for Growth Competitive Advantage

Corporate Brand Robust Governance, High quality reputation Systems & Processes Talent Pool

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Globally acclaimed Digital Sustainability credentials capabilities

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New Opportunities blending Sourcing quality R&D + FMCG capabilities products

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Foods, Agri, Personal Care

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Source of sustainable competitive advantage for ITC FMCG Businesses

Cuisine Knowledge: Packaged Foods & Food Tech

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High Quality Consumer Engagement + Brand Visibility

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Pan ITC Loyalty

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Winner of several Marquee Awards over the Years

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2022 2022 2022 2023 2023
Best Hotel for
Best Luxury Hotel Best New Hotel Weddings Best South Indian
Best Takeaway
Chain (Domestic) (Domestic) – Fine Dining Restaurant
category Editor’s Choice
Award
Dakshin
ITC Hotels ITC Narmada ITC Grand Goa Gourmet Couch
ITC Kakatiya
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Travel + Leisure India's Best Awards

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Times Food & Nightlife Awards
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2023 2022 2022 2022 2023 Best hotels and Best Upscale Favourite Program of the Year, Avartana, ITC resorts in the Business & Leisure Restaurant in an Best Elite Program, Grand Chola and world Hotel Brand Indian Hotel Best Promotion, Best Bukhara, ITC Redemption Ability in Maurya MEA Region ITC Grand Chola Fortune Bukhara, ITC Club ITC Maurya Condé Nast Traveler Today’s Traveller Condé Nast Traveller Freddie Awards Asia’s Top 100 The Gold List Reader's Choice Award Restaurants

Other

notable

awards

Travel + Leisure India's Best Awards Travel + Leisure India's Best Awards Condé Nast Traveller Reader's Choice Best Bleisure Hotel – Best 5 Star Food delivery – Award – Favorite Restaurant in a Hotel ITC Royal Bengal, 2021 Gourmet Couch, 2020 Dum Pukht, ITC Maurya, 2020 Travel + Leisure India's Best Awards AsiaSpa Awards – Best Destination Spa VETA Best Business Hotel Chain of the Best Luxury Resort (Domestic) – (India) Year - Fortune, 2020 ITC Grand Bharat, 2020 Kaya Kalp, ITC Grand Bharat, 2019

Times Food & Nightlife Awards - Best Confectionery Destination in Premium Dining Category & Chocolatier – Fabelle, 2020

Today’s Traveller - Best Upscale Hotel Year - Fortune, 2020 Chain – Fortune, 2019

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Hospitality Industry poised for Strong Growth

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Growing societal aspirations Infrastructure & Tourism Thrust

Hospitality Industry poised for strong growth

Govt’s Thrust on Infrastructure & Tourism

Strong industry recovery

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Low Room Supply Penetration

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Next 5 yr. Supply CAGR 5% Vs. Demand CAGR >7%

Source: HVS Anarock

Favourable Macros

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Growing per Capita Income
2010 2021 2031
$1,360 $2,278 $5,242
Growing Urbanization
2010 2021 2031
31% 35% 40%
Source: Analyst reports
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Median Age amongst the lowest in the world

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FY20 FY50E
60 55
50 38 37 45 38 43 38 48 40 42 43 47 48
40 34
28 30
30
20
10
0
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Source: WorldoMeter

Digital Explosion

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% of Total Population
India China
2020 2025E 2020
Access to
48-50% 68-71% 68-71%
Internet
Online
20-22% 54-57% 54-57%
Services Users
Online
11-13% 46-50% 46-50%
Shoppers
Smartphone
34-38% 52-59% 64-68%
Users
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Source: Redseer

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ITC Hotels

Poised for Next Horizon of Growth

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Proposed Demerger of Hotels Business

1 Strategic Rationale 2 Transaction Summary 3 Proposed Demerger

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Strategic Rationale

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Hotels Business has matured over the years; well poised to chart its own growth path as a separate entity

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• Asset Right strategy to accelerate growth whilst continuing to leverage ITC’s institutional strengths & brand equity

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2
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• 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

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• 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

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4
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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 (i.e. ‘asset-right’ + higher dividend distribution)

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Transaction Summary

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• Proposed Transaction Transaction Highlights Transaction Perimeter[1] Key Approvals Required

• ▪ Board accorded in-principle approval ▪ ITC shareholders to get direct stake ▪ Assets, liabilities, contracts and ▪ Proposed transaction is subject to final to demerge the Hotels Business of in a Pure Play listed Hotel entity employees forming part of the Hotel consideration & approval of the Board ITC into a new entity (Hotels Co.) business are intended to be of Directors & its Committees, after which would be listed pursuant to ▪ Ensures continued interest of ITC in transferred to Hotels Co. considering inputs from advisors scheme of demerger the Hotels Business in line with its corporate strategy of multiple ▪ Hotels Co. to be given a license to use ▪ If approved by Board, scheme of

• ▪ ITC shareholders to hold about 60% drivers of growth the ‘ ITC ’ name as part of its corporate demerger will be subject to necessary direct stake in the Hotels Co. name & some of its properties’ approval from shareholders, creditors, (proportionate to their stake in ITC); ▪ Creates a strong foundation for names, subject to customary stock exchanges, SEBI, NCLT and other remaining about 40% stake to accelerating growth and sustained conditions regulatory authorities, as required continue with ITC value creation by providing longterm stability & strategic support to ▪ Suitable commercial arrangements

• ▪ No change in economic interest held Hotels Co. for common assets & shared services by ITC shareholders in Hotels Business ▪ Enables continued access to cross synergies between ITC & Hotels Co.

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1 Subject to requisite approvals

Proposed Demerger

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Proposed Demerger

Resultant Structure

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Shareholders Shareholders
Equity Shares
appx. 60%
100%
100%
100% appx.
Resulting 40% Resulting
ITC ITC
Company Company
FMCG, Cigarettes, FMCG, Cigarettes,
Paperboards & Hotel Business Paperboards & Hotel Business
Packaging, Agri, IT Packaging, Agri , IT
Demerger
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Transaction Overview

• Demerger of ITC’s Hotel Business into a new entity (Hotels Co.) through a scheme of arrangement approved by National Company Law Tribunal

• Hotels Co. to issue equity shares directly to the shareholders of ITC in a manner that about 40% stake is retained by ITC and about 60% stake is held directly by ITC shareholders proportionate to their shareholding in ITC

• Overall, existing ITC shareholders will hold 100% of Hotels Co.; about 60% directly and balance of about 40% through their shareholding in ITC

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THANK YOU

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