ITC Ltd - Proxy Solicitation & Information Statement 2024

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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

2[nd] May, 2024

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,

NOTICE CONVENING MEETING OF THE ORDINARY SHAREHOLDERS OF ITC LIMITED

Further to our letter dated 24[th] April, 2024, we hereby enclose, in terms of Regulations 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Notice convening the Meeting of the Ordinary Shareholders of ITC Limited on Thursday, 6[th] June, 2024 at 10.30 a.m. (IST) , pursuant to the directions of the Hon’ble National Company Law Tribunal, Kolkata Bench, vide Order dated 22[nd] April, 2024, for the purpose of considering, and if thought fit, approving the proposed Scheme of Arrangement amongst ITC Limited and ITC Hotels Limited and their respective shareholders and creditors.

The aforesaid Notice and the Explanatory Statement together with the accompanying documents are also being uploaded on the Company’s corporate website at https://www.itcportal.com/proposed-demerger .

Yours faithfully, ITC Limited

RAJENDRA Digitally signed by RAJENDRA KUMAR KUMAR SINGHI Date: 2024.05.02 SINGHI 17:22:42 +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 : [email protected]

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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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ITC Limited

CIN : L16005WB1910PLC001985 Registered Office : Virginia House, 37 Jawaharlal Nehru Road, Kolkata 700 071 Tel : +91 33 2288 9371 Fax : +91 33 2288 2358 E-mail : [email protected] Website : www.itcportal.com

NOTICE CONVENING MEETING OF THE ORDINARY SHAREHOLDERS OF ITC LIMITED (PURSUANT TO ORDER DATED 22ND APRIL, 2024 OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH)


MEETING
Day	Thursday
Date	6th June, 2024
Time	10.30 a.m. (IST)
Mode of Meeting	Through Video Conferencing / Other Audio Visual Means
Cut-off date for e-voting	Friday, 17th May, 2024
Remote e-voting start date and time	Wednesday, 22nd May, 2024 at 9.00 a.m. (IST)
Remote e-voting end date and time	Wednesday, 5th June, 2024 at 5.00 p.m. (IST)

Sl. No.	Contents	Page No.
1.	Notice convening Meeting of the Ordinary Shareholders of ITC Limited.	3
2.	Explanatory Statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Companies Act, 2013 (‘the Act’) and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.	10
3.	Annexure 1 Scheme of Arrangement amongst ITC Limited (‘Demerged Company’) and ITC Hotels Limited (‘Resulting Company’) and their respective shareholders and creditors (‘Scheme’).	30
4.	Annexure 2 Unaudited Standalone and Consolidated Financial Results of the Demerged Company for the quarter and nine months ended 31st December, 2023.	63
5.	Annexure 3 Audited Financial Statements of the Resulting Company for the period ended 31st March, 2024.	77
6.	Annexure 4 Reports of the Board of Directors of the Demerged Company and the Resulting Company pursuant to Section 232(2)(c) of the Act.	106

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Sl. No.	Contents	Page No.
7.	Annexure 5 Share Entitlement Ratio Report dated 14th August, 2023 issued by Messrs. PwC Business Consulting Services LLP.	119
8.	Annexure 6 Fairness Opinion dated 14th August, 2023 issued by Messrs. Kotak Mahindra Capital Company Limited.	126
9.	Annexure 7 Complaint Reports dated 3rd October, 2023 and 1st November, 2023 submitted by the Demerged Company to the National Stock Exchange of India Limited (‘NSE’), BSE Limited (‘BSE’) and The Calcutta Stock Exchange Limited (‘CSE’).	131
10.	Annexure 8 Observation Letters dated 19th January, 2024 of NSE and BSE, and Observation Letter dated 22nd January, 2024 of CSE.	133
11.	Annexure 9 Details of ongoing adjudication and recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Demerged Company, its Promoters and Directors.	143
12.	Annexure 10 Information pertaining to the Resulting Company in the format specifed for abridged prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.	145
13.	Annexure 11(as submitted to the Stock Exchanges) (a) Details of assets, liabilities and revenue of the Demerged Company and the Resulting Company, both pre and post Scheme; (b) Details of assets, liabilities, revenue and net worth of the Demerged Undertaking, along with write up on the history of the Demerged Undertaking; (c) Net worth certifcates along with Statements of assets and liabilities of the Demerged Company and the Resulting Company, both pre and post Scheme; (d) Comparison of revenue and net worth of the Demerged Undertaking with the total revenue and net worth of the Demerged Company for the last three fnancial years; and (e) Need, rationale and synergies of the Scheme along with its impact on the Shareholders of the Demerged Company.	157

The Notice of the Meeting, Explanatory Statement and Annexures 1 to 11 constitute a single and complete set of documents and should be read in conjunction with each other, as they form an integral set of documents.

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BEFORE THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH COMPANY APPLICATION (CAA) NO. 56/KB/2024

IN THE MATTER OF SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF SCHEME OF ARRANGEMENT AMONGST ITC LIMITED AND ITC HOTELS LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

In the Matter of the Companies Act, 2013 - Section 230(1) read with Section 232(1)

And

In the Matter of :

ITC Limited, a company incorporated under the Indian Companies Act, 1882 and being a company within the meaning of the Companies Act, 2013, having Corporate Identification No. L16005WB1910PLC001985 and its registered office at Virginia House, 37 Jawaharlal Nehru Road, Kolkata 700 071 in the State of West Bengal.

And

ITC Hotels Limited, a company incorporated under the Companies Act, 2013, having Corporate Identification No. U55101WB2023PLC263914 and its registered office at Virginia House, 37 Jawaharlal Nehru Road, Kolkata 700 071 in the State of West Bengal.

NOTICE CONVENING MEETING OF THE ORDINARY SHAREHOLDERS

To the Ordinary Shareholders of ITC Limited.

NOTICE is hereby given that, pursuant to the directions of the Hon’ble National Company Law Tribunal, Kolkata Bench (‘Tribunal’) vide Order dated 22nd April, 2024 (‘Tribunal Order’), a meeting of the Ordinary Shareholders of ITC Limited will be held on Thursday, 6th June, 2024 at 10.30 a.m. (IST) (‘Meeting’) for the purpose of considering, and if thought fit, approving the proposed Scheme of Arrangement amongst ITC Limited (‘ITC’ or ‘Demerged Company’ or ‘Company’) and ITC Hotels Limited (‘ITCHL’ or ‘Resulting Company’) and their respective shareholders and creditors (‘Scheme’).
Pursuant to the Tribunal Order and as directed therein, the Meeting will be held through Video Conferencing / Other Audio Visual Means, in compliance with the applicable provisions of the Companies Act, 2013 (‘the Act’), the Circulars issued thereunder, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, to consider, and if thought fit, to pass the following resolution for approval of the Scheme by requisite majority, as prescribed under Section 230(6) of the Act:

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“Resolved that, in accordance with the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with the Rules thereunder, including the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20th June, 2023 issued by the Securities and Exchange Board of India (‘SEBI’) and any other Circulars / Guidelines issued by SEBI applicable to schemes of arrangement from time to time, Section 2(19AA) and other relevant provisions of the Income-tax Act, 1961 and the Rules thereunder, and all other provisions of applicable laws, or any amendments thereto or modifications thereof, the Memorandum and Articles of Association of ITC Limited, and subject to the approval of the Hon’ble National Company Law Tribunal, Kolkata Bench (‘Tribunal’), and such other approvals as may be necessary or as may be directed by the Tribunal, the Scheme of Arrangement amongst ITC Limited and ITC Hotels Limited and their respective shareholders and creditors (‘Scheme’) be and is hereby approved.

Resolved further that the Board of Directors of ITC Limited (‘the Board’, which term shall be deemed to mean and include one or more Committee(s) constituted by the Board or any other person(s) authorised by the Board to exercise its power including the powers conferred by this Resolution) be and is hereby authorised to perform and execute all such acts, deeds, matters and things, including delegation of all or any of the powers conferred herein, as it may, in its absolute discretion deem necessary, proper or expedient to give effect to this Resolution and for the matters connected therewith or incidental thereto, and to effectively implement the arrangement embodied in the Scheme and to make any modification(s) or amendment(s) to the Scheme at any time and for any reason whatsoever, and to accept such modification(s), amendment(s) or condition(s), if any, which may be required and / or imposed by the Tribunal while sanctioning the Scheme or by any authorities under law, and to waive any condition(s) of the Scheme, and also to settle any issue, question, difficulty or doubt that may arise in this regard, including passing such accounting entries or making adjustments in the books of accounts of ITC Limited and deciding on transfer / vesting of assets and liabilities, as the Board in its absolute discretion may deem fit, proper or desirable, subject to compliance with the applicable laws and regulations, without the Board being required to seek any further consent / approval of the Shareholders.”

TAKE FURTHER NOTICE that the Shareholders shall have the facility of casting their votes on the Resolution for approval of the Scheme either by remote electronic voting (‘remote e-voting’) or by e-voting at the Meeting during the respective voting period stated below:

Manner of voting	Commencement of voting	End of voting
Remote e-voting	Wednesday, 22nd May, 2024 at 9.00 a.m. (IST)	Wednesday, 5th June, 2024 at 5.00 p.m. (IST)
E-voting at the Meeting	Thursday, 6th June, 2024 (upon voting being announced by the Chairperson of the Meeting)	Thursday, 6th June, 2024 (till the voting is open)

Remote e-voting and e-voting at the Meeting shall not be allowed beyond the respective voting period, as stated above. Shareholders may exercise their votes in only one mode i.e., either by remote e-voting or by e-voting at the Meeting. Shareholders who cast their votes by remote e-voting may attend the Meeting, but will not be entitled to cast their votes again.

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Voting rights will be reckoned on the paid-up value of the shares registered in the name of the Shareholders of the Company on Friday, 17th May, 2024 (‘cut-off date’) . Only those Shareholders whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date will be entitled to cast their votes by remote e-voting or by e-voting at the Meeting. Those who are not Shareholders on the cut-off date should accordingly treat this Notice as for information purpose only.
The Company has engaged National Securities Depository Limited (‘NSDL’) as the agency for providing the platform for both remote e-voting and e-voting at the Meeting.
The Tribunal has appointed (a) Dr. Mamta Binani, FCS and Advocate, to be the Chairperson of the Meeting, and (b) Mr. N. Gurumurthy, FCA, to be the Scrutinizer for the Meeting.
The voting results shall be declared by the Chairperson of the Meeting within two working days from the conclusion of the Meeting and the same shall be displayed on the Notice Board of the Company at its Registered Office and posted on the websites of the Company at https://www.itcportal.com/proposed-demerger , and NSDL at www.evoting.nsdl.com . The results shall also be forwarded to the National Stock Exchange of India Limited (‘NSE’), BSE Limited (‘BSE’) and The Calcutta Stock Exchange Limited (‘CSE’), where the Company’s shares are listed.
The Resolution for approval of the Scheme shall, if passed by a majority in number representing three-fourths in value of the Ordinary Shareholders of the Company casting their votes, as aforesaid, pursuant to Section 230(6) of the Act, shall be deemed to have been duly passed on the date of the Meeting i.e., Thursday, 6th June, 2024.
The Scheme, if approved at the Meeting, will be subject to subsequent sanction of the Tribunal and such other approval(s), permission(s) and sanction(s) of regulatory or other authorities, as may be necessary.
A copy each of the Scheme and the Explanatory Statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 along with all the Annexures are enclosed herewith. A copy of this Notice and the Explanatory Statement together with the accompanying documents are also placed on the websites of the Company at https://www.itcportal.com/proposed-demerger , NSDL at www.evoting.nsdl.com , NSE at www.nseindia.com , BSE at www.bseindia.com , and CSE at www.cse-india.com .

Sd/-

Dated: 30th April, 2024

Dr. (h.c.) CS & Advocate Mamta Binani Chairperson appointed by the Tribunal for the Meeting

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NOTES:

(i) Explanatory Statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Companies Act, 2013 (‘the Act’) and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 is annexed to this Notice.
(ii) Since this Meeting is being held through Video Conferencing (‘VC’) / Other Audio Visual Means (‘OAVM’), (a) Shareholders will not be able to appoint proxies for the Meeting, and (b) Attendance Slip & Route Map are not annexed to this Notice.
(iii) Corporate Shareholders are requested to send a certified copy of the Board Resolution authorising their representative to attend this Meeting, pursuant to Section 113 of the Act, through e-mail to the Scrutinizer at [email protected] or by post to the Investor Service Centre of the Company (‘ISC’) at 37 Jawaharlal Nehru Road, Kolkata 700 071.
(iv) Shareholders are informed that in case of joint holders attending the Meeting, only such joint holder who is higher in the order of names in the Register of Members of the Company or in the Register of Beneficial Owners maintained by National Securities Depository Limited (‘NSDL’) / Central Depository Services (India) Limited (‘CDSL’) (hereinafter collectively referred to as ‘Depositories’) in respect of such joint holding, will be entitled to vote.
(v) The Notice and the Explanatory Statement together with the accompanying documents are being sent only through electronic mode to those Shareholders who have registered their e-mail addresses with the Company or with the Depositories. These documents are also available on the Company’s corporate website at https://www.itcportal.com/proposed-demerger .

Shareholders desirous of obtaining physical copies of the said Notice and the Explanatory Statement together with the accompanying documents, free of charge, may send a request to the Executive Vice President & Company Secretary, mentioning their name and DP ID & Client ID / folio number, through e-mail at [email protected] or by post to ISC .

(vi) As stated in the Notice, Shareholders shall have the facility and option of casting their votes on the Resolution for approval of the Scheme either by remote e-voting or by e-voting at the Meeting. The Company has engaged NSDL as the agency for providing the platform for both remote e-voting and e-voting at the Meeting.

Detailed instructions for attending the Meeting and also for e-voting are annexed.

(vii) Shareholders who hold shares in the certificate form or who have not registered their e-mail addresses with the Company or with the Depositories and wish to receive the Notice and the Explanatory Statement together with the accompanying documents, or attend the Meeting, or cast their votes through remote e-voting or by e-voting at the Meeting, are required to register their e-mail address with the Company at https://eform.itcportal.com . Alternatively, Shareholders may send a letter requesting for registration of their e-mail address, mentioning their name and DP ID & Client ID / folio number, through e-mail at [email protected] or by post to ISC .
(viii) Shareholders who would like to express their views or ask questions with respect to the agenda item of the Meeting will be required to register themselves as speaker by sending e-mail to the Executive Vice President & Company Secretary at [email protected] from their registered e-mail address, mentioning their name, DP ID & Client ID / folio number and mobile number. Only those Shareholders who have registered themselves as speaker by 10.30 a.m. (IST) on Monday, 3rd June, 2024 will be able to speak at the Meeting. The Chairperson of the Meeting reserves the right to restrict the number of questions and / or number of speakers, depending upon availability of time, for smooth conduct of the Meeting.

Further, Shareholders who would like to have their questions / queries responded to during the Meeting are requested to send such questions / queries in advance to the Executive Vice President & Company Secretary at [email protected] within the aforesaid time period.

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INSTRUCTIONS FOR ATTENDING THE MEETING AND ALSO FOR E-VOTING

I. Instructions for attending the Meeting through VC / OAVM

(a) Shareholders who wish to attend this Meeting through VC / OAVM are requested to follow the steps enumerated under (II) below for login to the NSDL e-voting system.
After login, click on the ‘ VC / OAVM ’ link appearing under ‘ Join Meeting ’ against the Electronic Voting Event Number (‘EVEN’) of ITC Limited.
(b) The facility for the Shareholders to join this Meeting through VC / OAVM will be available from 30 minutes before the time scheduled for the Meeting and may close not earlier than 30 minutes after the commencement of the Meeting.
(c) Shareholders are requested to login to the NSDL e-voting system using their laptops / desktops / tablets with stable Wi-Fi or LAN connection for better experience. Shareholders logging in from mobile devices or through laptops / desktops / tablets connecting via mobile hotspot or with low bandwidth, may experience audio / video loss due to fluctuation in their respective network.

II. Instructions for remote e-voting

Step 1: Access to NSDL e-voting website

(A) For Individual Shareholders holding shares in dematerialised form:

For Shareholders holding shares in demat account with NSDL
If you are registered for ‘IDeAS’ facility , you are required to follow the below-mentioned steps:
(a) Launch internet browser by typing the URL: https://eservices.nsdl.com and click on ‘ Beneficial Owner ’ tab under the ‘IDeAS’ section.
(b) Insert your existing user ID, password / OTP and the verification code as shown on the screen.
(c) After login, click on ‘ Access to e-voting ’ under value added services and you will be able to see the e-voting page.
(d) Click on ‘ evote ’ link available against ITC Limited or ‘ e-voting service provider - NSDL ’ and proceed to Step 2 to cast your vote.
If you are not registered for ‘IDeAS’ , you are required to follow the below-mentioned steps:
’
(a) Launch internet browser by typing the URL: https://evoting.nsdl.com and click on ‘ Shareholder / Member - Login .
(b) Insert your existing user ID, password / OTP and the verification code as shown on the screen, and agree to the terms and conditions by clicking the box.
(c) After authentication, you will be re-directed to NSDL e-services website wherein you will be able to see the e-voting page.
(d) Click on ‘ evote ’ link available against ITC Limited or ‘ e-voting service provider - NSDL ’ and proceed to Step 2 to cast your vote.

You may also download the NSDL Mobile App ‘ NSDL Speede ’ by scanning the following QR code, for e-voting:

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For Shareholders holding shares in demat account with CDSL

If you are registered for ‘Easi / Easiest’ facility , you are required to follow the below-mentioned steps:
(a) Login at www.cdslindia.com and click on ‘ My Easi New (Token) ’, or launch internet browser by typing the URL: https://web.cdslindia.com/myeasitoken/home/login .
(b) Insert your existing user ID and password.
(c) After login, you will be able to view the e-voting menu.
(d) Click on ‘ evote ’ link available against ITC Limited or ‘ e-voting service provider - NSDL ’ and proceed to Step 2 to cast your vote.

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You can also directly access the e-voting page by clicking on ‘ E Voting ’ on the home page of www.cdslindia.com with your demat account number and PAN.
After OTP based authentication, you will be provided link for ‘ evoting ’ against ITC Limited or ‘ e-voting service provider - NSDL ’. Click on the link and proceed to Step 2 to cast your vote.
For Shareholders logging in through the websites of their Depository Participants
(a) Login to your demat account, using the login credentials, through the concerned Depository Participant registered with NSDL / CDSL.
(b) Click on the option available for e-voting. You will be re-directed to NSDL e-services website wherein you will be able to see the e-voting page.
(c) Click on ‘ evote ’ link available against ITC Limited or ‘ e-voting service provider - NSDL ’ and proceed to Step 2 to cast your vote.
Shareholders who are unable to retrieve their user ID or password are advised to use ‘Forgot User ID’ / ‘Forgot Password’ option(s) available on the websites of the respective Depositories / Depository Participants.

(B) For Non-Individual Shareholders holding shares in dematerialised form and Shareholders holding shares in certificate form:

If you are holding shares in dematerialised form and are registered for NSDL ‘IDeAS’ facility, you can login at https://eservices.nsdl.com with your existing IDeAS login and click on ‘Access to e-voting’ to proceed to Step 2 to cast your vote.

Other Shareholders are required to follow the below-mentioned steps:
(a) Launch internet browser by typing the URL: https://evoting.nsdl.com and click on ‘ Shareholder / Member - Login ’.
(b) Insert your user ID, password and the verification code as shown on the screen.
User ID:

User ID:
For Shareholders holding shares in demat account with NSDL.	8 character DP ID followed by 8 digit Client ID. For example, if your DP ID is IN300 and Client ID is 12,_ _then your user ID is IN30012**.
For Shareholders holding shares in demat account with CDSL.	16 digit Benefciary ID. For example, if your Beneficiary ID is 12, then your user ID is 12.
For Shareholders holding shares in certifcate form.	EVEN followed by your folio number registered with the Company. For example, if the EVEN is 101456 and your folio number is 01/12, then your user ID is 1014560112.

– Password:

(i) If you are already registered with NSDL for remote e-voting, you should use your existing password for login.

Shareholders may also use OTP based login.

(ii) If you are using NSDL e-voting system for the first time, you would need to use your ‘ initial password ’ for login, which has been communicated to you by the Company.
(iii) If you are unable to retrieve the ‘initial password’, or have forgotten your password:

Click on ‘ Forgot User Details / Password? ’, if holding shares in dematerialised form, or

Click on ‘ Physical User Reset Password? ’, if holding shares in certificate form.

You may also send an e-mail requesting for password at [email protected] , mentioning your name, PAN, registered address and your DP ID & Client ID / folio number.

(c) Agree to the terms and conditions by clicking the box.
(d) Click on ‘ Login ’. Home page of remote e-voting opens.

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Step 2: Cast your vote on NSDL e-voting website

(a) Select the EVEN of ITC Limited.
(b) Now you are ready for remote e-voting as ‘ Cast Vote ’ page opens.
(c) Cast your vote by selecting appropriate option and click on ‘ Submit ’. Thereafter click on ‘ Confirm ’ when prompted; upon confirmation, your vote is cast and the message ‘ Vote cast successfully ’ will be displayed.

Other Instructions

(a) Corporate and Institutional Shareholders (companies, trusts, societies etc.) are required to send a scanned copy (in PDF / JPG format) of the relevant Board Resolution / appropriate authorisation to the Scrutinizer through e-mail at [email protected] with a copy marked to NSDL at [email protected] or by post to ISC .
(b) Those who become Shareholders of the Company after sending the Notice but on or before 17th May, 2024 (cut-off date) may write to NSDL at [email protected] or to the Company at [email protected] requesting for user ID and password. On receipt of user ID and password, the steps under ‘Step 2: Cast your vote on NSDL e-voting website’ should be followed for casting of vote.
(c) In case of any query, you may refer to the Frequently Asked Questions for Shareholders and e-voting User Manual for Shareholders available under the Downloads section of NSDL’s e-voting website www.evoting.nsdl.com . You may also contact the following persons for any query / grievance:
(i) Mr. Amit Vishal, Deputy Vice President, National Securities Depository Limited, Trade World, ‘A’ Wing, 4th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400 013 at telephone nos. 022-4886 7000 or 022-2499 7000 or at e-mail ID [email protected] ;
(ii) Mr. T. K. Ghosal, Head of ISC, at telephone nos. 1800-345-8152 or 033-2288 6426 / 0034 or at e-mail ID [email protected] . You may also send your queries to the e-mail ID [email protected] .

III. Instructions for e-voting at the Meeting

(a) The procedure for e-voting at the Meeting is same as mentioned under (II) above for remote e-voting.
(b) The aforesaid facility will be available only to those Shareholders who participate in the Meeting and who do not cast their votes by remote e-voting prior to the Meeting. Shareholders who cast their votes by remote e-voting will not be entitled to cast their votes again.

General Information

(a) There will be one vote for every DP ID & Client ID / folio number irrespective of the number of joint holders.
(b) In case the Shareholders require any technical assistance with respect to attending the Meeting or e-voting at the Meeting, they may contact the helpline numbers mentioned above under Clause (c) of ‘Other Instructions’ for remote e-voting.
Individual Shareholders holding shares in dematerialised form may also reach out for any technical issue related to login through their respective Depositories, i.e. NSDL and CDSL, as follows:
NSDL - e-mail at [email protected] or call at telephone nos. 022-4886 7000 or 022-2499 7000 .
CDSL - e-mail at [email protected] or call at telephone no. 1800-225-533 .

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BEFORE THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH COMPANY APPLICATION (CAA) NO. 56/KB/2024

IN THE MATTER OF SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF SCHEME OF ARRANGEMENT AMONGST ITC LIMITED AND ITC HOTELS LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

In the Matter of the Companies Act, 2013 - Section 230(1) read with Section 232(1)

And

In the Matter of :

And

EXPLANATORY STATEMENT UNDER SECTIONS 230 AND 232 READ WITH SECTION 102 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016

1. Meeting to consider the Scheme of Arrangement

(a) Pursuant to the Order dated 22nd April, 2024 (‘Tribunal Order’) of the Hon’ble National Company Law Tribunal, Kolkata Bench (‘Tribunal’), the Meeting of the Ordinary Shareholders of ITC Limited is being convened on Thursday, 6th June, 2024, at 10.30 a.m. (IST) through Video Conferencing / Other Audio Visual Means, in compliance with the applicable provisions of the Companies Act, 2013 (‘the Act’), the Circulars issued thereunder, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), for considering, and if thought fit, approving the proposed Scheme of Arrangement amongst ITC Limited (‘ITC’ or ‘Demerged Company’ or ‘Company’) and ITC Hotels Limited (‘ITCHL’ or ‘Resulting Company’) and their respective shareholders and creditors (‘Scheme’). This is a Statement accompanying the Notice convening such Meeting of the Ordinary Shareholders of the Demerged Company.

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(b) The Scheme, inter alia, provides for:

(i) demerger of the Demerged Undertaking comprising the Hotels Business i.e., the hotels and hospitality business of the Demerged Company undertaken by way of, inter alia, owning, licensing, operating, managing, servicing, marketing and supervising the operations of hotels and includes accommodation, dining and banqueting services, and investments in the Hospitality Entities carrying on the hotels and hospitality business, 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 as per the Share Entitlement Ratio i.e., for every 10 Ordinary Shares of face and paid-up value of 1/- each held in the Demerged Company, 1 Equity Share of face and paid-up value of 1/- of the Resulting Company, and in accordance with the provisions of Section 2(19AA) read with other relevant provisions of the Income-tax Act, 1961 (‘IT Act’);
(ii) various other matters consequential or otherwise integrally connected therewith, including changes to the share capital and securities premium account of the Resulting Company, pursuant to the provisions of Sections 230 to 232 read with other applicable / relevant provisions of the Act and in compliance with the provisions of the IT Act and other applicable regulatory requirements.

The salient features of the Scheme are given in paragraph 4 and the detailed terms of the arrangement are covered in the Scheme, a copy of which is enclosed as Annexure 1 .

2. Rationale and Benefits of the Scheme

The circumstances which justify and / or have necessitated the Scheme and the benefits of the same are, inter alia, as follows:

(a) The Demerged Company is a diversified company engaged in various businesses including hotels. The Hotels Business of the Demerged Company includes ownership / licensing / management of several hotel properties and providing services including accommodation, dining, banqueting, etc.
(b) The Hotels Business of the Demerged Company 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 the Demerged Company’s institutional strengths, strong brand equity and goodwill. Therefore, the Scheme is being proposed to segregate Hotels Business from the Remaining Business (i.e., all businesses, undertakings, activities, operations, assets and liabilities of the Demerged Company other than those that form part of the Demerged Undertaking) of the Demerged Company 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:
(i) 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 digitalisation present immense opportunities for the Hotels Business going forward, though distinct from the other businesses of the Demerged Company.
(ii) 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.

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(iii) 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.
(iv) 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.
(v) 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.
(vi) 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.

3. Background of the companies

I. Particulars of the Demerged Company:

(a) The Demerged Company was incorporated on 24th August, 1910 under the Indian Companies Act, 1882 as a public company limited by shares by the name and style of ‘The Imperial Tobacco Company of India Limited’. Subsequently, its name was changed to ‘India Tobacco Company Limited’ on 20th May, 1970, to ‘I.T.C. Limited’ on 30th March, 1974 and to ‘ITC Limited’ on 18th September, 2001. The Demerged Company is a company within the meaning of the Act. The Corporate Identification Number of the Demerged Company is L16005WB1910PLC001985 and its Permanent Account Number allotted by the Income Tax Department is AAACI5950L. The Demerged Company has its Registered Office at Virginia House, 37 Jawaharlal Nehru Road, Kolkata 700 071 in the State of West Bengal, India. The email address of the Demerged Company is [email protected] and its website is www.itcportal.com . During the last five years, there has been no change in the Objects Clause, name and registered office of the Demerged Company.
(b) The main objects of the Demerged Company are contained in Clause 3 of its Memorandum of Association. They are, inter alia, as follows:

“3(a) To carry on the business of cultivators of tobacco, manufacturers of and dealers in tobacco, cigars, cigarettes, snuff and other products composed wholly or in part of tobacco, snuff-grinders and merchants, box merchants and manufacturers of and dealers in boxes, covers, packages and other receptacles for holding tobacco, cigarettes or cigars, and any other articles and things used in the consumption of tobacco, or which are required by, or may be convenient to smokers, or are commonly dealt in by tobacconists.

3(a)(i) To carry on the business as hoteliers, hotel proprietors, hotel managers and operators, refreshment contractors and caterers, restaurant keepers, refreshment room proprietors, milk and snack bar proprietors, cafe and tavern proprietors, lodging house proprietors, ice-cream merchants, sweetmeat merchants, milk manufacturers and merchants, bakers, confectioners, professional merchants, licensed victuallers,

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wine and spirit merchants, blenders and bottlers, including the business of buying, selling, owning, operating and maintaining, taking on or giving out on lease or licence, of hotels and resorts of all kinds, including sports resorts, fun parks, restaurants, holiday resorts, rest-houses, entertainment, recreational and amusement centres, health farms and spas, farm houses, town houses, service apartments, health clubs, golf courses and villas, swimming pools and water sport facilities, beach resorts, shopping malls and plazas, convention centres, exhibition venues, business centres and conveniences of all kinds and descriptions.

3(a)(ii) To carry on the business of tourist and travel agents, transport agents and contractors, to arrange and operate tours and to facilitate travelling and provide for tourist and travellers, and of freight and passage brokers and representatives of airlines, steamship lines, railways and other carriers whether in India or abroad, including the business of manufacturers, importers, exporters, dealers and traders, whether as wholesalers, retailers or distributors, in leather, rubber and cloth goods of all kinds, whether sports gear apparels, travel accessories, personal accessories, sports accessories, fashion garments, boots, gloves, hosiery and to carry on the business of retailing by setting up of retail outlets, departmental stores, super stores, super markets, boutiques, shopping malls and plazas and other outlets of all kinds and descriptions.

3(a)(iii) To buy, sell, deal, barter, import, whether as wholesalers or retailers or as principals or agents or brokers or otherwise, goods, stores, commodities or products as covered by these clauses and connected therewith and generally to export.

3(a)(iv) To manufacture, process, prepare, preserve, can, refine, bottle, buy, sell and deal whether as wholesalers or retailers or as exporters or importers or as principals or agents, in foods, meats, eggs, poultry, vegetables, canned and tinned and processed foods, protein, health and instant foods of all kinds including baby and dietetic foods, cereals, beverages, cordials, tonics, restoratives and aerated mineral waters and food-stuffs and consumable provisions of every description for human or animal consumption.

3(a)(viii) To carry on the business of printers, lithographers, stereotypers, electrotypers, photographic printers, art printers, photolithographers, chromolithographers, engravers, embossers, die-sinkers, die-stampers, envelope manufacturers, machine rulers, numerical printers, stationery, paper makers, paper bags and cardboard manufacturers.

3(a)(x) To carry on the business of manufacturers of and dealers in paper, pulp and boards of all kinds, and articles made from paper, pulp and boards of every description, and materials used in the manufacture or treatment of paper and board, including cardboards.

3(a)(xi) To carry on the business of manufacturers of and dealers in containers, boxes, packings, packages, wrappings, wrappers and receptacles of all kinds made from paper and boards, including cardboards and plywoods, plastic, plastic materials, metals, alloy glass, veneers and other materials of all kinds, whether synthetic or not, for trade and industry of every description.

3(a)(xiv) To carry on the business in all its branches of oil seeds and other seeds, edible oil, industrial oil, plant food, forestry plantation and sale of bio-technology.

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3(a)(xx) To carry on the business in all its branches of manufacturers, producers, processors, buyers, sellers, importers, exporters, traders and dealers of convenience foods and processed foods of all kinds and every description.

3(a)(xxi) To manufacture, process, refine, buy, sell, deal, barter, import or export, whether as wholesalers or retailers or as principals or agents or brokers or otherwise, all kinds of personal care products, hair, skin, nail, eye and other beauty products, cosmetic products, cleansing compounds, baby care products, health care products, oral care products, shaving products, bath products, sanitary products, personal wash products, fabric wash products, laundry materials, home and industrial cleansing products, home care products etc., including but not limited to toiletries, perfumes, deodorants, pomades, powders, essences, lotions, creams, bleaches, conditioners, ointments, glycerine, oil, gel, hair dyes, shampoo, soaps, detergents, toothpastes, toothpowders, toothbrushes, dentifrice, and such other products and substances whether herbal, medicated, antiseptic or not, ingredients, by-products or accessories thereof and other materials required for the process, manufacture and use of the aforesaid products.”

(c) The Demerged Company is one of India’s leading private sector companies and a diversified conglomerate with businesses spanning Fast Moving Consumer Goods (Cigarettes & Cigars, Branded Packaged Foods, Personal Care Products, Education & Stationery Products, Safety Matches and Agarbattis), Hotels, Paperboards, Paper and Packaging, and Agri Business.
(d) The Share Capital of the Demerged Company as on 31st March, 2024 is as follows:

Particulars	Amount in`
Authorised Share Capital
2000,00,00,000 Ordinary Shares of`1/- each	2000,00,00,000
Issued, Subscribed and Paid-up Share Capital
1248,47,21,471 Ordinary Shares of`1/- each, fully paid-up	1248,47,21,471

(e) The Issued, Subscribed and Paid-up Share Capital of the Demerged Company undergoes changes from time to time consequent to issue and allotment of shares under the Employee Stock Option Schemes of the Demerged Company. The Issued, Subscribed and Paid-up Share Capital of the Demerged Company has accordingly increased to 1248,47,21,471/- as on 31st March, 2024 from 1246,48,39,501/- as on the date of approval of the Scheme by the Board of Directors of the Demerged Company i.e., as on 14th August, 2023. There has been no change in the Authorised Share Capital of the Demerged Company.
(f) The last annual financial statements of the Demerged Company have been audited for the financial year ended 31st March, 2023. In accordance with the SEBI Listing Regulations, the Demerged Company has also published its unaudited financial results for the quarter and nine months ended 31st December, 2023 in the prescribed format, which are enclosed as Annexure 2 . Subsequent to 31st December, 2023, there has been no substantial change in the financial position of the Demerged Company excepting those arising or resulting from the usual course of business.

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(g) The details of the Directors of the Demerged Company as on the date of this Notice, along with their addresses, are mentioned herein below:

Sl. No.	Name	Category	Address
1.	Mr. Sanjiv Puri (00280529)	Chairman & Managing Director	Flat No. 9, Fountain Court 7/1 Little Russell Street, Middleton Row Kolkata 700 071
2.	Mr. Sumant Bhargavan (01732482)	Executive Director	Flat No. 8, Fountain Court 7/1 Little Russell Street, Middleton Row Kolkata 700 071
3.	Mr. Supratim Dutta (01804345)	Executive Director & Chief Financial Offcer	Flat No. 27, Woodlands Syndicate 8/7 Alipore Road, Kolkata 700 027
4.	Mr. Hemant Malik (06435812)	Executive Director	Flat Nos. A1001 and A1002, Mudfort 8 MSO Colony, Jeevanhalli Main Road Maruthi Sevanagar, Bengaluru 560 005
5.	Mr. Shilabhadra Banerjee (02922331)	Independent Director	17 Catalpa Crescent, Turramurra NSW 2074, Australia
6.	Mr. Hemant Bhargava (01922717)	Independent Director	Flat No. C-1709, Satyen Nivaasa Mangalam Radiance, Near Fern Hotel Main Tonk Road, Jaipur 302 018
7.	Ms. Alka Marezban Bharucha (00114067)	Independent Director	7E, Harbour Heights A N. A. Sawant Marg, Colaba Mumbai 400 005
8.	Mr. Arun Duggal (00024262)	Independent Director	CM 821B, The Camellias DLF Golf Links, Gurugram 122 009
9.	Mr. Mukesh Gupta (06638754)	Non-Executive Director	MESI-402, Kesar Exotica Plot Nos. 264, 265 & 266, Sector 10 Kharghar, Navi Mumbai 410 210
10.	Mr. Rahul Jain (07442202)	Non-Executive Director	D-1/31, Bharti Nagar Maharshi Raman Marg New Delhi 110 003
11.	Mr. Shyamal Mukherjee (03024803)	Independent Director	A-24, Neeti Bagh, Andrewsganj New Delhi 110 049

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Sl. No.	Name	Category	Address
12.	Mr. Anand Nayak (00973758)	Independent Director	Sadanand, 54 Residency Road 1st Cross, Bengaluru 560 025
13.	Mr. Sunil Panray (09251023)	Non-Executive Director	1207-250 Chemin De La Pointe-Sud Nun’s Island, Verdun Quebec H3E0A8, Canada
14.	Mr. Nirupama Rao (06954879)	Independent Director	Apartment D, 1st Floor Spring Leaf Apartment 6 Brunton Cross Road Bengaluru 560 025
15.	Mr. Ajit Kumar Seth (08504093)	Independent Director	117 Sunder Nagar New Delhi 110 003
16.	Ms. Meera Shankar (06374957)	Independent Director	Tower 34, Flat No. 202 Commonwealth Games Village New Delhi 110 092
17.	Mr. Atul Singh (00060943)	Non-Executive Director	CM 822B, The Camellias DLF Golf Links, Gurugram 122 009
18.	Ms. Pushpa Subrahmanyam (01894076)	Independent Director	Flat No. 5154, Tower 5, Floor 15 Prestige High Fields, Nanakramguda Hyderabad 500 032

The Demerged Company does not have any Promoter.

(h) The Ordinary Shares of the Demerged Company are listed on the National Stock Exchange of India Limited (‘NSE’), BSE Limited (‘BSE’) and The Calcutta Stock Exchange Limited (‘CSE’) (hereinafter collectively referred to as ‘Stock Exchanges’). The Global Depository Receipts of the Demerged Company are listed on the Luxembourg Stock Exchange.

II. Particulars of the Resulting Company:

(a) The Resulting Company was incorporated on 28th July, 2023 under the provisions of the Act as a public company limited by shares. The Corporate Identification Number of the Resulting Company is U55101WB2023PLC263914 and its Permanent Account Number allotted by the Income Tax Department is AAHCI2404A. The Resulting Company has its Registered Office at Virginia House, 37 Jawaharlal Nehru Road, Kolkata 700 071 in the State of West Bengal, India. The email address of the Resulting Company is [email protected] . Since incorporation, there has been no change in the Objects Clause, name and registered office of the Resulting Company.

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(b) The main objects of the Resulting Company are contained in Clause 3 of its Memorandum of Association. They are as follows:
“3(a)(i) To carry on the business as hoteliers, hotel proprietors, hotel managers and operators, refreshment contractors and caterers, restaurant keepers, refreshment room proprietors, cafe and tavern proprietors, lodging house proprietors, ice-cream merchants, sweetmeat merchants, bakers, confectioners, professional merchants, food and beverages merchants, licensed victuallers, wine and spirit merchants, blenders and bottlers including the business of buying, selling, owning, operating and maintaining, taking on or giving out on lease or licence, of hotels and resorts of all kinds, including sports resorts, fun parks, restaurants, holiday resorts, rest-houses, entertainment, amusement and sports centres, health farms, spas and salons, farm houses, town houses, residences, service apartments, health clubs, golf courses and villas, swimming pools and water sport facilities, beach resorts, shopping malls and plazas, convention centres, exhibition venues, commercial centres, business centres and conveniences of all kinds and descriptions.

3(a)(ii) To purchase, erect, acquire, manage or in any other manner and in all its aspects deal in, hotels and lodging houses of every kind and sort, including all the conveniences, amenities and facilities adjunct thereto, in India or any other part of the world.”

(c) The Resulting Company is a newly incorporated company with the main object of carrying on the business of hotels and hospitality. The Resulting Company will undertake such business upon the Scheme becoming effective.
(d) The Share Capital of the Resulting Company as on 31st March, 2024 is as follows:

Particulars	Amount in `
Authorised Share Capital
250,00,00,000 Equity Shares of`1/- each	250,00,00,000
Issued, Subscribed and Paid-up Share Capital
83,00,00,000 Equity Shares of`1/- each, fully paid-up	83,00,00,000

There has been no change in the Authorised, Issued, Subscribed and Paid-up Share Capital of the Resulting Company.

(e) The Resulting Company has prepared its first financial statements for the period from 28th July, 2023 to 31st March, 2024. The said audited financial statements are enclosed as Annexure 3 . Subsequent to 31st March, 2024, there has been no substantial change in the financial position of the Resulting Company.

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(f) The details of the Directors of the Resulting Company as on the date of this Notice, along with their addresses, are mentioned herein below:

Sl. No.	Name	Category	Address
1.	Mr. Sanjiv Puri (00280529)	Chairman & Non-Executive Director	Flat No. 9, Fountain Court 7/1 Little Russell Street, Middleton Row Kolkata 700 071
2.	Mr. Anil Chadha (08073567)	Non-Executive Director	Apartment No. PNC - 063 The Pinnacle, DLF Phase 5 Sector 43, Chakarpur 74 Gurugram 122 002
3.	Mr. Supratim Dutta (01804345)	Non-Executive Director	Flat No. 27, Woodlands Syndicate 8/7 Alipore Road, Kolkata 700 027
4.	Mr. Prathivadibhayankara Rajagopalan Ramesh (01915274)	Non-Executive Director	532, Defence Colony, Sainikpuri Secunderabad 500 094
5.	Mr. Rajendra Kumar Singhi (00009931)	Non-Executive Director	Flat No. 5EE, Mani Karn 3B Rammohan Mullick Garden Lane Kolkata 700 010

ITC Limited (Demerged Company) having its registered office at Virginia House, 37 Jawaharlal Nehru Road, Kolkata 700 071, is the Promoter of the Resulting Company.

(g) Presently, the Equity Shares of the Resulting Company are not listed on any Stock Exchange.

4. Salient features of the Scheme

The salient features of the Scheme are stated below. The capitalised terms used in the salient features shall have the same meaning as ascribed to them in Clause 5 of Part B of the Scheme and the salient features are to be read subject to the same rules of interpretation as stated in Clause 6 of Part B of the Scheme.

(a) The Scheme, inter alia, provides for demerger of the Demerged Undertaking comprising the Hotels Business of the Demerged Company, along with all properties, rights, powers, encumbrances, debts, liabilities, duties and obligations relating to the Demerged Undertaking, 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 as per the Share Entitlement Ratio i.e., for every 10 Ordinary Shares of face and paid-up value of 1/- each held in the Demerged Company, 1 Equity Share of face and paid-up value of 1/- of the Resulting Company, in accordance with the provisions of Sections 230 to 232 and other applicable provisions of the Act and Section 2(19AA) read with other relevant provisions of the IT Act.

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(b) The Scheme shall be operative from the ‘Effective Date’, being the date which will be the first day of the month following the month in which Companies mutually acknowledge in writing that all the conditions and matters referred to in Clause 28.1 of the Scheme have occurred or have been fulfilled, obtained or waived, as applicable.
(c) Appointed Date shall mean the same date as the Effective Date or such other date as may be mutually agreed by the Companies. The Scheme shall be effective from the Appointed Date and shall be operative from the Effective Date.
(d) The Remaining Business shall continue to belong to and be vested in and be managed by the Demerged Company.
(e) On the Scheme becoming effective, all Demerged Employees shall be deemed to have become employees of the Resulting Company on and from the Appointed Date, on terms and conditions of employment no less favourable than those applicable to them with reference to their employment in the Demerged Company.
(f) All Equity Shares of the Resulting Company will be listed and / or admitted to trading on the NSE and BSE, which have nation-wide trading terminals.
(g) Fractional entitlements, if any, consequent to allotment of New Equity Shares by the Resulting Company shall be consolidated and thereupon allotted in lieu thereof to trustee(s) authorised by the Board of Directors of the Resulting Company in this behalf who shall sell the same within 90 days from the date of allotment at such price or prices, as the trustee(s) deems fit, and distribute the net sale proceeds, after deductions of applicable Taxes and expenses incurred, in proportion to the respective fractional entitlements of the Shareholders.
(h) The Employee Stock Options granted (whether vested or not) by the Demerged Company will continue to be governed by the provisions of its ESOP Schemes. In addition, the Resulting Company shall formulate new special purpose employee stock option scheme(s) in accordance with the provisions mentioned in the Scheme. After the Scheme becoming effective, for every 10 (ten) stock options outstanding as on the Record Date in the Demerged Company, each eligible employee shall be issued 1 (one) stock option (including fractional entitlements) by the Resulting Company under its ESOP Scheme, on the terms and conditions similar to the ESOP Schemes of the Demerged Company.

Note: The above details are only salient features of the Scheme. Shareholders are requested to read the entire text of the Scheme which is enclosed as Annexure 1 to get fully acquainted with the provisions thereof.

5. Relationship subsisting between Parties to the Scheme

The Resulting Company is presently a wholly owned subsidiary of the Demerged Company.

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6. Board approvals

(a) The Board of Directors of the Demerged Company at its Meeting held on 14th August, 2023 by unanimous resolution approved the Scheme. The names of the then Directors and their manner of voting are set out below:

Sl. No.	Name of Director	Voted in favour / against / did not participate or vote
1.	Mr. Sanjiv Puri	Voted in favour
2.	Mr. Nakul Anand	Voted in favour
3.	Mr. Sumant Bhargavan	Voted in favour
4.	Mr. Supratim Dutta	Voted in favour
5.	Mr. Hemant Malik	Voted in favour
6.	Mr. Shilabhadra Banerjee	Voted in favour
7.	Mr. Hemant Bhargava	Voted in favour
8.	Ms. Alka Marezban Bharucha	Voted in favour
9.	Mr. Arun Duggal	Voted in favour
10.	Mr. Mukesh Gupta	Voted in favour
11.	Mr. Shyamal Mukherjee	Voted in favour
12.	Mr. Anand Nayak	Voted in favour
13.	Mr. Sunil Panray	Voted in favour
14.	Ms. Nirupama Rao	Voted in favour
15.	Mr. Ajit Kumar Seth	Voted in favour
16.	Ms. Meera Shankar	Voted in favour
17.	Mr. David Robert Simpson	Voted in favour
18.	Mr. Peter Rajatilakan Chittaranjan *	N.A.

Did not attend the Board Meeting.

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(b) The Board of Directors of the Resulting Company at its Meeting held on 14th August, 2023 by unanimous resolution approved the Scheme. The names of the then Directors and their manner of voting are set out below:

Sl. No.	Name of Director	Voted in favour / against / did not participate or vote
1.	Mr. Karthik Bhanu	Voted in favour
2.	Ms. Ushasi Das	Voted in favour
3.	Mr. Mayur Dogra	Voted in favour
4.	Mr. Rajesh Poddar	Voted in favour

7. Interest of Directors, Key Managerial Personnel (‘KMP’) and their relatives

(a) None of the Directors and KMPs of the Demerged Company and the Resulting Company, and their relatives, have any concern or interest in the Scheme, except to the extent of their shareholding, if any, in the said companies.
(b) None of the Directors and KMPs of the said companies and their relatives hold more than 2% of the paid-up share capital of the Demerged Company. Further, none of them hold any shares in the Resulting Company.

The Registers of Directors and Key Managerial Personnel and their shareholding of the Demerged Company and the Resulting Company will be available for inspection at the Registered Office of the Demerged Company between 10.00 a.m. to 2.00 p.m. on any working day up to the date of the Meeting, for which purpose Shareholders are required to send an e-mail to the Executive Vice President & Company Secretary at [email protected] .

8. Effect of the Scheme on the stakeholders

The effect of the Scheme on various stakeholders is summarised below:

(a) Shareholders, KMPs, Promoter and Non-Promoter Shareholders

The effect of the Scheme on the Shareholders, KMPs, Promoter and Non-Promoter Shareholders of the Demerged Company and the Resulting Company is given in the Reports adopted by the respective Board of Directors of the said companies at their Meetings held on 14th August, 2023, pursuant to the provisions of Section 232(2)(c) of the Act. The said Reports are enclosed as Annexure 4 .

(b) Directors

(i) The Scheme will have no effect on the office of the existing Directors of the Demerged Company and the Resulting Company. Further, no change in the Board of the Directors of the Demerged Company and the Resulting Company is envisaged on account of the Scheme. It is clarified that the composition of the Board of Directors of the Demerged Company and the Resulting Company may change by appointments, retirements or resignations in accordance with the provisions of the Act, SEBI Listing Regulations, other applicable laws, and the Memorandum and Articles of Association of these companies.

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(ii) The effect of the Scheme on the Directors of the Demerged Company and the Resulting Company in their capacity as shareholders of the said companies is the same as in case of other shareholders of the said companies, as mentioned in the aforesaid Reports enclosed as Annexure 4.
(c) Employees
(i) On the Scheme becoming effective, all employees of the Demerged Company who are engaged in or relate to the Demerged Undertaking as on the Effective Date shall be deemed to have become employees of the Resulting Company on and from the Appointed Date, on terms and conditions of employment no less favourable than those applicable to them with reference to their employment in the Demerged Company, as provided in Clause 10 of the Scheme.
(ii) The Scheme will have no effect on the existing employees of the Resulting Company.
(d) Creditors
(i) The demerger of the Demerged Undertaking from the Demerged Company into the Resulting Company will not adversely impact the rights and interests of the creditors of the Demerged Company and the Resulting Company.
(ii) The creditors of the Demerged Company not forming part of the Demerged Undertaking shall continue to be the creditors of the Demerged Company and shall be paid in the ordinary course of business by the Demerged Company.
(iii) The creditors of the Demerged Company relating to the Demerged Undertaking will cease to be creditors of the Demerged Company and become creditors of the Resulting Company on the same terms and conditions, as before, and shall be paid in the ordinary course of business by the Resulting Company.
(iv) The effect of the Scheme on creditors is further detailed in paragraph 10(b).
(e) Debenture holders, Debenture Trustees, Depositors and Deposit Trustees

The Demerged Company and the Resulting Company have neither issued any debentures nor taken any public deposits. Hence, there are no debenture holders, debenture trustees, depositors and deposit trustees.

There will be no adverse effect on account of the Scheme on the aforesaid stakeholders. The Scheme is proposed to the advantage of all concerned, including the said stakeholders.

9. No investigation proceedings

There are no proceedings pending under Sections 210 to 227 of the Act against the Demerged Company and / or the Resulting Company.

10. Amounts due to creditors

(a) The Demerged Company and the Resulting Company do not have any secured creditor. The respective amounts due to unsecured creditors as on 31st December, 2023 are as follows:

Sl. No.	Company	Amount (`in crores)
1.	Demerged Company	2,101.13
2.	Resulting Company	2.39

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(b) The Scheme embodies the arrangement between the Demerged Company and the Resulting Company and their respective shareholders. No change in value or terms or any compromise or arrangement is proposed under the Scheme with any of the creditors of the Demerged Company and the Resulting Company. The Tribunal has therefore dispensed with the meetings of the unsecured creditors of the Demerged Company and the Resulting Company to consider the Scheme, since there is no compromise or arrangement with them and their rights are not affected by the Scheme in any manner. The Scheme does not involve any debt restructuring and hence, the requirement to disclose details of debt restructuring is not applicable.
Summary of Share Entitlement Ratio Report and Fairness Opinion
(a) The Share Entitlement Ratio in consideration for the demerger has been fixed on a fair and reasonable basis, based on the Share Entitlement Ratio Report dated 14th August, 2023 issued by Messrs. PwC Business Consulting Services LLP (IBBI Registered Valuer No.: IBBI/RV-E/02/2022/158), which is enclosed as Annexure 5 .
(b) Messrs. Kotak Mahindra Capital Company Limited, an independent SEBI Registered Category I Merchant Banker (SEBI Registration No. INM000008704) in their Fairness Opinion dated 14th August, 2023, has also opined that the Share Entitlement Ratio is fair and reasonable from a financial point of view to the Shareholders of the Demerged Company. The said Fairness Opinion is enclosed as Annexure 6 .
(c) The Share Entitlement Ratio has been determined considering that upon allotment of Equity Shares by the Resulting Company to the Shareholders of the Demerged Company, it is envisaged that ~60% equity shareholding in the Resulting Company would be directly owned by the Shareholders of the Demerged Company in the same proportion as their shareholding in the Demerged Company as on the Record Date, with the remaining ~40% equity shareholding to continue being held by the Demerged Company. Accordingly, Shareholders of the Demerged Company will continue to hold 100% beneficial economic interest of the Demerged Undertaking / Resulting Company, i.e. ~60% directly and balance ~40% through their shareholding in the Demerged Company. The method used to arrive at the entitlement ratio is summarised below:

	Particulars	Value
A.	Existing number of Equity Shares of the Resulting Company having face value of`1/- each	83,00,00,000
B.	Post demerger, equity stake the Demerged Company intends to hold in the ResultingCompany	~40%
C.	Expected total number of Equity Shares of ` 1/- of the Resulting Company. This considers the existing number of Equity Shares of the Resulting Company (as stated in A above) and the proposed equity stake corresponding to such existing Equity Shares (as stated in B above) (i.e. A ÷ B)	207,50,00,000
D.	Number of Equity Shares of the Resulting Company to be issued to the Shareholders of the Demerged Company for the balance ~60% equity stake in the ResultingCompany,pursuant to the Scheme(C - A)	124,50,00,000
E.	Total number of outstanding Ordinary Shares of the Demerged Company (as on the date of approval of the Scheme)	1246,48,39,501
	Share Entitlement Ratio: Total number of outstanding Ordinary Shares of the Demerged Company divided by the total number of Equity Shares of the Resulting Company required to be issued for the balance ~60% stake in the ResultingCompany (rounded off) (E ÷ D)	10

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(d) The Share Entitlement Ratio has accordingly been recommended as follows:
For every 10 (Ten) fully paid-up Ordinary Shares having face value of _1/- each of the Demerged Company, 1 (One) fully paid-up Equity Share having face value of_ 1/- each of the Resulting Company.
(e) The Share Entitlement Ratio shall not be adjusted on account of any variation in the Paid-up Share Capital of the Demerged Company due to issue and allotment of Shares on account of exercise of Stock Options as part of the normal business operations, prior to the Effective Date.
(f) The proposed demerger will not have any impact on the beneficial economic interest of the Shareholders of the Demerged Company as they would continue to have the same beneficial economic interest in the Hotels Business and the Resulting Company, by way of indirect ~40% equity ownership of the Resulting Company through the Demerged Company, and direct ~60% equity ownership of the Resulting Company. In view of the same, valuation of the Demerged Company, the Resulting Company and the Hotels Business has no bearing on the recommended Share Entitlement Ratio and therefore, such valuation was not required to be undertaken.
(g) The Audit Committee of the Demerged Company at its Meeting held on 14th August, 2023 has recommended the Scheme, including the Share Entitlement Ratio, after taking into consideration, inter alia, the aforesaid Report and Opinion. The Independent Directors Committee of the Demerged Company at its Meeting held on 14th August, 2023 has also recommended the Scheme.

12. Shareholding and Capital Structure of the Demerged Company and the Resulting Company

(a) The pre-arrangement shareholding pattern of the Demerged Company and the pre / post-arrangement shareholding pattern of the Resulting Company as on 31st March, 2024, are given in the table below. There will be no change in the shareholding pattern of the Demerged Company consequent to the Scheme.

Sl. No.	Description	Demerged Company (Pre and Post arrangement)	Demerged Company (Pre and Post arrangement)	Resulting Company	Resulting Company	Resulting Company	Resulting Company
				Pre-arrangement		Post-arrangement
		No. of Shares	%	No. of Shares	%	No. of Shares	%
(A)	Promoter and Promoter Group
(1)	Indian
(a)	Individuals / Hindu Undivided Family	0	0.00	6	0.00	0	0.00
(b)	Central Government / State Government(s)	0	0.00	0	0.00	0	0.00
(c)	Financial Institutions / Banks	0	0.00	0	0.00	0	0.00
(d)	Any Other	0	0.00	82,99,99,994	100.00	83,00,00,000	39.93
	– Bodies Corporate	0	0.00	82,99,99,994	100.00	83,00,00,000	39.93
	Sub-Total (A)(1)	0	0.00	83,00,00,000	100.00	83,00,00,000	39.93

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Sl. No.	Description	Demerged Company (Pre and Post arrangement)	Demerged Company (Pre and Post arrangement)	Resulting Company	Resulting Company	Resulting Company	Resulting Company
				Pre-arrangement		Post-arrangement
		No. of Shares	%	No. of Shares	%	No. of Shares	%
(2)	Foreign
(a)	Individuals	0	0.00	0	0.00	0	0.00
(b)	Bodies Corporate	0	0.00	0	0.00	0	0.00
(c)	Institutions	0	0.00	0	0.00	0	0.00
(d)	Any Other	0	0.00	0	0.00	0	0.00
	Sub-Total (A)(2)	0	0.00	0	0.00	0	0.00
	Total Shareholding of Promoter and Promoter Group (A) = (A)(1)+(A)(2)	0	0.00	83,00,00,000	100.00	83,00,00,000	39.93
(B)	Public
(1)	Institutions
(a)	Mutual Funds	144,22,81,721	11.55	0	0.00	14,42,28,172	6.94
(b)	Financial Institutions / Banks	98,44,43,950	7.89	0	0.00	9,84,44,395	4.74
(c)	Venture Capital Funds	0	0.00	0	0.00	0	0.00
(d)	Insurance Companies	251,45,49,148	20.14	0	0.00	25,14,54,915	12.10
(e)	Foreign Portfolio Investors (including Foreign Institutional Investors)	192,68,60,640	15.43	0	0.00	19,26,86,064	9.27
(f)	Foreign Venture Capital Investors	0	0.00	0	0.00	0	0.00
(g)	Alternate Investment Funds	2,54,67,512	0.20	0	0.00	25,46,751	0.12
(h)	Any Other	367,78,61,896	29.46	0	0.00	36,77,86,190	17.70
	– Provident / Pension Funds	15,40,93,665	1.24	0	0.00	1,54,09,367	0.74
	– QIB - Insurance Company (Registered)	32,56,78,987	2.61	0	0.00	3,25,67,899	1.57
	– Insurance Funds – Dept. of Post India	1,48,90,741	0.12	0	0.00	14,89,074	0.07

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Sl. No.	Description	Demerged Company (Pre and Post arrangement)	Demerged Company (Pre and Post arrangement)	Resulting Company	Resulting Company	Resulting Company	Resulting Company
				Pre-arrangement		Post-arrangement
		No. of Shares	%	No. of Shares	%	No. of Shares	%
	– NBFCs registered with RBI	4,35,810	0.00	0	0.00	43,581	0.00
	– Foreign Direct Investment	318,27,62,693	25.49	0	0.00	31,82,76,269	15.32
	Sub-Total (B)(1)	1057,14,64,867	84.67	0	0.00	105,71,46,487	50.87
(2)	Central Government / State Government(s)	47,09,931	0.04	0	0.00	4,70,993	0.02
	Sub-Total (B)(2)	47,09,931	0.04	0	0.00	4,70,993	0.02
(3)	Non-Institutions
(a)	Bodies Corporate	11,80,34,430	0.94	0	0.00	1,18,03,443	0.57
(b)	Individuals -
i.	Individual shareholders holding nominal share capital up to`2 lakhs	145,90,60,439	11.69	0	0.00	16,23,17,563	7.81
ii.	Individual shareholders holding nominal share capital in excess of `2 lakhs	17,41,78,715	1.40	0	0.00	12,30,881	0.06
(c)	Any Other	15,12,84,258	1.21	0	0.00	1,49,03,897	0.71
	– Directors and their Relatives (excluding Non-Executive Directors)	23,71,674	0.02	0	0.00	12,639	0.00
	– NRIs	10,82,48,108	0.87	0	0.00	1,08,24,811	0.52
	– Foreign Nationals	2,22,120	0.00	0	0.00	22,212	0.00
	– Trust	71,37,350	0.06	0	0.00	7,13,735	0.03
	– Clearing Members / House	58,36,640	0.04	0	0.00	5,83,664	0.03
	– Investor Education and Protection Fund, MCA	2,74,68,366	0.22	0	0.00	27,46,837	0.13
	Sub-total (B)(3)	190,25,57,842	15.24	0	0.00	19,02,55,784	9.15
	Total Public Shareholding (B) = (B)(1)+(B)(2)+(B)(3)	1247,87,32,640	99.95	0	0.00	124,78,73,264	60.04
	TOTAL (A)+(B)	1247,87,32,640	99.95	0	0.00	207,78,73,264	99.97

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Sl. No.	Description	Demerged Company (Pre and Post arrangement)	Demerged Company (Pre and Post arrangement)	Resulting Company	Resulting Company	Resulting Company	Resulting Company
				Pre-arrangement		Post-arrangement
		No. of Shares	%	No. of Shares	%	No. of Shares	%
(C)	Shares held by Custodians and against which DRs have been issued	59,88,831	0.05	0	0.00	5,98,883	0.03
	GRAND TOTAL (A)+(B)+(C)	1248,47,21,471	100.00	83,00,00,000	100.00	207,84,72,147	100.00

(b) The pre-arrangement capital structure of the Demerged Company and the Resulting Company is given in paragraphs 3.I(d) and 3.II(d). There will be no change in the capital structure of the Demerged Company consequent to the Scheme. The post-arrangement capital structure of the Resulting Company (based on the shareholding pattern of the Demerged Company as on 31st March, 2024) will be as follows:

Particulars	Amount in`
Authorised Share Capital
250,00,00,000 Equity Shares of`1/- each	250,00,00,000
Issued, Subscribed and Paid-up Share Capital
207,84,72,147 Equity Shares of`1/- each, fully paid-up	207,84,72,147

13. Auditors’ Certificates of conformity of accounting treatment in the Scheme with the Accounting Standards

The respective Statutory Auditors of the Demerged Company and the Resulting Company have confirmed that the accounting treatment specified in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Act.

14. No-objection of the Stock Exchanges

The Demerged Company had filed the Scheme with NSE, BSE and CSE in terms of the SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20th June, 2023 (‘SEBI Circular’) for their approval. Apart from the same, the Demerged Company had also submitted the Report of its Audit Committee on the Scheme and various other documents to the Stock Exchanges, and also displayed the same on its website in terms of the SEBI Circular and addressed all queries on the said documents.

Further, the Demerged Company did not receive any complaint relating to the Scheme and ‘Nil’ Complaint Reports were filed by the Demerged Company with the Stock Exchanges in terms of the SEBI Circular, copies of which are enclosed as Annexure 7 . NSE and BSE by their respective Observation Letters dated 19th January, 2024 and CSE by its Observation Letter dated 22nd January, 2024 have given their no-objection to the Scheme. Copies of the said Observation Letters issued by the Stock Exchanges to the Demerged Company are enclosed as Annexure 8 . The further documents and information, as advised by the Stock Exchanges, are also provided as under:

(a) Annexure 9 : Details of ongoing adjudication and recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Demerged Company, its Promoters and Directors.

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(b) Annexure 10 : Information pertaining to the Resulting Company in the format specified for abridged prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.
(c) Annexure 11 : Following information and documents as submitted to the Stock Exchanges by the Demerged Company:
(i) Details of assets, liabilities and revenue of the Demerged Company and the Resulting Company, both pre and post Scheme;
(ii) Details of assets, liabilities, revenue and net worth of the Demerged Undertaking, along with write up on the history of the Demerged Undertaking;
(iii) Net worth certificates along with Statements of assets and liabilities of the Demerged Company and the Resulting Company, both pre and post Scheme;
(iv) Comparison of revenue and net worth of the Demerged Undertaking with the total revenue and net worth of the Demerged Company for the last three financial years; and
(v) Need, rationale and synergies of the Scheme along with its impact on the Shareholders of the Demerged Company.

15. Approvals and intimations in relation to the Scheme

(a) The details of approvals and no objections required for the proposed arrangement are mentioned in Clause 28 of the Scheme. The Stock Exchanges have since given their no-objection to the Scheme as mentioned in the preceding paragraph. Further, all shareholders of the Resulting Company have given their consent to the Scheme, and therefore, the Tribunal has dispensed with the meeting of the shareholders of the Resulting Company. The companies are in the process of obtaining other approvals and no objections from regulatory and / or government authorities, as required.
(b) The Scheme, if approved at this Meeting, will be subject to subsequent sanction of the Tribunal and such other approval(s), permission(s) and sanction(s) of regulatory or other authorities, as may be necessary.
(c) The Demerged Company and the Resulting Company confirm that they have filed the Scheme with the Registrar of Companies, West Bengal. Further, the Demerged Company confirms that the Notice of the Scheme in the prescribed form is also being served on all the Authorities in terms of the Tribunal Order dated 22nd April, 2024.

16. Inspection of Documents

In addition to the documents annexed hereto, copies of the following documents will be available for inspection through electronic mode on the Company’s corporate website at https://www.itcportal.com/proposed-demerger and also at the Registered Office of the Demerged Company between 10.00 a.m. to 2.00 p.m. on any working day up to the date of the Meeting, for which purpose Shareholders are required to send an e-mail to the Executive Vice President & Company Secretary at [email protected] :

(a) Copy of the Scheme of Arrangement amongst ITC Limited and ITC Hotels Limited and their respective shareholders and creditors;

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(b) Order dated 22nd April, 2024 passed by the Tribunal in Company Application (CAA) No. 56/KB/2024;
(c) Memorandum and Articles of Association of the Demerged Company and the Resulting Company;
(d) Audited Standalone and Consolidated Financial Statements of the Demerged Company for the financial year ended 31st March, 2023;
(e) Unaudited Standalone and Consolidated Financial Results of the Demerged Company for the quarter and six months ended 30th September, 2023;
(f) Unaudited Financial Statements of the Resulting Company for the period ended 31st December, 2023;
(g) Certificates from the respective Statutory Auditors of the Demerged Company and the Resulting Company confirming that the accounting treatment specified in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Act;
(h) Reports of the Audit Committee and the Independent Directors Committee of the Demerged Company dated 14th August, 2023 recommending the Scheme;
(i) Share Entitlement Ratio Report dated 14th August, 2023 issued by Messrs. PwC Business Consulting Services LLP;
(j) Fairness Opinion dated 14th August, 2023 issued by Messrs. Kotak Mahindra Capital Company Limited;
(k) Applicable additional information submitted by the Demerged Company to the Stock Exchanges while processing the Scheme and as advised by SEBI vide e-mail dated 21st September, 2023;
(l) Net worth certificates of the Demerged Company and the Resulting Company as on 31st December, 2023, both pre and post Scheme;
(m) All other documents displayed on the Demerged Company’s website in terms of the SEBI Circular.

Shareholders can also obtain extract(s) from or copy(ies) of the documents listed above.

Based on the above, and considering the rationale and benefits, in the opinion of the Board of Directors, the Scheme will be of advantage to, beneficial and in the best interests of the companies and their respective shareholders, creditors, employees and other stakeholders, and the terms thereof are fair and reasonable. The Board of Directors of the Demerged Company recommends the Scheme for the approval of its Shareholders.

Sd/-

Dated: 30th April, 2024

Dr. (h.c.) CS & Advocate Mamta Binani Chairperson appointed by the Tribunal for the Meeting

ANNEXURE 1

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ANNEXURE 9

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DETAILS OF ONGOING ADJUDICATION AND RECOVERY PROCEEDINGS, PROSECUTION INITIATED, AND ALL OTHER ENFORCEMENT ACTION TAKEN, IF ANY, AGAINST THE DEMERGED COMPANY, ITS PROMOTERS AND DIRECTORS

Almost 27 years back, the Enforcement Directorate (‘ED’) had carried out investigations under the then Foreign Exchange Regulation Act, 1973 (‘FERA’) against the Demerged Company and some of its officials. After completion of such investigations, 26 show cause notices for adjudication were issued. Out of these, 17 show cause notices were dropped by the Department and 5 were quashed by the Calcutta High Court. Detailed replies to the remaining 4 show cause notices have been filed with the Adjudicating Authority. Hearing has been completed for two of these show cause notices in the year 2015 and orders have been reserved. The Demerged Company has challenged one of these show cause notices by way of a writ petition before the Calcutta High Court, and the same is pending. The other two show cause notices are yet to be heard by the Adjudicating Authority. Further, 6 prosecution cases were also initiated by the ED. Two of the prosecutions have been quashed by the Calcutta High Court, while quashing petitions for 4 cases are pending.

Other than the above, no material regulatory action has been taken or is pending against the Demerged Company.

A shareholder, by the name of Mr. Ravi Kumar Mehrotra, alleged that his shares in the Demerged Company have been fraudulently dematerialised in the year 2008 by some other individuals (Alleged Offenders) who have impersonated him by using false documents. In this connection, Mr. Mehrotra has filed a criminal case against the Alleged Offenders and has also made the Demerged Company a party in the same. The matter is pending before the Chief Metropolitan Magistrate, Esplanade Court, Mumbai.

There are no material civil litigations against the Demerged Company. However, though not required to be disclosed, for the purpose of completeness and for information, the following matters are being disclosed:

(a) The Demerged Company has initiated proceedings before the erstwhile Company Law Board submitting that the affairs of Logix Developers Private Limited (‘JV Company’), a joint venture entity between the Demerged Company and Logix Estates Private Limited (‘JV Partner’), were being conducted in a manner that was prejudicial to the interest of the Demerged Company and the JV Company. The matter is currently before the National Company Law Tribunal (‘NCLT’). The JV Partner had also filed a petition before the Delhi High Court for winding up the JV Company, which was transferred to the NCLT by the Delhi High Court. The matter was heard before the NCLT on several occasions in the past but could not be concluded. On 21st January, 2020, the matter was assigned to a new bench, post which hearings on the matter are being held.
(b) In respect of Pavan Poplar Limited (‘PPL’), a wholly owned subsidiary of the Demerged Company, an order has been passed by the High Court of Uttarakhand at Nainital in February, 2014, dismissing the writ petition filed by PPL against the order of the District Magistrate authorising the state authorities to take possession of the land leased to PPL. PPL has filed an appeal against the said order of the High Court, which has been admitted in April, 2014 and the matter is pending before the High Court.

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(c) In respect of Prag Agro Farm Limited (‘PAFL’), a wholly owned subsidiary of the Demerged Company, an order has been passed by the High Court of Uttarakhand at Nainital in February, 2014, dismissing the writ petition filed by PAFL against the order of the District Magistrate authorising the state authorities to take possession of the land leased to PAFL. PAFL has filed an appeal against the said order of the High Court, which has been admitted in April, 2014 and the matter is pending before the High Court.
Details of proceedings relating to direct and indirect taxes pertaining to the Demerged Company are as below.

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----- Start of picture text -----

Nature of case Number of cases Amount involved
( ` in crores)
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Nature of case	Number of cases	Amount involved (`in crores) *

Direct taxes
Proceedings initiated by the Demerged Company	21	1,382.95
Proceedings initiated against the Demerged Company	18	173.03
Indirect taxes
Proceedings initiated by the Demerged Company	3	4.59
Proceedings initiated against the Demerged Company	320	658.37

*To the extent ascertainable.

The Demerged Company does not have a Promoter or Promoter Group; hence disclosure of any proceedings against Promoters is not applicable.
There are no pending litigations against the Demerged Company’s Directors that would have an adverse impact on the proposed Scheme of Arrangement or its implementation.

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ANNEXURE 10

I T C H O T E L S L I M I T E D

Registered Office: Virginia House, 37 J. L. Nehru Road, Kolkata – 700 071 Phone: 033-22889371 • CIN: U55101WB2023PLC263914 • e-mail: [email protected]

DISCLOSURE DOCUMENT

This Disclosure Document (‘Disclosure Document’) has been prepared solely as per the requirements of the SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20th June, 2023, as amended from time to time, in connection with the Scheme of Arrangement amongst ITC Limited (‘ITC’ or ‘Demerged Company’) and ITC Hotels Limited (‘ITC Hotels’ or ‘Resulting Company’) and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (‘the Act’) (‘Scheme’) filed before the Hon’ble National Company Law Tribunal, Kolkata Bench.

This Disclosure Document discloses applicable information [as prescribed in the format for abridged prospectus provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018] pertaining to ITC Hotels, being an unlisted company in the Scheme.

This Disclosure Document should be read together with the Scheme, and the Notice & the Explanatory Statement sent to the shareholders of the Demerged Company.

This Disclosure Document should not be considered as an invitation or an offer of any securities by or on behalf of ITC or ITC Hotels.

THIS DISCLOSURE DOCUMENT CONTAINS 12 PAGES. PLEASE ENSURE THAT YOU HAVE RECEIVED ALL THE PAGES.

ITC HOTELS LIMITED

CIN : U55101WB2023PLC263914 | Date of Incorporation : 28th July, 2023

Registered Offce	Corporate Offce	Contact Person	Telephone, E-mail and Website
Virginia House 37 Jawaharlal Nehru Road Kolkata 700 071 West Bengal	Same as Registered Offce	Diwaker Dinesh, Manager and Company Secretary	Telephone: 033 2288 9371 E-mail: [email protected] Website: --
NAME OF PROMOTER OF ITC HOTELS: ITC LIMITED

Details of Offer to Public Details of OFS by Promoter(s) / Promoter Group / Other Selling Shareholders Not Applicable Price Band, Minimum Bid Lot and Indicative Timelines Details of WACA (Weighted Average Cost of Acquisition) of all shares transacted over the trailing eighteen months from the date of RHP (Red Herring Prospectus)

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DETAILS OF THE SCHEME

BRIEF PARTICULARS OF THE SCHEME

(a) The Scheme of Arrangement is presented under Sections 230 to 232 and other applicable provisions of the Act amongst ITC and ITC Hotels and their respective shareholders and creditors.

(b) The Scheme, inter alia, provides for:

(i) demerger of the Demerged Undertaking (as defined in the Scheme) comprising the Hotels Business (as defined in the Scheme) of ITC, i.e. the Demerged Company into ITC Hotels, i.e. 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 as per the Share Entitlement Ratio (as defined hereinafter) , and in accordance with the provisions of Section 2(19AA) read with other relevant provisions of the Income-tax Act, 1961 (‘IT Act’);

(ii) various other matters consequential or otherwise integrally connected therewith, including changes to the share capital and securities premium account of the Resulting Company, pursuant to the provisions of Sections 230 to 232 read with other applicable / relevant provisions of the Act and in compliance with the provisions of the IT Act and other applicable regulatory requirements.

(c) Upon the Scheme becoming effective and in consideration of the transfer and vesting of the Demerged Undertaking from the Demerged Company to the Resulting Company in terms of the Scheme, the Resulting Company shall, without any further application, act or deed, issue and allot equity shares, credited as fully paid-up, to the shareholders of the Demerged Company, holding fully paid-up Ordinary Shares (as defined in the Scheme) and whose names appear in the register of members, including register and index of beneficial owners maintained by a depository under Section 11 of the Depositories Act, 1996, of the Demerged Company, on the Record Date or to such of their respective heirs, executors, administrators or other legal representative or other successors in title as on the Record Date in the following manner:

“for every 10 Ordinary Shares of face and paid-up value of _1/- each held in the Demerged Company, 1 Equity Share of face and paid-up value of_ 1/- in the Resulting Company” (‘Share Entitlement Ratio’) .

(d) All the equity shares of ITC Hotels will be listed and / or admitted to trading on the National Stock Exchange of India Limited and BSE Limited, which have nation-wide trading terminals.
(e) The Scheme shall be effective from the Appointed Date and shall be operative from the Effective Date.
(f) The Scheme is subject to the approvals and sanctions as mentioned in the Scheme.

RATIONALE AND OBJECTIVE OF THE SCHEME

(a) The Demerged Company is a diversified company engaged in various businesses including hotels. The Hotels Business of the Demerged Company includes ownership / licensing / management of several hotel properties and providing services including accommodation, dining, banqueting, etc.

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(b) The Hotels Business of the Demerged Company 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 the Demerged Company’s institutional strengths, strong brand equity and goodwill. Therefore, the Scheme is being proposed to segregate Hotels Business from the Remaining Business of the Demerged Company 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:
(i) 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 digitalisation present immense opportunities for the Hotels Business going forward, though distinct from the other businesses of the Demerged Company.
(ii) 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.
(iii) 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.
(iv) 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.
(v) 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.
(vi) 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.

RISKS IN RELATION TO THE FIRST OFFER

Not Applicable, as no offer of equity shares to the public is envisaged.

GENERAL RISKS

Investment in equity and equity-related securities involve a degree of risk and investors should not invest any funds unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking any investment decision. For taking any investment decision, investors must rely on their own examination of ITC, ITC Hotels and the Scheme, including the risks involved. The equity shares of ITC Hotels have not been recommended or approved by the Securities and Exchange Board of India (‘SEBI’) / Stock Exchanges, nor does SEBI / Stock Exchanges guarantee the accuracy or adequacy of the contents of the Disclosure Document. Specific attention of the investors is invited to the section titled ‘INTERNAL RISK FACTORS’.

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PROCEDURE

The procedure with respect to public issue / offer would not be applicable as the issue of equity shares by ITC Hotels is proposed only for the shareholders of ITC pursuant to the Scheme. Hence, the procedure with respect to Bid-Cum-Application Form, Red Herring Prospectus and General Information Document etc. are not applicable.

PRICE INFORMATION OF BOOK RUNNING LEAD MANAGER(S)

Not Applicable

STATUTORY AUDITORS OF ITC HOTELS LIMITED

PROCEDURE	PROCEDURE	PROCEDURE	PROCEDURE
The procedure with respect to public issue / offer would not be applicable as the issue of equity shares by ITC Hotels is proposed only for the shareholders of ITC pursuant to the Scheme. Hence, the procedure with respect to Bid-Cum-Application Form, Red Herring Prospectus and General Information Document etc. are not applicable.
PRICE INFORMATION OF BOOK RUNNING LEAD MANAGER(S)
Not Applicable
STATUTORY AUDITORS OF ITC HOTELS LIMITED
Messrs. S.R. Batliboi & Co. LLP (Firm Registration Number 301003E/E300005)
PROMOTER OF ITC HOTELS LIMITED
Sl. No.	Name	Individual / Corporate	Experience
1.	ITC Limited	Corporate	ITC Limited was incorporated on 24th August, 1910 as ‘The Imperial Tobacco Company of India Limited’ under the provisions of the Indian Companies Act, 1882. Subsequently, its name was changed to ‘India Tobacco Company Limited’ on 20th May, 1970, to ‘I.T.C. Limited’ on 30th March, 1974 and to ‘ITC Limited’ on 18th September, 2001. ITC is a public limited company within the meaning of the Act, having CIN: L16005WB1910PLC001985. Its Registered Offce is at Virginia House, 37 Jawaharlal Nehru Road, Kolkata 700 071, West Bengal. ITC is one of India’s leading private sector companies and a diversifed conglomerate with businesses spanning Fast Moving Consumer Goods, Hotels, Paperboards, Paper and Packaging, and Agri Business. The Ordinary Shares of ITC are listed on the National Stock Exchange of India Limited, BSE Limited and The Calcutta Stock Exchange Limited, and the Global Depository Receipts of ITC are listed on the Luxembourg Stock Exchange.

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BUSINESS OVERVIEW AND STRATEGY OF ITC HOTELS LIMITED

BUSINESS OVERVIEW AND STRATEGY OF ITC HOTELS LIMITED	BUSINESS OVERVIEW AND STRATEGY OF ITC HOTELS LIMITED
Company Overview	ITC Hotels was incorporated on 28th July, 2023 as a public limited company under the provisions of the Act having CIN: U55101WB2023PLC263914. Its Registered Offce is at Virginia House, 37 Jawaharlal Nehru Road, Kolkata 700 071, West Bengal. ITC Hotels is a wholly owned subsidiary of ITC and its main object is ‘hotels and hospitality’ business.
Product / service offering Revenue segmentation by product / service offering	ITC Hotels is yet to commence its business operations.
Geographies served Revenue segmentation by geographies	Not Applicable
Key Performance Indicators	Not Applicable, since ITC Hotels is yet to commence its business operations.
Client profle or industries served Revenue segmentation in terms of top 5/10 clients or industries	Not Applicable
Intellectual Property, if any	Not Applicable
Market share	Nil
Manufacturing plant, if any	Nil
Employee strength	Upon the Scheme becoming effective, all employees of ITC who are employed in or in relation to the Demerged Undertaking_(as defined in_ _the Scheme)_as on the Effective Date shall be deemed to have become employees of ITC Hotels in the same capacity as they were employed with ITC. Presently, ITC Hotels has two employees.

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BOARD OF DIRECTORS OF ITC HOTELS LIMITED	BOARD OF DIRECTORS OF ITC HOTELS LIMITED	BOARD OF DIRECTORS OF ITC HOTELS LIMITED	BOARD OF DIRECTORS OF ITC HOTELS LIMITED	BOARD OF DIRECTORS OF ITC HOTELS LIMITED
Sl. No.	Name	Designation (Independent / Wholetime / Executive / Nominee)	Experience and Educational Qualifcation		Other Directorships
1.	Mr. Sanjiv Puri (00280529)	Chairman and Non-Executive Director	Mr. S. Puri is the Chairman & Managing Director of ITC Limited. He is an alumnus of the Indian Institute of Technology, Kanpur. Mr. Puri joined ITC in January 1986. During his career of over three 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. Presently, Mr. Puri is the President-Designate of CII. He is the Chairman of the Board of Governors of the Indian Institute of Technology, Gandhinagar, and of the Advisory Council of the CII-ITC Centre of Excellence for Sustainable Development. Mr. Puri is also a Director on the Board of US-India Strategic Partnership Forum, Co-Chair of the ‘Business Commission to Tackle Inequality’ set up by the World Business Council for Sustainable Development, Member of the BRICS Business Council, and also a Member of the Governing Body of the National Council of Applied Economic Research. Mr. Puri was recognised with the ‘Business Leader of the Year Award’ by the All India Management Association and the ‘Best CEO Award’ by Business Today in the year 2024. The Asian Centre for Corporate Governance and Sustainability honoured him with the ‘Transformational Leader Award 2022-23’. He was conferred with the ‘IMPACT Person of the Year, 2020’ Award by Exchange4media, ‘Distinguished Alumnus Award of the year 2018’ by the Indian Institute of Technology, Kanpur, and was also bestowed with an Honorary Doctorate by the XIM University, Bhubaneshwar.		Indian companies 1. ITC Limited 2. ITC Infotech India Limited 3. Indian School of Business Foreign companies 1. Surya Nepal Private Limited 2. ITC Infotech Limited, UK 3. ITC Infotech (USA), Inc.

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BOARD OF DIRECTORS OF ITC HOTELS LIMITED	BOARD OF DIRECTORS OF ITC HOTELS LIMITED	BOARD OF DIRECTORS OF ITC HOTELS LIMITED	BOARD OF DIRECTORS OF ITC HOTELS LIMITED
Sl. No.	Name	Designation (Independent / Wholetime / Executive / Nominee)	Experience and Educational Qualifcation	Other Directorships
2.	Mr. Anil Chadha (08073567)	Non-Executive Director	Mr. A. Chadha, an alumnus of the Welcomgroup Graduate School of Hotel Administration, joined ITC Limited - Hotels Division in August 1990 as an Executive Trainee. He has spent most part of his career with ITC Hotels, heading key hotel properties in New Delhi, Agra, Bengaluru and Chennai. He is presently the Divisional Chief Executive of the Hotels Division of ITC. In ITC, Mr. Chadha has successfully implemented innovative service standards and effciency enhancements, optimising hotel operations for superior guest experiences and earning a distinctive reputation for the brand.	Indian companies 1. International Travel House Limited 2. Gujarat Hotels Limited 3. Fortune Park Hotels Limited 4. Maharaja Heritage Resorts Limited Foreign companies WelcomHotels Lanka (Private) Limited
3.	Mr. Supratim Dutta (01804345)	Non-Executive Director	Mr. S. Dutta is a Wholetime Director and Chief Financial Offcer of ITC Limited. A qualifed Chartered Accountant and Cost Accountant, Mr. Dutta joined ITC in November 1990. In a career spanning over three decades at ITC, he has held various senior roles in the fnance function, both at the business and corporate level. He has handled various aspects of fnance including Planning, Treasury, M&A, Accounting, Taxation, IT, Investor Relations and business strategy. Presently, Mr. Dutta is a Member of the CII National Committee on Financial Reporting.	Indian companies 1. ITC Limited 2. Russell Credit Limited 3. ITC Integrated Business Services Limited 4. Greenacre Holdings Limited 5. Gold Flake Corporation Limited 6. ITC Infotech India Limited Foreign companies 1. WelcomHotels Lanka (Private) Limited 2. Surya Nepal Private Limited 3. ITC Infotech Limited, UK 4. ITC Infotech (USA), Inc.

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BOARD OF DIRECTORS OF ITC HOTELS LIMITED	BOARD OF DIRECTORS OF ITC HOTELS LIMITED	BOARD OF DIRECTORS OF ITC HOTELS LIMITED	BOARD OF DIRECTORS OF ITC HOTELS LIMITED
Sl. No.	Name	Designation (Independent / Wholetime / Executive / Nominee)	Experience and Educational Qualifcation	Other Directorships
4.	Mr. Prathivadi- bhayankara Rajagopalan Ramesh (01915274)	Non-Executive Director	Mr. P. R. Ramesh, a Commerce Graduate from Osmania University, Hyderabad, and a Fellow Member of the Institute of Chartered Accountants of India, has several years of experience. He has served as a Partner of Messrs. Deloitte Haskins & Sells LLP. Mr. Ramesh has been associated with various regulatory & industry bodies. He was a Member of the High Powered Advisory Committee of SEBI dealing with settlement of enforcement actions, the SEBI Committee on Disclosures and Accounting Standards, and the Committee for Reforming the Regulatory Environment for doing Business in India set up by the Ministry of Corporate Affairs, Government of India, amongst others. Mr. Ramesh is currently the Chairman of the Insolvency Research Foundation and a Member of the CII Corporate Governance Council.	Indian companies 1. Larsen & Toubro Limited 2. Nestle India Limited 3. Crompton Greaves Consumer Electricals Limited 4. Cipla Limited 5. Tejas Networks Limited 6. Air India Limited 7. Air India Express Limited 8. NSE Investments Limited 9. Forum for Indian Accounting Research 10. AIX Connect Private Limited Foreign companies Nil
5.	Mr. Rajendra Kumar Singhi (00009931)	Non-Executive Director	Mr. R. K. Singhi is the Executive Vice President & Company Secretary of ITC Limited. He is a Fellow Member of the Institute of Company Secretaries of India (ICSI). Mr. Singhi has over 38 years of experience in corporate laws and governance related matters. He has been the Chairman of the Corporate Governance Committee of	Indian companies 1. Russell Credit Limited 2. ITC Infotech India Limited Foreign companies 1. WelcomHotels Lanka (Private) Limited 2. Surya Nepal Private Limited

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BOARD OF DIRECTORS OF ITC HOTELS LIMITED	BOARD OF DIRECTORS OF ITC HOTELS LIMITED	BOARD OF DIRECTORS OF ITC HOTELS LIMITED	BOARD OF DIRECTORS OF ITC HOTELS LIMITED	BOARD OF DIRECTORS OF ITC HOTELS LIMITED
Sl. No.	Name	Designation (Independent / Wholetime / Executive / Nominee)	Experience and Educational Qualifcation	Other Directorships
			The Bengal Chamber of Commerce and Industry and a Member of the Secretarial Standards Board of the ICSI. Mr. Singhi is presently a Member of the CII National Committee on Regulatory Affairs. During the year 2020-21, Mr. Singhi was awarded the ‘Governance Professional of the year Award’ by the ICSI.	3. ITC Infotech Limited, UK 4. ITC Infotech (USA), Inc.

OBJECT OF THE SCHEME

Kindly refer to the brief details of the Scheme given under the section titled ‘DETAILS OF THE SCHEME’. Details of means of finance: Not Applicable

Details and reasons for non-deployment or delay in deployment of proceeds or changes in utilisation of issue proceeds of past public issues / rights issue, if any, in the preceding 10 years: Not Applicable Name of monitoring agency, if any: Not Applicable

Terms of Issuance of Convertible Security, if any: Not Applicable

	PRE-SCHEME SHAREHOLDING PATTERN OF ITC HOTELS LIMITED	PRE-SCHEME SHAREHOLDING PATTERN OF ITC HOTELS LIMITED
Sl. No.	Particulars Pre-Scheme number of Shares	Pre-Scheme percentage of shareholding
1.	Promoter and Promoter Group 83,00,00,000 *	100.00%
2.	Public –	–
	Total 83,00,00,000	100.00%
* Held by ITC Limited (including 6 shares held jointly with its employees).
Number / amount of equity shares proposed to be sold by selling shareholders, if any:Not Applicable

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AUDITED FINANCIALS OF ITC HOTELS LIMITED FOR THE PERIOD ENDED 31ST MARCH, 2024

|(in lakhs, unless specifed otherwise)|(in lakhs, unless specifed otherwise)|
|---|---|
|Particulars|Amount|
|Revenue from operations|–|
|Total Income|416.64|
|Proft before tax|147.69|
|Proft for the period|110.52|
|Equity Share Capital|8,300.00|
|Other Equity|110.52|
|Net worth|8,410.52|
|Basic earnings per share (per share)|0.01| |Diluted earnings per share (per share)|0.01|
|Return on net worth (%)|1.31%|
|Net asset value per share (`per share)|1.01|

Notes:

ITC Hotels was incorporated on 28th July, 2023. Hence, the first financial year of ITC Hotels is from 28th July, 2023 to 31st March, 2024, in accordance with Section 2(41) of the Act.
Net worth has been computed as per Section 2(57) of the Act.
Return on net worth (%) has been arrived at by dividing Profit for the period by Net worth.
Net asset value per share has been arrived at by dividing Net worth by the number of outstanding Equity Shares.

INTERNAL RISK FACTORS

ITC Hotels (‘the company’) has been incorporated to carry on the hotels and hospitality business upon the Scheme becoming effective. The Scheme is subject to the conditions / approvals as envisaged under the Scheme and any failure to receive such approvals will result in non-implementation of the Scheme and may adversely affect the shareholders.
Deterioration in the quality or reputation of the company’s brands on account of negative publicity or misinformation on social / other media, inconsistency in service standards (including due to reasons beyond the company’s control, or allegations of defects, even when false), could have an adverse impact on the business, financial performance and growth prospects of the company.
Increase in competitive intensity, both from Indian and international players, in the fast-growing Indian hospitality industry, may adversely affect the business and financial performance of the company.
Operational risks such as inconsistent service standards, non-adherence to quality control norms, non-renewal of licence or lease arrangements or unfavourable amendments to terms and conditions thereof, delay in timelines / cost overruns of projects, may adversely affect business operations and financial performance of the company.
Non-compliance with regulations relating to, inter alia, environment, health & safety, food safety & standards, real estate, taxation and labour laws may adversely affect business operations of the company.
Increasing intensity of sophisticated cyber-attacks may result in non-availability of Information Technology systems and Information Assets, loss of data integrity and compromise / theft of sensitive or personal information of customers, which may lead to significant disruption of operations, erosion of stakeholder confidence and reputational damage.

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Inability to attract and retain high quality talent, inadequate training & development, and high attrition may adversely affect business operations and growth prospects of the company.
The hospitality industry is subject to seasonal variations in demand, which may lead to significant fluctuations in quarterly financial performance of the company.
Black Swan events, economic downturns, cyclical volatility, natural calamities, terrorist attacks etc., which are beyond the control of the company, may adversely affect business operations and financial performance.

The company will institute a comprehensive risk management policy and framework, along with appropriate governance mechanisms, towards implementation of appropriate risk mitigation strategies and action plans.

SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTIONS

A. Total number of outstanding litigations against ITC Hotels and amount involved:

SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTIONS	SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTIONS	SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTIONS	SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTIONS	SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTIONS	SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTIONS	SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTIONS
A. Total number of outstanding litigations against ITC Hotels and amount involved:
Name of Entity	Criminal Proceedings	Tax Proceedings	Statutory or Regulatory Proceedings	Disciplinary action by SEBI / Stock Exchanges against Promoters	Material Civil Litigations	Aggregate amount involved (`in crores)$
ITC Hotels
By ITC Hotels	Nil	Nil	Nil	Nil	Nil	N.A.
Against ITC Hotels	Nil	Nil	Nil	Nil	Nil	N.A.
Directors
By the Directors of ITC Hotels	Nil	Nil	Nil	Nil	Nil	N.A.
Against the Directors of ITC Hotels	Nil	Nil	Nil	Nil	Nil	N.A.
Promoter
By Promoter of ITC Hotels	Nil*	24	Nil	Nil	Nil#	1,387.54
Against Promoter of ITC Hotels	5	338	4^	Nil	Nil#	831.40
Subsidiaries
By Subsidiaries	Not Applicable as ITC Hotels does not have any subsidiary
Against Subsidiaries
$ To the extent ascertainable. * Does not include proceedings in the ordinary course, such as proceedings initiated by the Promoter under the Negotiable Instruments Act, 1881. # Civil litigations involving amount of more than the materiality threshold [as per Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015] for the Promoter have been considered as material. ^ Does not include correspondence with regulators on routine matters where there is no regulatory action in the nature of a penalty / stricture being imposed or routine operational matters which do not have a bearing on the existence or operations of the Promoter.

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B. Brief details of top 5 material outstanding litigations against ITC Hotels and amount involved: Not Applicable
C. Regulatory or disciplinary actions taken by SEBI or Stock Exchanges against Promoter of ITC Hotels (i.e., ITC) in last 5 financial years including outstanding action, if any – NONE
D. Brief details of outstanding criminal proceedings against Promoter of ITC Hotels (i.e., ITC):
(a) FERA Proceedings : Almost 27 years back, the Enforcement Directorate (‘ED’) had carried out investigations under the then Foreign Exchange Regulation Act, 1973 (‘FERA’) against ITC and some of its officials. After completion of such investigations, 26 show cause notices for adjudication were issued. Out of these, 17 show cause notices were dropped by the Department and 5 were quashed by the Calcutta High Court.

Detailed replies to the remaining 4 show cause notices have been filed with the Adjudicating Authority. Hearing has been completed for two of these show cause notices in the year 2015 and orders have been reserved. ITC has challenged one of these show cause notices by way of a writ petition before the Calcutta High Court, and the same is pending. The other two show cause notices are yet to be heard by the Adjudicating Authority. Further, 6 prosecution cases were also initiated by the ED. Two of the prosecutions have been quashed by the Calcutta High Court, while quashing petitions for 4 cases are pending.

(b) Criminal Case pending before the Chief Metropolitan Magistrate, Mumbai : A shareholder, by the name of

Mr. Ravi Kumar Mehrotra, alleged that his shares in ITC have been fraudulently dematerialised in the year 2008 by some other individuals (Alleged Offenders) who have impersonated him by using false documents. In this connection, Mr. Mehrotra has filed a criminal case against the Alleged Offenders and has also made ITC a party in the same. The matter is pending before the Chief Metropolitan Magistrate, Esplanade Court, Mumbai.

ANY OTHER IMPORTANT INFORMATION OF ITC HOTELS LIMITED: NIL

DECLARATION BY THE COMPANY

We hereby declare that all relevant provisions of the Companies Act, 2013 and the guidelines / regulations issued by the Government of India or the guidelines / regulations issued by the SEBI established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in the Disclosure Document is contrary to the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992 or the rules made or guidelines or regulations issued thereunder, as the case may be. We further certify that all the statements in this Disclosure Document are true and correct.

For and on behalf of ITC Hotels Limited

Sd/Sd/C. Saboo D. Dinesh Chief Financial Officer Manager & Company Secretary

Dated: 30th April, 2024

Place: Kolkata

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AI assistant

ITC Ltd — Proxy Solicitation & Information Statement 2024

60425_rns_2024-05-02_7ee38307-be7b-442a-9c9d-4f791b73243e.pdf

NOTICE CONVENING MEETING OF THE ORDINARY SHAREHOLDERS OF ITC LIMITED

ITC Limited

CIN : L16005WB1910PLC001985 Registered Office : Virginia House, 37 Jawaharlal Nehru Road, Kolkata 700 071 Tel : +91 33 2288 9371 Fax : +91 33 2288 2358 E-mail : [email protected] Website : www.itcportal.com

NOTICE CONVENING MEETING OF THE ORDINARY SHAREHOLDERS OF ITC LIMITED (PURSUANT TO ORDER DATED 22ND APRIL, 2024 OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH)

BEFORE THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH COMPANY APPLICATION (CAA) NO. 56/KB/2024

IN THE MATTER OF SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF SCHEME OF ARRANGEMENT AMONGST ITC LIMITED AND ITC HOTELS LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

And

In the Matter of :

And

NOTICE CONVENING MEETING OF THE ORDINARY SHAREHOLDERS

To the Ordinary Shareholders of ITC Limited.

NOTES:

INSTRUCTIONS FOR ATTENDING THE MEETING AND ALSO FOR E-VOTING

I. Instructions for attending the Meeting through VC / OAVM

II. Instructions for remote e-voting

Step 1: Access to NSDL e-voting website

(A) For Individual Shareholders holding shares in dematerialised form:

(B) For Non-Individual Shareholders holding shares in dematerialised form and Shareholders holding shares in certificate form:

– Password:

Step 2: Cast your vote on NSDL e-voting website

Other Instructions

III. Instructions for e-voting at the Meeting

General Information

BEFORE THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH COMPANY APPLICATION (CAA) NO. 56/KB/2024

IN THE MATTER OF SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF SCHEME OF ARRANGEMENT AMONGST ITC LIMITED AND ITC HOTELS LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

And

In the Matter of :

And

EXPLANATORY STATEMENT UNDER SECTIONS 230 AND 232 READ WITH SECTION 102 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016

1. Meeting to consider the Scheme of Arrangement

2. Rationale and Benefits of the Scheme

3. Background of the companies

I. Particulars of the Demerged Company:

II. Particulars of the Resulting Company:

4. Salient features of the Scheme

5. Relationship subsisting between Parties to the Scheme

6. Board approvals

7. Interest of Directors, Key Managerial Personnel (‘KMP’) and their relatives

8. Effect of the Scheme on the stakeholders

(b) Directors

9. No investigation proceedings

10. Amounts due to creditors

12. Shareholding and Capital Structure of the Demerged Company and the Resulting Company

13. Auditors’ Certificates of conformity of accounting treatment in the Scheme with the Accounting Standards

14. No-objection of the Stock Exchanges

15. Approvals and intimations in relation to the Scheme

16. Inspection of Documents

DETAILS OF ONGOING ADJUDICATION AND RECOVERY PROCEEDINGS, PROSECUTION INITIATED, AND ALL OTHER ENFORCEMENT ACTION TAKEN, IF ANY, AGAINST THE DEMERGED COMPANY, ITS PROMOTERS AND DIRECTORS

I T C H O T E L S L I M I T E D

DISCLOSURE DOCUMENT

ITC HOTELS LIMITED

DETAILS OF THE SCHEME

BRIEF PARTICULARS OF THE SCHEME

RATIONALE AND OBJECTIVE OF THE SCHEME

RISKS IN RELATION TO THE FIRST OFFER

GENERAL RISKS

PROCEDURE

PRICE INFORMATION OF BOOK RUNNING LEAD MANAGER(S)

STATUTORY AUDITORS OF ITC HOTELS LIMITED

BUSINESS OVERVIEW AND STRATEGY OF ITC HOTELS LIMITED

OBJECT OF THE SCHEME

AUDITED FINANCIALS OF ITC HOTELS LIMITED FOR THE PERIOD ENDED 31ST MARCH, 2024

INTERNAL RISK FACTORS

SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTIONS

ANY OTHER IMPORTANT INFORMATION OF ITC HOTELS LIMITED: NIL

DECLARATION BY THE COMPANY

More from ITC Ltd

ITC Ltd Proxy Solicitation & Information Statement 2024