ITC Limited

rs,

xchange Plaza, Plot No. C-1, G Block Bandra-Kurla Complex Bandra (East) Mumbai 400 051 Dear Sirs, Further to our letters dated 24th July, 2023 and 31st July, 2023, we write to inform that, the Boar

Rs. 2573.22 Crore

services, etc. The turnover of the Demerged Undertaking for the year ended 31st March, 2023 was Rs. 2573.22 Crores representing 3.7% of the total standalone turnover of the Company for the year ended 31st March,

3.7%

f the Demerged Undertaking for the year ended 31st March, 2023 was Rs. 2573.22 Crores representing 3.7% of the total standalone turnover of the Company for the year ended 31st March, 2023. ITC is a d

60%

Company” Post the implementation of the Scheme, the shareholders of ITC will directly hold about 60% in the Resulting Company, proportionate to their shareholding in ITC; the balance stake of about

40%

in the Resulting Company, proportionate to their shareholding in ITC; the balance stake of about 40% in the Resulting Company will be held by ITC. Particulars Sl.

100%

Particulars Sl. No. Details Overall, the shareholders of ITC will hold 100% of the ultimate beneficial economic interest in the Hotels Business (direct holding of about 60%

rs 100

act and retain high quality human resource. | 2 | Proposed Demerger Proposed Demerger Shareholders 100% Equity Shares Shareholders Resultant Structure 100% ITC FMCG, Cigarettes, Paperboards & Pa

“1 in the Resulting Company” Post the implementation of the Scheme, the shareholders of ITC will directly hold about 60% in the Resulting Company, proportionate to their shareholding in ITC; the balance stake of about 40% in the Resulting Company will be held by ITC.”

“1 in the Resulting Company” Based on above share entitlement ratio, if any shareholder(s) is entitled to fractional shares, then such fractional shares shall be consolidated and issued to trustee(s) who shall sell such shares and the net sale proceeds will be distributed by the trustee(s) to such shareholders fractional to entitlements, in accordance with SEBI Master Circular dated 20th June, 2023.”

“of equity shares of ITC Number of ITC shares against which 1 share of ITC Hotels will be issued (rounded off) Note: Above Share Entitlement Ratio has been recommended by an independent Registered Valuer Reference A B C = (A/B) D = C - A E E/D Value 83 cr.”

Record Date in the following manner

1

Record Date in the following manner

“for every 10 (Ten) Ordinary Shares of face and paid-up value of Re. 1 each held in the Demerged Company, 1 (One) equity share of face and paid-up value of Re. 1 in the Resulting Company” Post the implementation of the Scheme, the shareholders of ITC will directly hold about 60% in the Resulting Company, proportionate to their shareholding in ITC; the balance stake of about 40% in the Resulting Company will be held by ITC. Particulars Sl. No. Details Overall, the shareholders of ITC will hold 100% of the ultimate beneficial economic interest in the Hotels Business (direct holding of about 60% and indirect holding of about 40% through ITC). 5. In case of cash consideration - amount or otherwise share exchange ratio No cash consideration The consideration for demerger shall be discharged by issue of equity shares by the Resulting Company as follows: is payable under the Scheme. “for every 10 (Ten) Ordinary Shares of face and paid-up value of Re. 1 each held in the Demerged Company, 1 (On