Approval of demerger of Hotel Business Further to our letters dated 24th July, 2023 and 31st July, 2023, we write to inform that, the Board of Directors of the Company (the Board') at the meeting held today i.e., 14th August, 2023, has subject to necessary statutory and regulatory approvals, considered and approved the Scheme of Arrangement amongst ITC Limited (Demerged Company') and ITC Hotels Limited (Resulting Company') and their respective shareholders and creditors under Sections 230 to 232 read with other applicable provisions of the Companies Act, 2013 (Scheme'). The said Scheme involves the demerger of the Demerged Undertaking (as defined in the Scheme) comprising the Hotels Business (as defined in the Scheme) of the Demerged Company into the Resulting Company on a going concern basis and in consideration, the consequent issuance of equity shares by the Resulting Company to all the shareholders of the Demerged Company in accordance with the Share Entitlement Ratio i.e. 'for every 10 (Ten) Ordinary Shares of face and paid-up value of Re. 1 each held in the Demerged Company, 1 (One) equity share of face and paid-up value of Re. 1 in the Resulting Company'. Further details as required under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the SEBI Circular dated 13th July, 2023, are given in the Enclosure. A copy of the Investor Presentation providing further details on the subject matter is also attached. The Board Meeting commenced at 3.30 p.m. and concluded at 4.30 p.m. Summary of the Proceedings of the Meeting of the Ordinary Shareholders of ITC Limited and Voting Results We write to advise that ITC Hotels Limited, a wholly owned subsidiary, has advised that the Competition Commission of India, vide letter dated 28th May, 2024, has accorded approval to the proposed combination relating to demerger of the Demerger Undertaking comprising the Hotels Business of ITC Limited on a going concern basis. Read less.. (As Per BSE Announcement Dated on 29.05.2024) Meeting of the Ordinary Shareholders of ITC Limited - 6th June, 2024 We enclose, in terms of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations'), a summary of the proceedings of the Meeting of the Ordinary Shareholders of ITC Limited held on 6th June, 2024 pursuant to the directions of the Hon'ble National Company Law Tribunal, Kolkata Bench, vide Order dated 22nd April, 2024. We would like to advise that the Resolution for approval of the Scheme of Arrangement amongst ITC Limited and ITC Hotels Limited and their respective shareholders and creditors for the proposed demerger of the Hotels Business of ITC Limited into ITC Hotels Limited, as set out in the Notice dated 30th April, 2024, has been passed by the Members by requisite majority, pursuant to Section 230(6) of the Companies Act, 2013. The Voting Results in the prescribed format in terms of Regulation 44(3) of the Listing Regulations are also enclosed. (As Per BSE Announcement Dated on 06.06.2024) Demerger of the Hotels Business of the Company (As per BSE Announcement Dated on 05/10/2024) Update on Demerger of the Hotels Business of the Company We further advise that ITC Limited and ITC Hotels Limited have mutually acknowledged that all the conditions specified in Clause 28 of the Scheme have been fulfilled and satisfied, including filing of the aforesaid Order with the Registrar of Companies, West Bengal, and accordingly, the Appointed Date and the Effective Date of the Scheme shall be the first day of the following month i.e. 1 st January, 2025, in accordance with Clauses 5.1(iii) and 5.1(xvi) of the Scheme, respectively. (As per BSE Announcement Dated on 17/12/2024) Demerger Of The Hotels Business Of The Company - Record Date ITC Hotels Limited (ITCHL) have mutually agreed to fix Monday, 6 th January, 2025 as the Record Date for the purposes of determining the shareholders of the Company to whom equity shares of ITCHL would be allotted in accordance with Clause 18 of the Scheme of Arrangement amongst ITC Limited and ITC Hotels Limited and their respective shareholders and creditors under Sections 230 to 232 read with the other applicable provisions of the Companies Act, 2013. (As Per BSE Notice Dated on 18.12.2024) Trading Members of the Exchange are hereby informed that, pursuant to the Scheme of Arrangement as approved by the Hon'ble National Company Law Tribunal, Kolkata Bench, ITC LTD, has fixed Record Date for the purpose of Demerger and for determining the entitlement of the shareholders of the Company, as per details given below: - COMPANY NAME CODE ITC LTD (500875) RECORD DATE 06.01.2025 PURPOSE As per Scheme of Arrangement approved by the Hon'ble National Company Law Tribunal, Kolkata Bench, between, ITC LTD (the Demerged Company) and ITC Hotels Limited. (the Resulting Company) and their Respective Shareholders and Creditors; The Scheme provides for Demerger of the Hotel Business of ITC LTD, (Demerged Company) INTO ITC Hotels Limited. (Resulting Company) ; Upon the Scheme becoming effective and In consideration of the Demerger as stated above, ITC Hotels Limited (Resulting Company), shall issue and allot Equity Shares to the shareholders of ITC LTD (Demerged Company) in the following proportion:- 'for every 10 Ordinary Shares of Face and Paid-up value of Re.1/- each held in the Demerged Company, 1 equity share of Face and Paid-up value of Re.1/- in the Resulting Company' ('Share Entitlement Ratio') EX-ENTITLEMENT FROM DATE & SETT. NO. 06/01/2025 DR-792/2024-2025 Note: Pursuant to SEBI Circular No. CIR/MRD/DP/01/2012 dated January 20, 2012, the aforesaid scrip shall be a part of Call Auction in Pre-open Session (Special Pre- open Session (SPOS)) on 6th January, 2025. For further information on SPOS, the trading members are requested to refer to the Exchanges notice no. 20120216-29 dated February 16, 2012 on Enabling Special Pre-open Session. Subject to compliance with requisite formalities, the Equity Shares of the Resulting Company i.e. ITC Hotels Limited. will be listed on BSE Limited. (As Per BSE Notice Dated on 27.12.2024) Demerger of Hotels Business into ITC Hotels Limited (As Per Bse Announcement Dated on 31.12.2024) Allotment of equity shares by ITC Hotels Limited (As per BSE Announcement Dated on 11/01/2025) Apportionment of cost of acquisition of Ordinary Shares of ITC Limited and Equity Shares of ITC Hotels Limited (As Per BSE Announcement dated on 27.01.2025) Apportionment of cost of acquisition of Ordinary Shares of ITC Limited and Equity Shares of ITC Hotels Limited - Revised Name of the Entity % of Total Cost of Acquisition of Ordinary Shares of ITC Limited ITC Limited 86.49 ITC Hotels Limited 13.51 (As Per BSE Announcement dated on 28.01.2025)