#1Vixe ENGAGE Yippee! ASHRVAAD U HEXA STARTERS AASHIRVAAD YiPre Vivel Sunfeast CLASSMATE MADGALDEEP B classmate Enduring Value NATION FIRST: SAB SAATH BADHEIN Proposed Demerger of Hotels Business Investor Presentation A TC Enduring Value 24th July, 2023 | 1 |#2Forward-Looking Statements A TC Enduring Value This presentation contains certain forward-looking statements including those describing the Company's strategies, strategic direction, objectives, future prospects, estimates etc. Investors are cautioned that "forward looking statements" are based on certain assumptions of future events over which the Company exercises no control. Therefore there can be no guarantee as to their accuracy and readers are advised not to place any undue reliance on these forward looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. These statements involve a number of risks, uncertainties and other factors that could cause actual results or positions to differ materially from those that may be projected or implied by these forward looking statements. Such risks and uncertainties include, but are not limited to: growth, competition, acquisitions, domestic and international economic conditions affecting demand, supply and price conditions in the various businesses in the Company's portfolio, changes in Government regulations, tax regimes and other statutes, and the ability to attract and retain high quality human resource. | 2 |#3ITC A AASHRA AASHRVAAD A AASHRVAAD AASHRAAD Proactive Leading FMCG Marketer AASHROMAD AND CHELL FORCER FASHRAAD Sescrow 30 Sunfeast Formlite Dark Fantasy NUTS Digestive Choco Nut Fis Sether Savion myle nim Savion HEXA DERMAFIQUE Vivel DERMAFUE ESDAG ENGAGE ENGAGE SALT ITC MASTER CHEF KOMA MASALA MASTER AASHRAAD CHEF Kebab Dark Fantasy Choco Chip AASHLAD De CHARMIS CIASSMAC tas 25 Fiam VITAMIN C 0 Foremost Agri Player A B Natural B AASHRAAD Natural RED VEGGIE SOUP + Orange FABELLE Pred AELNUT HOUSSE MaGic Sabes YaPPee! 20 AASHRVAAD Flora tamycle Sepake SHIP Homelite AIM Contributing to all sectors of the economy Agriculture, Manufacturing & Services Enduring Value Pre-eminent Hotel chain | Trailblazer in Responsible Luxury Clear Market leader in Paperboards, Paper & Packaging BOBST | 3 |#4દ્વા ITC KOHENUR Hotels Business Overview#5ITC Hotels Investment-led Growth phase: 2003 to 2017 . Prior to 2004, ownership of Hotels Business was split between ITC Ltd. and ITC Hotels Ltd. & its subsidiaries ITC Hotels Ltd. (separate listed entity) & Ansal Hotels Ltd. merged with ITC Ltd. wef. 1st April, 2004 Consolidation of the Hotels Business under ITC Ltd. Scaling up the Business in line with attractive growth prospects of Indian Travel & Tourism industry Obtaining fiscal efficiencies & rationalization of operating costs ITC Maratha (2001) 2000's ITC Sonar (2003) ITC Grand Central (2005) ITC Gardenia (2009) 2010's ITC Grand Chola (2012) WH Bengaluru (2014) ITC Grand Bharat (2014) WH Coimbatore (2017) ITC Kohenur (2018) 2020's ITC Grand Goa (2018) ITC Royal Bengal (2019) WH Amritsar (2019) TC Enduring Value WH Bhubaneswar (2021) WH Guntur (2021) ITC Narmada (2022) ITC Ratnadipa (WIP) 151#6ITC Hotels ASSET RIGHT М MEMENTOS BY ITC HOTELS W WELCOMHOTEL BY ITC HOTELS STORM BY ITC HOTELS FORTUNE Member ITC's hotel group Bouquet of brands catering to relevant need spaces 18 Hotels opened in last 16 Months Strong pipeline 四 CONTINUED Strategy Refresh c.2018 Pivot to Asset Right A DIGITAL FIRST INVESTMENT TO ENHANCE BRAND EQUITY LUXURY A RESPONSIBLE INITIATIVE CLUBDITC STOPP S TICS HOTEL GROUP Key Differentiators • • . Responsible Luxury Signature cuisines Indigenous Experiences World Class Loyalty Programs - Marriott Bonvoy & Club ITC Smart Revenue Management Customer Intimacy Productivity and efficiency CAPITAL PRODUCTIVITY Enduring Value EMPLOYER OF CHOICE Sweating existing assets . Augment new revenue streams . Extreme Cost and Margin focus D & I amongst best in industry Robust L&D programmes Strong Talent Pool - Leverage ITC HMI, WGSHA (Manipal) | 6 |#7Rapid Scale up of Hotels Business post Merger in 2004 Room Inventory Owned keys ■Managed keys Rapid scale up Richer Mix 4472 2322 2150 FY03 2.6x 11600+ 6223 5377 Current EBITDA (in Rs cr.) CAGR: 15% 385 313 852 Revenue (in Rs cr.) CAGR: 11% 978 1747 2689 349 FY03 FY10 FY19 FY23 EBIT (in Rs cr.) CAGR: 17% 231 186 557 22 53 FY03 FY10 FY19 FY23 FY03 FY10 FY19 FY23 Consolidated Segment financials A TC Enduring Value |7|#8ITC Hotels Group India's Pre-eminent Hospitality Chain 70+ Destinations | 120+ Hotels | 11600+ Rooms Luxury М MEMENTOS ITC HOTELS Upper Upscale W WELCOMHOTEL RESPONSIBLE LUXURY BY ITC HOTELS BY ITC HOTELS Boutique Mid to Upscale STORM FORTUNE BY ITC HOTELS Member ITC's hotel group ITC NARMADA Enduring Value Heritage WH WelcomHeritage Palaces Forts Havelis Resorts ITC Grand Chola ITC Narmada Hotels that define the destinations | 8 |#9Iconic Hotels ITC GRAND CHOLA, CHENNAI ITC NARMADA ITC ROYAL BENGAL, KOLKATA ITC MARATHA, MUMBAI 1461 TC MAURYA A TC Enduring Value ITC KOHENUR, HYDERABAD ITC MAURYA, DELHI ITC GRAND GOA ITC NARMADA, AHMEDABAD ITC GRAND BHARAT, GURUGRAM 191#10Incredible Cuisines avartana BUKHARA Dakshin Southern Culinary Mosaics PESHAWRI Royal Vega Luxury Vegetarian Cuisine of India Globe's finest Indian & India's finest Global Cuisine A Enduring Value Dum Pukht Kebabs & Kurries The Royal Afghan Robust flavours of the North-West Frontier The Grand Cuisine of India THE PAVILION Ottimo Cucina Italiana 易经 YI JING | 10 |#11ITC HOTELS RESPONSIBLE LUXURY BUILD LDING LERO PLATINUM USGBC 22 LEED Platinum certified hotels; Largest chain in the world to achieve this feat LEED Zero Carbon 'Responsible Luxury' Integrating world-class Luxury with Sustainability 'Transition 2030' Keeping Ahead of the sustainability Curve Net Zero Carbon Goal LEED Zero Carbon status for all owned hotels to exceed 2050 GHG sectoral emissions targets set as per COP 21 NET ZERO World's first 12 Hotels to receive LEED Zero Carbon Certification World's first 2 LEED Zero Waste Reduction - Solid waste reuse / recycling beyond 99% LEED Zero Water Certified Hotels Water A TC Enduring Value PARIS2015 UN CLIMATE CHANGE CONFERENCE COP21-CMP11 Surpassed 2030 GHG sectoral emission targets set as per COP 21 Water Efficiency - LEED Zero Water Status for more than 50% of owned hotels - 40% reduction in fresh water consumption (Baseline 2018) LEED: Leadership in Energy & Environmental Design | 11 |#12Best-in-class Digital Architecture ALL YOU NEED IS THE ITC HOTELS APP Best in Class Mobile App / Brand.com ⚫Industry Leading Features Native | Progressive Web App Frictionless Guest Experience • In-Room Automation* Seamlessly Integrated Online - Offline Journey :: Marketing CRM Support Sales Feedback Superior Loyalty Platform • Instant Gratification •Pan ITC Redemption Options NextGen CRM • Integrated Sales | Marketing | Service • Persona Based | Targeted Marketing C- Sharper Targeting Using Data Lake • Group-wide Data Lake • Cutting edge Tools & capabilities TC Enduring Value Progressive Cloud Application Stack • Quick On-Boarding New Hotels | Reduced IT Infra Capex • Standardization for Consistent Guest Experience Advanced Distribution Platform CRS Seamlessly Distributing Across All Global Channels CENTRAL RESERVATION SYSTEM • Own GDS Code World-Class Marketing Command Centre • Cutting Edge Social Media Tools & Analytics Platform • Sixth Sense - Enabling Targeted Customer Engagement *Available in select hotels | 12 |#13Synergistic Growth Leveraging institutional strengths for Competitive Advantage Corporate Brand reputation Robust Governance, Systems & Processes High quality Talent Pool Source of sustainable competitive advantage for ITC FMCG Businesses Cuisine Knowledge: Packaged Foods & Food Tech A TC Enduring Value A TC Enduring Value NATION FIRST: SAB SAATH BADHEIN Globally acclaimed Sustainability credentials MSCI CDP ESG RATINGS AA LEED Zero DISCLOSURE INSIGHT ACTION CCC B BB BBB A AA AAA New Opportunities blending R&D + FMCG capabilities sleep SENSE MARKETING COMMAND CENTER SUNBEAN Digital capabilities Sabre Synxis- OTA, GCC, Harsha, GDS EzRMS CRM. Loyalty Quest vality Customer Guest Correct Web/ Mobility Retention Revinate Guest Acquisition Sourcing quality products CRUNCHY CHICKEN NUGGETS A Opera PMS Experience Guest Servicing POS Welcomem, IoT, SPA Foods, Agri, Personal Care Pan ITC Loyalty FABELLE ITC MASTER TC HOTELS CHEFS inDia A DAL BUKHARA AASHIRVAAD SELECT High Quality Consumer Engagement + Brand Visibility FAR FABELLE Tasty Millets farmlite Super Millets Dark Fantasy Desserts CHOCO NUT DIPPED FABELLE CONCOLATE BINGO! Hashtags Sunfeast CERMAFIQUE Dark Fantasy Suntent Mango DERMAFIQUE | 13 |#14Winner of several Marquee Awards over the Years 2022 Best Luxury Hotel Chain ITC Hotels 2022 Best New Hotel (Domestic) category ITC Narmada 2022 Best Hotel for Weddings (Domestic) - Editor's Choice Award ITC Grand Goa 2023 Best South Indian Fine Dining Restaurant Dakshin ITC Kakatiya Travel + Leisure India's Best Awards 2023 Best Takeaway Gourmet Couch Times Food & Nightlife Awards 2023 Best hotels and resorts in the world ITC Grand Chola 2022 Best Upscale Business & Leisure Hotel Brand Fortune 2022 Favourite Restaurant in an Indian Hotel 2022 Program of the Year, Best Elite Program, Best Promotion, Best Redemption Ability in MEA Region Club ITC 2023 Avartana, ITC Grand Chola and Bukhara, ITC Maurya Condé Nast Traveler The Gold List Other notable awards Today's Traveller Bukhara, ITC Maurya Condé Nast Traveller Reader's Choice Award Freddie Awards Asia's Top 100 Restaurants A TC Enduring Value Travel + Leisure India's Best Awards Best Bleisure Hotel - ITC Royal Bengal, 2021 Travel + Leisure India's Best Awards Best Luxury Resort (Domestic) - ITC Grand Bharat, 2020 Travel + Leisure India's Best Awards Best 5 Star Food delivery - Gourmet Couch, 2020 AsiaSpa Awards - Best Destination Spa (India) Kaya Kalp, ITC Grand Bharat, 2019 Condé Nast Traveller Reader's Choice Award - Favorite Restaurant in a Hotel Dum Pukht, ITC Maurya, 2020 VETA Best Business Hotel Chain of the Year - Fortune, 2020 Times Food & Nightlife Awards - Best Confectionery Destination in Premium Dining Category & Chocolatier - Fabelle, 2020 Today's Traveller - Best Upscale Hotel Chain Fortune, 2019 | 14 |#15Hospitality Industry poised for Strong Growth A Enduring Value | 15 |#16Hospitality Industry poised for strong growth Strong industry recovery ARR (Rs.) RevPAR (Rs.) Occupancy (%) 12000 80% 70% 10000 60% 8000 50% 6000 40% 30% 4000 20% 2000 10% 0% CY18 CY19 CY20 CY21 CY22 CY23E CY24E CY25E Govt's Thrust on Infrastructure & Tourism National Infra Pipeline 50 additional airports Swadesh Darshan Scheme Upgrade Urban Infrastructure National Tourism Policy, 2022 India all-year all-round destination 50 integrated tourism destinations Smart City Mission Hotels Sector on 'Mission Mode' Gati Shakti G20 World class convention facilities Growing societal aspirations Infrastructure & Tourism Thrust Ease of Doing Business Sports A TC Enduring Value Low Room Supply Penetration Room Supply Population Region (mn) (mn) Penetration (Rooms/'000) India 0.15 1418 0.11 USA 5.40 338 15.96 China 4.00 1426 2.81 World 17.00 7836 2.17 Source: US Census Bureau, STR Next 5 yr. Supply CAGR 5% Vs. Demand CAGR >7% Source: HVS Anarock Favourable Macros Growing per Capita Income Median Age amongst the lowest in the world ■FY20 FY50E 55 2010 2021 2031 48 45 47 48 43 $1,360 $2,278 38 $5,242 37 38 38 40 42 43 34 28 30 Growing Urbanization 2010 31% 2021 Source: Analyst reports 35% 2031 40% India Indonesia Brazil Source: WorldoMeter USA China Russia Europe Japan Digital Explosion % of Total Population India 2020 2025E China 2020 Access to Internet 48-50% 68-71% 68-71% Online 20-22% 54-57% 54-57% GServices Users Online Shoppers 11-13% 46-50% 46-50% Smartphone 34-38% 52-59% 64-68% Users Source: Redseer | 16 |#17BE ITC Hotels Poised for Next Horizon of Growth#18Proposed Demerger of Hotels Business 1 Strategic Rationale 2 Transaction Summary 3 Proposed Demerger A TC Enduring Value | 18 |#19Strategic Rationale 1 Hotels Business has matured over the years; well poised to chart its own growth path as a separate entity Asset Right strategy to accelerate growth whilst continuing to leverage ITC's institutional strengths & brand equity 2 3 - Creation of a separate Pure Play Hotels entity to enable crafting the next horizon of growth & sustained value creation for shareholders Sharper business focus anchored on a differentiated strategy aligned with industry specific market dynamics A TC Enduring Value New entity would operate with an optimal capital structure, with the ability to access equity/ debt markets for funding growth requirements Ability to attract the right set of investors / strategic partners/collaborations Investment strategies & risk profiles aligned more sharply with Hospitality industry 4 Unlock Value for ITC shareholders - Direct stake to existing ITC shareholders in a pure play Hotels entity Independent market driven valuation of focused new entity Continued access to cross synergies Reinforce ITC's sharper capital allocation strategy (i.e. 'asset-right' + higher dividend distribution) | 19 |#20Transaction Summary TC Enduring Value Proposed Transaction Board accorded in-principle approval to demerge the Hotels Business of ITC into a new entity (Hotels Co.) which would be listed pursuant to scheme of demerger ITC shareholders to hold about 60% direct stake in the Hotels Co. (proportionate to their stake in ITC); remaining about 40% stake to continue with ITC ■ No change in economic interest held by ITC shareholders in Hotels Business ■ Transaction Highlights ITC shareholders to get direct stake in a Pure Play listed Hotel entity ■ Ensures continued interest of ITC in the Hotels Business in line with its corporate strategy of multiple drivers of growth ■ Creates a strong foundation for accelerating growth and sustained value creation by providing long- term stability & strategic support to Hotels Co. ■ Enables continued access to cross synergies between ITC & Hotels Co. ☐ Transaction Perimeter¹ Assets, liabilities, contracts and employees forming part of the Hotel business are intended to be transferred to Hotels Co. ■ Hotels Co. to be given a license to use the 'ITC' name as part of its corporate name & some of its properties' names, subject to customary conditions ■ Suitable commercial arrangements for common assets & shared services ☐ Key Approvals Required Proposed transaction is subject to final consideration & approval of the Board of Directors & its Committees, after considering inputs from advisors ■ If approved by Board, scheme of demerger will be subject to necessary approval from shareholders, creditors, stock exchanges, SEBI, NCLT and other regulatory authorities, as required 1 Subject to requisite approvals | 20 |#21Proposed Demerger Proposed Demerger Shareholders 100% FMCG, Cigarettes, Paperboards & Packaging, Agri, IT Equity Shares Resultant Structure Shareholders 100% appx. 60% 100% ITC Resulting Company appx. 40% ITC Resulting Company Hotel Business Demerger FMCG, Cigarettes, Paperboards & Packaging, Agri, IT Hotel Business A TC Enduring Value Transaction Overview Demerger of ITC's Hotel Business into a new entity (Hotels Co.) through a scheme of arrangement approved by National Company Law Tribunal Hotels Co. to issue equity shares directly to the shareholders of ITC in a manner that about 40% stake is retained by ITC and about 60% stake is held directly by ITC shareholders proportionate to their shareholding in ITC - Overall, existing ITC shareholders will hold 100% of Hotels Co.; about 60% directly and balance of about 40% through their shareholding in ITC | 21 |#22ITC HOTELS RESPONSIBLE LUXURY 贝 THANK YOU