ITC Ltd. - Quarterly/Annual Result Disclosures and Notes dated 31 Mar 2025
Auditor and Management Disclosures and Notes for the quarterly results dated 31 Mar 2025
1. ‘Revenue from operations’ includes ‘Gross Revenue from sale of products and services’ and ‘Other operating revenue’.
2. ‘Changes in inventories of finished goods, work-in-progress and stock-in-trade’ should be read as ‘Changes in inventories of finished goods, Stock-in-Trade, work-in-progress and intermediates’.
3. ‘Depreciation, depletion and amortisation expense’ should be read as ‘Depreciation and amortization expense’.
4. In case of 3 months ended 31.03.2025, ‘Profit (loss) from discontinued operations before tax’ should be read as ‘Exceptional items of discontinued operations’ of Rs. 15,179.43 Crores.
5. In case of 12 months ended 31.03.2025, ‘Profit (loss) from discontinued operations before tax’ includes ‘Profit before Exceptional items and Tax from discontinued operations’ of Rs. 572.52 Crores and ‘Exceptional items of discontinued operations’ of Rs. 15,163.06 Crores.
NOTES TO STATEMENT OF AUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND TWELVE MONTHS ENDED 31.12.2025
1. The audited Standalone Financial Results and Segment Results were reviewed by the Audit Committee, and approved by the Board of Directors of the Company at its meeting held on 22nd May, 2025.
2. The continuing significant brand building costs covering a range of personal care and branded packaged food products are reflected under 'Other expenses' stated above and in Segment Results under 'FMCG-Others'.
3. 24,09,390 Ordinary Shares of Re. 1/- each were issued and allotted under the Company’s Employee Stock Option Schemes during the quarter ended 31st March, 2025. Consequently, the issued and paid-up Share Capital of the Company stands increased to Rs. 1251,41,19,781/- as on 31st March, 2025.
4. The Company on 18th December, 2024 acquired 1,52,32,129 Equity Shares of Rs. 2/- each of EIH Limited and 34,60,829 Equity Shares of Rs. 2/- each of HLV Limited, from Russell Credit Limited, a wholly owned subsidiary of the Company, at their respective book value. The fair value gain of Rs. 527.96 Crores upon acquisition has been disclosed as an 'Exceptional Item' for the quarter ended 31st December, 2024 and year ended 31st March, 2025.
5. The Company had, in the previous year, reassessed its provisions relating to uncertain tax positions for earlier years based on a favourable Order of the Hon’ble Supreme Court received during the year ended 31st March, 2024. This had resulted in a credit of Rs. 468.44 Crores in the Current Tax expense for the year ended 31st March, 2024.
6. The Scheme of Arrangement amongst the Company and ITC Hotels Limited (‘ITCHL’) and their respective shareholders and creditors under Sections 230 to 232 read with the other applicable provisions of the Companies Act, 2013 (‘the Scheme’) for demerger of the Hotels Business of the Company into ITCHL became effective from 1st January, 2025, being the Appointed Date and the Effective Date of the Scheme.
With effect from the Appointed Date, the carrying / book value of the net assets of the Demerged Undertaking (as defined in the Scheme) amounting to Rs. 10694.76 Crores was transferred to ITCHL on a going concern basis.
Pursuant to the Scheme, ITCHL allotted 125,11,71,040 Equity Shares of Re. 1/- each on
11th January, 2025 to the shareholders of the Company (as on the Record Date i.e., 6th January, 2025) and therefore it has ceased to be a subsidiary of the Company. The Company’s shareholding in ITCHL stands at 39.88% of its paid-up share capital and consequently, ITCHL has become an Associate of the Company.
As provided in the Scheme, the Company has accounted for the aforesaid demerger in its books of accounts in accordance with the Indian Accounting Standards (Ind AS) and generally accepted accounting principles in India. The fair value of the net assets of the Demerged Undertaking distributed to the shareholders of the Company, amounting to Rs. 22033.37 Crores has been debited to General Reserve.
The carrying / book value of the net assets of the Demerged Undertaking to the extent of the Company’s continued holding in ITCHL amounting to Rs. 4215.32 Crores has been added to the value of investment in ITCHL.
The excess of fair value of the net assets distributed to the shareholders of the Company and addition to the value of investment in ITCHL over the carrying value of net assets of the Demerged Undertaking and consequential adjustments of Rs. 63.44 Crores pursuant to the Scheme, has been recognised as an exceptional gain in the Statement of Profit and Loss amounting to Rs. 15163.06 Crores [net of demerger related expenses of Rs. 454.31 Crores (2024 - Rs. 7.57 Crores)].
In terms of the requirements of Ind AS, the operations of the Hotels Business of the Company (excluding ITC Grand Central, Mumbai) have been classified as ‘Discontinued Operations’ for the year ended 31st March, 2025 and comparative information in the Statement of Profit and Loss has been presented accordingly.
Brief particulars of the Discontinued Operations are given as under (Rs. in Crores):
a - Revenue from Operations - 0 - 863.31 - 931.29 - 2277.73 - 2887.97
b - Total Income - 0 - 865.32 - 942.85 - 2296.94 - 2896.58
c - Total Expenses - 0 – 619.14 – 641.35 - 1724.42 - 2205.36
d - Profit Before Exceptional Items and Tax (b-c) - 0 - 246.18 – 301.50 - 572.52 - 691.22
e - Exceptional Items - 15179.43 - (2.05) - (12.18) - 15163.06 - (7.57)
f - Tax Expenses* - 492.57 - 61.39 - 72.43 - 631.82 -171.91
g - Profit from Discontinued Operations (d+e-f) - 14686.86 - 182.74 - 216.89 - 15103.76 - 511.74
* Tax Expenses for the quarter and year ended 31st March, 2025 includes Rs. 602.79 Crores (2024 - Nil) relating to deferred tax liability recognised on addition to the value of investment in ITCHL.
7. The Company has entered into the following agreements:
(a) On 6th February, 2025, for acquiring 100% of the share capital of Ample Foods Private Limited (‘AFPL’ - along with its wholly owned subsidiary, Chao Chao Foods Private Limited) and Meat and Spice Private Limited. In accordance with the same, the Company acquired 2,62,500 Equity Shares of Rs. 10/- each of AFPL on 4th April, 2025, consequent to which the Company’s shareholding in that company aggregated 43.75% of its share capital on a fully diluted basis.
(b) On 31st March, 2025, for acquiring the pulp and paper business undertaking of Aditya Birla Real Estate Limited, operating under the name of ‘Century Pulp and Paper’ along with the assets, liabilities, contracts, employees etc., as a going concern on a slump sale basis, subject to receipt of necessary approvals.
(c) On 17th April, 2025, for acquiring 100% of the share capital of Sresta Natural Bioproducts Private Limited.
(d) On 17th April, 2025, for acquiring the remaining stake of 73.50% of the share capital (on a fully diluted basis) of Mother Sparsh Baby Care Private Limited, an associate company.
8. The Company on 13th May, 2025 divested its entire shareholding of 7,759 Compulsorily Convertible Preference Shares of Rs. 10/- each and 2,386 Equity Shares of Rs. 10/- each held in Delectable Technologies Private Limited (‘DTPL’), consequent to which DTPL ceased to be an associate company with effect from the said date.
9. The Board of Directors of the Company have recommended to the Members for their approval, Final Dividend of Rs. 7.85 per Ordinary Share of Re. 1/- each for the financial year ended 31st March, 2025 (previous year: Final Dividend of Rs. 7.50 per Ordinary Share). Together with the Interim Dividend of Rs. 6.50 per Ordinary Share (previous year: Rs. 6.25 per Ordinary Share) paid on 7th March, 2025, the total Dividend for the financial year ended 31st March, 2025 amounts to Rs. 14.35 per Ordinary Share (previous year: Rs.13.75 per Ordinary Share). Total cash outflow on account of Dividend (including Interim Dividend of Rs. 8,133.11 crores paid in March, 2025) will be Rs. 17956.69 crores (previous year: Rs. 17162.99 Crores).
The Record Date fixed for the purpose of determining entitlement of the Members for the Final Dividend is Wednesday, 28th May, 2025 and such Dividend, if declared, will be paid between Monday, 28th July, 2025 and Thursday, 31st July, 2025, to those Members entitled thereto.
10. The 114th Annual General Meeting of the Company has been convened for Friday, 25th July, 2025.
11. This statement is as per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.