Board of Tata Consumer Products approves composite scheme of arrangement

At meeting held on 29 March 2022

The Board of Tata Consumer Products at its meeting held on 29 March 2022 has approved the composite scheme of arrangement among the Company, Tata Coffee (TCL) and TCPL Beverages & Foods (TBFL) (TCPL, TBFL and TCL are collectively referred to as the Companies) and their respective shareholders and creditors.

TCL is a subsidiary of the Company and its shares are listed on BSE and the National Stock Exchange of India. TBFL is a wholly owned subsidiary of the Company

The Scheme inter alia provides for the following:

(a) as a first step, the demerger of the Demerged Undertaking (as defined in the Scheme) (comprising of the Plantation Business (as defined in the Scheme)) of TCL into TBFL and in consideration, the consequent issuance of equity shares by TCPL (as the holding company of TBFL) to all the shareholders of TCL (other than TCPL) in accordance with the Share Entitlement Ratio (as defined in the Scheme), pursuant to the provisions of Section 2(19AA) read with Section 2(41A) and other relevant provisions of the IT Act (Demerger);

(b) as a second step, followed immediately by the amalgamation of TCL (comprising the Remaining Business of TCL (as defined in the Scheme) with TCPL and in consideration, the consequent issuance of equity shares by TCPL to all the shareholders of TCL (other than TCPL) in accordance with the Share Exchange Ratio (as defined in the Scheme), pursuant to the provisions of Section 2(1B) and other relevant provisions of the IT Act (as defined hereinafter) (Amalgamation); and

(c) various other matters consequential or otherwise integrally connected therewith.

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