FDC Limited

Buyback Details

The Board of Directors of FDC Limited, at its meeting held on October 27, 2026, approved the buyback of up to 24,00,000 (Twenty Four Lakh) fully paid-up equity shares of face value ₹1 each, representing 1.47% of the total paid-up equity share capital.

Key Parameters:

  • Buyback Price: ₹500 per share
  • Maximum Buyback Consideration: ₹120.00 Crores (Rupees One Hundred Twenty Crores Only)
  • Percentage of paid-up capital and free reserves: 4.84% (standalone) and 4.87% (consolidated) as per audited financial statements for FY ended March 31, 2026
  • Mode: Tender offer route as prescribed under SEBI Buyback Regulations
  • Record Date: Friday, November 13, 2026

Funding Sources

The buyback will be funded from the company's current surplus, cash balances, internal accruals, operating cash inflows, free reserves, securities premium account, or other permitted sources.

Reservation for Small Shareholders

15% of the number of equity shares proposed to be bought back (or number entitled as per small shareholders' shareholding, whichever is higher) shall be reserved for small shareholders as per Regulation 6 of SEBI Buyback Regulations.

Price and Size Adjustment

The Board may, one working day prior to the Record Date, increase the Buyback Price and decrease the number of Equity Shares proposed to be bought back, provided there is no change in the total Buyback Size, in terms of Regulation 5(via) of SEBI Buyback Regulations.

Regulatory Compliance and Conditions

  • The buyback will maintain minimum public shareholding requirements as per Regulation 38 of SEBI LODR Regulations
  • Implementation through stock exchange mechanism as per SEBI circulars dated April 13, 2015, December 09, 2016, August 13, 2021, and March 08, 2023
  • Non-resident shareholder participation subject to RBI approvals under FEMA regulations
  • Promoter and promoter group shares will remain frozen at ISIN level from resolution date until buyback closure

Key Appointments

  • Designated Stock Exchange: National Stock Exchange of India Limited (NSE)
  • Merchant Banker: Sundae Capital Advisors Private Limited
  • Stock Broker: Eureka Stock & Share Broking Services Limited
  • Registrar: M/s MUFG Intime India Private Limited
  • Escrow Bank: Axis Bank Limited for "FDC Limited - Buyback Escrow Account" and "FDC Limited - Buyback Special Account"
  • Compliance Officer: Ms. Varsharani Katre, Company Secretary & Legal Head

Authorizations

Multiple officers including Mr. Mohan A Chandavarkar (Chairman & MD), Mr. Nandan M Chandavarkar (Joint MD), Mr. Ashok A Chandavarkar (Executive Director), Mr. Ameya A Chandavarkar (CEO - International Business & Executive Director), Mr. Vishal D Shah (CFO), and Ms. Varsharani Katre (Company Secretary & Legal Head) are authorized to implement the buyback, including:

  • Finalizing terms and timeframe
  • Appointing intermediaries and finalizing remuneration
  • Preparing and filing required documents with SEBI, stock exchanges, and other authorities
  • Entering into escrow arrangements
  • Managing share extinguishment process

Solvency Declaration

The Board confirmed solvency stating:

  • No grounds for inability to pay debts immediately post-approval
  • Company will meet liabilities as they fall due in the following year
  • Considered all liabilities including prospective and contingent liabilities

Additional Undertakings

  • All equity shares for buyback are fully paid-up
  • No issuance of new shares until buyback closure
  • No buyback of locked-in or non-transferable shares
  • No capital raising for one year from buyback closure except for subsisting obligations
  • No defaults in repayment of deposits, debentures, preference shares, or term loans
  • Compliance with Sections 92, 123, and 129 of Companies Act, 2013
  • No pending amalgamation or compromise schemes
  • Debt-to-equity ratio will not exceed 2:1 post-buyback

Financial Impact

The maximum financial impact is quantified at ₹120.00 crores for share repurchase, excluding expenses related to filing fees, merchant banker fees, stock exchange platform usage, transaction costs, taxes, publication expenses, and other incidental costs.