FDC Limited (CIN: L24239MH1940PLC003176)

Registered Office: B-8, M.I.D.C. Industrial Estate, Waluj-431136, Dist. Aurangabad, Maharashtra
Tel: +91 240 255 4407; Fax: +91 240 255 4299
Correspondence Address: C-3 SKYVISTAS, Near Versova Police Station 106A, J. P. Road, Andheri (West), Mumbai - 400 053
Tel: +91 22 2673 9215, Website: www.fdcindia.com, Email: varsharani.katre@fdcindia.com, Compliance Officer: Ms. Varsharani Katre, Company Secretary

POST BUYBACK PUBLIC ANNOUNCEMENT FOR THE ATTENTION OF THE EQUITY SHAREHOLDERS /
BENEFICIAL OWNERS OF THE EQUITY SHARES OF FDC LIMITED
This Post Buyback Public Announcement (the “Post Buyback Public Announcement”) is being made pursuant to the provisions of Regulation 24(vi) of the
Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 as amended thereto (the “SEBI Buyback Regulations”). This Post Buyback
Public Announcement should be read in conjunction with:
a) the Public Announcement in connection with the Buyback published on February 11, 2022 in the following Newspapers: i) Business Standard (English - all
editions); ii) Business Standard (Hindi - all editions); and iii) Loksatta (Marathi - Aurangabad Edition) (“Public Announcement”);
b) the Draft Letter of Offer dated February 18, 2022 in connection with the Buyback (“Draft Letter of Offer”);
c) the Letter of Offer dated April 01, 2022 in connection with the Buyback (“Letter of Offer”);
d) the Offer Opening Advertisement in connection with the Buyback of Equity Shares published on April 08, 2022 in the following newspapers:
i) Business Standard (English - all editions); ii) Business Standard (Hindi - all editions); and iii) Loksatta (Marathi - Aurangabad Edition)
(“Offer Opening Advertisement”); and
e) the Public Notice in connection with the Buyback of Equity Shares published on April 19, 2022 in the following newspapers: i) Business Standard
(English - all editions); ii) Business Standard (Hindi - all editions); and iii) Loksatta (Marathi - Aurangabad Edition) (“Public Notice”).
All the terms used but not defined in herein shall have the same meanings as assigned in the Public Announcement and the Letter of Offer.
1. THE BUYBACK
1.1 FDC Limited (the “Company”) had announced the Buyback of upto 29,00,000 (Twenty Nine Lakhs) fully paid-up equity shares, of face value of Re. 1/-
(Rupee One) each (“Equity Shares”), representing 1.72% of the issued, subscribed and paid-up equity share capital of the Company as on March 31, 2021
(the “Buyback”) on a proportionate basis, from the Eligible Shareholders holding Equity Shares as on February 19, 2022 (the “Record Date”), by way of
a Tender Offer through the stock exchange mechanism (“Tender Offer”), for cash at a price of Rs. 475 (Rupees Four Hundred and Seventy Five only) (the
“Buyback Price”) per Equity Share for an aggregate amount not exceeding Rs. 13,775 Lakhs (Rupees One Hundred Thirty Seven Crore Seventy Five Lakh
only) (the “Buyback Size”) excluding expenses incurred or to be incurred for the Buyback like filing fees payable to the SEBI, merchant banker fees, stock
exchange fee for usage of their platform for Buyback, transaction costs viz. brokerage, applicable taxes inter- alia including tax on distributed income to
shareholders, Securities Transaction Tax, Goods and Services Tax, Stamp duty, etc., public announcement publication expenses, printing and dispatch
expenses and other incidental and related expenses (“Transaction Cost”), and said Buyback size represents 8.02% and 7.97% of the Paid-up share Capital
and Free Reserves of the Company as per the audited standalone and consolidated financial statements respectively for the year ended March 31, 2021.
1.2 The Company has adopted Tender Offer route for the purpose of Buyback. The Buyback was implemented using the “Mechanism for acquisition of
shares through Stock Exchange” notified by SEBI vide circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 read with SEBI Circular CFD/DCR2/
CIR/P/2016/131 dated December 09, 2016 and SEBI/HO/CFD/DCR-III/CIR/P/2021/615 dated August 13, 2021, as amended from time to time.
(“SEBI Circulars”).
1.3 The Tendering Period for the Buyback Offer opened on Tuesday, April 12, 2022 and closed on Wednesday, April 27, 2022.
2. DETAILS OF BUYBACK:
2.1 29,00,000 (Twenty Nine Lakh) Equity Shares were bought back under the Buyback, at a price of Rs. 475 (Rupees Four Hundred Seventy Five only) per
Equity Share.
2.2 The total amount utilized in the Buyback is Rs. 13,775 Lakhs (Rupees One Hundred Thirty Seven Crore Seventy Five Lakhs only) excluding expenses
incurred or to be incurred for the Buyback like filing fees payable to the SEBI, merchant banker fees, stock exchange fee for usage of their platform for
Buyback, transaction costs viz. brokerage, applicable taxes inter- alia including tax on distributed income to shareholders, Securities Transaction Tax,
Goods and Services Tax, Stamp duty, etc., public announcement publication expenses, printing and dispatch expenses and other incidental and related
expenses.
2.3 The Registrar to the Buyback i.e. Link Intime (India) Private Limited (the “Registrar”), considered a total of 42,300 valid bids for 2,03,80,595 Equity Shares
in response to the Buyback, which is approximately 7.03 times the maximum number of Equity Shares proposed to be bought back. The details of valid
bids considered by the Registrar to the Buyback Offer are as follows:
Sr. No. Category of Shareholders No. of Equity Shares No. of Valid Total Valid Equity % Response
reserved in Buyback Bids Shares Tendered
1. Reserved category for Small Shareholders 4,35,000 39,393 31,48,018 723.68%
2. General category for all other Eligible Shareholders 24,65,000 2,907 172,32,577 699.09%
Total 29,00,000 42,300 203,80,595 702.78%
Note: Small Shareholders have tendered 31,85,902 Equity Shares. However, against the total entitlement of 4,35,000 Equity shares, the Buy-back
Entitlement of the valid bids in the Buy-back was only for 31,48,018 Equity Shares. In view of the aforesaid response, 178,186 additional Equity Shares
(being, Equity Shares tendered over and above the Buy-back Entitlement), have been accepted in proportion of the additional Equity Shares tendered.
Further, shareholders under General Category have tendered 1,72,44,289 Equity Shares, However, against the total entitlement of 24,65,000 Equity
Shares, the Buy-back Entitlement of the valid bids in the offer was only for 1,72,32,577 Equity Shares. In view of the aforesaid response, 252,136 additional
Equity Shares (being, Equity Shares tendered over and above the Buy-back Entitlement), have been accepted in proportion of the additional Equity Shares
tendered.
2.4 All valid applications have been considered for the purpose of Acceptance in accordance with the SEBI Buyback Regulations and Paragraph 19 of the Letter
of Offer.
2.5 The communication of acceptance / rejection has been dispatched by the Registrar to the respective Shareholders, by May 09, 2022.
2.6 The settlement of all valid bids was completed by NSE Clearing Limited (NCL) on May 09, 2022. NCL have made direct funds payout to Eligible Shareholders
whose Equity Shares have been accepted under the Buyback. If any Eligible Shareholders’ bank account details were not available or if the funds transfer
instruction was rejected by Reserve Bank of India or relevant bank, due to any reason, then such funds were transferred to the concerned Seller Members
for onward transfer to such Eligible Shareholder holding Equity Shares in dematerialized form.
2.7 The dematerialized Equity Shares accepted under the Buyback have been transferred to the Company’s separate demat account on May 09, 2022. The
unaccepted dematerialized Equity Shares have been returned to respective Seller Brokers / custodians or lien removed by the NCL on May 09, 2022.
2.8 The extinguishment of 29,00,000 (Twenty Nine Lakhs) Equity Shares accepted under the Buyback, is currently under process and shall be completed by
May 16, 2022. In accordance with the SEBI Buyback Regulations, the Company, and its respective directors, accepts full responsibilities for the information
contained in this Post Buyback Public Announcement and confirm that such document contains true, factual and material information and does not
contain any misleading information.
3. CAPITAL STRUCUTRE AND SHAREHOLDING PATTERN:
3.1 The capital structure of the Company, pre and post Buyback is as under:
Particulars Pre-Buyback Post Buyback*
No. of Shares Amount No. of Shares Amount
(Rs. in Crore) (Rs. in Crore)
Authorised Share Capital
Equity Shares of Re. 1/- each 29,42,00,000 29.42 29,42,00,000 29.42
8% Non - Cumulative Redeemable Preference shares of Rs. 100/- each 3,000 0.03 3,000 0.03
Issued, subscribed and Paid-up Capital
Equity Shares of Re. 1/- each 16,88,10,084 16.88 16,59,10,084 16.59
*Subject to extinguishment of 29,00,000 Equity Shares
3.2 The details of the shareholders from whom Equity Shares exceeding 1% of the total Equity Shares have been accepted under the Buyback are as under:
Sr. Name of shareholder Number of shares accepted Equity Shares accepted as a Equity Shares accepted as a
No. under the Buyback %age of total Equity Shares %age of total post buyback
bought back Equity Shares
1 Meera Ramdas Chandavarkar 4,96,855 17.13% 0.30%
2 Nandan Mohan Chandavarkar 2,81,221 9.70% 0.17%
3 Nandan Mohan Chandavarkar 2,76,347 9.53% 0.17%
4 Leo Advisors Pvt Ltd 2,34,412 8.08% 0.14%
5 Virgo Advisors Pvt Ltd 1,56,276 5.39% 0.09%
6 Ameya Ashok Chandavarkar 1,55,760 5.37% 0.09%
7 Nippon Life India Trustee Ltd-A/C Nippon India 1,39,116 4.80% 0.08%
Small Cap Fund
8 Nomita R Chandavarkar 82,568 2.85% 0.05%
9 Fidelity Puritan Trust-Fidelity Low-Priced Stock 79,442 2.74% 0.05%
Fund
10 Nandan Mohan Chandavarkar 79,122 2.73% 0.05%
11 ICICI Prudential (Under Various Schemes) 69,135 2.38% 0.04%
12 Enam Securities Private Limited 52,300 1.80% 0.03%
3.3 The shareholding pattern of the Company Pre and Post Buyback is as under:
Category of Shareholders Pre Buyback Shareholding Pattern Post Buyback Shareholding Pattern *
(as on December 31, 2021)
No. of Shares % Holding No. of Shares % Holding
Promoters Shareholding
Indian 11,70,79,444 69.36 11,52,99,422 69.50
Foreign - - - -
Sub Total (A) 11,70,79,444 69.36 11,52,99,422 69.50
Public Shareholding
Institutions
Mutual Funds / UTI 88,63,829 5.25
Financial Institutions / Banks 1,00,000 0.06
Insurance Companies 1,00,925 0.06
Alternative Investment Funds 1,42,088 0.08
FII / FPI 75,49,790 4.47
5,06,10,662 30.50
Others - -
Non Institutions
NBFCs registered with RBI 2,29,553 0.14
Individuals 2,80,36,871 16.61
Others 67,07,584 3.97
Sub Total (B) 5,17,30,640 30.64 5,06,10,662 30.50
Grand Total (A)+(B) 16,88,10,084 100.00 16,59,10,084 100.00
* Extinguishment of 29,00,000 Equity Shares will be made in accordance with SEBI Buyback Regulations.
4. MANAGER TO THE BUYBACK
The Company has appointed Sundae Capital Advisors Private Limited as the Manager to the Buyback and their contact details are given below:
Sundae Capital Advisors Private Limited
Level 9, Platina, Plot No C - 59, ‘G’ Block
Bandra Kurla Complex, Bandra (East) Mumbai - 400 051
Tel. No. +91 22 6700 0639
Email: fdc.buyback@sundaecapital.com
Investor Grievance e-mail id: grievances.mb@sundaecapital.com
Website: www.sundaecapital.com
SEBI Regn. No.: INM000012494
Validity Period: Permanent
Contact Person: Rajiv Sharma / Ridima Gulati
5. DIRECTORS’ RESPONSIBILITY
As per Regulation 24(i)(a) of the SEBI Buyback Regulations, the Board of Directors of the Company accept full responsibility for the information contained
in this Post Buyback Public Announcement and confirm that such document contains true, factual and material information and does not contain any
misleading information.
For and on behalf of the Board of Directors of
FDC Limited
Sd/- Sd/- Sd/-
Mohan Anand Chandavarkar Ashok Anand Chandavarkar Varsharani Katre
Managing Director Wholetime Director Company Secretary & Compliance Officer
(DIN: 00043344) (DIN:00042719)
Place: Mumbai
Date: May 09, 2022