FDC Ltd. — AGM Information 2022

Aug 29, 2022

MANUFACTURERS & EXPORTERS OF FOODS, DRUGS & CHEMICALS

Date: August 29, 2022

To,

BSE Limited National Stock Exchange of India Ltd. Phiroze Jeejeebhoy Towers, Exchange Plaza, Plot no. C/1, G Block, Dalal Street, Bandra — Kurla Complex, Bandra (E), Mumbai — 400 001 Mumbai — 400 051

Ref.: BSE Scrip Code: 531599 NSE Symbol - FDC

Sub.: Notice of the 82™ Annual General Meeting for the Financial Year 2021-2022

Dear Sir / Madam,

This is to inform you that the 82™ Annual General Meeting ("AGM") of the Company will be held on Thursday, September 22, 2022 at 10:00 a.m. through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM"). CORPORATE OFFICE : 142-48, S. V. Road, Jogeshwari (W), Mumbai - 400 102. INDIA

We are enclosing herewith the Notice of the 82"° AGM for the Financial Year ended on March 31, 2022.

The same is being dispatched to the shareholders of the Company by the permitted mode(s),

The Notice is also available on the Company's website at www.fdcindia.com.

Kindly take the above on record.

Thanking you,

Yours truly, For FDC LIMITED ge

Varshafani Katre Company Secretary & Compliance Officer

CIN NO: L24239MH1940PLC003176

Registered Office: B-8, MIDC Industrial Estate, Waluj – 431136, District Aurangabad, Maharashtra R&D, Training Centre and Corporate Office: 142-48, Swami Vivekananda Road, Jogeshwari (West), Mumbai 400102 Website: www.fdcindia.com; E-mail Id: investors@fdcindia.com; Tel: 0240-2554407

Notice

NOTICE is hereby given that the Eighty Second (82nd) Annual General Meeting of FDC Limited will be held on Thursday, September 22, 2022, at 10.00 a.m. IST through Video Conferencing ("VC")/Other Audio Visual Means ("OAVM"), to transact the following businesses:

ORDINARY BUSINESS:

• 1. To consider and adopt the Audited Standalone Financial Statement of the Company for the Financial Year ended March 31, 2022 together with the Reports of the Board of Directors and Auditors thereon.
• 2. To consider and adopt the Audited Consolidated Financial Statement of the Company for the Financial Year ended March 31, 2022 along with Report of the Auditors thereon.
• 3. To re-appoint Ms. Nomita R. Chandavarkar (DIN: 00042332) as a Director, who retires by rotation and being eligible, offered herself for re-appointment.
• 4. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

Re-appointment of existing Statutory Auditors i.e. M/s. BSR & Co. LLP for a further period of 5 (Five) years.

"RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or reenactment thereof for the time being in force), M/s. B S R & Co. LLP, Chartered Accountants having ICAI Firm Registration No. 101248W/W-100022, be and are hereby appointed as the Statutory Auditors, to hold office for a period of 5 (Five) years, from the conclusion of this Annual General Meeting till the conclusion of the 87th (Eighty Seventh) Annual General Meeting of the Company to be held in the year 2027.

RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to fix the remuneration as may be recommended by the Audit Committee in consultation with the Statutory Auditors."

SPECIAL BUSINESS:

5. To consider and if thought fit with or without modification(s), to pass the following resolution as a Special Resolution:

Appointment of Mr. Vijay Maniar (DIN: 00750905) as a Non-Executive & Independent Director of the Company.

"RESOLVED THAT pursuant to the provisions of Sections 149, 152, 161 read with Schedule IV of the Companies Act, 2013 ("Act") and other applicable provisions, if any, of the Act read with the Rules made thereunder and applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and all other applicable statutes, laws, rule(s), regulation(s), guideline(s), circular(s) etc., in force at the relevant time (including any statutory modifications, amendments or re-enactments thereof) and in terms of the provisions of the Articles of Association of the Company, the approval of the Shareholders be and are accorded for the appointment of Mr. Vijay Maniar (DIN: 00750905) as a Non-Executive & Independent Director, with effect from August 04, 2022.

"RESOLVED FURTHER THAT Mr. Mohan A. Chandavarkar, Managing Director, Mr. Nandan M. Chandavarkar, Joint Managing irector, Mr. Ashok A. Chandavarkar, Executive Director and Mr. Ameya A. Chandavarkar, CEO-International Business & Executive Director, and Ms. Varsharani Katre, Company Secretary & Compliance Officer, be and are hereby authorized severally to sign (including electronic digital signatures) and file such e-forms with the Registrar of Companies, or any other statutory authorities, as may be necessary for the said appointment.

6. To consider and if thought fit with or without modification(s), to pass the following resolution as an Ordinary Resolution:

Ratification of the remuneration of the Cost Auditors for the Financial Year 2022–23.

"RESOLVED THAT pursuant to provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), the Members do and hereby ratify the remuneration of ₹ 4,75,000/- (Rupees Four Lakhs and Seventy Five Thousand Only) plus taxes and out of pocket expenses, fixed by the Board payable to M/s. Sevekari Khare & Associates, Cost Accountants (Firm Registration No. 000084), who have been appointed as Cost Auditors by the Board of Directors, on the recommendation of the Audit Committee, to audit the cost records maintained by the Company for the Financial Year ending March 31, 2023.

RESOLVED FURTHER THAT the Board of Directors and the Company Secretary be and are hereby authorized to do all such acts, deeds and things as may be required in this regard."

7. To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

Approval of Payment of Commission to the Non-Executive Directors of the Company from Financial Year 2022-23.

"RESOLVED THAT pursuant to the provisions of Section 197 and any other applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or reenactment thereof for the time being in force), approval of the members be and is hereby accorded to the payment of commission to the Non-Executive Directors of the Company (other than the Managing Director or Wholetime Directors or Executive Directors), as may be determined and approved by the Board of Directors for each Non-Executive Director for each Financial Year commencing from April 01, 2022, within the maximum limit of the net profits of the Company, calculated in accordance with the provisions of Section 198 of the Companies Act, 2013, provided that none of the Non-executive Directors shall receive individually a sum exceeding ` 3,00,000 (Rupees Three Lakhs) p.a. in addition to the sitting fees and reimbursement of expenses being paid by the Company for participating in the Board/Committee meetings of the Company."

By the Order of the Board

Sd/- VARSHARANI KATRE

Place: Mumbai Company Secretary & Compliance Officer Date: August 04, 2022 M. No.: FCS: 8948

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013 ("THE ACT").

2. RE-APPOINTMENT OF MS. NOMITA R. CHANDAVARKAR AS A NON-EXECUTIVE DIRECTOR OF THE COMPANY, WHO RETIRES BY ROTATION.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on May 24, 2019, had re-appointed Ms. Nomita R. Chandavarkar as an Executive Director of the Company, for a period of 5 (five) years with effect from June 02, 2019. She was re-designated as a Non-Executive & Non-Independent Director of the Company with effect from April 01, 2022.

She retires by rotation at the 82nd AGM of the Company and, being eligible, offers herself for the re-appointment.

Ms. Nomita Chandavarkar is not disqualified from being appointed as a Director in terms of Section 164 of the Act. She is also the member of the Corporate Social Responsibility Committee of the Board of Directors of the Company. She is the Promoter of the Company and holds 53,48,262 (3.22%) equity shares in the Company. Ms. Nomita R. Chandavarkar is a Commerce graduate from the University of Bombay.

Ms. Chandavarkar is also the member of the Corporate Social Responsibility Committee of the Company. She looks after the various charitable activities undertaken by the Company.

She is also a Director of DSS Outsourcing Solutions Private Limited and Renesense Fragrances Private Limited

Except Ms. Nomita R. Chandavarkar, Mr. Ameya A. Chandavarkar, Mr. Ashok A. Chandavarkar, Mr. Mohan A. Chandavarkar, and Mr. Nandan M. Chandavarkar, none of the other Directors are concerned or interested in this Resolution. The relatives of Ms. Nomita R. Chandavarkar may be deemed to be interested in the Resolution set out at Item No.2 of the Notice, to the extent of their shareholding interest, if any, in the Company.

This Explanatory Statement together with the accompanying Notice may also be regarded as an abstract of the terms of the Agreement and Memorandum of Concern or Interest under Section 190 of the Companies Act and a disclosure under Regulation 36 of the SEBI Regulations.

The Board recommends the Item No. 2 for approval of the members.

5. APPOINTMENT OF MR. VIJAY MANIAR (DIN: 00750905) AS A NON-EXECUTIVE AND INDEPENDENT DIRECTOR OF THE COMPANY.

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, had appointed, Mr. Vijay Maniar (DIN: 00750905) as an Additional, Non-Executive & Independent Director of the Company with effect from August 04, 2022. His appointment is subject to the approval of the Members at the ensuing Annual General Meeting. The said appointment will be for a term of 5 (five) consecutive years upto August 03, 2027 and not liable to retire by rotation, in terms of all the applicable provisions of the Companies Act, 2013.

Mr. Vijay Maniar is a fellow member of the Institute of Chartered Accountants (ICAI) who carries 35 years of experience. He was with the Assurance practice of S R Batliboi (member firm of EY) for 22 years.

Mr. Maniar has extensive experience of managing audits of listed and unlisted corporates (Indian and multinational) across a multitude of sectors including Retail, Pharmaceuticals, Chemicals, Packaging, Hospitality, Other Manufacturing and Real Estate. He was a special invitee on the Accounting Standards Board of ICAI for 2 years and has been a member of the Accounting and Auditing Committee of the Bombay Chartered Accountants Society (BCAS) for more than 15 years.

Presently, Mr. Maniar is working with ASA & Associates which is a top 10 Accounting and Consulting Firm of India as an Advisor and Mentor to strengthen the practice in the fields of accounting.

In addition to being a regular speaker at various fora, Mr. Maniar has co-authored several Guidance Notes and articles for the ICAI and BCAS. An avid traveler with a fondness for yoga.

Mr. Vijay Maniar is not related to any Directors of the Company. He does not hold any shares of the Company in his name as on March 31, 2022.

Mr. Vijay Maniar is also not disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013 and has given his consent to act

as Director. The Company has also received declaration from Mr. Vijay Maniar that he meets the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013.

In the opinion of the Board, Mr. Vijay Maniar fulfills the conditions for appointment as Independent Director as specified in the Act and the SEBI Regulations. He is independent of the management.

The Board considers that the association with Mr. Vijay Maniar would be of immense benefit to the Company and it is desirable to avail his services as an Independent Director.

Mr. Vijay Maniar is interested in the Resolution No. 5 of the Notice with regard to his appointment. His relatives may be deemed to be interested in the resolution, to the extent of their shareholding interest, if any, in the Company. Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relatives is in any way, concerned or interested, financially or otherwise, in the Resolution.

The Board recommends the Special Resolution set out at Item No. 5 of the Notice for approval by the Members.

This Explanatory Statement may also be regarded as a disclosure under Regulation 36 of the SEBI Regulations.

6. RATIFICATION OF THE REMUNERATION OF THE COST AUDITOR FOR THE FINANCIAL YEAR 2022–23.

Based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on May 25, 2022, approved the appointment of 'M/s. Sevekari Khare & Associates' having Registration No. 000084, as Cost Auditors to audit the cost records maintained by the Company for the Financial Year ending 2022-23, on a remuneration of ` 4,75,000/- (Rupees Four Lakhs Seventy Five Thousand Only) plus taxes and out of pocket expenses.

In accordance with the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit ) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the members of the Company.

Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relatives is in any way interested in the Resolution.

The Board recommends the Resolution No. 6 for approval of the members.

7. APPROVAL OF PAYMENT OF COMMISSION TO THE NON-EXECUTIVE DIRECTORS OF THE COMPANY FROM FY 2022-23.

The Shareholders of the Company at the 77th Annual General Meeting of the Company held on August 19, 2017, had approved by way of Special Resolution, under the Companies Act, 2013, the payment of commission to Non-Executive directors, a sum not exceeding 0.25% per annum of the net profits of the Company calculated in accordance with the provisions of the Companies Act, 2013, for a period of 5 (Five) years commencing from April 01, 2017.

It is now proposed that in terms of Section 197 and all other applicable provisions of the Companies Act, 2013, the Non-Executive Directors of the Company (other than the Managing Director or Wholetime Directors or Executive Directors) be paid commission, computed in accordance with the provisions of the Companies Act, 2013, commencing from April 01, 2022.

The Managing Director, Wholetime Directors and Key Managerial Personnel of the Company and their relatives are in any way, concerned or interested, financially or otherwise, in the Resolution No. 7 of the Notice. Directors other than the Managing Director and Wholetime Directors of the Company may be deemed to be concerned or interested, financially or otherwise, in the Resolution No.7 to the extent of the remuneration that may be received by them.

The Board recommends the Resolution No. 7 for approval of the shareholders.

NOTES:

1. In view of the continuing COVID-19 pandemic, the Ministry of Corporate Affairs (MCA) has, vide General Circular No. 2/2022 dated May 5, 2022 read with General Circular Nos. 20/2020 dated May 5, 2020, 2/2021 dated January 13, 2021, 19/2021 dated December 8, 2021 and 21/2021 dated December 14, 2021 (Circulars), (hereinafter collectively referred to as ("the Circulars"), have permitted the holding of the Annual General Meeting through VC/ OAVM. In compliance with the applicable provisions of the Companies Act, 2013 (the "Act") and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the Circulars,, the AGM of the Company will be held through VC/OAVM.

2. 1. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Act.
3. 1. Further in terms of the MCA and SEBI Circulars, the Company is sending this AGM Notice along with the Annual Report for the Financial Year 2021-22, in electronic form to those Members whose e-mail addresses are registered with the Company/Depositories. The Notice convening the AGM and the Annual Report for Financial Year 2021-22, has been uploaded on the Website of the Company at www.fdcindia.com and may also be accessed from the relevant section of the websites of the Stock Exchanges i.e. BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") at www.bseindia. com and www.nseindia.com respectively. The AGM Notice is also available on the website of NSDL at www. evoting.nsdl.com.
4. 1. Members whose email ID is not registered and who wish to receive the Notice of the AGM, Annual Report and all other communications by the Company, from time to time may get their email IDs registered by submitting a written request letter to rnt.helpdesk@linkintime.co.in or to the Company at investors@fdcindia.com . However, for the shares held in demat form, members are requested to write to their respective DPs.
5. 1. The deemed venue for the 82nd AGM shall be the Registered Office of the Company at B-8, MIDC Industrial Area, Waluj – 431136, Dist. Aurangabad, India.
6. 1. The Explanatory Statement pursuant to Section 102(1) of the Act setting out the material facts relating to the Special Businesses to be transacted at the 82nd AGM is annexed hereto.
7. 1. The relevant details, pursuant to Regulation 26(4) and 36(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations') and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India, in respect of directors seeking appointment / re-appointment at this AGM is also given.
8. 1. The Company has engaged the services of National Securities Depository Limited ("NSDL") as the Agency for providing e-Voting facility (remote e-Voting and voting at AGM) to the members of the Company in order to cast their votes electronically in terms of the aforesaid 'MCA Circulars'.
9. 1. Pursuant to the provisions of the Act, a member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a member of the Company. Since this AGM is being held pursuant to the MCA circulars through VC/OAVM, the requirement of physical attendance of members has been dispensed with. Accordingly, in terms of the MCA circulars and the SEBI circular, the facility for appointment of proxies by the members will not be available for this AGM and hence, the proxy form, attendance slip and route map of AGM are not annexed to this notice.
10. 1. Institutional/Corporate Investors, who are Members of the Company, are encouraged to attend and vote at the AGM through VC/OAVM facility. Institutional / Corporate Members intending to appoint their authorized representatives to attend the AGM through VC/OAVM and to vote there at through remote e-voting are requested to send a certified copy of the Board Resolution/Power of Attorney to the Scrutinizer by e-mail at sanjayrd65@ gmail.com with a copy marked to evoting@nsdl.co.in and investors@fdcindia.com.
11. 1. In case of joint holders attending the AGM, only such joint holder who is higher in the order of names will be entitled to vote.
12. 1. The Members can join the AGM through VC/OAVM mode 30 minutes before the scheduled time of the commencement of the AGM and the members can also join after the commencement of the AGM till the expiry of 15 minutes after such scheduled time by following the procedure mentioned in the Notice. The Members will be able to view the proceedings on National Securities Depository Limited ("NSDL") e-voting website at www. evoting.nsdl.com. The facility of participation at the AGM through VC/ OAVM will be made available to atleast 1,000 Members on a first come first served basis as per the MCA Circulars. This will not include large Members (Members holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnels, the

Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders' Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

• 1. Pursuant to Section 91 of the Companies Act, 2013, the Register of Members and Share Transfer Books of the Company will remain closed from September 15, 2022 to September 22, 2022 (both days inclusive).
• 1. To receive the dividend in a timely manner, Members holding shares in physical form, who have not updated their mandate for receiving the dividends directly in their bank accounts through Electronic Clearing Service ("ECS") or any other means, are requested to send hard copies of the following details/documents to the Company's Registrar and Share Transfer Agent ("RTA"), viz. Link Intime India Private Limited ("Link Intime") at C-101, 247 Park, 1st Floor, L.B.S. Marg, Vikhroli (W), Mumbai – 400083, at the earliest in manner as mentioned below.
• a) a signed request letter mentioning your Name, Folio Number, complete address and following details relating to Bank Account in which the dividend is to be received:
• i) Name and Branch of Bank and Bank Account type;
• ii) Bank Account Number and type allotted by your bank after implementation of Core Banking Solutions; and
• iii) 11 digits IFSC Code.
• b) Self-attested copy of cancelled cheque bearing the name of the Member or first holder, in case shares are held jointly;
• c) Self-attested copy of the PAN Card; and
• d) Self-attested copy of any document (such as Aadhaar Card, Driving License, Election Identity Card, Passport) in support of the address of the Member as registered with the Company.
• 1. Members holding shares in electronic form may please note that their bank details as furnished by the respective Depositories to the Company will be considered for remittance of dividend as per the applicable regulations of the Depositories and the Company will not entertain

any direct request from such Members for change/ deletion in such bank details. Further, instructions, if any, already given by them in respect of shares held in physical form, will not be automatically applicable to the dividend paid on shares held in electronic form. Members may, therefore, give instructions to their DP regarding bank accounts in which they wish to receive dividend.

1. For Members who are unable to receive the dividend directly in their bank accounts through ECS or any other means, due to non - registration of the Electronic Bank Mandate, the Company shall dispatch the dividend warrant/bankers' cheque/demand draft to such Members on their registered address.

As per Regulation 40 of the SEBI Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, Members holding shares in physical form are requested to consider converting their holdings to dematerialized form.

• 1. Members are requested to intimate changes, if any, pertaining to their name, postal address, e-mail address, telephone/mobile numbers, PAN, registering of nomination and power of attorney, Bank Mandate details such as name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their DP in case the shares are held in electronic form and to the RTA in case the shares are held in physical form.
• 1. To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address or demise of any Member as soon as possible. Members are also advised to not leave their demat account(s) dormant for long.
• 1. To receive communications through electronic means, including Annual Reports and Notices, members are requested to kindly register/update their e-mail address with their respective depository participant, where shares are held in electronic form. In case of shares held in physical form, members are advised to register their e-mail address with RTA: Link Intime, by mailing on rnt. helpdesk@linkintime.co.in.

6

• 1. As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect of the shares held by them. Members, who have not yet registered their nomination, are requested to register the same by submitting Form No. SH - 13. Members are requested to submit the said form to their DP in case the shares are held in electronic form and to the RTA in case the shares are held in physical form.
• 1. Members holding shares in physical form, in identical order of names, in more than one folio, are requested to send to the Company or RTA, the details of such folios together with the share certificates for consolidating their holdings in one folio. A consolidated share certificate will be issued to such Members after making requisite changes.
• 1. Members are requested to note that dividends, if not encashed for a consecutive period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund ("IEPF"). Further, the shares in respect of such unclaimed dividends are also liable to be transferred to the demat account of the IEPF Authority. In view of this, Members/Claimants are requested to claim their dividends from the Company within the stipulated timeline.

It may be noted that unclaimed dividend for the financial year 2014-15 declared on September 30, 2015 is due to be transferred to the IEPF by December 06, 2022. The same can, however, be claimed by the members on or before November 06, 2022.

Members who have not encashed the dividend warrant(s) in the Financial Year 2014-15, may forward their claims to the Company's RTA at rnt.helpdesk@linkintime.co.in before they are due to be transferred to the IEPF, details of which are given in the Director's Report.

Members, whose unclaimed dividends/shares have been transferred to IEPF, may claim the same by making an application to the IEPF Authority in e-form/web form no. IEPF-5 available on www.iepf.gov.in and www.mca.gov. in respectively. Members/ Claimants can file only one consolidated claim in a financial year as per the IEPF Rules.

• 1. All documents referred to in the Notice will also be available electronically for inspection by the Members from the date of circulation of this Notice up to the date of AGM. Members seeking to inspect such documents can send an e-mail to investors@fdcindia.com.
• 1. For registration of e-mail address, Members are requested to register their e-mail address, in respect of electronic holdings, with their concerned DP and in respect of physical holdings, with the RTA.
• 1. The Security Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in the security market. Members holding shares in electronic form are, therefore requested to submit the PAN to their Depository Participant with whom they are having demat accounts. Members holding shares in physical form are requested to submit PAN details to the Company / Registrar.

26. PROCEDURE FOR REMOTE E-VOTING AND E-VOTING AT THE AGM:

• I. In compliance with the provisions of Sections 108 and other applicable provisions of the Act, read with Rule 20 of the Rules and Regulation 44 of the SEBI Listing Regulations, the Company is offering only e-voting facility to all the Members of the Company and the business will be transacted only through the electronic voting system. The Company has engaged the services of NSDL for facilitating e-voting to enable the Members to cast their votes electronically as well as for e-voting during the AGM. Resolution(s) passed by Members through e-voting is/are deemed to have been passed as if it/ they have been passed at the AGM.
• II. Members are provided with the facility for voting through voting system during the VC/OAVM proceedings at the AGM and Members participating at the AGM, who have not cast their vote by remote e-voting, are eligible to exercise their right to vote at the AGM.
• III. Members who have already cast their vote by remote e-voting prior to the AGM will also be eligible to participate at the AGM but shall not be entitled to cast their vote again on such resolution(s) for which the Member has already cast the vote through remote e-voting.
• IV. Mr. Sanjay Dholakia, Practicing Company Secretary (FCS -2655) has been appointed as the Scrutinizer

for conducting the e-Voting process including remote e-Voting in a fair and transparent manner and he has communicated his willingness to be appointed and will be available for same purpose.

V. Members of the Company holding shares either in physical form or electronic form as on the cut-off date of September 14, 2022, may cast their vote by remote e-voting. The remote e-voting period commences on Monday, September 19, 2022 at 9:00 a.m. (IST) and ends on Wednesday, September 21, 2022 at 5:00 p.m. (IST). The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently.

VI. PROCEDURE FOR JOINING THE AGM THROUGH VC / OAVM:

• a) The Members will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-voting system and they may access the same at www.evoting.nsdl.com under the Members/ Members login by using the remote e-voting credentials, where the EVEN of the Company will be displayed. On clicking this link, the Members will be able to attend and participate in the proceedings of the AGM through a live webcast of the meeting and submit votes. Please note that the Members who do not have the User ID and Password for e-voting or have forgotten the User ID and Password may retrieve the same by following the remote e-voting instructions mentioned in the notice to avoid last minute rush. Further, Members may also use the OTP based login for logging into the e-voting system of NSDL.
• b) Members may join the AGM through laptops, smart phones, tablets and ipads for better experience. Further, Members will be required to use Internet with a good speed to avoid any disturbance during the Meeting. Members will need the latest version of Chrome, Safari, Internet Explorer 11, MS Edge or Firefox. Please note that participants connecting from mobile devices or tablets or through laptops connecting via mobile hotspot may experience

Audio/ Video loss due to fluctuation in their respective network. It is, therefore, recommended to use stable Wi-Fi or LAN connection to mitigate any glitches.

• c) Members are encouraged to submit their questions in advance with regard to the financial statements or any other matter to be placed at the AGM, from their registered e-mail address, mentioning their name, DP ID and Client ID number/folio number and mobile number, to reach the Company's e-mail address at investors@fdcindia.com on or before September 14, 2022.
• d) Members who need assistance before or during the AGM, can contact NSDL on evoting@nsdl.co.in or call on toll free No.: 1800-222-990.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING ANNUAL GENERAL MEETING ARE AS UNDER:-

The remote e-voting period begins on September 19, 2022 at 09:00 A.M. and ends on September 21, 2022 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the cut-off date i.e. September 14, 2022, may cast their vote electronically. The voting right of members shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being September 14, 2022.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual members holding securities in demat mode.

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual members holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Members are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

8

Type of members	Login Method
Individual Members holding securities in demat mode with NSDL.	1. If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the "Beneficial Owner" icon under "Login" which is available under "IDeAS" section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on "Access to e-Voting" under e-Voting services and you will be able to see e-Voting page. Click on options available against company name or e-Voting service provider - NSDL and you will be re-directed to NSDL e-Voting website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
	2. If the user is not registered for IDeAS e-Services, option to register is available at https:// eservices.nsdl.com. Select "Register Online for IDeAS" Portal or click at https://eservices. nsdl.com/SecureWeb/IdeasDirectReg.jsp
	3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https:// www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Member/ Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digitdemat accountnumberheldwithNSDL),Password/OTPandaVerificationCode as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on options available against company name or e-Voting service provider - NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
Individual Members holding securities in demat mode with CDSL	1. Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/ myeasi/home/login or www.cdslindia.com and click on New System Myeasi.
	2. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. NSDL. Click on NSDL to cast your vote.
	3. If the user is not registered for Easi/Easiest, option to register is available at https://web. cdslindia.com/myeasi/Registration/EasiRegistration
	4. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e. NSDL where the e-Voting is in progress.

Login method for Individual members holding securities in demat mode is given below:

Type of members	Login Method
Individual Members (holding	You can also login using the login credentials of your demat account through your Depository
securities in demat mode)	Participant registered with NSDL/CDSL for e-Voting facility. Once login, you will be able to see
login through their depository	e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository
participants	site after successful authentication, wherein you can see e-Voting feature. Click on options
	available against company name or e-Voting service provider-NSDL and you will be redirected to
	e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual
	meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned website.

Helpdesk for Individual Members holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Members	Members facing any technical issue
holding securities in	in login can contact NSDL helpdesk
demat mode with NSDL	by sending a request at evoting@
	nsdl.co.in or call at toll free no.: 1800
	1020 990 and 1800 22 44 30
Individual Members	Members facing any technical issue
holding securities in	in login can contact CDSL helpdesk
demat mode with CDSL	by sending a request at helpdesk.
	evoting@cdslindia.com or contact at
	022- 23058738 or 022-23058542-43

B) Login Method for members other than Individual members holding securities in demat mode and members holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

• 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www. evoting.nsdl.com/ either on a Personal Computer or on a mobile.
• 1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Member/Member' section.
• 1. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.

com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold	8 Character DP ID followed by 8 Digit Client ID
shares in demat account with NSDL.	For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members	16 Digit Beneficiary ID
who hold shares in demat account with CDSL.	For example if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical	EVEN Number followed by Folio Number registered with the Company
Form.	For example if folio number is 001 and EVEN is 101456 then user ID is 101456001. EVEN of our Company is 121107.

• 1. Password details for members other than Individual members are given below:
• a. If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
• b. If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve

10

your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.

• c. How to retrieve your 'initial password'?
• a. If your email ID is registered in your demat account or with the Company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
• b. If your email ID is not registered, please follow steps mentioned below in process for those members whose email ids are not registered
• 1. If you are unable to retrieve or have not received the " Initial password" or have forgotten your password:
• a. Click on "Forgot User Details/Password?"(If you are holding shares in your demat account with NSDL or CDSL) option available on www. evoting.nsdl.com.
• b. Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
  • c. If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
  • d. Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
• 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• 1. Now, you will have to click on "Login" button.
• 1. After you click on the "Login" button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join Annual General Meeting on NSDL e-voting system?

• 1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle and General Meeting is in active status.
• 1. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on "VC/OAVM" link placed under "Join General Meeting".
• 1. Now you are ready for e-Voting as the Voting page opens.
• 1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
• 1. Upon confirmation, the message "Vote cast successfully" will be displayed.
• 1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• 1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for members

• 1. Institutional members (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to sanjayrd65@gmail.com with a copy marked to evoting@nsdl.co.in.
• 1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting. nsdl.com to reset the password.
• 1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and e-voting user

manual for Members available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Amit Vishal at evoting@nsdl.co.in

Process for those members whose email ids are not registered with the depositories for procuring user id and password and registration of e-mail ids for e-voting for the resolutions set out in this notice:

• 1. In case shares are held in physical mode please provide Folio No., Name of member, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to investors@fdcinidia.com.
• 1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to investors@fdcinidia.com. If you are an Individual members holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual members holding securities in demat mode.
• 1. Alternatively member/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.
• 1. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual members holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Members are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of "VC/OAVM link" placed under "Join General meeting" menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Member/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

2. 1. Members are encouraged to join the Meeting through Laptops for better experience.
3. 1. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
4. 1. Please note that Participants Connecting from Mobile Devices or Tablets or through connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
5. 1. Member, who would like to express their views/have questions in financial statements or on any agenda item proposed in the notice of AGM may send their queries on or before September 14, 2022 mentioning their name demat account number/folio number, email id, mobile number at investors@fdcindia.com. The same will be replied by the Company suitably.
6. 1. Members who would like to express their views/ask questions as a Speaker at the Meeting may pre-register themselves by sending a request from their registered e-mail address mentioning their names, DP ID and Client ID/Folio number, PAN and mobile number at investors@ fdcindia.com between Saturday, September 10, 2022 (9.00 a.m. IST) and Wednesday, September 14, 2022. Only those Members who have pre-registered themselves as a speaker will be allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

By the Order of the Board

Sd/-

VARSHARANI KATRE

Place: Mumbai Company Secretary & Compliance Officer Date: August 04, 2022 M. No.: FCS: 8948