FDC Ltd. — Capital/Financing Update 2019

Aug 8, 2019

MANUFACTURERS & EXPORTERS OF FOODS, DRUGS & CHEMICALS

August 08, 2019

To,

National Stock Exchange of India Limited Exchange Plaza, Plot No, C/1, Block -G Bandra Kurla Complex Bandra (East), Mumbai - 400 051

BSELimited Corporate Relationship Department P,J,Towers, Dalal Street Mumbai - 400 001

Sub.: Update on Buyback: Disclosure regarding representation filed by the Company with the Ministry of Finance in relation to the applicability of Distribution Tax on the Buyback undertaken by the Company, offer for which closed on July 12, 2019

Dear Shareholders,

This is in relation to the buyback of equity shares undertaken by the Company, offer for which opened on July 01, 2019 and closed on July 12, 2019, In this regard, it is informed to the shareholders of the Company that:

• 1. The requisite approvals for the Buyback offer were obtained by the Company prior to introduction of the Finance (No, 2) Bill, 2019 in the Parliament;
• 2, The offer for buyback of equity shares opened on July 01,2019, i.e. prior to introduction of the Finance (No, 2) Bill, 2019 in the Parliament;
• 3, The Finance (No, 2) Bill, 2019 presented before the Parliament on July OS, 2019 proposed to amend Section l1sQA of the Income Tax Act, 1961 by extending the applicability of the distribution tax on buyback of equity shares on listed companies also, The said tax is applicable w.e.f. July OS, 2019, but came into force on August 01, 2019, after receipt of the accent of the Hon'ble President of India and its notification in the Official Gazette;
• 4, The payment to the shareholders whose shares were accepted under the Buyback offer was made by the Company on July 19, 2019.

The buyback offer opened before the levy of distribution tax by the Finance (No.2) Bill, 2019 and even the payment to shareholders was completed before the Finance (No.2) Act, 2019 became effective.

CORPORATEOFFICE	142-48. S V. Road. Jogeshwari(WJ. Mumbai- 400102.INDIA
	Tei.: +91-22-62917900/950/26780652/2653/2656.Fax+91-22-26773462E-mail:fdc@fdcindia.com• Website:www.fdcindia.com
REGISTEREDOFFICE	. 8-8. M.I.D.C.IndustrialArea. Waluj - 431 136. Dis!. Aurangabad.INDIATei.: 0240-2554407 / 255 4299 / 255 4967 • Fax: 0240-2554299E-mail:waluj@fdcindia.com• CIN . L24239MH1940PLC003176

Foe Limited No.

Accordingly, the Company has submitted a representation before the Ministry of Finance seeking clarification on the applicability of the proposed tax on the Company and henceforth the assessment of tax liability of the shareholders whose shares have been accepted under the Buyback Offer (since the Letter of Offer sent by the Company to the shareholders does not envisaged the provisions relating to proposed amendment of Section 115QA).

We will update the stakeholders on the matter.

Thanking you,

Var rani Katre Company Secretary