May 27,201,9

National Stock Exchange of lndia Limited Exchange Plaza Bandra Kurla Complex, Bandra (East) Mumbai - 400 051

sub.: Buyback of equity shares by FDC Limited through tender offer

Dear Sir / Madam,

The Board of Directors of FDC Limited, a company listed on National stock Exchange of lndia Limited and BSE Limited, has approved a buyback of its fully paid up Equity shares through tender offer route in its meeting held on May 24, 2019. The company proposes to buyback 34,30,000 (Thirty Four Lakh Thirty Thousand only) Equity shares of face value Re. 1 each for a consideration of Rs. 350 (Rupees Three Hundred Fifty only) per Equity Share for an aggregate consideration of upto Rs. 120.05 crores one Hundred lRupees Twenty crore and Five Lakh only), which constitutes g.3g% ofthe total paid up share capital and Free Reserves as per the audited standalone financial statements of the company for the Financial sYear ended March 31, 2019).

The Company has appointed us as the Ma nager to has been published on M ay 27,201,9 in the fol lowing the Offer. The public Announcement in this respect newspapers:

Name of publication	Langu age	Edition
Business Standard	E nglish	All editions
Business Standard	Hindi	All editions Aur abad edition
Loksatta	Marathi

ln this respect, we are enclosing the following documents:

1.. One copy of public announcement published on May 27,20L9; 2. Duly certified copy of the public announcement by the Company; 3. One CD containing soft copy of public announcement in pdf format; ⁴certified copy of the Board Resolution dated May 24,201.9 approving the Buyback offer; and 5. Certified copy of the Declaration of Solvency.

We hope you find the for further information above documents in order. your good office may contact any of the undersigned / details:

Name	Ph. No.	E-mail id
NitiN Somani	+91 98 1069 4501	n itin @sundaeca pital.com
Anchal Lohia	+91 99 9918 1829	ancha l.loh ia @)sundaecap ital.com

Thanking you,

Yours sincerely, for Sundae Privote Limited

NitiN Monoging

Encl.: As above

58, C - Block, Community Centre Janak Puri, New Delhi- 110 058

C LINHT

(CIN: L24239MH1940PLC003176)

Registered Office: B-8, M.I.D.C. Industrial Estate, Waluj - 431 130, 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: [email protected]; Contact Person: Ms. Varsharani Katre, Company Secretary and Compliance Officer

RUBLIC ANNOUNCEMENT FOR THE ATHENHON OF EQUITY SITARE IOLOGICAL ON ERSIGN OF THE EQUITY SHARES OF FOOD FOR THE BUY BACK OF EQUITY SHARES THROUGH A TENDER OFFER UNDER THE SECURITIES AND EXCHANGE BOARD OF INDIA (BUYBACK OF SECURITIES) REGULATIONS, 2018, AS AMENDED

This Public Announcement (the "Public Announcement") is being made pursuant to the provisions of Regulation 7(i) of the Securities and Exchange Book and Club
(Buyback of Securities) Regulations, 2018 as amended thereto (the "SEBI Buyback
Regulations") and contains the disclosures as specified in Sche llations") and contains the disclosures as specified in Schedule II to the SEBI Buyback Regulations read with Schedule I of SEBI Buyback Regulations.

FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF ₹ 1/- (RUPEE ONE ONLY) EACH ("EQUITY SHARES") OF FOC LIMITED AT A PRICE OF ₹ 350/- (RUPEES THREE HUNDRED
("EQUITY SHARES") OF FDC LIMITED AT A PRICE OF ₹ 350/- (RUPEES THREE HUN OFFER FOR BUYBACK OF UPTO 34,30,000 (THIRTY FOUR LAKH THIRTY THOUSAND) THROUGH THE TENDER OFFER PROCESS.

DETAILS OF THE BUYBACK OFFER AND OFFER PRICE ÷
Company for an aggregate amount not exceeding ₹ 120.05 Crore (Rupees One Hundred
Twenty Crore Five Lakh only) (the "Buyback Size") excluding transaction cost, viz. Cost") (representing 8.38% of the Paid up share capital and free reserves as on March under the SEBÍ Buyback Regulations read with SEBI Circular CIRICFD/POLICYCELL/
1/2015 dated April 13, 2015 read with circular no. CFD/DCR2/CIR/P/2013/131
dated December 09, 2016 and in accordance with the Act & the Rules m The Board of Directors of the Company, at its meeting held on May 24, 2019 had, subject to the approval of statutory, regulatory or governmental authorities as may be required under applicable laws, approved a buyback of 34,30,000 Equity Shares of the brokerage, applicable taxes such as securities transaction tax, service tax, stamp duty, etc., cost for the intermediaries appointed and other incidental costs ("Transaction 2019) at a price of ₹ 350/- (Rupees Three Hundred Fifty only) (the "Buyback Price") per Equity Share from the existing Members/Shareholders holding equity shares of the Company on a proportionate basis through the "Tender Offer" route as prescribed "Buyback"). (the 31, $1.7$
June 07, 2019 (the "Record Date") through the Tender Offer route prescribed under
Regulation 4(iv)(a) of the SEBI Buyback Regulations. Additionally, the Buyback shall
be, subject to applicable laws, facilitated by tender The Buyback shall be undertaken on a proportionate basis from the Shareholders as on as specified by SEBI in the circular bearing number CIR/CFD/POLICY/CELL/1/2015 dated April 13, 2015 read with circular no. CFD/DCR2/CIR/P/2013/131 dated December 09, 2016 (the "SEBI Circulars"). $\frac{2}{1}$
In terms of the SEBI Buyback Regulations, under Tender Offer route, the Promoter and
the Promoter Group of the Company has the option to participate in the Buyback.
In this regard, The Promoters and the Promoter Group enti letters dated May 22, 2019 have informed the Company regarding their intention to participate in the Buyback. $1.3$
applicable provisions, if any of the Companies Act 2013, Companies (Share Capital
and Debentures) Rules, 2014 to the extent applicable, the Companies (Management
and Administration) Rules, 2014 and the provisions of the SE The Buyback is in accordance with the provisions contained in the Article 13 of the Articles of Association of the Company, Section 68, 69, 70 and 179 and all other $1.4$

$\oplus$

	11. Mrs. Sandhya Mohan Chandavarkar
	12. Mr. Ashok Anand Chandavarkar
	13. Mrs. Mangala Ashok Chandavarkar
Total		12,04,60,261 12,04,60,261	69.07

for Buyback was approved, i.e. from November 25, 2018 to May 24, 2019, except as under:

CONTROL COLLEGE	By way of gift	By way of gift
TO PERMIT	Transfer Inter-se	Transfer Inter-se
PERSONAL PROPERTY es mar E BILL E	1,87,01,621	1,90,31,473
The Contract of Contract of Contract of Contract of Contract of Contract of Contract of Contract of Contract of Contract of Contract of Contract of Contract of Contract of Contract of Contract of Contract of Contract of C	Mohan Anand	Sandhya Mohan
	capacity as Trustee Chandavarkar Chandavarkar in the Chandavarkar Trust of Mohan Anand Nandan Mohan	capacity as Trustee Chandavarkar Chandavarkar in the Chandavarkar Trust of Sandhya Mohan Nandan Mohan
a gristini (d. 1911)	November 28, 2018	November 28, 2018

Intention of the Promoter and Promoter Group of the Company to tender equity
shares for Buyback indicating the number of shares, details of acquisition with dates and price

Group has the option to participate in the Buyback. In this regard, all the Promoters and the Promoter Group entities vide their individual letters dated May 22. 2019 have Date and may also tender such additional number of shares, as they may decide informed the Company regarding their intention to participate in the Buyback and offer to tender their pro rata entitlement against the shares held by them as on the Record subsequently depending upon publicly available information at the time of such decision making, in compliance with the SEBI Buyback Regulations. However, the Promoter and Promoter Group shall not tender more than 12,04,60,261 Equity Shares under the In terms of the SEBI Buyback Regulations, under Tender Offer route, the Promoter Buyback, being the total number of Equity Shares held by them. 4.2 $4.1$
The details of the date and price of acquisition of the Equity Shares that Promoter &
Promoter Group intends to tender are set out below:

	Consid ation












	eace Value Charlin













	lesue/ Acquisitiv













	a ar Sana












Undidavalka	Nature of Transactor















	weer rannas Date of Lansacton


















$\frac{5}{2}$

Chandavarkar and Mrs. Mangala Ashok Chandavarkar are also the Promoters of the Mr. Mohan Anand Chandavarkar, Mrs. Sandhya Mohan Chandavarkar, Mr. Ashok Anand Company but do not hold any equity shares.
The Company confirms that there are no defaults made or subsisting in the repayment of deposits or interest thereon, redemption of debentures or interest payment thereon, redemption of preference shares or payment of dividend to any shareholder, repayment of term Joans or interest thereon to any financial institution or banks.
The Board of Directors confirms that it has made a full enquiry into the affairs and prospects of the Company and has formed the opinion as on the date of passing the board resolution approving the Buyback i.e. May 24, 2019:
that there are ho defaults subsisting in repayment of deposits, redemption of debentures or preference shares or repayment of term loans to any financial institutions or banks $\ddot{=}$
there will be no grounds on which the Company could be found unable to pay its that immediately following the date of the Board Meeting held on May 24, 2019, debts; $\hat{=}$
Board's view, be available to the Company during that year, the Company will be
able to meet its liabilities as and when they fall due and will not be rendered that as regards the Company's prospects for the year immediately following the date of the Board Meeting held on May 24, 2019, having regard to the Board's year and to the amount and character of the financial resources, which will, in the intentions with respect to the management of the Company's business during that insolvent within a period of one year from the date of the Board Meeting approving the Buyback; and (iii)
(iv) that in forming its opinion aforesaid, the Board has taken into account the liabilities (including prospective and contingent liabilities) as if the Company were being wound up under the provisions of the Companies Act or the Insolvency and Bankruptcy Code 2016 (to the extent notified and in force).
The text of the Report addressed by the Statutory Auditor dated May 24, 2019 received from M/s B S R & Co. LLP, Chartered Accountants, Statutory Auditors of the Company, addressed to the Company is reproduced below:

Private and confidential

Quote

The Board of Directors FDC Limited Sky Vista Building, J P Road DN Nagar-Andheri West

Dear Sirs/Madam MUMBAI 400 053

Subject: Statutory Auditor's report in respect of proposed buy back of equity shares
by FDC Limited as per Clause (xi) of Schedule I to the Securities and Exchange Board

and Administration) Rules, 2014 and the provisions of the SEBI Buyback Regulations
to the extent applicable. The Buyback is subject to the approvals, permissions and ZU14 .to the extent applicable, the Companies (Management sanctions of statutory, regulatory or Governmental authorities as may be required under applicable laws from time to time, including but not limited to the approvals of
SEBI, NSE and BSE, wherever applicable. $\frac{1}{2}$

maximum amount that can be utilized in the present Buyback is ₹143.26 Crore (Rupees
One Hundred Forty Three Crore and Twenty Six Lakhs only). The aggregate amount
proposed to be utilised for the Buyback is upto ₹ 120.05 Cr The aggregate Paid-up equity capital and Free Reserves of the Company as on March 31, 2019 was ₹ 1,432.65 Crores (Rupes One Thousand Four Hundred Thirty Crore Sixty Five Lakts only) and under the provisions of the Act, the Reserves of the Company under Board approval route. Accordingly, the stamp duty, etc., cost for the intermediaries appointed and other incidental costs, which is within the maximum amount as aforesaid. 1.5
Further, under the Act, the number of equity shares that can be bought back in any
financial year cannot exceed 25% of the total paid-up equity share capital of the Company in that financial year. Since the Company proposes to Buyback 34,30,000 Equity Shares through this buyback in the financial year 2019-20, which represents 1.97% of the total number of equity shares in the total paid up equity share capital of the Company, the same is within the aforesaid 25% limit. $\frac{6}{1}$
- The Buyback shall be made out of the Free Reserves of the Company as at March 31, 2019 based on the audited standalone financial statements of the Company for the year ended March 31, 2019. The Company shall transfer a sum equal to the
  nominal value of the Equity Shares so bought back through the Buyback to the Capital Redemption Reserve Account and the details of such transfer shall be disclosed in its subsequent audited Balance Sheet. $1.7$
The post Buyback, both on standalone and consolidated basis, debt-equity ratio of the Company will be below the maximum allowable limit of 2:1 specified under the Act. $\frac{1.8}{2}$
the proposal for Buyback was considered; (b) a premium of approx. 109.13% and
110.48% over the volume weighted average price of the Equity Shares on the NSE rand
BSE respectively during the 60 working days preceding May 21 107.04% and 106.79% over the closing prices on the NSE and BSE respectively on May
20, 2019, being the working day immediately preceding the date on which Company
Intimated the Stock Exchanges of the date of meeting of the Directors wherein the proposal for Buyback was considered; and (c) a premium of
approx. 30.01% and 29.92% over the 52 week high price of the Equity Shares on NSE
and BSE respectively, immediately before the date of the Boa The Buyback Price of ₹ 350 per Equity Share represents (a) a premium of approx. Buyback was approved. $\frac{1}{2}$
Pursuant to the proposed Buyback and depending on the response to the Buyback, the voting rights of the Promoter Group in the Company may increase or decrease from The Promoter Group of the Company are already in control over the Company and the existing shareholding of the total equity capital and voting rights of the Company. therefore such further increase or decrease in voting rights of the Promoter Group will not result in any change in control over the Company. 1.10
Copy of this Public Announcement will be available on the Company's website (www.fdcindia.com) and on the website of SEBI (www.sebi.gov.in) during the period of
the Buyback and on the websites of Stock exchanges, i.e. BSE and NSE. Necessity for the Buyback $1.11$

$\alpha$

Buyback is the purchase of its own Equity Shares by the Company. The objective is to shareholders value by returning cash to shareholders in an efficient and investor
friendly manner. The Board of Directors of the Company at its meeting held on
May 24, 2019 considered the accumulated Free Reserves as well maximize returns to investors, to reduce total number of shares and enhance overall reflected in the audited accounts for the Financial Year ended March 31, 2019 and benefits to the members holding Equity Shares of the Company and decided to allocate
a sum of ₹ 120.05 Crores (Rupees One Hundred Twenty Crore Five Lakh only) (which is 8.38% of the total Paid up share capital and Free Reserves as per the audited
standalone financial statements of the Company for the Financial Year ended March 31, 2019), excluding transaction cost, viz. brokerage, applicable taxes such as securities transaction tax, service tax, stamp duty, etc., cost for the intermediaries appointed and other incidental costs, which is within the maximum amount as aforesaid, for returning to the members holding Equity shares through Buyback

$\tilde{v}$

The Company's management strives to increase Shareholder's value and the Buyback would result in, amongst other things:
$(i)$ The Buyback will result in reduction in the overall capital employed in the business, which will, in turn lead to higher earnings per share and enhanced return on equity and return on capital employed, return on net worth, return on assets, etc and long term increase in shareholders' value:

Nature of
Transaction

Date of
transaction

$\widehat{=}$	Mrs. Meera Ramdas Chandavarkar
	mototesuen Date of	Transaction Nature of	No. of Equity Shares	Per share) Acquisition OSSES Price œ	Bere $(n + 1)$ CONTROL Valu	3 Conside ation, other I
	Balance as on June 30, 2006 (net of shares sold post this date)*		1,98,52,370		00.1
	September 24, 2015	Allotment	1,37,64,000	×	1.00	to merger Pursuant
	August 08, 2017	Buy	8,000	180.00	00.1	consideration Cash
$\oplus$	Ameya Ashok Chandavarkar Details prior to June Μr.	2006 are 30,	available. not
	transaction Date of	Elion Nature of Transa	No. of Equity Shares	R Per share) Acquisition Price lssue	Amount) In < per Strate Value BOTH Ġ,	Consider $\hat{\mathbf{g}}$ S /(Cash, anon other
	June 30, 2006 (net of shares sold post Balance as on this date)*		36, 18, 399	$\mathcal{R}$ i.	1.00
	September 08, 2011	Transfer Inter-se	6,10,000	ï	1.00	Gift
	2011 30, December	Transfer Inter-se	3,09,750	i.	1.00	Gift
	September 24, 2015	Allotment	60,02,834	$\mathbf{r}$	1.00	to merger Pursuant
(iii)	Details prior to June Nomita Ramdas Ms.	30, 2006 are	not available.
	temester Date of	Chandayarkar ellon Nature of Transa	No. of Equity Shares	(Citerie vers Acquisition Price lasued	Value (Amount) In 7 per Boos	ORTOV Lines Consider (Cash, ation
	June 30, 2006 (net of shares sold post Balance as on this date)	$\blacksquare$	9,99,737		eren8 1.00	cash eo
	September 24, 2015	Allotment	45,88,000		1.00	to merger Pursuant
$\sum_{i=1}^{n}$	Mr. Nandan Mohan Chandavarkar * Details prior to June	30, 2006 are	not available
	Silon bate of trans	Transaction Mature of	of property Europe	(Per share) registriber Price Sanco	(Amount) In Ther Share) Ê Î	Cash. Iner then other than cash, etc) Objetoo
	2009 November 21,	transfer Inter-se	42,96,770		1,00	Gift
	2015 September 24,	Allotment	10,57,762	a.	1.00	to merger Pursuant
	Aditi C Bhanot Mrs.
	Rouscacca Date of	ction Nature of Transaction	No. of Equity Shares	Per share) Acquisition Price lessel ٣	(Amount) In T per Share) Value Face	pash, etc) other than consider (Cash, anon
	March 31, 2015	Inter-se transfer	11,79,897	ž	1.00	Gift
	Private Advisors eo.	limited

Dear Sirs/Madam

SAI 400 053

Subject: Statutory Auditor's report in respect of proposed buy back of equity shares
by FDC Limited as per Clause (xi) of Schedule I to the Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018, as amended

of Directors of FDC Limited ("the Company") have approved a proposed buy-back of
Equity Shares by the Company at its meeting held on May 24, 2019, in pursuance of This report is issued in accordance with the terms of our engagement letter dated 04 October 2018 and addendum to engagement letter dated 10 March 2019. The Board the provisions of Section 68, 69 and 70 of the Companies Act, 2013 (the "Act") read with the Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 as amended ("SEBI Buyback Regulations").
The accompanying Statement of permissible capital payment (including premium)
('Annexure A') as at March 31, 2019 (hereinafter referred to as the "Statement") is prepared by the management of the Company, which we have initialed for identification purposes only.

Management's Responsibility for the Statement $\ddot{\mathrm{s}}$

the amount of the permissible capital payment, the preparation and maintenance of all accounting and other relevant supporting records and documents. This responsibility
includes the design, implementation and maintenance of internal control relevant to the ensuring compliance with Section 68,69 and 70 of the Act and SEBI Buy-back Regulations, is the responsibility of the Management of the Company, including the computation of preparation and presentation of the Statement and applying an appropriate basis of The preparation of the Statement is in accordance with Section 68(2)(c) of the Act and preparation; and making estimates that are reasonable in the circumstances.

Auditors' Responsibility

Pursuant to the requirements of the SEBI Buy-back Regulations, it is our responsibility to provide a reasonable assurance whether $\overline{\bf 4}$
i. we have inquired into the state of affairs of the Company in relation to the audited standalone financial statements as at and for the year ended March 31, 2019 which have been audited by us, on which we have issued an unmodified opinion vide our report dated 24 May 2019;
the amount of the permissible capital payment (including premium) as stated in
Annexure A for the proposed buy-back of equity shares has been properly determined considering the audited standalone financial statements in accordance with Section 68(2)(c) of the Act; and
the Board of Directors of the Company in their meeting dated May 24, 2019, have formed the opinion as specified in clause (x) of Schedule I to the SEBI Buyback Regulations, on reasonable grounds and that the Company will not, having regard to its state of affairs, be rendered insolvent within a period of one year from that date

Our engagement involves performing procedures to obtain sufficient appropriate evidence on the above reporting. The procedures selected depend on the auditor's udgement, including the assessment of the risks associated with the above reporting. We accordingly performed the following procedures:

16.

Examined that the amount of permissible capital payment (including premium) for the buy back as detailed in Annexure A is in accordance with the provisions of
Section 68(2) of the Act the I
Inquired into the state of affairs of the Company with reference to the audited financial statements; l.
- Examined the Board of Directors' declarations for the purpose of buy back and solvency of the Company; and
- Obtained appropriate representations from the Management of the Company $\mathbf{v}$ .

$\overline{r}$

on Audit Reports and Certificates for Special Purposes issued by the Institute of
Chartered Accountants of India. The Guidance Note requires that we comply with the We conducted our examination of the Statement in accordance with the Guidance Note ethical requirements of the Code of Ethics issued by the Institute of Chartered Accountants of India

We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.
We have no responsibility to update this report for events and circumstances occurring after the date of this report.

Opinion 9.

ထဲ

a) We have inquired into the state of affairs of the Company in relation to its audited standalone financial statements as at and for the financial year ended Based on inquiries conducted and our examination as above, we report that:

March 31, 2019;

The Buyhork will hole the Co-

the Board of Directors of the Company in their meeting dated May 24, 2019, have formed the opinion as specified in clause (x) of Schedule I to the SEBI Buyback Regulations, on reasonable grounds and that the Company will n Section 68(2)(c) of the Act; and ≡	to its state of affairs, be rendered insolvent within a period of one year from that Our engagement involves performing procedures to obtain sufficient appropriate evidence on the above reporting. The procedures selected depend on the auditor's date.	udgement, including the assessment of the risks associated with the above reporting. We accordingly performed the following procedures:	provisions of Examined that the amount of permissible capital payment (including premium) for the buy back as detailed in Annexure A is in accordance with the Section 68(2) of the Act	Inquired into the state of affairs of the Company with reference to the audited Examined the aboard of Directors' declarations for the purpose of buy back and financial statements; Ë. ≡	Obtained appropriate representations from the Management of the Company solvency of the Company; and خ	We conducted our examination of the Statement in accordance with the Guidance Note on Audit Reports and Certificates for Special Purposes issued by the Institute of Chartered Accountants of India. The Guidance Note requires that we comply with the	ethical requirements of the Code of Ethics issued by the Institute of Chartered Accountants of Indiat	We have compiled with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical We have no responsibility to update this report for events and circumstances occurring Financial Information, and Other Assurance and Related Services Engagements	date of this report. after the	Based on inquiries conducted and our examination as above, we report that:	We have inquired into the state of affairs of the Company in relation to its audited standalone financial statements as at and for the financial year ended March 31, 2019, The amount of permissible capital payment (including premium) towards the proposed $\widehat{a}$ ত্ৰ	Ξ in accordance with Section 68(2) (c) of the Act. The amounts of share capital and free reserves have been extracted from the audited standalone financial statements of the Company as at and for the year ended buy back of equity shares as computed in the Statement attached herewith is, our view properly determined March 31,2019; and $\widehat{\mathbf{c}}$	The Board of Directors of the Company, in their meeting held on May 24, 2019 have formed their opinion as specified in clause (x) of Schedule I to the SEBI	Buyback Regulations, on reasonable grounds and that the Company, having regard Based on the representations made by the management, and other information and to its state of affairs, will not be rendered insolvent within a period of one year from explanations given to us, which to the best of our knowledge and belief were necessary the date of passing the Board meeting resolution dated May 24, 2019.	for this purpose, we are not aware of anything to indicate that the opinion expressed by the Directors in the declaration as to any of the matters mentioned in the declaration is date of declaration. unreasonable in circumstances as at the Restriction on Use	This report has been issued at the request of the Company solely for use of the	Company (i) in connection with the proposed buy-back of equity shares of the Company in pursuance to the provisions of Sections 68 and other applicable provisions of the Companies Act, 2013 and the SEBI Buyback Regulations letter of offer and other documents pertaining to buy-back to be sent to the shareholders of the Company or filed with (a) the Registrar of Companies, Securities and Exchange Directors of the Company to include in the public announcement, draft letter of offer,	Board of India, stock exchanges, public shareholders and any other regulatory authority, as per applicable law and (b) the Central Depository Services (India) Limited, National Securities Depository Limited and (iii) for p	purpose	Chartered Accountants $\overline{H}$ Firm's Registration No: 101248W/W-100022 Vikas R Kasat Sd'- For B S R & Co. Mumbai 24 May 2019	Partner
	ທ່				6			7. $\infty$	Opinion	$\sigma$				10.	11.
then Cash, adie		to merger Pursuant		Consider Cash alon	other than cash, etc	Pursuant to mérger Bift		ash, etc ther than Consider Cash. ation	Gift		Consider- other than cash, etc (Cash, ation	Cash		Ter than Consider sh, etc ation (Cash, E	Cash		Consider er tha Cash	Gift		Consider agion Separation	Gift
Amount Charel Ê yalue	1.00	1,00		Amoun e S	in There)	1.00 1.00		Amount in Tare) Value Face	1,00		Amount in 7 per Share ₁ Value Face	1.00		(Amount) Lin Tper Strare) DO S eace	1.00		Amount pd x u Gine Eace	00.1		$\frac{8}{50}$ Face yalu	1.00
T Per share Acquisition Price				Anisin Price	Per share) engg			(Per share) Issue/ Acquisition Price	ž		(Per share) Acquisition Acquisition	203.55		Acquisition Acquisition Cr Petr share)	203.55	as Trustee of Mohan Anand Chandavarka	R Per share) caulsition PHOS Issale	E	as Trustee of Sandhya Mohan	SIONS Por share e Septemb E.	ž
ne Bas	737 9,99	000 45,88,	not available	$\frac{1}{2}$	42,96,770	10,57,762		$\frac{1}{2}$	11,79,897		No. of Equity	730 1,58,63,		os Equipy Shares	1,05,75,918	capacity	No. of Equity Shares	1,87,01,621		r. No. Equity	1,90,31,473
Transaction		Allotment		Nature of Transaction	transfer Inter-se	Allotment		Nature of Transaction	transfer Inter-se		Nature of Transaction	through bulk deal on stock exchange Inter-se transfer		Transacton Ø. Nature	through bulk deal on stock exchange Inter-se transfer		Nature of Transaction	Inter-se transfer		Nature of Transaction
transaction	৳ Balance as on June 30, 2006 (net of shares sold post his date)*	September 24, 2015	Details prior to June 30, 2006 are r. Nandan Mohan Chandavarkar	transection Date of	ovember 21, 2009	2015 eptember 24,	s. Aditi C Bhanot	Date of transaction	arch 31, 2015	Advisors Private Limited	transaction Date of	arch 28, 2017	lo Advisors Private Limited	transaction Date of	2017 urch 28,	idan Mohan Chandavarkar in the	tansaction Date of	vember 28, 2018	rdan Mohan Chandavarkar in the capacity ndavarkar Trust	Date of transaction	vember 28, 2018 Inter-se

which Company intimated the Stock Exchanges of the date of meeting of the Board of
Directors wherein the proposal for Buyback was considered; and (c) a premium of
approx. 30.01% and 29.92% over the 52 week high price of th Buyback is the purchase of its own Equity Shares by the Company. The objective is to maximize returns to investors, to reduce total number of shares and enhance overall shareholders value by returning cash to shareholders Pursuant to the proposed Buyback and depending on the response to the Buyback, the voting rights of the Promoter Group in the Company may increase or decrease from the existing shareholding of the total equity capital and Copy of this Public Announcement will be available on the Company's website
(www.fdcindia.com) and on the website of SEBI (www.sebi.gov.in) during the period of
the Buyback and on the websites of Stock exchanges, i.e. BSE a sum of ₹120.05 Crores (Rupees One Hundred Twenty Crore Five Lath only) (which is 8.38% of the total Paid up share capital and Free Reserves as 4arh only) (which standalone financial statements of the Company for the Fina therefore such further increase or decrease in voting rights of the Promoter Group will The Company's management strives to increase Shareholder's value and the Buyback The Buyback will result in reduction in the overall capital employed in the business, to the members holding Equity shares through Buyback. not result in any change in control over the Company. Necessity for the Buyback Buyback was approved.

Septemb

Mrs. Aditi 8

$\tilde{z}$

Novemb

Balance
June 30,
shares s this date

1.10

1.11

$\overline{a}$

Septemt

Mr. Nand

$(i)$

* Details

would result in, amongst other things:

which will, in turn lead to higher earnings per share and enhanced return on equity
and return on capital employed, return on net worth, return on assets, etc and long
term increase in shareholders' value;

$(i)$

March 28

March 31 Leo Advis

The Buyback will help the Company to distribute surplus cash to its Members
holding equity shares broadly in proportion to their shareholding, thereby, enhancing the overall return to Members; $\overline{a}$
The Buyback, which is being implemented through the Tender Offer route as
prescribed under the SEBI Buyback Regulations, would involve allocation of 15% the outlay to Small Shareholders. The Company believes that this reservation of 15% for Small Shareholders would benefit a large number of public shareholders, who would get classified as "Small Shareholder"; and 'ত 3.
The Buyback gives an option to the Members holding equity shares of the Company,
who can choose to participate and get cash in lieu of Equity Shares to be accepted
under the Buyback Offer or they may choose to not particip resultant increase in their percentage shareholding, post the Buyback Offer, without additional investment. 4.

Virgo Advi Date
Date

$(iii)$

Details of the Promoter Shareholding $\vec{a}$ $\vec{a}$

The aggregate shareholding of the Promoters and the Promoter Group of the Company
as on the date of this Public Announcement is as under:

Nandan Mo

$(viii)$

Trust

March 28

B	Name of the Shareholder	No. of Equity No. of	shares held Equity Share Form	Share Domal Equity Share Pencemage Capital
	1. Mrs. Meera Ramdas Chandavarkar	3,36,24,370	3,36,24,370	19.28
	2. Mr. Ameya Ashok Chandavarkar	1,05,40,983	1,05,40,983	6.04
	3. Ms. Nomita Ramdas Chandavarkar	55,87,737	55,87,737	3.20
	4. Mr. Nandan Mohan Chandavarkar	53,54,532	53,54,532	3.07
	5. Mrs. Aditi C. Bhanot	11,79,897	11,79,897	0.68
	6. Leo Advisors Private Limited	1,58,63,730	1,58,63,730	9.10
	7. Virgo Advisors Private Limited	1,05,75,918	1,05,75,918	6.06
8.	Nandan Mohan Chandavarkar in the capacity as Trustee of Sandhya	1,90,31,473	1,90,31,473	10.91
	Mohan Chandavarkar Trust
9.	Nandan Mohan Chandavarkar in the capacity as Trustee of	1,87,01,621	1,87,01,621	10.72
	Mohan Anand Chandavarkar Trust
	10. Mr. Mohan Anand Chandauarusr

Chandavar

Nandan

$(ix)$

November

benefits to the members holding Equity Shares of the Company and decided to allocate a sum of ₹ 120.05 Crores (Rupees One Hundred Twenty Crore Five Lakh only) (which is 8.38% of the total Paid up share capital and Free Reserves as per the audited standalone financial statements of the Company for the Financial Year ended March transaction tax, service tax, stamp duty, etc., cost for the intermediaries appointed and 31, 2019), excluding transaction cost, viz. brokerage, applicable taxes such as securities other incidental costs, which is within the maximum amount as atoresaid, for returning The Company's management strives to increase Shareholder's value and the Buyback to the members holding Equity shares through Buyback.

would result in, amongst other things:
and return on capital employed, return on net worth, return on assets, etc and long The Buyback will result in reduction in the overall capital employed in the business, which will, in turn lead to higher earnings per share and enhanced return on equity
The Buyback will help the Company to distribute surplus cash to its Members holding equity shares broadly in proportion to their shareholding, thereby, enhancing

$\dot{\sigma}$

The Buyback, which is being implemented through the Tender Offer route as of the outlay to Small Shareholders. The Company believes that this reservation prescribed under the SEBI Buyback Regulations, would involve allocation of 15% of 15% for Small Shareholders would benefit a large number of public shareholders, who would get classified as "Small Shareholder"; and
under the Buyback Offer or they may choose to not participate and enjoy a who can choose to participate and get cash in lieu of Equity Shares to be accepted resultant increase in their percentage shareholding, post the Buyback Offer, without The Buyback gives an option to the Members holding equity shares of the Company,

Details of the Promoter Shareholding

$3.1$ ື່

The aggregate shareholding of the Promoters and the Promoter Group of the Company
as on the date of this Public Announcement is as under:

Equity Share Share Demat Equity Share Percenter	Maiores		19.28	6.04	3.20	3.07	0.68	9.10	6.06	10.91		10.72
Mo _col	Form	3,36,24,370	1,05,40,983	55,87,737	53,54,532		11,79,897	1,58,63,730	1,05,75,918	1,90,31,473		1,87,01,621
No. of Equity shares held		3,36,24,370	1,05,40,983	55,87,737	53,54,532	11,79,897		1,58,63,730	1,05,75,918	1,90,31,473		1,87,01,621
Name of the Shareholder	1. Mrs. Meera Ramdas Chandavarkar		2. Mr. Ameya Ashok Chandavarkar $\overline{\phantom{a}}$	Ms. Nomita Ramdas Chandavarkar	Mr. Nandan Mohan Chandavarkar	5. Mrs. Aditi C. Bhanot	6. Leo Advisors Private Limited	Virgo Advisors Private Limited	Nandan Mohan Chandavarkar in the	capacity as Trustee of Sandhya Mohan Chandavarkar Trust	Nandan Mohan Chandavarkar in	Mohan Anand Chandavarkar Trust the capacity as Trustee of	10. Mr. Mohan Anand Chandavarkar
				4.					$\dot{\infty}$		တ

$(ix)$

		as-lenn
	September 24,	transfer 2015	42,96,770		1.00	Gift
		Allotment	10,57,762	$\blacksquare$	1.00	Pursua
$\tilde{z}$	Aditi C Bhanot Mrs.					to merg
	Logista	Natura of
	renseaction	Transaction	No. of Equity Shares	(ar share) Sequisition Siste Price	Amount T per Value Face	other the Conside Cash ation
	March 31, 2015	transfer Inter-se	11,79,897		Share)	cash, e
$\widehat{z}$	Advisors De-	Limited Private		ž	1.00	Gift
	reinsaction Date of	Internation Nature	No of Equity Shares Ō	Per share acquisition Price Press	(Amount) n R per Value Face	Conside otherafia Cash, SOF
	March 28, 2017	Inter-se	1,58,63,730		Share	cash, etc
		through bulk deal on stock exchange transfer		203.55	1.00	Cash
(iii)	Advisors Virgo	Private Limited
	pacio	Nature of
	tansaction	Transport	Equity Shares ē 98	Curiomedia Nequisition exice Band	Amount in ₹ per Value Face	Consider- Cash, ation
	March 28, 2017	Inter-se			Share	other than cash, etc)
/iii)		deal on stock through bulk exchange transfer	1,05,75,918	203.55	00.1	Cash
	Nandan Mohan Chandavarkar in the capadity as Trustee of Mohan Anand Chandavarkar
	Date of	Nature of
	tansaction	Individual	No.iof Equity Shares	Renate acquisition leanel Price	CATTOUR in t per yatue Face	Consider- anor then (Cash, enon
	2018 November 28,	Inter-se	1,87,01,621	Ξ	Share)	cash, etc
	Nandan Mohan Chandavarkar Chandavarkar Trust	$\overline{a}$ transfer	the	capacity as Trustee	1.00	Gift
	preta	Nature of				of Sandhya Mohan
	TELESTOR	Transaction	Equity Shares No.of	Acquisition Price Gauel	enco 80	Consider- ation

from the Management of the Company iv. Obtained appropriate representations pany; and

We conducted our examination of the Statement in accordance with the Guidance Note on Audit Reports and Certificates for Special Purposes issued by the Institute of Chartered Accountants of India. The Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by the Institute of Chartered

We have complied with the relevant applicable requirements of the Standard on Quality We have no responsibility to update this report for events and circumstances occurring Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.

$\infty$

Opinion

Based on inquiries conducted and our examination as above, we report that:
a) We have inquired into the state of affairs of the Company in relation to its audited standalone financial statements as at and for the financial year ended á
our view properly determined in accordance with Section 68(2) (c) of the Act. The The amount of permissible capital payment (including premium) towards the proposed amounts of share capital and free reserves have been extracted from the audited standalone financial statements of the Company as at and for the year ended buy back of equity shares as computed in the Statement attached herewith is, i
- The Board of Directors of the Company, in their meeting held on May 24, 2019 have formed their opinion as specified in clause (x) of Schedule I to the SEBI Buyback Regulations, on reasonable grounds and that the Company, having regard to its state of affairs, will not be rendered insolvent within a period of one year from the date of passing the Board meeting resolution dated May 24, 2019. $\overline{c}$
- Based on the representations made by the management, and other information and explanations given to us, which to the best of our knowledge and belief were necessary for this purpose, we are not aware of anything to indicate that the opinion expressed by the Directors in the declaration as to any of the matters mentioned in the declaration is unreasonable in circumstances as at the date of declaration.
  - Restriction on Use 11.

(viii)

10.

This report has been issued at the request of the Company solely for use of the in pursuance to the provisions of Sections 68 and other applicable provisions of the Companies Act, 2013 and the SEBI Buyback Regulations, (ii) to enable the Board of Company (i) in connection with the proposed buy-back of equity shares of the Company letter of offer and other documents pertaining to buy-back to be sent to the shareholders Directors of the Company to include in the public announcement, draft letter of offer, of the Company or filed with (a) the Registrar of Companies, Securities and Exchange Board of India, stock exchanges, public shareholders and any other regulatory authority as per applicable law and (b) the Central Depository Services (India) Limited, National Securities Depository Limited and (iii) for providing to the managers, each for the purpose of extinguishment of equity shares and may not be suitable for any other

24 May 2019 Mumbai

Gift

$\bar{z}$

1,90,31,473

transfer

Vovember 28, 2018 | Inter-se

in Ther $00.1$

Chartered Accountants Firm's Registration No: 101248W/W-100022

For B S R & Co. LLP

Vikas R Kasat Sd/-

Contd.

Membership No. 105317 JDIN: 19105317AAAAAZ4269

Partner

FDC Limited

(ClN: 124239MH1940P1C003176) Registered Office: B-8, M.l.D.C. lndustrial Estate, Waluj -431 130, Dist. Aurangabad, Maharashtra Tel: +91 240 255 4407; Fax: +91.240 255 4299 Correspondence Address: C-3 SKYVISTAS, Near Versova Police Station 1064, J. P. Road, Andheri (West), Mumbai - 400 053 Tel: +91 2226739215

Website: www.fdcindia.com, Email: [email protected] Contact Person: Ms. Varsharani Katre, Company Secretary and Compliance Officer

PUBLIC ANNOUNCEMENT

FOR THE ATTENTION OF EQUITY SHAREHOLDERS / BENEFICIAL OWNERS OF THE EQUITY SHARES OF FDC LIMITED FOR THE BUY BACK OF EQUITY SHARES THROUGH A TENDER OFFER UNDER THE SECURITIES AND EXCHANGE BOARD OF INDrA (BUYBACK OF SECURTTTES) REGULATTONS, 2018, AS AMENDED

This Public Announcement (the "Public Announcement") is being made pursuant to the provisions of Regulation 7(i) of the Securities and Exchange Board of lndia (Buyback of Securities) Regulations, 2018 as amended thereto (the "SEBI Buyback Regulations") and contains the disclosures as specified in Schedule ll to the SEBI Buyback Regulations read with Schedule I of SEBI Buyback Regulations.

oFFER FOR BUYBACK OF UpTO 34,30,000 (THTRTY FOUR LAKH THTRTY THOUSAND) FULLY PArD-UP EQUITY SHARES OF FACE VALUE OF RE, 1/. (RUPEE ONE ONLY) EACH ("EQUITY SHARES,,) OF FDC LIMITED AT A PRICE OF RS. 350/. (RUPEES THREE HUNDRED FIFTY ONLY) PER FULLY PAID.UP EqUITY SHARE ON A PROPORTIONATE BASIS THROUGH THE TENDER OFFER PROCESS.

1. Details of the Buyback Offer and Offer Price

1.1 The Board of Directors of the Company, at its meeting held on May 24,2019 had, subject to the approval of statutory, regulatory or governmental authorities as may be required under applicable laws, approved a buyback of 34,30,000 Equity Shares ofthe Companyfor an aggregate amount not exceeding Rs. 120.05 Crore (Rupees One Hundred Twenty Crore Five Lakh only) (the "Buyback Size") excluding transaction cost, viz. brokerage, applicable taxes such as securities transaction tax, service tax, stamp duty, etc., cost for the intermediaries appointed and other incidental costs ("Transaction Cost") (representinB 8.38% of the Paid up share capital and free reserves as on March 31,2019) at a price of Rs.350/- (Rupees Three Hundred Fifty only) (the "Buyback Price") per Equity Share from the existing Members / Shareholders holding equity shares of the Company on a proportionate basis through the "Tender Offer" route as prescribed under the SEBI Buyback Regulations read with SEBI Circular CIR/CFD/POLICYC1LLII/2015 dated April 13,2015 read with circular no. CFD/DCR2/ClRlPl2Ol3/L3L dated December 09, 2016 and in accordance with the Act & the Rules made thereunder (the "Buyback").
1.2 The Buyback shall be undertaken on a proportionate basis from the Shareholders as on June 07, 2019 (the "Record Date") through the Tender Offer route prescribed under Regulation 4(iv)(a) of the SEBI Buyback Regulations. Additlonally, the Buyback shall be, subject to applicable laws, facilitated by tendering of Equity Shares by such Shareholders and settlement of the same, through the stock exchange mechanism as specified by SEBI in the circular bearing number CIR/ CFD/POLICY CELL/712015 dated April 13, 2015 read with circular no. CFD/DCR2/C|R/P/2013/737 dated December 09, 2016 (the "SEBI Circulars").

1.3 ln terms of the SEBI Buyback Regulations, under Tender Offer route, the Promoter and the Promoter Group of the Company has the option to participate in the Buyback. ln this regard, The Promoters and the Promoter Group entities vide their individual letters dated May 22,2019 have informed the Company regarding their intention to participate in the Buyback.
1,.4 The Buyback is in accordance with the provisions contained in the Article 13 of the Articles of Association of the Company, Section 68, 69, 70 and 179 and all other applicable provisions, if any of the Companies Act 2013, Companies (Share Capital and Debentures) Rules, 2014 to the extent applicable, the Companies (Management and Administration) Rules,2014 and the provisions of the SEBI Buyback Regulations to the extent applicable. The Buyback is subject to the approvals, permissions and sanctions of statutory, regulatory or Governmental authorities as may be required under applicable laws from time to time, including but not limited to the approvals of SEBI, NSE and BSE, wherever applicable.
1.5 The aggregate Paid-up equity capital and Free Reserves of the Company as on March 31, 2019 was Rs. 1,432.65 Crores (Rupees One Thousand Four Hundred Thirty Crore Sixty Five Lakhs only) and under the provisions of the Act, the funds deployed for Buyback approved by the Board of Directors will not exceed 70% of the Paid-up capital and Free Reserves of the Company under Board approval route. Accordingly, the maximum amount that can be utilized in the present Buyback is Rs. 143.26 Crore (Rupees One Hundred Forty Three Crore and Twenty Six Lakhs only). The aggregate amount proposed to be utilised for the Buyback is upto Rs. 120.05 Crore excluding transaction cost, viz. brokerage, applicable taxes such as securities transaction tax, service tax, stamp duty, etc., cost for the intermediaries appointed and other incidental costs, which is within the maximum amount as aforesaid.
1.6 Further, under the Act, the number of equity shares that can be bought back in any financial year cannot exceed 25% of the total paid-up equity share capital of the Company in that financial year. Since the Company proposes to Buyback 34,30,000 Equity Shares through this buyback in the financial year 2019-20, which represents 137% of the total number of equity shares in the total paidupequitysharecapital of theCompany,thesameiswithintheaforesaid 25%limit.
L,7 The Buyback shall be made out of the Free Reserves of the Company as at March 31, 2019 based on the audited standalone financial statements of the Company for the year ended March 31, 2019. The Company shall transfer a sum equal to the nominal value ofthe Equity Shares so bought back through the Buyback to the Capital Redemption Reserve Account and the details of such transfer shall be disclosed in its subsequent audited Balance 5heet.
1.8 The post Buyback, both on standalone and consolidated basis, debt-equlty ratio of the Company will be below the maximum allowable limit of 2:1 specified under the Act.
1.9 The Buyback Price of Rs. 350 per Equity Share represents (a) a premium of approx. 1,07,04% and 106.79% over the closing prices on the NSE and BSE respectively on May 20,2079, being the working day immediately preceding the date on which Company intimated the Stock Exchanges of the date of meeting of the Board of Directors wherein the proposal for Buyback was considered; (b) a premium of approx. 109J3% and tlO.48% over the volume weighted average price of the Equity Shares on the NSE and BSE respectively during the 60 working days preceding May 21, 2019, being the day on which Company intimated the Stock Exchanges of the date of meeting of the Board of Directors wherein the proposal for Buyback was considered; and (c) a premium of approx. 3O.O1% and 29.92% over the 52 week high price of the Equity Shares on NSE and BSE respectively, immediately before the date of the Board Meeting in which the Buyback was approved.
1. L0 Pursuant to the proposed Buyback and depending on the response to the Buyback, the voting rights of the Promoter Group in the Company may increase or decrease from the existing shareholding of the total equity capital and voting rights of the Company. The Promoter Group of the Company are already in control over the Company and therefore such further increase or

decrease in voting rights of the Promoter Group will not result in any change in control over the Company.

1.1-1 Copy of this Public Announcement will be available on the Company's website (www.fdcindia.com) and on the website of SEBI (www.sebi.gov.in) during the period of the Buyback and on the websites of Stock exchanges, i.e. BSE and NSE.

2. Necessity for the Buyback

Buyback is the purchase of its own Equity Shares by the Company. The objective is to maximize returns to investors, to reduce total number of shares and enhance overall shareholders value by returning cash to shareholders in an efficient and investor friendly manner. The Board of Directors of the Company at its meeting held on May 24,2019 considered the accumulated Free Reserves as well as cash liquidity reflected in the audited accounts for the Financial Year ended March 31, 2019 and benefits to the members holding Equity Shares of the Company and decided to allocate ^a sum of Rs. 120.05 Crores (Rupees One Hundred Twenty Crore Five Lakh only) (which is 8.38% of the total Paid up share capital and Free Reserves as per the audited standalone financial statements of the Company for the Financial Year ended March 31, 2019), excluding transaction cost, viz. brokerage, applicable taxes such as securities transaction tax, service tax, stamp duty, etc., cost for the intermediaries appointed and other incidental costs, which is within the maximum amount as aforesaid, for returning to the members holding Equity shares through Buyback.

The Company's management strives to increase Shareholder's value and the Buyback would result in, amongst other things:

1. The Buyback will result in reduction in the overall capital employed in the business, which will, in turn lead to higher earnings per share and enhanced return on equity and return on capital employed, return on net worth, return on assets, etc and long term increase in shareholders' va I ue;
1. The Buyback will help the Company to distribute surplus cash to its Members holding equity shares broadly in proportion to their shareholding, thereby, enhancing the overall return to Members;
1. The Buyback, which is being implemented through the Tender Offer route as prescrlbed under the SEBI Buyback Regulations, would involve allocation of 15% of the outlay to Small Shareholders. The Company believes that this reservation of L5% for Small Shareholders would benefit a large number of public shareholders, who would get classified as "Small Shareholder"; and
1. The Buyback gives an option to the Members holding equity shares of the Company, who can choose to participate and get cash in lieu of Equity Shares to be accepted under the Buyback Offer or they may choose to not participate and enjoy a resultant increase in their percentage shareholding, post the Buyback Offer, without additional investment.

3. Details of the Promoter Shareholding

3.1 The aggregate shareholding of the Promoters and the Promoter Group of the Company as on the date of this Public Announcement is as under:

Sr.	Name of the Shareholder	No. of Equity	No. of Equity	Percentage of
No,		shares held	Shares in	Equity Share
			Demat Form	Capital
1	Mrs. Meera Ramdas Chandavarkar	70 2 3	370 3	1,9.28
2.	Mr. Ameya Ashok Chandavarkar	1,05,40,983	1,05,40,983	6.04
3.	Ms. Nomita Ramdas Chandavarkar	55,87,737	55,87,737	3.20
4.	Mr. Nandan Mohan Chandavarkar	__13,_slrl2	53,54,532	3.07
5.	Mrs. Aditi C. Bhanot	11,79,897	11,79,897	0.68
6.	Leo Advisors Private Limited	1,s 8,63,730	1,5 8,6 3,7 3 0	9.10

Sr. No,	Name of the Shareholder	No. of Equity shares held	No. of Equity Shares in Demat Form	Percentage of Equity Share Capital
7.	Virgo Advisors Private Limited	1,05,75,9 18	1,05,75,918	6.06
8	Nandan Mohan Chandavarkar in the capacity as Trustee of Sandhya Mohan Chandavarkar Trust		1,90,3L,473 1,,90,3I,473	10.91
9	Nandan Mohan Chandavarkar in the capacity as Trustee of Mohan Anand Chandavarkar Trust	1,87,01,621	7,87,0L,621.	1,0.72
10.	Mr. Mohan Anand Chandavarkar
11.	Mrs. Sandhya Mohan Chandavarkar
1,2.	Mr. Ashok Anand Chandavarkar
13.	Mrs. Mangala Ashok C handava rkar
	Total	L2,04,60,261	12,04,60,26L	69.07

3.2 No shares were either purchased or sold by the Promoter and Promoter Group, during the period of 6 months preceding the date of the Board Meeting at which the proposal for Buyback was approved, i.e. from November 25,2O1.B to May 24,2019, except as under:

Date of Tra nsaction	Name of Buyer	Name of the Seller	Aggregate No. of Equity Shares purchased / sold	Nature of Transaction	Consider ation (in cr.)
November 28,2018	Nandan Mohan Chandavarkar in the capacity as Trustee of Mohan Anand Chandavarkar Trust	Mohan Anand C ha ndava rka r	1,,87,01,62r	I nter-se Transfer	By way of gift
November 28,2078	Nandan Mohan Chandavarkar in the capacity as Trustee of Sandhya Mohan Chandavarkar Trust	Sandhya Mohan Chandavarkar	1,90,31,473	I nter-se Tra n sfe r	By way of gift

4. lntention of the Promoter and Promoter Group of the Company to tender equity shares for Buyback indicating the number of shares, details of acquisition with dates and price

ln terms of the SEBI Buyback Regulations, under Tender Offer route, the promoter Group has the option to participate in the Buyback. ln this regard, all the Promoters and the promoter Group entities vide their individual letters dated May 22, 2019 have informed the Company regarding their intention to participate in the Buyback and offer to tender their pro rata entitlement against the shares held by them as on the Record Date and may also tender such additional number of shares, as they may decide subsequently depending upon publicly available information at the time of such decision making, in compliance with the SEBI Buyback Regulations. However, the Promoter and Promoter Group shall not tender more than 12,04,60,261, Equity Shares under the Buyback, being the total number of Equity Shares held by them. 4.L
The details of the date and price of acquisition of the Equity Shares that promoter & promoter Group intends to tender are set out below: 4,2

Date of tra nsaction	Nature of Transaction	No. of Equity Shares	lssue / Acquisition Price (Rs. Per share)	Face Value (Amount in Rs. per Share)	Consideration (Cash, other than cash, etc)
Balance as on		1,98,52,37		1.00

(i) Mrs. Meera Ramdas Chandavarkar

June 30, 2006 (net of shares sold post this date) *		0
September	Allotment	1.,37,64,O0		1.00 Pursuant to
24,2075		0		merger
August 08,	Buy	8,000	180.00	1.00 Cash
201,7				consideration
	* Details prior to June 30, 2006 are not available.

(ii) Mr. Ameya Ashok Chandavarkar

Date of transaction	Nature of Transaction	No. of Equity Shares	Face Value (Amount in Rs. per Share)	Consideration (Cash, other than cash, etc)
Balance as on June 30, 2006 (net of shares sold post this date) *		3 6,1 8,399	1.00
08 20LL	September lnter-se Transfer	6,10,000	1.00 Gift
201,1,	December 30, lnter-se Transfer	3,09,7s0	1.00 Gift
September 24,2015	Allotment	60,02,834		1.00 Pursuant to merger
	* Details prior to June 30, 2006 are not available

(iii) Ms. Nomita Ramdas Chandavarkar

Date of tra nsaction	Nature of Transaction	No. of Equity Shares	lssue / Acquisition Price (Rs. Per share)	Face Value (Amount in Rs. per Share)	Consideration (Cash, other than cash, etc)
Balance as on June 30, 2006 (net of shares sold post this date) *		9,99,737		1.00
September 24,2015	Allotment	45,88,000			1.00 Pursuant to merger

* Details prior to June 30, 2006 are not available

(iv) Mr. Nandan Mohan Chandavarkar

Date of tra nsaction	Nature of Transaction	No. of Equity Sha res	Consideration (Cash, other than cash, etc)
November	lnter-se transfer	42,96,770	1.00 G ift
21,,2009
September	Allotment	10,57,762	1.00 Pursuant to
24,201,5			merger

(v) Mrs. Aditi C Bhanot

Date of	No. of	lssue /	Face Value	Consideration
transaction	Equity	Acquisition	(Amount in	(Cash, other
	Shares	Price	Rs.	than

			Per share)	Share)
March 31,	lnter-se transfer	L1,,79,897	Nit	1.00 Gift
2015

(vi) Leo Advisors Private Limited

Date of transaction	Nature of Transaction	No. of Equity Shares	lssue / Acquisition Price (Rs. Per share)	Face Value (Amount in Rs. per Share)	Consideration (Cash, other than cash, etc)
March 28, 2017	lnter-se transfer through bulk deal on stock exchange	1.,58,63,73 0	203.55		1.00 Cash

(vii) Virgo Advisors Private Limited
--------------------------------------	--

Date of transaction	Nature of Transaction	No. of Equity Shares	lssue / Acquisition Price (Rs. Per share)	Face Value (Amount in Rs. per Share)	Consideration (Cash, other than cash, etc)
March 28,	lnter-se transfer through	1,05,75,9L	203.ss		1.00 Cash
20L7	bulk deal on stock exchange	8

(viii) Nandan Mohan Chandavarkar in the capacity as Trustee of Mohan Anand Chandavarkar Trust

Date of transaction	Nature of Transaction	No, of Equity Shares	lssue / Acquisition Price (Rs. Per share)	Face Value (Amount in Rs. per Share)	Consideration (Cash, other than cash, etc)
November	lnter-se transfer	1,87,01,,62	Nil	1.00 G ift
28,2078		7

(ix) Nandan Mohan Chandavarkar in the ca pacity as Trustee of Sandhya Mohan Chandavarkar Trust

Date of transaction	Nature of Transaction	No. of Equity Sha res	lssue / Acquisition Price (Rs. Per share)	Face Value (Amount in Rs. per Share)	Consideration (Cash, other than cash, etc)
November	lnter-se transfer	1,90,37,47	Nil	1.00 G ift
28,2018		3

Mr. Mohan Anand Chandavarkar, Mrs. Sandhya Mohan Chandavarkar, Mr. Ashok Anand Chandavarkar and Mrs. Mangala Ashok Chandavarkar are also the Promoters of the Company but do not hold any equity shares.

5 The Company confirms that there are no defaults made or subsisting in the repayment of deposits or interest thereon, redemption of debentures or interest payment thereon, redemption of preference shares or payment of dividend to any shareholder, repayment of term loans or interest thereon to any financial institution or banks.
The Board of Directors confirms that it has made a full enquiry into the affairs and prospects of the Company and has formed the opinion as on the date of passing the board resolution approving the Buyback i.e. May 24,20L9: 6.
(i) that there are no defaults subsisting in repayment of deposits, redemption of debentures or preference shares or repayment of term loans to any financial institutions or banks
(ii) that immediately following the date of the Board Meeting held on May 24,2019, there will be no grounds on which the Company could be found unable to pay its debts;
(iii) that as regards the Company's prospects for the year immediately following the date of the Board Meeting held on May 24,2019, having regard to the Board's intentions with respect to the management of the Company's business during that year and to the amount and character of the financial resources, which will, in the Board's view, be

available to the Company durlng that year, the Company will be able to meet its liabilities as and when theyfalldue and will not be rendered insolvent within a period of one year from the date of the Board Meeting approving the Buyback; and

(iv) that in forming its opinion aforesaid, the Board has taken into account the liabilities (including prospective and contingent liabilities) as if the Company were being wound up underthe provisions of the Companies Act orthe lnsolvency and Bankruptcy Code 20j.G (to the extent notified and in force).
7 The text of the Report addressed by the Statutory Auditor dated May 24,2}tg received from M/s B S R & Co. LLP, Chartered Accountants, Statutory Auditors of the Company, addressed to the Company is reproduced below:

Quote

Private and confidential

The Board of Directors FDC Limited Sky Vista Building, J P Road DN Nagar-Andheri West MUMBAI4OO 053

Dear Sirs / Madam

Subject: Statutory Auditor's report in respect of proposed buy back of equity shares by FDC Limited as per Clause (xi) of Schedule I to the Securities and Exchange Boardof lndia (Buyback of Securities) Regulations, 2018, as amended

This report is issued in accordance with the terms of our engagement letter dated 04 October 2018 and addendum to engagement letter dated 10 March 201.9. The Board of Directors of FDC Limited ("the company") have approved a proposed buy-back of Equity shares by the company at its meeting held on May 24,2019, in pursuance of the provisions of Section 68, 69 and 70 of the Companies Act,20l,3 (the "Act") read with the Securities and Exchange Board of tndia (Buyback of Securities) Regulations, 2018 as amended ("SEBl Buyback Regulations"). 1.
The accompanying Statement of permissible capital payment (including premium) ('Annexure A') as at March 37,2019 (hereinafter referred to as the "statement") is prepared by the management of the Company, which we have initialed for identification purposes only. 2

Management's Responsibility for the Statement

The preparation of the Statement is in accordance with Section 68(2)(c) of the Act and ensuring compliance with Section 68,69 and 70 of the Act and SEBI Buy-back Regulations, is the responsibility of the Management of the Company, including the computation of the amount of the permissible capital payment, the preparation and maintenance of all accounting and other relevant supporting records and documents. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the Statement and applying an appropriate basis of preparation; and making estimates that are reasonable in the circumstances. 3

Auditors' Responsibility

Pursuant to the requirements of the SEBI Buy-back Regulations, it is our responsibility to provide ^a reasonable assurance whether: 4.
i. we have inquired into the state of affairs of the Company in relation to the audited standalone financial statements as at andfor the year ended March 31,2019 which have been audited by us, on which we have issued an unmodified opinion vide our report dated 24 May 2019;

the amount of the permissible capital payment (including premium) as stated in Annexure ^A for the proposed buy-back of equity shares has been properly determined considering the audited standalone financial statements in accordance with Section 68(2)(c) of the AcU and
Ir. the Board of Directors of the Company in their meeting dated May 24,ZOlg, have formed the opinion as specified in clause (x) of Schedule lto the SEBI Buyback Regulations, on reasonable grounds and that the Company will not, having regard to its state of affairs, be rendered insolvent within a period of one year from that date.
1. Our engagement involves performing procedures to obtain sufficient appropriate evidence on the above reporting. The procedures selected depend on the auditor's judgement, including the assessment of the risks associated with the above reporting. We accordingly performed the following proced u res:
i. Examined that the amount of permissible capital payment (including premium) for the buy
back as detailed in Annexure A is in accordance with the provisions of Section 68(2) of the Act ii. lnquired into the state of affairs of the Company with reference to the audited financial statem ents;
iii. Examined the Board of Directors' declarations for the purpose of buy back and solvency of the Company; and
iv. obtained appropriate representations from the Management of the company
1. We conducted our examination of the Statement in accordance with the Guidance Note on Audit Reports and Certificates for Special Purposes issued by the lnstitute of Chartered Accountants of lndia. The Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by the lnstitute of Chartered Accountants of lndia.
we have complied with the relevant applicable requirements of the standard on euality control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial lnformation, and Other Assurance and Related Services Engagements. l
We have no responsibility to update this report for events and circumstances occurring after the date of this report. 8

Opinion

1. Based on inquiries conducted and our examination as above, we report that:
a) We have inquired into the state of affairs of the Company in relation to its audited standalone financial statements as at and for the financial year ended March 31, 2019;
b) The amount of permissible capital payment (including premium) towards the proposed buy back of equity shares as computed in the Statement attached herewith is, in our view properly determined in accordance with Section 68(2) (c) of the Act. The amounts of share capital and free reserves have been extracted from the audited standalone financial statements of the Company as at and for the year ended March 31,2019; and
c) The Board of Directors of the Company, in their meeting held on May 24,2019 have formed their opinion as specified in clause (x) of Schedule lto the SEBl Buyback Regulations, on reasonable grounds and that the Company, having regard to its state of affairs, will not be rendered insolvent within a period of one year from the date of passing the Board meeting resolution dated May 24,2019.
1. Based on the representations made by the management, and other information and explanations given to us, which to the best of our knowledge and belief were necessary for this purpose, we are not aware of anything to indicate that the opinion expressed by the Directors in the declaration as to any of the matters mentioned in the declaration is unreasonable in circumstances as at the date of decla ration.

Restriction on Use

This report has been issued at the request of the Company solely for use of the Company (i) in connection with the proposed buy-back of equity shares of the Company in pursuance to the provisions of Sections 68 and other applicable provisions of the Companies Act, 2013 and the SEBI Buyback Regulations, (ii) to enable the Board of Directors of the Company to include in the public announcement, draft letter of offer, letter of offer and other documents pertaining to buy-back to be sent to the shareholders of the Company or filed with (a) the Registrar of Companies, Securities and Exchange Board of lndia, stock exchanges, public shareholders and any other regulatory authority as per applicable law and (b) the Central Depository Services (tndia) Limited, National Securities Depository Limited and (iii) for providing to the managers, each for the purpose of extinguishment of equity shares and may not be suitable for any other purpose.

FoTBSR&Co.LLP Chartered Accountonts Firm's Registration No: 701248W /W -1,00022

Mumbai 24 May 2019

sd/- Vikas R Kasat Partner Membership No. 105317 ^UDl N : 19 1053 77 AAAAAZ4269

Annexure A:

Statement of permissible capital payment (including premium)

Computation of amount of permissible capital payment towards buy back of equity shares of FDC Limited in accordance with proviso to Section 68 (2) of the Companies Act, 2013 (the ',Act,,) and proviso to of the sEBt Bu back

Pa rticu la rs	Amount
	(Rs. in crore)
Paid up equity share capital as on March 31, 20i.9*	1.7.44
(17,44,03,08! equity shares of face value Re. 1 each)
Share forfeiture accou nt	0.08
Free reserves as on March 201,9fl
Securities remium accounta	0.00
General reserves*	3 19.56
Profit and loss balance*	1,09 5.57
Total	7,432.65
permissible under the Act / Buyback Regulations with approval of Maximum amount	3s8.16
the Board of Directors
10% of the total paid up equity share capital and free reserves, if the buyback is carried	1,43.26
through tender offer route (in accordance with the Chapter lll of the Buyback
s and Section of the Act R
Maximum amount permitted by Board Resolution dated May 24, 2Ol9 approving the	120.05
Buyback, based on the audited accounts for the year ended March 31, 2019

* The amounts ^h ave been extracted from the audited standalone financial statements ofthe Company as at and forthe year ended 31 March 2019 and rounded offto the nearest crores.

Free reserves are as per sub clause 43 of Section 2 and explanation ll to Section 68 of the Act

For and on behalf of the Board of Directors of FDC Limited

sd/- Sanjay Jain Associate Vice President - Corporate Finance

Mumbai 24 May 2079

Unquote

8. Record date and shareholder entitlement

8.l-As required under the SEBI Buyback Regulations, the Company has fixed Friday, June 07,20t9, as the Record Date for the purpose of determining the entitlement and the names of the Eligible Shareholders.
8.2 The Equity Shares to be bought back, as part ofthe Buyback is divided in to two categories: (a) reserved category for Small Shareholders (defined under Regulation 2(i)(n) of the SEBI Buyback Regulations as a shareholder, who holds shares or other specified securities whose market value, on the basis of closing price on the recognized stock exchange in which the highest trading volume, as on record date, is not more than INR 2,O0,OOO (Rupees two lakhs only); and
(b) the general category for all other shareholders.
8.3 ln accordance with Regulation 6 of the SEBI Buyback Regulations, 15% (fifteen percent) of the number of Equity Shares which the Company proposes to Buyback or number of Equity Shares entitled as per the shareholding of Small Shareholders, whichever is higher, shall be reserved for the Small Shareholders as part of this Buyback.
8.4 On the basis of the Shareholding as on the Record Date, the Company will determine the entitlement of each Shareholder to tender their Equity Shares in the Buyback. This entitlement for each Shareholder will be calculated based on the number of Equity Shares held by the respective Shareholder as on the Record Date and the ratio of Buyback applicable in the category to which such Shareholder belongs. The final number of Equity Shares the Company will purchase from the Shareholders will be based on the Equity Shares tendered. Accordingly, the Company may not purchase all ofthe Equity Shares tendered by Shareholders over and above their entitlement.
8.5 After accepting the Equity Shares tendered on the basis of entitlement, the Equity Shares left to be bought back, if any, in one category shall first be accepted, in proportion to the Equity Shares tendered over and above their entitlement in the offer by Shareholders in that category, and thereafter from Shareholders who have tendered over and above their entitlement in other category.
8.6 ln order to ensure that the same Eligible Shareholder with multiple demat accounts/folios do not receive a higher entitlement under the Small Shareholder category, the Equity Shares held by such Eligible Shareholder with a common PAN shall be clubbed together for determining the category (Small Shareholder or General Category) and the Buyback Entitlement. ln case of joint shareholding, the Equity Shares held in cases where the sequence of the PANs of the joint shareholders is identical shall be clubbed together. ln case of Eligible Shareholders holding physical shares, where the sequence of PANs is identical and where the PANs of all joint shareholders are not available, the Registrar to the Buyback will check the sequence of the names of the joint holders and club together the Equity Shares held in such cases where the sequence of the PANs and name of joint shareholders are identical. The shareholding of institutional investors like mutual funds, insurance companies, foreign institutional investors/foreign portfolio investors etc. with common PAN are not proposed to be clubbed together for determining their entitlement and will be considered separately, where these Equity Shares are held for different schemes/subaccounts and have a different demat account nomenclature based on information prepared by the Registrar to the Buyback as per the shareholder records received from the Depositories. Further, the Equity Shares held under the category of "clearing members" or "corporate body margin account" or "corporate body - broker, as per the beneficial position data as on Record Date with common PAN are not proposed to be clubbed together for determining their entitlement and will be considered separately, where these Equity Shares are assumed to be held on behalf of clients.

8.7 The Eligible Shareholders participation in the Buyback will be voluntary. The Eligible Shareholders can choose to participate, in full or in part, and get cash in lieu of Equity Shares to be accepted under the Buyback or they may choose not to participate and enjoy a resultant increase in their percentage shareholding, post Buyback, without additional investment. The Eligible Shareholders may also tender a part of their entitlement. The Eligible Shareholders also have the option of tendering additional Equity Shares (over and above their entitlement) and participate in the shortfall created due to non-participation of some other shareholders, if any.
8.8 The maximum tender under the Buyback by any Shareholder cannot exceed the number of Equity Shares held by the Shareholder as on the Record Date.
8.9 The Equity Shares tendered as per the entitlement by Shareholders as well as additional Equity Shares tendered, if any, will be accepted as per the procedure laid down in SEBI Buyback Regulations.
8.10 Detailed instructions for participation in the Buyback (tender of Equity Shares in the Buyback) as well as the relevant time table will be included in the Letter of Offer which will be sent in due course to the Shareholders as on Record Date.

9. Process and Methodology to be adopted for Buyback

The Buyback is open to all Equity Shareholders/beneficial owners of the Company holding Equity Shares either in physical and/or electronic form on the Record Date. 9.1
The Company proposes to affect the Buyback through Tender Offer, on a proportionate basis. The Letter of Offer, outlining the terms of the Buyback Offer as well as the detailed disclosures as specified in the SEBI Buyback Regulations, will be mailed/couriered to Equity Shareholders of the Company whose names appear on the register of members of the Company, or who are beneficial owners of Equity Shares as perthe records of Depositories, on the Record Date. 9.2
The Company will not accept any Equity Shares offered for Buyback where there exists any restraint order of a Court/ any other competent authority for transfer / disposall sale or where loss of share certificates has been notified to the Company or where the title to the Equity Shares is under dispute or otherwise not clear or where any other restraint subsists. 9.3
The Company shall comply with Regulation 24(v) of the SEBI Buyback Regulations which states that the Company shall not Buyback locked-in Equity Shares and non-transferable Equity Shares till the pendency of the lock-in or till the Equity Shares become transferable. 9.4
The Company shall accept all the Equity Shares validly tendered for the Buyback by Eligible Shareholders, on the basis oftheir Buyback Entitlement as on the Record Date. 9.5
After accepting the Equity Shares tendered on the basis of Buyback Entitlement, Equity Shares left to be bought as a part of the Buyback, if any, in one category shall first be accepted, in proportion to the Equity Shares tendered, over and above their Buyback Entitlement, by Eligible Shareholders in that category, and thereafter, from Eligible Shareholders who have tendered over and above their Buyback Entitlement, in any other category. 9.6
9.7 The Buyback shall be implemented by the Company using the "Mechanism for acquisition of shares through Stock Exchange" notified by SEBI circular No. CIR/CFD/POLICYCELL/1/2015 dated April 13,2015 read with circular bearing number CFD/DCR2/ClR/P/2016/73I dated December 09, 2015 and following the procedure prescribed in the Companies Act and the SEBI Buyback Regulations and as may be determined by the Board and on such terms and conditions as may be permitted by law from time to time.
For implementation of the Buyback, the Company has appointed Eureka Stock & Share Broking Services Limited as the registered broker to the Company (the "Company Broker") through whom 9.8

the purchases and settlements in respect of the Buyback would be made by the Company. The details of the Company's Broker are as follows:

riln:xn

Eureka Stock & Share Broking Services Limited DN-51, Merlin lnfinite 11th Floor Salt Lake, Sector V Kolkata - 700 091 Tel: +9L 33 6628 0000 Fax: +91 33 221,0 51,84 Website: www.eurekasec.com

9.9 The Company will use the Acquisition Window of NSE, the Designated Stock Exchange to facilitate placing of sell orders by Shareholders who wish to tender their Equity Shares in the Buyback. The details of the platform will be as specified by the NSE from time to time.
9.10 At the beginning of the tendering period, the order for buying Equity Shares shall be placed by the Company through the Company's Broker. During the tendering period, the order for selling the Equity shares will be placed by the shareholders through their respective Shareholder Broker during normal trading hours of the secondary market.

9.11 Procedure to be followed by Shareholders holding Equity Shares in the dematerialized form

(1) Eligible Shareholders who desire to tender their Equity Shares in the electronic form under the Buyback would have to do so through their respective Shareholder Broker by indicating to their broker the details of Equity Shares they intend to tender under the Buyback.
(2) The Shareholder Broker would be required to place an order / bid on behalf of the Eligible Shareholders who wish to tender Equity Shares in the Buyback using the Acquisition Window of the Designated Stock Exchange. Before placing the bid, the Eligible Shareholder would be required to transfer the tendered Equity Shares into the special account of lndian Clearing Corporation Limited (referred to as the "Clearing Corporation"), by using the early pay in mechanism as prescribed by the Designated Stock Exchange or the Clearing Corporation prior to placing order / bid on the Designated Stock Exchange's lnternet Based - Book Building Software ("lBBS") platform by the Shareholder Broker. For further details, Eligible Shareholders may refer to the circulars issued by Designated Stock Exchange and / or Clearing Corporation.
(3) The details of the Special Account of Clearing Corporation shall be informed in the issue opening circular that will be issued by NSE / Clearing Corporation.
( ) For Custodian Participant orders for demat Equity Shares, early pay-in is mandatory prior to confirmation of order by custodian. The custodian shall either confirm or reject the orders not later than the closing of trading hours on the last day of the Date of closing of the Offer. Thereafter, all unconfirmed orders shall be deemed to be rejected. For all confirmed Custodian Participant orders, order modification shall revoke the custodian confirmation and the revised order shall be sent to the custodian again for confirmation.
(5) Upon placing the bid, the Shareholder Broker shall provide a TRS generated by the exchange bidding system to the Shareholder. TRS will contain the details of order submitted like Bid lD No., Application No., DP lD, Client lD, number of Equlty Shares tendered etc.
(6) ln case of non-receipt of the completed Tender Form and other documents, but receipt of Equity Shares in the special account ofthe clearing corporation and a valid bid in the exchange bidding system, the Buyback shall be deemed to have been accepted, for demat Eligible Sh areh olders.

(7) The Eligible Shareholders will have to ensure that they keep the DP Account active and unblocked to receive credit in case of return of Equity Shares due to rejection or due to prorated Buyback decided by the Company.

9.L2 Procedure to be followed by registered Shareholders holding Equity Shares in the physical form:

(1) As per the proviso to Regulation 0(1) of the Securities and Exchange Board of tndia (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, read with the SEBI's press releases dated December 03, 2018, and March 27,2019, effective from April 01, 2019, transfers of securities shall not be processed unless the securities are held in the dematerialized form with a depository.
(2) THEREFORE ANY OF THE ELIGIBLE SHAREHOLDER WHO IS DESIROUS OF TENDERING THEIR EQUITY SHARES HELD IN PHYSICAL FORM CAN DO SO ONLY AFTER THE SHARES ARE DEMATERIALIZED. SUCH ELIGIBLE SHAREHOLDERS ARE ADVISED TO APPROACH THE CONCERNED DEPOSITORY PARTICIPANT TO HAVE THEIR EQUITY SHARES DEMATERIALIZED
1. ¹³ Modification / cancellation of orders and multiple bids from a single Eligible Shareholder will be allowed during the tendering period of the Buyback. Multiple bids made by single Shareholder for selling the Equity Shares shall be clubbed and considered as'one'bid for the purposes of Acceptance.
9.L4 The cumulative quantity tendered shall be made available on the website of NSE www.nseindia.com throughout the trading session and will be updated at specific intervals during the tendering period.

9.15 Method of Settlement

Upon finalization ofthe basis of acceptance as per SEBI Buyback Regulations

(1) The settlement of trades shall be carried out in the manner similar to settlement of trades in the secondary market.
(2) The Company will pay the consideration pertaining to the Buyback to the Company's Broker which will transfer the funds pertaining to the Buyback to the Clearing Corporation's bank account as per the prescribed schedule. For Equity Shares Accepted under the Buyback, Clearing Corporation will make direct funds payout to respective Eligible Shareholders bank account linked to its demat account. lf Eligible Shareholders'bank account details are not available or if the funds transfer instruction is rejected by RBI / Bank, due to any reason, then such funds will be transferred to the concerned Shareholder Broker(s) settlement bank account for onward transfer to their respective Shareholders. The payment of consideration to all Shareholders validly participating in the Buyback will be made in lndian Rupees.
(3) The Equity Shares bought back in the demat form would be transferred directly to the escrow account of the Company (the "Demat Escrow Account") provided it is indicated by the Company's Broker or it will be transferred by the Company's Broker to the Demat Escrow Account on receipt of the Equity Shares from the clearing and settlement mechanism of the Stock Exchange(s).
(4) Excess demat Equity Shares or unaccepted demat Equity Shares, if any, tendered by the Eligible Shareholders would be returned to Eligible Shareholder by Clearing Corporation.
(5) Any equity share tendered under the Buyback in physical form will be rejected
(6) Every Shareholder Broker, who puts in a valid bid on behalf of an Eligible Shareholder, would issue a contract note and pay the consideration for the Equity Shares accepted under the

Buyback and return the balance unaccepted demat Equity Shares to their respective clients. Company's Broker would also issue a contract note to the Company for the Equity Shares accepted under the Buyback.

9.16 Equity Shareholders who intend to participate in the Buyback should consult their respective Shareholder Broker for payment to them of any cost, applicable taxes, charges and expenses (including brokerage) that may be levied by the Shareholder Broker upon the selling Eligible Shareholder for tendering Equity Shares in the Buyback (secondary market transaction). The Buyback consideration received by the selling Equity Shareholders from their respective Shareholder Broker, in respect of accepted Equity Shares, could be net of such costs, applicable taxes, charges and expenses (including brokerage) and the Manager and Company accepts no responsibility to bear or pay such additional cost, applicable taxes, charges and expenses (including brokerage) incurred solely by the Eligible Shareholders
9.17 The Equity Shares lying to the credit of the Company Demat Account after the Buyback will be extinguished in the manner and following the procedure prescribed in the SEBI Buyback Regul ations.

9.18 RejectionCriteria

The Equity Shares tendered by Eligible Shareholders would be liable to be rejected on the following grounds:

(a) the Shareholder is not an Eligible Shareholder of the Company as on the Record Date; or
(b) the Equity Shares are tendered in physical form; or
(c) if there is a name mismatch in the dematerialised account of the Shareholder and PAN; or
(d) receipt of the completed Tender Form and other documents but non-receipt of Equity Shares in the special account of the Clearing Corporation

10. Compliance Officer

lnvestor may contact the Compliance Officer for any clarification or to address their grievances, if any, during 10.00 a.m. to 5.00 p.m. on all working days except Saturday, Sunday and Public holidays.

Name	Ms. Varsharani Katre
Des ign ation	Company Secretary
Add ress	C-3 SKYVISTAS, Near Versova Police Station
	1064, J. P. Road, Andheri (West), Mumbai - 400 053
Tel.	+91 22 2673 9215
Email	varsharan [email protected]

11. Registrar to the Offer and lnvestor Service Centre

ln case of any query, the Eligible Shareholders may also contact the Registrar to the Buyback of the Company during working hours i.e. 10:00 a.m. to 5:.00 p.m. on all working days at the following address except Saturday, Sunday and public holidays.

C-10L, 1st Floor, 247 Park L.B.S. Marg, Vikhroli (West), Mumbai - 400 083, Maharashtra, lndia Tel No.: +912249L86200 Fax No.: +91 22 49L8 6L95 Email id. : fdc.buyback20l"9@ lin kintime.co.in Website: www.linkintime.co.in SEBI Regn. No.: 1NR000004058 Validity Period: Perpetual

Contact Person: Sumeet Deshpande

12. 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:

SLTNDTEE

Sundae Capital Advisors Private Limited 611, Shahpuri Tirath Singh Tower 58, C - Block, Community Centre Janak Puri, New Delhi - 110 058 Tel. No. +91 1,1 4914 9740 Email: [email protected] lnvestor Grievance e-mail id: [email protected] Website: www.sundaecapital.com SEBI Regn. No.: 1NM000012494 Validity Period : Perpetual Contact Person: NitiN Somani / Anchal Lohia

13. 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 Public Announcement and confirms that such document contains true, factual and materjal information and does not contain any misleading information. This Public Announcement is issued under the authority of the Board in terms of the resolution passed by the Board on May 24,20L9.

For and on behalf of the Board of Directors of FDC Limited

Mohan Anand Chandavarkar Managing Director (DlN:00043344)

Place: Mumbai Date: May 24,2019

Anan d Chandavarkar Varsharani Katre Wholetime Director Company Secretary (DlN:00042719)

TIANUFACTUBEBS & EXPORTERS OF FOODS, DBUGS & CHEMICALS

CERTIFIED TRUE COPY OF THE BOARD RESOTUTION PASSED BY FDC LIMITED IN ITS MEETING HETD ON FRIDAY, MAY 24, 2OL9 AT ITS OFFICE AT C-3 SKYVISTAS, NEAR VERSOVA POLICE sTAnoN 1064,J.p. ROAD, ANDHERT (WEST), MUMBAT 400 0s3 AT [12.30] p.M.

"RESOIVED THAT pursuant to the provisions contained in Article 13 of the Articles of Association of the Company and in accordance with the provisions of Sections 68, 69, 70, 179 and all other applicable provisions, if any, of the Companies Act, 2013 and rules made there under (the ,,Act,,) and the provisions contained in the Securities and Exchange Board of lndia (Buyback of Securities) Regulations, 2018 ("SEBl Buyback Regulations"), SEBt (Listing Obligations and Disclosure Requirements) Regulations,2015 ("5EBl LODR Regulations") (including any amendments, statutory modification(s) or re-enactment of the Act or SEBI Buyback Regulations or SEBI LODR Regulations, for the time being in force) and subject to such other approvals, permissions and sanctions as may be necessary and subject to such conditions and modifications, if any, as may be prescribed or imposed by the appropriate authorities while granting such approvals, permissions and sanctions which may be agreed to by the Board of Directors of the Company (herein referred to as the "Board", which expression shall include any Committee constituted by the Board to exercise its powers, including the powers conferred by this resolution), the approval of the Board be and is hereby accorded for the buyback of upto 34,30,000 (Thirty Four Lakh Thirty Thousand only) Fully Paid up Equity Shares of face value of Re. 1 each (hereinafter referred to as the "Equity Share(s)" or "Share(s)") of the Company at a price of Rs. 350/- (Rupees Three Hundred Fifty only) per Share ("Buyback Price") payable in cash for an aggregate Buyback consideration not exceeding Rs. 120.05 Crores (Rupees One Hundred Twenty Crores Five Lakhs Only) excluding transaction cost, viz. brokerage, applicable taxes such as securities transaction tax, service tax, stamp duty, etc., cost for the intermediaries appointed for the buyback and other incidental costs ("Maximum Offer Size"), which is 8.38% of the paid up share capital and free reserves of the Company as per the latest audited balance sheet of the Company for the financial year ended March 31, 2019 through "tender offer" route as prescribed under the SEBI Buyback Regulations (the process being referred herein as "Buyback") from the equity shareholders / beneficial owners of the Equity Shares of the Company.

RESOLVED FURTHER THAT all the shareholders of the Company will be eligible to participate in the Buyback including the Promoter and Promoter Group, persons in control (including such person acting in concert) of the Company (including members thereof) who hold equity shares of the Company as of record date.

RESOTVED FURTHER THAT the Buyback would be subject to the condition of maintaining minimum public shareholding requirements as specified in Regulation 38 of the SEBI LODR Regulations.

RESOTVED FURTHER THAT the Buyback shall be implemented using the Mechanism for acquisition of shares through the Stock Exchanges notified by SEBI vide circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 read with SEBl Circular CFD/DCR2/C|R/P /2016/131 dated December 09, 2016.

RESOTVED FURTHER THAT the Board hereby decides June 07,2019, Friday as the Record Date (the "Record Date") for the purpose of determining the name of the shareholders who shall be entitled to tender Equity Shares u nder the Buyback.

RESOTVED FURTHER THAT such Buyback may be made out of the Company's current surplus and / or cash balances and / or internal accruals / operating cash inflows and / or free reserves and / or

CORPORATE OFFICE	: 142-48, S. V Boad, Jogeshwari (V9, Mumbai - 400 102. INDIA
	Tel.: +91-22-6291 7900 / 950 / 2678 0652 I 2653 / 2656 . Fav. : +91-22-2677 3462
	E-mail : [email protected] . Website: www.fdcindia.com
REGISTEBED OFFICE	: B-8, M.l.D.C. lndustrialArea, Waluj - 431 136, Dist. Aurangabad. INDIA
	rej: 0240-255 4407 I 255 4299 / 255 4967 . Fax : 0240-255 4299
	E-mail : [email protected] . CIN: L24239MH 1940PLC003176

FDC Limited

such other sources as may be permitted by law through "Tender Offer" route and as required by the SEBI Buyback Regulations and the Companies Act, 2013; the Company may buyback equity shares from all the existing Members holding equity shares of the Company on a proportionate basls, provided 15% (Fifteen Percent) of the number of equity shares which the Company proposes to buyback or number of equity shares entitled as per the shareholding of small shareholders, whichever is higher, shall be reserved for the small shareholders, as prescribed under proviso to Regulation 6 of the SEBI Buyback Regulations.

RESOLVED FURTHER THAT the Buyback from Non-Resident Members holding equity shares of the Company, Overseas Corporate Bodies (OCBs), Foreign lnstitutional lnvestors (Flls) / Foreign Portfolio lnvestors (FPls) and shareholders of foreign nationality, if any, etc., shall be subiect to such approvals if, and to the extent necessary or required from the concerned authorities including approvals from the Reserve Bank of lndia {RBl) under the Foreign Exchange Management Act, 1999 and the rules, regulations framed thereunder, if any including any amendments, statutory modification or re-enactments for the time being in force.

RESOLVED FURTHER THAT Mr. Mohan A Chandavarkar, Managing Director, Mr. Nandan ^M Chandavarkar, Joint Managing Director, Mr. Ashok A Chandavarkar, Wholet;me Director, Mr. Ameya A Chandavarkar, Wholetime Director, Ms. Nomita R Chandavarkar, Wholetime Director, Mr. Sanjay Jain, Associate Vice President - Corporate Finance and Ms. Varsharani Katre, Company Secretary of the Company be and are hereby severally authorized in order to give effect to the aforesaid resolutions, including but not limited to the following:

finalizing the terms of the Buyback like entitlement ratio, the time-frame for completion of Buyback,
to designate any one Stock Exchange as the designated stock exchange for the purpose of Buyback;
t appointment of Solicitors, Depository Participants, Advertising Agencies and such other Advisors / Consultants / lntermediaries / Agencies, as may be required, for the implementation of the Buyback and to finalise the terms of their appointment;
Preparation, signing of the Public Announcement, the Draft Letter of Offer/ Letter of Offer, documents, papers, undertaking, affidavits, newspaper advertisement etc., including filing of relevant documents with the Securities and Exchange Board of lndia (SEBI), the Stock Exchanges (BSE and NSE), the Registrar of Companies and other appropriate authorities;
to make all necessary applications to the appropriate authorities for their approvals including but not limited to approvals as may be required from the SEBI, RBI under the Foreign Exchange Management Act, 1999 and the rules, regulations framed thereunder;
to initiate all necessary actions obtaining all necessary certificates and reports from Statutory Auditors and other third parties as required u nder applicable law,
to enter into Escrow arrangements as required or desirable in terms of the SEBI Buyback Regulations; issue necessary bank guarantee, opening, operation and closure of all necessary accounts including escrow account, special payment account, Demat Escrow Account as required or desirable in terms of the SE Bl Buyback Regulations;
v t to extinguish the dematerialized shares in respect of the equity shares bought back by the Company; and
to accept and make any alteration(s), modification (s) to the terms and conditions as it may deem necessary, concerning any aspect of the Buyback, in accordance with the statutory requirements as well as to Sive such directions as may be necessary or desirable, to settle any questions, difficulties or doubts that may arise and generally, to do all acts, deeds, lx

FDC Limited No.

matters and things as it may, in absolute discretion deem necessary, expedient, usual or proper in relation to or in connection with or for matters consequential to the Buyback.

RESOLVED FURTHER THAT nothing contained herein above shall confer any right on the part of any shareholder to offer and/ or any obligation on the part of the Company or the Board or the Committee to Buyback any shares, and/or impair any power of the Company or the Board or the Committee to terminate any process in relation to such Buyback, if so permissible by law.

RESOLVED FURTHER THAT in accordance with the provision of Section 68 of the Act, the draft Declaration of Solvency along with annexures thereof, as placed before the Board be and is hereby approved and Mr. Mohan A Chandavarkar, Managing Director, Mr. Nandan M Chandavarkar, Joint Managing Director, Mr. Ashok A Chandavarkar, Wholetime Director, Mr. Ameya A Chandavarkar, Wholetime Director and Ms. Nomita R Chandavarkar, Wholetime Director of the Company, be and are hereby jointly authorized to sign the same, and file the same with the Registrar of Companies / Ministry of Corporate Affairs, Stock Exchanges and the SEBI in accordance with applicable law

RESoLVED FURTHER THAT the following confirmation be and is hereby made by the Board that lt has made the necessary and full enquiry into the affairs and prospects of the Company and has formed the opin ion:

(i) that there are no defaults subsisting in repayment of deposits, redemption of debentures or preference shares or repayment ofterm loans to anyfinancial institutions or banks
(ii) that immediately following the date of the Board l\ileeting held on May 24, 2019, there will be no grounds on which the Company could be found unable to pay its debts;
(iii) that as regards the Company's prospects for the year immediately following the date of the Board Meetingheld on May 24,2019, having regard to the Board's intentions with respect to the management of the Company's business during that year and to the amount and character of the financial resources, which will, in the Board's view, be available to the Company during that year, the Company will be able to meet its liabilities as and when they fall due and will not be rendered insolvent within a period of one year from the date of the Board Meeting approving the Buyback; and
(iv) thatin forming its opinion aforesaid, the Board has taken into account the liabilities (including prospective and contingent liabilities) as if the Company were being wound up under the provisions of the Companies Act or the lnsolvency and Bankruptcy Code 2016(to the extent notified and in force).

RESOLVED FURTHER THAT the Board hereby confirms that

(i) All the Equity Shares for Buyback are fully paid-up;
(ii) the Company shall not issue any Equity Shares or specified securities including by way of bonus till the date of closure of the Buyback;
(iii) the Company shall not buyback locked-in Equity Shares and non-transferable Equity Shares tillthe pendency of the lock-in or tillthe Equity Shares become transferable;
(iv) the Company shall not raise further capitalfor a period of one year from the closure ofthe Buyback, except in discharge of subsisting obligations;
(v) the Company shall not buyback its Equity Shares from any person through negotiated deal whether on or off the Stock Exchanges or through spot transactions or through any private arrangement in terms of the Securities and Exchange Board of lndia (Buyback of Securities) Regulations, 1998, as amended from time to time;

FDC Limited No.

that the aggregate amount of the Buyback i.e. Rs. 120.05 crores (Rupees One Hundred Twenty Crores Five Lakhs Only) does not exceed L0% of the total paid-up Equity Share capital and free reserves of the Company as on March 31, 2019; (vi)
(vii) that the maximum number of Equity Shares proposed to be bought back under the Buyback, i.e. 34,30,000 (Thirty Four Lakh Thirty Thousand only) shall not exceed 25% of the total number of Equity Shares in the paid -up Equity Share capital as per the audited balance sheet as on March 31,2019;
there are no defaults subsisting in the repayment of deposits, redemption of debentures or preference shares or repayment of any term loans to any financial institution or banks; (viii)
the Company has been in compliance with Sections 92, 123 and L29 of the Act; (ix)
the Company shall not make any offer of buyback within a period of one year reckoned from the date of closure of the Buyback; (x)
there is no pendency of any scheme of amalgamation or compromise or arrangement pursuant to the provisions ofthe Companies Act, as on date; and (x i)
the ratio of the aggregate of secured and unsecured debts owed by the Company shall not be more than twice the paid-up Equity Share capital and free reserves after the Buyback as prescribed u nder the Act. (x ii)

RESOLVED FURTHER THAT National Stock Exchange of lndia Limited is being appointed to act as the desi8nated stock exchange for the purpose of this Buyback and matters connected therewith.

RESOLVED FURTHER THAT M/s. Sundae Capital Advisors Private Limited (the "Merchant Banker") be and is hereby appointed as merchant banker for the purpose of the Buyback in terms of the SEBI Buyback Regulations and Mr. Sanjay lain, Associate Vice President - Corporate Finance and Ms. Varsharani Katre, Company Secretary of the Company, be and are hereby severally authorized to finalize the remuneration payable to them and the terms and conditions relating to such appointment, and sign such documents as may be required in this regard,

RESOLVED FURTHER THAT Mr. Mohan A Chandavarkar, Managing Director, Mr. Nandan ^M Chandavarkar, Joint Managing Director, Mr. Ashok A Chandavarkar, Wholetime Director, Mr. Ameya A Chandavarkar, Wholetime Director, Ms. Nomita R Chandavarkar, Wholetime Director, Mr. Sanjay Jain, Associate Vice President - Corporate Finance and Ms. Varsharani Katre, Company Secretary of the Company be and are hereby severally authorized to provide deposit of acceptable securities held by and in the name of the Company with appropriate margin for the purpose of escrow account required in compliance with the SEBI Buyback Regulations and to mark lien in favor of Sundae Capital Advisors Private Limited, Merchant Banker to the Buyback (the "Merchant Banker") and to authorize the Merchant Banker to sell such lien marked mutual fund units for the purpose of payment obligation under the Buyback

RESOTVED FURTHER THAT Mr. Sanjay Jain, Associate Vice President - Corporate Finance and Ms. Varsharani Katre, Company Secretary of the Company be and are hereby severally authorized to appoint Stock Broker for the Buyback of Equity Shares in accordance with the SEBI Buyback Regulations and to finalize the remuneration payable to them and the terms and conditions relating to such appointment, and sign such documents as may be required in this connection.

RESOLVED FURTHER THAT Ms. Varsharani Katre, Company Secretary of the Company be and is hereby appointed as Compliance Officer under the SEBI Buyback Regulations who shall co-ordinate the activities for the Buyback with the SEBI, the Merchant Banker, Appointed Broker, Stock Exchanges, shareholders of the Company, Reserve Bank of lndia and other connected

FDC Limited No.

intermediaries and regulatory authorities, if required, and establishment of lnvestor Service Centre through M/s. Link lntime lndia Private Limited, the Registrar and 5hare Transfer Agents of the Company.

RESOI-VED FURTHER THAT Mr. Mohan A Chandavarkar, Managing Director, Mr. Nandan M Chandavarkar, Joint Managing Director, Mr. Ashok A Chandavarkar, Wholetime Director, Mr. Ameya A Chandavarkar, Wholetime Director, Ms. Nomita R Chandavarkar, Wholetime Director, Mr. Sanjay Jain, Associate Vice President - Corporate Finance and Ms. Varsharani Katre, Company Secretary of the Company, be and are hereby severally authorized to apply with National Depository Securities Limated and Central Depository Services (lndia) Limited for necessary corporate action for extin8uishment of equity shares bought back in dematerialized form.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, Mr. Mohan A Chandavarkar, Managing Director, Mr. Nandan M Chandavarkar, Joint Managing Director, Mr. Ashok A Chandavarkar, Wholetime Director, Mr. Ameya A Chandavarkar, Wholetime Director, Ms. Nomita R Chandavarkar, Wholetime Director, Mr. Sanjay Jain, Associate Vice President - Corporate Finance and Ms. Varsharani Katre, Company Secretary of the Company be and are hereby severally authorized to accept and make any alteration(s), modification(s) to the terms and conditions as it may deem necessary, concerning any aspect of the Buyback, in accordance with the statutory requirements as well as to give such directions as may be necessary or desirable, to settle any questions, difficulties or doubts that may arise and generally, to do all acts, deeds, matters and things as it may, in absolute discretion deem necessary, expedient, usualor proper in relation to or in connection with or for matters consequential to the Buyback.

RESOI"VED FURTHER THAT a copy of this resolution be submitted to the concerned authorities as and when necessary."

Certified true copy for FDC Limite Compa cretary

जोडपत्र - 9/Annexure - 1 फेक्ल प्रतिज्ञापत्रासाठी Only for Affidavit १. मुद्रांक विक्रि नोंद वही अनु. इजांक/दिनांक $406$ $= 9M$ (Serial No./Date) २. सुंद्रांक दिकत घेणायाने महा जीवा था (Stamp Perchassed Steel F 3. ACHEVELLE V. RACCIANOS VALORAL FARI MUMMAT 400 $\ddot{\phantom{a}}$ $\label{eq:R1} \mathbf{R}_1 = \begin{pmatrix} 1 & 0 & 0 \ 0 & 0 & 0 \ 0 & 0 & 0 \end{pmatrix} \begin{pmatrix} 1 & 0 & 0 \ 0 & 0 & 0 \ 0 & 0 & 0 \end{pmatrix} \begin{pmatrix} 1 & 0 & 0 \ 0 & 0 & 0 \ 0 & 0 & 0 \end{pmatrix}$ The standard power is a final state of state institution of $\mathbb{Z}/2$ or $\mathbb{Z}/2$ as $\mathbb{Z}/2$ and a shall paravised in $\label{eq:3} \mathcal{A}=\mathbf{A}=\mathbf{A}+\mathbf{A}+\mathbf{A}+\mathbf{A}+\mathbf{A}$

DECLARATION OF SOIVENCY

Name of the Company FDC Limited

Registered office Address : B-8, MIDC lndustrial Estate, waluj- 431 136, Aurangabad, Maharashtra

correspondence office Address :c3 sky vistas, 106-4, J p Road, D N Nagar, Andheri (west), Near Versova Police Station, Mumbai - 400 053

Presented by: Mohan A chandavarkar, Managing Director and Ashok A chandavarkar, whole Time Directo r

We, Mohan A Chandavarkar S/o Sh. Anand L. Chandavarkar residing at 7A, Chand Terraces, St. Andrews Road opp Holy Family Hospital, Eandra west Mumbai 400050 and Ashok A chandavarkar 5/o Mr. Anand L. Chandavarkar residing at 401, Gilder Villa Society, 17, Master Vinayak Cross Road, Bandra West Mumbai 400 050, being the Managing Director and Whole Time Director, respectively, of FDC Limited ("the Company") do hereby affirm and declare that the company is capable of meeting jts liabilitjes and that it wjll not be rendered insolvent within a period of one year from the date of making this declaration and adopted by the Board.

We append a statement of Company's assets and liabilities as at March 3L,2019 being the latest date before making of this declaration (Annexure-l).

We further declare that the Company's audited annual accounts including the Balance Sheet as at March 31, 2018 have been approved by the Board of Directors in their meeting held on May 25,201,8 and adopted by the shareholders of the Company in their Annual General Meeting of the Company hcld on September 07, 2018.

We further declare that the Company's audited annual accounts including the Balance Sheet as at March 31, 2019 have been approved by the Board of Directors in their meeting held on May 24, 2019 though they still have to be approved by the shareholders of the Company in the Annual General Meeting.

For and on behalf of FDC Limited

Mohan A Chandavarkar ManaginB Director Place: Mumbai Date: May 24, 2019

Ashok A Chandavarkar ullu Whole Time Director Place: Mumbai Date: May 24, 2019

o TL * 1l

VERIFICATION

nd we, Mohan A Chandavarkar and Ashok A Chandavarkar, being the Managing Director and Whole Time Director, respectively, make this solemn declaration believing the same to be true and we solemnly declare that we have made a full enquiry into the affairs of the company including assets and liabilities of this company and having done so and having noted that the Board of Directors at its .".meeting held on May 24,2019, has approved the buy-back of its fully paid up equity shares, through iender offer, at a price of Rs. 350 per equity share (Rupees Three Hundred and Fifty Only) ("Offer price") for an aggregate amount of Rs. 120.05 Cr (Rupees One Hundred and Twenty Crores and Five Lakhs Only) ("offer Size"), being less than 10% of the total paid-up equity share capital and free reserves of the Company as per audited Balance Sheet for its Financial Year ended March 31,,201,9 and as per provisions of Sections 68, 69 and 70 and all other applicable provisions (if any) of the Companies Act, 2013 and Securities and Exchange Board of lndia (Buyback of Securities) Regulations,2O\8, are confident that the Company is capable of meeting its liabilities and that the company will not be rendered insolvent within a period of one year from the date of making this declaration and adopted by the Board.

For and on behalf of FDC Limited

Mohan A Chandavarkar Managing Director Place: Mumbai Date: May 24,2019

)

Ashok A Chandavarkar

Whole Time Director Place: Mumbai Date: May 24,203.9

'ffi

Annexure I: Statement of Assets and Liabilities

Statement as at March 31, 2019, showing Assets at estimated Realizable values and liabilities expected $t$ b-rank.

and of the Company: FDC Limited

$\sim$

Assets

			(Figures in Rs. cr)
Sr.	Particulars	Book Value	Estimated Realized
No.			Value**
$\mathbf{1}$	Balance at Bank	1.34	1.34
$\overline{2}$	Cash in hand	14.36	14.36
3	Marketable Securities	405.93	405.93
4	Bills Receivables	$\Omega$	0
5	Trade Debtors	83.52	83.52
6	Loans and Advances	6.53	6.53
$\overline{7}$	Inventories	172.73	172.73
8	Other Current Assets	50.47	50.47
9	Unpaid Calls	$\Omega$	0
10	Stock-in-trade (Including CWIP)	12.38	12.38
11	Work in Progress (Fixed Assets)	$\Omega$	0
12	Freehold Property	419.94	419.94
13	Leasehold Property *	5.79	5.79
14	Plant and Machinery	61.62	61.62
15	Furniture, fittings, utensils, etc.	13.46	13.46
16	Patents, Trade Marks, etc.	6.44	6.44
17	Investment other than Marketable Securities	179.33	179.33
18	Other property viz. Building, Computer, Equipment, Vehicles etc	171.23	171.23
19	Other Non Current Assets	20.41	20.41
	Total	1625.48	1625.48

* The value includes Leasehold Improvements also

** Though the book value of each individual item of asset has been mentioned as the value thereof, the aggregate estimated realized value of all the assets taken toget case be less than the aggregate book value of all the assets taken together. AART

$N_{MQ}$ diz

MUMBA

IFR'

ARASHT

Lia bilities
	Estimated to rank for Payment (Figures in Rs. cr)

	Pa rticu la rs	Amount
Vt	Loans secured on specific assets vrz.
	(a) Foreign Currency Term Loans from Banks	0
	(b) Term Loan from Government of lndia	0
	(c) Working Capital limits	0
	(d) Vehicle loan	0
2	Borrowings	0.49
3	Unsecured Loans	U
4	Deferred Tax Liability (Net)	13.33
5	Foreign Currency Monetary item Translation Difference Account (net of amortizations)	0
6	Estimated cost of liquidation and other expenses including interest accruing until payment of debts in Full. INot applicable]	0
7	Other Fina ncia I Lia bilities	1.3 9
8	Unsecured creditors (amounts estimated to rank for payment)
	(a) Trade accounts	77.2
	(b) Bills payable	0
	(c) Accrued expenses	0
	(d) Other liabilities	7 4,89
	(e) Contingent liabilities	30.62
9	Provisions	25.L4
	Total	223.06

Total estimated value of assets Total Liabilities Estimated surplus after paying Debts in full

Rs. 1,625.48 cr Rs. 223.05 cr Rs, L,402,42 u

For and on behalf of FDC Limited

Mohan A Chandavarkar Managing Director Place: Mumbai Date; May 24,201,9

Ashok A Chandavarkar Whole Time Director Place: Mumbai Date: May 24,2079

AI assistant

FDC Ltd. — Capital/Financing Update 2019

60812_rns_2019-05-27_79573e4e-a663-4088-88fc-88ebc785f73f.pdf

sub.: Buyback of equity shares by FDC Limited through tender offer

Dear Sir / Madam,

C LINHT

Private and confidential

Dear Sirs/Madam

Management's Responsibility for the Statement $\ddot{\mathrm{s}}$

Auditors' Responsibility

Opinion 9.

Details of the Promoter Shareholding $\vec{a}$ $\vec{a}$

Details of the Promoter Shareholding

FDC Limited

PUBLIC ANNOUNCEMENT

1. Details of the Buyback Offer and Offer Price

2. Necessity for the Buyback

3. Details of the Promoter Shareholding

4. lntention of the Promoter and Promoter Group of the Company to tender equity shares for Buyback indicating the number of shares, details of acquisition with dates and price

(ii) Mr. Ameya Ashok Chandavarkar

(iii) Ms. Nomita Ramdas Chandavarkar

(iv) Mr. Nandan Mohan Chandavarkar

(v) Mrs. Aditi C Bhanot

Quote

Private and confidential

Dear Sirs / Madam

Subject: Statutory Auditor's report in respect of proposed buy back of equity shares by FDC Limited as per Clause (xi) of Schedule I to the Securities and Exchange Boardof lndia (Buyback of Securities) Regulations, 2018, as amended

Management's Responsibility for the Statement

Auditors' Responsibility

Opinion

Restriction on Use

Statement of permissible capital payment (including premium)

Free reserves are as per sub clause 43 of Section 2 and explanation ll to Section 68 of the Act

For and on behalf of the Board of Directors of FDC Limited

sd/- Sanjay Jain Associate Vice President - Corporate Finance

Unquote

8. Record date and shareholder entitlement

9. Process and Methodology to be adopted for Buyback

9.11 Procedure to be followed by Shareholders holding Equity Shares in the dematerialized form

9.L2 Procedure to be followed by registered Shareholders holding Equity Shares in the physical form:

9.15 Method of Settlement

9.18 RejectionCriteria

10. Compliance Officer

11. Registrar to the Offer and lnvestor Service Centre

Contact Person: Sumeet Deshpande

12. Manager to the Buyback

SLTNDTEE

13. Directors'Responsibility

TIANUFACTUBEBS & EXPORTERS OF FOODS, DBUGS & CHEMICALS

FDC Limited

FDC Limited No.

RESOLVED FURTHER THAT the Board hereby confirms that

FDC Limited No.

FDC Limited No.

DECLARATION OF SOIVENCY

VERIFICATION

Annexure I: Statement of Assets and Liabilities

More from FDC Ltd.

FDC Ltd. Capital/Financing Update 2019