MANUFACTURERS & EXPORTERS OF FOODS, DRUGS & CHEMICALS

Date: June 19, 2024

To, Mumbai - 400 001 Mumbai - 400 051 Scrip Code: 531599 Symbol: FDC

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

Subject: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") - Notice of Postal Ballot

Dear Sir/Madam,

This is in furtherance to the Outcome of Board Meeting dated May 29, 2024 informing the exchanges about the decision of the Board for Re-appointment of Dr. Mahesh Bijlani (DIN: 08447258) as Non-Executive & Independent Director of the Company for a period of 5 (Five) Years with effect from May 10, 2024 to May 09, 2029.

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations"), please find enclosed herewith the Postal Ballot Notice dated May 29, 2024 along with the Explanatory Statement ("Notice") for seeking approval of Members for Re-appointment of Dr. Mahesh Bijlani (DIN: 08447258) as Non-Executive & Independent Director of the Company for a period of 5 (Five) years by passing Special Resolution by way of remote e-voting process.

The Notice is being sent through electronic means only to those Members of the Company whose e-mail addresses are registered with Link Intime India Private Limited, the Registrar and Transfer Agent of the Company/Depositories/ and whose names appear in the Register of Members/List of Beneficial Owners as on Friday, June 14, 2024 ("Cut-off date").

The Company has engaged the services of National Securities Depository Limited ("NSDL") to provide remote e-voting facility to its Members. The E-voting timeline as under:

Sr. No.	Events	Date
1.	Remote E-voting Period (Start)	Friday, June 21, 2024
2.	Remote E-voting Period (End)	Saturday, July 20,2024
3.	declaration Date the result the by of of	On or before July 23, 2024
	and Intimation Stock Scrutinizer the to
	Exchanges.

CORPORATE OFFICE	+142-48,S. V. Road, Jogeshwar (W), Mumbai - 400 102. INDIA +01-22-6201 7300 / 950 / 2678 0652 / 2653 / 2656 » Fax : +91-22-2677 3462 Tel: E-mail : [email protected] e Website : www.fdcindia.com
REGISTERED OFFICE	MLD.C. Industrial Area, Waluj - 431 136, Dist. Aurangabad. INDIA B-8, Tel.: 0240-255 4407 / 255 4299/ 255 4967 » Fax : 0240-255 4299 €-mail : [email protected] e CIN : L24239MH1940PLC003176

MANUFACTURERS & EXPORTERS OF FOODS, DRUGS & CHEMICALS

The details of business to be transacted are given in attached Notice of Postal Ballot. The results of the remote e-voting will be announced on or before Tuesday, July 23, 2024.

Further, the notice of Postal Ballot is being made available on the website of the Company i.e. www.fdcindia.com

Kindly take the same on record.

Thanking you,

Yours faithfully,

For FDC Limited

VARSHARA pigitally signed NI by VARSHARANI RAJARAM KATRE RAJARAM Date: 20240619 KATRE 11:27:50+0530°

Varsharani Katre Company Secretary & Compliance Officer Membership No:- F-8948

Encl.: As above.

'CORPORATE OFFICE	:142-48, S. V. Road, Jogeshwari (W), Mumbai - 400 102. INDIA
	+01-22-6201 7300 / 950 / 2678 0652 / 2653 / 2656 » Fax : +91-22-2677 3462 Tel:
	E-mail : [email protected] e Website : www.fdcindia.com
REGISTERED OFFICE	B-8, MLD.C. Industrial Area, Waluj - 431 136, Dist. Aurangabad. INDIA
	Tel.: 0240-255 4407 / 255 4299/ 255 4967 » Fax : 0240-255 4299
	€-mail : [email protected] e CIN : L24239MH1940PLC003176

POSTAL BALLOT NOTICE (Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014)

To, The Members,

NOTICE is hereby given that pursuant to the provisions of Section 108 and 110 of the Companies Act, 2013 ("the Act"), and other applicable provisions of the Act read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 ("the Rules"), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), Secretarial Standard on General Meetings ("55-2") issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification(s), clarification(s), substitution(s) or re-enactment(s) thereof for the time being in force), guidelines prescribed by the Ministry of Corporate affairs ("MCA"), Government of India, for holding General Meeting / Conducting Postal Ballot process through remote electronic voting ("remote e-voting") vide General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022, and 09/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs, Government of India ("MCA Circulars"), the following items of Special Business are proposed to be passed by the Members of FDC Limited ("the Company") by means of Postal Ballot only by way of remote e-voting. The instructions regarding Remote e-voting and other relevant information are provided in the notes to this Notice.

An Explanatory Statement pursuant to Section 102 and other applicable provisions, if any, of the Act, SS-2 and Regulation 36 of the SEBI Listing Regulations pertaining to the said Resolution setting out the material facts concerning the said item(s) and the reasons thereof is annexed hereto, which forms part of this Postal Ballot Notice.

The Company has engaged the services of National Securities Depository Limited ("NSDL") for the purpose of providing remote e-voting facility to all its members.

The Board of Directors of the Company at its meeting held on May 29, 2024 has appointed Mr. Sanjay Dholakia, (Membership No. 2655 & C.P. No. 1798), Proprietor - M/s. Sanjay Dholakia & Associates, Practicing Company Secretaries as the Scrutinizer in accordance with the provisions of the Act and the Rules for conducting the Postal Ballot process in a fair and transparent manner.

In accordance with the MCA Circulars, Members can vote only through the remote e-voting process. Accordingly, the Company is pleased to provide remote e-voting facility to all its Members to cast their votes electronically. Members are requested to read the instructions in the Notes in this Postal Ballot Notice so as to cast their vote electronically. The remote e-voting period commences from 9.00 a.m. (IST) on Friday, June 21, 2024 and ends at 5.00 p.m. (IST) on Saturday, July 20, 2024.

The Scrutinizer shall submit his report to the Chairperson or to a person authorized by the Chairperson upon the completion of the scrutiny of the votes casted through remote e-voting. The result of the Postal Ballot will be announced on or before Tuesday, July 23, 2024. The said results along with Scrutinizer's Report shall be intimated to the Stock Exchanges where the Company's shares are listed i.e. BSE Limited www.bseindia.com and National Stock Exchange of India Limited www.nseindia.com. The results along with Scrutinizer's Report shall also be hosted on the Company's website at www.fdcindia.com and on the e-voting website of NSDL i.e. on www.evoting.nsdl.com.

SPECIAL BUSINESS:

RE-APPOINTMENT OF DR. MAHESH BULANI (DIN: 08447258) AS AN NON- EXECUTIVE & INDEPENDENT DIRECTOR OF THE COMPANY FOR A PERIOD OF 5 YEARS WITH EFFECT FROM MAY 10, 2024 :

To consider and if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") and the Companies (Appointment and Qualification of Directors) Rules, 2014, read with Schedule IV of the Act and other applicable Provisions, Sections, Rules of the Act, and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") (including any statutory modifications or re-enactment thereof for the time being in force), and pursuant to the recommendation of the Nomination and Remuneration Committee and that approved by the Board of Directors and in accordance with the Articles of Association of the Company, the consent of the members of the Company be and is hereby accorded for Re-appointment of Dr. Mahesh Bijlani (DIN: 08447258) as an Non- Executive & Independent Director of the Company, with effect from May 10, 2024 to May 09, 2029, for a period of 5 (Five) Consecutive Years and who has submitted his consent and who meets the criteria for independence as provided under Section 149(6) of the Act and the Rules made thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations being so eligible, and in respect of whom the Company has received a notice in writing as per Section 160 of the Act and not liable to retire by rotation.

RESOLVED FURTHER THAT any one of the Board of the Directors and the Company Secretary be and are hereby Severally authorized to sign and execute all such documents and papers (including appointment letter, etc.) as may be required for the purpose and file necessary e-forms with the Registrar of Companies and to do all such acts, deeds and things as may considered expedient and necessary in this regard."

By Order of the Board of Directors of, FDC Limited

sd/- Varsharani Katre Company Secretary & Compliance Officer Membership No. FCS-8948

Date: May 29, 2024 Place: Mumbai

Registered Office: FDC Limited, (CIN: L24239MH1940PLC003176) Registered Office: B-8, MIDC Industrial Estate, Waluj - 431 136, District- Chhatrapati Sambhaji Nagar, Maharashtra, India. Tel: 0240-2554407 il: investors @fdcindia.com ww.fdcindia.com

NOTES:

1 The Explanatory Statement pursuant to Section 102 of the Act, Secretarial Standards-2 on General Meetings and Regulation 17 (11) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (herein after referred as SEBI LODR Regulations) as amended pertaining to the said resolutions setting out the material facts concerning the said items and there as on thereof is annexed hereto.
In compliance with the MCA Circulars, the Postal Ballot Notice along with the instructions regarding Remote e-voting is being sent by electronic mode only to those Members whose names appear in the Register of Members/ List of Beneficial Owners maintained by the Company / Depositories as at close of business hours on Friday, June 14, 2024 ("Cut-off date"), and whose e-mail IDs are registered with the Depository Participants (DPs) or with the Company or its Registrar and Transfer Agent as on the Cut-off date. Newspaper advertisement regarding dispatch of Postal Ballot Notice shall be published as per statutory requirements.
Members who have not yet registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronic form and with the Company or its Registrar and Transfer Agent in case the shares are held by them in physical form. Members may follow the instructions given under point no.15 for registering their e-mail addresses.
In compliance with the provisions of Sections 108 and 110 of the Act read with the Rules made thereunder, Regulation 44 of the SEBI Listing Regulations and in accordance with the MCA Circulars, the Company has engaged National Securities Depository Limited ("NSDL") as the agency for facilitating remote e-voting to enable the Members to cast their votes through remote e-voting. In accordance with the MCA Circulars, the Members can vote only through remote e-voting.
As per the MCA Circulars, physical copies of the Postal Ballot Notice, Postal Ballot Forms and pre-paid business reply envelopes are not being sent to Members for this Postal Ballot. Members are requested to provide their assent or dissent through Remote e-voting.
A copy of the Postal Ballot Notice is available on the website of the Company at www.fdcindia.com, website of BSE Limited at www.bseindia.com, National Stock Exchange of India Limited at www.nseindia.com and on the website of our Remote e-voting agency i.e. NSDL e-voting website at www.evoting.nsdl.com.
All documents referred to in the Postal Ballot Notice or explanatory statement will be available for inspection by the Members, in accordance with the provisions of the Act, without any fee, from the date of circulation of the Postal Ballot Notice up to the closure of the e-voting ("e-voting period"). Members desirous of inspecting the documents referred to in the Notice or explanatory statement may send their requests in advance to [email protected] from their registered e-mail addresses mentioning their name(s), folio numbers/DP 1D and Client ID, between e-voting period i.e. from Friday, June 21, 2024 to Saturday, July 20, 2024.
The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut-off date i.e. Friday, June 14, 2024. Members whose names appear in the Register of Members / List of Beneficial Owners as on the Cut-off date shall only be considered eligible to cast their votes and convey their assent or dissent to the proposed resolution by Postal Ballot. Any person who is not a Member as on the Cut-off date should treat this Postal Ballot Notice for information purpose only.
Members of the Company as on the Cut-off date (including those Members who may not have received this Notice due to non-registration of their e-mail addresses with the Company/RTA/Depositories) shall be entitled to vote in relation to the above resolution in accordance with the process specified in this Postal Ballot Notice.
. The e-voting period commences at 9.00 a.m. (IST) on Friday, June 21, 2024 and ends at 5.00 p.m. (IST) on Saturday, July 20, 2024. During this period, Members of the Company, holding shares either in physical form or in dematerialized form as on Cut-off date may cast their votes through Remote e-voting facility only. Once the vote on a resolution is cast by the Member, the same shall not be allowed to change subsequently. The Remote e-voting will be blocked by Saturday, July 20, 2024 at 5.00 p.m. (IST) and will not be allowed beyond the said date and time.
. The Board of Directors of the Company at its meeting held on May 29, 2024 have appointed Mr. Sanjay

Dholakia, (Membership No. 2655 / C. P. No. 1798), Proprietor - M/s. Sanjay Dholakia & Associates, Practicing Company Secretaries, as Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner. He has communicated his willingness for such appointment.

. The Scrutinizer will submit his report to the Chairperson or any other person authorized by the Chairperson after the completion of scrutiny and the result of the voting by postal ballot through the Remote e-voting process will be announced by the Chairperson, or such person as authorized by the Chairperson, on or before Tuesday, July 23, 2024. The Scrutinizer's decision on the validity of the e-voting shall be final and binding.
The Results declared along with the Scrutinizer's Report shall be placed on the Company's website www.fdcindia.com and on the website of NSDL e-voting website at www.evoting.nsdl.com immediately after the result is declared as aforesaid, and the same shall be communicated to BSE Limited & National Stock Exchange of India Limited.
1. The Resolution, if approved by Postal Ballot through Remote e-voting, shall be deemed to have been passed on Saturday, July 20, 2024, i.e. the last date specified for receipt of votes through the Remote e-voting process.
Process for those Members whose e-mail ids are not registered with the Depository Participant/the Company or its Registrar and Transfer Agent for procuring user id and password and registration of e-mail ids for e-voting for the resolution is as follows:

Registration of email addresses: Members holding shares in physical mode and who have not updated their email addresses with the Company or its Registrar and Transfer Agent are requested to update their email addresses by sending the in ISR-1 form duly filled and signed, mentioning Folio No., Name and address of the Member, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) and self- attested copy of any document (e.g. Driving License, Election Identity Card, Passport etc.) in support of the address of the Member. Members holding shares in dematerialized mode are requested to register/ update their email addresses with relevant depository participants.

16. The procedure and instructions for e-voting are as follows:

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

Step 1: Access to the NSDL e-voting system

Step 2: Cast your vote electronically on NSDL e-voting system.

Step ccess to NSDL g system

A) Login method for e-voting for Individual shareholders holding securities in demat mode

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

Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	Existing IDeAS user can visit the e-Services website of NSDL Viz. 1. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the "Ben Owner" icon under "Login" which is available under 'IDeAS' section , this will prompt you to enter your existing User 1D and Password. After successful authentication, you will be able to
	under Value added e-Voting services services. see Click on "Access to e-Voting" under e-Voting services and you will be

	able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e Voting website of NSDL for casting your vote during the remote e-Voting period.
	If you are not registered for IDeAS e-Services, option to register https://eservices.nsdl.com. "Register available Select at is IDeAS Online
	Portal" for click or at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to NSDL for casting your vote e-Voting website during the of remote e-Voting period.
	Shareholders/Members can also download NSDL Mobile App "NSDL Speede" facility by scanning the QR code mentioned below for seamless voting experience. NSDL Mobile App is available on B Google Play .' AppStore

Individual Shareholders holding securities in demat mode with CDsL	Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made e-Voting without available reach page any further to authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.
	After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the e-voting option, the user will be able to see e-Voting e-Voting service provider for casting your vote page of the during the remote e-Voting period. Additionally, there is also system of provided e-Voting Service to access the links all e-Voting Providers, user service that the can the so visit providers' website directly.
	If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.

	Alteratively, e-Voting page by the user can access directly 4.
	providing Demat Account Number and PAN No. from a e-Voting
	link available on www.cdslindia.com home page. The system will
	authenticate the user by sending OTP on registered Mobile &
	Demat recorded Account. successful After Email the as in
	authentication, be able to see the e-Voting option user will
	where the e-voting is in progress and also able to directly access
	the system of all e-Voting Service Providers.
	Individual Shareholders (holding You can also login using the login credentials of your demat account securities in demat mode) login through your Depository Participant registered with NSDL/CDSL for e-
through their	depository Voting facility. Upon logging in, you will be able to see e-Voting option.
participants	Click on e-Voting option, you will be redirected to NSDL/CDSL Depository
	wherein authentication, e-Voting successful you after can see site
	feature. Click on company name or e-Voting service provider i.e. NSDL
	and you will be redirected to e-Voting website of NSDL for casting your
	vote during the remote e-Voting period.

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

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

Login type	Helpdesk details
Shareholders	holding Members facing any technical issue in login can contact NSDL
securities in demat mode with NSDL	helpdesk by sending a request at [email protected]. or call at 022 - 4886 7000
Individual Shareholders holding	Members facing any technical issue in login can contact CDSL
securities in demat mode with CDSL	helpdesk sending request by at a
	[email protected] or contact at toll free no. 1800
	225533

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

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

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

Alternatively, if you are registered for NSDL eservices ie. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

Manner of holding shares i.e. Demat (NSDL Your User ID is:
or CDSL) or Physical
a) For Members who hold shares in demat	8 Character DP ID followed by 8 Digit Client ID
account with NSDL.	For example if your DP ID is IN300*** and Client ID is
	then your user ID is IN300¥12%*¥ ¥+, 12% 5%
b) For Members who hold shares in demat	16 Digit Beneficiary ID
account with CDSL.	For example if your Beneficiary ID is 12%¥***sssrsssss
	then your user D is 12xxxxxxxx

Your User ID details are given below :

Members holding shares in For ¢)	Physical EVEN Number followed by Folio Number registered with
Form.	the company
	For example if folio number is 001*** and EVEN is 101456
	then user ID is 101456001 ***

1. Password details for shareholders other than Individual shareholders are given below:
If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password. How to retrieve your 'initial password'? (i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your initial password". (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered
1. If you are unable to retrieve or have not received the * Initial password" or have forgotten your password:
a) Click on "Forgot User Details/Password?"(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
¢) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected]. mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
1. Now, you will have to click on "Login" button.
1. After you click on the "Login" button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system.

How to cast your vote electronically on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle.
1. Select "EVEN" of company <128877 FDC Limited> for which you wish to cast your vote during the remote e-Voting period.
1. Now you are ready for e-Voting as the Voting page opens.
1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
1. Upon confirmation, the message "Vote cast successfully" will be displayed.
1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/IPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to evotin; dl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login
It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and evoting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on :022 - 4886 7000 or send a request to Mr. Amit Vishal at [email protected].

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

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self- attested scanned copy of Aadhar Card) by email to [email protected]
. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected].

If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.

Alternatively shareholder/members may send a request to [email protected]. for procuring user id and password for e-voting by providing above mentioned documents.
. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013, SECRETARIAL STANDARD- 2 ON GENERAL MEETING AND REGULATION 36 OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS ) REGULATION 2015 IN RESPECT OF SPECIAL BUSINESS SET OUT IN THE POSTAL BALLOT NOTICE

As required under Section 102 read with Section 110 of the Act and rules made thereunder, the following is the Explanatory Statement setting out the material facts in relation to the proposed Special Resolution of the accompanying Notice.

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, had Re- appointed, Dr. Mahesh C. Bijlani (DIN: 08447258) as an, Non-Executive and Independent Director of the Company with effect from May 10, 2024. Subject to the approval of the members of the Company. The said Re- appointment will be for a term of 5 (five) consecutive years up to May 09, 2029 and he shall not be liable to retire by rotation, in terms of all the applicable provisions of the Act.

Dr. Mahesh Bijlani [MBBS, MS (Gen. Surgery), DNB (Gen. Surgery), FKAC (MIS) (Germany)] is a Medical Practitioner by profession for more than 30 years, having vast experience in the field of laparoscopic Surgery, Bariatric Surgery and General Medication.

After his Masters, a short stint as a Registrar at K B Bhabha Hospital, Bandra in 1995, took him back to KH&MRC to pursue an academic post as well as be part of the faculty at KIMS, Karad. These 5 years were the foundation of what was in store in the future for him. During this period of 1995 ~1999, while at KH&MRC, in 1996 underwent training for Laparoscopic Surgery with Dr. Hemant Bhansali and post that set up the very first Department of Laparoscopic Surgery in Satara District at KH&MRC.

His desire to be with ageing parents, brought him back to where he belongs, Mumbai in February 1999, and thats when he set up my private practise as a Consultant Surgeon specialised in GI and Laparoscopic Surgery. Laparoscopic Surgery was evolving at a breathtaking pace in those years. In his learning with Dr H R Tata, it was embedded in him to keep updating with emerging trends. This made him take up an Advanced Laparoscopic training course as Wiesbaden, Germany and also an Advanced Training course in Bariatric Surgery at Innsbruck, Austria in 2006.

Since 1999, he have been practising as a Consultant Surgeon specialised in Advanced Laparoscopic Surgery at Hinduja Hospital Khar, Asian Heart Institiute, Mahavir Medical Research Centre, Bhartiya Arogya Nidhi Hospital and Womens Hospital.

In pursuit of excellence he did a fellowship program at the University of Kiel, Germany for laparoscopic Surgery and Endoscopy and was conferred a Fellowship in Minimally Invasive Surgery in May 1998.

Dr. Bijlani is also associated with Indian Medical Association, Association of Surgeons, International Hepatobiliary Pancreatic Association, and Bandra Khar Medical Association

The Company has received requisite consent and declarations from Dr. Mahesh Bijlani including confirmation that he meets the criteria of independence as prescribed under section 149(6) of the act and Regulation 16(1) (b) of SEBI Listing Regulations. He is neither disqualified from being appointed as director in terms Section 164 of the Act nor debarred by virtue of any order of SEBI or any such other authority and has given his consent to act as director.

Further, he confirmed that in compliance with the provisions contained under sub rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, he has registered himself with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, Mr. Mahesh Bijlani possesses appropriate skills, experience and knowledge and fulfils the conditions for Re-appointment as an Non Executive and Independent Director of the Company as specified in the Act and Rules thereunder and the SEBI Listing Regulations. He is independent of the management. The Board considers that the association with Mr. Mahesh Bijlani would be of immense benefit

to the Company and it is desirable to avail his services as an Independent Director.

This explanatory statement along with the additional information as per Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard 2 on General Meetings issued by Institute of Company Secretaries of India, as annexed herewith as 'Annexure-1' may also be regarded as disclosure under the provisions of the Act and the SEBI Listing Regulations.

Dr. Mahesh Bijlani is interested in the Resolution mentioned above in the Notice with regard to his Re- appointment. His relatives may be deemed to be interested in the resolution, to the extent of their shareholding interest, if any, in the Company. Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relatives is in any way, concemed or interested, financially or otherwise, in the Resolution.

The Board recommends the Special Resolution set out in the Notice for approval by the Members of the Company through Postal Ballot.

By Order of the Board of Directors of

Varsharani Katre Company Secretary & Compliance Officer Membership no. FCS 8948

Date: May 29, 2024 Place: Mumbai

Registered Office:

(CIN: L24239MH1940PLC003176) Registered Office: B-8, MIDC Industrial Estate, Waluj - 431 136, District- Chhatrapati Sambhaji Nagar, Maharashtra, India. Tel: 0240-2554407 E-mail: [email protected] Website: www.fdcindia.com

'Annexure I

Additional Disclosures/Information pursuant to Regulation 36(3) of SEBI Listing Regulations and applicable provisions of §5-2

Name of the Director	Dr. Mahesh Bijlani
Designation	Non-Executive and Independent Director
DIN	08447258
Age	56 Years
Experience nature and expertise specific of in functional area	Mahesh MS (Gen. DNB [MBBS, Surgery), Bijlani Dr. FKAC (MIS) (Germany)] medical (Gen. Surgery), is a more than profession practitioner 30 years, by for experience laparoscopic having vast the field of in Surgery, Bariatric Surgery and General Medication.
Qualifications	[MBBS, MS (Gen. Surgery), DNB (Gen. Surgery), FKAC (MIS) (Germany)
Date of appointment	May 10, 2024
Relationship with other directors, if any	relationship with other directors, has no Bijlani Dr. manager Managerial Personnel and Key the of Company.
Details of Remuneration sought to be paid	Sitting fees to be paid for attending Board/Committee meetings and commission as may be approved by the Nomination Remuneration Committee and the & Board.
which from resigned Details Listed entities he of during the last three years.	Not Applicable
Memberships/ Chairmanships of committees across all Nil other companies
Number of Meetings attended during the year (FY 1 2024-25) till the date of postal ballot notice
Number of Equity Shares held in the Company	Nil
Directorships held in other companies as on the date Nil of the Postal Ballot Notice
Terms Re-appointment conditions and & of Remuneration	As per the resolution set out in this Notice read with the Statement hereto.
required and capabilities position for skills of Independent Director and the manner in which the proposed meets person such requirements/justification for choosing the appointee for appointment as Independent Directors	Please refer to the Explanatory Statement

AI assistant

FDC Ltd. Proxy Solicitation & Information Statement 2024

60812_rns_2024-06-19_82dc0414-8a1b-4e5a-a405-a2f05de32411.pdf