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FDC Limited Delivering Excellence October 28, 2026 BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Plot No. C/1, G. Block, Dalal Street, Bandra- Kurla Complex, Mumbai - 400 001 Bandra East, Mumbai-400 051 Scrip Code: 531599 Symbol: FDC Sub: Board Resolution-Buyback Dear Sir/Madam, Pursuant to the provisions of regulation 5(vii) of SEBI (Buy-back of Securities) Regulations, 2018 as amended, please find attached the certified true copy of the resolution passed by the Board of Directors at their meeting held on Tuesday, October 27, 2026, approving the buyback. Please find the same in order. Thanking you, Yours faithfully, For FDC LIMITED Varsharani Katre Company Secretary & Legal Head Membership No.: FCS-8948 REGISTERED OFFICE FDC House, C-11 & 12, Dalia Industrial Estate, Oshiwara Village, Off New Link Road, Andheri (West), Mumbai - 400 053, Maharashtra, INDIA. * Phones : +91-22-69107100 + E-mail : fdc@fdcindia.com « Website : www.fdcindia.com * CIN : L24239MH1940PLC003176 FDC Limited @ Delivering Excellence CERTIFIED TRUE COPY OF THE RESOLUTION PASSED IN THE MEETING OF THE BOARD OF DIRECTORS OF FDC LIMITED HELD ON TUESDAY, OCTOBER 27, 2026 AT THE REGISTERED & CORPORATE OFFICE OF THE COMPANY AT FDC HOUSE, C-11 & 12, DALIA INDUSTRIAL ESTATE, OSHIWARA VILLAGE, OFF NEW LINK ROAD, ANDHERI (WEST), MUMBAI - 400 053, MAHARASHTRA, INDIA. THE MEETING COMMENCED AT 12:30 P.M. AND CONCLUDED AT 03:45 P.M. “RESOLVED 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 (the “Act”) and rules made there under, including the Companies (Share Capital and Debentures) Rules, 2014,and rules made there under (the “Act”) and the provisions contained in the Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 as amended, (“SEBI Buyback Regulations”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI 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 24,00,000 (Twenty Four Lakh Only) Fully Paid up Equity Shares of face value of X 1 each (hereinafter referred to as the “Equity Share(s)” or “Share(s)”), which represents 1.47% of the total number of equity shares in the total paid up equity share capital of the Company, at a price of X 500 (Rupees Five Hundred Only) per Share (“Buyback Price”) payable in cash for an aggregate Buyback consideration not exceeding X 120.00 Crores (Rupees One Hundred Twenty Crores Only) (“Maximum Offer Size”), which is 4.84% and 4.87% of the aggregate of the paid up share capital and free reserves of the Company as per the latest audited standalone and consolidated financial statements of the Company, respectively, for the financial year ended March 31, 2026 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 the Maximum Offer Size shall not include any expenses incurred or to be incurred for the Buyback like filing fees payable to the SEBI, merchant banker fees, stock exchange fee for usage of their platform for Buyback, transaction costs viz. brokerage, applicable taxes inter- alia including tax on distributed income to shareholders, Securities Transaction Tax, Goods and Services Tax, Stamp duty, etc., public announcement publication expenses, printing and dispatch expenses and other incidental and related expenses. RESOLVED FURTHER THAT the proposed Buyback be implemented through Tender Offer route as prescribed under the SEBI Buyback Regulations from the equity shareholders of the Company as on the Record Date including the Promoter and Promoter Group, persons in control (including such person acting in concert) of the Company (as disclosed under the shareholding pattern filings made by the Company from time to time under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and SEBI (Substantial Acquisition of Shares and Takeover) Regulations 2011, as amended) on such terms and conditions as the Board may decide from time to time, and in the absolute discretion of the Board, as it may deem fit. REGISTERED OFFICE ' | FDC House, C-11 & 12, Dalia Industrial Estate, Oshiwara Village, Off New Link Road, Andheri (West), Mumbai - 400 053, Maharashtra, INDIA * Phones : +91-22-69107100 E-mail : fdc@fdcindia.com e« Website : www.fdcindia.com e CIN : L24239MH1940PLC003176 FDC Limited (DO Delivering Excellence RESOLVED 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. RESOLVED 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 SEBI Circular CFD/DCR2/CIR/P/2016/131 dated December 09, 2016, SEBI/HO/CFD/DCR-III/CIR/P/2021/615 dated August 13, 2021 and SEBI/HO/CFD/PoD- 2/P/CIR/2023/35 dated March 08, 2023 as amended from time to time, and in accordance with the SEBI Buyback Regulations. RESOLVED FURTHER THAT the Board hereby decides Friday, November 13, 2026 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 under the Buyback. RESOLVED 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 securities premium account and / or 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 shareholders / beneficial owners of the equity shares of the Company as on the Record Date on a proportionate basis, 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. If the shares tendered by the small shareholders are less than the small shareholders reservation portion, the shortfall shall be adjusted in the general category, in accordance with the SEBI Buyback Regulations. RESOLVED FURTHER THAT the Board may, 1 (one) working day prior to the Record Date, increase the Buyback Price and decrease the number of Equity Shares proposed to be bought back under the Buyback, such that there is no change in the Buyback Size, in terms of Regulation 5(via) 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 Institutional Investors (Flls) / Foreign Portfolio Investors (FPIs) ) registered under the SEBI (Foreign Portfolio Investors) Regulations, 2019, and shareholders [Showing first 8,000 characters — download PDF for full document]