FDC Ltd

AGM Details

• Date and start time disclosed; conducted via VC/OAVM.
• Record date for voting disclosed.

Key Resolutions

• Resolution 1: Ordinary – Adopt standalone financial statements for the year.
• Resolution 2: Ordinary – Adopt consolidated financial statements for the year.
• Resolution 3: Ordinary – Re-appoint Executive Director retiring by rotation.
• Resolution 4: Ordinary – Ratify remuneration payable to Cost Auditor for 2026-27.

Voting Results

• Resolution 1: Passed.
• Resolution 2: Passed.
• Resolution 3: Passed.
• Resolution 4: Passed.

Director Changes

• Executive Director re-appointed as director by rotation.

Auditor Matters

• Remuneration payable to Cost Auditor ratified for 2026-27.

FDC Limited — Trading window closed from October 01, 2026 until 48 hours after the declaration of the unaudited financial results for the quarter and half-year ending September 30, 2026

AGM Details

• Date and time: 24 September 2026, 10:00–11:33 AM.
• Mode: VC/OAVM.
• Record date: 17 September 2026; shareholders on record: 56,043.

Key Resolutions

• Ordinary: Adoption of standalone financial statements for FY ended 31 Mar 2026; passed.
• Ordinary: Adoption of consolidated financial statements for FY ended 31 Mar 2026; passed.
• Ordinary: Re-appoint Executive Director (retiring by rotation); approved.
• Ordinary: Ratification of remuneration payable to Cost Auditor for 2026–27; approved.

Director Changes

• Executive Director re-appointed; retires by rotation.

Auditors & Remuneration

• Remuneration payable to Cost Auditor for 2026–27 ratified.

AGM Details

• Date/time: 24 September 2026, 10:00 IST via VC/OAVM.
• Mode: Video Conferencing / OAVM.
• Deemed venue: Registered office.
• Attendance: 64 members attended.

Resolutions

• Adoption of standalone financial statements for 2025-26 (Ordinary Resolution).
• Adoption of consolidated financial statements for 2025-26 (Ordinary Resolution).
• Re-appointment of Ashok Anand Chandavarkar on rotation (Ordinary Resolution).
• Ratification of remuneration payable to Cost Auditor for 2026-27 (Ordinary Resolution).

Voting Status

• Adoption of standalone financial statements: voting results not disclosed.
• Adoption of consolidated financial statements: voting results not disclosed.
• Re-appointment of Ashok Anand Chandavarkar: voting results not disclosed.
• Ratification of remuneration for Cost Auditor: voting results not disclosed.

Director Changes

• Uday Kumar Gurkar ceased to be Independent Director effective April 1, 2026.

Auditors

• Statutory Auditor: BSR & Co. LLP (Amar Sunder).
• Scrutinizer for e-voting: Sanjay Dholakia & Associates.

AGM corrigendum details

• Corrigendum dated 17 September 2026 issued by FDC Limited.
• E-voting cutoff date corrected to 17 September 2026 from 16 September 2026.
• Book closure period corrected to 18-23 September 2026.
• All other AGM Notice contents remain unchanged.

FDC Limited — Reg 29(2) promoter-to-promoter gift transfers

• Target Company: FDC Limited.
• Disclosing Party: Nandan Mohan Chandavarkar and PACs, promoter group.
• Transaction Type: Off-market inter-se transfer of voting rights by gift among promoter group.
• Pre-Transaction Holding (aggregate): 11,34,10,433 shares (69.66%).
• Nandan pre-holding: 50,41,086 shares (3.10%).
• Voting rights transferred: 50,30,086 shares (3.09%).
• Post-Transaction Holding (aggregate): 11,34,10,433 shares (69.66%).
• Date of Transaction: June 24, 2026.
• Share Capital Context: before/after equity capital Rs 16,28,10,084; diluted capital Rs 16,28,10,084.

Book closure and AGM details

• Book closure from Sep 17, 2026 to Sep 23, 2026 (inclusive).
• Purpose: for the 86th Annual General Meeting of the company.
• Cut-off date: Sep 16, 2026 to determine voting eligibility.
• AGM date: Sep 24, 2026 at 10:00 AM via VC/OAVM.

Financial performance

• Standalone total income: 2,23,732.78 Lakhs; PAT: 28,592.34 Lakhs; EPS: 17.56.
• Consolidated total income: 2,28,445.15 Lakhs; PAT: 28,142.16 Lakhs; EPS: 17.29.
• EBITDA Margin Standalone: 16.56%.
• ROCE: 16.21%; ROE: 11.47%.
• Debt-free; no borrowings in FY2025-26.
• Interim dividend per share: Rs 5; final dividend approved; Rs 81.40 Crore paid.

Geography & segments

• Domestic revenue: 1,79,852.98 Lakhs; International revenue: 36,437.75 Lakhs.
• International Formulations Sales: 26,014.96 Lakhs; up 23.5% YoY.
• US Market Sales: 7,060.00 Lakhs; UK: 1,882.83; SA: 3,969.73.
• ROW markets include New Zealand, Malaysia, Zimbabwe, Tanzania, etc.
• R&D spend: 6,109.32 Lakhs; 2.87% of turnover.
• US FDA approvals across ophthalmic and oral programs; 3 ophthalmic, 2 oral.
• Three patent applications filed in FY2025-26.

Dividends & capital allocation

• Interim dividend: Rs 5 per share; paid 27 Feb 2026.
• Final dividend approved; Dividend Distribution Policy on company website.
• Equity share capital: 16,28,10,084 shares; no fresh equity issued.
• Dividend paid during year: Rs 81.40 Crore.

Corporate governance & leadership

• 86th AGM on 24 Sep 2026 (VC/OAVM).
• CA Uday Kumar Gurkar ceased as Chairman on 31 Mar 2026.
• Mohan A. Chandavarkar appointed Chairman & MD from 1 Apr 2026.
• CFO changes: Vijay D. Bhatt resigned 21 Oct 2025; Vishal D. Shah appointed 24 Oct 2025.
• Board size: 10 with 5 Independent Directors.
• Kishore M. Saletore appointed Additional Independent Director from 1 Apr 2026.

ESG & sustainability highlights

• Biomass boiler commissioned at Goa I & II; rooftop solar 3.3 MWp; 33.89 lakh kWh; 2,500 tCO2e avoided.
• Zero Liquid Discharge (ZLD); extensive water management; 2,000 trees across campuses.
• ESG Committee constituted; digital EHS platform; waste management under EPR.

R&D & regulatory achievements

• USFDA ANDA approvals for Ophthalmics and Oral; 3 ophthalmic, 2 oral approvals.
• Exhibit batches completed for Azithromycin Tablets and Gripout paraben-free formulation; filings FY27.
• ELN upgraded to 21 CFR compliance; biosimilar/bio-better collaboration with external partner.

Manufacturing & operations

• Accreditations across plants: US-FDA, UK-MHRA, WHO-GMP, TGA, etc.
• Waluj capacity highlighted; multiple plants: Goa I/II/III, Sinnar, Baddi, Roha, Roha API focus.
• Shop-floor automation, process controls, digital supply chain enhancements.

CSR & social impact

• CSR spend: ₹607.73 Lakhs; focus areas include healthcare access, education, livelihood.
• Impact: numerous programs benefiting thousands; 100% beneficiaries from vulnerable groups in listed projects.
• CSR governance: committee meetings and policy disclosures on company site.