FDC sets Rs 120 crore tender buyback at Rs 500 per share

FDC Limited has approved a tender-offer buyback of up to 24 lakh equity shares for up to Rs 120 crore at Rs 500 a share. The price is 46.77% above the National Stock Exchange of India’s 10-working-day volume-weighted average price before the board-meeting intimation, while the proposed shares equal 1.47% of paid-up equity capital.

What are the terms of FDC’s Rs 120 crore buyback?

FDC will offer to buy up to 24 lakh fully paid equity shares of face value Rs 1 each at Rs 500 a share, for aggregate consideration of up to Rs 120 crore excluding transaction costs. The board approved the proposal on October 27, 2026, and the public announcement is dated October 28, 2026. FDC will conduct the repurchase on a proportionate basis through the tender-offer route using the stock-exchange mechanism.

The offer applies to shareholders on the November 13, 2026 record date, which determines eligibility and entitlement. FDC shares are listed on BSE Limited and the National Stock Exchange of India Limited. Under the Securities and Exchange Board of India buyback regulations, the board may raise the Rs 500 offer price and reduce the proposed share count up to one working day before the record date, provided the Rs 120 crore buyback size does not change.

The maximum 24 lakh shares represent 1.47% of FDC’s total paid-up equity share capital, within the 25% financial-year limit stated in the announcement. FDC said consideration will be paid only in cash and accepted shares will be extinguished under the prescribed process. It will transfer an amount equal to the nominal value of shares purchased from free reserves to the capital redemption reserve account.

How much premium is FDC offering over market prices?

FDC’s Rs 500 buyback price is a 45.58% premium to the National Stock Exchange of India closing price and a 45.45% premium to the BSE closing price on October 19, 2026. That date was the working day immediately before FDC informed the exchanges that its board would consider the buyback. The comparison therefore uses market levels before the board-meeting intimation.

The premium was 46.77% on the National Stock Exchange of India and 44.86% on BSE against the respective 10-working-day volume-weighted average market prices preceding October 21, 2026. Against the 60-working-day volume-weighted average prices preceding that date, the premiums were 36.37% and 35.79%, respectively. The stated premium thus changes according to the exchange and measurement period used.

FDC said it set the Rs 500 price after considering closing-price trends on the two exchanges, book value, net worth, price-to-earnings ratio, other financial parameters and the possible impact on earnings per share. The public announcement does not provide a post-announcement market-price comparison or an acceptance ratio for shares tendered above an eligible shareholder’s entitlement.

How does FDC’s buyback compare with its permitted capacity?

FDC’s Rs 120 crore proposal is below the Rs 246.56 crore maximum amount its board could deploy under the disclosed 10% limit based on standalone and consolidated financial statements for March 31, 2026. The proposed amount is Rs 126.56 crore below that lower ceiling. Transaction costs, including brokerage, taxes, fees and publication expenses, are excluded from the Rs 120 crore buyback size.

FDC reported paid-up equity capital and free reserves, including securities premium, of Rs 2,477.61 crore on a standalone basis and Rs 2,465.59 crore on a consolidated basis as of March 31, 2026. Ten percent of those totals was Rs 247.76 crore and Rs 246.56 crore, respectively. FDC used the lower consolidated figure as the relevant board-level limit and said the proposal represents 4.84% of standalone capital and free reserves and 4.87% of consolidated capital and free reserves.

FDC said buyback funds will come from free reserves, the securities premium account or other sources permitted by law. Its board stated that the post-buyback debt-to-equity ratio would remain below the maximum 2:1 limit under the Companies Act. B S R & Co. LLP reported on October 27, 2026 that the maximum permissible capital-payment calculation complied with the applicable limits.

Who can tender FDC shares and how will acceptance work?

FDC shareholders holding shares on November 13, 2026 can voluntarily tender shares in full or in part, while acceptance will be proportionate. Eligible holders may tender part of their entitlement or additional shares, but acceptance of additional shares depends on the process in the letter of offer. The maximum tender cannot exceed the number of shares held by a shareholder on the record date.

At least 15% of the shares proposed for repurchase, or the number corresponding to small shareholders’ entitlement if higher, will be reserved for small shareholders. FDC defines a small shareholder as one whose holding has a market value of no more than Rs 2 lakh on the record date, based on the closing price on the recognised exchange with the highest trading volume. The process creates reserved and general categories before additional shares are allocated.

FDC said its promoters and promoter-group entities, which together held 11,34,10,433 shares or 69.66% of equity capital on the public-announcement date, intend to participate. They indicated they would tender their pro-rata entitlement and may tender additional shares subject to regulations. They will not tender more than their aggregate holding of 11,34,10,433 shares, and FDC said a resulting change in voting rights would not change control.

The letter of offer will be dispatched electronically within two working days from the November 13, 2026 record date, with physical copies available on request. Holders of dematerialised shares must tender through their broker using the National Stock Exchange of India acquisition window. FDC appointed Eureka Stock & Share Broking Services Limited as company broker and MUFG Intime India Private Limited as registrar to the offer.

Conclusion

FDC’s proposed transaction offers a cash exit at Rs 500 a share for up to 24 lakh shares, with stated premiums ranging from 35.79% to 46.77% over selected National Stock Exchange of India and BSE market-price measures. The Rs 120 crore size represents 4.84% of standalone capital and free reserves and remains below the Rs 246.56 crore lower maximum capital-payment amount disclosed by FDC.

The next disclosed milestone is the November 13, 2026 record date, after which eligible shareholders are due to receive the letter of offer within two working days. The document is expected to set out entitlement and tendering dates, while FDC’s board may, until one working day before the record date, increase the Rs 500 price and reduce the number of shares without changing the Rs 120 crore size.