FDC Limited announced significant board changes during its meeting held on March 18, 2026, including the appointment of a new independent director and reconstitution of key board committees. The pharmaceutical and chemicals manufacturer communicated these developments to stock exchanges under Regulation 30 of SEBI Listing Regulations, followed by detailed committee composition updates on March 20, 2026.

Director Transition and New Appointment

The board noted the cessation of CA Uday Kumar Gurkar's second term as Independent Director, which will conclude at the close of business hours on March 31, 2026. Based on the recommendation of the Nomination & Remuneration Committee, the board approved the appointment of CA Kishore Saletoe (DIN: 01705850) as Additional Independent Director.

New Director's Professional Background

CA Kishore Saletoe brings over 30 years of diverse experience across globally renowned corporations, including the Tata Group, ITC Ltd., Hughes Corporation, and Bharat Forge. His expertise spans high-stakes mergers & acquisitions, joint ventures, and international expansions across sectors such as electric vehicles, real estate, infrastructure, and telecommunications.

Key highlights of his professional achievements include:

• Demonstrated ability to deliver consistent shareholder value and operational efficiency
• Experience leading large global teams and partnering with C-suite executives, investors, and regulators
• Deep commitment to corporate governance, ethical leadership, and sustainable growth
• Recipient of the prestigious CII CFO Award in 2022 for excellence in financial leadership

CA Kishore Saletoe is not related to any directors, key managerial personnel, promoters, or promoter group members of the company.

Board Committee Reconstitution

Effective April 1, 2026, the company reconstituted three key committees with updated member compositions:

Audit Committee

Nomination and Remuneration Committee

Corporate Social Responsibility Committee

Leadership Re-designation

Following the completion of CA Uday Kumar Gurkar's tenure as Independent Director and Chairman of the Board, Mr. Mohan Chandavarkar will be re-designated as Chairman & Managing Director with effect from April 1, 2026. This change consolidates leadership roles within the organization's management structure.

Shareholder Approval Process

The board approved seeking shareholder approval for CA Kishore Saletoe's appointment as Independent Director through a postal ballot process. The company stated that detailed information regarding the postal ballot would be communicated in due course.

The initial board meeting commenced at 11:00 a.m. and concluded at 2:40 p.m. (IST) on March 18, 2026. Company Secretary & Legal Head Varsharani Katre signed both regulatory filings, ensuring compliance with SEBI Listing Regulations.

FDC Limited has completed an inter-se transfer of shares between promoters under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The transaction involves the transfer of 6.12% of the company's total share capital from a trust structure to direct individual ownership through a trust distribution to beneficiary arrangement.

Transaction Overview

The share transfer involved 99,56,821 shares being transferred from Virgo Advisors Private Limited, acting as Trustee of Aditi Family Discretionary Trust, to promoter Aditi C Bhanot. The transaction was completed on February 17, 2026, and was conducted as a trust distribution to the beneficiary.

Shareholding Pattern Changes

The inter-se transfer has resulted in a complete divestment by Virgo Advisors Private Limited and a substantial increase in Aditi C Bhanot's direct shareholding from 0.68% to 6.80%. The transaction maintains the overall promoter group holding while restructuring ownership distribution.

Regulatory Compliance Framework

The transaction falls under the exemption clause of SEBI Takeover Regulations, specifically Regulation 10(1)(a)(ii), allowing inter-se transfers between promoters without triggering an open offer requirement. The disclosure was made on February 19, 2026, in compliance with regulatory timelines.

Corporate Structure Impact

This transfer represents a strategic restructuring within the promoter group, moving shares from a discretionary trust structure to direct individual ownership. The transaction maintains overall promoter control while simplifying the shareholding structure. Both entities have confirmed compliance with all applicable disclosure requirements under Chapter V of the Takeover Regulations, 2011, with formal documentation submitted to stock exchanges.