FDC Limited Completes 6.12% Inter-se Share Transfer Under SEBI Regulations
FDC Limited has executed an inter-se share transfer involving 6.12% of total share capital from Virgo Advisors Private Limited to promoter Aditi C Bhanot through trust distribution. The transaction, completed on February 17, 2026, restructured promoter holdings while maintaining overall control and complying with SEBI Takeover Regulations exemption clauses.
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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.
| Parameter: | Details |
|---|---|
| Transferor: | Virgo Advisors Private Limited (Trustee) |
| Transferee: | Aditi C Bhanot |
| Number of Shares: | 99,56,821 |
| Percentage of Share Capital: | 6.12% |
| Transaction Date: | February 17, 2026 |
| Transaction Mode: | Inter-se transfer (Trust Distribution to Beneficiary) |
| Price: | N.A. (Inter-se transfer from Trust to 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.
| Entity: | Pre-Transaction | Post-Transaction | ||
|---|---|---|---|---|
| Shares | Percentage | Shares | Percentage | |
| Aditi C Bhanot: | 11,12,560 | 0.68% | 1,10,69,381 | 6.80% |
| Virgo Advisors Private Limited: | 99,56,821 | 6.12% | 0 | 0.00% |
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.
| Regulatory Aspect: | Details |
|---|---|
| Stock Exchanges: | BSE Limited, National Stock Exchange of India Ltd. |
| Regulation Compliance: | SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 |
| Exemption Clause: | Regulation 10(1)(a)(ii) |
| Disclosure Date: | February 19, 2026 |
| Disclosure Location: | Mumbai |
| Required Disclosure: | Regulation 10(5) and 10(6) |
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.
Historical Stock Returns for FDC
| 1 Day | 5 Days | 1 Month | 6 Months | 1 Year | 5 Years |
|---|---|---|---|---|---|
| -2.03% | -5.00% | -5.20% | -23.02% | -9.24% | +24.88% |
