Directors Report of Quick Heal Technologies Ltd.

Mar 31, 2025

The Board of Directors of your Company is pleased to present the 30th Annual Report along with the audited financial statements,
for the financial year ended March 31,2025.

1. FINANCIAL RESULTS

Particulars	Consolidated		Standalone
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations (Net)	279.53	291.75	279.53	291.75
Other Income	20.77	21.39	20.72	21.37
Total Income	300.30	313.14	300.25	313.12
Expenses	286.34	274.33	285.76	274.48
Depreciation	12.96	12.60	12.96	12.60
Total Expenditure	299.30	286.93	298.72	287.08
Profit Before Tax	1.00	26.21	1.53	26.04
Total Tax	(4.04)	1.97	(4.04)	1.97
Profit After Tax	5.04	24.24	5.57	24.07

1 Crores= 10 Million

The abovementioned figures are extracted from financial statements prepared in accordance with the Indian accounting
standards (IND AS).

The Standalone and Consolidated Financial Statements
of the Company for the financial year 2024-25 are
prepared in compliance with the applicable provisions
of the Companies Act 2013 (the ‘Act'') including Indian
Accounting Standards specified under section 133
of the Act. The audited Standalone and Consolidated
Financial Statements together with the Auditors’ Report
thereon forms part of the Annual Report of the financial
year 2024-25. The Auditors’ Report on Standalone and
Consolidated financials is unmodified.

2. COMPANY PERFORMANCE OVERVIEW AND OUTLOOK

The Company recorded a total income of '' 300.30
Crores for the financial year 2024-25 as against
'' 313.14 Crores in 2023-24, resulting in a decrease
of 4.10% in the total income during the year under
review on consolidated basis. The Profit after Tax of
the Company was decreased by '' 19.20 Crores from
'' 24.24 Crores in the year 2023-24 to '' 5.04 Crores in
the year under review.

Outlook of the business has been discussed in detail
in the "Management Discussion and Analysis Report"
which forms a part of the Annual Report.

3. DIVIDEND

During the financial year 2024-25, the Board of Directors
has decided not to recommend any dividend in order to

strengthen the financial position of the Company. This
decision is in alignment with the Company’s long-term
strategic goals.

4. TRANSFER OF PROFITS TO RESERVES

The Directors do not propose to transfer any amount to
the General Reserve.

5. PUBLIC DEPOSITS

During the year under review, your Company did
not accept any deposits under section 73 and 76 of
the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014, as amended
from time to time.

6. REPORT ON PERFORMANCE OF SUBSIDIARIES

The Company has two subsidiaries as of March
31, 2025. There are no associates or joint venture
companies within meaning of Section 2(6) of the
Companies Act, 2013. There has been no material
change in the nature of the business of the subsidiaries.
A statement containing salient features of the financial
statements of subsidiary Companies in Form AOC-1,
as required under section 129 (3) of the Companies
Act, 2013, forms a part of this Board’s Report and
is annexed as Annexure A. The audited financial
statements in respect of each of the subsidiaries will
be kept open for inspection at the Registered Office of
the Company on all working days between 11.00 a.m.
to 1:00 p.m. up to the date of the forthcoming AGM.
Further, the Company will make available the audited
annual accounts and related information about the
subsidiary companies, upon request by any Member of
the Company through e-mail.

7. MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)

As per the provisions of Regulation 34(2) of the SEBI
LODR, a detailed review by the Management of the
business operations of the Company is presented
under separate section "Management Discussion and
Analysis Report" (MD&A) which forms a part of this
Annual Report. The MD&A captures the Company’s
performance, industry trends and other material
changes with respect to your Company.

8. CORPORATE GOVERNANCE REPORT

The Company believes in adopting the best practices
of corporate governance. The Company has
complied with the regulatory provisions for Corporate
Governance as prescribed under Schedule V of SEBI
LODR. The quarterly Corporate Governance Reports
are submitted to the stock exchanges in compliance
with the regulatory provisions. A certificate from M/s
J. B. Bhave & Co., Practicing Company Secretaries,
confirming compliance with the conditions of the
Corporate Governance, forms a part of this Annual
Report.

9. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR)

A Business Responsibility and Sustainability Report
as per Regulation 34(2) of the SEBI LODR, detailing
the various initiatives taken by the Company on the
environmental, social and governance front forms an
integral part of this Board Report.

Over 8.6 Lakhs ransomware attacks were prevented
in the financial year 2024-25. The average cost of
ransomware attacks reported was '' 45.3 Crores
approximately (source: purplesec.us).

10. RISK MANAGEMENT

The Company has put in place a robust risk management
framework which facilitates the identification of risks
and also mitigation thereof. The Audit Committee is
updated on the risks on a quarterly basis. There are
no risks which in the opinion of your Board threaten
the existence of the Company. However, risks that may
pose a concern, are explained under Management
Discussion and Analysis which forms part of this
Annual Report.

The Risk Management Committee is Chaired by
Independant Director and the Chairman of the
Committee briefs the Board about significant
discussions held in the Risk Management Committee
meeting.

The Risk Management Policy of the Company is
available on the Company’s website at https://www.
quickheal.co.in/documents/investors/policies/Risk-
Management-Policy.pdf

11. MATERIAL CHANGES AND COMMITMENTS
AFFECTING FINANCIAL POSITION BETWEEN THE
END OF THE FINANCIAL YEAR AND DATE OF THE
REPORT

There have been no other material changes and
commitments which affect the financial position of the
Company that have occurred between the end of the
financial year to which the financial statements relate
and the date of this report.

12. LISTING ON STOCK EXCHANGES

The Company’s shares are listed on BSE Limited and
the National Stock Exchange of India Limited.

13. COMPLIANCE WITH THE CODE OF CONDUCT

A declaration signed by the Chief Executive Officer
affirming compliance with the Company’s Code of
Conduct by the Directors and Senior Management
Personnel, for the financial year 2024-25, as required
under Schedule V of the SEBI LODR forms a part of this
Annual Report.

14. DIRECTORS & KEY MANAGERIAL PERSONNEL
(KMPS)

a. Composition of Board & Details of KMPs

As on March 31, 2025, the Board comprises
of two Executive Directors, five Non-Executive
Independent Directors and one Non-Executive
Non-Independent Director. The Board is
well diversified and consists of one Women
Independent Director. The Non-Executive Non¬
Independent Director resigned from the position
of Director with effect from March 31,2025.

Mr. Kailash Katkar, Chairman and Managing
Director, Mr. Sanjay Katkar, JointManaging Director,
Mr. Vishal Salvi, Chief Executive Officer (CEO), Mr.
Ankit Maheshwari, Chief Financial Officer (CFO),
Mr. Sarang Deshpande, Company Secretary (CS)
and Mr. Vikram Dhanani, Compliance Officer are
the Key Managerial Personnel of the Company
within the meaning of sections 2(51) and 203 of
the Companies Act, 2013 read together with the

Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014 and regulation
6 (1) of SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015.

b. Appointment & Cessation during the year:

The Board at its meeting held on April 25, 2024,
had re-appointed Mr. Amitabha Mukhopadhyay as
an Independent Director which was consequently
approved by the shareholders at the Annual
General Meeting held on September 06, 2024,
for Second term of 5 Consecutive years i.e. from
June 10, 2024 to June 09, 2029.

Mr. Kamal Kumar Agarwal was appointed as an
Additional Director in the category of Independent
Director w.e.f. July 26, 2024. Mr. Kamal Kumar
Agarwal was appointed as an Independent
Director at the Annual General Meeting held on
September 06, 2024.

During the year Mr. Kailash Katkar, Chairman
and Managing Director and Mr. Sanjay Katkar,
Joint Managing Director whose term of
appointment were expiring on March 31, 2025,
were re-appointed in Board Meeting held on
February 04, 2025 for a period of five years with
effect from April 01, 2025 to March 31, 2030,
Subsequently, the appointment and remuneration
of Mr. Kailash Katkar and Mr. Sanjay Katkar was
approved at the Extra-ordinary General Meeting
held on June 20, 2025.

Mr. Vikram Dhanani appointed as Key Managerial
Personnel with effect from February 04, 2025 as
per SEBI LODR.

Mr. Shailesh Lakhani, Non-Executive Non¬
Independent Director resigned from the position
of Director effective March 31,2025.

c. Policy on Director''s Appointment and
Remuneration

The details including the composition and terms
of reference of the Nomination and Remuneration
Committee and the meetings thereof held during
the financial year 2024-25 and the Remuneration
Policy of the Company and other matters provided
in Section 178(3) of the Act are given in the Report
on Corporate Governance section forming part of
this Annual Report.

The Policy for appointment of a new Director
on the Board is available on the Company’s
website https://www.quickheal.co.in/

documents/investors/policies/Nomination and
Remuneration Policy.pdf

15. BOARD AND ITS COMMITTEE''S MEETINGS

The Board of Directors met 5 (five) times during
the Financial Year 2024-25. The maximum time
gap between any two meetings did not exceed
the prescribed period of one hundred twenty days.
The details of the attendance of Directors at the
Board Meetings and Committees Meetings such as
Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee,
Risk Management Committee and Corporate Social
Responsibility Committee are given in the Corporate
Governance Report which forms part of this Annual
Report.

16. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013,
the Board of Directors of your Company to the best of
their knowledge and ability hereby state and confirm
that:

a) In the preparation of the annual accounts for
the financial year ended March 31, 2025, the
applicable accounting standards have been
followed along with proper explanation relating to
material departures.

b) They have selected such accounting policies and
applied them consistently and made judgments
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs
of the Company at the end of the financial year
and of the profit of the Company for the same
period.

c) They have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud
and other irregularities;

d) The annual accounts have been prepared on a
going concern basis;

e) Proper internal financial controls have been laid
down in the Company that are adequate and were
operating effectively.

f) Proper systems to ensure compliance with
the provisions of all applicable laws have been
devised and such systems are adequate and are
operating effectively.

17. DECLARATION OF INDEPENDENCE BY INDEPENDENT
DIRECTORS

The Company has received necessary declarations
from each Independent Directors under section 149(7)

of the Act and Regulation 25(8) of SEBI LODR that he/
she fulfills the criteria of Independence as laid down
in Section 149(6) of the Act and Regulation 16(1)(b) of
SEBI LODR respectively.

The Board of Directors has evaluated the integrity,
expertise, experience and proficiency of the
Independent Directors appointed during the financial
year. Based on such evaluation, the Board is of the
opinion that the Independent Directors appointed
possess the requisite integrity, relevant expertise, rich
experience and proficiency required for effectively
discharging their duties as Independent Directors of
the Company.

The Independent Directors have complied with the
Code for Independent Directors prescribed in Schedule
IV to the Act and the Code of Conduct for Directors and
Senior Management personnel of the Company.

Based on the confirmations/disclosures received
from the Directors under Section 149(7) of the
Companies Act, 2013 and regulation 25(8) of SEBI
LODR on evaluation of the relationships disclosed, the
following Non-Executive Directors are considered as
an Independent Directors:

a. Mr. Amitabha Mukhopadhyay

b. Ms. Apurva Joshi

c. Mr. Bhushan Gokhale

d. Mr. Richard Stiennon

e. Mr. Kamal Kumar Agarwal

18. BOARD EVALUATION

The Board has established a comprehensive
process to evaluate the performance of the Board,
its Committees and of Individual Directors. The
performance evaluation matrix defining the criteria
of evaluation for each of the above has been put in
place. The performance evaluation of the Independent
Directors was carried out by the other members of
the Board (excluding the Director being evaluated).
A meeting of the Independent Directors was held on
March 27, 2025, to review the performance of Non¬
Independent Directors and the Board as a whole.
The Chairperson of the Nomination & Remuneration
Committee had updated the other members of the
Board about the outcome of the evaluation process.

19. SUCCESSION PLANNING

The Nomination and Remuneration Committee (NRC),
in collaboration with the Board, strategically manages
leadership succession planning for both Board
and senior management roles, ensuring seamless
transitions. The Company prioritizes maintaining a
dynamic balance of skills and experience, continuously
integrating fresh perspectives while upholding
continuity. Crucially, promoting senior talent from
within fuels the ambitions of the broader workforce,
motivating them to pursue and achieve future
leadership opportunities.

20. COMMITTEES OF THE BOARD

During the year under review, the composition of different Committees of your Board of Directors is given hereunder:

Sr. No	Committee	Composition
1	Audit Committee	Mr. Amitabha Mukhopadhyay (Chairperson)	Mr. Sanjay Katkar	Mr. Bhushan Gokhale	Ms. Apurva Joshi
2	Nomination and Remuneration Committee	Ms. Apurva Joshi (Chairperson)	Mr. Kailash Katkar	Mr. Amitabha Mukhopadhyay	-
3	Stakeholders Relationship Committee	Mr. Bhushan Gokhale (Chairperson)	Mr. Kailash Katkar	Mr. Amitabha Mukhopadhyay	Ms. Apurva Joshi
4	Risk Management Committee	Ms. Apurva Joshi (Chairperson)	Mr. Kailash Katkar	Mr. Sanjay Katkar	-
5	CSR Committee	Ms. Apurva Joshi (Chairperson)	Mr. Kailash Katkar	Mr. Sanjay Katkar	-

21. SECRETARIAL AUDIT REPORT

As required by Section 204 of the Companies Act, 2013 and Rules made thereunder and regulation 24A of SEBI LODR, the
Board appointed M/s. J. B. Bhave & Co., Practicing Company Secretaries, Pune as the Secretarial Auditors of the Company
for the financial year 2024-25. There are no qualifications/ observations/ remarks in the Secretarial Audit Report for the
year ended March 31,2025. The Secretarial Auditor has not reported any fraud during the financial year 2024-25.

The Secretarial Auditor’s Report forms part of this Annual Report, annexed as Annexure B.

22. STATUTORY AUDITORS

M/s M S K A & Associates, Chartered Accountants
(Firm Registration No. 105047W), were appointed
by the Shareholders at the 29^th AGM held on
September 06, 2024, as Statutory Auditors for a
term of five consecutive years to hold office until the
conclusion of ensuing 34^th AGM.

23. INTERNAL AUDITORS

The Board appointed M/s. Protiviti India Member
Private Limited, as Internal Auditors of the Company
for the financial year 2024-25.

24. REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND SENIOR MANAGEMENT

As required under Section 197 (12) of the Act read with
Rule 5 of Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, a statement
showing median details of personnel drawing
remuneration in excess of the prescribed limit under
the said rules, are annexed as ‘Annexure C'' to this
Boards’ Report. The Statement containing names of
top ten employees, in terms of remuneration drawn
and the particulars of employees as required under
section 197 (12) of the act read with Rule 5(2) and 5(3)
of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 will be made
available to any member by way of e-mail upon request.
In terms of proviso to Section 136(1) of the Act, the
Report and Accounts are being sent to the members
excluding the aforesaid Annexure. The said Annexures
are also open for inspection at the registered office up
to the date of the ensuing Annual General Meeting.

25. EMPLOYEE STOCK OPTION SCHEME

The Company has two Employee Stock Option Plans
namely, Employees Stock Option Scheme 2014 and
Employees Stock Option Scheme 2021 for granting
Term based and Performance-based Stock Options to
Employees.

The above schemes are in line with the Securities
and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulation, 2021 ("SBEB
Regulations"). The Company has obtained a certificate
from the Secretarial Auditors of the Company
stating that the Schemes have been implemented
in accordance with the SBEB Regulations and the
resolutions passed by the members. The certificates
are available for inspection by members in electronic
mode. The details as required to be disclosed under the
SBEB Regulations can be accessed at https://www.
quickheal.co.in/investors.

During the financial year under report, no employee has
been granted stock options, equal to or exceeding 1%
of the issued capital (excluding outstanding warrants

and conversions) of your Company. The details of
activities under the scheme have been summarized
in the Notes forming part of Financial Statements and
annexed as Annexure D.

26. SECRETARIAL STANDARDS

During the financial year under review, the Company
has followed the applicable Secretarial Standards.

27. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

Particulars required to be furnished under Sub-section
(3) (m) of Section 134 of the Act read with rule 8 of the
Companies (Accounts) Rules, 2014 are as under:

a. Energy Conservation

1. The Company has generated 6.98% of its
total power requirement for the R&D centre
at Thube Park, Shivaji Nagar, Pune, through
renewable solar energy. This marks the
sixth consecutive year of renewable power
generation from the 45 kW solar plant
installed at the facility.

Policy benefits:- The Company is benefiting
from lower electricity tariffs and electricity
duty exemptions under the Maharashtra IT
Policy for its Head Office and R&D centre
in Pune. Additionally, the Nashik office was
included under the same policy benefits
during 2024-25.

2. We encourage sustainability by promoting
metro travel, adopting electric vehicles and
reducing internal air travel through virtual
meetings.

b. Technology Absorption, Adaptation and
Innovation

The Company continues to use the latest
technology for improving the productivity and
quality of its products and services and also
focuses on innovation and protecting consumers
around the world with the latest technology. Few
of the steps taken are provided below:

1. Rooted in culture of Innovation, our

engineering team submitted over 236 ideas
at the "Ideathon" series out of which 67 ideas
made to the final round. The Company has
already adopted over 20 innovative ideas.

2. Strengthen capability to detect AI generated
misinformation, deep fakes and malwares.

3. Collaboration with top tier research

organizations in Banking and Cybersecurity.

4. Promote and fund team members to

represent & participate in Technology
Summits, research conferences and

hackathons.

5. Our R&D team continues to do ground
breaking research which resulted in our ideas
being selected at marquee conferences
across the globe. Team presented at 9
prestigious international conferences and
4 national conferences. Notably, Botconf
(France), 2024, Virus Bulletin (Dublin), Avaar
(Chennai) and C0c0n (Gandhinagar).

6. The Company has earned 4 international
certifications from AVLab and AV Test
Institute, as well as 1 additional Patent in
the financial year 2024-25. To know about 9
Patents please refer to page no 4 and 5.

7. During the financial year your Company
has spent '' 135.95 Crores on Research and
Development.

c. Foreign Exchange earnings and outgo:

Total foreign exchange earnings and outgo for the

financial year were as follows:

Particulars	Year ended March 31, 2025	Year ended March 31, 2024
Total foreign	6.43	5.44
exchange outgo
Total foreign	18.94	18.53
exchange earnings

28. PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

There are no Loans, Guarantees provided or
Investments made by the Company as on
March 31,2025.

29. RELATED PARTY TRANSACTIONS

All related party transactions carried out during the
year were carried out on an arm’s length basis and
in the ordinary course of business. There were no
materially significant related party transactions with
the Company’s Promoters, Directors, Management or
their relatives, which could have had a potential conflict
with the interests of the Company.

All the transactions with related parties were approved
by the Audit Committee and the Board of Directors
pursuant to provisions of Regulation 23 of the SEBI
LODR. [The particulars of contracts entered into
during the year are given in Form AOC-2 enclosed as
Annexure E].

The Board has approved a policy for related party
transactions which is available on the Company’s
website at https://www.quickheal.co.in/documents/
investors/policies/policy-on-related-party-
transactions-25.pdf.

30. CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The Company has a strong commitment to the society
we live in. Your Company has chosen ''Quick Heal
Foundation’ and implements its CSR objects through
the Foundation. The Company strives to promote
Cybersecurity awareness, promotion of education and
community development impacting over 68 Lakhs lives.
The Company’s CSR policy is available on our website at
https://www.quickheal.co.in/investors/company-policies.

During the year under review, the Company spent a
total of '' 1.66 Crores on CSR activities, vis-a-vis '' 0.87
Crores i.e. 2% of the Average Net Profit calculated as
per provisions of the Section 135 of the Companies Act,
2013. The Company continues to remain committed
towards undertaking CSR activities for the welfare of
society.

A detailed report on CSR activities of your Company
under the provisions of the Companies Act, 2013
during the financial year 2024-25 is given as
Annexure F.

31. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Board of Directors of your Company are responsible
for ensuring that the Internal Financial Controls ("IFC")
are laid down in the Company and that such controls are
adequate and are operating efficiently and effectively.
The Company’s IFC policies are commensurate with
its requirements and are operating effectively. The IFC
covered the policies and procedures adopted by the
Company for ensuring orderly and efficient conduct
of business including adherence to the Company’s
policies, safeguarding of the assets of the Company,
prevention and detection of fraud and errors, accuracy
and completeness of accounting records and the
timely preparation of reliable financial information.

32. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a well laid down Vigil Mechanism/
Whistle Blower Policy as required under Section 177(9)
of the Companies Act, 2013 and regulation 22 of SEBI
LODR, details of which are given in the Report on
Corporate Governance forming a part of this Annual
Report. It provides for adequate safeguard against
victimization of persons who avails this mechanism
and allows direct access to the Chairman of the Audit
Committee. The Company has also uploaded the said
Whistle Blower Policy on its website at https://www.
quickheal.co.in/investors/company-policies.

33. INVESTOR EDUCATION AND PROTECTION FUND

In accordance with the provisions of Sections 124 and
125 of the Act and Investor Education and Protection
Fund (Accounting, Audit, Transfer and Refund) Rules,
2016 ("IEPF Rules"), dividends of a company which

remain unpaid or unclaimed for a period of seven
years from the date of transfer to the Unpaid Dividend
Account shall be transferred by the Company to the
Investor Education and Protection Fund ("IEPF"). In
terms of the foregoing provisions of the Act, Dividend
of '' 1,78,845/- and 584 number of shares were
transferred to the IEPF by the Company during the
financial year 2024-25.

34. ANNUAL RETURN

Pursuant to Section 92(3) of the Act, the Draft Annual
Return as on March 31,2025 is available on Companies
website on https://www.quickheal.co.in/documents/
investors/quick-heal-annual-return-2025.pdf

35. DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Policy on Prevention
of Sexual Harassment at workplace in line with
requirements of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.
Internal Committee(s) has been set up across all its
required locations in India to address complaints
received regarding sexual harassment. There were no
complaints reported during the financial year 2024-25.

36. OTHER MATTERS

The Directors state that during the financial year under
review -

a) Neither the Managing Director nor the Whole¬
time Director of the Company received any
remuneration or commission from any of its
subsidiaries.

b) No significant or material orders were passed
by the Regulators or Courts or Tribunals which
impact the going concern status and the
Company’s operations in future.

c) No fraud has been reported by the Auditors to
the Audit Committee or the Board under section
134(3).

d) There is no change in the nature of the business
of the Company.

e) There is no proceeding pending under the
Insolvency and Bankruptcy Code 2016.

f) There is no instance of one-time settlement with
any Bank or Financial Institution.

37. APPRECIATION

The Board places on record sincere gratitude and
appreciation for all the employees, customers, vendors,
investors, bankers, end users, dealers, distributors,
business partners and other business constituents
during the year under review. We also thank for the
support received from various government and
regulatory authorities.

For and on the behalf of the Board of Directors
Quick Heal Technologies Limited

Kailash Katkar Sanjay Katkar

Chairman & Managing Director Joint Managing Director

(DIN: 00397191) (DIN: 00397277)

Place: Pune

Date: May 06, 2025

---

Mar 31, 2024

The Board of Directors of your Company is pleased to present the 29th Annual Report along with the audited financial statements, for the financial year ended March 31,2024.

1. FINANCIAL RESULTS:

('' in Crores)
Particulars	Consolidated		Standalone
	2023-2024	2022-2023	2023-2024	2022-2023
Revenue from Operations (Net)	291.75	278.09	291.75	278.11
Other Income	21.39	22.13	21.37	22.38
Total Income	313.14	300.22	313.12	300.49
Expenses	274.33	276.21	274.48	275.31
Depreciation	12.60	15.99	12.60	15.99
Total Expenditure	286.93	292.20	287.08	291.30
Profit Before Tax	26.21	8.02	26.04	9.29
Total Tax	1.97	1.62	1.97	1.59
Profit After Tax	24.24	6.40	24.07	7.70
The abovementioned figures are extracted from financial statements prepared in accordance with the Indian accounting standards (IND AS).

The Standalone and Consolidated Financial Statements of the Company for the financial year 2023-24 are prepared in compliance with the applicable provisions of the Companies Act 2013 (the ‘Act'') including Indian Accounting Standards specified under section 133 of the Act. The audited Standalone and Consolidated Financial Statements together with the Auditors’ Report thereon forms part of the Annual Report of the financial year 2023-24. The Auditors’ Report on Standalone and Consolidated financials is unmodified.

2. COMPANY PERFORMANCE OVERVIEW AND OUTLOOK

Your Company recorded a total income of '' 313.14. Crores for the financial year 2023-24 as against '' 300.22 Crores in 2022-23, resulting in an increase of 4.30% in the total income during the year under review on consolidated basis. The Profit after Tax of the Company was increased by 278.8% from '' 6.40 Crores in the year 2022-23 to '' 24.24 Crores in the year under review.

Outlook of the business has been discussed in detail in the "Management Discussion and Analysis" which forms a part of this Annual Report.

3. DIVIDEND

The Board of Directors of your Company have recommended a final Dividend @ 30% i.e. '' 3/- per fully paid up equity shares of '' 10 each, for the financial year

2023-24. The payment of aforesaid Dividend is subject to the approval of the Members at the ensuing Annual General Meeting.

The total dividend for the financial year 2023-24 would involve a total outflow of '' 16.05 crores resulting in a dividend pay-out ratio of 66.68.% of the standalone profits of the Company.

I n view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, the dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

The dividend recommended for the financial year 202324, is in compliance with the Dividend Distribution Policy in terms of regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR). The Dividend Distribution Policy of the Company is also hosted on the website of the Company and can be viewed at https://www.quickheal.co.in/documents/ investors/Dividend-Distribution-Policy-21.pdf.

4. TRANSFER OF PROFITS TO RESERVES

Your directors have decided not to transfer any amount to the General Reserve and to carry forward the entire surplus under the Statement of Profit & Loss.

5. PUBLIC DEPOSITS

During the year under review, your Company did not accept any deposits under section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time.

6. REPORT ON PERFORMANCE OF SUBSIDIARIES

The Company has two subsidiaries as of March 31, 2024. There are no associates or joint venture companies within meaning of Section (2)(6) of the Companies Act, 2013. There has been no material change in the nature of the business of the subsidiaries. A statement containing salient features of the financial statements of subsidiary Companies in Form AOC-1, as required under section 129 (3) of the Companies Act, 2013, forms a part of this Board’s Report and is annexed as Annexure A. The audited financial statements in respect of each of the subsidiaries shall be kept open for inspection at the Registered Office of the Company on all working days between 11.00 a.m. to 1:00 p.m. up to the date of the forthcoming AGM. Further, the Company will make available the audited annual accounts and related information about the subsidiary companies, upon request by any Member of the Company.

7. MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)

As per the provisions of Regulation 34 of the SEBI LODR a detailed review by the Management of the business operations of the Company is presented under separate section "Management Discussion and Analysis" (MD&A) which forms a part of this Annual Report. The MD&A Report captures your Company’s performance, industry trends and other material changes with respect to your Company.

8. CORPORATE GOVERNANCE REPORT

Your Company believes in adopting the best practices of corporate governance. The Company has complied with the regulatory provisions for Corporate Governance as prescribed under Schedule V of SEBI LODR. The quarterly Corporate Governance Reports are submitted to the stock exchanges in compliance with the regulatory provisions. A certificate from M/s J. B. Bhave & Co., Practicing Company Secretaries, confirming compliance with the conditions of the Corporate Governance, forms a part of this Annual Report.

9. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

A Business Responsibility and Sustainability Report as per Regulation 34 of the SEBI LODR, detailing the various initiatives taken by the Company on the environmental, social and governance front forms an integral part of this Annual Report.

10. INTERGATED REPORT

The Company has provided an Integrated Report which encompasses both financial and non-financial information to enable the Members to take well-informed decisions and have a better understanding of the Company’s long-term perspective. The Report also touches upon aspects such as organization’s strategy, governance framework, performance and prospects of value creation based on the six forms of capital viz. financial, service, intellectual, human, social & relationship and natural capital.

11. RISK MANAGEMENT

The Company has put in place a robust risk management framework which facilitates the identification of risks and also mitigation thereof. The Audit Committee and Risk Management Committee are updated on the risks on a quarterly basis. There are no risks which in the opinion of your board threaten the existence of the Company. However, risks that may pose a concern, are explained under Management Discussion and Analysis which forms part of this Annual Report.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There have been no other material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

13. LISTING ON STOCK EXCHANGES

The Company’s shares are listed on BSE Limited and the National Stock Exchange of India Limited.

14. COMPLIANCE WITH THE CODE OF CONDUCT

A declaration signed by the Managing Director affirming compliance with the Company’s Code of Conduct by the Directors and Senior Management Personnel, for the financial year 2023-24, as required under Schedule V of the SEBI LODR forms a part of this Annual Report.

15. DIRECTORS & KEY MANAGERIAL PERSONNEL (KMPS)

a. Composition of Board & Details of KMPs

As on March 31, 2024, the Board comprised of two Executive Directors, four Non-Executive Independent Directors and one Non-Executive Director. The Board is well diversified and consists of one Women Independent Director.

Mr. Kailash Katkar, Managing Director, Mr. Sanjay Katkar, Joint Managing Director, Mr. Vishal Salvi, Chief Executive Officer (CEO), Mr. Ankit Maheshwari, Chief Financial Officer (CFO) and Mr. Sarang Deshpande, Company Secretary (CS) are the Key Managerial Personnel of the Company within the meaning of sections 2(51) and 203 of the Companies Act, 2013 read together with the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

b. Appointment & Cessation during the year:

Mr. Sanjay Katkar (DIN: 00397277, Joint Managing Director of the Company, retires by rotation at the ensuing AGM and, being eligible, offers himself for re- appointment. A Profile of Mr. Sanjay Katkar, as required by Regulation 36(3) of the SEBI LODR will be given in the Notice convening the forthcoming AGM.

The term of appointment of Mr. Amitabha Mukhopadhyay as an independent non executive director is expiring on June 9, 2024, however Board of Directors in their meeting held on April

25, 2024 had appointed him as an additional director and renewed his term as an independent director for another period of 5 years i.e. up to June 10, 2029 subject to approval through special resolution at the ensuing annual general meeting. Mr. Kailash Katkar resigned as CEO and continued as Managing Director w.e.f. July 3, 2023

Mr. Vishal Salvi appointed as CEO of the Company w.e.f. July 3, 2023.

Mr. Navin Sharma resigned as CFO w.e.f. April 18, 2023 and Mr. Ankit Maheshwari appointed as CFO w.e.f. April 26, 2023

Mr. Srinivas Rao resigned as Company Secretary w.e.f. July 17, 2023 and Mr. Sarang Deshpande appointed as Company Secretary w.e.f. October

26, 2023.

Mr. Vinav Agarwal resigned as Compliance officer w.e.f. September 15, 2023 and Mr. Vikram

Dhanani appointed as Compliance Officer w.e.f. October 26, 2023.

c. Policy on Director''s Appointment and Remuneration

The details including the composition and terms of reference of the Nomination and Remuneration Committee and the meetings thereof held during the Financial Year and the Remuneration Policy of the Company and other matters provided in Section 178(3) of the Act are given in the Report on Corporate Governance section forming part of this Annual Report.

The Policy for appointment of a new director on the board is available on Company’s website at https://www.quickheal.co.in/ documents/investors/policies/Nomination_and_ Remuneration_Policy.pdf

16. BOARD AND ITS COMMITTEE''S MEETINGS

During the financial year 2023-24, six Board meetings were held. The maximum time gap between any two meetings did not exceed the prescribed period of one hundred twenty days. The details of the attendance of Directors at the Board Meetings and Committees Meetings such as Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee are given in the Corporate Governance Report which forms part of this Report.

17. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of your Company to the best of their knowledge and ability hereby state and confirm that:

a) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the same period.

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in

accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a going concern basis;

e) Proper internal financial controls have been laid down in the company that are adequate and were operating effectively.

f) Proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems are adequate and are operating effectively.

18. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from each Independent Director under section 149(7) of the Companies Act, 2013 that he/she fulfils the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI LODR.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and the Code of Conduct for Directors and senior management personnel of the Company.

Based on the confirmations/disclosures received from the Directors under Section 149(7) of the Companies Act 2013 and on evaluation of the relationships disclosed, the following Non-Executive Directors are considered as Independent Directors:

a. Mr. Amitabha Mukhopadhyay

b. Ms. Apurva Joshi

c. Mr. Bhushan Gokhale

d. Mr. Richard Stiennon

19. BOARD EVALUATION

The Board has established a comprehensive process to evaluate the performance of the Board, its Committees and of individual directors. The performance evaluation matrix defining the criteria of evaluation for each of the above has been put in place. The performance evaluation of the Independent Directors was carried out by the other members of the Board (excluding the Director being evaluated). A meeting of the Independent Directors was held on March 26, 2024, to review the performance of Non-Independent Directors and the Board as a whole. The Chairperson of the Nomination & Remuneration Committee had updated the other members of the Board about the outcome of the evaluation process.

20. SUCCESSION PLANNING

Your Company have an effective mechanism for succession planning which focuses on orderly succession of board members and other senior management team. The Nomination and Remuneration Committee implements this mechanism, with the help of P&C and in concurrence with the Board.

This process for senior management was initiated by defining the unique roles by differentiating competencies. The next step was key role identification and succession planning design where certain key business roles were identified which will enhance organizational performance and provides long term competitive advantage. Now we are in the completing stage of final step i.e identification of successors and by providing required training to those successors so as to build leadership capabilities across all business units and mitigating risk of loss of experienced leadership.

21. COMMITTEES OF THE BOARD During the year under review, the composition of different Committees of your Board of Directors is given hereunder:
Sr. No.	Committee	Composition
1	Audit Committee	Mr. Amitabha Mukhopadhyay (Chairperson)	Mr. Sanjay Katkar	Mr. Bhushan Gokhale	Ms. Apurva Joshi
2	Nomination and Remuneration Committee	Ms. Apurva Joshi (Chairperson)	Mr. Kailash Katkar	Mr. Amitabha Mukhopadhyay	-
3	Stakeholders Relationship Committee	Mr. Bhushan Gokhale (Chairperson)	Mr. Kailash Katkar	Mr. Amitabha Mukhopadhyay	Ms. Apurva Joshi
4	Risk Management Committee	Ms. Apurva Joshi (Chairperson)	Mr. Kailash Katkar	Mr. Sanjay Katkar	-
5	CSR Committee	Ms. Apurva Joshi (Chairperson)	Mr. Kailash Katkar	Mr. Sanjay Katkar	-

22. SECRETARIAL AUDIT REPORT

As required by Section 204 of the Companies Act, 2013 and Rules made thereunder, the Board appointed M/s. J B Bhave & Co., Practicing Company Secretaries, Pune as the Secretarial Auditors of the Company for the financial year 2023-24. There are no qualifications/ observations/ remarks in the Secretarial Audit Report for the year ended March 31, 2024. The Secretarial Auditor has not reported any fraud during the financial year.

EXPLANATION ON SECRETARIAL AUDITORS REPORT.

The Secretarial Auditors Report are self-explanatory and therefore do not call for any separate or further comments or explanations.

The Secretarial Auditor’s Report forms part of this Annual Report, annexed as Annexure B.

23. STATUTORY AUDITORS

M/s MSKA & Associates, Chartered Accountants (Firm Registration No. 105047W), were appointed by the Shareholders at the 24th AGM held on July 15, 2019, as Statutory Auditors for a term of five consecutive years to hold office until conclusion of ensuing 29th AGM. The Board of directors in its meeting held on April 25, 2024, has recommended re-appointment of M/s MSKA & Associates, Chartered Accountants (Firm Registration No. 105047W) for term of 5 years accordingly, the Notice of ensuing 29th AGM would include the proposal for re-appointment of Statutory Auditors.

EXPLANATION ON AUDITORS REPORT STATUTORY AUDITOR.

The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any separate or further comments or explanations.

24. INTERNAL AUDITORS

The Board has appointed M/s. Protiviti India Member Private Limited, as Internal Auditors of the Company for the financial year 2024-25.

25. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSOANNEL AND SENIOR MANAGEMENT

As required under Section 197 (12) of the Act read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement

showing details of personnel drawing remuneration in excess of the prescribed limit under the said rules, are annexed as ''Annexure C to this Boards’ Report. The Statement containing names of top ten employees, in terms of remuneration drawn and the particulars of employees as required under section 197 (12) of the act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is provided in a separate statement. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the members excluding the aforesaid Annexure. The said Statement is also open for inspection at the registered office up to the date of the ensuing Annual General Meeting. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

The managerial remuneration paid to Executive Directors for the financial year 2023-24 is in excess of the limits prescribed under the Act and SEBI LODR. Accordingly, the Board of Directors have recommended the same for approval of the shareholders.

26. EMPLOYEE STOCK OPTION SCHEME

Your Company has two Employee Stock Option Plans namely, Employees Stock Option Scheme 2014 and Employees Stock Option Scheme 2021 for granting Term based and performance-based Stock Options to Employees.

The above schemes are in line with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulation, 2021 ("SBEB Regulations"). The Company has obtained a certificate from the Secretarial Auditors of the Company stating that the Schemes have been implemented in accordance with the SBEB Regulations and the resolutions passed by the members. The certificates are available for inspection by members in electronic mode. The details as required to be disclosed under the SBEB Regulations can be accessed at https://www. quickheal.co.in/investors. During the year under report, no employee has been granted stock options, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of your Company. The details of activities under the scheme have been summarized in the Notes forming part of Financial Statements and annexed as Annexure D.

27. SECRETARIAL STANDARDS

During the financial year under review, the Company has followed the applicable Secretarial Standards.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required to be furnished under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as under:

a. Energy Conservation

Company installed 45KW solar plant at its R&D centre located at Thube Park, Shivaji Nagar, Pune. The plant generated 6.42% of its total energy requirement for said R&D centre.

Policy benefits:- Company is availing lower electricity tariff & electricity duty exemption under Maharashtra IT policy.

b. Technology Absorption, Adaptation and Innovation

The Company continues to use the latest technology for improving the productivity and quality of its products and services and also focuses on innovation and protecting consumers around the world with the latest technology. Few of the steps taken are provided below:

1) Conduct Innovation Week involving team members across locations.

2) Promote and fund team members to represent & participate in Technology Summits, research conferences and hackathons.

3) Induct interns from IITs and other top tier academic institutes to explore new areas

4) Enable team members with AI/ML, GenAI, etc trainings from new generation companies such as AWS, Microsoft, etc

5) Provide lab environment to explore use cases on Gen AI

c. Foreign Exchange earnings and outgo:

Total foreign exchange earnings and outgo for the financial year were as follows:

('' in Crores)
Particulars	Year ended March 31, 2024	Year ended March 31, 2023
Total foreign exchange outgo	5.44	8.29
Total foreign exchange earnings	18.53	15.42

29. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

There are no Loans, Guarantees and Investments provided by the Company as on March 31,2024.

30. RELATED PARTY TRANSACTIONS

All related party transactions carried out during the year were carried out on an arm’s length basis and in the ordinary course of business. There were no materially significant related party transactions with the Company’s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company.

All transactions with related parties were approved by the Audit Committee and the Board of Directors. The particulars of contracts entered into during the year are given in Form AOC-2 enclosed as Annexure E.

31. CORPORATE SOCIAL RESPONSIBILITY ("CSR")

Your Company has a strong commitment to the society we live in. Your Company has chosen ''Quick Heal Foundation’ and implements its CSR objects through the Foundation. The Company strives to promote Cybersecurity awareness, promotion of education and community development. The Company’s CSR policy is available on our website at https://www.quickheal. co.in/investors/company-policies.

During the year under review, the Company spent a total of '' 1.82 Crores on CSR activities, vis-a-vis '' 1.71 Crores i.e. 2% as per provisions of the Section 135 of the Companies Act, 2013. The Company continues to remain committed towards undertaking CSR activities for the welfare of society.

A detailed report on CSR activities of your Company under the provisions of the Companies Act, 2013 during the financial year 2023-24 is given as Annexure F.

32. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Board of Directors of your Company are responsible for ensuring that the Internal Financial Controls ("IFC") are laid down in the Company and that such controls are adequate and are operating efficiently and effectively. The Company’s IFC policies are commensurate with its requirements and are operating effectively. The IFC covered the policies and procedures adopted by the Company for ensuring orderly and efficient conduct of business including adherence to the Company’s policies, safeguarding of the assets of the Company, prevention and detection of fraud and errors, accuracy and completeness of accounting records and the timely preparation of reliable financial information.

33. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a well laid down Vigil Mechanism/ Whistle Blower Policy, details of which are given in the Report on Corporate Governance forming a part of this Annual Report. The Company has also uploaded the said Whistle Blower Policy on its website at https:// www. quickheal.co.in/investors/company-policies.

34. INVESTOR EDUCATION AND PROTECTION FUND

In accordance with the provisions of Sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividends of a company which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the company to the Investor Education and Protection Fund ("IEPF"). In terms of the foregoing provisions of the Act, '' 1,32,095 dividend amount and 1719 number of shares were transferred to the IEPF by the Company during FY 2023-24.

35. OTHER MATTERS

Your Directors state that during the financial year under review -

i. Neither the Managing Director nor the Wholetime Director of the Company received any remuneration or commission from any of its subsidiaries.

ii. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company’s operations in future.

iii. No fraud has been reported by the Auditors to the Audit Committee or the Board under section 134(3).

iv. There is no change in the nature of the business of the Company.

v. There is no proceeding pending under Insolvency and Bankruptcy Code, 2016

vi. There is no instance of one-time settlement with any Bank or Financial Institution.

vii. Change in name of premises wherein registered office of the Company is situated from "Marvel Edge" to " Solitaire Business Hub"

36. ANNUAL RETURN

Pursuant to Section 92(3) of the Act, the Annual Return as on March 31, 2023 is available on Companies website on https://www.quickheal.co.in/documents/ investors/quick-heal-annual-returnt-2023.pdf

37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Internal Committee(s) has been set up across all its required locations in India to address complaints received regarding sexual harassment. There were no complaints reported during the financial year 2023-24.

38. APPRECIATION

Your Board places on record sincere gratitude and appreciation for all the employees, customers, vendors, investors, bankers, end users, dealers, distributors, business partners and other business constituents during the year under review. We also thank the support received from various government and regulatory authorities.

---

Mar 31, 2019

DIRECTORS’ REPORT

Dear Members,

The Board of Directors of your Company is pleased to present the 24th Annual Report along with the audited financial statements, for the financial year ended March 31, 2019.

1. FINANCIAL HIGHLIGHTS

(All amounts are in Rs, Millions, unless otherwise stated)

Particulars	2018-2019	2017-2018
Revenue from Operations (Net)	3,149.26	3,183.15
Other Income	326.67	300.02
Total Income	3,475.93	3,483.17
Profit Before Tax	1,370.19	1,234.16
Total Tax	451.95	404.11
Profit After Tax	918.24	830.05

2. BUSINESS OPERATIONS AND OUTLOOK

Your Company recorded a total income of Rs, 3,475.93 Million for the financial year 2018-19 as against Rs, 3,483.17 Million in 2017-18 resulting in a decrease of 1.1% in the total revenue during the year under review on Consolidated basis. The Company continued to position itself as one of the leading players in market. The Profit after Tax of the Company rose by 10.62% from Rs, 830.05 Million in 2017-18 to Rs, 918.24 Million in the year under review.

Outlook of the business has been discussed in detail in the "Management Discussion and Analysis" which forms a part of this Annual Report.

3. DIVIDEND

The Board of Directors of your Company have recommended a Dividend @ 20% i.e. Rs, 2/- per equity share, for the financial year 2018-19.

The payment of aforesaid Dividend is subject to the approval of the Members at the ensuing Annual General Meeting.

4. SHARE BUYBACK

The Board, at its meeting held on March 5, 2019, approved a proposal for the Company to buy back its fully-paid-up equity shares of face value Rs, 10/- each from the eligible equity shareholders of the Company for an amount not exceeding Rs, 1,750 Million. The shareholders approved the proposal of buyback of equity shares through the postal ballot and e-voting that concluded on April 12, 2019. The buyback offer comprised a purchase of 6,363,636 equity shares aggregating 23.87% of the paid-up equity share capital and free reserves as per the latest audited financial statements of the Company as on March 31, 2018, on a standalone basis at a price of Rs, 275/- per equity share. The buyback will be offered to all eligible equity shareholders (including those who became equity shareholders as on the record date of the Company (i.e. April 26, 2019) on a proportionate basis through the ‘Tender offer'' route. In this regard, the Promoter and Promoter Group entities have expressed their intention to participate in the buyback vide their letters dated March 6, 2019 and may tender up to an aggregate maximum of 4,602,772 Equity Shares or such lower number of equity shares in accordance with the provisions of Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018. The Company had filed the draft letter of offer with Securities and Exchange Board of India (SEBI) on April 24, 2019. Further, the Company has received final SEBI observations on the Draft Letter of Offer, and shall be dispatching the Letter of Offer for the Buyback to the eligible shareholders appearing on the record date of April 26, 2019, on or before May 13, 2019.

5. TRANSFER OF PROFITS TO RESERVES

Your Directors have decided not to transfer any amount to General Reserve and to carry forward the entire surplus under the Statement of Profit & Loss.

6. PUBLIC DEPOSITS

During the year under review, your Company did not accept any deposits within the meaning of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time.

7. REPORT ON PERFORMANCE OF SUBSIDIARIES

A statement containing salient features of the financial statements of Subsidiary Companies in Form AOC-1, as required under section 129 (3) of the Companies Act, 2013, forms a part of this Annual Report and is annexed as Annexure A. The audited financial statements in respect of each of the subsidiaries shall be kept open for inspection at the Registered Office of the Company on all working days between 11.00 a.m. to 1:00 p.m. up to the date of the forthcoming Annual General Meeting. Further, the Company will make available the audited annual accounts and related information of the subsidiary companies, upon request by any Member of the Company.

8. CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements ("CFS") of your Company along with its subsidiaries as at March 31, 2019 have been prepared in accordance with the Indian Accounting Standard on ‘Consolidated Financial Statements'' issued by the Institute of Chartered Accountants of India read together with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI (LODR) Regulations") form a part of this Annual Report. The Auditors'' Report on the CFS is also attached, which is unqualified.

9. MANAGEMENT DISCUSSION AND ANALYSIS

As per the provisions of Regulation 34 of the SEBI (LODR) Regulations 2015, a detailed review by the Management of the business operations of the Company, future outlook of its business is presented under separate section "Management Discussion and Analysis" which forms a part of this Annual Report.

10. CORPORATE GOVERNANCE

Our value system, culture and policies reflect in our Corporate Governance practices. The Company has complied with the regulatory provisions for Corporate Governance as prescribed under Schedule V of SEBI (LODR) Regulations, 2015. The quarterly Corporate Governance Reports are submitted with the stock exchanges in compliance with the regulatory provisions. M/s J. B. Bhave & Co., Practicing Company Secretary confirming compliance of conditions of the Corporate Governance, forms a part of this Annual Report.

11. COMPLIANCE WITH THE CODE OF CONDUCT

A declaration signed by the Managing Director & CEO affirming compliance with the Company''s Code of Conduct by the Directors and Senior Management Personnel, for the financial year 2018-19, as required under Schedule V of the SEBI (LODR) Regulations, forms a part of this Annual Report.

12. DIRECTORS & KEY MANAGERIAL PERSONNEL

Mr. Sanjay Katkar (DIN: 00397277), Joint Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment. A Profile of Mr. Sanjay Katkar, as required by Regulation 36(3) of the SEBI (LODR) Regulations are given in the Notice convening the forthcoming Annual General Meeting.

Mr. Kailash Katkar, Managing Director & CEO, Mr. Sanjay Katkar, Joint Managing Director & CTO, Mr. Nitin Kulkarni, Chief Financial Officer are the Key Managerial Personnel of the Company within the meaning of sections 2(51) and 203 of the Companies Act, 2013 read together with the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, as on March 31, 2019.

During the year, Mr. Raghav Mulay, Company Secretary and who was also Key Managerial Personnel of the Company had resigned effective January 16, 2019 and Mr. Srinivasa Rao Anasingaraju is appointed as Company Secretary of the Company effective May 10, 2019, who is designated as Key Managerial Personnel of the Company.

Mr. Pradeep V. Bhide, an Independent Director, resigned as Member of the Board effective April 01, 2019.

13. BOARD MEETINGS

During the financial year 2018-19, 6 (Six) Board meetings were held, details are as under;

S. No.	Date of Meeting
1.	April 10, 2018
2.	May 10, 2018
3.	August 08, 2018
4.	November 12, 2018
5.	February 13, 2019
6.	March 05, 2019

The maximum time gap between any two meetings did not exceed prescribed period of one hundred twenty days.

14. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended March 31, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the same period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls in the company that are adequate and were operating effectively.

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

15. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from each Independent Director under section 149(7) of the Companies Act, 2013, that he/she the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

16. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS

The Board has established a comprehensive process to evaluate the performance of the Directors, Committee and the Board. The performance evaluation matrix defining the criteria of evaluation for each of the above has been put in place. The performance evaluation of the Independent Directors was carried out by the Board (excluding the Director being evaluated). The Independent Directors also reviewed the performance of Non-Independent Directors. The Chairman had updated the other Members of the Board about the outcome of the process.

17. COMMITTEES OF THE BOARD

During the year under review, the composition of different Committees of your Board of Directors is given hereunder:

Sr. No	Committee	Chairperson	Member	Member	Member	Member
1	*Audit Committee	Mr. Pradeep Vasudeo Bhide	Mr. Kailash Katkar	Mr. Manu Parpia	Ms. Apurva Joshi	Ms. Priti Rao
2	Nomination and Remuneration Committee	Mr. Manu Parpia	Mr. Kailash Katkar	Mr. Pradeep Vasudeo Bhide
3	Stakeholders Relationship Committee	Mr. Mehul Savla	Mr. Kailash Katkar	Ms. Apurva Joshi	#Mr. Pradeep Vasudeo Bhide
4	CSR Committee	Ms. Priti Rao	Mr. Kailash Katkar	Mr. Sanjay Katkar

* Audit Committee performs the functions of Risk Management Committee.

#Resigned as a Member of the Stakeholders and Relationship Committee effective June 26, 2018

18. SECRETARIAL AUDIT REPORT

As required by Section 204 of the Companies Act, 2013 and Rules made thereunder, the Board appointed M/s. J B Bhave & Co., Practising Company Secretaries, Pune as the Secretarial Auditors of the Company for the financial year 2019-20.

The Secretarial Auditor''s Report forms part of this Annual Report, annexed as Annexure B

19. STATUTORY AUDITORS

Under Section 139 of Companies Act, 2013 and Rules made thereunder, it is mandatory for the Company to rotate its statutory auditors on completion of the maximum term permitted under the said section. The current Auditors of the Company will be completing their term of 10 years on the conclusion of 24th Annual General Meeting of the Company. In this regard, the Audit Committee had proposed to the Board and the Board had recommended appointment of M/s MSKA & Associates (Firm Registration No. 105047W), Chartered Accountants as the Statutory Auditors of the Company to hold such office for a period of five consecutive years from the conclusion of 24th Annual General Meeting to the conclusion of 29th Annual General Meeting subject to approval by Members of the Company.

M/s MSKA & Associates, Chartered Accountants have confirmed their eligibility and willingness to accept office, if appointment is ratified by the Members of the Company.

20. AUDIT OBSERVATIONS

Auditors'' observations are suitably explained in notes to the Accounts and are self-explanatory.

21. COST AUDITORS

Pursuant to the provisions of Section 148(3) of the Companies Act, 2013 and applicable rules, the Board has appointed M/s. Bhavesh Marolia & Associates, as the Cost Auditors of the Company to conduct an audit of cost records maintained by the Company for the financial years 2019-20 and 2020-21 at a remuneration of '' 62,000/- and '' 70,000/- respectively, plus applicable taxes and out of pocket expenses. The remuneration payable to the Cost Auditors is subject to the approval of the Members at the ensuing Annual General Meeting.

22. INTERNAL AUDITORS

The Board appointed Earnst & Young LLP, Chartered Accountants, as Internal Auditors of the Company for the financial year 2019-20.

23. PARTICULARS OF EMPLOYEES REMUNERATION

Pursuant to the provisions of Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing details of personnel drawing remuneration in excess of the prescribed limit under the said rules, are annexed as ‘Annexure C’ to the Directors'' Report.

During the year under review, the Company continued to focus on talent conservation and talent development.

24. EMPLOYEE STOCK OPTION SCHEME

Your Company has two Employee Stock Option Plans namely, Employees Stock Option Scheme 2010 and Employees Stock Option Scheme 2014 for granting Term based and performance based Stock Options to Employees.

During the year under report, no employee has been granted stock options, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of your Company.

The details of activities under the scheme have been summarized in the Notes forming part of Financial Statements and annexed as Annexure D.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required to be furnished under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as under:

- Foreign Exchange earnings and outgo:

The operations of the Company involve low energy consumption. The Company has ensured that adequate measures are being taken to conserve energy.

- Technology Absorption, Adaptation and Innovation

The Company continues to use the latest technology for improving the productivity and quality of its products and services and also focuses on innovation and protecting consumers around the world with latest technology. With its continued focus on R&D, the company aims at releasing newer features as well as newer products in retail as well as enterprise/ government segment. During the year under review, the Company has initiated implementation of SAP. The implementation of SAP would provide thrust to the Company''s operations by further streamlining the processes as well as bringing more linearity.

The company has intensified its efforts on unique opportunities which the small and mid-size businesses are projecting with the digitization of India. Developing products that will address the cyber threats to these businesses and protecting their valuable data is an important area where the Company is innovating. In coming years, more investment will go into R&D of several technologies targeted towards products for enterprise, government and retail segments of your Company.

- Benefits derived from the R & D Activities:

Development of highly innovative product providing software security solutions and also fulfilling various added demands of consumers. The expenditure incurred in the same is detailed in the notes to Accounts annexed herewith.

26. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of Loans, Guarantees and Investments as on March 31, 2019, are given under Notes to the financial statements.

27. RELATED PARTY TRANSACTIONS

All the related party transactions carried out during the year were carried out at Arm''s Length basis and in ordinary course of business. There were no materially significant related party transactions with the Company''s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company.

All the transactions with related parties were approved by the Audit Committee and the Board of Directors. The particulars of contracts entered during the year are given in Form AOC-2 enclosed as Annexure E.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR)

- Your Company has a strong social commitment towards the society we live in. The Board of Directors of your Company is conscious of their inherent responsibility towards continued contribution to the society at large. This idea inspires your Company to be a trustworthy partner in building our nation and an ethical business player with this inspiration, your Company had formed a public charitable trust ‘Quick Heal Foundation''.

- Your Company selects one or more CSR activities as specified under Schedule VII of the Companies Act, 2013 for implementation in the area of its operation. The Company strives to promote cyber awareness and internet security and is dedicated towards promoting environment sustainability

- The Board of Directors of your Company has constituted a CSR Committee to help the Company to frame, monitor and execute the CSR activities of the Company under its CSR scope. The Committee defines the parameters and observes them for effective discharge of the social responsibility of your Company. The Directors have further approved the CSR Policy of the Company to provide a guideline for CSR activities of the Company.

- During the year under review, the Company has spent Rs, 14,200,000/- on CSR activities, out of the total amount of Rs, 20,928,128/- as per provisions of the Section 135 of the Companies Act, 2013.

- Your Company was in the process of further identifying worthwhile avenues for CSR expenditure during the year and in its absence, there was unspent of Rs, 6,728,128/-. The Company continues to remain committed towards undertaking CSR activities for the welfare of the society.

- A Report on CSR activities of your Company under the provisions of the Companies Act, 2013 during the financial year 2018-19 is given as Annexure ‘F’.

29. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Board of Directors of your Company are responsible for ensuring that the Internal Financial Controls ("IFC") are laid down in the Company and that such controls ae adequate and are operating efficiently and effectively. The Company''s IFC policies are commensurate with its requirements and are operating effectively. The Internal Financial Controls covered the policies and procedures adopted by the Company for ensuring orderly and efficient conduct of business including adherence to the Company''s policies, safeguarding of the assets of the Company, prevention and detection of fraud and errors, accuracy and completeness of accounting records and the timely preparation of reliable financial information.

30. VIGIL MECHANISM (WHISTLE BLOWER POLICY)

The Company has a well laid down Vigil Mechanism (Whistle Blower Policy), details of which are given in the Report on Corporate Governance forming a part of this Annual Report. The Company has also uploaded the said Whistle Blower Policy on its website at https://www.quickheal.co.in/ documents/investors/policies/Whistle-Blower-Policy.pdf.

31. RISK MANAGEMENT POLICY

The Audit Committee also functions as the Risk Management Committee. The Company has put in place a robust Risk Management Policy which facilitates identification of risks and also mitigation thereof. The Audit Committee is updated on the risks on a quarterly basis. There are no risks which in the opinion of your directors threaten the existence of the Company. However, risks that may pose a concern, are explained under Management Discussion and Analysis which forms part of this Annual Report.

32. OTHER MATTERS

Your Directors state that during the financial year under review -

i. Neither the Managing Director nor the Whole-time Director of the Company received any remuneration or commission from any of its subsidiaries.

ii. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company''s operations in future.

33. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of Annual Report, as on March 31, 2019, in Form MGT - 9 is placed on the website of the Company i.e. https://www.quickheal.co.in/documents/ investors.

34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Internal Complaints Committee(s) (ICC) has been set up across all its locations in India to address complaints received regarding sexual harassment.

There were no complaints reported during the financial year 2018-19

35. MATERIAL CHANGES/EVENTS AFTER BALANCE SHEET DATE

There were no material changes and commitments affecting the financial position during the period since the end of the financial year till the date of this report.

36. ACKNOWLEDGMENTS

Your Board places on record the help and the support received from the from customers, vendors, investors, bankers, end users, dealers, distributors, business partners, regulatory bodies and other business constituents during the year under review. Further, Board places on record its appreciation for the co-operation received from the employees. We also wish to acknowledge the support received from various government and regulatory authorities.

For and on the behalf of the Board of Directors

Sd/-

Kailash Katkar

Managing Director & CEO (DIN: 00397191)

Sd/-

Sanjay Katkar

Joint Managing Director & CTO

(DIN: 00397277)

Place: Pune

Date: May 10, 2019

---

Mar 31, 2018

Dear Members,

The Board of Directors of your Company are pleased to present the 23rd Annual Report along with the audited financial statements, for the financial year ended March 31, 2018.

1. FINANCIAL HIGHLIGHTS

(All amounts are in INR Millions, unless otherwise stated)

Particulars	2017-2018	2016-2017
Revenue from Operations (Net)	3,183.15	2,999.73
Other Income	300.02	284.51
Total Income	3,483.17	3,284.24
Profit Before Tax	1,234.16	838.71
Total Tax	404.11	306.44
Profit After Tax	830.05	532.27

2. BUSINESS OPERATIONS AND OUTLOOK

Your Company recorded a total income of INR 3,483.17 Million for the financial year 2017-18 as against INR 3,284.24 Million in 2016-17 resulting in an increase of 6.05% in the total income during the year under review. The Company continued to position itself as one of the leading players in market. The Profit after Tax of the Company rose by 55.95% from INR 532.27 Million in 2016-17 to INR 830.05 Million in the year under review.

The Indian cybersecurity market has been changing at unprecedented speed. The economies across globe and its components are becoming more and more digitized. However, with this changing scenario, the cyber threat landscape is also increasing. India ranked third in the list of countries where the highest number of cyber threats were detected, and second in terms of targeted attacks in 2017 More than 100 countries were affected by WannaCry, and India was the third most affected country in this attack.

To keep up with these changes, government has also taken widespread steps in protecting cyberspace with its initiatives like Cyber Swachchata Kendra, National Cybersecurity Coordination Centre, National Critical Information Infrastructure Protection Centre, all backed by a robust National Cyber Security Policy.

Your Company continues to invest in innovation and technology R&D and is at the forefront of adapting to the ever changing needs of its customers.

Business Outlook of the business has been discussed in detail in the “Management Discussion and Analysis” which forms a part of this Annual Report. It is the endeavor of the Company to enhance stakeholder value.

3. DIVIDEND

The Board of Directors of your Company have recommended a Dividend @ 30% i.e. INR 3.00/- per equity share, for the financial year 2017-18.

The payment of aforesaid Dividend is subject to the approval of the members at the ensuing Annual General Meeting.

4. TRANSFER OF PROFITS TO RESERVES

Your Directors have decided not to transfer any amount to General Reserve and to carry forward the entire surplus under the Statement of Profit & Loss.

5. PUBLIC DEPOSITS

During the year under review, your Company did not accept any deposits within the meaning of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time.

6. REPORT ON PERFORMANCE OF SUBSIDIARIES

A statement containing salient features of the financial statements of Subsidiary Companies in Form AOC-1, as required under section 129 (3) of the Companies Act, 2013, forms a part of this Annual Report and is annexed as Annexure A. The audited financial statements in respect of each of the subsidiaries shall be kept open for inspection at the Registered Office of the Company on all working days between 11.00 a.m. to 1:00 p.m. upto the date of the forthcoming Annual General Meeting. Further, the Company will make available the audited annual accounts and related information of the subsidiary companies, upon request by any Member of the Company.

7. CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements (“CFS”) of your Company along with its subsidiaries as at March 31, 2018 have been prepared in accordance with the Indian Accounting Standard on ‘Consolidated Financial Statements’ issued by the Institute of Chartered Accountants of India read together with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the SEBI (LODR) Regulations”) form a part of this Annual Report. The Auditors’ Report on the CFS is also attached, which is unqualified.

8. MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review by the Management of the business operations of the Company, future outlook of its business pursuant to the Schedule V of the SEBI (LODR) Regulations is presented under separate section “Management Discussion and Analysis” which forms a part of this Annual Report.

9. CORPORATE GOVERNANCE

The principles of Corporate Governance are enshrined in the very structure of your Company and forms a strong foundation. The Company has complied with the regulatory provisions for Corporate Governance as prescribed under Schedule V of SEBI (LODR) Regulations, 2015. The quarterly Corporate Governance Reports are submitted with the stock exchanges in compliance with the regulatory provisions. M/s J. B. Bhave & Co., Practicing Company Secretary have confirmed compliance of conditions of the Corporate Governance, and their report forms a part of this Annual Report.

10. COMPLIANCE WITH THE CODE OF CONDUCT

A declaration signed by the Managing Director & CEO affirming compliance with the Company’s Code of Conduct by the Directors and Senior Management Personnel, for the financial year 2017-18, as required under Schedule V of the SEBI (LODR) Regulations, forms a part of this Annual Report.

11. DIRECTORS & KEY MANAGERIAL PERSONNEL

Mr. Shailesh Lakhani (DIN: 03567739), Non-Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. A Profile of Mr. Shailesh Lakhani, as required by Regulation 36(3) of the SEBI (LODR) Regulations are given in the Notice convening the forthcoming Annual General Meeting.

During the year under review, Mr. Abhijit Shantaram Jorvekar, Vice President (Sales) and Executive Director separated from the Company from his executive capacity on account of his resignation and was re-classified as a Non-Executive Director of the Company w.e.f. November 10, 2017.

Mr. Rajesh Ghonasgi, Chief Financial Officer of the Company separated from the Company on account of his resignation w.e.f. February 28, 2018. Mr. Kailash S. Katkar, Managing Director & CEO, Mr. Sanjay S. Katkar, Joint Managing Director & CTO and Mr. Raghav Mulay, Company Secretary are the Key Managerial Personnel of the Company within the meaning of sections 2(51) and 203 of the Companies Act, 2013 read together with the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, as on March 31, 2018.

12. BOARD MEETINGS

During the financial year 2017-18, 4 (four) Board meetings were held on May 12, 2017, August 11, 2017, November 10, 2017 & February 7, 2018. The maximum time gap between any two meetings did not exceed prescribed period of one hundred twenty days.

13. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the same period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls in the company that are adequate and were operating effectively.

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

14. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

The Board confirms that all the Independent Directors of the Company have given a declaration to the Board that they continue to meet the criterion of independence as prescribed under Section 149 of the Companies Act, 2013.

15. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS

The Board has established a comprehensive process to evaluate the performance of the Directors, Committee and the Board. The performance evaluation matrix defining the criteria of evaluation for each of the above has been put in place. The performance evaluation of the Independent Directors was carried out by the Board (excluding the Director being evaluated).

A meeting of the Independent Directors was also held to review the performance of Non-Independent Directors and the Board as a whole. The Directors were updated by the Chairman about the outcome of the process.

16. COMMITTEES OF THE BOARD

During the year under review, Nominations and Remuneration Committee was re-constituted by your Board of Directors. The composition of different Committees of your Board of Directors is given hereunder:

Sr. No	Committee	Chairperson	Member	Member	Member
1	*Audit Committee	Mr. Sunil Sethy	Mr. Kailash Katkar	Mr. Pradeep Vasudeo Bhide	Ms. Apurva Joshi
2	Nomination and Remuneration Committee	Mr. Mehul Savla	Mr. Sunil Sethy	Mr. Pradeep Vasudeo Bhide	Mr. Kailash Katkar#
3	Stakeholders Relationship Committee	Mr. Pradeep Vasudeo Bhide	Mr. Sunil Sethy	Mr. Kailash Katkar	Mr. Mehul Savla
4	CSR Committee	Ms. Apurva Joshi	Mr. Kailash Katkar	Mr. Sanjay Katkar

* Audit Committee performs the functions of Risk Management Committee.

#Appointed as a Member of the Nomination and Remuneration Committee on May 12, 2017

17. SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Companies Act, 2013, the Board of Directors had appointed M/s. J B Bhave & Co., Practicing Company Secretaries, Pune, as the Secretarial Auditors of the Company for the financial year 2017-18 and 2018-19.

The Secretarial Auditors have provided an unqualified Secretarial Audit Report for the financial year 2017-18, which forms part of this Annual Report, annexed as Annexure B

18. STATUTORY AUDITORS

The Members of the Company at the Annual General Meeting of the Company held on August 11, 2017 had ratified the appointment of M/s SRBC & CO LLP, (Firm Registration No. 324982E/E300003), Chartered Accountants as the Statutory Auditors of the Company to hold such office till the conclusion of the ensuing the Annual General Meeting.

M/s SRBC & CO LLP, have confirmed their eligibility and willingness to accept office, if appointment is ratified by the Members of the Company.

Your Directors recommend ratification of appointment of Statutory Auditors to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of the Annual General Meeting to be held in the calendar year 2019.

19. AUDIT OBSERVATIONS

Auditors’ observations are suitably explained in notes to the Accounts and are self-explanatory.

20. COST AUDITORS

Pursuant to the provisions of Section 148(3) of the Companies Act, 2013, the Board has appointed M/s. Bhavesh Marolia & Associates, as the Cost Auditors of the Company to conduct an audit of cost records maintained by the Company for the financial year(s) 2017-18, 2018-19 at the remuneration of INR 47,250/- plus applicable government taxes and out of pocket expenses, per year.

The members of the Company had approved the remuneration payable to M/s Bhavesh Marolia & Associates at their Annual General Meeting held on August 11, 2017

21. INTERNAL AUDITORS

The Board of Directors of your Company has appointed M/s. KPMG, Chartered Accountants as Internal Auditors of the Company for the financial year 2018-19.

22. PARTICULARS OF EMPLOYEES REMUNERATION

Pursuant to the provisions of Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing details of personnel drawing remuneration in excess of the prescribed limit under the said rules, are annexed as ‘Annexure C’ to the Directors’ Report.

During the year under review, the Company continued to focus on talent conservation and talent development.

23. EMPLOYEE STOCK OPTION SCHEME

Your Company has two Employee Stock Option Plans namely, Employees Stock Option Scheme 2010 and Employees Stock Option Scheme 2014 for granting Term based and performance based Stock Options to Employees.

During the year under report, no employee has been granted stock options, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of your Company.

The details of activities under the scheme have been summarized in the Notes forming part of Financial Statements and annexed as Annexure D.

24. DEPOSITS

During the year under review, the Company has not accepted any deposits.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required to be furnished under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as under:

- Energy Conservation

The operations of the Company involve low energy consumption. The Company has ensured that adequate measures are being taken to conserve energy.

- Technology Absorption, Adaptation and Innovation

The Company continues to use the latest technology for improving the productivity and quality of its products and services and also focuses on innovation and protecting consumers around the world with latest technology. With its continued focus on R&D, the company aims at releasing newer features as well as newer products in retail as well as enterprise/ government segment. During the year under review, the Company has initiated implementation of SAP. The implementation of SAP would provide thrust to the Company’s operations by further streamlining the processes as well as bringing more linearity.

The company has intensified its efforts on unique opportunities which the small and mid-size businesses are projecting with the digitisation of India. Developing products that will address the cyber threats to these businesses and protecting their valuable data is an important area where the Company is innovating. In coming years, more investment will go into R&D of several technologies targeted towards products for enterprise, government and retail segments of your Company.

- Benefits derived from the R & D Activities:

Development of highly innovative product providing software security solutions and also fulfilling various added demands of consumers. The expenditure incurred in the same is detailed in the notes to Accounts annexed herewith.

26. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of Loans, Guarantees and Investments as on March 31, 2018, are given under Notes to the financial statements.

27. RELATED PARTY TRANSACTIONS

All the related party transactions carried out during the year were carried out at Arm’s Length basis and in ordinary course of business. There were no materially significant related party transactions with the Company’s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company.

All the transactions with related parties were approved by the Audit Committee and the Board of Directors. The particulars of contracts entered during the year are given in Form AOC-2 enclosed as Annexure E.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR)

- Your Company has a strong social commitment towards the society we live in. The Board of Directors of your Company are conscious of their inherent responsibility towards continued contribution to the society at large. This idea inspires your Company to be a trustworthy partner in building our nation and an ethical business player with this inspiration, your Company had formed a public charitable trust ‘Quick Heal Foundation’;

- Your Company selects one or more CSR activities as specified under Schedule VII of the Companies Act, 2013 for implementation in the area of its operation. The Company strives to promote cyber awareness and internet security and is dedicated towards promoting environment sustainability

- The Board of Directors of your Company has constituted a CSR Committee to help the Company to frame, monitor and execute the CSR activities of the Company under its CSR scope. The Committee defines the parameters and observes them for effective discharge of the social responsibility of your Company. The Directors have further approved the CSR Policy of the Company to provide a guideline for CSR activities of the Company.

- During the year under review, the Company has spent INR 10,825,000/- on CSR activities, out of the total amount of INR 17,935,273/- mandated as per law.

- Your Company was in the process of further identifying worthwhile avenues for CSR expenditure during the year and in its absence, there was unspent of INR 7,110,273/-. The Company continues to remain committed towards undertaking CSR activities for the welfare of the society.

- A Report on CSR activities of your Company under the provisions of the Companies Act, 2013 during the financial year 2017-18 is given as Annexure ‘F’.

29. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Board of Directors of your Company are responsible for ensuring that the Internal Financial Controls (“IFC”) are laid down in the Company and that such controls ae adequate and are operating efficiently and effectively. The Company’s IFC policies are commensurate with its requirements and are operating effectively. The Internal Financial Controls covered the policies and procedures adopted by the Company for ensuring orderly and efficient conduct of business including adherence to the Company’s policies, safeguarding of the assets of the Company, prevention and detection of fraud and errors, accuracy and completeness of accounting records and the timely preparation of reliable financial information.

30. VIGIL MECHANISM (WHISTLE BLOWER POLICY)

The Company has a well laid down Vigil Mechanism (Whistle Blower Policy), details of which are given in the Report on Corporate Governance forming a part of this Annual Report. The Company has also uploaded the said Whistle Blower Policy on its website at http://www.quickheal.com/investors/ whistle-blower-policy.

31. RISK MANAGEMENT POLICY

The Audit Committee also functions as the Risk Management Committee. The Company has put in place a robust Risk Management Policy which facilitates identification of risks and also mitigation thereof. The Audit Committee is updated on the risks on a quarterly basis. There are no risks which in the opinion of your Directors, threaten the existence of the Company. However, risks that may pose a concern, are explained under Management Discussion and Analysis which forms part of this Annual Report.

32. OTHER MATTERS

Your Directors state that during the financial year under review -

i. Neither the Managing Director nor the Whole-time Director of the Company received any remuneration or commission from any of its subsidiaries.

ii. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company’s operations in future.

33. ANNUAL RETURN

The extract of Annual Report, as on March 31, 2018, forms a part of this Report and is annexed as Annexure G.

34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Internal Complaints Committee(s) (ICC) has been set up across all its locations in India to address complaints received regarding sexual harassment.

There were no complaints reported during the financial year 2017-18.

35. MATERIAL CHANGES/EVENTS AFTER BALANCE SHEET DATE

There were no material changes and commitments affecting the financial position during the period since the end of the financial year till the date of this report.

36. ACKNOWLEDGMENTS

Your Board places on record the help and the sincere support received from the from the shareholders, end users, dealers, distributors, business partners, regulatory bodies and other business constituents during the year under review. The Board also places on record its appreciation for the cooperation received from the employees. The Board also wish to thank the support received from various government and regulatory authorities.

For and on the behalf of the Board of Directors

Kailash Katkar

Managing Director & CEO

(DIN: 00397191)

Sanjay Katkar

Joint Managing Director & CTO

(DIN: 00397277)

Place: Pune

Date: May 10, 2018

---

Mar 31, 2017

Dear Members,

The Board of Directors of your Company are pleased to present the 22^nd Annual Report along with the audited financial statements, for the financial year ended 31^st March 2017.

1. Financial Highlights

(In Rs. Millions)

Particulars	2016-2017	2015-2016
Revenue from Operations (Net)	2,999.73	3,020.90
Finance Income	244.20	65.41
Other Income	40.31	33.62
Total Income	3,284.24	3,119.93
Profit Before Tax	838.71	881.07
Provision for Tax
Current Tax	316.55	324.71
Deferred Tax	(10.11)	(22.72)
Profit After Tax	532.27	579.08

2. Business Operations and Outlook

Your Company recorded a total income of Rs. 3,284.24 million for the financial year 2016-17 as against Rs. 3,119.93 million in 2015-16 resulting in marginal increase in revenue during the year under review. The Company continued to position itself as one of the leading players in market.

Indian cyber security market is currently valued at $4 billion and is expected to grow to $35 billion by 2025 which is a nine fold increase while the global security market is expected to reach US$ 190 Billion by year 2025 from the approximately US$ 85 billion today. Your Company''s continued investments in innovation and technology has enabled it to undertake a number of diverse projects and adapt to the ever changing needs of consumers.

Your Company also partnered with an ambitious initiative launched by the Government of India, Cyber Swachhta Kendra (CSK), which is a botnet cleaning and malware analysis center. It aims to bring in enhanced security measures to Indian users and secure the cyber ecosystem. This is a huge leap of Government of India, partnered by your Company, in the Digital India Mission. Botnets can cause a wreck in the internet, especially so for India, as it is one of the highly botnet infected countries in the world.

Business Outlook of the business has been discussed in detail in the “Management Discussion and Analysis" which forms a part of this Annual Report. It is the endeavor of the Company to enhance stakeholder value.

3. Transfer of Profits to Reserves

Your Directors have decided not to transfer any amount to General Reserve and to carry forward the entire surplus under the Statement of Profit & Loss.

4. Dividend

The Board of Directors has recommended a Dividend @ 25 % i.e. Rs. 2.5/- per equity share for the financial year 2016-17.

The payment of aforesaid dividend is subject to the confirmation by the Members at the Annual General Meeting.

5. Public Deposits

During the year under review, your Company did not accept any deposits within the meaning of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time.

6. Report on performance of Subsidiaries

A statement containing salient features of the financial statements of Subsidiary Companies in Form AOC-1, as required under section 129 (3) of the Companies Act, 2013, forms a part of this Annual Report and is annexed as Annexure A. The audited financial statements in respect of each of the subsidiaries shall be kept open for inspection at the Registered Office of the Company on all working days between 11.00 a.m. to 1:00 p.m. upto the date of the forthcoming Annual general Meeting. Further, the Company will make available the audited annual accounts and related information of the subsidiary companies, upon request by any Member of the Company.

7. Consolidated Financial Statements

Consolidated Financial Statements ("CFS") of your Company and its subsidiaries as at 31^st March 2017 are prepared in accordance with the Indian Accounting Standard on ''Consolidated Financial Statements'' issued by the Institute of Chartered Accountants of India and the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI (LODR) Regulations") form a part of this Annual Report. The Auditors ‘Report on the CFS is also attached which is unqualified.

8. Management Discussion and Analysis

A detailed review by the Management of the business operations of the Company, future outlook of its business pursuant to the Schedule V of the SEBI (LODR) Regulations is presented under separate section "Management Discussion and Analysis" which forms a part of this Annual Report.

9. Corporate Governance

Your Company firmly believes that Corporate Governance practices constitute strong foundation on which successful organizations last. The Company follows the principles of Corporate Governance in letter and spirit. The Company has fully complied with the Requirements as prescribed under Schedule V of the SEBI (LODR) Regulations. The quarterly Corporate Governance Report, confirming that the Company has complied with statutory provisions, has been filed with the Stock Exchanges, where the shares of the Company are listed. A detailed Report on Corporate Governance and a certificate from M/s J. B. Bhave & Co., Practicing Company Secretary confirming compliance of conditions of the Corporate Governance, forms a part of this Annual Report.

10. Compliance with the Code of Conduct

A declaration signed by the Managing Director & CEO affirming compliance with the Company''s Code of Conduct by the Directors and Senior Management Personnel, for the financial year 2016- 17,as required under Schedule V of the SEBI (LODR) Regulations, forms a part of this Annual Report.

11. Directors & Key Managerial Personnel

Mr. Kailash Sahebrao Katkar (DIN: 00397191), Managing Director & CEO, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment. A Profile of Mr. Kailash S. Katkar, as required by Regulation 36(3) of the SEBI (LODR) Regulations are given in the Notice convening the forthcoming Annual General Meeting.

The Company regularly conducts the Familiarization Program for Independent Directors about their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various initiatives. The details of the same can be found at: http://www.quickheal. com/investors.

Mr. Kailash S. Katkar, Managing Director & CEO, Mr. Sanjay S. Katkar, Managing Director & CTO, Mr. Rajesh Ghonasgi, Chief Financial Officer and Mr. Vijay Shirode, Company Secretary are the Key Managerial Personnel of the Company within the meaning of sections 2(51) and 203 of the Companies Act, 2013 read together with the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

12. Board Meetings

During the financial year 2016-17, 6 (Six) Board meetings were held on 22^nd April, 2016, 11^th May, 2016, 5^th August, 2016, 11^th November, 2016 & 3^,d February, 2017 and 24^th March, 2017 The maximum time gap between any two meetings did not exceed prescribed period of one hundred twenty days.

13. Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended 31^st March, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the same period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls in the company that are adequate and were operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

14. Declaration of Independence by Independent Directors

The Board confirms that all Independent Directors of the Company have given a declaration to the Board that they continue to meet the criterion of independence as prescribed under Section 149 of the Companies Act, 2013.

15. Performance Evaluation of the Board, its Committees and Directors

The Board has established a comprehensive process to evaluate the performance of the Directors, Committee and the Board. The performance evaluation matrix defining the criteria of evaluation for each of the above has been put in place. The performance evaluation of the Independent Directors was carried out by the Board (excluding the Director being evaluated). A meeting of the Independent Directors was also held to review the performance of Non-Independent Directors and the Board as a whole. The Directors were updated by the Chairman about the outcome of the process.

17. Secretarial Audit Report

Pursuant to Section 204 of the Companies Act, 2013, the Board of Directors had appointed M/s. J B Bhave & Co., Practicing Company Secretaries, Pune, as the Secretarial Auditors of the Company for the financial year 2016-17, annexed as Annexure B.

The Secretarial Auditors have provided an unqualified Secretarial Audit Report which forms part of this Annual Report.

The Board has re-appointed M/s. J B Bhave & Co., Practicing Company Secretaries, Pune, as the Secretarial Auditors of the Company for the financial year(s) 2017-18 and 2018-19.

18. Statutory Auditors

The Members of the Company at the Annual General Meeting of the Company held on 5^th August, 2016 had ratified the appointment of M/s SRBC & CO LLP, (Firm Registration No. 324982E), Chartered Accountants as the Statutory Auditors of the Company to hold such office till the conclusion of the ensuing the Annual General Meeting.

M/s SRBC & CO LLP, have confirmed their eligibility and willingness to accept office, if appointment is ratified by the Members of the Company.

Your Directors recommend ratification of appointment of Statutory Auditors to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of the Annual General Meeting to be held in the calendar year 2018.

16. Committees of the Board

During the year under report, the Board of Directors of your Company re-constituted the Committees of the Board. The present composition of different Committees is given hereunder:

Sr. No	Committee	Chairperson	Member	Member	Member
1	*Audit Committee	Mr. Sunil Sethy	Mr. Kailash Katkar	Mr. Pradeep Vasudeo Bhide	Ms. Apurva Joshi
2	Nomination and Remuneration Committee	Mr. Mehul Savla	Mr. Sunil Sethy	Mr. Pradeep Vasudeo Bhide	-----
3	Stakeholders Relationship Committee	Mr. Pradeep Vasudeo Bhide	Mr. Sunil Sethy	Mr. Kailash Katkar	Mr. Mehul Savla
4	CSR Committee	Ms. Apurva Joshi	Mr. Kailash Katkar	Mr. Sanjay Katkar	-----

* Audit Committee performs the functions of Risk Management Committee.

19- Audit Observations

Auditors'' observations are suitably explained in notes to the Accounts and are self-explanatory.

20. Cost Auditors

Pursuant to the provisions of Section 148(3) of the Companies Act, 2013, the Board has appointed M/s. Bhavesh Marolia & Associates, as the Cost Auditors of the Company to conduct an audit of cost records maintained by the Company for the financial year(s) 2017-18, 2018-19 at the remuneration of Rs. 47,250/- plus applicable government taxes and out of pocket expenses. The remuneration payable to the Cost Auditors is subject to the approval of the Members at the ensuing Annual General Meeting.

21. Internal Auditors

The Board of Directors of your Company has appointed M/s. Pipalia Singhal & Associates, Chartered Accountants (Firm Registration No.114665W) as Internal Auditors of the Company for the period of two financial years i.e. 2016-17 and 2017-18.

22. Particulars of Employees Remuneration

Pursuant to the provisions of Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing details of personnel drawing remuneration in excess of the prescribed limit under the said rules, are annexed as ''Annexure C'' to the Directors ‘Report.

During the year under review, the Company continued to focus on talent conservation and talent development.

23. Employee Stock Option Scheme

Your Company has two Employee Stock Option Plans namely. Employees Stock Option Scheme 2010 and Employees Stock Option Scheme 2014 for granting Term based and performance based Stock Options to Employees.

During the year under report, no employee has been granted stock options, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of your Company.

The details of activities under the scheme have been summarized in the Notes forming part of Financial Statements and annexed as Annexure D.

24. Deposits

During the year under review, the Company has not accepted any deposits.

25. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars required to be furnished under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as under:

Energy Conservation

The operations of the Company involve low energy consumption. Adequate measures have been taken to conserve energy.

Technology Absorption, Adaptation and Innovation

The Company continues to use the latest technologies for improving the productivity and quality of its products and services. The company continues to focus on innovation and protect consumers around the world with latest technology. With its continued focus on R&D, the company aims at releasing newer features as well as newer products in retail as well as enterprise segment.

The company has intensified its efforts on unique opportunity the small and mid-size businesses are projecting with the digitization of India. Understanding the cyber security challenges the small and medium size business will be going through when adopting to new digitization. Developing products that will address the cyber threats to these businesses and protecting their valuable data. In coming years more investment will go into R&D of several technologies targeted towards products for enterprise segment.

- Benefits derived from the R&D Activities:

Development of highly innovative product providing software security solutions and also fulfilling various added demands of consumers. The expenditure incurred in the same is detailed in the notes to Accounts annexed herewith.

- Foreign Exchange earnings and outgo

Total foreign exchange earnings and outgo for the financial year were as follows:

(In Rs.)

Particulars	For the year ended 31st March 2017	For the year ended 31st March 2016
Total Foreign Exchange Outgo	13,05,62,227	8,73,55,410
Total Foreign Exchange Earnings	8,32,25,009	5,89,83,286

26. Particulars of Loans, Guarantees and Investments

Particulars of Loans, Guarantees and Investments as on 31^st March, 2017, are given under Notes to the financial statements.

27. Related Party Transactions

All the related party transactions carried out during the year were carried out at Arm''s Length basis and in ordinary course of business. There were no materially significant related party transactions with the Company''s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company.

The above transactions with related parties were approved by the Board of Directors. The particulars of contracts entered during the year are given in Form AOC-2 enclosed as Annexure E.

28. Corporate Social Responsibility (CSR)

The Company believes that the society, at large, is the prime enabler for the Company''s growth and success and that the Company is committed to return it''s due to the society as a Corporate Citizen. This idea inspires your Company to be a trustworthy partner in building our nation and an ethical business player with this inspiration, your Company had formed a public charitable trust ‘Quick Heal Foundation''

Your Company selects one or more CSR activities as specified under Schedule VII of the Companies Act, 2013 for implementation in the area of its operation. The Company strives to promote cyber awareness and internet security and is dedicated towards promoting environment sustainability

The Board of Directors of your Company has constituted a CSR Committee to help the Company to frame, monitor and execute the CSR activities of the Company under its CSR scope. The Committee defines the parameters and observes them for effective discharge of the social responsibility of your Company. The Directors have further approved the CSR Policy of the Company to provide a guideline for CSR activities of the Company

During the year under review, the Company has spent Rs.1,40,00,000/- on CSR activities, out of the total amount of Rs.1,87,89,594/- mandated as per law.

Your Company was in the process of further identifying worthwhile avenues for CSR expenditure during the year and in its absence, there was unspent of Rs.47,89,594/-. The Company continues to commit undertaking CSR activities for the welfare of the society.

A Report on CSR activities of your Company under the provisions of the Companies Act, 2013 during the financial year 2016-17 is given as Annexure ''F''.

29. Adequacy of Internal Financial Controls

The Board has laid down policies and procedures for strengthening its Internal Financial Controls which are commensurate to the nature and size of the Company''s operations and they are operating effectively. The Internal Financial Controls covered the policies and procedures adopted by the Company for ensuring orderly and efficient conduct of business including adherence to the Company''s policies, safeguarding of the assets of the Company, prevention and detection of fraud and errors, accuracy and completeness of accounting records and the timely preparation of reliable financial information.

30. Vigil Mechanism (Whistle Blower Policy)

The Company has a well laid down Vigil Mechanism (Whistle Blower Policy), details of which are given in the Report on Corporate Governance forming a part of this Annual Report. The Company has also uploaded the said Whistle Blower Policy on its website at http://www. quickheal.com/investors/whistle-blower-policy.

31. Risk Management Policy

The Audit Committee also functions as the Risk Management Committee. The Company has put in place a robust Risk Management Policy which facilitates identification of risks and also mitigation thereof. There are no risks which in the opinion of your Directors, threaten the existence of the Company. However, risks that may pose a concern, are explained under Management Discussion and Analysis which forms part of this Annual Report.

32. Other matters

Your Directors state that during the financial year under review-

i. Neither the Managing Director nor the Whole-time Director of the Company received any remuneration or commission from any of its subsidiaries.

ii. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company''s operations in future.

37. Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9, is annexed herewith as Annexure G.

38. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Internal Complaints Committee(s) (ICC) has been set up across all its locations in India to address complaints received regarding sexual harassment.

There were no complaints reported during the financial year 2016-17.

39 Material Changes/Events after balance sheet date

There were no material changes and commitments affecting the financial position during the period since the end of the financial year till the date of this report.

40 Acknowledgments

Your Board places on record the help and the sincere cooperation received from the from the shareholders, end users, employees, dealers, distributors, business partners, bankers, regulatory bodies and other business constituents during the year under review. The Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the year.

For and on the behalf of the Board of Directors

Kailash Katkar Sanjay Katkar

(DIN: 00397191) (DIN: 00397277)

Managing Director & CEO Managing Director & CTO

Pune, 12^th May 2017

---

Mar 31, 2016

Dear Members,

The Directors of Quick Heal Technologies Limited are pleased to present the 21st Annual Report and the audited accounts for the
financial year ended 31st March 2016.

1. Business Operations and Prospects

Your Company continues to be among the leading Software Security Solution Company and continues to retain its leadership position
in the Indian Security Software Solution Industry. The Company has been growing at a substantial pace.

Your Company has recorded total income of Rs.347.87 Cr in the current year as against Rs.294.34 Cr in the previous financial
year. The Company''s exports have also shown commendable growth.

Your Company''s continued investments in innovation and technology has enabled it to undertake a number of diverse projects and
adapt to the ever changing needs of consumers.

2. New Branches

During the period under report, your Company has expanded its operations in Pune, through its office at Marvel Edge and also at
its branch at Bangalore as Support Office.

3. Awards, Recognitions and Certifications during the Financial Year 2015-2016

Sr. Award/Recognition/
Certification Company/Management/ Date of Award/
Recognition/
No. Solutions/ Features Certification

CERTIFICATIONS

1 PCSL Certification-
Android QH Mobile Security
App December 2015
Security
Recommended 2015

2 AV-TEST Corporate
Endpoint Seqrite EPSv16 February 2016.April
& August 2015
Protection
Certification

3 AV-TEST Certification
for Windows QH Total Security for
Windows February 2016. April
& August2015
v16

4 AV-TEST Certification
for Android QH Total Security for
Android March 2015. May,
July September &
v2.01 November 2015

5 VBIOO Certification QH Anti virus for
Server March 2016

6 VBIOO Certification Seqrite Antivirus
for Server March 2016

AWARDS

Sr. Award/Recognition/ Company/Management/
Solutions/Features Date of Award/
No. Certification Recognition/
Certification

1 12th Annual lnfo
Security 1. SanjayKatkar,
GoldWinner-Product
Development/ February 2016
PG''s 2015 Global Management Executive
of the Year.

Excellence Awards 2. Quick Heal
Technologies Limited.
Silver Winner-
Security Products and
Solution for Small
Businesses and SOHO

2 ICSA Labs-Excellence in Quick Heal
Technologies Limited February 2016
Information Security
Testing Award

4. Financial Results

In Rupees

Particulars 2015-2016 2014-2015

Revenue from operations(Net) 3,380,696,142 2,861,155,041

Other Income 98,042,769 82,216,138

Total Income 3,478,738,911 2,943,371,179

Total expenditure, excluding
Depreciation and Tax 2,356,055,882 1,943,111,507

Depreciation and Amortization 237,111,239 202,003,527

Profit/ (Loss) before Tax 885,571,790 798,256,145

Less: Tax Expense

Current Tax 324,712,208 269,444,239

Deferred Tax charge (23,137,421) (9,231,885)

Profit/ (Loss) After Tax 583,997,003 538,043,791

5. Transfer of Profits to Reserves

Your Company has transferred NIL amounts to General Reserve and the balance is proposed to be retained in the Profit & Loss
Account.

6. Dividend

Board of Directors of the Company at their meeting held on 11th May, 2016 have recommended Final Dividend @ 25% i.e.2.50/- per
equity share for the financial year 2015-2016, after considering the profits ofthe Company,

The payment of final dividend is subject to the confirmation bythe shareholders.

7. Institutional Holding

As on 31st March 2016, the total institutional holding in your Company stood at 13.77% ofthe total paid up share capital.

8. Particulars required as per Section 134 of the Companies Act, 2013

As per Section 134 of the Companies Act, 2013, your Company has provided the Consolidated Financial Statements as on 31st March
2016. Your Directors believe that the consolidated financial statements presents more comprehensive picture as compared to
standalone financial statements. These documents will also be available for inspection during the business hours at the
Registered Office of your Company and the respective subsidiary companies. A statement showing financial highlights of the
subsidiary companies is attached to the consolidated financial statements.

The Annual Report of your Company, though does not contain full financial statements ofthe subsidiary companies, your Company
will make available the audited annual accounts and related information of the subsidiary companies, upon request by any Member
of your Company.

9. Consolidated financial statements

Consolidated financial statements of your Company and its subsidiaries as at 31st March 2016 are prepared in accordance with the
Accounting Standard 21 (AS - 21) on ''Consolidated Financial Statements'' issued by the Institute of Chartered Accountants of
India, and form part of this Annual Report.

10. Particulars of Employees Remuneration

In terms ofthe Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the
names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided
in the Annexure A ofthe Directors'' Report.

11. Employee Stock Option Scheme

Your Company has two stock option plans for its employees i.e. Employees Stock Option Scheme 2010 and Employees Stock Option
Scheme 2014 for granting Term based and performance based Stock Options to Employees.

During the year under report, no employee has been granted stock options, equal to or exceeding 1% of the issued capital
(excluding outstanding warrants and conversions) ofyour Company.

The details of activities under the scheme have been summarized in the Notes forming part of Financial Statements and annexed as
Annexure B.

12. FixedDeposits

The Company has not accepted any fixed deposit during the year under review.

13. Secretarial Audit Report

Pursuant to Section 204 of the Companies Act, 2013, the Board of Directors had appointed M/s. J B Bhave & Co. Practising Company
Secretaries as the Secretarial Auditors of the Company for the financial year 2015-16.

Accordingly, the Secretarial Auditors have given their report, which is annexed hereto as Annexure C. The comments of the Board
on the observations of the Secretarial Auditors are given after Annexure C above.

The Board has re-appointed M/s. J B Bhave & Co., Practising Company Secretaries as the Secretarial Auditors of the Company for
the financial year 2016-17.

14. Board Meetings

During the financial year 2015-16, 9 (Nine) Board meetings were held on 08th April, 2015, 24th April, 2015, 27th July, 2015, 17th
August, 2015, 21st August, 2015, 4th September, 2015, 24th September, 2015, 3rd November, 2015 & 4th January, 2016. The maximum
time gap between any two meetings did not exceed one hundred twenty days.

15. Directors

- Mr. Shailesh Lakhani (DIN: 03567739) who retires by rotation and, being eligible, offers himselffor re-appointment.

- Mr. Sanjay Katkar (DIN: 00397277) who retires by rotation and, being eligible, offers himself for re- appointment.

ln terms of the LODR, 2015, the Company conducts the Familiarisation Program for Independent Directors about their roles, rights,
responsibilities in the Company, nature of the industry in which the company operates, business model of the company, etc.,
through various initiatives. The details of the same can be found at: http://www.quickheal.com/ investors

16. Committees of the Board

During the year under report, the Board of Directors of your Company reconstituted the Committees of the Board. The details of
the powers, functions, composition and meetings of the Committees of the Board held during the year are given in the Report on
Corporate Governance section forming part of this Annual Report. Your Company has constituted following committees ofthe Board as
under:

S. Committee Chairperson Member Member
No

1 *Audit Committee Sunil Sethy Kailash Katkar Apurva Joshi

2 Nomination and
Remuneration Committee Mehul Savla Sunil Sethy Apurva Joshi

3 Stakeholders
Relationship Committee P V Bhide Mehul Savla Kailash
Katkar

4 CSR Committee Apurva Joshi Kailash Katkar Sanjay Katkar

* Audit Committee performs the functions of Risk Management Committee.

17. Declaration of Independence by Independent Director

The Board confirms that all Independent Directors of the Company have given a declaration to the Board that they meet the
criterion of independence as prescribed under Section 149 of the Companies Act, 2013.

18. Statutory Auditors

The Members of the Company at the Annual General Meeting of the Company held on 24th September 2015 have ratified the appointment
of M/s SRBC & CO LLP, (Firm Registration No. 324982E), Chartered Accountants as the Statutory Auditors of the Company to hold
such office till the conclusion ofthe 24th Annual General Meeting to beheld in the calendar year 2019.

M/s SRBC & CO LLP, have confirmed their eligibility and willingness to accept office, if appointment is ratified by the Members
ofthe Company.

The ratification of appointment of Statutory Auditors is subject to the approval of the Members of the Company.

Your Directors propose ratification of appointment of M/s SRBC & CO LLP as the Statutory Auditors of your Company.

19. Cost Auditors

As per the Companies (Cost Records and Audit) Rules, 2014, the Cost Records to be maintained by the Company for applicable
products manufactured by the Company.

As per the Captioned Rules, Mr. Bhavesh Marolia, Practitioner Cost accountant, proprietor of M/s Bhavesh Marolia & Associates,
was appointed as the Cost Auditors for the Financial Year 2016-2017 in the Board Meeting held on 11th May 2016, at the
remuneration of Rs.45,000/-. Subject to approval of members.

20. Internal Auditor

Your Company has received an eligibility and willingness letter from M/s Pipalia Singhal & Associates, Chartered Accountants
(Firm Registration No.H4665W) to conduct internal audit of the Company. Your Directors in their meeting held on 11th May 2016
have appointed M/s Pipalia Singhal & Associates, Chartered Accountants (Firm Registration No.H4665W) as an Internal Auditor for
the period of two financial years i.e. 2016-17 & 2017- 18.

21. Corporate governance

A separate section on Corporate Governance with a detailed compliance report as stipulated under the LODR, 2015 and any other
applicable law for the time being in force forms an integral part of this Report.

22. Management discussion and analysis

Report on Management Discussion and Analysis as stipulated under the Listing Agreement and any other applicable law for the time
being in force based on audited, consolidated financial statements for the financial year 2015-16 forms part of this Annual
Report.

23. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars required to be furnished under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 are as under:

- Energy Conservation

The operations of the Company involve low energy consumption. Adequate measures have been taken to conserve energy.

- Technology Absorption, Adaptation and Innovation

The Company continues to use the latest technologies for improving the productivity and quality of its products and services. The
Company aims to inspire consumers around the world with innovation through its unique technology. The Company continues to give
utmost importance to R & D. The Company focuses on developing existing technologies and product engineering innovation. With
Solution Architecture choices available through such new innovative approaches we continue to address current as well as future
business needs of our customers and potential markets. R&D activities includes studying/analyzing end users demands and changing
needs and designing/ developing products suitable for Indian customers as well as same for Export market. In the coming years,
the Company will invest in R & D in several software, technologies and systems.

- Benefits derived from the R&D Activities:

Development of highly innovative product providing software security solutions and also fulfilling various added demands of
consumers. The expenditure incurred in the same is detailed in the notes to Accounts annexed herewith.

- Foreign Exchange earnings and outgo

Total foreign exchange earnings and outgo for the financial year are as follows:

in Rupees

Particulars For the year For the year
ended 31st ended 31st
March 2016 March 2015

Total Foreign Exchange 87,355,410 69,742,515
Expenditure

Total Foreign Exchange 58,983,286 49,093,058
Earnings

24. Subsidiaries

The details ofthe subsidiaries ofyour Company as on 31st March 2016 are as under:

Name of the
Subsidiary Date of Registration Investment in Equity Capital

As on As on
31st March 2016 31st March 2015

Quick Heal
Technologies
Africa Limited 2nd December 2011 KES 17,800,000 KES 17,800,000

Quick Heal
Technologies
America, Inc 2nd January2012 USD 1,30,000 USD 30,000

Quick Heal
Technologies
Japan KK 2nd April 2012 JPY 90,350,000 JPY 42,600,000

Quick Heal
Technologies
(MENA) FZE 25th December 2013 AED 28,00,000 AED 28,00,000

Financial Results

Name of the
Subsidiary Total Income Profit / Loss Before
Tax Profit / Loss
After Tax

Mar 16 Marl5 Marl6 Marl5 Marl6 Marl5

Quick Heal
Technologies
Africa 33,780,282 19,227
,545 (4,050
,881) (9,309
,948) (2,855
,319) (5,524,841)
Limited
Amt in KES

Quick Heal
Technologies 48,428 29,582 (4,09
,279) (55,483) (4,11
,173) (55,381)
America, Inc
Amt in USD

Quick Heal
Technologies 67,294,793 35,114
,904 (25,481
,531) (21,033
,096) (25,661,
631) (21,213,096)
Japan KK
Amt in Yen

Quick Heal
Technologies 619,504 524,101 (1,08,
539) (91,799) (1,08,
539) (91,799)
(MENA) FZE
Amt in AED

25. Particulars of Loans given, Guarantees given and Investments made

Loans, guarantees and investments covered under Section 185 ofthe Companies Act, 2013 form part of the notes to the financial
statements provided in this Annual Report.

26. Related Party Transactions

Related party transactions that were entered during the financial year were on an arm''s length basis and were in the ordinary
course of business. There were no materially significant related party transactions with the Company''s Promoters, Directors,
Management or their relatives, which could have had a potential conflict with the interests ofthe Company.

Transactions with related parties entered by the Company in the normal course of business are approved by the Board of Directors
held on 11th May 2016. The particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure-D.

27. Corporate Social Responsibility (CSR)

- CSR activities undertaken by the company reflect the core values and achievements of how Quick Heal does business as an
employer, a software provider and a corporate citizen a necessity that demands that Quick Heal be trustworthy, an ethical
business partner that customers can count on.

- To institutionalise the CSR initiative of your Company, your Company formed a Public Charitable Trust by the name ''Quick Heal
Foundation'' on 20th August 2014.

- Your Company will select one or more ofthe CSR activities as per Schedule VII of the Companies Act, 2013 for implementation in
the area of its operation.

- The Board of Directors of your Company has constituted the CSR Committee to help the Company to frame, monitor and execute the
CSR activities of the Company under its CSR scope. The Committee defines the parameters and observes them for effective discharge
of the social responsibility of your Company. The Board of Directors of your Company has further approved the CSR Policy of the
Company to provide a guideline for CSR activities of the Company.

- During the year under review, the Company has donated Rs.105,40,000/- on CSR activities, out of the total amount of
Rs.199,95,325/- mandated as per law.

- Your Company was in the process of further identifying worthwhile avenues for CSR expenditure during the year and in its
absence, there was unspent ofRs.93,55,325/-. The Company is committed to CSR activities and shall strive to spend the amount as
provided in law.

- Report on CSR activities of your Company under the provisions of the Companies Act, 2013 during the financial year 2015-15 is
given as Annexure E.

28. Adequacy of Internal Financial Controls

The Board is responsible for establishing and maintaining adequate internal financial control as per section 134 ofthe Companies
Act, 2013.

The Board has laid down policies and processes in respect of internal financial controls and such internal financial controls
were adequate and were operating effectively. The internal financial controls covered the policies and procedures adopted by the
Company for ensuring orderly and efficient conduct of business including adherence to the Company''s policies, safeguarding of the
assets of the Company, prevention and detection offraud and errors, accuracy and completeness of accounting records and the
timely preparation of reliable financial information

29. Vigil Mechanism (Whistle Blower Policy)

The details of the vigil mechanism (whistle blower policy) are given in the Report on Corporate Governance forming part of this
Annual Report. The Company has uploaded the policy on its website at http://www.quickheal.com/investors/ whistle-blower-policy

30. Risk Management Policy

Report on Risk Management based on the risk management policy developed and implemented at the Company for the financial year
2015-16 forms part of this Annual Report.

31. Performance Evaluation ofthe Board, its Committees and Directors

Your Company conducted the annual performance evaluation of the Board, its various Committees and the Directors individually.
This was conducted as per the Performance Evaluation Policy of Board and KMP.

32. Listing with the stock exchanges

The Equity Shares of the Company are listed on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE) since
18th February 2016.

Listing fees for 2015-16 have been paid to both BSE and NSE.

33. Other matters

Your Directors state that no disclosure or reporting is required in respect ofthe following items as there were no transactions
on these items during the year under report:

i. Neither the Managing Director nor the Whole- time Director of the Company receive any remuneration or commission from any of
its subsidiaries.

ii. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status
and the Company''s operations in future.

34. Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended 31st March, 2016, the applicable accounting standards have been
followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the
profit of the company for the same period;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls in the company that are adequate and were operating effectively.

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and
are operating effectively.

35. Audit Observations:

Auditors'' observations are suitably explained in notes to the Accounts and are self-explanatory.

37 Extract ofAnnual Return :

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-F.

38 Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti Sexual Harassment Policy in line with requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are
covered under this policy. Internal Complaints Committee(s) (ICC) has been set up across all its location in India to redress
complaints received regarding sexual harassment.

During the year under review, there were no cases reported to such Committee(s).

39 Material Events occurred after balance sheet date

There were no material changes and commitments affecting the financial position between the end ofthe financial year and the date
of this report.

40 Acknowledgments

Your Board places on record the help and the sincere cooperation received from the from the shareholders, end users, dealers,
distributors, business partners, bankers, regulatory bodies and other business constituents during the year under review. The
Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers
and staff, resulting in the successful performance of the Company during the year.

For and on the behalf of the Board of Directors

Kailash Katkar Sanjay Katkar

(DIN: 00397191) (DIN:00397277)

Managing Director & CTO Managing Director & CTO

Pune, 11th May 2016