Nomura Financial Advisory and Securities (lndia) Private Limited

Registered Office: Telephone +91 22 4O37 ⁴⁰³⁷ Ceejay House, Level 1 1, Plot F, Facsimile +91 22 4037 4111 Shivsagar Estate, Dr. Annie Besant Road, Website www.nomura.com Worli, Mumbai - 400 018, lndia

April 15,2019

Listing Department, National Stock Exchange of lndia Ltd Exchange Plaza, Plot no. C/1, G Block, Bandra-Kurla Complex Bandra (E) Mumbai- 400 05L.

Dear Sir / Madam,

Ref: Public Announcement in respect of Buyback of equity shares by Quick Heal Technologies Limited (the "Company'')

ln reference to the captioned buyback, please find enclosed two hard copies of the Public Announcement dated April 15, 2019 (the "Public Announcement") for your kind reference and records, which was released for publication by the Company on April 16,20L9 in the following newspapers:

Please feel free to contact the following person from Nomura Financial Advisory and Securities (lndia) Private Limited if you require any information or clarification:

Thanking you, Yours sincerely,

For Nomura FinancialAdvisory and Securities (lndia) Private Limited

Authorized Signatory Name: Vishal Kanjani Designation: Vice President

FINANCIAL EXPRESS

Ouick Heal

16

ATOZ OT JIN

Quick Heal Technologies Limited

Security Simplified

Registered Office: Marvel Edge, Office No. 7010 C & D, 7th Floor, Virnan Nagar, Pune - 411 014, India CIN: L72200MH1995PLC091408

Phone: +91 (20) 6681 3232; E-mail: [email protected]; Website: www.quickheal.co.in; Contact Person: Mr. Vinav Agarwal, Compliance Officer

6.3 . Intention of Promoters and Promoter Group to participate in Buyback:

in accordance with the provisions of the Buyback Regulations. Please see below the maximum number of Equity Shares to be tendered by each of the Promoters and Promoter Group: tender up to an aggregate maximum of 4,602,772 Equity Shares or such lower number of Equity Shares In terms of the Buyback Regulations, under the tender offer route, the Promoters and Promoter Group have an option to participate in the Buyback. In this regard, the Promoters and Promoter Group entities have expressed their intention to participate in the Buyback vide their letters dated March 6, 2019 and may

Since the entire shareholding of the members of the Promoters and Promoter Group who intend to participate
in the Buyback is in demat mode, the details of the date and price of acquisition/sale of the entire Equity Shares that the members of the Promoters and Promoter Group have acquired/ sold till date, are set-out

Kailash Sahebrao Katkar

1.1. The Board of Directors (hereinafter referred to as the "Board", which expression includes any committee

THE BUYBACK OFFER

shareholders of the Company by way of a special resolution through postal ballot (including e-voting), Company, at its meeting held on March 5, 2019 ("Board Meeting") has, subject to the approval of the constituted by the Board to exercise its powers, including the powers conferred by this resolution) of the PER EQUITY SHARE ON A PROPORTIONATE BASIS THROUGH THE TENDER OFFER ROUTE (THROUGH STOCK ONLY) EACH ("EQUITY SHARES") AT A PRICE OF ₹ 275/- (RUPEES TWO HUNDRED AND SEVENTY FIVE ONLY) SIX HUNDRED AND THIRTY SIX) FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF ₹ 10/- (RUPEES TEN OFFER FOR BUYBACK OF UP TO 6,383,638 (SIX MILLION THREE HUNDRED AND SIXTY THREE THOUSAND

7(i) of the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018 ("Buyback
Regulations") and contains the disclosures as specified in Schedule II to the Buyback Regulations read with

This Public Amouncement ("Public Amouncement") is being made pursuant to the provisions of Regulation TECHNOLOGIES LIMITED FOR THE BUYBACK OF EQUITY SHARES THROUGH TENDER OFFER UNDER THE FOR THE ATTENTION OF THE SHAREHOLDERS/BENEFICIAL OWNERS OF EQUITY SHARES OF QUICK HEAL

SECURITIES AND EXCHANGE BOARD OF INDIA (BUY BACK OF SECURITIES) REGULATIONS, 2018

PUBLIC ANNOUNCEMENT

Schedule I of the Buyback Regulations.

of ₹ 10 each/aggregating to ₹ 1,500) Company has been apportioned to the shares of Transferee Company as (150 Shares of Cat Labs Private Limited Technologies Private Limited (Transferee) in 2011. Therefore cost of acquisition of shares in the Transferor * 2,897 Shares were issued as per Scheme of merger of Cat Labs Private Limited (Transferor) and Quick Heal 20,011,064

Sanjay Sahebrao Katkar

of ₹ 10 each aggregating to ₹ 1,500) Company has been apportioned to the shares of Transferee Company as (150 Shares of Cat Labs Private Limited clost onders were issued as per Scheme of merger of Cat Labs Private Limited (Transferor) and Quick Heal
Technologies Private Limited (Transferee) in 2011. Therefore cost of acquisition of shareteror) and Quick Heal
Compan Ima Kailash Katkar $\mathbf{e}$

Exchange Management Act, 1999 and the rules and regulations framed thereunder, and that such approvals Nature of

Date of Transaction Transaction No. of Equity Face Value Issue/ Acquisition/ Consideration
Shares $\begin{array}{c} (r) \ (r) \end{array}$ Sale Price per $\overline{r}$

duote

The Board of Directors and Exchange Board of India (Buy-back of securities) Regulations, 2018 Independent Auditors' Report on buy back of shares pursuant to the requirements of Schedule I to the Securities

Quick Heal Technologies Limited

• Marvel Edge, Office No. 7010 C & D, 7th Floor, Opposite Neco Garden Society, Viman Nagar, Pune 411014 (hereinafter referred to as the "Company"). and revised master engagement agreement dated March 01, 2019 with Quick Heal Technologies Limited This Report is issued in accordance with the terms of our service scope letter dated March 01, 2019
• In connection with the proposal of the Company to buy back its equity shares in pursuance of the provisions of the shareholders of the Company, we have been engaged by the Company to perform a reasonable by the directors of the Company in their meeting held on March 5, 2019, which is subject to the approval of Section 68, 69 and 70 of the Companies Act, 2013 ("the Act") and Securities and Exchange Board of "Statement"), which we have initialed for identification purposes only. assurance engagement on the Statement of determination of the amount of permissible capital payment (the India (Buy-back of Securities) Regulations, 2018 ("the Regulations"), and in terms of the resolution passed

Board of Directors Responsibility for the Statement

presentation of the Statement and applying an appropriate basis of preparation; and making estimates t includes the design, implementation and maintenance of internal control relevant to the preparation and maintenance of all accounting and other relevant supporting records and documents. This responsibility The preparation of the Statement of determination of the amount of permissible capital payment for the buyback is the responsibility of the Board of Directors of the Company, including the preparation and mat

The Board of Directors are responsible to make a full inquiry into the affairs and prospects of the Company
and to form an opinion that the Company will not be rendered insolvent within a period of one year from the
date o declaration has been signed by at-least two directors

Auditor's Responsibility

• Pursuant to the requirements of the Regulations, it is our responsibility to provide reasonable assurance on the following "Reporting Criteria":
• (i) Whether the amount of capital payment for the buyback is within the permissible limit and computed in
• Whether the Board of Directors has formed the opinion, as specified in Clause (X) of Schedule I to the accordance with the provisions of Section 68 of the Act;
• $\mathbf{r}$ which the results of the shareholders' resolution is declared; and rendered insolvent within a period of one year from the date of the board meeting and from the date on Regulations, on reasonable grounds that the Company having regard to its state of affairs will not be
• (iii) Whether we are aware of anything to indicate that the opinion expressed by the Directors in the the date of declaration. declaration as to any of the matters mentioned in the declaration is unreasonable in circumstances as at

We conducted our examination of the Stater reasonable assurance about whether the financial statements are free of material misstatement of Chartered Accountants of India. Those Standards require that we plan and perform the audit to obtain under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute these financial statements were conducted in accordance with the Standards on Auditing, as specified The financial statements for the year ended March 31, 2018 have been audited by us, on which we issued an unmodified audit opinion with Emphasis of matter vide our report dated May 10, 2018. Our audits of

$1.5$ . In terms of the Buyback Regulations, under tender offer route, the promoters and the promoter group of the Company ("Promoter and Promoter Group"), has the option to participate in the Buyback, in this regired

shall be required to be taken by such non-resident shareholders.

the concerned authorities including approvals from the Reserve Bank of India ("RBI") under the Foreign shareholders of foreign nationality, shall be subject to such approvals, if any and to the extent required from The Buyback from the Eligible Shareholders who are residents outside India including Foreign Corporate of the Buyback Regulations. Please refer to Paragraph 10 of this Public Announcement for further details The Buyback shall be undertaken on a proportionate basis from the Shareholders ("Eligible Shareholders")

Bodies (including erstwhile Overseas Corporate Bodies), Foreign Portfolio Investors, Non-Resident Indians

regarding the Record Date and shareholders' entitlement to tender the Equity Shares in the Buyback. as of Record Date (defined below) through the tender offer process prescribed under Regulation 4(tv)(a)

$1.4.$

$1.3.$

$1.2.$

The shareholders of the Company approved the Buyback, by way of a special resolution, through postal ballot (including e-voting) pursuant to the Postal Ballot Notice, the results of which were announced on April

notice of postal ballot dated March 7, 2019 ("Postal Ballot Notice").

agreed by the Board and on the terms and conditions set out in the explanatory statement contained in the (the "Appropriate Authorities") while granting such approvals, permissions and sanctions, which may be

permissions and sanctions as may be necessary and subject to such conditions and modifications, if any,
as may be prescribed or imposed by SEBI, the Stock Exchanges and other authorities, institutions or bodies

or to be incurred for the Buyback like filing fee payable to SEBI, advisors' rees, public announcement such as securities transaction tax, GST, stamp duty, etc. The Buyback is subject to such other approvals, publication expenses, printing and dispatch expenses, transaction costs viz. brokerage, applicable taxes

("Buyback" or "Buyback Offer"). The Maximum Buyback Size does not include any expenses incurred Rules, 2014, as amended ("Share Capital Rules"), and in compliance with the Buyback Regulations Act, 2013, as amended ("Companies Act" or "Act") and, the Companies (Share Capital and Debentures) proportionate basis through the tender offer process, in accordance with the provisions of the Companies of the Company as on March 31, 2018), from the shareholders of the Company ("Shareholders") on a equity capital and free reserves of the Company as per the latest standalone audited financial statements

notice of postal ballot dated March 7, 2019 ("Postal Ballot Notice"). agreed by the Board and on the terms and conditions set out in the explanatory statement contained in the Company of the Company April 11 budi allu Saliciudiis, WHICH HRIY De

• $1.3$ $1.2.$ The Buyback shall be undertaken on a proportionate basis from the Shareholders ("Eligible Shareholders" The shareholders of the Company approved the Buyback, by way of a special resolution, through posta 13, 2019 ballot (including e-voting) pursuant to the Postal Ballot Notice, the results of which were announced on Apri
• of the Buyback Regulations. Please refer to Paragraph 10 of this Public Announcement for further details regarding the Record Date and shareholders' entitlement to tender the Equity Shares in the Buyback. as of Record Date (defined below) through the tender offer process prescribed under Regulation 4(iv) a
• The Buyback from the Eligible Shareholders who are residents outside India including Foreign Corporate shall be required to be taken by such non-resident shareholders. Exchange Management Act, 1999 and the rules and regulations framed thereunder, and that such approvals the concerned authorities including approvals from the Reserve Bank of India ("RBI") under the Foreign shareholders of foreign nationality, shall be subject to such approvals, if any and to the extent required from Bodies (including erstwhile Overseas Corporate Bodies), Foreign Portfolio Investors, Non-Resident Indians
• $1.5$ . In terms of the Buyback Regulations, under tender offer route, the promoters and the promoter group of the or such lower number of Equity Shares in accordance with the provisions of the Buyback Regulations. The maximum number of Equity Shares to be tendered by each of the Promoters and Promoter Group entities has their letters dated March 6, 2019 and may tender up to an aggregate maximum of 4,602,772 Equity Shares the Promoters and Promoter Group entities have expressed their intention to participate in the Buyback vide Company ("Promoter and Promoter Group"), has the option to participate in the Buyback. In this regard been detailed in Paragraph 6.3 of this Public Announcement
• $1.6$ as on the date of Board Meeting approving the Buyback, subject to shareholders' approval). within the limit of 25% of the Company's fully paid-up share capital and free reserves as per the latest audited
  financial statements of the Company as on March 31, 2018 (the latest audited financial statements available Buyback, i.e. ₹ 1,750 million (Rupees One Thousand Seven Hundred and Fifty Million only), is therefore reserves of the Company i.e., ₹ 1,832.56 million. The maximum amount proposed to be utilized for the deployed for the Buyback cannot exceed 25% of the aggregate of the fully paid-up share capital and free of the Company as on March 31, 2018 is $\overline{\epsilon}$ 7,330.24 million. Under the provisions of the Act, the funds The aggregate paid-up share capital and free reserves as per the latest audited standalone balance shee
• $1.7$ The Buyback will not result in any benefit to Promoters and Promoter Group of any Directors of the Company of Equity Shares which will lead to reduction in the equity share capital of the Company post Buyback. change in their shareholding as per the response received in the Buyback, as a result of the extinguishment respective participation in the Buyback in their capacity as equity shareholders of the Company, and the except to the extent of the cash consideration received by them from the Company pursuant to their
• on the websites of the Stock Exchanges at www.bseindla.com and www.nseindla.com respectively A copy of this Public Announcement is available on the website of the Company at www.quickheal.co.in, and is expected to be available on the website of SEBI i.e. www.sebi.gov.in during the period of the Buyback and
• 1.9. Participation in the Buyback by shareholders may trigger capital gains taxation in India and in their country shareholders are advised to consult their own legal, financial and tax advisors prior to participating in the of residence. The transaction of Buyback would also be chargeable to securities transaction tax in India. Buyback The

NECESSITY FOR THE BUYBACK

in an effective and efficient manner. The Buyback is being undertaken for the following reasons: cash requirements of the Company in the medium term and for returning suplus funds to the shareholders The Buyback is being undertaken by the Company after taking into account the operational and strategic

• The Buyback will help the Company to distribute surplus cash to its shareholders holding Equity Shares thereby enhancing the overall return for them;
• $\equiv$ The Buyback, which is being implemented through the tender offer route as prescribed under the for small shareholders would benefit a significant number of the Company's public shareholders, who shareholding of small shareholders on the Record Date. The Company believes that this reservation proposes to buyback, for small shareholders or the actual number of Equity Shares entitled as per the would be classmed as "Small Shareholders", Buyback Regulations, would involve a reservation of up to 15% of the equity shares, which the Company
• $\equiv$ in shareholders' value; and The Buyback is generally expected to improve return on equity through distribution of cash and improve earnings per share by reduction in the equity base of the Company, thereby leading to long term increase
• (iv) The Buyback gives an option to the Eligible Shareholders (as defined below) to either (A) participate in Company post the Buyback, without additional investment. (B) not to participate in the Buyback and get a resultant increase in their percentage shareholding in the the Buyback and receive cash in lieu of their Equity Shares which are accepted under the Buyback, or
• MAXIMUM AMOUNT OF FUNDS REQUIRED FOR THE BUYBACK, ITS PERCENTAGE OF THE TOTAL PAID-UP CAPITAL AND FREE RESERVES, AND SOURCES OF FUNDS FROM WHICH BUYBACK WOULD BI FINANCED
• The maximum amount required for Buyback will not exceed ₹ 1,750 million (Rupees One Thousand Seven payable to SEBI, advisors' fees, public announcement publication expenses, printing and dispatch expenses Hundred and Fifty Million Only) (excluding expenses incurred or to be incurred for the Buyback like filing fee li di isacuon costs viz. Drokerade. addilicanie taxes sui

$\infty$

$3.1$

of $\overline{z}$ 10 each aggregating to $\overline{z}$ 1,500) Company has been apportioned to the shares of Transferee Company as (150 Shares of Cat Labs Private Limited * 2,897 Shares were issued as per Scheme of merger of Cat Labs Private Limited (Transferor) and Quick Heal
Technologies Private Limited (Transferee) in 2011. Therefore cost of acquisition of shares in the Transferor 701,500

Inupama Kailash Katkai

of $\overline{z}$ 10 each aggregating to $\overline{z}$ 1,500) Company has been apportioned to the shares of Transferee Company as (150 Shares of Cat Labs Private Limited Technologies Private Limited (Transferee) in 2011. Therefore cost of acquisition of shares in the Transferon $\frac{x}{2.89}$ / Shares were issued as per Scheme of merger of Cat Labs Private Limited (Transferor) and Quick Hearth

Chhaya Sanjay Katkar

Technologies Private Limited (Transferee) in 2011. Therefore cost of acquisition of shares in the Transferor * 2,897 Shares were issued as per Scheme of merger of Cat Labs Private Limited (Transferor) and Quick Heal Company has been apportioned to the shares of Transferee Company as (150 Shares of Cat Labs Private Limited Dictional UUC, TCA, I

of ₹ 10 each aggregating to ₹ 1,500) CONFIRMATIONS FROM THE COMPANY AS PER THE PROVISIONS OF THE BUYBACK REGULATIONS AND I HE ACT:

• $\Rightarrow$ resolution passed by the shareholders approving the Buyback till the expiry of the Buyback period, i.e.,
  the date on which the payment of consideration is made to the shareholders who have accepted the The Company shall not issue and allot any equity shares or specified securities (including by way of
  bonus or convert any outstanding ESOPs/outstanding instruments into Equity Shares) from the date of BUyDack
• $\circ$ The Company shall not raise further capital for a period of one year from the expiry of the Buyback period, i.e., the date on which the payment of consideration is made to the shareholders who have stock option schemes, sweat equity or conversion of preference shares or debentures into Equity accepted the Buyback, except in discharge of subsisting obligations such as conversion of warrants
• $\tilde{a}$ $\equiv$ The Company shall not withdraw the Buyback after the draft letter of offer is filed with SEBI or public announcement of the Buyback is made;
• The Company shall not buy back locked-in Equity Shares and non-transferable Equity Shares till the pendency of the lock-in or till the Equity Shares become transferable;

• The Company shall transfer from its free reserves or securities premium account, a sum equal to the nominal value of the equity shares bought back through the Buyback, to the Capital Redemption Reserve Memb Partner

• accordance with the provisions of Section 68 of the Act;

• $\mathbf{r}$ Whether the Board of Directors has formed the opinion, as specified in Clause (X) of Schedule I to the which the results of the shareholders' resolution is declared; and rendered insolvent within a period of one year from the date of the board meeting and from the date on Regulations, on reasonable grounds that the Company having regard to its state of affairs will not be
• Whether we are aware of anything to indicate that the opinion expressed by the Directors in the the date of declaration declaration as to any of the matters mentioned in the declaration is unreasonable in circumstances as at

$\widehat{=}$

The financial statements for the year ended March 31, 2018 have been audited by us, on which we issued of Chartered Accountants of India. Those Standards require that we plan and perform the audit to obtain under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute these financial statements were conducted in accordance with the Standards on Auditing, as specified an unmodified audit opinion with Emphasis of matter vide our report dated May 10, 2018. Our audits of reasonable assurance about whether the financial statements are free of material misstatement

• Certificates for Special Purposes issued by the Institute of Chartered Accountants of India. The Guidance We conducted our examination of the Statement in accordance with the Guidance Note on Reports or Chartered Accountants of India. Note requires that we comply with the ethical requirements of the Code of Ethics issued by the Institute of
• We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) Assurance and Related Services Engagements. Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other
• A reasonable assurance engagement involves performing procedures to obtain sufficient appropriate pertormed the following procedures in relation to the Statement: evidence on the Reporting criteria mentioned in paragraph 5 above. The procedures selected depend on the auditor's judgement, including the assessment of the risks associated with the Reporting Criteria. We have
• $\ddot{\phantom{0}}$ We have inquired into the state of affairs of the Company in relation to its standalone audited financial statements for the year ended March 31, 2018;
• $\equiv$ Examined authorization for buyback from the Articles of Association of the Company
• $\equiv$ Examined that the amount of capital payment for the buy-back as detailed in Statement is within permissible limit computed in accordance with section 68 of the Act;
• $\geq$ Examined that the ratio of debt owned by the Company, if any, is not more than twice the capital and its Tree reserves after such buy-back
• Examined that all shares for buy-back are fully paid-up;

$\leq$

• $\leq$ Examined resolutions passed in the meetings of the Board of Directors;
• $\mathbf{m}$ Examined Director's declarations for the purpose of buy back and solvency of the Company
• Doinign $\equiv$ Obtained necessary representations from the management of the Company

$10.$ Based on our examination as above, and the information and explanations given to us, in our opinion

• $\oplus$ the Statement of permissible capital payment towards buyback of equity shares, as stated in Statement, is in our view properly determined in accordance with Section 68 of the Act; and
• $\mathbf{r}$ the Board of Directors, in their meeting held on March 5, 2019, have formed the opinion, as specified in to any of the matters mentioned in the declaration is unreasonable in circumstances as at the date of meeting, and from the date on which the results of the shareholders' resolution is declared, and we are not awy the property of the shareholders' results of the declaration as regard to its state of affairs, be rendered insolvent within a period of one year from the date of board declaration clause (x) of Schedule I of the Regulations, on reasonable grounds, that the Company will not, having

$11¹$ Restriction on Use

be made to the Shareholders of the Company, (c) in the draft letter of offer and letter of offer to be filed with
the Securities and Exchange Board of India, the stock exchanges, the Registrar of Companies as required is shown or into whose hands it may come without our prior consent in writing. We have no responsibility to or assume any liability or any duty of care for any other purpose or to any other person to whom this report by the Regulations, the National Securities Depository Limited and the Central Depository Securities (India) requirements of the Regulations soley to enable them to include it (a) in the explanatory statement to be included in the postal ballot notice to be circulated to the shareholders, (b) in the public announcement to The certificate is addressed to and provided to the Board of Directors of the Company pursuant to the update this report for events and circumstances occurring after the date of this report Limited, and should not be used by any other person or for any other purpose. Accordingly, we do not accept

Chartered Accountants ICAI Firm Registration Number: 324982E/E3000003

For S R B C & CO LLP

per Iridevial Khandelwai

PET: 5011160

• in shareholders' value; and earnings per share by reduction in the equity base of the Company, thereby leading to long term increase The Buyback is generally expected to improve return on equity through distribution of cash and improve
• $\widehat{\mathbf{z}}$ The Buyback gives an option to the Eligible Shareholders (as defined below) to either (A) participate in Company post the Buyback, without additional investment (B) not to participate in the Buyback and get a resultant increase in their percentage shareholding in the the Buyback and receive cash in lieu of their Equity Shares which are accepted under the Buyback, or
• UP CAPITAL AND FREE RESERVES, AND SOURCES OF FUNDS FROM WHICH BUYBACK WOULD BE MAXIMUM AMOUNT OF FUNDS REQUIRED FOR THE BUYBACK, ITS PERCENTAGE OF THE TOTAL PAID-FINANCED
• $3.2$ $\frac{3}{4}$ and free reserves as per the latest standalone audited financial statements of the Company as on March 31 The maximum amount mentioned above is 23.87% of the aggregate of the fully paid-up equity share capital Hundred and Fifty Million Only) (excluding expenses incurred or to be incurred for the Buyback like filing fee transaction costs viz. brokerage, applicable taxes such as securities transaction tax, GST, stamp duty, etc.) payable to SEBI, advisors' fees, public announcement publication expenses, printing and dispatch expenses The maximum amount required for Buyback will not exceed ₹ 1,750 million (Rupees One Thousand Seven
• အိ The funds for the implementation of the proposed Buyback will be sourced out of free reserves or securities Borrowed funds from banks and financial institutions, if any, will not be used for the Buyback. premium of the Company and any other source as may be permitted by the Buyback Regulations or the Act

2018, which is within the prescribed limit of 25%.

• $3.4$ MAXIMUM PRICE FOR BUYBACK OF THE EQUITY SHARES AND BASIS OF ARRIVING AT THE BUYBACI The Company shall transfer from its free reserves or securities premium account, a sum equal to the nominal value of the equity shares bought back through the Buyback to the Capital Redemption Reserve account.
• $4.1$ $4.2$ The Equity Shares of the Company are proposed to be bought back at a price of ₹ 275/- per Equity Share
• $4.3$ The Buyback Price of ₹ 275/- per Equity Share has been arrived at after considering various factors including the Stock Exchanges where the Equity Shares of the Company are listed but not limited to the trends in the volume weighted average prices and closing price of the Equity Shares or
• The Buyback Price represents:
• (i) premium of 37.87% and 33.87% to the volume weighted average market price of the Equity Shares on the NSE, respectively, during the 31.97.2019, $\sim$ 10.19, $\sim$ 10.19, $\sim$ 10.19, $\sim$ 10.19, $\sim$ 10.19, $\sim$ 10.19, $\$ the proposal of the Buyback ("Intimation Date"); and being the date of intimation to the Stock Exchanges regarding the date of the Board Meeting to consider
• (ii) premium of 28.98% and 27.07% to the volume weighted average market price of the Equity Shares on the BSE and the NSE, respectively, during the 6 (six) months preceding the jatimation Date; and
• (iii) premium of 36.10% and 35.60% over the closing price of the Equity Shares on the BSE and the NSE respectively, as on the Intimation Date
• $4.4$ BSE and the NSE respectively The closing market price of the Equity Shares as on the Intimation Date was ₹ 202.05 and ₹ 202.05
• The Company proposes to buyback up to 6,363,636 (Six million three hundred and sixty three thousand six MAXIMUM NUMBER OF EQUITY SHARES THAT THE COMPANY PROPOSES TO BUYBACK

c

$\bullet$

• DETAILS OF SHAREHOLDING AND INTENTION OF PROMOTERS AND PROMOTER GROUP TO PARTICIPATE IN THE BUYBACK hundred and thirty six) fully paid up Equity Shares of face value of ₹ 10/- (Rupees ten only) each
• Ġ. The aggregate shareholding of the Promoter and Promoter Group and persons in control of the Company as public announcement, are as follows on the date of the Board Meeting, the date of the Postal Ballot Notice, i.e. March 7, 2019, and the date of this

ure caae of the Board Meeting at which the Buyback was approved till the date of the Postal Ballot Notice, i.e.
March 7, 2019.

последной разова из для отношения о время на восстании и на совере и соверения в середной фильме.
The date on which the payment of consideration is made to the shareholders who have accepted the Buyback;

• $\equiv$ The Company shall not raise further capital for a period of one year from the expiry of the Buyback stock option schemes, sweat equity or conversion of preference shares or debentures into Equity accepted the Buyback, except in discharge of subsisting obligations such as conversion of warrants; period, i.e., the date on which the payment of consideration is made to the shareholders who have
• $\equiv$ The Company shall not withdraw the Buyback after the draft letter of offer is filed with SEBI or public announcement of the Buyback is made;
• $\tilde{a}$ The Company shall not buy back locked-in Equity Shares and non-transferable Equity Shares till the pendency of the lock-in or till the Equity Shares become transferable;
• $\hat{\mathbf{z}}$ The Company shall transfer from its free reserves or securities premium account, a sum equal to the account nominal value of the equity shares bought back through the Buyback, to the Capital Redemption Reserve
• $\tilde{a}$ The Company, as per the provisions of Section 68(8) of the Companies Act, shall not make further issue conversion of warrants, stock option schemes, sweat equity or conversion of preference shares or except by way of bonus shares or Equity Shares issued to discharge subsisting obligations such as debentures into Equity Shares; of the same kind of Equity Shares within a period of 6 (six) months after the completion of the Buyback,
• (vii) The Company confirms that there are no defaults subsisting in the repayment of deposits accepted either payable thereon to any financial institution or banking company; preference shares or payment of dividend to any shareholder, or repayment of any term loan or interest before or after the commencement of the Act, interest payment thereon, redemption of debentures or Equit Parti
• (viii) The Company further confirms that a period of more than three years has lapsed since any such default which has ceased to subsist;
• $\mathbf{R}$ The Company shall not buyback its Equity Shares from any person through negotiated deals whether on or off the Stock Exchanges or through spot transactions or through any private arrangement in the implementation of the Buyback; Equi Reta
  Secu
• $\otimes$ The Company has been in compliance with Sections 92, 123, 127 and 129 of the Act;
• There is no pendency of any scheme of amalgamation or arrangement or compromise as on date;
• $\mathbf{m}$ $(\infty)$ The ratio of the aggregate of secured and unsecured debts owed by the Company shall not be more than twice the paid-up Equity Share capital and free reserves after the Buyback
• (xiii) The Company shall not make any offer of buy back within a period of one year reckoned from the expiry of the Buyback period i.e., the date on which the payment of consideration is made to the shareholders who have accepted the Buyback; and
• (XIV) the Company shall not buy back its shares or other specified securities so as to delist its shares or other specified securities from the stock exchange, as per Regulation 4(v) of Buyback Regulations
• CONFIRMATIONS FROM THE BOARD
• all contingent liabilities, has formed the opinion that: after taking into account the financial position of the Company including the projections and also considering The Board has confirmed that it has made a full enquiry into the affairs and prospects of the Company and
• That immediately following the date of this Board Meeting dated March 5, 2019 and the date on which be no grounds on which the Company could be found unable to pay its debts the results of the postal ballot including e-voting for the proposed Buyback will be announced, there will

$\oplus$

• $\widehat{\mathbf{v}}$ That as regards the Company's prospects for the year immediately following the date of the Board
• that date; and Meeting its liabilities as and when they fall due and will not be rendered insolvent within a period of one year from will, in the Board's view, be available to the Company during that year, the Company will be able to meet Company's business during that year and to the amount and character of the financial resources which Buyback will be announced, having regard to Board's intentions with respect to the management of the and the date on which the results of the postal ballot including e-voting for the proposed Managing Director
• (iii) That in forming the aforementioned opinion, the Board has taken into account the liabilities (including the Act and the Insolvency and Bankruptcy Code, 2016, as amended prospective and contingent liabilities) as if the Company were being wound up under the provisions of
• REPORT ADDRESSED TO THE BOARD OF DIRECTORS BY THE COMPANY'S AUDITOR'S ON THE The text of the Report dated March 5, 2019 of S R B C & Co. LLP, the Statutory Auditors of the Company PERMISSIBLE CAPITAL PAYMENT AND THE OPINION FORMED BY DIRECTORS REGARDING INSOLVENCY

addressed to the Board is reproduced below

Limited, and should not be used by any other person or for any other purpose. Accordingly, we do not accept
or assume any liability or any duty of care for any other purpose or to any other person to whom this report
is sh update this report for events and circumstances occurring after the date of this report

• Chartered Accountants For S R B C & CO LLP
• ICAI Firm Registration Number: 324982E/E300003
• $Sd/$ -

per Tridevlal Khandelwa

Membership Number: 501160 Partne

Date: March 5, 2019 Place of Signature: Pune UDIN: 19501160AAAAAE2991

Statement

Computation of amount of permissible capital payment towards buyback of equity shares in accordance with
Section 68(2) of the Act

Note:

Shar Max Grar

• the standalone audited financial statement for the year ended March 31, 2018. Calculation in respect of Permissible Capital Payment for Buyback of Equity Shares is done on the basis of
• Amalgamation reserve and employees stock options reserve has not been considered for the purpose of above computation.
• For and on behalf of
• Quick Heal Technologies Limiter

Sd/-

Kailash Katkar

• Sd/-Nitin Kulkarni
• Chief Financial Officer
• DIN Number: 00397191 & Chief Executive Office
• Date: March 5, 2019 Place of Signature: Pune
• Unquote 10 RECORD DATE AND SHAREHOLDER ENTITLEMENT
• 10.1 As required under the Buyback Regulations, the Company has fixed Friday, April 26, 2019, as the Record participate in the Buyback. The Equity Shares proposed to be bought back by the Company shall be divided
  into two categories: (a) reserved category for small shareholders; and (b) general category for all other Date for the purpose of determining the entitlement and the names of the Shareholders, who will be eligible to

Eligible Shareholders. Eligible Shareholders holding Equity Shares, as on the Record Date will receive

letter