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)

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;

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:

* 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