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Quick Heal Technologies Limited Capital/Financing Update 2021

Mar 10, 2021

60974_rns_2021-03-10_8006bb04-e8f1-499e-8c5d-c56095419780.pdf

Capital/Financing Update

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Quick Heal Technologies Ltd.

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Regd. Office: Marvel Edge, Office No. 7010 C & D, 7th Floor, Opposite Neco Garden Society, Viman Nagar, Pune 411014. Tel: +91 20 66813232 | Email: [email protected] CIN - L72200MH1995PLC091408

Ref No.: QHTL/Sec/SE/2020-21/62

March 10, 2021

The Manager, The Manager, Corporate Services, Corporate Services, BSE Limited, National Stock Exchange of India Limited, 14th floor, P J Towers, Dalal Street, Exchange Plaza, Bandra Kurla Complex, Mumbai – 400 001 Bandra (E), Mumbai – 400 051 Security ID: QUICKHEAL Symbol: QUICKHEAL Security Code: 539678 Series: EQ

Sub: Outcome of Board Meeting

Dear Sir,

In continuation of our letter dated March 04, 2021 and in terms of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, we wish to inform you that the Board of Directors of the Company at its meeting held today, March 10, 2021 commenced at 10:45 a.m. and concluded at 2:45 p.m. The meeting inter alia transacted the following businesses:

  1. proposal to buyback upto 63,26,530 Equity Shares of the Company, being 9.85 % of the total paid up equity share capital of the Company, for an aggregate amount not exceeding ₹ 1550 million (Rupees one thousand five hundred and fifty million only) (hereinafter referred to as the "Buyback Size"), which is 24.09 % and 24.24 % of the aggregate of the fully paid-up Equity Share capital and free reserves as per the latest audited standalone and consolidated financial statements of the Company as on March 31, 2020 respectively , at ₹ 245 (Rupees Two Hundred and Forty Five only) per Equity Share (hereinafter referred to as the "Buyback Price"). The Buyback Size does not include any expenses incurred or to be incurred for the buyback like filing fees, advisory fees, public announcement publication expenses, printing and dispatch expenses, transaction costs viz. brokerage, applicable taxes such as buyback tax, securities transaction tax, goods and service tax, stamp duty, etc. and other incidental and related expenses and other incidental and related expenses.

The buyback is proposed to be made from the shareholders of the Company on a proportionate basis under the tender offer route using the stock exchange mechanism notified by SEBI vide circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 read with the circulars issued in relation thereto, including the circular CFD/DCR2/CIR/P/2016/131 dated December 09, 2016 and circular SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19, 2018 in accordance with the provisions contained in the SEBI (Buy Back of Securities) Regulations, 2018 (hereinafter referred to as the " Buyback Regulations ") and the Companies Act, 2013 and rules made thereunder.

The Buyback is subject to approval of the members by means of a special resolution through a postal ballot. The public announcement setting out the process, timelines and other requisite details will be released in due course in accordance with the Buyback Regulations.

www.quickheal.co.in

The Board has approved the constitution of Buyback Committee regard to buyback of equity shares of the Company.

The pre-buyback shareholding pattern as on March 5, 2021 is enclosed at Annexure A . Please note that the details regarding the post-Buyback shareholding pattern has not been provided since the actual number of Equity Shares that are bought back and category of shareholders from whom the Equity Shares will be bought back cannot be determined at this stage.

  1. Quick Heal Technologies Limited Employees Stock Options Scheme – 2021 (“Scheme”), brief details of which are as under:

The Option Pool of the Scheme shall be 20,00,000 (Twenty Lakhs) Employee Stock Options (“Options”) (or such other adjusted figure for any bonus, stock splits or consolidations or other reorganization of the capital structure of the Company as may be applicable from time to time) exercisable into 20,00,000 (Twenty Lakhs) Equity Shares of face value ₹ 10/- each (or such other adjusted figure for any bonus, stock splits or consolidations or other reorganization of the capital structure of the Company as may be applicable from time to time),

Each Option is convertible into 1 Equity Share of the Company.

The Scheme shall be administered by the Nomination and Remuneration Committee of the Company and shall be implemented through direct route for extending the benefits to the eligible Employees (as defined in the Scheme) by the way of fresh allotment and will follow cash mechanism.

The issue price will be decided in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014 at the time of grant of Options.

  1. De-registration and closure of wholly owned subsidiary of the Company Quick Heal Technologies Africa Limited. The Company has undertaken these steps as part of its recently concluded business reorganization exercise. The Company has made good inroads into the domestic enterprise market in the last couple of years and would like to focus on increasing its market share through launch of next-generation enterprise solutions in the coming financial year. Company remain positive on the growth of cybersecurity products globally and continue to partner with our other global partners in the selected overseas markets.

As permitted, this letter is being submitted under Sd/- mode due to work from home as per the Government advisory on Covid-19 and as a part of safety measure.

Please acknowledge receipt of this intimation.

Thanking you For Quick Heal Technologies Limited

Sd/-

A. Srinivasa Rao Company Secretary

Annexure A

Pre-Buyback Shareholding Pattern of the Company as of March 05, 2021:

S.No. Shareholder Category No. ofShareholders Number ofShares %Shareholding
1 Promoter and Promoter Group 5 46,762,345 72.83%
2 Indian Financial Institution/ Banks/ MutualFunds
Indian Financial Institutions/Banks 1 25 0.00
Mutual Funds - - -
Sub Total 1 25 0.00
3 FII/ FPI/ NRIs/ Foreign Nationals / ForeignCompanies and OCB
FII/FPI 3 21,285 0.03
NRIs 486 3,09,358 0.48%
Foreign Nationals, Foreign Companies andOverseas Corporate Bodies 270 40,70,757 6.34%
Sub Total 759 44,01,400 6.85%
4 Indian Public,Corporates and others 61,114 13,041,598 20.32%
Total 61,879 6,42,05,368 100.00%