Quick Heal Technologies Ltd Directors Report

Dear Members,

Quick Heal Technologies Limited

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

( in Crores)

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 Companys 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 Boards 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 Companys 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

TheCompanyhasputinplacearobustriskmanagement 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 Companys 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 Companys 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 Companys 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.SanjayKatkar,JointManagingDirector, 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 Directors 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 Companys website https://www.quickheal.co.in/ documents/investors/policies/Nomination_and_ Remuneration_Policy.pdf

15. BOARD AND ITS COMMITTEES 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 Auditors 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 29th AGM held on September 06, 2024, as Statutory Auditors for a term of five consecutive years to hold office until the conclusion of ensuing 34th 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: ( in Crores)

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

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 arms length basis and in the ordinary course of business. There were no materially significant related party transactions with the Companys 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 Companys website at https://www.quickheal.co.in/documents/ investors/policies/policy-on-related-par ty-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 Companys 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-?-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 Companys 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 Companys 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 Companys 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