Quick Heal Technologies : Buyback - others

		Quick Heal Technologies Ltd.
		Regd. Office: Marvel Edge, Office No. 7010 C & D, 7th Floor,
		Opposite Neco Garden Society, Viman Nagar, Pune 411014.
		Tel: [phone] | Email: [e-mail]
		CIN - L72200MH1995PLC091408
Ref No.: QHTL/Sec/SE/2022-23/37	September 26, 2022
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
Dear Sir/Madam,

Subject: Submission of Letter of Offer for the Buyback of up to 50,00,000 fully paid-up equity shares of ₹ 10/- each ("Equity Shares") of Quick Heal Technologies Limited ("Company") at a price of ₹ 300 per Equity Share for a maximum amount of ₹ 150 crore ("Buyback Size") through the tender offer process pursuant to the SEBI (Buy Back of Securities) Regulations, 2018, as amended ("Buyback Regulations") (the "Buyback").

This is in regard to the captioned buyback and further to our letters dated August 29, 2022 and August 31, 2022 whereby we had submitted the public announcement and the draft letter of offer, respectively, pertaining to the captioned Buyback.

We are pleased to submit herewith the letter of offer dated September 26, 2022 for your reference and dissemination. In accordance with the Buyback Regulations, the Company will mail and/ or dispatch the Letter of Offer for the Buyback to eligible shareholders holding Equity Shares of the Company as on the Record Date i.e. September 14, 2022, on or before September 29, 2022.

You are requested to take note of the following schedule of activities in relation to the Buyback:

Activity	Date	Day
Date of opening of the Buyback	October 4, 2022	Tuesday
Date of closing of the Buyback	October 18, 2022	Tuesday
Last date of receipt of completed Tender	October 18, 2022	Tuesday
Forms and other specified documents by the
Registrar to the Buyback
Last date of settlement of bids on the Stock	October 31, 2022	Monday
Exchange*

*Where last dates are mentioned for certain activities, such activities may happen on or before the respective last dates.

Please acknowledge receipt of this intimation.

Thanking You

For Quick Heal Technologies Limited

SRINIVASA	Digitally signed by
RAO	SRINIVASA RAO
ANASINGARA	ANASINGARAJU
Date: 2022.09.26
JU	18:44:46 +05'30'

A. Srinivasa Rao

Company Secretary

Encl: as above

www.quickheal.co.in

LETTER OF OFFER

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Letter of Offer is being sent to you as a registered Equity Shareholder (as defined hereinafter) of Quick Heal Technologies Limited (the "Company") as on the Record Date (as defined hereinafter) in accordance with Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended ("Buyback Regulations"). If you require any clarifications about the action to be taken, you may consult your stockbroker or your investment consultant or the Manager to the Buyback Offer i.e., Ambit Private Limited or the Registrar to the Buyback Offer i.e., Link Intime India Private Limited. Please refer to the section on "Definitions of Key Terms" on page 3 of this Letter of Offer for the definitions of the capitalized terms used herein.

Quick Heal Technologies Limited

CIN: L72200MH1995PLC091408

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

Phone: [phone]; E-mail: [e-mail]; Website: www.quickheal.co.in

Contact Person: Mr. Vinav Agarwal, Compliance Officer

OFFER TO BUYBACK UP TO 50,00,000 (FIFTY LAKHS) FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF ₹ 10/-

(RUPEES TEN ONLY) EACH, REPRESENTING APPROXIMATELY 8.6% OF THE TOTAL NUMBER OF EQUITY SHARES IN THE ISSUED, SUBSCRIBED AND PAID-UP EQUITY SHARE CAPITAL OF THE COMPANY AS AT MARCH 31, 2022, FROM THE SHAREHOLDERS / BENEFICIAL OWNERS OF EQUITY SHARES OF THE COMPANY AS ON THE RECORD DATE BEING SEPTEMBER 14, 2022 ON A PROPORTIONATE BASIS, THROUGH THE "TENDER OFFER" ROUTE AT A PRICE OF ₹ 300/-

(RUPEES THREE HUNDRED ONLY) PER EQUITY SHARE, PAYABLE IN CASH, FOR AN AGGREGATE AMOUNT NOT EXCEEDING ₹ 150 CRORE (RUPEES ONE HUNDRED AND FIFTY CRORE ONLY) (THE "BUYBACK") EXCLUDING ANY TRANSACTION COSTS.

1. The Buyback is in accordance with Article 9 of the Articles of Association of the Company and is subject to the provisions of Sections 68, 69, 70, 108 and 110 and all other applicable provisions, if any, of the Companies Act, 2013, as amended ("Companies Act"), the Companies (Share Capital and Debentures) Rules, 2014, as amended ("Share Capital Rules"), Companies (Management and Administration) Rules, 2014, as amended ("Management Rules") and the Securities Exchange and Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations"), to the extent applicable and in compliance with the Buyback Regulations, statutory modifications or re-enactments thereof, for the time being in force and subject to such other approvals, permissions and sanctions as may be necessary, from time to time from statutory authorities and/or regulatory authorities including but not limited to Securities and Exchange Board of India ("SEBI"), the Registrar of Companies ("RoC") and the stock exchanges where the Equity Shares of the Company are listed, i.e., the National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") (collectively, the "Stock Exchanges").
2. The Maximum Buyback Size represents 24.71% and 24.66% of the aggregate of the fully paid-up Equity Share capital and free reserves as per the latest audited financial statements of the Company as on March 31, 2022, on a standalone and consolidated basis respectively, and is within the limit of 25% (for a Buyback as provided for under Section 68(2)(c) of the Act) of the aggregate of the Company's total paid-up equity share capital and free reserves as per the latest standalone and consolidated audited financial statements of the Company as on March 31, 2022.
3. The Letter of Offer will be sent to the Equity Shareholder(s) / Beneficial Owner(s) of Equity Shares of the Company as on the Record Date i.e., September 14, 2022.
4. The procedure for tender and settlement is set out in paragraph 20 on page no. 45 of this Letter of Offer. The form of acceptance cum acknowledgement ("Tender Form") is enclosed together with this Letter of Offer.
5. The procedure for Acceptance is set out in paragraph 19 on page no. 42 of this Letter of Offer. The payment of consideration is in cash to the Eligible Shareholders. For mode of payment of consideration to the Eligible Shareholders, please refer to paragraph 20.30 on page no. 53 of this Letter of Offer.
6. A copy of the Public Announcement, the Draft Letter of Offer and this Letter of Offer (along with the Tender Form and Form SH - 4) shall be available on the website of the Company - www.quickheal.co.in and is expected to be available on the websites of Securities and Exchange Board of India at http://www.sebi.gov.in, the Stock Exchanges at www.bseindia.com and www.nseindia.com and the Registrar at www.linkintime.co.in.
7. Eligible Shareholders are advised to read this Letter of Offer and in particular, refer to paragraph 17 ("Details of Statutory Approvals") and paragraph 21 ("Note on Taxation") of this Letter of Offer before tendering their Equity Shares in the Buyback.

BUYBACK PROGRAMME

BUYBACK OPENS ON: TUESDAY, OCTOBER 4, 2022

BUYBACK CLOSES ON: TUESDAY, OCTOBER 18, 2022

LAST DATE OF RECEIPT OF COMPLETED TENDER FORMS AND OTHER SPECIFIED DOCUMENTS BY THE REGISTRAR

TO THE BUYBACK: TUESDAY, OCTOBER 18, 2022 BY 5.00 p.m. (IST)

MANAGER TO THE BUYBACK	REGISTRAR TO THE BUYBACK
Ambit Private Limited	Link Intime India Private Limited.
Address: Ambit House, 449, Senapati Bapat Marg, Lower	Address: C 101, 247 Park, L.B.S. Marg, Vikhroli (West),
Parel, Mumbai - 400 013	Mumbai - 400083
Tel: + 91 (22) 6623 3030; Fax: [phone]	Tel: [phone]; Fax: [phone]
Contact Person: Mr. Miraj Sampat / Mr. Jatin Jain	Contact Person: Mr. Sumeet Deshpande
Email: [e-mail]	E-mail: [e-mail]
Website: www.ambit.co	Website: www.linkintime.co.in
SEBI Registration Number: INM000010585	SEBI Registration Number: INR000004058
Validity Period: Permanent	Validity Period: Permanent
CIN: U65923MH1997PTC109992	CIN: U67190MH1999PTC118368

	TABLE OF CONTENTS
1.	SCHEDULE OF ACTIVITIES FOR THE BUYBACK	3
2.	DEFINITIONS OF KEY TERMS	3
3.	DISCLAIMER CLAUSE	8
4.	TEXT OF RESOLUTION PASSED AT THE BOARD MEETING	10
5.	DETAILS OF PUBLIC ANNOUNCEMENT	14
6.	DETAILS OF THE BUYBACK	14
7.	AUTHORITY FOR THE BUYBACK	16
8.	NECESSITY FOR THE BUYBACK	17
9.	MANAGEMENT DISCUSSION AND ANALYSIS OF THE LIKELY IMPACT OF THE
	BUYBACK ON THE COMPANY	17
10.	BASIS OF CALCULATING THE BUYBACK PRICE	22
11.	SOURCES OF FUNDS FOR THE BUYBACK	23
12.	DETAILS OF ESCROW ACCOUNT AND AMOUNT DEPOSITED THEREIN	24
13.	CAPITAL STRUCTURE AND SHAREHOLDING PATTERN	24
14.	BRIEF INFORMATION OF THE COMPANY	26
15.	FINANCIAL INFORMATION ABOUT THE COMPANY	32
16.	STOCK MARKET DATA	36
17.	DETAILS OF STATUTORY APPROVALS	38
18.	DETAILS OF THE REGISTRAR TO THE BUYBACK AND INVESTOR SERVICE
	CENTRE	39
19.	PROCESS AND METHODOLOGY FOR THE BUYBACK	39
20.	PROCEDURE FOR TENDERING SHARES AND SETTLEMENT	45
21.	NOTE ON TAXATION	55
22.	DECLARATION FROM THE BOARD OF DIRECTORS	57

23. REPORT ADDRESSED TO THE BOARD OF DIRECTORS BY THE COMPANY'S

	STATUTORY AUDITOR'S ON THE PERMISSIBLE CAPITAL PAYMENT AND THE
	OPINION FORMED BY DIRECTORS REGARDING INSOLVENCY	58
24.	DOCUMENTS FOR INSPECTION	62
25.	DETAILS OF THE COMPLIANCE OFFICER	63
26.	REMEDIES AVAILABLE TO SHAREHOLDERS/ BENEFICIAL OWNERS	63
27.	DETAILS OF THE REGISTRAR TO THE BUYBACK AND INVESTOR SERVICE
	CENTRE	63
28.	DETAILS OF THE MANAGER TO THE BUYBACK	64
29.	DECLARATION BY THE DIRECTORS	64

TENDER FORMS

2

1. SCHEDULE OF ACTIVITIES FOR THE BUYBACK

Activity	Schedule of activities
Date		Day
Date of Board Meeting approving the proposal for the Buyback	July 21, 2022		Thursday
Date of annual general meeting approving the Buyback	August 26, 2022		Friday
Date of declaration of results of e-voting to the stock exchanges
for resolution by the Equity Shareholders of the Company,	August 27, 2022		Saturday
approving the Buyback
Date of Public Announcement for the Buyback	August 27, 2022		Saturday
Date of publication of the Public Announcement for the Buyback	August 29, 2022		Monday
Record Date for determining the Buyback Entitlement and the	September 14, 2022		Wednesday
names of Eligible Shareholders
Date of opening of Buyback	October 4, 2022		Tuesday
Date of closing of Buyback	October 18, 2022		Tuesday
Last date of receipt of completed Tender Forms and other	October 18, 2022		Tuesday
specified documents by the Registrar
Last date of verification of Tender Forms by Registrar	October 28, 2022		Friday
Last date of intimation to the Designated Stock Exchange	October 28, 2022		Friday
regarding acceptance or non-acceptance of tendered Equity
Shares by the Registrar
Last date of settlement of bids on the Designated Stock	October 31, 2022		Monday
Exchange
Last date of dispatch of share certificate(s) by the Registrar to the	October 31, 2022		Monday
Buyback/ payment to Eligible Shareholders/ return of unaccepted
Equity Shares by Designated Stock Exchange to Eligible
Shareholders/ Seller Broker
Last date for payment of consideration to Eligible Shareholders	October 31, 2022		Monday
who participated in the Buyback
Last Date of Extinguishment of Shares bought back	November 7, 2022		Monday

Note: Where last dates are mentioned for certain activities, such activities may happen on or before the respective last dates.

2. DEFINITIONS OF KEY TERMS

1. This Letter of Offer uses certain definitions and abbreviations which, unless the context otherwise indicates or implies or specifies otherwise, shall have the meaning as provided below. References to any legislation, act, regulation, rules, guidelines or policies shall be to such legislation, act, regulation, rules, guidelines or policies as amended, supplemented, or re- enacted from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision.
2. The words and expressions used in this Letter of Offer, but not defined herein shall have the meaning ascribed to such terms under the Buyback Regulations, the Companies Act, the Depositories Act, 1996, and the rules and regulations made thereunder.

Term	Description
Acceptance/ Accept/	Acceptance of Equity Shares tendered by Eligible Shareholders for the
Accepted	Buyback
Act / Companies Act	The Companies Act, 2013, as amended and rules framed thereunder
	3

Term	Description
	The facility for acquisition of Equity Shares through the mechanism
Acquisition Window	provided by the Designated Stock Exchange in the form of a separate
	window in accordance with the SEBI Circulars.
	Additional Equity Shares tendered by an Eligible Shareholder over and
Additional Equity Shares	above the Buyback Entitlement of such Eligible Shareholder up to the
extent of Equity Shares held by such Eligible Shareholder on the Record
	Date
Articles / Articles of	Articles of Association of the Company, as amended from time to time
Association
	Board of Directors of the Company (which term shall, unless repugnant
Board / Board of Directors	to the context or meaning thereof, be deemed to include a duly authorized
	"Committee" thereof)
Board Meeting	Meeting of the Board of Directors of the Company held on July 21, 2022
to approve the proposal of Buyback
BSE	BSE Limited
	Offer to buy back up to 50,00,000 fully paid-up equity shares of ₹ 10/-
	(Rupees ten only) each of the Company at a price of ₹ 300/- (Rupees
Buyback / Buyback Offer /	three hundred only) per Equity Share, payable in cash, from the Equity
Offer	Shareholders of the Company as on the Record Date, by way of Tender
	Offer in terms of the Buyback Regulations read with SEBI Circulars,
	on a proportionate basis
Buyback Closing Date	Tuesday, October 18, 2022
	Mr. Kailash Katkar, Managing Director & CEO, Mr. Sanjay Katkar,
	Joint Managing Director & CTO, Mr. Amitabha Mukhopadhyay,
	Independent Director, Mr. Mehul Savla, Independent Director, Mr.
Buyback Committee /	Navin Sharma, Chief Financial Officer, Mr. Abhisek Singhania,
Committee	Director - Finance, Mr. Srinivasa Rao, Company Secretary and Mr.
	Vinav Agarwal, Compliance Officer, constituted and authorized for the
	purposes of the Buyback by a resolution passed by the Board at its
	meeting held on July 21, 2022.
	The number of Equity Shares that an Eligible Shareholder is entitled to
Buyback Entitlement /	tender, in the Buyback, based on the number of Equity Shares held by
such Eligible Shareholder, on the Record Date and the ratio / percentage
Entitlement
of Buyback applicable in the category to which such Eligible
	Shareholder belongs
Buyback Opening Date	Tuesday, October 4, 2022
Buyback Price / Offer	Price at which shares will be bought back from the Eligible
Shareholders i.e., ₹ 300/- (Rupees three hundred only) per Equity Share,
Price
payable in cash
	The period between the date of declaration of results of e-voting to the
Buyback Period	Stock Exchanges for shareholders' resolution i.e., August 27, 2022 and
the date on which the payment of consideration to the Eligible
	Shareholders who have accepted the Buyback is made
Buyback Regulations	Securities and Exchange Board of India (Buy-back of Securities)
Regulations, 2018, as amended from time to time
CIN	Corporate Identity Number
Clearing Corporation	Indian Clearing Corporation Limited
"Company" or "Our	Quick Heal Technologies Limited
Company" or "we" or
"us" or "our"
	4