Dear Shareholders,

Presentation on Twenty Eighth Annual Report of the Company together with Audited Financial Statements of the Company for the financial year ended March 31,2020 is hereby submitted as under:

INITIATION OF CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP)

The National Company Law Tribunal ("NCLT"), New Delhi Bench, vide order dated December 11, 2018 ("Insolvency Commencement Order") has initiated corporate insolvency resolution process ("CIRP") based on application filed by KKR India Financial Services Private Limited against Kwality Limited ("the Company"), under the provisions of the Insolvency and Bankruptcy Code, 2016 ("the Code"). Mr. Shailendra Ajmera IP Registration No. IBBI/IPA-001/IP-P00304/2017-18/10568 was appointed as Interim Resolution Professional ("IRP") to manage affairs of the Company in accordance with the provisions of the Code and thereafter continued and appointed as the Resolution Professional ("RP") by the committee of creditors ("CoC") of the Company in the meeting held on January 11, 2019 under the provisions of the Code . Pursuant to the Hon'ble NCLT Order for commencement of the CIRP and in accordance with Section 17 & 20 of the Code, the power of the Board of Directors stood suspended and vested with the RP and is being exercised by RP.The CIRP period was extended from 180 days to 330 days from the insolvency commencement date, vide orders dated 24 May 2019 and 6 September 2019 .

In terms of the process prescribed under the Code, the Resolution Plan dated 17 October 2019 read with Addendum 1 & Addendum 2 submitted by a Consortium of Haldiram Snacks Pvt . Ltd. and Pioneer Securities Pvt . Ltd. ("Resolution Applicant") for the Company was not approved by the CoC in terms of the requirement of Section 30(4) of the Code . Subsequently, the Resolution Applicant also submitted unsolicited Addendum 3 dated 4 November 2019 to their Resolution Plan offering more value, which was not considered by the CoC . Based on the decision of the CoC, the RP on 8 November 2019, filed an application with the NCLT to pass such order or direction as it considers fit and proper in the facts and circumstances of the case.

In the meantime, the Resolution Applicant filed an application with the NCLT on 6 November 2019 seeking extension of the CIRP period and a direction against the RP to place the revised offer, vide Addendum 3 submitted by the Resolution Applicant, before the CoC for consideration . Pursuant to interim order dated 14 November 2019 passed by the NCLT, the Resolution Plan dated 17 October 2019 read with Addendum 1,2, 3 and 4 was considered by the CoC and was not approved in terms of the requirement of Section 30(4) of the Code . RP filed a progress report appraising the same to the NCLT on 6 December 2019 .

The Resolution Applicant on 7 December 2019 filed another application with the NCLT seeking a direction against the CoC to approve the Resolution Plan and make it binding on the Corporate Debtor and other stakeholders with immediate effect and keeping the application for liquidation of the Corporate Debtor filed by RP in abeyance until the said application is decided by the NCLT.

On account of Government Advisory in the wake of Coronavirus (COVID - 19) and the notice dated 15 March 2020 issued by the President, NCLT based on such advisory, hearings on only urgent case is taking place before the NCLT since 15 March 2020. RP is continuing to manage and operate the Company as a going concern in terms of the Code .

Since the Company is undergoing the Corporate Insolvency Resolution Process (CIRP) under the Code, as per Section 17 of the Code:

• the management of the affairs of the Company vests with the Resolution Professional

• the powers of the Board of Directors of the Company stands suspended and are being exercised by the Resolution Professional

• the Financial Institutions maintaining accounts of the Company are mandated to act on the instructions of the Resolution Professional in relation to such accounts and furnish all information relating to the Company available with them to the Resolution Professional .

1. FINANCIAL HIGHLIGHTS

2. COMPANY PERFORMANCE

The Company's Standalone turnover for the current financial year is Rs 150.57 crores as compared to Rs 2089.23 crores in previous financial year. Loss before Tax is Rs . 128.74 crores for current financial year as compared to that of Loss before tax for previous financial year of Rs . 2948.45 crores . Loss after Tax for the current financial year stood at Rs . 128.74 crores as compared to Loss before tax Rs . 2947 58 crores in the previous financial year

The Company's Consolidated turnover for the current financial year is Rs 150.57 crores as compared to Rs 2129.88 crores in previous financial year. Loss before Tax is Rs .144.43 crores for current financial year as compared to that of previous financial year of Loss before Tax of Rs . 3217.02 Crores . Loss after Tax for the current financial year stood at Rs . 144.43 crores as compared to Loss after tax Rs . 3216.15 crores in the previous financial year.

3. CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") and applicable provisions of the Companies Act, 2013 read with the Rules issued thereunder, the Consolidated Financial Statements of the Company for the financial year 2019-20 have been prepared in compliance with applicable Accounting Standards and on the basis of audited financial statements of the Company and its subsidiary.

The Consolidated Financial Statements together with the Auditors' Report form part of this Annual Report.

4. SUBSIDIARIES

A separate statement containing the salient features of financial statements of all subsidiaries of the Company forms a part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013 . In accordance with Section 136 of the Companies Act, 2013, the financial statements of the subsidiary and associate companies are available for inspection by the members at the Registered Office of the Company during business hours on all days except Saturdays, Sundays and public holidays upto the date of the Annual General Meeting ('AGM') .The financial statements including the consolidated financial statements, financial statements of subsidiaries and all other documents required to be attached to this report have been uploaded on the website of the Company (www.kwality. com) . The Company has formulated a policy for determining material subsidiaries. The policy may be accessed on the website of the Company (www.kwality. com)

Your Company has a wholly owned subsidiary under the name and style of "Kwality Dairy Products - FZE" ("KDPF") in free trade zone of United Arab Emirates. Your Company has prepared Consolidated Financial Statements in accordance with Section 129(3) of the Companies Act, 2013, Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Accounting Standard as specified under Section 133 of Companies Act, 2013 read with Rule 7 of Companies (Accounts) Rules 2014 .

The trading license of KDPF, which has discontinued the business during the previous financial year w. e . f. July 11,2018, has expired on 30 October 2019 . Consequently, KDPF will no longer be able to carry out any business activities .

In view of continuing default in payment of dues by KDPF, certain lenders have sent notices / letters towards recovery of their loans and further issued legal notices as well as filed appropriate applications for recovery of their dues .

Kwality Dairy Products FZE (subsidiary of Kwality Limited) has been issued notice by the Dubai Court in execution of a Suit No. 2589/2018 filed by Bank of Baroda on 15.11. 2018 and registered on 10.12.2018 for recovery of dues .

Kwality Limited has given corporate guarantee to Bank of Baroda in respect of loans availed by the KDPF which has been invoked by vide notice dated 19.09.2018. Bank of Baroda has already filled the claim with RP for recovery of the dues arise on account of invocation of the corporate guarantee, the same has been admitted and voting share assigned to Bank of Baroda in respect thereof in the CoC.

The RP has replied to Bank of Baroda that the action taken by them is violation of the order of moratorium and amounts to seeking recovery of dues by pursuing individual recovery proceedings for recovery of debt in respect of which claim has been admitted by the RP under the IBC. Bank of Baroda has been requested to forthwith withdraw the said execution and all step and actions arising therefrom or related thereto.

5. DIVIDEND

In view of losses incurred during the period under review, the Company does not recommend any dividend on the equity shares for the financial year ended as on March 31,2020.

6. CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the Company

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in the Annual Report

8. TRANSFER TO RESERVE

Pursuant to section 123 of the Companies Act, 2013 the company is not mandatorily required to transfer any amount to the reserves . Accordingly, the company has not transferred any amount to the reserves during the year.

9. PREFERNTIAL ISSUE AND PRIVATE PLACEMENT

During the period under review, the company has not made any preferential issue and private placement.

10. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND AUTHORITY

Pursuant to the applicable provisions of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Authority"), all unpaid or unclaimed dividends are required to be transferred by the company to the IEPF established by the Government of India, after completion of seven years . Further according to

the rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall be transferred to the Demat account of the IEPF Authority.

During the year 2019-20, unclaimed Dividend for financial year 2011-12 of Rs . 551,665.90/- were transferred to the Investor Education and Protection Fund ("IEPF"), as required under the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Authority"). Further 39,666 equity shares in respect of which dividend has not been claimed for the final dividend declared in financial year 2011-12 were transferred to the IEPF Authority pursuant to the provisions of Section 124(6) of the Companies Act, 2013 and the rules thereunder.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure 1 to the Board's report.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report .

13. INSPECTION BY CENTRAL BUREAU OF INVESTIGATION

On September 21,2020 the officers of the Central Bureau of Investigation ("CBI") inspected the registered office cum corporate office and other business locations of the Company for the purpose of the investigation under Case RC 2232020A0005 of CBI/AC-V registered on September 10, 2020 under the provisions of the Prevention of Corruption Act, 1988.The above case is stated to have been registered for the offences of fraud and wrongful loss of public money. The investigation is being carried out pursuant to a complaint filed by the Financial Creditor who has already filed an application under section 7 of the Insolvency & Bankruptcy Code, 2016 ("Code").

14. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, the Company is undergoing the Corporate Insolvency Resolution Process (CIRP) under the Code . Prior to commencement of Corporate Insolvency Resolution Process, the Company had a duly constituted Corporate Social Responsibility (CSR) Committee, which was responsible for fulfilling the CSR objectives of the Company. However, the same was not in operation due to CIRP.

During the year under review, the Company was not required to spend any amount on CSR activities/programs as the Company did not have positive average net profits calculated in terms of the provisions of section 135 read with section 198 of the Act.

The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out herewith as "Annexure 2" to this Report.

15. CREDIT RATING

Brickwork Ratings was received in the month of September 2018 with Rating Outlook downgraded for Fund Based Long Term rating as "BWR D (Downgrade)" for bank loan facilities for an amount of Rs 1463 crores, Non-Fund Based Short Term rating as "BWR D (Downgrade)" for an amount of Rs 30 crores and assigned "BWR D (Downgrade)" for issue of Non-Convertible Debentures of Rs 94.45 crores. Subsequently, the CIRP was initiated, on an application filed by KKR India Financial Services Private Limited against the Company, which was admitted vide an Order dated 11th December 2018 of the Hon'ble National Company Law Tribunal ("NCLT"), New Delhi Bench, under the provisions of the Code . Currently the rating for Long Term & Short term Bank loan for an amount of Rs . 1463 crores & 30 crores has been withdrawn.

16. CASH FLOW STATEMENT

In conformity with the provisions of Regulation 34(2) (c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Cash Flow Statement for the year ended on March 31,2020 is attached as a part of the Financial Statement of the Company.

17. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis forms an integral part of this report and gives detailed review of operations, performance and future outlook of the company during the financial year 2019-20.

18. DIRECTORS AND KEY MANAGERIAL PERSONNELS (KMP)#:

The Key Managerial Persons of the Company as at March 31,2020 are:

# Currently suspended during CIRP under the provisions of Insolvency & Bankruptcy Code, 2016 DIRECTORS

INDUCTIONS, RETIRE BY ROTATION AND RESIGNATIONS

During the financial year 2019-20, there is no addition in the Board of Director of the Company.

As at March 31,2020, the Board of your Company is constituted of three Directors comprising of Dr. Rattan Sagar Khanna, Chairman and Non-Executive Independent Director and Mr. Sanjay Dhingra, Managing Director. During the year under review, Ms. Swati Chaturvedi has tendered resignation from the post of Women Independent Director w. e .f July 01,2019, which was disapproved by the Committee of Creditors of the Company in their meeting held on July 15, 2019 . However the director suo-moto filed requisite form for resignation w. e . f. from July 01,2019 (as per MCA portal) with MCA .

Mr. Sanjay Dhingra (DIN: 00025376), Managing Director, was liable to retire by rotation in the Annual General Meeting as per section 152 of the Companies Act, 2013 but due to the fact that the Company is undergoing CIRP the power of the Board of Directors stands suspended and any change in the Management of the Company would have required approval of the Committee of the Creditors, no change has been given effect to .

19. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3) (c) of the Companies Act, 2013, the statement is required from the Board of Directors of the company and the power of the Board of Directors has been suspended after the initiation of CIRP.

20. DEPOSITS

Your company has not raised any public deposit during the period under review. Therefore, there was no public deposit outstanding as at the beginning or at the end of the period.

21. INTERNAL FINANCIAL CONTROL SYSTEM

The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information .

Internal Control System has designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable Accounting Standards .The internal financial controls with reference to the financial statements were adequate and operating effectively

22. RISK MANAGEMENT

The Company has well defined process in place to ensure appropriate identification and treatment of risks . The identification of risk is done at strategic, business, operational and process levels. All significant risks are well integrated with the functional and business plans and are reviewed on a regular basis.

Further details form part of Corporate Governance Report.

23. AUDITORS STATUTORY AUDITORS

At the Annual General Meeting held on November 29, 2019, M/s B. Rattan & Associates, Chartered Accountants (ICAI Firm Registration No . 011798N) has been appointed as auditor of the Company to hold office till the conclusion of the Annual General Meeting ("AGM") to be held in the year 2024.

The Auditors' Report for the financial year ended March 31,2020 on the financial statements of the Company is a part of this Annual Report .The Comments on the qualification in the Auditor's Report on the Financial year 2019-20 are as provided in the "Statement on Impact of Audit Qualification" forms part of annual report.

COST AUDITOR

M/s . M K Jha & Co. , Cost Accountants, (Firm Registration No . 101333) has been appointed as the Cost Auditor of the Company to conduct the audit of cost records for the financial year 2020-21 .The remuneration proposed to be paid to the Cost Auditor, subject to ratification by the shareholders of the Company at the ensuing 28th AGM, would not exceed Rs. 30000 (Rupees Thirty Thousand only) excluding taxes and out of pocket expenses, if any.

The Company has received consent from M/s . MK Jha & Co ., Cost Accountants, to act as the Cost Auditor for conducting audit of the cost records for the financial year 2020-21 along with a certificate confirming their independence and arm's length relationship.

SECRETARIAL AUDITOR

M/s . Mukun Vivek & Company, Company Secretaries, were appointed to conduct the secretarial audit of the Company for the financial year 2019-20, as required under Section 204 of the Companies Act, 2013 and Rules made thereunder. The secretarial audit report for FY 2019-20 forms part of the Annual Report as Annexure 3 to the Board's Report.

24. EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies (Amendment) Act, 2017, the copy of annual return in the prescribed form has been placed at our website www.kwality. com.

25. SECRETARIAL STANDARDS OF ICSI

Your Company complies with the Secretarial Standards as specified by the Institute of Company Secretaries of India, on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) and notified by Ministry of Corporate Affairs .

26. LISTING

The equity shares of the Company continue to be listed on the BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The annual listing fees for the current year have been paid to the BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).

27. PARTICULARS OF REMUNERATION OF DIRECTORS#, KMPs AND EMPLOYEES

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure 4 to the Board's Report.

Details of employees, employed for the whole year and are in receipt of remuneration of Rs . 1,02,00,000/- or more, or if employed for the part of the year and in receipt of Rs . 8,50,000/- or more a month, under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 .

* Currently suspended during CIRP under the provisions of the Insolvency & Bankruptcy Code, 2016

28. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Remuneration, Compensation and Nomination Committee has framed a policy for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel, Senior Management Personnel and their remuneration and other matters provided under Section 178(3) of the Companies Act, 2013 and Regulation 19 of the Listing Regulation (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) . However, the same is not effective since the commencement of CIRP under the Code .

The Nomination and Remuneration Policy can be accessed on the website of the Company (www.kwality.com) .

29. DECLARATION BY INDEPENDENT DIRECTORS

The Company is in CIRP and accordingly power of the board has been suspended pursuant to imitation of CIRP. Therefore, no declaration is received from independent director under section 149(7) of Companies Act 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 . Further the company had received the declaration from the independent director on April 01,2019 .

30. PERFORMANCE EVALUTION OF THE BOARD

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations, prior to commencement of CIRP, the Board, in consultation with its Remuneration, Compensation and Nomination Committee has formulated a framework containing, inter- alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors.

Since the initiation of CIRP evaluation of Board, its Committees and individual directors has not taken place for the year 2019-20.

31. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, no board meetings were held during the year ended on 31st March, 2020 since the powers of the Board of Directors were suspended due to commencement of corporate insolvency resolution process and the same vest in the Resolution Professional. However, five meetings were held which were chaired by Resolution Professional (RP) along with the Key Managerial Persons (KMP) of the Company in accordance with the Section 17 and 23 of Insolvency and Bankruptcy Code 2016 during the financial year 2019-20.The date of meetings are 30th May, 2019, 19th August, 2019, 01st October, 2019, 21st November, 2019 and 14th February, 2020

32. "KWALITY EMPLOYEE STOCK OPTION PLAN 2014" ("ESOP 2014")

The details of the grants allotted under KWALITY EMPLOYEE STOCK OPTION PLAN 2014" ("ESOP 2014") and also the disclosures in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014 and Section 62 (1) (b) read with Rule 12(9) of the Companies (Share Capital & Debentures) Rules, 2014 is as follow:

33. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required under Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8 of the Companies (Accounts) Rules, 2014 is set out in an Annexure 5 to this report.

34. CORPORATE GOVERNANCE

A separate section on Corporate Governance and a certificate from the statutory auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report .

35. POLICY TO PREVENT SEXUAL HARASSMENT AT WORK PLACE

As required under the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted a Sexual Harassment Policy. We follow a gender neutral approach in handling complaints of sexual harassment all employees are of equal value with no discrimination between individuals at any point on the basis of race, colour, gender, religion, political opinion, national extraction, social origin, sexual orientation or age .The Company is committed to providing a safe and conducive work environment to all its employees and associates. No complaints was pending in the beginning of the year and none was received by the Company during the year under review.

36. SIGNIFICANT AND MATERIAL ORDERS

The following significant and material orders have been passed by the Regulators or Courts or Tribunals: The Order dated December 11,2018 passed by the Hon'ble National Company Law Tribunal, New Delhi Bench initiating corporate insolvency resolution process for the company with effect from December 11,2018 . Except the above, no other significant or material orders were passed by any of the Regulators or Courts or Tribunals .

37. GREEN INITIATIVES

Electronic copies of the Annual Report 2019-20 and the Notice of the 28th Annual General Meeting are sent to all the members whose email addresses are registered with the Company/ depository participant(s) . For members whose email address is not registered and holding shares in dematerialized mode have been requested to register their email address with their depository participants .Those holding shares in physical mode have been requested to furnish their email address with the Company's RTA, at beetalrta@gmail. com .

38. APPRECIATION

The Board of Directors (currently powers are suspended during CIRP under the provisions of the Code) wish to place their deep appreciation for the support and co-operation of the Committee of Creditors, various departments of State and Central Government, Banks/Financial Institutions, employees and other stakeholders .The Board also commend the continuing commitment and dedication of the employees at all levels .