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TASTY BITE EATABLES LTD.

21 October 2026 | 12:04

Industry >> Food Processing & Packaging

Select Another Company

ISIN No INE488B01017 BSE Code / NSE Code 519091 / TASTYBITE Book Value (Rs.) 1,367.29 Face Value 10.00
Bookclosure 06/08/2026 52Week High 10544 EPS 137.58 P/E 65.54
Market Cap. 2313.76 Cr. 52Week Low 6430 P/BV / Div Yield (%) 6.59 / 0.11 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

Your directors are pleased to present the 42nd Annual Report Tasty Bite Eatables Limited ("the Company”) together with
Audited Financial Statement of accounts for the year ended 31 March 2026.

1. KEY FINANCIAL HIGHLIGHTS:

Particulars

FY 2025-26

FY 2024-25

Revenue from operations

5,486.55

5,544.05

Other income

229.67

186.10

Total income

5,716.22

5,730.15

EBITDA

843.43

703.67

Profit after tax

353.02

256.08

Earnings per share (INR / share - basic and diluted)

137.57

99.80

Net fixed assets including intangible assets

1,738.05

1,800.70

Long term borrowings (excluding current portion)

-

195.78

Profit transferred to Balance Sheet

353.02

256.08

Other comprehensive income / (loss) transferred to Balance Sheet

(40.92)

(3.56)

2. FINANCIAL PERFORMANCE & OPERATIONS:

Despite continued challenges across domestic and
global markets, including headwinds arising from
evolving US tariff policies, geopolitical uncertainties,
and macroeconomic disruptions in the Middle East
region, the Company delivered a resilient performance
during the year under review.

Revenue from operations stood at INR 5,716.22 million
for the financial year, as compared to INR 5,730.15
million in the previous financial year, reflecting
relative stability in overall business performance
despite the external environment.

The Affiliate Business recorded revenue of INR
2,320.17 million as against INR 2,731.52 million in
the preceding financial year, primarily impacted by
adverse globalmarket conditions.

In contrast, the Tasty Bite Food Solutions Business
segment demonstrated strong growth momentum,
registering an increase of 13.46% in revenues to
INR 3,153.66 million, compared to INR 2,779.55 million
in the previous year, driven by sustained demand and
expansion of the business portfolio.

3. DIVIDEND:

Considering the performance of your Company
during the financial year 2025-26, the Board of
Directors felt the need to strike a balance between
being prudent and conserving capital in the Company,

while at the same time catering to the expectations
of shareholders, and also considering the Dividend
Distribution Policy, the Board of Directors at its
meeting held on 29 May 2026, recommended a final
dividend of INR 10 per equity share, subject to the
approval of shareholders at the ensuing 42nd Annual
General Meeting of the Company. The total dividend
payout for FY 2025-26 on equity shares would involve
a cash outgo of INR 25.66 million. Dividend will be
paid on the basis of particulars of beneficial ownership
furnished by Depositories as on the closing hours of
business on 6 August, 2026. The Dividend Distribution
Policy formulated in accordance with the Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is
available on the website of the Company at
https://
www.tastybite.co.in/corporate

4. TRANSFER TO RESERVES:

The Board of Directors have decided to retain entire
amount of profits for the financial year 2025-26 and
does not propose any amount to be transferred to the
General Reserves of the Company.

5. RESEARCH AND DEVELOPMENT:

The Tasty Bite Research Centre (TBRC), located within
the Company's factory campus, continued to advance
its mandate of being a centre of excellence in product,
process, and ingredient innovation.

During the year under review, TBRC undertook several
key initiatives, including the development of new
ready-to-eat meal offerings in line with the growing
demand for convenience foods, and the reformulation
of existing products to align with evolving consumer
dietary preferences and regulatory requirements
relating to food safety and labelling. The Centre also
strengthened its collaboration with local farmers and
suppliers to procure sustainable and ethically sourced
ingredients, while exploring new cuisines and flavour
profiles to enhance and diversify the Company's
product portfolio.

Further, TBRC has strengthened its capabilities to
develop and scale new product ranges tailored for
the domestic B2C market in India, positioning the
Company to capitalise on emerging consumption
trends and increasing demand for packaged and
ready-to-eat food products.

Going forward, TBRC will continue to focus on
innovation and sustainability, ensuring that the
Company remains at the forefront of the food
industry. Through sustained investment in research
and development, the Company is well-positioned
to address evolving consumer preferences while
maintaining its commitment to quality, safety, and taste.

6. DEPOSITS:

The Company has not accepted or invited any
deposits from the public during the year under review.
Hence, any compliance w.r.t. repayment of deposit or
its interest thereon is not applicable to the Company.

There were no outstanding deposits within the
meaning of Sections 73 and 74 of the Act read with
the Companies (Acceptance of Deposits) Rules, 2014,
as amended, at the end of FY 2025-26 or the previous
financial year. Your Company did not accept any
deposits during FY 2025-26.

7. CHANGES IN DIRECTORS AND KEY
MANAGERIAL PERSONNEL:

During the year under review, the following changes
occurred in the composition of the Board of Directors
and Key Managerial Personnel of the Company:

Resignation of Directors:

Mr. Sukhdev David Dusangh (DIN: 08944427) resigned
from the position of Non-Executive Non-Independent
Director, with effect from the close of business hours
on 25 November 2025.

Mr. Pradeep Poddar (DIN: 00025199) resigned from the
position of Non-Executive Independent Director,

with effect from the close of business hours
on 31 March 2026.

Appointment of Additional Directors and change
in designations:

During the year under review, the Board of Directors
appointed the following individuals as Additional
Directors of the Company pursuant to Section 161(1)
of the Companies Act, 2013 and further regularised in
shareholder's meeting:

Mr. Hans Bakker (DIN : 11382557) was appointed as an
additional director on 14 November 2025 and further
regularised as to Non-Executive, Non-Independent
Director, effective 25 December 2025, through a
resolution passed by postal ballot.

Independent Directors:

Mr. Pradeep Poddar (Chairman)(served on board till
31 March 2026), Mr. Rahul Bhatnagar, and Ms. Rama
Kannan all Independent Directors have provided
declarations affirming their independence in
accordance with the provisions of Section 149(6)
of the Companies Act, 2013 and Regulation 16(1)

(b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

Further, the Independent Directors have confirmed
that there has been no change in the circumstances
affecting their status as Independent Directors.
The declarations and certificates were noted and
taken on record by the Board after carrying out the
requisite assessments.

The Board took on record the declaration and
confirmation submitted by the Independent Directors
regarding their meeting the prescribed criteria of
independence, after undertaking due assessment of
the veracity of the same as required under Regulation
25 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

• Policy on Director's Appointment and
Remuneration:

The Policy of the Company on Director's
Appointment and Remuneration, including
criteria for determining qualifications, positive
attributes, independence of the Directors and
other matters provided under Section 178 (3) of
the Companies Act, 2013, adopted by the Board
viz. Nomination and Remuneration Policy, is
available on the website of the Company,
www.
tastybite.co.in
. Details of the remuneration paid
to the Board of Directors are provided in the
Corporate Governance Report. It is affirmed
that the remuneration paid to the Directors is as

per the terms laid down in the Nomination and
Remuneration Policy of the Company.

• Senior Management Personnel

During the year under review, Mr. Sandeep
Shah has resigned from his position as Director
of Corporate Affairs with effect from the close
of business hours on 30 June 2025. Mr. Abhash
Nigam resigned from his position as Tasty Bite
Food Service Director with effect from the close
of business hours on 31 December 2025.

Additionally, Mr. Shivhari Magar was appointed
as Associate Director - Corporate Affairs with
effect from 21 July 2025. Further, Mr. Tushar
Srivastava was appointed as Senior Director -
TFS with effect from 09 March 2026.

• Board evaluation:

Pursuant to provisions of the Act and SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, the Board carried out evaluation
of its own performance, individual performance
of the directors as well as the respective
Committees. Evaluation of the Chairman was
also carried out. The manner of evaluation is
mentioned in the corporate governance report.
Also, the Board is of the opinion that the directors
and board collectively stand the highest level
of integrity and all members of the board have
specified skill set and experience required for
the Company. Details of which form a part of
Corporate Governance Report.

In a separate meeting of independent directors,
the performance of non-independent directors,
the Board as a whole, and the Chairman of the
Company were evaluated, taking into account the
views of executive directors and non-executive
directors. The Board and the Nomination
and Remuneration Committee reviewed the
performance of individual directors on the
basis of criteria such as the contribution of the
individual director to the board and committee
meetings based on their preparedness on
the issues to be discussed, meaningful and
constructive contribution and inputs in
meetings, etc.

• Remuneration & Evaluation Policy:

The Board on recommendation of Nomination
& Remuneration Committee adopted
'Remuneration and Evaluation Policy' for
selection, appointment and remuneration of
Directors and Senior Management Personnel

including criteria for determining qualifications,
positive attributes, independence of a director
and other matters as required by the Companies
Act, 2013. Necessary diversity in the board was
ensured. Detailed policy is available at Company's
website
www.tastybite.co.in

In terms of the applicable provisions of the Act
read with the rules framed thereunder and
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (SEBI Listing
Regulations), your Board has adopted and
amended a Policy for appointment, removal
and remuneration of Directors, Key Managerial
Personnel ("KMP”) and Senior Management
Personnel and also on-Board Diversity,
Succession Planning and Evaluation of Directors.

• Meetings:

During the year under review, Four (4) board
meetings held during the financial year ended
31 March 2026. These were held on 27 May
2025, 06 August 2025, 10 November 2025, and
13 February 2026. Maximum interval between
any two meetings was not more than 120
days. Details of these meetings are stated in
Corporate Governance Report forming part of
this annual report.

3. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Act, the draft
annual return for FY 2025-26 prepared in accordance
with Section 92(3) of the Act is made available
on the website of the Company at
https://www.
tastybite.co.in/annual
.

3. DIRECTORS' RESPONSIBILITY STATEMENT:

Directors confirm that:

(a) in the preparation of the annual accounts for the
year ended 31 March 2026, applicable accounting
standards have been followed along with proper
explanation relating to material departures, if any;

(b) they have selected and consistently applied such
accounting policies, judgments and estimates
that are reasonable and prudent to ensure 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 that year;

(c) they have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of Companies
Act, 2013 for safeguarding the assets of the

Company and for preventing and detecting fraud
and other irregularities;

(d) they have prepared the financial statements /
annual accounts on a going concern basis;

(e) they have laid down internal financial controls
to be followed by the Company and that such
internal financial controls are adequate and are
operating effectively; and

(f) they have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively. Based on the framework
of internal financial controls and compliance
systems established and maintained by the
Company, the work performed by the internal,
statutory and secretarial auditors and external
consultants, including the audit of internal
financial controls over financial reporting by the
statutory auditors and the reviews performed
by the management and the relevant board
committees, including audit committee, the
Board is of the opinion that the Company's
internal financial controls commensurate
with nature and size of organisation and
complexity of business.

10. DETAILS IN RESPECT OF FRAUDS
REPORTED BY AUDITORS UNDER SECTION
143(12):

During the year under review, there were no frauds
reported by the auditors to the Audit Committee
or the Board of Directors under section 143(12) of
Companies Act, 2013.

11. CORPORATE GOVERNANCE:

Your Company has been complying and maintaining
high standards of Corporate Governance principles
over the years and places great significance to good
Corporate Governance as an important step towards
building investors' confidence, improve investors'
protection and maximize long term shareholders' value.
In addition to the basic governance practices, the Board
lays strong emphasis on transparency, accountability
and integrity. Accordingly, it has taken adequate steps
to ensure the provisions of Corporate Governance as
prescribed under the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

A certificate from Practising Company Secretary
regarding compliance of conditions of Corporate
Governance is in "
Annexure A” to this Report. A
detailed report on Corporate Governance forms a part
of this Annual Report.

L2. AUDITORS:

• Statutory Auditors:

M/s Kalyaniwalla & Mistry LLP, Chartered
Accountants (Firm Registration No. 104607W/
W100166), Pune were appointed by the
shareholders as the statutory auditors of the
Company in the 41st annual general meeting for
a period of 5 years and they hold office up to the
46th annual general meeting of the Company. The
Company has received eligibility and willingness
for appointment as prescribed under Section
139(6) of the Act from M/s Kalyaniwalla & Mistry
LLP, statutory auditors.

The Report given by M/s Kalyaniwalla & Mistry LLP,
Statutory Auditor on the financial statements of
the Company for the financial year ended March
31, 2026 forms part of the Annual Report. The said
report was issued by the Statutory Auditors with
modified opinion contains below qualification

The Company did not obtain prior approval of
the Audit Committee in respect of related party
transactions with a related party, aggregating to
INR 48.92 million, as required under Regulation 23
(2) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing
Regulations”), which have been subsequently
approved by the audit committee during the year.

The Company did not obtain prior approval of the
shareholders as required under Regulation 23 (4)
of the Listing Regulations, in respect of material
related party transactions with the said related
party, which exceeded the threshold specified
in Schedule XII of the Listing Regulations, by
INR 94.47 million. Subsequent thereto, the
Company initiated postal ballot for the post
facto approval of the shareholders for the related
party transactions with the said related party, for
which, the shareholders gave their dissent and
did not pass it.

Management Response

The Company had obtained prior approval of the
Audit Committee for related party transactions up
to the approved threshold. During the financial
year, the aggregate value of the transactions
exceeded the approved limit prior to obtaining
the enhanced approval of the Audit Committee
due to unexpected demand of recently innovated
product range. Thereafter, enhanced approval of
the Audit Committee was obtained. Subsequently,
upon the transactions crossing the materiality
threshold prescribed under the SEBI (LODR)

Regulations, 2015, the matter was placed before
the Board of Directors and thereafter proposed
for shareholders' approval. However, the proposal
was not approved by the shareholders. Further,
the Board of Directors, at its meeting held on May
29, 2026, decided to seek post facto approval of the
shareholders for such transactions .Subsequently,
the Company received the shareholders' post
facto approval on July 3, 2026.

• Secretarial Auditor:

Pursuant to section 204 of the Companies Act,
2013, the Board and shareholder in 41st annual
general meeting has appointed M/s Pareek V.R
& Associates, Practicing Company Secretaries,
Pune as Secretarial Auditor for a period of 5 years
and they hold office up to the 46th annual general
meeting of the company. The Secretarial Audit
Report is in "
Annexure B” of this report.

The Company has not complied with the
provisions of Regulation 29(1) of the Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations,
2015, with respect to timely prior intimation to
the Stock Exchanges regarding the meeting of
the Board of Directors held on 6th August, 2025,
inter alia, to consider and approve the financial
results of the Company. Pursuant to the aforesaid
non-compliance, notices were issued by BSE
Limited and National Stock Exchange of India
Limited levying penalty of Rs. 10,000/- each on
the Company, which has subsequently been paid
by the Company.

Management Response

The delay in submission of the prior intimation
was due to technical issues in validation of the
XBRL filing. However, the Company submitted
the intimation to the Stock Exchanges on August
4, 2025, prior to the Board Meeting, though
beyond the timeline prescribed under Regulation
29 of the SEBI (LODR) Regulations, 2015.

Further, the Secretarial auditor reported that the
Company has not complied with the provisions
of Regulation 23(2) of the Securities and
Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
as certain related party transaction(s) with Mars
Food UK Limited exceeded the limits previously
approved by the Audit Committee and were
entered into prior to obtaining the requisite
enhanced approval of the Audit Committee.
Further, upon such transaction(s) attaining the
threshold of material related party transactions,

the Company had not obtained prior approval of
the shareholders as required under Regulation
23(4) of the Securities and Exchange Board
of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

Management Response

The Company had obtained prior approval of the
Audit Committee for related party transactions up
to the approved threshold. During the financial
year, the aggregate value of the transactions
exceeded the approved limit prior to obtaining the
enhanced approval of the Audit Committee due to
unexpected demand of recently innovated product
range. Thereafter, enhanced approval of the Audit
Committee was obtained. Subsequently, upon the
transactions crossing the materiality threshold
prescribed under the SEBI (LODR) Regulations,
2015, the matter was placed before the Board of
Directors and thereafter proposed for shareholders'
approval. However, the proposal was not approved
by the shareholders. Further, the Board of Directors,
at its meeting held on May 29, 2026, decided to
seek post facto approval of the shareholders for
such transactions . the Company received the
shareholders' post facto approval on July 3, 2026.

• Internal Auditors:

Pursuant to section 138 of Companies Act, 2013,
the Company appointed M/s KPMG assurance
and consulting services LLP, as an internal
auditor for the year under review in the Audit
Committee Meeting and Board Meeting held on
10 November 2025 for 3 financial years 2025-26
till 2027-28. The scope and fee of internal audit
was fixed by the Board on recommendation of
Audit Committee.

13. WHISTLE BLOWER & VIGIL MECHANISM
POLICY:

In compliance with the provisions of Section 177(9)
of the Companies Act, 2013, the Company has
established Whistle Blower and Vigil Mechanism
Policy for its directors and employees to report their
genuine concerns and also to deal with the instances
of fraud and mismanagements, if any. The details of
the Policy are explained in the Corporate Governance
Report and the policy is available on the website of the
Company
www.tastybite.co.in

The Company has implemented tighter internal
financial controls (IFC) for onboarding of vendors to
curb the conflicts.

The Company has received one whistle
blower complaint which has been duly
investigated and resolved.

14. AUDIT COMMITTEE:

In compliance with the provisions of Section 177 of
the Companies Act, 2013, and SEBI Regulations, the
Company has a duly constituted Audit Committee.
The composition and other relevant details of the Audit
Committee are given in the Corporate Governance
Report annexed herewith. All suggestions of Audit
Committee during the year were accepted by the Board.

15. PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS:

The Company has not provided any loans, guarantees
and investments covered under the provisions of
Section 186 of the Companies Act, 2013 during the
year under review.

16. SHARE CAPITAL:

The paid up equity share capital as on 31 March 2026
was INR 25,660,000. There was no public issue, right
issue, bonus issue or preferential issue, during the
financial year under review. The Company has not
issued shares with differential voting rights, sweat
equity shares neither has it granted any employee
stock options nor issued any convertible securities.

As on 31 March 2026 none of the Directors of the
Company held any shares of the Company.

17. SEGMENT WISE OR PRODUCT WISE
PERFORMANCE / NATURE OF BUSINESS:

The Company operates in one segment i.e. Prepared
Food consisting Ready-to-Eat products and
intermediate food products such as Prepared Meals,
Formed Frozen Foods and Sauces. There is no change
in nature of business of the Company.

18. THE CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO:

The Company has been making significant efforts to
ensure conservation of energy. The details of energy
conservation, technology absorption, research and
development and foreign exchange earnings and
outgo stipulated under Section 134(3)(m) of the Act
read with Rule 8 of the Companies (Accounts) Rules,
2014, are as per "
Annexure C"

19. RISK MANAGEMENT POLICY:

A well-defined risk management policy has been
adopted by the Company and same is available on

the website of the Company. Periodic assessment
and prioritization of risks that affect the business of
your Company is undertaken by the Board and its
Committee. Development and deployment of risk
mitigation plan to reduce vulnerability to prioritized
risks is in place.

The Board focuses on both the results and efforts
required to mitigate the risks, it has defined review
and monitoring mechanism wherein the functional
teams, the top management and the Board review the
progress of the mitigation plans.

Integration of Risk Management with strategic
business plan, annual operating plans, performance
management system and significant business
decisions has been done. The Board constantly scan
external environment for new and emerging risks.

Wherever, applicable and feasible the Board define the
risk appetite and install adequate internal controls to
ensure that the limits are adhered to.

Your Company has in place a Risk Management
Committee ("RMC") chaired by an Independent
Director, which assists the Board in monitoring and
overseeing implementation of the risk management
policy, including evaluating the adequacy of risk
management systems and such other functions as
mandated under the SEBI Listing Regulations and
as the Board may deem fit from time to time. The
composition, detailed terms of reference of the RMC
and attendance at its meetings are provided as part of
the Corporate Governance Report.

In compliance with the provisions of Section 134 of
the Companies Act, 2013, the Company has identified
the elements of the risks, industry specific and in
general as well, which in the opinion of the Board
may threaten the existence of the Company. The
Company has developed and implemented a 'Business
Contingency Plan' and an extensive 'Enterprise Risk
Management and Mitigation Plan'. The details of the
Business Contingency Plan and Risk Mitigation of the
Company are given in the Management Discussion
and Analysis, annexed to this Annual Report.

20. CORPORATE SOCIAL RESPONSIBILITY
(CSR) AND INITIATIVES:

The Company has a Policy and a Committee for
Corporate Social Responsibility in compliance with
the provisions of Companies Act, 2013. The details
about the Policy and the Committee are given in
Corporate Governance Report annexed to this
report. Annual Report on CSR activities is annexed as
"
Annexure D" As per the provisions of Section 135 of
the Companies Act, 2013, every Company falling under
the applicability of Corporate Social Responsibility
is required to spend 2% of its average net profits of
previous three years on the activities given under
Schedule VII of the Companies Act, 2013, and CSR
policy adopted by the Board of Directors. The details of
amount of expenditure during the year are as follows:

Particulars

Amount in
INR Million

a)

Gross amount required to
be spent by the Company
during the year

9.07

- Through Tasty Bite
Foundation

8.70

- Administrative expenses

0.37

b)

Unspent amount

Nil

During the year under review "Tasty Bite Foundation"
has been actively involved in CSR activities. The
Foundation has carried out CSR activities in
various fields such as education, agriculture and
rural development.

21. STANDALONE FINANCIAL STATEMENTS
AND POSITION OF SUBSIDIARIES,
ASSOCIATES AND JOINT VENTURES:

During the year under review, the Company
neither had a subsidiary company nor a joint
venture company. Hence, comments and details on
preparation of financials on standalone basis or report
on the performance of subsidiary company or a joint
venture company are not required to be offered.

22. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF
THE COMPANY:

There were no material changes and commitments
affecting the financial position of the Company that
have occurred between the end of the financial year
on 31 March 2026 to which the financial statements
relate and the date of this report.

23. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with
related parties in Form AOC - 2 under Section 134(3)
(h) of the Act and rules framed thereunder are annexed
herewith as "
Annexure E". The Board hereby informs
that all the related party transactions are carried out in
the ordinary course of business and on arm's length
basis. Further, the Company has duly complied with the
Indian Accounting Standard 24 related to transactions
with related parties of the Company. The Company has
adopted/ amended policy on Related Party T ransactions
pursuant to the recent amendments under the SEBI
Listing Regulations regarding framework for related
party transactions and same is posted on website of the
Company
www.tastybite.co.in.

Pursuant to Regulation 23(9) of the SEBI Listing
Regulations, your Company has filed the reports on
related party transactions with the Stock Exchanges.

24. SIGNIFICANT/ MATERIAL ORDERS PASSED
BY COURTS/ REGULATORS IMPACTING
GOING CONCERN STATUS OF THE
COMPANY:

There are no significant or material orders or awards
passed by the Courts or any other Regulators or
Tribunals relating to Companies Act, 2013, or SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, which would affect the going
concern status and Company's future operations.

25. APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL:

1. The ratio of remuneration of each Director to the median employees' remuneration as per Section 197(12) of the
Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
as amended for the financial year 2025-26:

Name of Director

Remuneration of
Director* (1)

Median

remuneration of
employees (2)

Ratio (3) = (1)
/ (2)

Ms. Rama Kannan

2.17

0.9

2.41

Mr. Pradeep Poddar

6.64

0.9

7.38

Mr. Rahul Bhatnagar

2.67

0.9

2.97

Mr. Shashank Shekhar

13.48

0.9

14.98

Mr. Dilen Bharat Gandhi

53.16

0.9

59.07

2. The percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary or
Manager, if any, in the financial year;

Name of Director

Designation

Remuneration
in FY 2024-25

Remuneration
in FY 2025-26

Increase (in %)

Mr. Pradeep Poddar

Non-Executive
Independent Director and
Chairman of the Board

6.14

6.64

8.2%

Mr. Dilen Gandhi

Executive Director

45.07

53.16

17.8%

Mr. Shashank Shekhar

Executive Director

2.56

13.48

NA as not paid
for entire year

Mr. Rahul Bhatnagar

Non-Executive -
Independent Director

0.51

2.67

NA as not paid
for entire year

Mr. Naresh Kumar Chitlangia

CFO

13.45

22.63

NA as not paid
for entire year

Mr. Vimal Tank

Company Secretary

3.33

3.69

10.8%

Ms. Rama Kannan

Non-Executive -
Independent Director

1.54

2.17

40.9%

3. Number of permanent employees are 281 on the role of company as on 31 March 2026.

4. The remuneration paid to the employees is in affirmation with Remuneration & Evaluation Policy of the Company.

5. Average percentile increase in salaries of employees other than the managerial personnel in the financial year
2026 was 11 %. Percentage increase in the managerial remuneration in 2026 was 9%.

6. The Company has a variable pay compensation structure for Managing Director/CFO/CS and SMP basis
achievement of targets. The Company further confirms that remuneration paid to employees is in line with its
Remuneration Policy.

7. Statement containing the particulars of top ten employees and the employees drawing remuneration in excess
of limits prescribed under Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is an annexure forming part of this Report. In terms of
the proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Members excluding the
aforesaid annexure. The said statement is also available for inspection with the Company. Any Member interested
in obtaining a copy of the same may write to the Company Secretary at
secretarialQtastybite.com

26. INVESTMENTS IN ITS OWN SHARES BY
COMPANY, ITS SUBSIDIARIES, ASSOCIATES
ETC:

The Company during the year under review has not
made investments in its own shares, its subsidiaries or
associate companies.

27. PECUNIARY RELATIONSHIP OR
TRANSACTIONS OF THE NON-EXECUTIVE
DIRECTORS:

During the year under review, there was no
pecuniary relationship or pecuniary transactions
between the Company and its non - executive
directors. Independent directors received sitting
fees as mentioned in this report. Chairman received
remuneration as mentioned above.

28. INTERNAL COMPLAINTS COMMITTEE
UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:

According to the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013, your Company has in place
a Policy on Prevention, Prohibition & Redressal of
Sexual Harassment of Women at Workplace and
has a robust mechanism to redress the complaints
reported thereunder. An Internal Committee has been
constituted, which comprises of internal members
who have experience in the subject field. The
Committee's mandate is to bring awareness about
ensuring safe workplace for women; receive and take
appropriate decision on complaints, if any.

Details of complaints received and redressed during
financial year 2025 - 26 are as follows:

A.

Number of complaints of
sexual harassment received in
the year;

Nil

B.

Number of complaints
disposed off during the year;

Nil

C.

Number of cases pending for
more than ninety days

Nil

Your Company is committed to provide and promote
safe and healthy environment to all its employees
without any discrimination. Your Company on a
regular basis sensitizes its employees on prevention
of sexual harassment through various workshops,
awareness programmes.

It may be mentioned here that the Company has
Zero tolerance towards any action on the part of
any executive / staff which may fall under the ambit
of 'Sexual Harassment' at workplace, and is fully
committed to uphold and maintain the dignity of
every woman working in the Company.

N il complaints were received by the ICC during the year.

29. CYBER SECURITY:

Organisations embraced certain practices, including
social distancing, remote working and all these, in turn,
leading to significant dependence on and increased
usage of digital technologies. We have implemented
advanced security controls, technologies, processes
and practices designed to protect networks, computers
and data from attack, damage or unauthorized access
and threat analytics by leveraging industry leading
technologies to help and mitigate internal and
external threats to the Company. Our Cyber Security
Policy ensures that our people are aware of the best
practices to be followed in order to ensure that
Company's data and infrastructure do not become
vulnerable to external threats. We ensure our IT Team
is up to speed by providing them with avenues for
continuous learning and making internal training
forums available as well as courses through external
academic institutions, to keep them enriched and in
turn, help protect the Company from cyber-threats on
a day-to-day basis.

30. HUMAN RESOURCES

The Company aims to align HR practices with business
goals, increase productivity of Human resources by
enhancing knowledge, skills and to provide a conducive
work environment to develop a sense of ownership

amongst employees. Productive high performing
employees are vital to the Company's success. The
contribution and commitment of the employees
towards the performance of the Company during
the year were valued and appreciated. The Company
recruited employees during the year for various
positions and promoted employees to take up higher
responsibilities. Apart from fixed salaries, perquisites and
benefits, the Company also has in place performance-
linked incentives which reward outstanding performers,
who meet certain performance targets. In pursuance of
the Company's commitment to develop and retain the
best available talent, the Company had organised and
sponsored various training programmes / seminars
/ conferences for upgrading skill and knowledge of its
employees in different operational areas.

Employee relations remained cordial, and the work
atmosphere remained congenial during the year.

31. DISCLOSURE REQUIREMENTS:

As per SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015, the Corporate
Governance Report with the Auditors' Certificate
thereon, and the Management Discussion and
Analysis are attached, which forms part of this report.

• The Company has devised proper systems
to ensure compliance with the provisions
of all applicable Secretarial Standards issued
by the Institute of Company Secretaries of
India and that such systems are adequate and
operating effectively.

• No shares with differential voting rights and
sweat equity shares have been issued.

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

• Your Company maintained healthy, cordial and
harmonious industrial relations at all levels.
Despite severe competition, the enthusiasm and
the unstinting efforts of the employees have
enabled the Company to remain at the forefront
of the industry.

Other Disclosures

• The Company has not made any application
under the Insolvency and Bankruptcy Code,
2016 nor any application is pending against the
Company under the said Code.

• The Company has not done any one-time
settlement with any Bank or Financial Institution
during the year and hence declaration under the
said clause is not applicable.

• The Company is not required to maintain Cost
Records as specified under section 148(1) of the
Act by the Central Government.

32. INTERNAL FINANCIAL CONTROL:

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

33. APPRECIATIONS AND ACKNOWLEDGEMENT:

The Directors acknowledge with gratitude the valuable
advice, guidance and support received from all the
Bankers of the Company. The Directors also place on
record their sincere thanks to the Company's clientele,
investors and members for their patronage. The
Directors express their appreciation for the dedicated
services of the employees and their contribution to
the growth of the Company.

The Directors also thank the Securities and Exchange
Board of India (SEBI); Stock Exchanges; Depositories;
Ministry of Corporate Affairs (MCA); Government(s)
local/statutory authorities; Registrar and Share
Transfer agent and the Auditors of the Company for
their guidance and continued support.

The Directors place on record their deep appreciation
of the valuable contribution of the members of the staff
at all levels for the progress of the Company during the
year and look forward to their continued cooperation
in realization of the corporate goals in the years ahead.

Your Company continued to receive co-operation
and support from the distributors, retailers, stockist,
suppliers and others associated with your Company
as its trading and value chain partners. Your directors
wish to place on record their appreciation for the same
and your Company will continue in its endeavour to
build and nurture strong links with trade, based on
mutuality, fairness, respect and co-operation with
each other and consistent with consumer interest.

By Order of the Board of Directors
For
Tasty Bite Eatables Limited

Rahul Bhatnagar

Date: 17 July 2026 Chairman

Place: Pune DIN: 07268064