Tasty Bite Eatables Ltd Directors Report

To

The Members,

Your Directors are pleased to present the 41st Annual Report Tasty Bite Eatables Limited ("the Company") together with Audited Financial Statement of accounts for the year ended 31 March 2025.

1. KEY FINANCIAL HIGHLIGHTS:

(INR in Million)

Particulars	FY 2024-25	FY 2023-24
Revenue from operations	5,544.05	5,403.20
Other income	186.10	178.76
Total income	5,730.15	5,581.96
EBITDA	703.67	921.08
Profit after tax	256.08	415.17
Earnings per share (INR / share - basic and diluted)	99.80	161.80
Net fixed assets including intangible assets	1,800.70	1,946.92
Long term borrowings (excluding current portion)	195.78	260.44
Profit transferred to Balance Sheet	256.08	415.17
Other comprehensive income / (loss) transferred to Balance Sheet	(3.56)	20.77

2. FINANCIAL PERFORMANCE & OPERATIONS:

Despite the challenges faced by the Company in Q1 of FY 25 the company bounce back and recorded a growth of 2.7% over the previous year. The Companys revenues stood at INR 5,730.15 million for the year under review, against INR 5,581.96 million in the previous financial year. The Companys performance for the year under review has been stable. The Exports led Consumer Business declined by 2.8% YoY with sales of INR 3,827.58 million against INR 3,938.40 million in the previous year while the Tasty Bite Food Service (TFS) business grew 15.6% with sales of INR 1,657.79 against INR 1,434.67 million in the previous year.

3. DIVIDEND:

Considering the performance of your Company during the financial year 2024-25, 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 27 May 2025, recommended a final dividend of INR 2.00/- (Rupees Two only) per equity share, subject to the approval of shareholders at the ensuing 41st Annual General Meeting of the Company. The total dividend payout for FY 2024-25 on equity shares would involve a cash outgo of INR 5.13 million. Dividend will be paid on the basis of particulars of beneficial ownership furnished by Depositories as on the closing hours of business on 01 August 2025. 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 has decided to retain entire amount of profits for the financial year 2024-25 and does not propose any amount to be transferred to the General Reserves of the Company.

5. RESEARCH AND DEVELOPMENT:

Tasty Bite Research Centre (TBRC) located within the factory campus continued to build on its mission to be a centre of excellence in product, process and ingredient innovation. During the course of the year, development of new ready-to-eat meal options cateringtothegrowingdemandforconveniencefoods, reformulation of existing products to meet changing dietary preferences and regulations around food safety and labelling, collaboration with local farmers and suppliers to source sustainable and ethically produced ingredients, exploration of new cuisines and flavours to provide a diverse range of options for our consumers were few achievements of TBRC.

Moving forward, TBRC aims to continue its focus on innovation and sustainability, ensuring that the

Company remains at the forefront of the food industry. By investing in research and development, we are confident that we can meet the ever-changing needs and preferences of our consumers while maintaining our commitment to quality 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 2024-25 or the previous financial year. Your Company did not accept any deposits during FY 2024-25.

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:

Appointment of CFO and KMP:

Mr. Naresh Kumar Chitlangia was appointed as the Chief Financial Officer (CFO) and designated as Key Managerial Personnel (KMP) of the Company with effect from 02 December 2024. His appointment was approved by the Board of Directors upon the recommendation of the Nomination and Remuneration Committee.

Resignation of CFO and KMP:

Mr. Pradip Chaudhari had resigned from the position of Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company with effect from the close of business hours on 01 December, 2024. However, he had continued to support the Company in the capacity of Business Finance Controller and had remained committed to contributing to the Companys objectives and strategic financial initiatives.

Cessation of Directorship

Mr. Kavas Patel (DIN: 00002634) ceased to be an Independent Director of the Company upon the completion of his second term of five (5) consecutive years, in accordance with the provisions of Section 149(10) of the Companies Act, 2013. His tenure ended at the close of business hours on 09 September 2024.

Mr. Rajendra Amrutrao Jadhav (DIN: 09678322) ceased to be the Whole Time Director of the Company with effect from the close of business hours on 11 May 2024, upon his retirement.

Resignation of Directors:

Ms. Emmanuelle Celia Orth resigned from the position of Non-Executive Director, with effect from the close of business hours on 14 June 2024.

Mr. Chengappa Ganapati (DIN: 06771287) resigned from the position of Non-Executive Independent Director, with effect from the close of business hours on 18 December 2024

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 shareholders meeting:

The designation of Mr. Matthew James Page was appointed as an additional director on 25 September 2024 and further regularised as to Non-Executive, Non-Independent Director, effective 27 October 2024, through a resolution passed by postal ballot.

Mr. Shashank Shekhar was appointed as an additional director, designated as Whole Time Director with effect from 8 February 2025 Subsequently, based on the approval received through a resolution passed by postal ballot, he has been appointed as a Whole Time Director of the Company.

Mr. Rahul Bhatnagar was appointed as an additional director, designated as Independent Director with effect from 17 January 2025 for period of 3 years, Further, based on the approval of shareholders through a resolution passed by postal ballot, he has been appointed as a Director and designated as an Independent Director of the Company.

Director Retiring by Rotation:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sukhdev David Dusangh (DIN: 08944427), Director (Non-Executive and Non-Independent), is liable to retire by rotation and, being eligible, has offered himself for re-appointment. The proposal seeking shareholders approval for his reappointment forms part of the Notice of the Annual General Meeting and has been approved by the Board based on the recommendation of the Nomination and Remuneration Committee.

Independent Directors:

Mr. Pradeep Poddar (Chairman), Mr. Rahul Bhatnagar, and Ms. Rama Kannan continue to serve as Independent Directors on the Board. 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 Directors Appointment and Remuneration:

The Policy of the Company on Directors 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. Sharad Nawani has resigned from his role as Site Director and Plant Head. He will be transitioning to a new position as the E2E Supply Director within the One Mars family for Mars Pet Nutrition India.

Mr. Sharad Nawani resigned from his position as Site Director and Plant Head with effect from the close of business hours on 01 December

2024. Subsequently, Mr. Shashank Shekhar was appointed as Senior Director – Supply, effective 02 December 2024.

Additionally, Mr. Sandeep Shah is appointed as Director - Corporate Affairs with effect from 16 April 2024.

Furthermore, Ms. Vidhu Arora was appointed as the Chief Human Resource Officer with effect from 15 July 2024.

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 governancereport.Also,theBoardisoftheopinion 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 Companys 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, Five (5) board meetings held during the financial year ended 31 March 2025. These were held on 17 May 2024,

07 August 2024, 14 November 2024, 17 January 2025 and 07 February 2025. 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.

8. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Act, the draft annual return for FY 2024-25 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.

9. DIRECTORS RESPONSIBILITY STATEMENT:

Directors confirm that:

(a) in the preparation of the annual accounts for the year ended 31 March 2025, 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 Companys 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

12. AUDITORS:

Statutory Auditors:

M/s B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022), Pune, were appointed as the Statutory Auditors of the Company for a term of five years at the 38th Annual General Meeting, to hold office until the conclusion of the 43rd Annual General Meeting.

However, M/s B S R & Co. LLP, vide their letter dated 29 July 2024, tendered their resignation as Statutory Auditors of the Company, citing their voluntary policy decision to refrain from providing audit services to entities regulated by the National Financial Reporting Authority (NFRA) where they also provide non-assurance services. The Company acknowledges their professional conduct and expresses appreciation for their services during their tenure.

As per the requirements under Clause 6(A) and 6(B) of the SEBI Circular No. CIR/CFD/ CMD/1/114/2019 dated 18 October, 2019, the outgoing auditors submitted the limited review report for the quarter ended 30 June, 2024.

Subsequently, based on the recommendations of the Audit Committee, the Board of Directors at their meeting held on 07 August 2024, approved the appointment of M/s Kalyaniwalla & Mistry LLP, Chartered Accountants (Firm Registration No. 104607W/W100166), as the Statutory Auditors of the Company until the conclusion of the 41st Annual General Meeting to be held for the financial year 2024–25.

Further, it is proposed to appoint M/s Kalyaniwalla

& Mistry LLP, as the Statutory Auditors of the Company for a term of 5 years to conduct the Statutory Audit, commencing from the 41st Annual General Meeting to the 46th Annual General Meeting subject to approval of Shareholders by way of Ordinary resolution as proposed in the Notice of 41st Annual General Meeting.

M/s Kalyaniwalla & Mistry LLP have confirmed that their proposed appointment is within the limits prescribed under Section 144 of the Companies Act, 2013. They have further confirmed that they are not disqualified to be appointed as Statutory Auditors in terms of the proviso to Section 139(1), Section 141(2), Section 141(3), and other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.

The Company has received eligibility and willingness for appointment as prescribed under Section 139 (1) of Companys Act, 2013. of the Companies Act, 2013 from M/s. Kalyaniwalla & Mistry LLP, Statutory Auditors.

The Auditors Report on the financial statements of the Company for the financial year ended 31 March, 2025 forms part of the Annual Report. The said report was issued by the Statutory Auditors with an unmodified opinion and does not contain any qualifications, reservations or adverse remarks.

Statutory Auditors in their independent auditors report have reported Revenue Recognition and Accuracy and Valuation of Inventories as key audit matters. This matter was addressed by auditor in context of audit of the financial statements as a whole which was most significant during the course of audit for the year under review.

Internal Auditors:

Pursuant to section 138 of Companies Act, 2013, the Company appointed M/s Ernst & Young, as an internal auditor for the year under review in the Audit Committee Meeting and Board Meeting held on 20 October 2022 for 3 financial years 2022-23 till 2024-25. The scope and fee of internal audit was fixed by the Board on recommendation of Audit Committee.

Secretarial Auditor:

Pursuant to section 204 of the Companies Act, 2013, the Company appointed M/s Vineet Pareek

& Associates, Practicing Company Secretaries, Pune as Secretarial Auditor. The Secretarial Audit Report is in "Annexure B" of this report.

The Secretarial Audit Report contains an observation that the Company has not complied with the requirements of Regulation 26A(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which mandates that any vacancy in the office of the Chief Financial Officer (CFO) shall be filled within a period of three months from the date of such vacancy.

Managements Response-

The Company acknowledges the observation regarding the delay in appointing a Chief Financial Officer within the stipulated timeline prescribed under Regulation 26A(2) of SEBI (LODR) Regulations, 2015.

We have since rectified this matter by appointing a qualified CFO in compliance with regulatory requirements. The Board has instituted robust internal controls to prevent any recurrence of such delays and will continue to prioritize timely fulfilment of all regulatory obligations.

BasedontheAuditCommitteerecommendations, Board has approved the appointment of M/s Pareek V. R. & Associates,, Practicing Company Secretaries, Pune as Secretarial Auditor for financial year 2024-25.

Pursuant to regulation 24A of SEBI Listing Regulations it is proposed to appoint M/s Pareek V. R. & Associates, Practicing Company Secretary, Pune (Firm Reg. No. S2017MH498500), as the Secretarial Auditors of the Company for a term of 5 years to conduct the annual secretarial audit, commencing from the 41st Annual General Meeting to the 46th Annual General Meeting subject to approval of Shareholders by way of Ordinary resolution as proposed in the Notice of 41st Annual General Meeting.

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.

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:

Details of the loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 provided in note 8 of notes to the financial statement of the Company and Annexure ‘A of the Statutory Auditor Report. The loans, guarantees and investments made by the Company is within limits as prescribed under section 186 of the Companies Act, 2013.

16. SHARE CAPITAL:

The paid up equity share capital as on 31 March 2025 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 2025 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 under taken by the Board and its Committee. Development and deployment of risk mitigation plans 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:

Amount in INR Particulars Million a) Gross amount required to be 7.80 spent by the Company during the year

- Through Tasty Bite 6.98 Foundation

- Administrative expenses 0.38

- Set off against excess 0.45 surplus of previous Financial Year 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. Some of the activities undertaken are as follows:

Programme	Projects
1. Accelerating	• NRM Intervention
sustainable & inclusive rural development with Krishi Vigyan Kendra (KVK)	• Crop production Intervention
	• Livestock intervention
2. Catalyst for sustainable development in rural education and livelihood training with American India Foundation (AIF)	Sustainable Livelihoods through Multi
	Skills Training & Entrepreneurship 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 THE COMPANY:

There were no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year on 31 March 2025 to which the financial statements relate and the date of this report.

23. PARTICULARS OF CONTRACTS 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 the ordinary course of business and on arms length basis. Further, the Company has duly complied with Indian Accounting Standard 24 related to transactions with related parties of the Company. The Company adopted/ amended policy on Related Party Transactions pursuant to the recent amendments under the SEBI

Listing Regulations regarding framework for related party transactions and same is posted on website of 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 Companys 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 2024-25:

Name of Director	Remuneration of Director* (1)	Median remuneration of employees (2)	Ratio (3) = (1) / (2)
Ms. Rama Kannan	1.54	Nil	NA
Dr. Chengappa Ganapati	1.13	Nil	NA
Mr. Pradeep Poddar	6.14	0.82	7.49
Mr. Rahul Bhatnagar (w.e.f. 17 January 2025)	0.51	0.82	0.62
Mr. Shashank Shekhar (w.e.f. 08 February 2025)	2.56	0.82	3.12
Mr Rajendra Jadhav (till 11 May 2024)	9.69	0.82	11.82
Mr. Kavas Patel	0.77	0.82	0.94
Mr. Dilen Bharat Gandhi	45.07	0.82	54.97

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 2023-24	Remuneration in FY 2024-25	Increase (in %)
Mr. Pradeep Poddar	Chairman and Independent Director	5.85	6.14	5%
Mr. Dilen Gandhi	Managing Director	40.99	45.07	NA, as not paid for entire year
Mr. Shashank Shekhar (w.e.f 08 February 2025)	Whole Time Director	NA	2.56	NA, as not paid for last year
Mr. Rahul Bhatnagar (w.e.f 17 January 2025)	Non-Executive Independent Director	NA	0.51	NA, as not paid for last year
Mr. Rajendra Jadhav (till 11 May 2024)	Whole Time Director	10.21	9.69	NA, as not paid for last year
Mr. Naresh Kumar Chitlangia (w.e.f 02 December 2024)	CFO	NA	13.45	NA, as not paid for last year
Mr. Pradip Choudhari (till 01 December 2024)	CFO	NA	2.80	NA, as not paid for entire year
Mr. Vimal Tank (w.e.f 31 August 2023)	Company Secretary	1.78	3.33	NA, as not paid for entire year

3. Number of permanent employees are 280 on the role of company as on 31 March 2025.

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 2025 was 12 %. Percentile increase in the managerial remuneration in 2025 was 10%.

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 secretarial@tastybite.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 Committees 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 2024 - 25 are as follows:

A. Number of complaints of sexual harassment received in the year;	-
B. Number of complaints disposed off during the year;	-
C. Number of cases pending for more than ninety days	-

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.

Nil 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 Companys 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 Companys 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 Companys 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.

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

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.

32. INTERNAL FINANCIAL CONTROL:

Your Company has established adequate internal financial controls for ensuring orderly and efficient conduct of its business, including adherence to Companys 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 Companys 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
	Tasty Bite Eatables Limited
	Pradeep Poddar
Date: 27 May 2025	Chairman
Place: Pune	DIN: 00025199