Your Directors are pleased to present the 41^st 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:

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 Company's
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 Company's 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 41^st 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
catering to the growing demand for convenience foods,
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 Company's
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
shareholder's 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 re¬
appointment 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 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. 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
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, 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 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.

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 38^th
Annual General Meeting, to hold office until the
conclusion of the 43^rd 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
41^st 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 41^st Annual
General Meeting to the 46^th Annual General
Meeting subject to approval of Shareholders by
way of Ordinary resolution as proposed in the
Notice of 41^st 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 Company's Act, 2013. of the
Companies Act, 2013 from M/s. Kalyaniwalla &
Mistry LLP, Statutory Auditors.

The Auditor's 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 auditor's
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.

Based on the Audit Committee recommendations,
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 41^st Annual General
Meeting to the 46^th Annual General Meeting
subject to approval of Shareholders by way of
Ordinary resolution as proposed in the Notice of
41^st 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:

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:

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 2025 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 2024-25:

* Remuneration to Directors includes sitting fees.

2. The percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary or
Manager, if any, in the financial 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
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 2024 - 25 are as follows:

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
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.

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
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
Tasty Bite Eatables Limited

Pradeep Poddar

Date: 27 May 2025 Chairman

Place: Pune DIN: 00025199