Directors Report of Tasty Bite Eatables Ltd.

Mar 31, 2024

Your Directors are pleased to present the 40^th Annual Report of Tasty Bite Eatables Limited ("the Company”) together with Audited Financial Statement of accounts for the year ended 31 March 2024.

1. KEY FINANCIAL HIGHLIGHTS:

The Company''s Financial Summary and highlights are summarised below:

Particulars	FY 2023-24	FY 2022-23
Revenue from operations	5,403.20	4,756.63
Other income	178.76	137.66
Total income	5,581.96	4,894.29
EBITDA	921.08	777.33
Profit after tax	415.17	302.10
Earnings per share (INR / share - basic and diluted)	161.80	117.73
Net fixed assets including intangible assets	1,946.92	1,558.99
Long term borrowings (excluding current portion)	260.44	333.57
Profit transferred to Balance Sheet	415.17	302.10
Other comprehensive income / (loss) transferred to Balance Sheet	20.77	(36.39)

2. FINANCIAL PERFORMANCE & OPERATIONS:

Despite the challenges faced by your Company on domestic and global front it grew by 14% from previous year. The Company''s performance for the year under review has been better. Your company earned revenue of INR 5,581.96 million during the year as compared to INR 4,894.29 million in the previous financial year. The Exports led Consumer Business grew by 18.3% YoY with sales of INR 3,938.40 against INR 3,329.92 million in the previous year while the Tasty Bite Food Service (TFS) business grew 3.5% sales of INR 1,434.67 against INR 1,385.66 million in the previous year. Your company reported Profit after tax of INR 415.17 million for the financial year ended 2024 against INR 302.10 million in previous financial year 2023. Profit after tax for financial year 2024 is 7.4% against 6.2% in financial year 2023.

Despite the ongoing challenges in the food industry your company has performed well. Our ability to adapt to the changing landscape, innovate in our processes, and prioritize customer satisfaction has enabled us to thrive in a competitive market. By consistently delivering high-quality products and services, we have solidified our position in the industry. Our performance is a testament to our dedication to excellence and our commitment to providing value to our customers.

3. DIVIDEND:

Considering the performance of your Company during the financial year 2023-24, 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 17 May 2024, recommended a final dividend of INR 2.00/- (Rupees Two only) per equity share, subject to the approval of shareholders at the ensuing 40^th Annual General Meeting of the Company. The total dividend payout for FY 2023-24 on equity shares would involve a cash outgo of INR 5.13 million. Upon declaration by the Members at the ensuing 40^th Annual General Meeting, dividend shall be paid to those members, whose names appear on the Register of Members of the Company after effecting all valid share transfers in physical form lodged with the Company or its Registrar & Transfer Agents on or before 01 August 2024. In respect of shares held in dematerialized form, 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 2024.

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.tastvbite. co.in/corporate

4. TRANSFER TO RESERVES:

The Board of Directors has decided to retain entire amount of profits for the financial year 2023-24 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.

The Department of Science & Industrial Research (DSIR) of the Union Ministry of Science & Technology accreditation to TBRC is valid till March 2025. New products developed at TBRC in the last 1 year contributed 16% of the Company''s revenues.

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 2023-24 or the previous financial year. Your Company did not accept any deposits during FY 2023-24.

7. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL'':

During the year under review, Mr. Dilen Gandhi was appointed as Managing Director (Key Managerial Personnel) of the Company w.e.f. 01 September 2023. The Board of Directors on recommendation of the Nomination and Remuneration committee appointed Mr. Dilen Gandhi as Managing Director of the Company. Approval of members, as per requirement of Listing Regulations, was obtained by way of Postal Ballot for appointment of Mr. Dilen Gandhi as Managing Director of the Company on 27 November 2023.

In accordance with the Companies Act, 2013 and Articles of Association of the Company, Mr. Sukhdev David Dusangh (DIN: 08944427), Director (Non-Executive and Non-Independent) of the Company, retires by rotation and being eligible, offer himself for re-appointment. The proposal seeking Shareholders'' approval for his re-appointment forms part of the Notice, which is also approved by the Board on the recommendation of the Nomination and Remuneration Committee.

Mr. Pradeep Poddar (Chairman), Mr. Kavas Patel, Ms. Rama Kannan and Dr. Chengappa Ganapati continue to act as Independent Directors on Board of the Company. All Independent Directors have provided declaration stating their independence under the provisions of section 149(6) of Companies Act, 2013 along with Rules framed thereunder and Regulation 16(1) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 stating their independence pursuant to provisions of section 149 of Companies Act, 2013 ("Act”) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR”). Mr. Kavas Patel will complete his second term as Independent Director on 09 September 2024.

Further, the Independent Directors have also confirmed that there has been no change in the circumstances affecting their status as Independent Directors of the Company. The said Certificates(s) were taken on record by Board after their requisite assessments.

• 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. tastvbite.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.

• Key Managerial Personnel

During the year under review Ms. Minal Talwar resigned as Company Secretary and Compliance Officer of the Company from closing hours of 19 July 2023. Mr. Vimal Tank has been appointed

as Company Secretary and Compliance Officer of the Company w.e.f. 31 August 2023.

Further, Mr. Milin Bande, Chief Financial Officer of the Company resigned from closing hours of 15 February 2024.

Mr. Rajendra Jadhav, Whole Time Director and GM - Works of the Company retired (superannuation) from closing hours of 11 May 2024 and Mr. Pradip Chaudhari has been appointed as Chief Financial Officer of the Company w.e.f. 17 May 2024.

The Board places on record its appreciation for the outgoing Directors'' invaluable contribution and guidance during their respective tenure.

• Senior Management Personnel

During the year under review, Ms. Anila Thomas, People and Organisation Director of the Company resigned from closing hours of 15 February 2024 and Mr. Sandeep Shah has been appointed as Director - Corporate Affairs w.e.f. 16 April 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.tastvbite.co.in

In terms of the applicable provisions of the Act read with the rules framed thereunder and the 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 2024. These were held on 18 May 2023, 08 August 2023, 31 August 2023, 08 November 2023 and 13 February 2024. 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 2023-24 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:

Pursuant to section 134 of the Companies Act, the Board of Directors confirm that:

(a) in the preparation of the annual accounts for the year ended 31 March 2024, 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 Statutory Auditors of the Company 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:

As per section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Members of the Company in 38^th Annual General Meeting approved the appointment of M/s B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022), Pune, as the statutory auditors of the Company for a period of 5 years and they hold office up to the 43^rd Annual General Meeting of the Company.

The Report given by M/s B S R & Co. LLP, Statutory Auditor on the financial statements of the Company for the financial year ended March 31, 2024 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.

• 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, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s Pareek V. R. & Associates, Practicing Company Secretaries, Pune as Secretarial Auditor for the FY 2023-24.

The Secretarial Audit Report is in “Annexure B" of this report. and does not contain any qualification, reservation or adverse remark.

During the year under review, the Secretarial Auditor has not reported any fraud under Section 143(12) of the Act

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.tastvbite.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 are 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 2024 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 2024 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 oi section 134 oi the Companies Act, 2013, the Company has identified the elements oi the risks, industry specific and in general as well, which in the opinion oi the Board may threaten the existence oi the Company. The Company has developed and implemented a ''Business Contingency Plan'' and an extensive ''Enterprise Risk Management and Mitigation Plan''. The details oi the Business Contingency Plan and Risk Mitigation oi 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 ior Corporate Social Responsibility in compliance with the provisions oi 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 oi Section 135 oi the Companies Act, 2013, every Company ialling under the applicability oi Corporate Social Responsibility is required to spend 2% oi its average net proiits oi previous three years on the activities given under Schedule Vii oi the Companies Act, 2013, and CSR policy adopted by the Board oi Directors. The Company has spent total amount oi iNR 8.00 million during financial year 2023-24. The details oi amount oi expenditure during the year are as follows:

Particulars		Amount in INR Million
a)	Gross amount required to be	7.55
	spent by the Company during
	the year
b)	Amount spent during the year	8.00
c)	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 iields such as education, agriculture and rural development. Some oi the activities undertaken are as iollows:

Programme	Projects
1. Accelerating	• NRM intervention
sustainable &	• Crop
inclusive rural development with Krishi Vigyan Kendra (KVK)	production intervention • Livestock intervention

Programme	Projects
2. Catalyst ior	Sustainable
sustainable	Livelihoods through Multi
development in	Skills Training &
rural education and	Entrepreneurship
livelihood training	Development
with American india
Foundation (AiF)

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 oi iinancials on standalone basis or report on the periormance oi subsidiary company or a joint venture company are not required to be oiiered.

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

There were no material changes and commitments aiiecting the iinancial position oi the Company that have occurred between the end oi the iinancial year on 31 March 2024 to which the iinancial statements relate and the date oi this report.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars oi contracts or arrangements with related parties in Form AOC - 2 under Section 134(3)(h) oi the Act and rules iramed thereunder are annexed herewith as “Annexure E". The Board hereby iniorms that all the related party transactions are carried out in the ordinary course oi 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 oi the Company. The Company has adopted/ amended policy on Related Party Transactions pursuant to the recent amendments under the SEBi Listing Regulations regarding iramework ior related party transactions and same is posted on website oi the Company www. tastybite.co.in.

Pursuant to Regulation 23(9) oi the SEBi Listing Regulations, your Company has iiled 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 2023-24:

Name of Director	Remuneration of Director* (1)	Median remuneration of employees (2)	Ratio (3) = (1) / (2)
Mr. Pradeep Poddar	5.85	0.85	6.88
Mr. Rajendra Jadhav	10.21	0.85	12.01
Mr. Kavas Patel	1.62	Nil	NA
Ms. Rama Kannan	1.62	Nil	NA
Dr. Chengappa Ganapati	1.62	Nil	NA
Mr. Sukhdev David Dusangh	NA	Nil	NA
Ms. Emmanuelle Orth	NA	Nil	NA
Mr. Dilen Gandhi**	40.99	0.85	48.22

* Remuneration to Directors includes sitting fees.

**Mr. Dilen Gandhi, appointed as Managing Director w.e.f. 01 September 2023.

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 2022-23	Remuneration in FY 2023-24	Increase (in %)
Mr. Pradeep Poddar	Non-Executive Independent Director and Chairman of the Board	1.50	5.85	NA as not paid for entire previous year as Chairman
Mr. Rajendra Jadhav	Whole Time Director	6.54	10.21	NA as not paid in previous year as WTD
Mr. Dilen Gandhi (w.e.f. 01 September 2023)	Managing Director	NA	40.99	NA as not paid for entire year.
Ms. Minal Talwar (till 19 July 2023)	Company Secretary	2.50	1.85	NA as not paid for entire year.
Mr. Milin Bande (till 15 February 2024)	CFO	3.71	12.64	NA as not paid for entire year as CFO
Mr. Vimal Tank (w.e.f. 31 August 2023)	Company Secretary	NA	1.78	NA as not paid for entire year.
Mr. Gaurav Gupta (till 12 August 2022)	Whole Time Director	6.16	NA	NA as not paid for entire year as WTD

3. Number of permanent employees are 265 on the role of company as on 31 March 2024.

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 2024 was 9.68%. Percentile increase in the managerial remuneration in 2024 was 4%.

6. The Company has a variable pay compensation structure only for Managing Director and Site Director & Plant Head basis achievement of targets. No other employee has variable pay component structure. 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 [e-mail].

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.

The Committee as on 31 March 2024 consist:

1. Ms. Dr. Vykundeshwari Ganesan - Presiding Officer

2. Mr. Piyush Kumar - Member

3. Ms. Najama Tamboli - Member

4. Mr. Puneet Songar - External Member

5. Ms. Nirmala Lagad - Member

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.

The Board of Directors in its meeting held on 17th May, 2024 has appointed Mr. Sandeep Shah as Member of Internal Complain Committee.

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.

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. 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: 17 May 2024 Chairman

Place: Pune DIN: 00025199

---

Mar 31, 2023

The directors are pleased to present the 39^th annual report together with audited statement of accounts for the year ended 31 March 2023.

1. KEY FINANCIAL HIGHLIGHTS:

INR in Million
Particulars	FY 2022-23	FY 2021-22
Revenue from operations	4,756.63	3,720.91
Other income	137.66	134.69
Total income	4,894.29	3,855.60
EBITDA	777.33	470.46
Profit after tax	302.10	103.28
Earnings per share (INR / share - basic and diluted)	117.73	40.25
Net fixed assets including intangible assets	1,558.99	1,300.50
Long term borrowings (excluding current portion)	333.57	435.57
Profit transferred to Balance Sheet	302.10	103.28
Other comprehensive income / [loss] transferred to Balance Sheet	[36.39]	7.43

2. FINANCIAL PERFORMANCE & OPERATIONS:

Your Company grew 26.9% from previous year. Revenues of INR 4,894.29 million during the year against INR 3,855.60 million in the previous financial year. The exports led Consumer Business grew by 33.4% YoY with sales of INR 3,329.92 against INR 2,496.20 million in the previous year while the Tasty Bite Food Service (TFS) business grew 17.4% with sales of INR 1,385.66 against INR 1,179.82 million in the previous year. Profit after tax for the financial year ended 2023 at INR 302.10 million against INR 103.28 million in previous financial year 2022, a growth of 192.5%. Profit after tax for financial year 2023 is 6.2% against 2.7% in financial year 2022.

Closing balance of reserves including retained earnings as at 31 March 2023 is INR 2,409.26 million. No amount is proposed to be transferred to any reserves.

3. DIVIDEND:

The board of directors at its meeting held on 18 May 2023, recommended a final dividend of INR 2.0 per equity share, subject to the approval of shareholders at the ensuing annual general meeting. The total dividend payout on equity shares would involve a cash outgo of INR 5.13 million. Upon declaration by the members at the ensuing annual general meeting, dividend shall be paid to those members, whose names appear on the Register of Members of the Company after effecting all valid share transfers in physical form lodged with the Company or its Registrar & Transfer Agents on or before

14 July 2023. In respect of shares held in dematerialized form, dividend will be paid on the basis of particulars of beneficial ownership furnished by Depositories as on the closing hours of business on 14 July 2023.

The Company has adopted Dividend Distribution Policy which is available on the website of the Company www.tastvbite.co.in

4. 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, several new innovative products were developed by TBRC keeping in mind the evolving needs of our consumers. The Department of Science & Industrial Research (DSIR) of the Union Ministry of Science & Technology accreditation to TBRC is valid till March 2025.

5. FIXED 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 2022-23 or the previous financial year. Your Company did not accept any deposits during FY 2022-23.

6. DIRECTORS:

The Board of Tasty Bite Eatables Limited has an optimum combination of executive and non -executive directors. The composition of the board is in conformity with Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 149 of the Companies Act, 2013 ("Act"). As on 31 March 2023, the board comprised 1 Chairman (nonexecutive, independent director), 1 whole time director, 3 independent directors and 2 non-executive directors.

Mr. Kavas Patel, Ms. Rama Kannan and Dr. Chengappa P G continue to act as Independent Directors on Board of the Company along with newly appointed Chairman and non-executive, independent director Mr. Pradeep Poddar. All independent directors have provided declaration stating their independence under the provisions of section 149(6) of Act along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 stating their independence pursuant to provisions of section 149 of Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations”).

During the year under review, Mr. Ashok Vasudevan resigned as Chairman of the board w.e.f 19 December

2022. The board of directors on recommendation of the Nomination and Remuneration committee appointed Mr. Pradeep Narendra Poddar as a nonexecutive independent director to be the Chairman of the Board. Approval of members, as per requirement of Listing Regulations, was obtained by way of postal ballot for appointment of Mr. Pradeep Narendra Poddar as Chairman and independent director on 10 March

2023. Notice of postal ballot dated 06 February 2023, seeking approval for the aforesaid matter was sent to those members, whose names appeared in the Register of members/ list of beneficial owners as on 03 February 2023 and whose e-mail addresses were registered with the Company/Depositories. The results of postal ballot through remote e-voting on the aforesaid matters was declared by the Company on 11 March 2023.

Ms. Dawn Allen and Mr. Gaurav Gupta resigned from the directorship of the Company w.e.f. 27 May 2022 and 12 August 2022 respectively. The Board placed on record its deep appreciation for the invaluable contributions made by Ms. Dawn Allen and Mr. Gaurav Gupta during their association with the Company.

Further, Ms. Emmanuelle Orth was appointed as additional director w.e.f. 29 July 2022 on the board of directors of the Company. Mr. Rajendra Jadhav was appointed as additional director & whole time director under executive category w.e.f from 13 August 2022 till 31 December 2023 (regularized by shareholders in AGM held on 21 September 2022).

In accordance with the provisions of the Act and Articles of Association of the Company, Mr. Sukhdev David Dusangh, retire by rotation at the ensuing annual general meeting, and being eligible has offered himself for re-appointment.

• 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 Chairman was also carried out. The manner of evaluation is mentioned in 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 has specified skill set and experience required for the Company. Details of which form a part of Corporate Governance Report.

• 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 Act. Necessary diversity in the board was ensured. Detailed policy is available at Company''s website www.tastvbite.co.in

In terms of the applicable provisions of the Act read with the rules framed thereunder and the 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, nine (09) board meetings held during the financial year ended 31 March 2023. These were held on 27 May 2022, 29 July 2022, 10 August 2022, 20 October 2022, 10 November 2022, 19 December 2022, 06 February 2023, 28 February 2023 and 22 March 2023. Maximum interval between any two meetings was not more than 120 days. Details of these meetings are stated in corporate governance report.

7. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Act, the draft annual return for FY 2022-23 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 and the extract of annual return as provided under Section 92(3) in Form MGT - 9 is in "Annexure A” to this Report.

8. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Act, the Directors, based on the representation received from the management, confirm that:

(a) in the preparation of the annual accounts for the year ended 31 March 2023, 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 Act 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.

9. 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 Act.

10. CORPORATE GOVERNANCE:

Your Company places great significance to good corporate governance as an important step towards building investors'' confidence, improve investors'' protection and maximize long term shareholders'' value. 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 Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance is in "Annexure B” to this Report. A detailed report on Corporate Governance forms a part of this Annual Report.

11. AUDITORS:

• Statutory Auditors:

M/s B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022), Pune were appointed by the shareholders as the statutory auditors of the Company in the 38^th annual general meeting for a period of 5 years and they hold office up to the 43^rd 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. B S R & Co LLP, statutory auditors.

The Auditor''s Report on the financial statements of the Company for the financial year ended 31 March

2023 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 Auditor in their independent audit report have reported "Accuracy and Valuation of Inventories” and "Revenue from contracts with customers” as a key audit matter. These matters were 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 Act, the Company appointed M/s Ernst & Young, as an internal auditor in the Audit Committee Meeting and Board Meeting held on 20 October 2022 for 3 financial years from 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 Act, the Company appointed M/s Pareek V. R. & Associates, Practicing Company Secretaries, Pune as Secretarial Auditor. The Secretarial Audit Report is in "Annexure C” of this report. 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 2023-24.

12. WHISTLE BLOWER & VIGIL MECHANISM POLICY:

In compliance with the provisions of Section 177(9) of the Act, 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

March - April 2022, there were whistle blower complaints w.r.t. conflict of interest. The Company recovered INR 3.5 million as final settlement. None of those employees are associated with the Company.

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

13. AUDIT COMMITTEE:

In compliance with the provisions of Section 177 of the Act and Listing 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.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

15. SHARE CAPITAL:

The paid-up equity share capital as on 31st March, 2023 was INR 25,660,000. There was no public issue, rights 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 2023, details of the shares held by directors in the Company are as under:

Particulars	No. of equity shares held	No. of convertible instruments held
Mr. Pradeep Poddar (20 December 2022 onwards)	-----NIL-----	-----NIL-----
Mr. Kavas Patel	-----NIL-----	-----NIL-----
Ms. Rama Kannan	-----NIL-----	-----NIL-----
Dr. Chengappa PG	-----NIL-----	-----NIL-----
Ms. Emmanuelle Orth (29 July 2022 onwards)	-----NIL-----	-----NIL-----
Mr. Sukhdev David Dusangh	-----NIL-----	-----NIL-----
Mr. Rajendra Jadhav (13 August 2022 onwards)	-----NIL-----	-----NIL-----
There are no convertible instruments issued by the Company.

16. 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

17. 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 D”.

18. RISK MANAGEMENT POLICY:

The Company has:

• A well-defined risk management policy;

• Periodic assessment and prioritization of risks that affect the business of your Company;

• Development and deployment of risk mitigation plans to reduce vulnerability to prioritized risks;

• Focus on both the results and efforts required to mitigate the risks;

• 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;

• Constant scanning of external environment for new and emerging risks;

• Wherever, applicable and feasible, defining 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 Listing Regulations and as the board may deem fit from time to time. The composition,

detailed terms of reference of the Committee and attendance at its meetings are provided as part of the Corporate Governance Report.

In compliance with the provisions of Section 134 of the Act, 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.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR) AND INITIATIVES:

The Company has a Policy and a Committee for Corporate Social Responsibility in compliance with the provisions of Act. 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 E”. As per the provisions of Section 135 of the Act, 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 Act and CSR policy adopted by the board of directors. The Company has spent total amount of INR 8.5 million during financial year 2022-23. 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	8.5
b)	Amount spent during the year
	- Through Tasty Bite Foundation	8.5
c)	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:

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

20. 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.

21. 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 F”. 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 transactions pursuant to the recent amendments under the Listing Regulations regarding framework for related party transactions

and same is posted on website of the Company www.tastvbite.co.in.

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

22. 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 Act or SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which would affect the going concern status and Company''s future operations.

23. 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 2022-23:

INR in Million
Name of Director	Remuneration of Director* (1)	Median remuneration of employees (2)	Ratio (3) = (1) / (2)
Mr. Ashok Vasudevan (till 19 December 2022)	-----NIL-----	-----NIL-----	-----NIL-----
Mr. Pradeep Poddar (w.e.f. 20 December 2022)	1.50	0.71	2.11
Mr. Rajendra Jadhav** (w.e.f. 13 August 2022)	6.54	0.71	9.21
Mr. Kavas Patel	0.90	-----NIL-----	-----NIL-----
Ms. Rama Kannan	0.80	-----NIL-----	-----NIL-----
Dr. Chengappa PG	0.90	-----NIL-----	-----NIL-----
Mr. Sukhdev David Dusangh	-----NIL-----	-----NIL-----	-----NIL-----
Ms. Dawn Allen (till 27 May 2022)	-----NIL-----	-----NIL-----	-----NIL-----
Ms. Emmanuelle Orth (w.e.f 29 July 2022)	-----NIL-----	-----NIL-----	-----NIL-----
Mr. Gaurav Gupta (till 12 August 2022)***	6.16	0.71	8.68
*Remuneration to directors includes sitting fees and independent directors received only sitting fees for attending the meetings.
**Mr. Rajendra Jadhav received remuneration as whole time director w.e.f 13 August 2022. ***Mr. Gaurav Gupta received remuneration as whole time director till 12 August 2022.

2.	The percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year;
			Remuneration	Remuneration
	Name of Director	Designation	in FY 2021 - 22 (INR in million)	in FY 2022-23 (INR in million)	Increase (in %)
Mr. Pradeep Poddar (w.e.f 20 December 2022)		Non-Executive Independent Director and Chairman of the Board	Nil	1.50	NA as not paid for entire year as Chairman
Mr. Gaurav Gupta (till 12 August 2022)		Whole Time Director	8.59	6.16	NA as not paid for entire year as WTD

Name of Director	Designation	Remuneration in FY 2021 - 22 (INR in million)	Remuneration in FY 2022-23 (INR in million)	Increase (in %)
Mr. Rajendra Jadhav (w.e.f. 13 August 2022)	Whole Time Director	Nil	6.54	NA as not paid for entire year as WTD
Ms. Minal Talwar	Company Secretary	1.95	2.50	28.2%
Mr. Milin Bande (w.e.f. 31 October 2022)	CFO	NA	3.71	NA as not paid for entire year as CFO
Mr. Abhijit Upadhye (till 31 December 2021)	Managing Director	21.76	NA	NA as not paid for current financial year

3. Number of permanent employees are 247 on the role of company as on 31 March 2023.

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

5. Average percentage increase in salaries of employees other than the managerial personnel in last financial year 2023 was 14.9%. Percentage increase in the managerial remuneration in 2023 was 11.6%.

6. The Company has a variable pay compensation structure only for managing director basis achievement of targets. No other employee has variable pay component structure. The Company further confirms that remuneration paid to employees is in line with its Remuneration Policy.

7. The statement containing particulars of remuneration of employees as required under Section 197(12) of the Act, read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is available on the Company''s website at https://www.tastvbite.co.in/annual and is attached as "Annexure G”.

8. Financial Statements of the Company are kept open for inspection by the Members at the registered office of your Company on all days except Saturday, Sunday and public holidays up to the date of AGM i.e. 9 August 2023 between 11:00 a.m. to 5:00 p.m. as required under section 136 of the Act. Any member desirous of obtaining a copy of the said annexure may access the aforesaid weblink or write to the Company Secretary at [e-mail].

24. MARKET CAPITALIZATION:

Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over / decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed companies:

Particulars	Issued capital (No. of Shares)	Closing Market price per share	Earnings per share	Price Earning Ratio	Market capitalization (INR in Million)
As on 31 March 2022	2,566,000	10,864.70	40.25	269.93	27,878.82
As on 31 March 2023	2,566,000	8,028.60	117.73	68.20	20,601.39
Increase / Decrease	-	-2,836.10	77.48	-201.73	-7,277.43
% Increase / Decrease	-	-26.10%	192.49%	-74.73%	-26.10%

The Company made Public Offering in February 1987 of 750,000 equity shares at INR 10.00 each. The market quotation of the equity shares of the Company as on 31 March 2023 was INR 8,028.60 for shares of face value of INR 10.00 each, representing an increase of 80,186% over the period.

25. 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

26. 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.

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

Your Company is an equal opportunity employer and safety of all employees and all other persons while within the premises is of utmost importance to your Company. The Company has been practicing safety of women at workplace as part of its formally adopted Code of Conduct. In order to strengthen it and also in compliance to newly enacted Act for protection of women, your Company has formed Internal Complaints Committee (ICC) and adopted "Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace”. The Committee''s mandate is to bring awareness about ensuring safe workplace for women; receive and take appropriate decision on complaints, if any.

The Committee as on 31 March 2023 consist:

1. Ms. Anila Thomas - Presiding Officer

2. Ms. Minal Talwar - Member

3. Mr. Rajendra Jadhav - Member

4. Ms. Suman Bhagwat - Member

5. Mr. Puneet Songar - Independent Member

6. Ms. Nirmala Lagad - Member

Three (3) complaints were received by the ICC during the year. Investigation of the said complaints was undertaken and a report was submitted to the employer by the Committee. Internal relief to the complainants has been provided.

28. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY BETWEEN 31 MARCH, 2023 AND DATE OF BOARD''S REPORT:

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date of this Report.

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. 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.

31. 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.

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

33. 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.

34. ACKNOWLEDGEMENT:

Your Board takes this opportunity to thank the employees for their dedicated service and firm commitment to the vision and mission of the Company.

Your Board also wishes to place on record its sincere appreciation for the wholehearted support received from the shareholders, distributors, bankers and all other business associates and from the neighbourhood communities of various Tasty Bite locations. We look forward to continued support of all these partners in the future.

---

Mar 31, 2018

To

The Members,

The Directors are pleased to present the thirty-fourth Annual Report together with Audited Statement of Accounts for the year ended 31st March 2018.

1. KEY FINANCIAL HIGHTLIGHTS (as per IND AS)

(Rs. in Lakh)

Highlights	FY 2017-18	FY 2016-17
Revenue from operations	30,310.98	25,683.97
Profit before Depreciation, Interest and Tax	5,435.61	4,580.05
Profit after tax	2,645.65	2,199.38
Earnings per share (Rs./share - Basic and diluted)	103.10	85.71
Net Fixed Assets	7,853.92	7,395.71
Long term borrowings (excluding current portion)	3,057.04	3,603.70
Profit/ (Loss) transferred to Balance Sheet	2,645.65	2,199.38

2. FINANCIAL PERFORMANCE & OPERATIONS :

Your Company grew at a healthy Y-O-Y rate of 18% to achieve revenues of Rs. 303.10 crores during the year against Rs. 256.84 crores in the previous financial year. The exports led Consumer Business with sales of Rs. 189.3 crores grew 18% from Rs. 160.1 crores in the previous year while the Tasty Bite Food Service (TFS) business registered a growth of 16% with sales of Rs. 89.3 crores against Rs. 76.8 crores in the previous year.

Tasty Bite continues to retain in position of market leadership in its key markets including the United States, Canada, Australia and New Zealand.

Profit after Tax for the year ended FY 2018 at Rs. 26.4 crores against Rs. 21.9 crores in previous financial year 2017, a growth of 20%.

3. DIVIDEND:

The Board of Directors at their meeting held on May 16, 2018 recommended a final dividend of Rs.2 per equity share (20% on the face value of Rs. 10 each), subject to the approval of shareholders at the ensuing Annual General Meeting.

In addition to the above, the Company has provided for a preferential dividend of Rs. 59,530/- on its 59,530 1% non-cumulative, non-convertible Redeemable Preference Shares of Rs. 100/- each for the financial year 2017-18.

The total dividend payout on equity shares would involve a cash outgo of Rs. 51.32 lakhs and dividend tax of Rs. 10.45 lakhs. Dividend payout on preference shares is of Rs. 0.60 lakhs and dividend tax of Rs. 0.12 lakhs.

Upon declaration by the members at the ensuing Annual General Meeting, dividend shall be paid to those members, whose names appear on the Register of Members of the Company after effecting all valid share transfers in physical form lodged with the Company or its Registrar & Transfer Agents on or before Friday, July 20, 2018. In respect of shares held in dematerialized form, dividend will be paid on the basis of particulars of beneficial ownership furnished by Depositories as on the closing hours of business on Friday, July 20, 2018.

4. OPEN OFFER BY EFFEM HOLDINGS LTD:

Pursuant to the acquisition of Preferred Brands International Inc., by Effem Holdings Ltd. (“EHL”), the ownership structure of the Company was modified. EHL qualified as an “Acquirer” under the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011 and on August 14, 2017 made an open offer to acquire shares of the Company. The open offer was closed on November 30, 2017. EHL acquired 300 shares from Kagome Co. Ltd on November 2, 2017 for a consideration of INR 11,33,595 amounting to 0.01 % of the Company’s total share capital. Accordingly, Kagome filed an application dated January 17, 2018 with the Company under Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 for its de-classification as a part of the ‘promoter/ promoter group’ of the Company. Thereafter, the Company filed necessary applications with BSE and NSE under Regulation 31A of LODR in relation to the Kagome De-classification (“De-classification Application”) on March 3, 2018.

Declassification of Kagome requires shareholder approval and hence the same is proposed in notice of the Annual General Meeting.

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, several new innovative products were developed by TBRC keeping in mind the evolving needs of our consumers.

The Department of Science & Industrial Research (DSIR) of the Union Ministry of Science & Technology renewed its accredition to TBRC during the year till March 2019. New products developed at TBRC in the last 2 years contributed 21% of the company’s revenues.

6. FIXED DEPOSITS:

The Company has not accepted or invited any deposits from the public during the year under review.

7. DIRECTORS:

Ms. Dawn Allen, Ms. Rama Kannan and Dr. Chengappa Ganapati were appointed as additional directors on November 14, 2017, December 22, 2017 and January 17, 2018 respectively.

Mrs. Sucharita Hegde, Mr. Masahiro Sumitomo and Dr. V S Arunachalam resigned from the directorship of the Company on October 9, 2017, November 2, 2017 and March 9, 2018 respectively. The Board has placed its gratitude towards services rendered by all the directors during their tenure.

All independent directors have provided declaration stating their independence under the provisions of section 149 of Companies Act, 2013 (“Act”) and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (“LODR”).

In accordance with the provisions of the Companies Act, 2013 and Memorandum and Articles of Association of the Company, Mr. Ashok Vasudevan, retires by rotation at the ensuing Annual General Meeting, and being eligible, has offered himself for reappointment.

Mr. Sohel Shikari was appointed as an Alternate Director to Mr. Ashok Vasudevan during the year due to absence of Mr. Ashok Vasudevan from India.

- Board evaluation:

Pursuant to provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the Board carried out evaluation of its own performance, individual performance of the directors as well as the respective Committees. Evaluation of Chairman was also carried out. The manner of evaluation is mentioned in Corporate Governance Report.

- 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. Necessary diversity in the board was ensured. Detailed policy has been stated in Corporate Governance Report.

- Meetings:

There were five(5) Board meetings held during the financial year ended March 31, 2018. These were held on May 16, 2017, August 10, 2017, November 13, 2017, December 28, 2017 and February 6, 2018. The maximum interval between any two meetings was not more than 120 days. Details of these meetings are stated in Corporate Governance Report.

8. EXTRACT OF ANNUAL RETURN:

The extract of Annual Return as provided under Section 92(3) in Form MGT - 9 is annexed herewith as “Annexure A”.

9. DIRECTORS’ RESPONSIBILITY STATEMENT:

Directors confirm that:

(a). in the preparation of the annual accounts for the year ended March 31, 2018, 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 period;

(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.

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 places great significance to good Corporate Governance as an important step towards building investors’ confidence, improve investors’ protection and maximize long-term shareholders’ value. Accordingly, it has taken adequate steps to ensure that the provisions of Corporate Governance as prescribed under the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015.

A certificate from statutory auditor of the Company regarding compliance of conditions of Corporate Governance is in “Annexure B” to this Report. A detailed report on Corporate Governance forms a part of this Annual Report.

12. AUDITORS:

- Statutory Auditors:

M/s BSR & Associates LLP, existing statutory auditors were appointed by the shareholders in previous year for a period of 5 years. As per recent amendments in the Companies Act, 2013, ratification of statutory auditor is not required.

- Internal Auditors:

Pursuant to section 138 of Companies Act, 2013, the Company appointed M/s Suresh Surana & Associates LLP, Chartered Accountants as internal auditor for financial year 2018-19. The scope and fee of internal audit is fixed by the Board on recommendation of Audit Committee.

- Secretarial Auditor:

Pursuant to section 204 of the Companies Act, 2013, the Company appointed Mr. Abhishek Jagdale, Company Secretary in Practice, Pune as Secretarial Auditor. Based on the Audit Committee recommendations, Board has approved the appointment of Secretarial Auditor for financial year 2018-19. The Secretarial Audit Report is in “Annexure C” of this report.

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

14. AUDIT COMMITTEE:

In compliance with the provisions of Section 177 of the Companies Act, 2013 and Listing Obligation 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:

During the year under review, there is nothing to be reported under the heads loans, guarantees or investments covered under the provisions of Section 186 of the Companies Act, 2013.

16. SHARE CAPITAL:

During the year under review, the Company has neither issued any shares with differential voting rights nor issued sweat equity shares. Further, the Company did not grant any stock options during the year under review. As on March 31, 2018, details of the shares held by Directors in the Company are as under.

Name of Director	No. of Equity Shares held	No. of Covertibles held
Mr. Ashok Vasudevan	-— NIL -—	-----NIL -----
Ms. Dawn Allen	-— NIL -—	-----NIL -----
Mr. Ravi Nigam	200*	-----NIL -----
Mr. Kavas Patel	-— NIL -—	-----NIL -----
Mrs. Rama Kannan	-— NIL -—	-----NIL -----
Dr. Chengappa Ganapati	-— NIL -—	-----NIL -----
Mr. Sohel Shikari	-— NIL -—	-----NIL -----

*out of which 100 as joint holder There are no convertible instruments issued by the Company.

A. SEGMENT WISE OR PRODUCT WISE PERFORMANCE/ NATURE OF BUSINESS

The Company operates in one segment: Prepared food consisting ready to serve products and intermediate food products such as prepared meals, frozen formed foods and sauces. There is no change in nature of business of the Company.

17. 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 are as per “Annexure D”.

18. RISK MANAGEMENT POLICY:

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 for Risk Mitigation’ for the Company.

The details of the Business Contingency Plan for Risk Mitigation of the Company are given in the Management Discussion and Analysis.

19. CORPORATE SOCIAL RESPONSIBILITY:

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 E”

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 net profits on the activities given under Schedule VII of the Companies Act, 2013 and CSR policy adopted by the Board of Directors. The Company has spent required amount of Rs. 48.93 Lakh during the financial year 2017-18 on construction of school building in Bhandgaon area. ‘Education’ forms a part of CSR Policy of the Company. Company was required to spend Rs. 50.98 Lakh during the year.

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

During the year under review, the Company neither had a subsidiary company, associate 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 associate company nor a joint venture company are not required to be offered.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties in Form AOC - 2 are annexed herewith as “Annexure F”. 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 Indian Accounting Standard 24 related to transactions with related parties of the Company. The Company has adopted policy on Related Party Transactions and same is posted on website of the Company (www.tastybite.co.in)

22. 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 Listing Agreement, which would affect the going concern status and Company’s future operations.

23. Buyback of 59,530 1% Non-cumulative, Non-convertible Redeemable Preference shares:

The Board of Directors of the Company, at its meeting held on July 6, 2018 approved proposal for buyback of 59,530 1% Non-cumulative, Non-convertible Redeemable Preference shares of Rs. 100/- each, at a price of Rs. 2,050 per preference share. The offer size is 12.49% of total paid up capital and free reserves of the Company as per latest audited balance sheet as at March 31, 2018. Buyback shall be sourced from Securities Premium account / free reserves / surplus available with the Company. The aggreate offer size exceeds 10% of total paid up capital and free reserves and thus as per section 68 of the Companies Act, 2013 requires shareholders approval by way of Special Resolution. The Board seeks approval of shareholders on the proposal.

As per provision of section 102 of the Act, detailed explanatory note is attached to the notice calling the meeting.

24. APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL:

1. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2017-18:

(Rs. in Lakhs)

Name of Director	Remuneration of Director (1)	Median remuneration of employees (2)	Ratio (3) =1/2
Mr. Ashok Vasudevan	-----NIL -----	-----NIL -----	-----NIL -----
Ms. Dawn Allen	-— NIL -—	-----NIL -----	-----NIL -----
Mr. Ravi Nigam	*148.65	4.58	32.45
Mr. Kavas Patel	-----NIL -----	-----NIL -----	-----NIL -----
Ms. Rama Kannan	-----NIL -----	-----NIL -----	-----NIL -----
Dr. Chengappa Ganapati	-----NIL -----	-----NIL -----	-----NIL -----
Mr. Sohel Shikari**	-----NIL -----	-----NIL -----	-----NIL -----

*remuneration including provident fund, gratuity, leave encashment, etc and all other statutory dues.

**Mr. Sohel Shikari receives remuneration as Chief Financial Officer and not as an alternate director.

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

(Rs. in Lakh)

Name	Designation	Remuneration	Remuneration	Increase
		in FY 2016-17	in FY 2017-18	(in %)
Mr. Ravi Nigam	Managing Director	114.04	148.65	30%
Mr. Sohel Shikari	Chief Financial Officer	112.06	147.11	31%
Ms. Minal Talwar	Company Secretary	8.41**	10.24	20%

Increase based on cost to company basis inclusive of perquisites, allowances and statutory dues such as provident fund, gratuity, leave encashment, etc.

**In addition to the above, the Company Secretary receives consideration w.r.t. Value Pool Agreement with the holding company.

3. Number of permanent employees are 225 on the roll of company as on March 31, 2018.

4. The remuneration paid to the employees is in affirmation with Remuneration & Evaluation Policy of the Company. Remuneration policy is available on website of the Company (www.tastybite.co.in). Salient features of the policy are mentioned in Corporate Governance Report attached.

5. During the year, increase in remuneration of Managing Director was approved by the Board on recommendation of Nomination & Remuneration Committee in February 6, 2018 meeting. The approved increase in salary is within the limit approved by the shareholders in General Meeting on September 19, 2016. Increase in salary is based on performance of the Company, general industry standard, contribution by MD in enhancement of performance of the Company and various other factors considered appropriate by the Board and Remuneration Committee.

6. During the year, increase in remuneration of Chief Financial Officer was also approved by the Board in its meeting held on February 6, 2018 on the recommendation of Nomination & Remuneration Committee and Audit Committee and as per the Remuneration policy. None among the employee received remuneration higher than that of Managing Director (Managerial Personnel).

7. During the year increment was also made in salary of Company Secretary and Senior Management on basis of annual appraisal by the management on proportionate basis and as per the remuneration policy recommended by the Nomination & Remuneration Committee.

8. Average percentile increase in salaries of employees other than the managerial personnel in the last financial year 2018 was 31.01%. Percentile increase in the managerial remuneration in FY 2018 was 30%. Increase in remuneration of MD and CFO was w.e.f. January 1, 2018. Increase in salary of employees is based on performance of the Company, general industry standard, contribution by employee in enhancement of performance of the Company and various other factors considered appropriate by the Management.

9. The Company does not have a variable pay compensation structure.

10. Statement of employees receiving remuneration under Section 197(12) of Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as ”Annexure G”.

11. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over/decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed companies:

Particulars	Issued capital	Closing Market price per share	Earnings per share	Price Earnings Ratio	Market capitalization (in Rs.)
As on 31.03.2017	25,66,000	4,658.50	88.68	52.53	119,53,711,000
As on 31.03.2018	25,66,000	7,463.20	103.10	72.39	191,50,571,200
Increase/ decrease	NIL	2,804.70	17.39	18.04	71, 96,860,200
% Increase/ Decrease	NIL	160.21	120.29	133.18	160.21

The Company made Public Offering in February, 1987 of 7,50,000 equity shares at Rs. 10 each. The market quotation of the Equity shares of the Company as on March 31, 2018 was Rs. 7,463.20 for shares of face value of Rs. 10/- each, representing an increase of 74,632% over the period.

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

The Company during the period under review has not made investments in its own shares. The Company neither has any subsidiary company nor associate company in terms of the provisions of Companies Act, 2013 hence the comments are not required to be offered.

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

During the period under review, there was no pecuniary relationship or pecuniary transactions between the Company and its Non-Executive Directors.

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

Your Company is an equal opportunity employer and safety of all employees and all other persons while within the premises is of utmost importance to your Company. The Company has been practicing safety of women at workplace as part of its formally adopted Code of Conduct. In order to strengthen it and also in compliance to newly enacted Act for protection of women, your Company has formed Internal Complaints Committee and adopted “Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace”. The Committee’s mandate is to bring awareness about ensuring safe workplace for women; receive and take appropriate decision on complaints, if any.

The Committee as appointed by the Management consists:

- Ms. Anila Thomas - Presiding Officer

- Ms. Minal Talwar- Member

- Mr. Rajendra Jadhav - Member

- Ms. Suman Bhagwat - Member

- Mr. Kuldeep Joshi - Independent Member

No complaints have been received during the year.

Appreciation

Your Directors acknowledge the efforts and contribution of its employees at all levels during the year and seek their continued commitment in the years to come.

Your Directors also would like to acknowledge the contribution of its parent, Preferred Brands International Inc. in the role of the marketing company in growing and developing the business in all international markets.

Finally, the Board places its appreciation for the confidence reposed on it by its customers, suppliers, investors, bankers and all other stakeholders that are its partners in growth.

For and on behalf of the Board of Directors

Ashok Vasudevan

Chairman

July 6, 2018

Pune

---

Mar 31, 2017

To

The Members,

The Directors are pleased to present the thirty-third Annual Report together with Audited Statement of Accounts for the year ended 31st March 2017.

1. KEY FINANCIAL HIGHTLIGHTS

(Rs. Lakh)

Highlights	FY 2016-17	FY 2015-16
Revenue from operations	25,534.41	20,876.23
Profit before Depreciation, Interest and Tax	4,536.05	3,434.96
Profit after tax	2.275.62	1,611.99
Earnings per share (Rs./share - Basic and diluted)	88.68	62.79
Net Fixed Assets	7,395.71	6,145.27
Long term borrowings (excluding current portion)	3,603.70	1,974.35
Profit/ (Loss) transferred to Balance Sheet	2.275.62	1,611.99

2. FINANCIAL PERFORMANCE & OPERATIONS :

Your Company grew at a healthy Y-O-Y rate of 22% to achieve revenues of Rs. 255.3 Crore during the year against Rs. 208.8 Crore in the previous financial year. The exports led Consumer Business grew 22% to Rs. 160.1 Crore against Rs. 130.8 Crore in the previous year while the Tasty Bite Food Service (TFS) business registered a growth of 18% with revenues of Rs. 76.9 Crore against Rs. 64.9 Crore in the previous year.

Tasty Bite continues to retain its position of market leadership in its key markets including the US, Canada, Australia and New Zealand. The Company also entered United Kingdom market this year.

Profit after Tax for the year ended at Rs. 22.8 Crore against Rs. 16.1 Crore in FY 16.

3. DIVIDEND:

The Board of Directors at their meeting held on May 16, 2017 recommended a final dividend of Rs. 2 per equity share (20% on the face value of Rs. 10 each), subject to the approval of shareholders at the ensuing Annual General Meeting.

In addition to the above, the Company has provided for a preferential dividend of Rs. 59,530/- on its 59,530 1% non-cumulative, non-convertible Redeemable Preference Shares of Rs. 100/- each for the financial year 2016-17.

The total dividend payout on equity shares would involve a cash outgo of Rs. 51.32 lakhs and dividend tax of Rs. 10.44 lakhs. Dividend payout on preference shares is of Rs. 0.60 lakhs and dividend tax of Rs. 0.12 lakhs.

Upon declaration by the members at the ensuing Annual General Meeting, dividend shall be paid to those members, whose names appear on the Register of Members of the Company after effecting all valid share transfers in physical form lodged with the Company or its Registrar & Transfer Agents on or before Friday, August 25, 2017. In respect of shares held in dematerialized form, dividend will be paid on the basis of particulars of beneficial ownership furnished by Depositories as on the closing hours of business on Friday, August 25, 2017.

4. 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 several new innovative products were developed by TBRC keeping in mind the evolving needs of our consumers.

The Department of Science & Industrial Research (DSIR) of the Union Ministry of Science & Technology renewed its accredition to TBRC during the year till March2019.

New products developed at TBRC in the last 2 years contributed 11% of the company’s revenues.

5. FINANCE :

During the year, Company availed an External Commercial Borrowing (ECB) of USD 0.9 Million for expansion of its manufacturing capacity and Buyer’s Credit of USD 1.1 million from Bank of Tokyo Mitsubishi UFJ, Ltd (BTMU). ECB of USD 2.5 Million was also availed by the Company from BTMU for expansion of manufacturing capacity. Kotak continues to provide working capital facility of INR 110.00 million to the Company. The Company also established a working capital credit facility of USD 1 Million from Mizuho Bank Limited. The Company continues its relationship with Ratnakar Bank Limited (RBL) for working capital requirements with a facility limit of INR 100.00 million. ECB of USD 3.4 million was also availed from Mizuho Bank Ltd in 2015, against which the Company makes repayment as per schedule.

The Company successfully repaid as per schedule, the ECB of USD 1 million availed from Preferred Brands International Inc in December 2016 quarter fully.

Total long term borrowing (excluding current portion) stood at Rs. 36.04 Crore as of 31st March 2017 against Rs. 19.74 Crore as of 31st March 2016.

6. FIXED DEPOSITS :

The Company has not accepted or invited any deposits from the public during the year under review.

7. DIRECTORS :

Mrs. Sucharita Hegde and Mr. Masahiro Sumitomo were regularized as directors in Annual General Meeting (AGM) of shareholders held on September 19, 2016. Mrs. Hegde was also appointed as independent director in AGM for a term of 5 years.

All independent directors have provided declaration stating their independence under the provisions of section 149 of Companies Act, 2013 (“Act”) and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (“LODR”).

In accordance with the provisions of the Companies Act, 2013 and Memorandum and Articles of Association of the Company, Mr. Masahiro Sumitomo, retires by rotation at the ensuing Annual General Meeting, and being eligible, has offered himself for reappointment.

Mr. Sohel Shikari was appointed as an Alternate Director to Mr. Ashok Vasudevan during the year due to absence of Mr. Ashok Vasudevan from India. Previously, he acted as an Alternate to Mrs. Meera Vasudevan till she resigned as director from the Board.

- Board evaluation :

Pursuant to provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the Board carried out evaluation of its own performance, individual performance of the directors as well as the respective Committees. Evaluation of Chairman was also carried out. The manner of evaluation is mentioned in Corporate Governance Report.

- 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.

Necessary diversity in the board was ensured. Detailed policy has been stated in Corporate Governance Report.

- Meetings :

There were six (6) Board meetings held during the financial year ended March 31, 2017. These were held on May 7, 2016, August 8, 2016, November 7, 2016, January 19, 2017, January 30, 2017 and March 24, 2017. The maximum interval between any two meetings was not more than 120 days. Details of these meetings are stated in Corporate Governance Report.

8. EXTRACT OF ANNUAL RETURN :

The extract of Annual Return as provided under Section 92(3) in Form MGT - 9 is annexed herewith as “Annexure A”.

9. DIRECTORS’ RESPONSIBILITY STATEMENT :

Directors confirm that :

(a) in the preparation of the annual accounts for the year ended March 31, 2017, 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 period;

(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.

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 places great significance to good Corporate Governance as an important step towards building investors’ confidence, improve investors’ protection and maximize long-term shareholders’ value. Accordingly, it has taken adequate steps to ensure that the provisions of Corporate Governance as prescribed under the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015.

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

12. AUDITORS :

- Statutory Auditors :

M/s Kalyaniwalla & Mistry LLP, existing statutory accountants shall retire by rotation at the ensuing Annual General Meeting, pursuant to provisions of the Companies Act, 2013. The Directors recommend M/s BSR & Associates LLP, to be appointed as the statutory auditors and hold such office from conclusion of this Annual General Meeting until the conclusion of 38th Annual General Meeting, subject to ratification each year by the shareholders. The Company has received confirmation that their appointment, if made, will be in accordance of the provisions of the Companies Act, 2013.

- Internal Auditor :

Pursuant to section 138 of Companies Act, 2013, the Company appointed M/s Suresh Surana & Associates LLP, Chartered Accountants as internal auditor for financial year 2017-18. The scope and fee of internal audit is fixed by the Board on recommendation of Audit Committee.

- Secretarial Auditor :

Pursuant to section 204 of the Companies Act, 2013, the Company appointed Mr. Abhishek Jagdale, Company Secretary in Practice, Pune as Secretarial Auditor. Based on the Audit Committee recommendations, Board has approved the appointment of Secretarial Auditor for financial year 2017-18. The Secretarial Audit Report is in “Annexure C” of this report.

The Secretarial auditor has observed that shorter notice was provided to stock exchange w.r.t. Book Closure for dividend and Annual General Meeting declaration and publishing financial results of the last quarter of FY 2015-16 in the news papers beyond prescribed time. The directors have taken a note of the same and care shall be taken for timely compliance henceforth.

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

14. AUDIT COMMITTEE :

In compliance with the provisions of Section 177 of the Companies Act, 2013 and Listing Obligation Regulations, the Company has a duly constituted Audit Committee in place. 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:

During the year under review, there is nothing to be reported under the heads loans, guarantees or investments covered under the provisions of Section 186 of the Companies Act, 2013.

16. SHARE CAPITAL :

The share capital of the Company as on March 31, 2017 stands as under:

Authorised Share Capital	4,400,000 equity shares of Rs. 10/- each	Rs.	44,000,000/-
	60,000 1% Non-Cumulative, Non-Convertible, Redeemable Preference Shares of Rs. 100/- each.	Rs.	6,000,000/-	Rs. 50,000,000/-
Issued, Subscribed and	2,566,000 Equity shares of Rs. 10/- each fully paid up	Rs.	25,660,000/-
Paid up capital	59,530 1% Non-Cumulative, Non-Convertible, Redeemable Preference Shares of Rs. 100/- each fully paid up.	Rs.	5,953,000/-	Rs. 31,613,000/-

During the year under review, the Company has neither issued any shares with differential voting rights nor issued sweat equity shares. Further, the Company did not grant any stock options during the year under review. As on March 31, 2017, details of the shares held by Directors in the Company are as under.

Name of Director	No. of Equity Shares held	No. of Covertibles held
Mr. Ashok Vasudevan	-----NIL-----	-----NIL-----
Dr. V. S. Arunachalam	-----NIL-----	-----NIL-----
Mr. Ravi Nigam	200*	-----NIL-----
Mr. Kavas Patel	-----NIL-----	-----NIL-----
Mrs. Sucharita Hegde	-----NIL-----	-----NIL-----
Mr. Masahiro Sumitomo	-----NIL-----	-----NIL-----

*out of which 100 as joint holder

There are no convertible instruments issued by the Company.

A. SEGMENT WISE OR PRODUCT WISE PERFORMANCE / NATURE OF BUSINESS

The Company operates in one segment: Prepared food consisting ready to serve products and intermediate food products such as prepared meals, frozen formed foods and sauces. There is no change in nature of business of the Company.

17. 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 are as per “Annexure D”.

18. RISK MANAGEMENT POLICY :

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 for Risk Mitigation’ for the Company.

The details of the Business Contingency Plan for Risk Mitigation of the Company are given in the Management Discussion and Analysis.

19. CORPORATE SOCIAL RESPONSIBILITY :

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 E”

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 net profits on the activities given under Schedule VII of the Companies Act, 2013 and CSR policy adopted by the Board of Directors. The Company has spent required amount of Rs. 25.52 Lakh during the financial year 2016-17 on construction of school building in Bhandgaon area. ‘Education’ forms a part of CSR Policy of the Company. Unspent amount of Rs. 4.85 lakh is carried forward by the company to be spent in financial year 2017-18.

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

During the year under review, the Company neither had a subsidiary company, associate 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 associate company or a joint venture company are not required to be offered.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of material contracts or arrangements with related parties in Form AOC - 2 are annexed herewith as “Annexure F”. 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 Accounting Standard 18 related to transactions with related parties of the Company. The Company has adopted policy on Related Party Transactions and same is posted on website of the Company (www.tastybite. co. in)

22. 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 Listing Agreement, which would affect the going concern status and Company’s future operations.

23. APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL:

1. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2016-17:

(Rs. in Lacs)

Name of Director	Remuneration of Director		Median remuneration (1) of employees (2)	Ratio (3) =1/2
Mr. Ashok Vasudevan	NIL	NIL		NIL -
Dr. V. S. Arunachalam	NIL	NIL		NIL -
Mr. Ravi Nigam	114.04	4.02		28.37
Mr. Kavas Patel	NIL	NIL		NIL -
Mrs. Sucharita Hegde	NIL	NIL		NIL -
Mr. Masahiro Sumitomo	NIL	NIL		NIL -

Remuneration including provident fund, gratuity, leave encashment, etc and all other statutory dues.

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

(Rs. in Lakh)

Name	Designation	Remuneration	Remuneration	Increase
		in FY 2015-16	in FY 2016-17	(in %)
Mr. Ravi Nigam	Managing Director	78.57	114.04	45.14%
Mr. Sohel Shikari	Chief Financial Officer	76.65	112.06	46.20%
Ms. Minal Talwar	Company Secretary	7.94**	8.41**	5.92%

Increase based on cost to company basis inclusive of perquisites, allowances and statutory dues such as provident fund, gratuity, leave encashment, etc.

**In addition to the above, the Company Secretary receives consideration w.r.t. Value Pool Agreement with the holding company.

3. Number of permanent employees are 216 as on March 31, 2017.

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

5. During the year, increase in remuneration of Managing Director was approved by the Board on recommendation of Nomination & Remuneration Committee in January 19, 2017 meeting. The approved increase in salary is within the limit approved by the shareholders in General Meeting on September 19, 2016. Increase in salary is based on performance of the Company, general industry standard, contribution by MD in enhancement of performance of the Company and various other factors considered appropriate by the Board and Remuneration Committee.

6. During the year, increase in remuneration of Chief Financial Officer was also approved by the Board in its meeting held on January 19, 2017 on the recommendation of Nomination & Remuneration Committee and Audit Committee and as per the Remuneration policy. None among the employees received remuneration higher than that of Managing Director (Managerial Personnel).

7. During the year increment was also made in salary of Company Secretary on basis of annual appraisal by the management on proportionate basis and as per the remuneration policy recommended by the Nomination & Remuneration Committee.

8. Average percentile increase in salaries of employees other than the managerial personnel in the last financial year 2017 was 25.70%. Percentile increase in the managerial remuneration in FY 2017 was 45.14%. Increase in remuneration of MD and CFO was w.e.f. January 1, 2017. Increase in salary of employees is based on performance of the Company, general industry standard, contribution by employee in enhancement of performance of the Company and various other factors considered appropriate by the Management.

9. The Company does not have a variable pay compensation structure.

10. Statement of employees receiving remuneration under Section 197(12) of Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as “Annexure G”

11. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over/decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed companies:

Particulars	Issued capital	Closing Market price per share	Earnings per share	Price Earnings Ratio	Market capitalization (in Crore)
As on 31.03.2016	2,566,000	1,690.50	62.79	26.92	4,337,823,000
As on 31.03.2017	2,566,000	4,658.50	88.68	52.53	11,953,711,000
Increase / (Decrease)	NIL	2,968.00	25.89	25.61	7,615,888,000
% Increase / (Decrease)	NIL	175.57	41.23	95.12	175.57

The Company made Public Offering in February, 1987 of 7,50,000 equity shares at Rs. 10 each. The market quotation of the Equity shares of the Company as on March 31, 2017 was Rs. 4,658.5 for shares of face value of Rs. 10/- each, representing an increase of 46,485% over the period.

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

The Company during the period under review has not made investment in its own shares. The Company neither has any subsidiary company nor associate company in terms of the provisions of Companies Act, 2013 hence the comments are not required to be offered.

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

During the period under review, there was no pecuniary relationship or pecuniary transactions between the Company and its Non-Executive Directors.

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

Your Company is an equal opportunity employer and safety of all employees and all other persons while within the premises is of utmost importance to your Company. The Company has been practicing safety of women at workplace as part of its formally adopted Code of Conduct. In order to strengthen it and also in compliance to newly enacted Act for protection of women, your Company has formed Internal Complaints Committee and adopted “Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace”. The Committee’s mandate is to bring awareness about ensuring safe workplace for women; receive and take appropriate decision on complaints, if any.

The Committee as appointed by the Management consists :

- Ms. Anila Thomas - Presiding Officer

- Ms. Minal Talwar - Member

- Mr. Rajendra Jadhav - Member

- Ms. Suman Bhagwat - Member

- Mr. Kuldeep Joshi - Independent Member

No complaints have been received during the year.

Appreciation

Your Directors acknowledge the efforts and contribution of its employees at all levels during the year and seek their continued commitment in the years to come.

Your Directors also would like to acknowledge the contribution of its parent, Preferred Brands International Inc. in the role of the marketing company in growing and developing the business in all international markets.

Finally, the Board places its appreciation for the confidence reposed on it by its customers, suppliers, investors, bankers and all other stakeholders that are its partners in growth.

For and on behalf of the Board of Directors

Date : May 16, 2017 Ashok Vasudevan

Place : Pune Chairman

---

Mar 31, 2015

The Members,

The Directors are pleased to present the Thirty-first Annual Report together with Audited Statement of Accounts for the year ended 31st March 2015.

1. KEY FINANCIAL HIGHTLIGHTS (Rs. Lacs except per share data)

Highlights FY 2014-15 FY 2013-14

Revenue from operations 17,815.72 14,592.29

Profit before Depreciation, Interest and Tax 2,614.59 1,192.90

Profit after tax 1,079.37 432.88

Earnings per share (Rs./share - Basic and diluted) 42.04 16.84

Net Cashflow from Operations 991.87 2,345.62

Net Fixed Assets 6,096.82 6,415.28

Long term borrowings (excluding current portion) 2,122.52 2,387.36

Appropriations

Dividend on Preference Shares 0.60 0.60

Dividend on Equity shares 25.66 25.66

Tax on Dividend 5.25 4.46

Profit/ (Loss) transferred to Balance Sheet 2,845.66 1,820.00

2. FINANCIAL PERFORMANCE & OPERATIONS :

Your Company grew at a healthy Y-O-Y rate of 22% to achieve revenues of over Rs. 178 Crore during the year by both the exports led Consumer Business and the India focused Tasty Bite Food Service ( TFS) business.

Tasty Bite continued to be a market leader in all its consumer markets in the US, Canada, Australia and New Zealand through the year. Steps are now being taken to increase our footprint also in Japan and the United Kingdom. The Consumer Business grew by 25% for the year, at Rs. 107.80 Crore against Rs. 86.33 Crore in the previous year.

TFS business comprising sale of products to leading Quick Service Restaurants (QSR's) and Institutional customers registered a growth of 15% with revenues of Rs. 58.70 Crore against Rs. 51.06 Crore in the previous year.

Profit after Tax for the year ended at Rs. 10.79 Crore against Rs. 4.32 Crore in FY 14.

3. DIVIDEND :

The Board of Directors at their meeting held on May 13, 2015 recommended a final dividend of Re. 1 per Equity share (10% on the face value of Rs. 10 each), subject to the approval of shareholders at the ensuing Annual General Meeting.

In addition to the above, the Company has provided for a preferential dividend of Rs. 59,530/- on its 59,530 1% Non Cumulative Non Convertible Redeemable Preference shares of Rs. 100/- each for the financial year 2014-15.

The total dividend payout would involve a cash outgo of Rs. 31.51 lacs including dividend tax of Rs. 5.25 lacs.

Upon declaration by the members at the ensuing Annual General Meeting, dividend shall be paid to those members, whose names appear on the Register of Members of the Company after effecting all valid share transfers in physical form lodged with the Company or its Registrar & Transfer Agents on or before Friday, 28 August 2015. In respect of shares held in dematerialised form, dividend will be paid on the basis of particulars of beneficial ownership furnished by Depositories as on the closing hours of business on Friday, 28 August 2015.

The Company has not carried forward any amount to general reserve or any other reserve in the financial year.

4. RESEARCH AND DEVELOPMENT :

Tasty Bite Research Centre (TBRC), located within the factory campus and the jewel in our crown continues to be a huge source of strength in being able to offer unique food solutions to all our consumers. In keeping with its mission, TBRC continues to focus towards being a centre of excellence in Product, Process and Ingredient innovation.

The Department of Science & Industrial Research (DSIR) of the Union Ministry of Science & Technology renewed its accredition to TBRC during the year.

New products developed at TBRC in the last 2 years contributed to 27% of the company's revenue.

5. ALLIANCE OF PARENT COMPANY WITH KAGOME CO LTD :

Preferred Brands International Inc (PBI), our parent company entered into a strategic global alliance with Kagome Co Ltd (Kagome), a leading Japanese food company on April 14, 2015. As per the transaction, Kagome would acquire a major stake in PBI. As on the date of this report, there are no changes in structure of the Company or the holding company. Under Regulation 3, 4, 5, 13 & 15 of SEBI (Substantial Acquisition of Shares and Takeover Code), Regulation 2011 Kagome is required to make an 'Open Tender Offer' to shareholders of the Company.

6. FINANCE :

Your Company continues to have stable long term and working capital funding in place. The management is pleased to inform that ICRA Limited has upgraded its previously assigned long term rating of ICRA BBB (pronounced as ICRA triple B) with a stable outlook to ICRA BBB (pronounced as ICRA triple B plus) with stable outlook and short term rating of ICRA A2 (pronounced as ICRA A two) to ICRA A2 (pronounced as ICRA A two plus).

Further, the Company has successfully pre-paid ECB-1 amounting to USD 1.3 Million availed from its parent, Preferred Brands International Inc. and ECB-3 amounting USD 4.0 Million availed from World Business Capital Inc, USA (WBC) during the year under report. As on March 31,2015, the Company has ECB-2 amounting to

USD 1 Million in its books and the Company continues to successfully repay as per schedule of USD 50,000 per quarter. Final payment of this ECB will be completed by December 2016.

During the year, Company availed a Foreign Currency Term Loan from Kotak Mahindra Bank Limited (Kotak) of Rs. 24.20 Crore, to repay ECB-3 to WBC. Kotak also took over the existing working capital facility from Axis Bank Ltd of Rs. 14.80 Crore. The Company continues its relationship with Ratnakar Bank Limited (RBL) for working capital requirements of Rs. 10.00 Crore.

Total long term borrowing (excluding current portion) stood at Rs. 21.22 Crore as of 31st March 2015 against Rs. 23.80 Crore as of 31st March 2014.

7. FIXED DEPOSITS :

The Company has not accepted or invited any deposits from the public during the year under review.

8. DELISTING OF EQUITY SHARES FROM REGIONAL STOCK EXCHANGES :

As reported last year, the Company had applied for delisting of its equity shares from Regional Stock Exchanges - The Calcutta Stock Exchange Limited (CSE) and The Delhi Stock Exchange Limited (DSE), and has successfully delisted its shares from CSE & DSE during the year on May 8, 2014 and October 8, 2014 respectively.

9. DIRECTORS :

Members in their General Meeting held on September 10, 2014 had appointed 3 independent directors namely Mr. K. P. Balasubramaniam, Dr. V S Arunachalam and Mr. Kavas Patel for a period of 5 years as Independent Directors. All independent directors have provided declaration stating their independence under the provisions of section 149(2) of Companies Act, 2013 and Clause 49 of the Listing Agreement.

In accordance with the provisions of the Companies Act, 2013 and Memorandum and Articles of Association of the Company, Mrs. Meera Vasudevan, retires by rotation at the ensuing Annual General Meeting, and being eligible, has offered herself for reappointment.

Mr. Sohel Shikari was appointed as an Alternate Director to Mrs. Meera Vasudevan during the year due to absence of Mrs. Meera Vasudevan from India.

- Board evaluation:

Pursuant to provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board carried out evaluation of its own performance, individual performance of the directors as well as the respective Committees. The manner of evaluation is mentioned in Corporate Governance Report.

- Remuneration & Evaluation Policy:

The Board on recommendation of Remuneration & Nomination Committee adopted 'Remuneration and Evaluation Policy' for selection, appointment and remuneration of Directors and Senior Management Personnel. Necessary diversity in the board was ensured. Detailed policy has been stated in Corporate Governance Report.

- Meetings:

There were six Board Meetings held during the financial year ended March 31,2015. These were held on May 8, 2014, August 14, 2014, November 10, 2014, December 19, 2014, February 11,2015 and March 25, 2015. The maximum interval between any two meetings was not more than 120 days. Details of these meetings have been stated in Corporate Governance Report.

Till the date of this report, none of the Directors or Key Managerial Personnel has joined or resigned from Company. None of directors are related to each other except Mr. & Mrs. Vasudevan (Husband & Wife).

10. EXTRACT OF ANNUAL RETURN :

The extract of Annual Return as provided under Section 92(3) in Form MGT - 9 is annexed herewith as "Annexure A".

11. DIRECTORS' RESPONSIBILITY STATEMENT :

Directors confirm that:

(a) in the preparation of the annual financial statements for year ended March 31,2015, applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(b) the directors 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 period;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the financial statements on a going concern basis;

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

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. CORPORATE GOVERNANCE :

Your Company places great significance to good Corporate Governance as an important step towards building investors' confidence, improve investors' protection and maximize long-term shareholders' value. Accordingly, it has taken adequate steps to ensure that the provisions of Corporate Governance as prescribed under the Listing Agreement with the Stock Exchange are complied with. A certificate from Practicing Company Secretary regarding compliance of conditions of Corporate Governance is in "Annexure B" to this Report. A detailed report on Corporate Governance forms a part of this Annual Report.

13. AUDITORS:

- Statutory Auditors :

M/s Kalyaniwalla & Mistry, Chartered Accountants, Pune, retire as the Auditors of the Company at the forthcoming Annual General Meeting and are eligible for re-appointment. The Directors recommend that M/s Kalyaniwalla & Mistry, Chartered Accountants, Pune, be re-appointed as the Company's Auditors to hold office until the conclusion of the next Annual General Meeting. The Company has received confirmation that their appointment, if made, will be in accordance of the provisions of Companies Act, 2013.

- Secretarial Auditor :

Pursuant to section 204 of the Companies Act, 2013, the Company has appointed Mr. Abhishek Jagdale, Company Secretary in Practice, Pune as Secretarial Auditor for FY 2015-16. Based on the Audit Committee recommendations, Board has approved the appointment of Secretarial Auditor for FY 2015-16. The Secretarial Audit Report is in "Annexure C" of this report.

14. 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.

15. AUDIT COMMITTEE :

In compliance with the provisions of Section 177 of the Companies Act, 2013, the Company has a duly constituted Audit Committee in place. 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.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS :

During the year under review, there is nothing to be reported under the heads loans, guarantees or investments covered under the provisions of Section 186 of the Companies Act, 2013.

During the year under review, the Company has neither issued any shares with differential voting rights nor issued sweat equity shares. Further, the Company did not grant any stock options during the year under review. As on March 31,2015, details of the shares or convertibles held by Directors in the Company are as under.

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 are as per "Annexure D."

19. RISK MANAGEMENT POLICY :

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 for Risk Mitigation' for the Company.

20. CORPORATE SOCIAL RESPONSIBILITY :

The Company has developed a policy and set up a Committee on 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.

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 net profits on the activities given under Schedule VII of the Companies Act, 2013 and CSR policy adopted by the Board of Directors. The Company was required to spend 2% of its net profits during the year under review. However, the Company wishes to identify the areas where the thrust shall be given and which are also in line with the corporate philosophy of the Company towards community at large. The Board is in the process of identifying thrust areas and it is committed towards the upliftment of the society and the stakeholders.

As per calculations, Company was required to spend Rs. 8.21 lakh in financial year 2014-15. However, no amount has been spent in financial year 2014-15 on CSR activities. This amount shall be carried forward to be spent in next financial year i.e. 2015-16, after due identification of areas by the Company.

The Board has agreed to spend the amount collectively in next financial year on CSR activities, after recommendation by the Corporate Social Responsibility Committee.

21. FORMAL EVALUATION OF PERFORMANCE OF THE BOARD OF DIRECTOTS, COMMITTEES AND INDIVIDUAL DIRECTORS :

The formal annual evaluation of performance of the Board of Directors, Chairman of Board, Committees and Individual Directors has been made by the Directors in their meeting dated March 25, 2015. The manner of such evaluation took place is mentioned in Corporate Governance Report.

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

During the year under review, the Company neither has a Subsidiary Company, Associate 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 Associate Company or a Joint Venture company are not required to be offered.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :

The particulars of contracts or arrangements with related parties in Form AOC - 2 are annexed herewith as "Annexure E". The Board hereby informs that the Company has duly complied with the Accounting Standard 18 related to transactions with related parties of the Company. Company has adopted policy on Related Party Transactions and same is posted on website of the Company (www.tastybite.co.in)

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 which would effect the going concern status and Company's future operations.

25. APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL :

1. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2014-15:

2. The percentage increase in remuneration of each director, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year; (Rs. in Lacs)

Name Designation Remuneration in Remuner -ation in Increase FY 2013-14 FY 2014-15 (in %)

Mr. Ravi Nigam Managing Director 58.57 # 60.77 ** 3.75% (Increase in salary was made w.e.f. January 1, 2015)

Mr. Sohel Shikari Chief Financial Officer 56.92 59.06 **3.75% (Increase in salary was made w.e.f. January 1,2015)

Ms. Minal Talwar Company Secretary 5.75 6.15 ***6.96%

Increase based on cost to company basis. # Remuneration excluding perquisite

** Salary for the period from April 2014-December 2014 as that of previous financial year.

***increment on proportionate basis (joined on September 2, 2013)

3. The number of permanent employees are 197 on the roll of Company as on March 31,2015.

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

5. During the year, increase in remuneration of Managing Director was approved by the Board on recommendation of Remuneration and Nomination Committee in February 11,2015 meeting at 15% p.a. (effective January 1, 2015 i.e. 3.75% for FY 2014-15) cost to company basis. The approved increase in salary is within the limit approved by the shareholders in General Meeting on September 10, 2014. Increase in salary is based on performance of the Company, general industry standard, contribution by MD in enhancement of performance of Company and various other factors considered appropriate by the Board and Remuneration Committee.

6. During the year, increase in remuneration of Chief Financial Officer was also approved by the Board on recommendation of Remuneration & Nomination Committee and also by the Audit Committee in its meeting held on February 11,2015 at 15% p.a. (effective January 1,2015 i.e. 3.75% for FY 2014-15) cost to company basis. Increase in salary is based on performance of the Company, general industry standard, contribution by CFO in enhancement of performance of Company and various other factors considered appropriate by the Board and Remuneration Committee. None of the employee receives remuneration higher than that of Managing Director (Managerial Personnel).

7. During the year increment was also made in salary of Company Secretary basis annual appraisal by the management on proportionate basis by 6.96% for FY 2014 (date of joining - September 2, 2013).

8. Average percentile increase in salaries of employees other than the managerial personnel in the last financial year was 19.03%. Percentile increase in the managerial remuneration in FY 2015 was 3.75%. Increase in remuneration of MD and CFO made in February 11,2015 meetings w.e.f. January 1,2015. Increase in salary of employees is based on performance of Company, general industry standard, contribution by employee in enhancement of performance of company and various other factors considered appropriate by the Management.

9. The Company does not have a variable pay compensation structure.

10. Statement of employees receiving remuneration under Section 197(12) of Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure F."

11. Variations in market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over/decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed companies:

Particulars Issued Closing Market Earnings Price Earnings Market capital price per share per share Ratio capitalization (in Rs)

As on 31.03.2014 2,566,000 238.95 16.84 14.19 613,145,700

As on 31.03.2015 2,566,000 605.00 42.04 14.39 1,552,430,000

Increase/ decrease NIL 366.05 25.20 0.2 939,284,300

% Increase/ Decrease NIL 153.19 149.64 1.41 153.19

The Company made Public Offering in February, 1987 of 7,50,000 equity shares at Rs. 10 each. The market quotation of the Equity shares of the Company as on March 31, 2015 was Rs. 605 for shares of face value of Rs. 10/- each, representing a increase of 5,950% over the period.

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

The Company during the period under review has not made investments in its own shares. The Company neither has any subsidiary company nor associate company in terms of the provisions of Companies Act, 2013 hence the comments are not required to be offered.

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

During the period under review, there were no pecuniary relationships or pecuniary transactions between the Company and its Non-Executive Directors.

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

Your Company is an equal opportunity employer and safety of all employees and all other persons while within the premises is of utmost importance to your Company. The Company has been practicing safety of women at workplace as part of its formally adopted Code of Conduct. In order to strengthen it and also in compliance to newly enacted Act for protection of women, your Company has formed Internal Complaints Committee and adopted "Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace". The Committee's mandate is to bring awareness about ensuring safe workplace for women; receive and take appropriate decision on complaints, if any.

The Committee as appointed by the Management consists:

- Ms. Anila Thomas- Presiding Officer

- Ms. Minal Talwar- Member

- Mr. Rajendra Jadhav- Member

- Ms. Suman Bhagwat - Member

- Mr. Kuldeep Joshi- Independent Member

No complaints have been received during the year.

29. INTERNAL CONTROL SYSTEMS

Your Company attaches significant importance on having proven internal control systems. The internal control structure has been designed to operate as a well synchronized system consisting of regular risk assessment and mitigation and monitoring by external set of auditors, both statutory auditors and internal auditors. Your Company has an elaborate system of identifying key business risks and taking mitigating steps.

Some significant aspects covered in the internal control framework include:

- End to end integration of ERP system across supply chain, manufacturing and sales processes;

- Review and approval of annual operative and capital expenditure budget and monthly monitoring of actual spends;

- Audit Committee finalizes the scope of the internal audit which is carried out by an experienced and respected firm of Chartered Accountants;

- Regular review of key business risks such as new product development, foreign exchange management, commodity inflation risk management, financial reporting.

30. HUMAN RESOURCE

During the year under review, the industrial relations of the Company continued to be cordial and peaceful. The Company signed 'Memorandum of Settlement' for 3 years period with the workers of the Company. Total personnel employed by the Company are 197 as on March 31,2015.

Your Company continues to have comfort of very cordial and productive relations with its workforce. Several programs, including "Direct communication of people with the MD" allow continuous communication with work force enabling a transparent and engaging work environment.

Each year your Company participates in the Great Place to Work survey - a survey jointly conducted by the Economic Times of India and Great Places to Work Institute, India. Such participation allows your Company to continuously refine its HR practices to be able to provide motivating and fulfilling work culture.

The management records its sincere appreciation of the efforts of all its employees.

31. QUALITY

The Company's stated mission for quality is to "rise beyond certifications". Consequently the company's own Quality Management system calls for higher standards than what is specified in various 3rd party certifications.

In keeping with Industry requirements, the Company continues to be certified for the following certifications:

- ISO-14001:2004 (Environmental Management Systems)

- OHSAS 18001:2007 (Occupational Health and Safety)

- ISO 22000 (Food Safety Management System)

- BRC v6 ( Global Standard for Food Safety)

- SQF code- 7.2 (Safe Quality Food)

- Organic

- Kosher

- Halal

The Company also adheres to the highest levels of compliance with CT-PAT (Customs Trade Partnership against Terrorism) standards, which gives the company an advantage for smooth exports to US, our most important market.

32. CAUTIONARY STATEMENT

Statements in Management Discussion and Analysis describing the Company's objectives, projections, estimates, expectations may be "forward looking statements" within the meaning of applicable securities law and regulations. Actual results may differ materially from those expressed or implied. Important factors that could make a difference to results include economic conditions affecting demand/ supply, price conditions in domestic and overseas markets in which the Company operates, competitive pressures in these markets, changes in government regulations, tax laws and other statutes and incidental factors.

33. ACKNOWLEDGEMENT

Your Directors acknowledge the efforts and contribution of its employees at all levels during the year and seek their continued commitment in the years to come.

Your Directors also would like to acknowledge the contribution of its parent, Preferred Brands International in the role of the marketing company in growing and developing the business in all international markets.

Finally, the Board places its appreciation for the confidence reposed on it by its customers, suppliers, investors, bankers and all other stakeholders that are its partners in growth.

For and on behalf of the Board of Directors

Date : May 13, 2015 Ashok Vasudevan

Place : Pune Chairman

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Mar 31, 2014

The Members,

The Directors are pleased in presenting the Thirtieth Annual Report together with Audited Statement of Accounts for the year ended 31st March 2014.

1. KEY FINANCIAL HIGHTLIGHTS (Rs. Lacs except per share data)

Highlights FY 2013-14 FY 2012-13

Revenue from operations 14,592.29 11,192.04

Profit before Depreciation, Interest and Tax 1,192.90 1,313.84

Profit after tax 432.88 632.56

Earnings per share (Rs./share - Basic and diluted) 16.84 24.62

Net Cashflow from Operations 2,345.62 (231.75)

Net Fixed Assets 6,415.28 4,413.86

Long term borrowings (excluding current portion) 2,387.36 2,911.03

Net worth 3,449.05 3,046.89

Net worth per share (Rs./share) 131.37 116.05 Appropriations

Dividend on Preference Shares 0.60 0.60

Dividend on Equity shares 25.66 25.66

Tax on Dividend 4.46 4.46

Profit/ (Loss) transferred to Balance Sheet 1,820.00 1,417.84

2. FINANCIAL PERFORMANCE & OPERATIONS

Tasty Bite registered a healthy 30.4% Year-On-Year (YOY) growth with revenues of Rs 145.92 registered in the year 2013-14. Both business verticals - Consumer Business and Food Service Business grew at a robust rate.

Consumer Business (CB) comprises of sales of Tasty Bite branded products as well as Private Label brands. Currently, Tasty Bite''s Consumer Business (CB) is entirely from exports to the US, Canada, Australia, New Zealand and the UK. CB revenues grew 20.3% for the year, to Rs. 86.33 Crores against Rs. 71.81 Crores last year.

Tasty Bite Food Service (TFS) business comprises sales of products to leading Quick Service Restaurants (QSR''s) as well as to the HORECA (Hotels, Restaurants and Catering) sector. While efforts are underway to build an exports initiative for TFS, our current revenues of TFS come entirely from the domestic market. The Company registered an impressive growth of 50.6% to record revenues of Rs. 51.06 Crores against Rs. 33.89 Crores last year. This was achieved by strengthening the product portfolio with existing cutomers, as well as acquisition of new customers. Tasty Bite is now established as the ''supplier of choice'' to leaders in the Indian Food Service Industry.

Despite good revenue growth, a higher material consumption on account of heavy commodity inflation and changed business mix (domestic : export ratio) in the current year resulted in PAT for the year being at Rs. 4.32 Crores - 2.9% against 5.7% during the previous year.

3. DIVIDEND

The Board of Directors is pleased to recommend a final dividend of Re. 1 per equity Share (10% on the face value of Rs. 10 each), subject to the approval of shareholders at the ensuing Annual General Meeting.

In addition to the above, the Company has provided for a Preference dividend of 1% aggregating to Rs. 59,530/- on its 59,530 1% Non Cumulative Non Convertible Redeemable Preference Shares of Rs. 100 each for the financial year 2013-14.

The total dividend payout would involve a cash outgo of Rs. 30.72 lacs including dividend tax of Rs. 4.26 lacs.

Upon declaration by the members at the ensuing Annual General Meeting, the dividend shall be paid to those members, whose names appear on the Register of Members of the Company after giving effect to all valid share transfers in physical form lodged with the Company or its Registrar & Transfer Agents on or before Friday, 29 August, 2014. In respect of shares held in dematerialised form, the dividend will be paid on the basis of particulars of beneficial ownership furnished by the Depositories as on the closing hours of business on Friday, 29 August, 2014.

4. RESEARCH AND DEVELOPMENT

The Company continues to attach high importance to its R&D capabilities. As a strategic enabler to robust business, The Tasty Bite Research Center (TBRC) is located within the campus as a separate unit. TBRC continues to provide innovative products, both for export and domestic markets. TBRC''s research in Product, Process and Ingredient innovation through a combination of in-house expertise and global collaboration ensures that in the area of "Natural, Convenient and Specialty Foods" Tasty Bite is able to provide highest levels of "Great taste, Good value and Real Convenience" to its customers across the world.

5. FINANCE

Your Company continues to have stable long term funding and working capital funding in place.

Total long term borrowing (excluding current portion) stood at Rs. 23.80 Crores as on 31st March 2014 against Rs. 29.10 Crores as on 31st March 2013.

The Company continues to successfully honour repayment of ECBs as per agreed repayment schedule. As on March 31, 2014, the Company has completed 4 out of 8 quarterly repayment installments for ECB 1 amounting to US$ 0.65 Million. Balance US$ 0.65 Million shall be repaid by March 31, 2015. Likewise, 9 out of 20 installments have already been paid for ECB 2 amounting to US$ 0.45 Million. Balance US$ 0.55 Million shall be repaid by December 31, 2016.

The Company continues its relationship with Axis Bank Limited (Axis) and Ratnakar Bank Limited (RBL) for its working capital requirements of Rs. 15 crore and Rs. 2.5 crore respectively.

The Company has been regular in honouring all financial commitments with respect to its lenders.

During the year, interest on ECB 3 obtained from World Business Capital, USA got charged to the P&L Account for part of the year as a result of commercial commencement of new capital expenditure at the end of December 2013. In the previous year, this expenditure was part of capital costs, being pre-commencement costs.

ICRA Ltd. assigned long term rating of ICRA BBB (pronounced as ICRA triple B) with a stable outlook and short term rating as ICRA A2 (pronounced as ICRA A two) to the Company.

6. CAPITAL EXPENDITURE

The Company has successfully completed its largest capital expenditure program involving capacity expansion for its frozen and sauces businesses. These are state-of-the-art, Hygienic Class 1 manufacturing facilities that will result in availability of sophisticated manufacturing for value added products. Total addition to the Gross Block stood at Rs. 32.93 Crores during the year. Total Net fixed assets as of 31st March 2014 stood at Rs. 64.15 Crores against Rs. 44.14 Crores as of 31st March 2013.

7. FIXED DEPOSITS

The Company has not accepted or invited any deposits from the public during the year under review.

8. DIRECTORS

Mr. Ashok Vasudevan, retires by rotation at the ensuing Annual General Meeting, and being eligible, has offered himself for reappointment.

In compliance with the Companies Act, 2013, the following appointments of Independent Directors are placed before the Members of the Company proposing candidature of each of them for the office of Director.

- Mr. K. P. Balasubramaniam, Dr. V S Arunachalam and Mr. Kavas Patel for a term of five years from date of forthcoming AGM.

The information of these Directors as stipulated is given in the Notice.

Mr. Sohel Shikari has been appointed as Alternate Director to Mrs. Meera Vasudevan during the year due to the absence of Mrs. Meera Vasudevan from India.

9. CORPORATE GOVERNANCE

Your Company places great significance to good Corporate Governance as an important step towards building investors'' confidence and maximization of long-term shareholders'' value. Accordingly, it has taken adequate steps to ensure that all provisions of Corporate Governance as prescribed under the Listing Agreement with the Stock Exchange are complied with.

A detailed report on Corporate Governance forms a part of this Annual Report. Your company has also obtained a certificate from practicing Company Secretary regarding compliance of conditions of Corporate Governance and is annexed as Annexure A to this Report.

10. DELISTING OF EQUITY SHARES FROM REGIONAL STOCK EXCHANGES

In view of the fact that there has been no trading at any Regional Stock Exchange of Company''s shares, your Company has applied for delisting of its equity shares from The Calcutta Stock Exchange Limited and The Delhi Stock Exchange Limited during the year.

Your Company has provided related documents to these Regional Stock Exchanges for delisting. The process of delisting is expected to be completed smoothly.

11. STATUTORY AUDITORS

M/s. Kalyaniwalla & Mistry, Chartered Accountants, Pune, retire as the Auditors of the Company at the forthcoming Annual General Meeting and are eligible for re-appointment. The Directors recommend that M/s. Kalyaniwalla & Mistry, Chartered Accountants, Pune, be re-appointed as the Company''s Auditors to hold

office until the conclusion of the next Annual General Meeting. The Company has received confirmation that their appointment, if made, will be in accordance with provisions of the Companies Act, 2013

12. COST AUDITOR

M/s. A. J. Paranjape & Company, Cost Auditors, Pune were appointed as Cost Auditors for FY 2014-15. Based on the Audit Committee recommendation, Board has approved the re-appointment of the firm for FY 2014-15, subject to ratification of their remuneration by the Members in forthcoming AGM.

13. SECRETARIAL AUDITOR

Mr. J N Mavji, Practicing Company Secretary, Pune is appointed as Secretarial Auditor for FY 2014-15. Based on the Audit Committee recommendation, Board has approved the appointment of Secretarial Auditor for FY 2014-15.

14. MANAGERIAL REMUNERATION FOR THE YEAR 2013-14

As referred in the Independent Auditor''s Report, the Company has sought approval of the Central Government for excess remuneration paid to the Managing Director for the year 2013-14 vide SRN C11217536 dated July 18, 2014. The remuneration was paid as per the approval accorded by the members in their meeting held on September 5, 2011. However, during the year, since the profits, as computed as per the Companies Act was inadequate, the overall remuneration exceeded the limit previously approved by the Central Government.

15. BORROWING & CREATION OF SECURITY

Approval of Members through Postal Ballot was obtained on February 2, 2012 for borrowing and creation of charges upto Rs. 75 crore to meet the working capital and capital expenditure requirements of the Company.

Pursuant to provisions of Section 180 of the Companies Act, 2013, approval of Members is sought afresh by way of Special Resolutions.

16. DIRECTORS'' RESPONSIBILITY STATEMENT

Directors confirm:

(i) that in preparation of the accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(ii) that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give 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 the year under review;

(iii) that they have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that they have prepared the annual accounts for the financial year ended March 31, 2014 on a ''going concern'' basis.

J. RELATED PARTY TRANSCATIONS

Note No 34 in Annual accounts sets out the nature of transactions with related parties. Transaction with related parties is carried out on arms length basis and details are tabled before Audit Committee. The transfer pricing is determined considering appropriate margin as prevalent in the industry.

K. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information in accordance with provisions of Sec 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in The Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, is given in the Annexure B forming part of this Report.

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

Your company places the highest levels of importance to people safety. Safety of all employees and all other persons while within the premises is of utmost importance to the Company. The Company has been practicing

safety of women at workplace as part of its formally adopted Code of Conduct. In order to strengthen it and also in compliance to newly enacted Act for protection of women, your Company has formed Internal Complaints Committee. The Committee''s mandate is to bring awareness about ensuring safe work place for women; receive and take appropriate decision on complaints, if any received from any woman. No complaints have been received during the year.

M. PERSONNEL

During the year under review, the industrial relations of the Company continued to be cordial and peaceful. Total personnel employed by the Company as on the date of this Report are 194 only.

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, is NIL.

N. ACKNOWLEDGEMENT

Your Directors acknowledge the efforts and contribution of its employees at all levels during the year and seek their continued commitment in the years to come.

Your Directors also would like to acknowledge the contribution of its parent, Preferred Brands International in the role of the marketing company in growing and developing the business in all international markets.

Finally, the Board places its appreciation for the confidence reposed on it by its customers, suppliers, investors, bankers and all other stakeholders that are its partners in growth.

For and on behalf of the Board of Directors

May 8, 2014 Ashok Vasudevan Pune Chairman

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Mar 31, 2013

To The Members,

The Directors are pleased in presenting the Twenty Ninth Annual Report together with Audited Statement of Accounts for the year ended 31st March 2013.

FINANCIAL RESULTS

(Rs. In lacs) Particulars Year Ended Year Ended March 31, 2013 March 31, 2012

Total Revenue 11,192.04 8,306.98*

Profit Before Depreciation, Interest & Tax 1,313.84 568.76

Interest 105.41 117.27

Depreciation 269.65 211.54

Profit (Loss) before Extraordinary Items 938.78 239.95

Extraordinary Item 8.37

Profit (Loss) before Tax 930.41 239.95

Provision for Taxation (291.97) (19.38)

Provision for Deferred Tax (5.88) (54.33)

Net Profit 632.56 166.24

Profit/(Deficit) in the statement of Profit & Loss 816.00 680.28 Appropriations

Dividend on Preference Shares 0.60 0.60

Dividend on Equity shares 25.66 25.66

Tax on Dividend 4.46 4.26

Profit/ (Loss) transferred to Balance Sheet 1,417.84 816.00



*amount regrouped

FINANCIAL PERFORMANCE & OPERATIONS

The year 2012-13 has been a landmark year for your company. Total revenues crossed the Rs. 100 Cr mark during the year increasing 35% over the previous year to close the year at Rs. 112 Cr.

At operations level, the turnover for FY 12-13 was Rs. 105.7 Cr as against Rs. 78.1 Cr in previous F Y, an increase of 35%. Revenues from both exports and domestic market rose significantly. Exports increased by 22% to reach Rs. 71.6 Cr whereas domestic turnover grew 75% to Rs. 33.9 Cr in the current financial year.

Also, the Company got the benefits of volume leverage and productivity improvement as a result of operating efficiencies realized in the second half of the year.

Better results are largely attributable to increase in domestic customers coupled with increased product range and better margins. On export front also, the Company benefitted on account of consistent margins during the year due to forex gains. The effect was well reflected in the profits after tax which increased to Rs. 6.3 Cr from Rs. 1.6 Cr in previous year.

The expansion work relating to the domestic business is going on in full swing and it is expected to commission in the first half of the ensuing financial year.

DIVIDEND

The Board of Directors at their meeting held on May 8, 2013, recommended a final dividend of Re. 1 per equity Share (10% on the face value of Rs. 10 each), subject to the approval of shareholders at the ensuing AGM.

In addition to the above, the Company has provided for a Preference dividend of 1% aggregating to Rs. 59,530/- on its 59,530 1% Non Cumulative Non Convertible Redeemable Preference Shares of Rs. 100 each for the financial year 2012-13.

The total dividend payout would involve a cash outgo of Rs. 30.72 lacs including tax on dividend being borne by the Company.

Upon declaration by the members at the ensuing Annual General Meeting, the dividend shall be paid to those members, whose names appear on the Register of Members of the Company after giving effect to all valid share transfers in physical form lodged with the Company or its Registrar & Transfer Agents on or before Friday, 30 August, 2013. In respect of shares held in dematerialised form, the dividend will be paid on the basis of particulars of beneficial ownership furnished by the Depositories as on the closing hours of business on Friday, 30 August, 2013.

FINANCE

The Company continues its relationship with Axis Bank Limited (Axis) for its working capital requirements of Rs. 13 Cr. including LER limits of Rs. 3.5 Cr.

During the year, the Company availed credit facilities of Rs. 2.5 Cr from Ratnakar Bank Limited on account of closure of its facilities with Citibank N.A. (''Citibank''). Subsequently, the charge created on the assets of the Company in favour of Citibank has been satisfied on April 1, 2013.

During the year under review, the Company received approval from Reserve Bank of India to avail External Commercial Borrowing (ECB) of US$4.0 million from Worldbusiness Capital Inc., US to fund the expansion of its manufacturing facilities. As on March 31, 2013, the Company has fully drawn down the same.

As on March 31, 2013, the Company has completed repayment of five installments of USD 50,000 each towards the External Commercial Borrowing of USD 1 mn to its holding company Preferred Brands International Inc. Also, the Term Loan availed from Axis Bank Ltd., has been repaid in full during the year.

ICRA Ltd. assigned long term rating of ICRA BBB (pronounced as ICRA triple B) with a stable outlook and short term rating as ICRA A2 (pronounced as ICRA A two) to Rs. 25 Cr credit line of the Company.

FIXED DEPOSITS

The Company has not accepted or invited any deposits from the public during the year under review.

DIRECTORS

Mrs. Meera Vasudevan and Mr. K P Balasubramaniam, retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for reappointment.

The information of these Directors retiring by rotation at the ensuing Annual General Meeting as stipulated under Clause 49 of the listing agreement is given in the Notice.

Mr. Sohel Shikari has been appointed as Alternate Director to Mrs. Meera Vasudevan during the year due to the absence of Mrs. Meera Vasudevan from India.

CORPORATE GOVERNANCE

Your Company places great significance to good Corporate Governance as an important step towards building investors'' confidence, improve investors'' protection and maximize long-term shareholders'' value. Accordingly, it has taken adequate steps to ensure that the provisions of Corporate Governance as prescribed under the Listing Agreement with the Stock Exchange are complied with.

A detailed report on Corporate Governance forms a part of this Annual Report. Your Company has also obtained a certificate from Practicing Company Secretary regarding compliance of conditions of Corporate Governance and is annexed as Annexure A to this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Directors confirm:

(i) that in preparation of the accounts for the financial year ended March 31, 2013, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(ii) that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review;

(iii) that they have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that they have prepared the annual accounts for the financial year ended March 31, 2013 on a ''going concern'' basis.

AUDITORS

M/s Kalyaniwalla & Mistry, Chartered Accountants, Pune, retire as the Auditors of the Company at the forthcoming Annual General Meeting and are eligible for re-appointment. The Directors recommend that M/s Kalyaniwalla & Mistry, Chartered Accountants, Pune, be re-appointed as the Company''s Auditors to hold office until the conclusion of the next Annual General Meeting. The Company has received confirmation that their appointment, if made, will be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information in accordance with provisions of Sec 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in The Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, is given in the Annexure B forming part of this Report.

PERSONNEL

During the year under review, the industrial relations of the Company continued to be cordial and peaceful.

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, is NIL.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the confidence reposed and continued support extended by the customers, suppliers and shareholders as well as the bankers to the Company.

Your Directors also place on record their deep sense of appreciation for the efforts and contribution of the executives, staff and workers of the company during 2012-13.

BY ORDER OF THE BOARD OF DIRECTORS OF TASTY BITE EATABLES LIMITED

Date:May 8, 2013 Ashok Vasudevan

Place: Pune Chairman

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Mar 31, 2012

The Directors are pleased in presenting the Twenty Eighth Annual Report together with Audited Statement of Accounts for the year ended 31st March 2012.

FINANCIAL RESULTS (Rs. In lacs)

Particulars Year Ended Year Ended March 31, 2012 March 31, 2011

Total Revenue 8301.72 8286.61

Profit Before Depreciation, Interest & Tax 568.76 569.11

Interest 117.27 92.98

Depreciation 211.54 167.62

Profit (Loss) before Tax 239.95 308.51

Provision for Taxation (19.38) (103.12)

Provision for Deferred Tax (54.33) (16.61)

Net Profit 166.24 188.78

Profit/(Deficit) in the statement of Profit & Loss 680.28 522.02

Appropriations

Dividend on Preference Shares 0.60 0.60

Dividend on Equity shares 25.66 25.66

Tax on Dividend 4.26 4.26

Profit/ (Loss) transferred to Balance Sheet 816.00 680.28

FINANCIAL PERFORMANCE & OPERATIONS

On an overall basis, your Company had increased revenues from operations by 1.77% from Rs. 76.96 Cr to Rs. 78.32 Cr. The export revenues have reduced slightly from Rs. 59.76 Cr to Rs. 58.85 Cr, showing a slight reduction of 1.5%; whereas domestic revenues grew from Rs. 17.06 Cr to Rs. 19.29 Cr, an increase of 13.07%. The reduction in the export revenue was on account of lower inventory norms at Preferred Brands International Inc., USA, the parent company which impacted shipments from the Company in the first half of 2011-12.

Cost of goods sold as a percentage to Revenues from operations reduced by 4% compared to the previous year mainly due to lower cost of goods sold and high revenue realization attributable to favourable exchange rate. Also, the Company got the benefits of operating efficiencies as a result of the capex implementation and various productivity improvement initiatives. Operating margins for 2011-12 were higher at 10% of revenues compared to 6% in the previous year.

Profit after tax has reduced as compared to last year mainly on account of foreign exchange losses booked due to mark-to-market adjustment of USD denominated borrowings and expiry of certain hedged forex positions during the year. These losses have offset the gains on exports made on account of the stronger dollar.

The Company intends to expand its manufacturing assets related to its sauces and frozen products business and has initiated a capital expansion for the same. This USD 6.6 Mn expansion is expected to be completed by December 2012.

The Department of Scientific and Industrial Research Centre (DSIR), Ministry of Science and Technology, Government of India has recognized Tasty Bite Research Centre as an 'In-house R&D facility' w.e.f. June 21, 2011.

DIVIDEND

The Board of Directors at their meeting held on May 30, 2012, have recommended a final dividend of Re. 1 per Equity Share (10% on the face value of Rs. 10 each) for the financial year 2011-2012.

In addition to the above, the Company has provided for a Preference dividend of 1% aggregating to Rs. 59,530/- on its 59,530 1% Non Cumulative Non Convertible Redeemable Preference Shares of Rs. 100 each for the financial year 2011-12.

The dividend payment would involve a cash outgo of Rs. 30.52 lacs including tax on dividend being borne by the Company.

Upon declaration by the members at the 28th Annual General Meeting, the dividend shall be paid to those members, whose names appear on the Register of Members of the Company after giving effect to all valid share transfers in physical form lodged with the Company or its Registrar & Transfer Agents on or before Friday, 31 August, 2012. In respect of shares held in dematerialised form, the dividend will be paid on the basis of particulars of beneficial ownership furnished by the Depositories as on the closing hours of business on Friday, 31 August, 2012.

FINANCE

The Company obtained consent of its shareholders by Postal Ballot for borrowing up to Rs. 75 Crores and for providing security up to Rs. 75 Crores, the results of which were declared on February 2, 2012.

The Company is utilizing increased Loan Equivalent Risk (LER) limits with Axis Bank Limited to the tune of Rs 3 Cr, which earlier was a part of its Cash Credit Limit. This step was taken as a risk mitigating measure in order to cover the forex exposure of the Company towards its imports & export liability arising out of high volatility in forex.

The Company has partly availed Term Loan of Rs. 7.75 Cr from Axis Bank Limited, Pune. As on March 31, 2012, Rs. 1.39 Cr is outstanding. The Company has utilized internal accruals for funding the capital expansion program.

The first installment of USD 50,000 towards repayment of External Commercial Borrowing of USD 1 Mn has started from end of March 2012. The repayment of the Term Loan availed from Axis Bank Ltd., has also started from May 2011.

The Company has applied to Reserve Bank of India to avail External Commercial Borrowing from World Business Capital Inc., US to fund the expansion of its facilities catering to domestic market. Required approval is awaited.

ICRA Ltd. assigned long term rating of LBBB (pronounced as L triple B) with a stable outlook and short term rating as A2 (pronounced as A two) to Rs. 25 Cr credit line of the Company (including unallocated / proposed limit of Rs. 8.25 Crore) vide their letter dated May 10, 2011.

FIXED DEPOSITS

The Company has not accepted or invited any deposits from the public during the year under review.

DIRECTORS

Mr. Ashok Vasudevan and Mr. Kavas Patel, retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for reappointment.

The information of these Directors retiring by rotation at the ensuing Annual General Meeting as stipulated under Clause 49 of the listing agreement is given in Notice.

Mr. Sohel Shikari has been appointed as Alternate Director to Mrs. Meera Vasudevan on September 7, 2011 and January 24, 2012 during the absence of Mrs. Meera Vasudevan from India.

CORPORATE GOVERNANCE

Your Company places great emphasis on good Corporate Governance as an important step towards building investors' confidence, improve investors' protection and maximize long-term shareholders' value. Accordingly, it has taken adequate steps to ensure that the provisions of Corporate Governance as prescribed under the Listing Agreement with the Stock Exchange are complied with.

A detailed report on Corporate Governance forms a part of this Annual Report. Your Company has also obtained a certificate from Practicing Company Secretary regarding compliance of conditions of Corporate Governance and is annexed as Annexure A to this report.

DIRECTORS' RESPONSIBILITY STATEMENT

Directors confirm:

(i) that in preparation of the accounts for the financial year ended March 31, 2012, the applicable accounting standards have been followed Along with proper explanation relating to material departures;

(ii) that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give 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 the year under review;

(iii) that they have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that they have prepared the annual accounts for the financial year ended March 31, 2012 on a 'going concern' basis.

AUDITORS

M/s Kalyaniwalla & Mistry, Chartered Accountants, Pune, retire as the Auditors of the Company at the forthcoming Annual General Meeting and are eligible for re-appointment. The Directors recommend that M/s Kalyaniwalla & Mistry, Chartered Accountants, Pune, be re-appointed as the Company's Auditors to hold office until the conclusion of the next Annual General Meeting. The Company has received confirmation that their appointment, if made, will be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956.

AUDITORS' REPORT

The Directors wish to state that the observations referred in Point no. 4 of the Auditors' Report for the year ended on March 31, 2012 and Point no. 17 of the Annexure to the Auditors' Report are self explanatory and therefore do not call for further comments or elaboration.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information in accordance with provisions of Sec 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, is given in the Annexure B forming part of this Report.

PERSONNEL

During the year under review, the industrial relations of the Company continued to be cordial and peaceful. Three year wage settlement has been signed with the Union.

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, is NIL.

IMPLEMENTATION OF "GREEN INITIATIVES IN CORPORATE GOVERNANCE"

The Company has continued its endeavour of implantation of the 'Green Initiative' taken by the Ministry of Corporate Affairs to enable electronic delivery of notices/documents and annual reports to shareholders.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the confidence reposed and continued support extended by the customers, suppliers and shareholders as well as the bankers to the Company.

Your Directors also place on record their deep sense of appreciation for the efforts and contribution of the executives, staff and workers of the company during 2011-12.

BY ORDER OF THE BOARD OF DIRECTORS

OF TASTY BITE EATABLES LIMITED

Date : May 30, 2012 Ravi Nigam Sohel Shikari

Place : Pune Managing Director Alternate Director

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Mar 31, 2011

To The Members,

The Directors are pleased in presenting the Twenty Seventh Annual Report together with Audited Statement of Accounts for the year ended March 31, 2011.

FINANCIAL RESULTS (Rs. In lacs)

Particulars Year Ended Year Ended March 31, 2011 March 31, 2010

Total Revenue 8185.35 7244.14

Operating Profit (loss) – PBDIT 540.66 1380.63

Interest 92.98 99.54

Depreciation 167.62 152.22

Profit (Loss) before Tax 280.06 1128.87

Provision for Taxation 103.12 395.09

Provision for Deferred Tax 16.61 36.68

Prior Period Income/ (Expenses) 28.45 (0.21)

Net Profit 188.78 696.89

Profit/(Deficit) Carried Forward 522.02 (144.25)

Appropriations

Dividend on Prefe -rence Shares 0.60 0.60

Dividend on Equity shares 25.66 25.66

Tax on Dividend 4.26 4.36

Profit/ (Loss) trans -ferred to Balance Sheet 680.28 522.02

FINANCIAL PERFORMANCE & OPERATIONS

The export revenues grew from Rs. 56.56 Cr to Rs. 59.76 Cr, showing a modest increase of 5.7%; whereas domestic revenues grew from Rs. 10.78 Cr to Rs. 17.06 Cr, an increase of 58%. On an overall basis, your Company had increased revenues by 13% from Rs. 72.44 Cr to Rs. 81.85 Cr. The volume growth in Sales was 22.71% as compared to the previous year.

The above results will have to be considered in the backdrop of volatile commodity inflation, weakening of the USD vis a vis INR (as compared to FY 2009-10) and overall inflation in food prices. The Company continues to focus on mix of aggressive cost reduction measures, commodity hedging measures through forward contracts and foreign exchange contracts to offset volatility in foreign exchange rates.

The Company continues to focus on growth in the export market as well as being "preferred processed food supplier" in domestic market. Accordingly, the Company has built additional capacity which has resulted in increase in processed food capacity to approx. 100,000 meals per day. The capacity expansion project is expected to complete by the end of Q2 FY 2011-12 which will additionally increase the throughput time in the overall production process.

The TBRC (Tasty Bite Research Centre) is the "Jewel in the crown" and your Company prides in product innovation offering great taste, good value, and range of cuisine. With increase in manufacturing complexities and broad based product portfolio, the Company has built a state-of-the-art R&D facility next to the manufacturing facility. This will ensure improved response to market, effective implementation of cost reduction programs and faster communication. Your Company has also applied to the Department of Science and Industrial Research (DSIR), Govt of India for recognition of the TBRC facility.

DIVIDEND

The Board of Directors at their meeting held on May 2, 2011, recommended a final dividend of Re. 1 per equity Share (10% on the face value of Rs. 10 each), subject to the approval of the shareholders at the ensuing AGM, for the financial year 2010-2011.

In addition to the above, the Director have recommended a Preference dividend of 1% aggregating to Rs. 59,530 on its 59,530 1% Non Cumulative Non Convertible Redeemable Preference Shares of Rs. 100 each for the financial year 2010-11.

The dividend payment would involve a cash outgo of Rs. 30.52 lacs including tax on dividend being borne by the Company.

Upon declaration by the members at the 27th Annual General Meeting, the dividend shall be paid to those members whose names appear on the Register of Members of the Company after giving effect to all valid share transfers in physical form lodged with the Company or its Registrar & Transfer Agents on or before Friday, August 26, 2011. In respect of shares held in dematerialised form, the dividend will be paid on the basis of particulars of beneficial ownership furnished by the Depositories as on the closing hours of business on Friday, August 26, 2011.

FINANCE

The Company has fully utilized the second External Commercial Borrowing of USD 1 Million availed from Preferred Brands International Inc., USA which has been utilized for the expansion program undertaken by your Company.

The Company has successfully negotiated an increase in working credit limits with Axis Bank Limited and Citibank N.A. to the tune of Rs 8.50 Cr through a judicious mix of pre and post shipment facilities.

Moreover, the Company has availed the Term Loan of Rs. 0.96 Crores from total sanctioned limit of Rs. 7.75 Crores from Axis Bank Limited, Pune. The Company has also utilized internal accruals for funding the capital expansion program.

The Company obtained consent of its shareholders by Postal Ballot for borrowing up to Rs. 50 Crores and for providing security up to Rs. 50 Crores, the results of which were declared on December 31, 2010.

FIXED DEPOSITS

The Company has not accepted or invited any deposits from the public during the year under review.

DIRECTORS

Mrs. Meera Vasudevan and Dr. V S Arunachalam, retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for reappointment.

The information of these Directors retiring by rotation at the ensuing Annual General Meeting as stipulated under Clause 49 of the listing agreement is given in the Notice.

The tenure of appointment of Mr. Ravi Nigam, Managing Director of the Company shall expire on July 19, 2011. The Board of Directors at their meeting held on May 2, 2011 re-appointed him as Managing Director for 5 years w.e.f. July 20, 2011. The appointment and remuneration is subject to approval by shareholders by way of special resolution as given in the notice.

Mr. Sohel Shikari has been appointed as Alternate Director to Mrs. Meera Vasudevan on September 28, 2010, February 14, 2011 and May 2, 2011 during the absence of Mrs. Meera Vasudevan from India. Detailed terms and conditions of his appointment for three years are given in the notice which are subject to approval by shareholder by way of special resolution.

CORPORATE GOVERNANCE

Your Company places great significance to good Corporate Governance as an important step towards building investors' confidence, improve their protection and maximize long-term shareholders' value. Accordingly, it has taken adequate steps to ensure that the provisions of Corporate Governance as prescribed under the Listing Agreement with the Stock Exchange are complied with.

A detailed report on Corporate Governance forms a part of this Annual Report. Your Company has also obtained a certificate from Practising Company Secretary regarding compliance of conditions of Corporate Governance and is annexed as Annexure A to this report.

DIRECTORS' RESPONSIBILITY STATEMENT

Directors confirm:

(i) that in preparation of the accounts for the financial year ended March 31, 2011, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(ii) that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give 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 the year under review;

(iii) that they have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that they have prepared the annual accounts for the financial year ended March 31, 2011 on a 'going concern' basis.

AUDITORS

M/s Kalyaniwalla & Mistry, Chartered Accountants, Pune, retire as the Auditors of the Company at the forthcoming Annual General Meeting and are eligible for re-appointment. The Directors recommend that M/s Kalyaniwalla & Mistry, Chartered Accountants, Pune, be re-appointed as the Company's Auditors to hold office until the conclusion of the next Annual General Meeting. The Company has received confirmation that their appointment, if made, will be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956.

AUDITORS' REPORT

The Directors wish to state that the observations referred in Point no. 4 of the Auditors' Report for the year ended on March 31, 2011 and Point no. 17 of the Annexure to the Auditors' Report are self explanatory and therefore do not call for further comments or elaboration.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information in accordance with provisions of Section 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in The Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, is given in the Annexure B forming part of this Report.

PERSONNEL

During the year under review, the industrial relations of the Company continued to be cordial and peaceful.

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, is NIL.

IMPLEMENTATION OF CIRCULAR ISSUED BY MINISTRY OF CORPORATE AFFAIRS ON "GREEN INITIATIVES IN CORPORATE GOVERNANCE"

The Company has implemented the 'Green Initiative' as per Circular No. 17/2011 dated April 21, 2011 and Circular No. 18/2011 dated April 29, 2011 issued by the Ministry of Corporate Affairs to enable electronic delivery of notices/documents and annual reports to shareholders.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the confidence reposed and continued support extended by the customers, suppliers and shareholders as well as the bankers to the Company.

Your Directors also place on record their deep sense of appreciation for the efforts and contribution of the executives, staff and workers of the Company during 2010-11.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF TASTY BITE EATABLES LIMITED



Date : May 2, 2011 Ravi Nigam Sohel Shikari Place : Pune Managing Director Alternate Director

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Mar 31, 2010

The Directors are pleased in presenting the Twenty Sixth Annual Report together with Audited Statement of Accounts for the year ended March 31, 2010.

FINANCIAL RESULTS

(Rs. In lacs)

Particulars Year Ended Year Ended

March 31, 2010 March 31, 2009

Total Revenue 7244.14 4632.70

Operating Profit (loss) - PBDIT 1380.63 429.19

Interest 99.54 97.46

Depreciation 152.22 99.36

Profit (Loss) before Tax 1128.87 232.37

Provision for Taxation (MAT Credit Entitlement) (395.09) (70.14)

Provision for Deferred Tax (36.68) (20.44) Prior Period Income/ (Expenses) (0.21) (0.76)

Net Profit 696.89 141.03

Profit/(Deficit) Carried Forward (144.25) (285.27)

Appropriations

Dividend on Preference Shares 0.60 -

Dividend on Equity shares 25.66 -

Tax on Dividend 4.36 -

Profit/ (Loss) transferred to Balance Sheet 522.02 141.03

OPERATIONS

Your Company increased revenues by 56.37% from Rs. 46.33 Cr to Rs. 72.44 Cr. The export revenues grew from Rs. 36.01 Cr to Rs. 56.56 Cr. an increase of 57.07%. The volume growth in Sales was 60.78% as compared to the previous year. The Company continues using foreign exchange forward contracts to hedge the exposure to movements in foreign exchange rates.

DIVIDEND

The Board of Directors at their meeting held on May 30, 2010, recommended a maiden dividend of Re. 1 per equity Share (10% on the face value of Rs. 10 each) , subject to the approval of shareholders at the ensuing AGM, for the financial year 2009-2010. The Equity dividend payment would involve a cash outgo of Rs. 25.66 lacs towards dividend and Rs. 4.26 lacs towards tax on dividend being borne by the Company.

In addition to the above, the Company has provided for a preference dividend of 1% aggregating Rs.59, 530/- on its 59,530 1% Non Cumulative Non Convertible Redeemable Preference Shares of Rs. 100 each for the financial year 2009-10.

Upon declaration by the members at the 26th Annual General Meeting, the dividend shall be paid to those members whose names appear on the Register of Members of the Company after giving effect to all valid share transfers in physical form lodged with the Company or its Registrar & Transfer Agents on or before Wednesday, September 8, 2010. In respect of shares held in dematerialised form, the dividend will be paid on the basis of particulars of beneficial ownership furnished by the Depositories as on the closing hours of business on Wednesday, September 8, 2010.

FIXED DEPOSITS

The Company has not accepted or invited any deposits from the public during the year under review.

DIRECTORS

tMr. Ashok Vasudevan and Mr. K.P. Balasubramaniam, who retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for reappointment.

CORPORATE GOVERNANCE

Your Company places great significance to good Corporate Governance as an important step towards building investors confidence, improve investors protection and maximize long-term shareholders value. Accordingly, it has taken adequate steps to ensure that the provisions of Corporate Governance as prescribed under the Listing Agreement with the Stock Exchange are complied with.

A detailed report on Corporate Governance forms a part of this Annual Report. Your Company has also obtained a certificate from Practicing Company Secretary regarding compliance of conditions of corporate governance and is annexed as Annexure A to this report.

DIRECTORS RESPONSIBILITY STATEMENT

Directors confirm:

(i) that in preparation of the accounts for the financial year ended March 31, 2010, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(ii) that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review;

(iii) that they have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that they have prepared the annual accounts for the financial year ended March 31, 2010 on a ‘going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion and Analysis Report is given as an addition to this report and forms part of it.

AUDITORS

M/s. Kalyaniwalla & Mistry, Chartered Accountants, Pune, retire as the Auditors of the Company at the forthcoming Annual General Meeting and are eligible for reappointment. The Directors recommend that M/s. Kalyaniwalla & Mistry, Chartered Accountants, Pune, be appointed as the Companys Auditors to hold office until the conclusion of the next Annual General Meeting. The Company has received confirmation that their appointment, if made, will be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information in accordance with provisions of Section 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, is given in the Annexure B forming part of this Report.

PERSONNEL

During the year under review, the industrial relations of the Company continued to be cordial and peaceful. The Company strives in its HR initiatives to be an engine for instituting value and performance driven culture.

The Company has come a long way in achievement of its mission statement through its continuous efforts and perseverance. The focus is on continuous learning and development to build on the capabilities of the employees. Your Company consistently organises employees training programmes which are right blend of classroom sessions and on-the-job training. This is done to balance the needs for training in behavioral, functional, managerial and leadership areas. The Company continues to maintain strong belief in all its employees who have played a vital role in the Companys transformation and gearing up for the future growth.

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, forms part of this report. However as per the provisions of Section 219(1)(b)(iv) of the Act, the Reports and Accounts being sent are excluding the statement containing the particulars provided under Section 217(2A) of the Act. Any member interested in obtaining such particulars may inspect the same at the Registered Office of the Company or write to the Company Secretary for a copy thereof.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the confidence reposed and continued support extended by the customers, suppliers and shareholders as well as the bankers to the Company.

Your Directors also place on record their deep sense of appreciation for the efforts and contribution of the executives, staff and workers of the Company during 2009 – 10.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

OF TASTY BITE EATABLES LIMITED

Date : May 30, 2010 Ashok Vasudevan

Place : Bengaluru Chairman