Tasty Bite Eatables Limited - Bombay Stock Exchange

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Tasty Bite Eatables Limited'1‘BEL/SE/2018-19August 24,BSE2018National StockExchange LimitedCorporate Services, Exchange Plaza,Bandra Kurla Complex, Bandra (13),Limited,Corporate Relationship Department,15‘ Floor, New Trading Ring,Rotunda Bldg, PJ. Towers,MumbaiDalal Street, Mumbai 400 001Scrip Code: 519091Scrip—400 051Code: TASTYBIT‘Dear Sir,Sub: Submission of Annual(Listing ObligationReportRegulation 34Requirements) Regulations, 2015for FY 2017—18and Disclosureasperof SEBIRegulation 34 of 81381 (Listing Obligation and Disclosure Requirements)Regulations, 2015, we hereby enclose the annual report for FY 2017-18, which has beenduly approved and adopted by the Members as per the provisions of Companies Act,2013 at the Annual General Meeting ol‘the Company held on August 9, 2018.Pursuant toThis is for your information and records.Thanking youFor Tasty BiteEatables Limitedr“Minal TalwarCompany SecretaryRegd. Off. : 201 / 202, Mayfair Tower, Wakdewadi, Shivajinagax, Pune 411 005,1ndia.Tel.: 91 20 3021 6000, 2553 1105 Fax: 91 20 3021 6048, E-mail 2 info@tastybite.comFactory : Gat No. 490, Bhandgaon, Pune Solapur Highway, Ta]. Daund, Dist. Pune 412214. Te1.: 91 2117 PN1985PLC037347

TastyBite AnnualReport Cover for Print.pdf17/5/185:00 PMTASTY BITE EATABLES LIMITED34th ANNUAL REPORT2017-18TASTY BITE EATABLES LIMITEDCMYCMMY34th ANNUAL REPORT 2017-18CYCMYKTASTY BITE EATABLES LIMITED.201-202, Mayfair Towers, Wakdewadi, Shivajinagar,Pune - 411 005, Maharashtra, INDIAwww.tastybite.inindidesign.in

‘Wholesome Mazaa for Everyone’is what we promise, and that’s whatwe deliver.The Indian concept of mazaa orenjoyment underlines every offeringwe make - indeed it’s the hallmark ofTasty Bite across the world.

Tasty Bite Annual Report for Print.pdf17/5/184:51 PMCONTENTS02 Corporate Information67 Corporate Governance Report05 Chairman's Message83 Independent Auditors' Report08 Wholesome Mazaa90 Balance Sheet10 Financial StatisticsPerformance & Key Trends91CMYCMMYCYCMYK12Product Range14 Work Place15Sustainability17NoticeStatement of Profit & Loss92 Cash Flow Statement95 Notes to Financial Statements155 Proxy Form157 Attendance Slip36 Directors' Report& ManagementDiscussion & Analysis34th ANNUALGENERAL MEETINGDate:Thursday, August 9, 2018Time:11:00 a.m.Venue: Hotel Sheraton Grand, RBM Road,Pune - 411 001

Tasty Bite Annual Report for Print.pdf27/5/184:51 PMTasty Bite Eatables LimitedCORPORATEINFORMATIONDirectorsCompany SecretaryMMr. Ashok VasudevanMs. Minal TalwarYChairmanCCMMYCYCMYKMr. Ravi NigamManaging DirectorMr. Masahiro SumitomoStatutory AuditorM/s. BSR Associates & LLPChartered Accountants, PuneDirector (Till Nov 2, 2017)Mr. Kavas PatelIndependent DirectorDr. V. S. ArunachalamInternal AuditorM/s. Suresh Surana & Associates LLPChartered Accountants, MumbaiIndependent Director (Till Mar 9, 2018)Mrs. Sucharita HegdeIndependent Director (Till Oct 9, 2017)Dr. Chengappa GanapatiIndependent Director (Appointed on Jan 17, 2018)Ms. Dawn AllenDirector (Appointed on Nov 14, 2017)Ms. Rama KannanIndependent Director (Appointed on Dec 22, 2017)Mr. Sohel ShikariAlternate Director(Alternate to Mr. Ashok Vasudevanand Chief Financial Officer)2Secretarial AuditorMr. Abhishek JagdalePracticing Company Secretary, Pune

Tasty Bite Annual Report for Print.pdf37/5/184:51 PM34th Annual Report 2017-18CMYCMMYCYCMYKRegistered OfficeRegistrar and Transfer Agent201-202, Mayfair Towers,Wakdewadi, Shivajinagar,Pune – 411 005, MaharashtraCIN: L15419PN1985PLC037347Tel No.: 020 3021 6000Fax No.: 020 3021 6035Website: www.tastybite.co.inEmail: info@tastybite.comM/s. Karvy Computershare Pvt. Ltd.FactoryBankersAt Post 490,Village – Bhandgaon,Taluka – Daund,Dist – Pune – 412 214Maharashtra RBL Bank Ltd Mizuho Bank Ltd MUFG Bank LtdKarvy Selenium,Tower B, Plot 31-32,Gachibowli, Financial District,Nanakramguda,Hyderabad – 500 032Tel No.: 040-67161528, 1800-345-4001Email ID: ramesh.desai@karvy.com3

Tasty Bite Annual Report for Print.pdf47/5/184:51 PMTasty Bite Eatables LimitedFounder MembersCMYCMMYFactoryFactoryQuality AssuranceR&D LabCYCMYKMISSIONSTATEMENTTo be a socially responsible company that will delight consumersby offering Great Taste, Good Value, and Real Convenienceachieved through manufacturing & marketing Natural, Convenient & Speciality Foodsin a Knowledge-driven, Energetic and Fun work environment4

Tasty Bite Annual Report for Print.pdf57/5/184:51 PM34th Annual Report 2017-18CHAIRMAN’SMESSAGEWe eat. Therefore we are. Our health, wellness, beliefs,family values and even our politics are deeplyinfluenced by the kinds of food we eat, produce we buy,and the manner in which we prepare them. Who weinvite home for dinner, what we cook for them,who we choose to go out with for a meal or how oftenwe choose to eat out, each reflects who we are aspeople. I call this our Food Life.CMYCMDear Shareholders,MYCYCMYKWelcome to a new beginning. The title of thisAnnual Report ‘‘Wholesome Mazaa” ushers inTasty Bite 3.0. The first phase of almost 15 yearswas during the incubation of the company and along period of existential challenge that lastedthrough 1998. The next phase started with theacquisition by Preferred Brands, the quickturnaround in 1999 and an uninterrupted periodof continuous and profitable growth. Tasty Bite3.0 represents a new beginning today.I am pleased to announce that in our presentavatar as a Mars, Incorporated subsidiary wecontinued along our well defined path ofaccelerated growth ending the year with recordrevenues and profits. I shall discuss highlights ofthis performance later in my message andseveral sections of this Annual Report will delvedeeper still.For now, lets talk Wholesome Mazaa.We eat. Therefore we are. Our health, wellness,beliefs, family values and even our politics aredeeply influenced by the kinds of food we eat,produce we buy, and the manner in which weprepare them. Who we invite home for dinner,what we cook for them, who we choose to goout with for a meal or how often we choose toeat out, each reflects who we are as people. I callthis our Food Life.Ancient cultures with long standing foodtraditions will find this instinctual. But meltingpot societies driven by standardization havefallen prey to food choices that combinelow-cost convenience with engineered taste(through non-food additives for instance). It isnow manifest that this path is neither cheap norconvenient resulting in soaring healthcare costsand lost workdays. This is not a Food Lifeconducive to wellness.The good news is, this is changing. Partly drivenby ‘Aspirationals’ a large group of adultconsumers that represent an enlightened crosssection of the Baby Boomers, Gen-Xers, andMillennials, companies are being forced torecalibrate their products, their messaging andindeed even their purpose. These Aspirationalsexpect convenience without compromise, adoptand demand sustainable practices, shop in style5

Tasty Bite Annual Report for Print.pdf67/5/184:51 PMTasty Bite Eatables Limitedyet seek value, choose fun but without theassociated guilt. At Tasty Bite we salute andcelebrate this consumer. This is consistent withour long-standing mission statement whosestated purpose is to build a socially responsibleorganization that will provide consumer delight.We now call it Wholesome Mazaa!You have often heard me refer to natural,convenient & Specialty Foods as megatrends.We rode and perhaps to some extent evenhelped drive these megatrends throughsustained innovation. We believe it is now timeto scale. The ability of your company to design,develop and manufacture great tasting productscombines well with Mars’ global reach andinfrastructure. Add to this our track record ofaccelerated growth and I believe we have aclear competitive advantage as we move intoour next phase.CMPerformance Highlights for 2017-18: Capacity expansion of the RTS andSauces section of the factory proceededon schedule and new plans are afoot forfurther expansionConsumer Business:Tasty Bite continued its market leadership inN.America with all three channels (Grocery, Cluband Private Label) experiencing robust growth.Entrees and Rice & Grains continued to showdouble-digit consumption growth inconventional, natural and Club stores across theregion. The overall consumer facing businessgrew more than 15 % over last year.Our record of uninterrupted growth sinceTasty Bite was launched in the US in 1994enters its 24th year. Between all our SKUsthe brand today is available in over 20,000large-scale supermarkets that representover 50% of all grocery stores in America.YCMMYCYCMYKFive years ago, in Fiscal 2013, I reported yourcompany had crossed 1 Billion in revenues forthe first time in its history. It took us 30 years toget there. In 2016, just 3 years later we got the2nd Billion. I am now delighted to announce thatjust 2 years later for the year ended March 2018,the company had revenues of 303 Crores up18% over last year and Profit after Tax of 26.5 Crores up 20%. All segments across the board including ourConsumer Business, Private Label and theTasty Bite Food Service (TFS) sawdouble-digit growth.While Revenue growth accelerated 18% to 303 Crores, EBIDTA at 54.4 crores grewfaster (18% of revenues) contributing to a20% growth in PBT of 41 crores up from 34 crores last year. Exports crossed 2 Billion for the first timegrowing 18% over last year. The Food Service industry, after a few yearsof stagnancy rebounded during the yearhelping TFS grow 16%, accounting for29% of revenues.6The company launched the Hot & Spicy range ofentrees during the year and extended the readyto eat organic rice & grains. Both these havebeen authorized in major chains and will be in fullnational distribution by the end of the year.Marketing got a major digital boost during theyear. Tasty Bite today has one of the largestsocial media presence in the natural foodsindustry and our E-Commerce businessgrew 60%, our fastest growing channelin the companyTFS Business:A series of factors including demonetization,regulatory hurdles, urban concentration by themultinational QSRs, a burgeoning domestic foodservice industry and a rapidly changingconsumer each contributed to stagnancy ofmost of the companies in the food servicesector these last few years.This year however, the industry seems to haveturned the corner with all major chains reportingan uptick in SSSG (same store sales growth),the bellwether index for the health of theQSR industry.

Tasty Bite Annual Report for Print.pdf77/5/184:51 PM34th Annual Report 2017-18The TFS business grew 16% in revenues overlast year and is set to accelerate further thisyear driven by continued differentiation in bothSauces and FFP (Frozen Formed Products). Thisinnovation has helped consolidate ourrelationship with key customers who are leadersin this industry and open new markets regionally.Consequently, we expect new channels andinternational expansion to be major growthdriver for the TFS business in the medium term.Sustainability:CYou might recall, a couple of years ago yourcompany adopted 12 of the 17 sustainabledevelopment goals that we thought wereimmediately relevant to us. We have madesignificant progress in each of them. In fact,our resolve has been further strengthened givenMar’s global commitment to sustainability.capacity has been doubled in less than2 years after commissioning.We remain committed to our guiding principleon sustainability: It is not sufficient to followsustainable practices only when they makebusiness sense. Our responsibility is to makebusiness sense out of sustainable practices.Three-Year Plan (2019-2021)and beyond:We recently concluded our corporate three-yearplan that seeks to accelerate growth andprofitability. This will involve significant capitalexpenditure for capacity enhancement andmodernization, expansion in a few select globalmarkets for both our Consumer and FoodService business, and a continued focus oninnovation with products that are necessarilynatural and preferably organic.MY CMToday 100% of the fuel we use in our boilersare sugarcane briquettes.In the long term, we are seeking to be: A household name in select global markets Synonymous with “Wholesome Mazaa” A brand of choice to the ‘Aspirationals’ The benchmark for sustainability in theFood IndustryMY CYCMYK The Tasty Bite Organic Farm enters its 2ndyear after certification and crop yields arealready comparable with conventionalfarming in the area, with significantly bettersoil health.The effluent treatment plant is in fulloperation and has ensured a zero waterwaste environment on campus. The Rainwater harvesting program is in its5th year and remarkably the water tablecontinues to rise. Even prior to the monsoonthis year the water table rose to 60-70 feet. Wind power continues to be an importantsource of energy and accounts for about14% of our total power consumption. We have begun work on solar powergeneration and should be seeing significantprogress during the year.We have set our sights high. The employees atTasty Bite, and our network of service providershave repeatedly proven to function well in thishigh-energy environment. We remaincommitted to driving a positive Food Life.I think we are ready for Tasty Bite 3.0.Thank youAshok VasudevanChairmanThe organic waste we generate increaseswith the scale of our business. But I ampleased to inform you that the biogas plant7

Tasty Bite Annual Report for Print.pdf87/5/184:51 PMTasty Bite Eatables LimitedC‘Wholesome Mazaa for Everyone’MYSince it was first launched in the US in1995, the Tasty Bite brand has stood forgreat taste, real convenience, and goodvalue. It has brought to customers arange of easily accessible culinaryexperiences that evoke nostalgia inthose far from home, and delight inthose trying a palate-pleasing newcuisine for the first time.CMMYCYCMYKThe Tasty Bite range of ready-to-eat andeasy-to-cook, all-natural products covers thegamut of Indian and Asian cuisines, andincludes a vast selection of entrees,ready-to-cook sauces, and organic rice andwhole grain preparations. Made from thechoicest ingredients at a state of the art facilityin Pune, the products contain no preservativesand are ‘designed’ by a team of chefs to balancedelicious taste with good nutritive values.Each product offers the consumer a wholesomeoption that is restaurant quality. All we’ve doneis eliminate all the tedious and oftentime-consuming preparation required to createan Indian or Asian meal from scratch. The‘Ready to Heat’ range can be served up in 60 to890 seconds, making it the perfect option forthose who lack the time or inclination to whip upa delicious meal after a long day. For those whoenjoy spending some time in the kitchen butdislike being overwhelmed by an array ofingredients and complicated cooking processes,the ‘Spice & Simmer’ sauces range is moresuitable. Competitively priced, Tasty Biteproducts are widely and easily available acrossthe US, Canada, Australia, New Zealand and UK.An increasing number of satisfied customers inthese countries have welcomed the opportunityto add the excitement and novelty of exoticcuisines to their daily meals with little or nodifference to their budget.In India the Tasty Bite Food Service (TFS)business reaches a staggering amount ofcustomers through the sauces and formedfrozen products it supplies to leaders in the foodservice industry. The country’s top QSR andHORECA brands rely on us to provide innovative,customized solutions in the vegetarian sauces,meals and frozen food categories. Our versatilerange of tomato based sauces, emulsion sauces,specialty sauces, savory fillings, curries andpastes, and mixed vegetable, plant protein,potato, cottage cheese and cheese basedfrozen products is what makes us the brandbehind every super brand! The TFS portfolio of

Tasty Bite Annual Report for Print.pdf97/5/184:51 h Annual Report 2017-18CMYKcutting edge technologies combined withdecades of experience and a soundunderstanding of customer preferences ensuresthat we are the first choice of the biggest namesin the business.The success of our TFS business in the hugelycompetitive and constantly evolving Indianmarket has also helped us expand globally.Our formed frozen products and ready-to-cookand eat sauces and entrees have now enteredthe overseas market in South East Asia,Middle East and Africa.‘‘Wholesome Mazaa forEveryone” is what wepromise, and that’s what wedeliver. The Indian concept ofmazaa or enjoymentunderlines every offering wemake - indeed it’s thehallmark of Tasty Bite acrossthe world.9

Tasty Bite Annual Report for Print.pdf107/5/184:51 PMTasty Bite Eatables LimitedFINANCIALHIGHLIGHTSPerformance & Key TrendsStatement of Proft and Loss2017-182016-172015-162014-152013-14Net Revenue303.1256.8208.8178.2145.9Gross Profit131.7108.785.371.553.7Operating Profit (Profit before Interest,Tax, Depreciation and Amortisation)54.445.834.326.111.9Profit Before Tax (PBT)41.034.224.616.56.3Profit After Tax (PAT)CH in Crore26.522.016.110.84.3Earnings Per Share of Face Value of H 10103.185.762.842.016.8Dividend Per Share of Face Value of H 145.86.37.36.24.5Balance SheetMYCash and Cash EquivalentsCMFixed Assets (Net)76.265.261.561.064.2MYNet Current Assets52.437.024.09.6(2.3)CYShare CapitalCMYEquity 11.6Others96.771.946.130.019.7Long Term .7%6.1%3.0%Fixed Assets Turnover Ratio4.03.93.42.92.3Current Ratio2.01.71.51.21.0Debt Equity 182016-172015-162014-152013-14TBEL Share Price on BSE(H per share of face value of H 10)7,463.24,658.51,690.5605.0239.0Market Capitalisation (H in Crore)1,915.11,195.4433.8155.261.3KRedeemable Preference SharesReserves and SurplusReserve for Premium of Preference Share CapitalKey RatiosEBITDA (% of Revenue)PAT/Revenue %Return on Capital EmployedOthers*Financial years 2016-17 & 2017-18 figures are as per IND-AS; other financial years figures are as per IGAAP.10

Tasty Bite Annual Report for Print.pdf117/5/184:51 PM34th Annual Report 017-18Operating and Other IncomeFIXED ASSETS (GROSS) in Crore191.2160.158.9107.8ExportsNET 13-14 in Crore30045.830REVENUE in Crore in 42014-152015-162016-17DEBT EQUITY 1402017-182014-152015-162016-17NET WORTH in Crore1.299.28800.9774.4460.840.850.82017-18 in 42014-152015-162016-172017-18*Financial years 2016-17 & 2017-18 figures are as per IND-AS; other financial years figures are as per IGAAP.11

Tasty Bite Annual Report for Print.pdf127/5/184:51 PMTasty Bite Eatables LimitedPRODUCT RANGEConsumer ProductsINDIANRANGECMYHOT & SPICYRANGECMMYCYCMYKORGANIC RICE & GRAINSRANGESPICE & SIMMERRANGE12

Tasty Bite Annual Report for Print.pdf137/5/184:51 PM34th Annual Report 2017-18Food Service ProductsCMYCMMYCYCMYK13

Tasty Bite Annual Report for Print.pdf147/5/184:51 PMTasty Bite Eatables LimitedWORK PLACEKnowledge-Driven Energetic & FunCMYCMMYCYCMYK14

Tasty Bite Annual Report for Print.pdf157/5/184:51 PM34th Annual Report 2017-18SUSTAINABILITYCommitment to our Eco SystemCMYCMMYCYCMYAs a long-standing member of the rapidlyevolving food industry, Tasty Bite is committedto sustainable manufacturing processes thatreflect its mission to utilize natural resources atevery stage. Conservation of water and energyis a priority and we use environment-friendlymethods to ensure that our production processremains among the cleanest and greenest inthe industry.With the aim to reduce our carbon footprint, wehave taken several initiatives to improve air, soiland water quality across our eco system.An ‘in-ground rain water harvesting’ systemhas been installed at our organic farm that hashelped to raise the ground water level. Simpletechniques such as crop rotation, use of naturalfertilisers and pest control methods, and greencomposting also help to improve yield in themost natural way possible. At the factorypremises, effluent water is fully treated andutilized for irrigation purposes in our farm.The Company uses alternative and renewablesources of energy such as wind and solar to asignificant extent. Last year we commissioneda bio-gas facility that now converts all organicwaste into electricity. This is used to power theeffluent treatment plant and the watertreatment plant. Steam for the boilers isgenerated using sugarcane briquettes.We purchase approximately 14% of ourelectricity from a wind generation company.By the end of 2018, the Company intends toinstall rooftop solar panels with a total capacityof 640 KWp. This will provide 10% of the currentpower that the Company consumes. Together,wind and solar energy sources will thus accountfor 24% of the Company’s power needs.Tasty Bite cares for the health of its consumers,the industry and the environment at large andthis shows in every activity we undertake.KEffluent Treatment PlantBhandgaon School BuildingSolar PowerBiogas PlantTraining on Organic Farming15

Tasty Bite Annual Report for Print.pdfCMYCMMYCYCMYK167/5/184:51 PM

34th Annual Report 2017-18NOTICENotice is hereby given that the thirty-fourth annual general meeting of the shareholders of Tasty Bite Eatables Limited willbe held on Thursday, 9th day of August, 2018 at 11.00 a.m. at Hotel Sheraton Grand Pune, RBM Road, Pune – 411 001 totransact the following business:ORDINARY BUSINESS:1.To receive, consider and adopt the audited financial statements of the Company for year ended March 31, 2018 andthe reports of the Board of Directors and the Auditors thereon.2.To declare dividend of Re. 1 per share on 59,530 1% Non-Cumulative, Non-Convertible Redeemable Preference sharesof Rs. 100/- each for the financial year 2017-18.3.To declare dividend of Rs. 2 per equity share on 25,66,000 equity shares of Rs. 10 each for the financial year 201718.4.To appoint a director in place of Mr. Ashok Vasudevan, who retires by rotation and being eligible offers himself for reappointment.SPECIAL BUSINESS:5.Regularization of Additional Director Ms. Dawn Allen:To consider and if thought fit, to pass the following Resolution as Ordinary Resolution:“RESOLVED THAT Ms. Dawn Allen (DIN 07983206), who was appointed as an additional director under non executivecategory with effect from November 14, 2017 on the Board of the Company in terms of Section 161 and 149 of theCompanies Act, 2013 (“Act”) and read with provisions of Article of Association of the Company and who holds suchoffice upto the date of ensuing Annual General Meeting, and in respect of whom a notice has been received from amember in writing, under Section 160 of the Act be and is hereby appointed as a director of the Company liable toretire by rotation.”6.Regularization of Additional Director Ms. Rama Kannan:To consider and if thought fit, to pass the following Resolution as Ordinary Resolution:“RESOLVED THAT Ms. Rama Kannan (DIN 08005849), who was appointed as an Additional Director under Independentcategory with effect from December 22, 2017 on the Board of the Company in terms of Section 161 and 149 of theCompanies Act, 2013 (“Act”) and read with provisions of Article of Association of the Company and who holds suchoffice upto the date of ensuing Annual General Meeting, and in respect of whom a notice has been received from amember in writing, under Section 160 of the Act be and is hereby appointed as a director of the Company.”7.Appointment of Ms. Rama Kannan as an Independent Director for a term of 5 years:To consider and if thought fit, to pass the following Resolution as Ordinary Resolution:“RESOLVED THAT pursuant to provisions of Section 149, 152 and other applicable provisions, if any, of the CompaniesAct, 2013 (“Act”) and the Rules framed thereunder, read with Schedule IV of the Act and any other applicable provisionsof the Act, Ms. Rama Kannan (DIN 08005849), a non executive director of the Company, who has submitted adeclaration that she meets the criteria for independence as provided in Section 149(6) of the Act, and who is eligiblefor appointment, be and is hereby appointed as Independent director of the Company for a term of 5 years effectivefrom August 9, 2018, not liable to retire by rotation.”8.Regularization of Additional Director Dr. Chengappa Ganapati:To consider and if thought fit, to pass the following Resolution as Ordinary Resolution:“RESOLVED THAT Dr. Chengappa Ganapati (DIN 06771287), who was appointed as an Additional Director underIndependent category with effect from January 17, 2018 on the Board of the Company in terms of Section 161 and 149of the Companies Act, 2013 (“Act”) and read with provisions of Article of Association of the Company and who holdssuch office upto the date of ensuing Annual General Meeting, and in respect of whom a notice has been received froma member in writing, under Section 160 of the Act be and is hereby appointed as a director of the Company.”17

Tasty Bite Eatables Limited9.Appointment of Dr. Chengappa Ganapati as an Independent Director for a term of 5 years:To consider and if thought fit, to pass the following Resolution as Ordinary Resolution:“RESOLVED THAT pursuant to provisions of Section 149, 152 and other applicable provisions, if any, of the CompaniesAct, 2013 (“Act”) and the Rules framed thereunder, read with Schedule IV of the Act and any other applicable provisionsof the Act, Dr. Chengappa Ganapati (DIN 06771287), a non executive director of the Company, who has submitted adeclaration that he meets the criteria for independence as provided in Section 149(6) of the Act, and who is eligible forappointment, be and is hereby appointed as Independent director of the Company for a term of 5 years effective fromAugust 9, 2018, not liable to retire by rotation.”10. Fixation of remuneration of Mr. Ravi Nigam as Managing Director for a period of 3 years:To consider and if thought fit, to pass the following Resolution as Special Resolution:“RESOLVED THAT pursuant to Sections 196, 197, 203 and such other provisions as may be applicable, if any, of theCompanies Act, 2013 (“Act”), which shall include any statutory modification(s) or re-enactment(s) thereof read withSchedule V of the Act and subject to the approval of the Central Government if necessary, the consent of the Companybe and is hereby accorded for fixation of remuneration of Mr. Ravi Nigam as Managing Director, for a period of 3years w.e.f. July 20, 2018 and upon such terms and conditions as are set out in the agreement entered into betweenthe Company and said Mr. Ravi Nigam, the terms of which are mentioned in the statement setting out material factsannexed herewith, be and is hereby specifically approved with liberty to the Board of Directors (hereinafter referredto as the “Board”, which term shall be deemed to include the Nomination and Remuneration Committee of the Boardof Directors) to add, alter and vary the terms and conditions of the said appointment and/or Agreement subject to therelevant provisions of the Act.RESOLVED FURTHER THAT subject to other applicable provisions, the aforesaid remuneration be considered as theminimum remuneration, notwithstanding that the Company may make losses or inadequate profits during the tenureof the Agreement for a period of 3 years with effect from July 20, 2018.RESOLVED FURTHER THAT the Board (including the Committees of Directors) be and is hereby authorized to do allsuch acts, deeds, matters and things and to execute any agreements, documents, instruments and writings as maybe required, with power to settle all questions, difficulties or doubts that may arise in regard to the said remunerationas it may in its sole discretion deem fit and to delegate all or any of its powers conferred herein to any director(s) and/or officer(s) of the Company to give effect to this resolution.”11. Approval for declassification of Promoter:To consider and if thought fit, to pass the following Resolution as Special Resolution:“RESOLVED THAT pursuant to the applicable provisions of Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations, 2015 (“LODR”) and any other laws and regulations as may be applicablefrom time to time (including any statutory modifications or re-enactments thereof for the time being in force), if any,the approval of the members be and is hereby accorded for: (a) the de-classification of the status of Kagome Co., Ltd.(“Kagome”) (holding nil shares of the Company) from the ‘promoter/ and promoter group’ shareholding of the Company(“Kagome De-classification”), and (b) for the application dated March 3, 2018 filed by the Company with BSE Ltd andNational Stock Exchange of India Limited (Stock Exchanges) under LODR in relation to the Kagome De-classification(“De-classification Application”).RESOLVED FURTHER THAT the any of directors or Key Managerial Personnel of the Company, be and are herebyauthorized to severally perform and execute all such acts, deeds, matters and things including but not limited to makingtimely intimation/filings to Stock Exchanges, and to execute all other documents required to be filed in connection withthe Kagome De-classification and De-classification Application, and to settle all such questions, difficulties or doubtswhatsoever which may arise and take all such steps and decisions in this regard to give full effect to the aforesaidresolution.”12. Revision in overall borrowing powers:To consider and, if thought fit, to pass with or without modification(s), the following Resolution as a

Tasty Bite Eatables Limited '1'BEL/SE/2018-19 August 24, 2018 BSE Limited, National Stock Exchange Limited Corporate Relationship Department, Corporate Services, Exchange Plaza, 15' Floor, New Trading Ring, Bandra Kurla Complex, Bandra (13), Rotunda Bldg, PJ. Towers, Mumbai — 400 051 Dalal Street, Mumbai 400 001 Scrip Code: TASTYBIT Scrip Code: 519091 'Dear Sir, Sub: Submission of .