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Tasty Bite Eatables Ltd. — Proxy Solicitation & Information Statement 2025
Nov 25, 2025
61474_rns_2025-11-25_b7639520-5f62-40af-a873-4da6fe1290e1.pdf
Proxy Solicitation & Information Statement
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TBEL/SE/2025-26 25 November 2025
BSE Limited Corporate Relationship Department 1[st] Floor, New Trading Ring, Rotunda Bldg., P.J. Towers, Dalal Street, Mumbai- 400001 Scrip Code: 519091
National Stock Exchange of India Corporate Service Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai -400051 NSE Symbol: TASTYBITE
Sub: Postal Ballot Notice
Dear Sir / Madam,
Pursuant to the Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith the Postal Ballot Notice for seeking approval of the members for the matters specified below through voting by electronic means.
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Appointment of Mr. Hans Bakker (DIN: 11382557) as Non-Executive Non-Independent Director of the Company
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Approval of remuneration of Ms. Rama Kannan (DIN: 08005849) as Non-executive, Independent Director of the Company
The Notice is being sent to all the Members, whose names appear in the Register of Members / list of Beneficial Owners as received from National Securities Depository Limited and Central Depository Services (India) Limited and whose email IDs are registered with the Company / Depositories as on Friday, 21[st] November 2025.
Members holding shares in physical mode and who have not updated their email addresses with the Company are requested to update their email addresses as per the instructions given in the enclosed Notice.
The e-voting period will commence from Wednesday, 26[th] November 2025, at 9.00 a.m. (IST) and will end on Thursday, 25[th ] December 2025, at 5.00 p.m. (IST)
This Postal Ballot Notice will also be available on the Company’s website at https://www.tastybite.co.in/investors.
You are requested to kindly take the above on record. Thanking you,
Yours faithfully, For Tasty Bite Eatables Limited
VIMAL Digitally signed by VIMAL TANK Date: TANK 2025.11.25 16:56:28 +05'30'
Vimal Tank Company Secretary
Encl: As above
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NOTICE OF POSTAL BALLOT
Notice is hereby given to Members of Tasty Bite Eatables Limited ("the Company") pursuant to Section 108 and Section 110 of the Companies Act, 2013 ("the Act") read with Rule 20 and Rule 22 of Companies (Management and Administration) Rules, 2014, as amended from time to time ("Companies Rules") read with the General Circular Nos. 14/2020 dated 8 April 2020, 17/2020 dated 13 April 2020, 20/2020 dated May 5, 2020, 22/2020 dated 15 June 2020, 33/2020 dated 28 September 2020, 39/2020 dated 31 December 2020, 10/2021 dated 23 June 2021, 20/2021 dated 8 December 2021, 03/2022 dated 5 May, 2022, 11/2022 dated 28 December, 2022 and General Circular No. 09/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs ("MCA Circulars"), and Securities and Exchange Board of India (SEBI) Circular No. SEBI/ HO/ CFD/ PoD2/ P/ CIR/ 2023/ 4 dated January 5, 2023 and SEBI/HO/CFD/CFD-PoD2/P/CIR/2023/167 dated October 07, 2023 and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations"), Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India and other applicable provisions of the Act, Rules, Circulars and Notifications issued thereunder (including any statutory modifications or re-enactment thereof for the time being in force and as amended from time to time), that the ordinary resolutions as set out in this Postal Ballot Notice is proposed for consideration by the Members of the Company for passing by means of Postal Ballot by voting through electronic means only ("remote e-voting"):
Special Business:
1. Appointment of Mr. Hans Bakker (DIN: 11382557) as Non-Executive Non-Independent Director of the Company:
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 152, 161 and other applicable provisions, if any, of the Companies Act, 2013, the Companies (Appointment and Qualification of Directors) Rules, 2014 and any other applicable rules made thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any amendment, modification, variation or re-enactment thereof and the Articles of Association of the Company, Mr. Hans Bakker (DIN: 11382557), be and is hereby appointed as a Non-Executive Non-independent Director of the Company effective from 14 November 2025, liable to retire by rotation.
RESOLVED FURTHER THAT the Board and Key Managerial Personnel be and are hereby severally authorized to do all such acts, deeds, matters and things as may be deemed necessary, desirable, proper or expedient for the purpose of giving effect to the resolution.”
2. Approval of remuneration of Ms. Rama Kannan (DIN: 08005849) as Non-executive, Independent Director of the Company:
To consider, and if thought fit, to pass the following resolution as a Special Resolution:
"RESOLVED THAT pursuant to Sections 149, 197, 198, Schedule V and such other provisions as may be applicable of the Companies Act, 2013, and Rules framed thereunder, Regulation 17 and other applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“SEBI Listing Regulations”), which shall include statutory modification(s) or re-enactment(s) thereof in accordance with relevant provisions of the Articles of
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Association of the Company, the consent of the members of the Company be and is hereby accorded for payment of remuneration of INR 10,00,000 (Rupees Ten lakhs ) per annum (payable quarterly) to Ms. Rama Kannan, as Non-executive, Independent Director with the effect from October 1 , 2025, till the date of this meeting be and is hereby approved .
RESOLVED FURTHER THAT subject to other applicable provisions, the aforesaid remuneration be considered as the minimum remuneration, notwithstanding that the Company may make losses or inadequate profits during the tenure of Ms. Rama Kannan as Non-executive, Independent Director of the Company.
RESOLVED FURTHER THAT the Board of Directors or a duly constituted Committee thereof be and is hereby authorized to take all such steps as may be necessary, proper or expedient, to give effect to this resolution.
Notes:
- The Explanatory Statements and reasons for the proposed Resolutions pursuant to Section 102 read with Section 110 of the Act setting out material facts are appended herein below.
National Stock Exchange of India Limited ("NSE") at www.bseindia.com and www.nseindia.com respectively, and on the website of KFin Technologies Limited at https://evoting.kfintech.com/public/Downloads .aspx
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The Notice is being sent to all the Members, whose names appear in the Register of Members / List of Beneficial Owners as received from the National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL") as on Friday, 21[st] November 2025. The Members whose names appear in the Register of Members/ List of Beneficial Owners as on Friday, 21[st] November, 2025, being the cut-off date are entitled to vote on the Resolution set forth in this Notice. A person who is not a member as on the cut-off date should treat this Notice of Postal Ballot for information purpose only.
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In compliance with the MCA Circulars, the Notice is being sent by electronic mode alone to those Members whose names appear in the Register of Members/ List of Beneficial Owners maintained by the Company/ Depositories on Friday,21[st] November 2025, ("cut-off date") and whose e-mail IDs are registered with the Company / Depositories. For Members who have not registered their e- mail IDs, please follow the instructions given under Note No. 11 & Note No. 16(B).
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In compliance with provisions of Section 108 and Section 110 and other applicable provisions, of the Act read with the Companies Rules, the Company is pleased to offer e-voting facility to all the Members of the Company. For this purpose, the Company has appointed KFin Technologies Limited to provide an e-voting facility to enable the Members to cast their votes electronically.
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Members may please note that the Postal Ballot Notice will also be available on the Company's website at www.tastybite.co.in, websites of the Stock Exchanges i.e. BSE Limited ("BSE") and
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The voting rights of Members shall be in proportion to their shares of the paid-up equity share capital of the Company as on Friday, 21[st] November, 2025, being the cut-off date fixed for the purpose.
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10.The voting period will commence from Wednesday, 26[th] November, 2025, IST at 9.00 a.m. and end on Thursday, 25[th] December, 2025, IST at 5.00 p.m. The e-voting module shall be disabled by KFin for voting thereafter. Once a vote on the resolution is casted by the Member, no change will be allowed subsequently. Please read the instructions given in the Notice thoroughly before exercising your vote.
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11.Members holding shares in physical mode and who have not updated their email addresses with the Company are requested to update their email addresses by writing to the company at [email protected] along with the copy of the signed request letter mentioning the name and address of the Member, self-attested copy of the PAN card and self-attested copy of any document (eg. Driving License, Election Identity Card,
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Passport) in support of the address of the Member. Members holding shares dematerialized mode are requested to register/ update their e-mail addresses with the relevant Depository Participants. In case of any queries / difficulties in registering the e-mail address, Members may write to [email protected]
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The Scrutinizer will submit his report to the Chairman, or in his absence, the Company Secretary of the Company, duly authorized by the Chairman, after completion of the scrutiny and the results of the e-voting will be announced on or before Saturday, 27[th] December, 2025. The Resolution if passed by requisite majority shall be deemed to have been passed on Thursday, 25[th] December, 2025, being the last date specified by the Company for e-voting.
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The declared results along with the report of the scrutinizer shall be available to BSE and NSE.
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The results of the Postal Ballot and shall be uploaded on the website of the Company i.e. www.tastybite.co.in. and the website of KFin i.e. https://evoting.kfintech.com/public/Downloa ds.aspx
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In case of shares held by companies, trusts, societies, etc., the copy of relevant Board Resolution/ Authority Letter duly certified / attested by Authorised Signatory(ies) shall be sent to the Scrutinizer by email through its registered email address [email protected] with a copy marked to [email protected]
16. The instructions for Members for e-voting
are:
(A) In case a member receives an email from KFin:
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i. Launch internet browser by typing the URL: https://evoting.kfintech.com.
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ii. Enter the login credentials (i.e. User ID and password as mentioned in email).
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In case of physical folio, User ID will be EVEN (E-Voting Event Number) followed by folio number.
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In case of Demat account, User ID will be your DP ID followed by Client ID.
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However, if you are already registered with KFin for E-voting, you can use your existing User ID and password for casting your vote.
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iii. After entering these details appropriately, click on "LOGIN".
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iv. You will now reach password change menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A- Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.). The system will prompt you to change your password and update your contact details like mobile number, email ID etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.
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v. You need to login again with the new credentials.
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vi. On successful login, the system will prompt you to select the "EVENT of TASTY BITE EATABLES LTD "
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vii. On the voting page, enter the number of shares (which represents the number of votes) as on the cut-off date i.e. Friday, 21[th] November, 2025 under "FOR/ AGAINST" or alternatively, you may partially enter any number in "FOR" and partially "AGAINST" but the total number in "FOR/ AGAINST" taken together shall not exceed your total shareholding as mentioned herein above. You may also choose the option ABSTAIN. If the member does not indicate either "FOR" or "AGAINST"
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it will be treated as "ABSTAIN" and the shares held will not be counted under either head.
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viii. Members holding multiple folios/ demat accounts shall follow the voting process separately for each folio/ demat accounts.
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ix. Voting has to be done for each item of the notice separately. In case you do not desire to cast your vote on any specific item, it will be treated as abstained.
along with Postal Ballot Forms and prepaid business envelope will not be sent to the members for this Postal Ballot. Accordingly, the communication of the assent or dissent of the members would take place through the remote e-voting system only. Therefore, those members who have not yet registered their email address are requested to get their email addresses registered by following the procedure given below:
Members holding shares in physical form:
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x. You may then cast your vote by selecting an appropriate option and click on "Submit".
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xi. A confirmation box will be displayed. Click "OK" to confirm else "CANCEL" to modify. Once you have voted on the resolution(s), you will not be allowed to modify your vote. During the voting period i.e. Wednesday, 26[th] November, 2025 to Thursday, 25[th] December, 2025 members can login any number of times till they have voted on the resolution(s).
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xii. Corporate/ Institutional members (i.e. other than Individuals, HUF, NRI etc.) are also required to send scanned certified true copy (PDF Format) of the Board Resolution/ Authority Letter etc., together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer at email [email protected] with a copy marked to [email protected]. The scanned image of the above-mentioned documents should be in the naming format "Tasty Bite Eatables Limited Event No . 9326
Members holding shares in physical mode, who have not registered/ updated their email addresses with the RTA, are requested to register/ update the same by clicking on https://ris.kfintech.com/clientservices/mobile req/mobileemailreq.aspx or by writing to the RTA with details of folio number and attaching a self-attested copy of PAN card at [email protected].
Members holding shares in electronic mode
Members are required to register their e-mail address with their respective Depositary Participant "DPs" to receive all communications from the Company electronically.
After due verification, KFIN will forward your login credentials to your registered email address.
After registration of e-mail address members would be required to follow steps 16 (A) (i) to (xii).
- Members can also temporarily update their email address and mobile number with KFIN, by complying with the procedure given below:
(B) In case of members who have not registered their email address with the Company/ Depository Participant(s):
On account of threat posed by COVID-19 and in terms of the MCA Circulars, the Company will send Postal Ballot Notice in electronic form only and hard copy of Postal Ballot Notice
(i)Visit the link https://ris.kfintech.com/clientservices/ mobilereq/mobileemailreq.aspx
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(ii) Select the company name: Tasty Bite Eatables Limited
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(iii) Enter DP ID Client ID (in case shares are held in electronic form)/Physical Folio No.
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(in case shares are held in physical form) and Permanent Account Number (PAN).
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(iv) In case shares are held in physical form, if PAN is not available in the records, please enter any one of the Share Certificate No. in respect of the shares held by you.
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(v) Enter the email address and mobile number.
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(vi) System will check the authenticity of the DP ID Client ID/Physical Folio No. and PAN/Certificate No., as the case may be and send the OTPs to the said mobile number and email address, for validation.
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(vii) Enter the OTPs received by SMS and Email to complete the validation process. (Please note that the OTPs will be valid for 5 minutes only).
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(viii) In case the shares are held in physical form and PAN is not available, the system will prompt you to upload the self-attested copy of your PAN.
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(ix) System will confirm the email address for the limited purpose of serving the Notice of the Postal Ballot and the e-voting instructions along with the User ID and Password.
Alternatively, Members may send an email request to [email protected] along with the scanned copy of their request letter duly
signed by the 1st shareholder, providing the email address, mobile number, self- attested copy of PAN or copy of the share certificate in case shares are held in physical form, to enable KFIN to temporarily register their email address and mobile number so as to enable the Company to issue the Notice of the Postal Ballot and the e- voting instructions along with the User ID and Password, through electronic mode.
However, Members holding shares in electronic form, will have to register their email address and mobile number with their DPs, to permanently update the said information.
In case of any queries, in this regard, Members are requested to write to [email protected] or [email protected] or contact KFIN at toll free number: 1800 3094 001.
- Information and Instructions for Remote e- voting by Individual Shareholders holding shares of the Company in Demat Mode:
As per the SEBI circular dated 9 December 2020 on e-voting facility provided by Listed Companies, Individual shareholders holding securities in Demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email id in their demat accounts in order to access e-voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:
| NSDL | CDSL |
|---|---|
| 1. User already registered for IDeAS facility: I. Type in the browser/ click on the following URL: https://eservices.nsdl.com II. Click on the “Beneficial Owner” icon under ‘IDeAS’ section. III. On the new page, enter User ID and Password. Post successful authentication, click on “Access to e- voting” IV. Click on company name or e-voting service provider and you will be re-directed to e-voting |
1. Existing user who have opted for Easi / Easiest I. Type in the browser/ click on the following URL: https://web.cdslindia.com/myeasitoken/home/login or URL:www.cdslindia.com II. Click on New System Myeasi III. Login with user id and password. IV. Option will be made available to reach e-voting page without any further authentication. |
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| service provider website for casting the vote during the remote e-voting period. 2. User not registered for IDeAS e-Services I. To register, type in browser/ click on link:https:// eservices.nsdl.com II. Select “Register Online for IDeAS” III. Proceed with completing the required fields. IV. After registration, please follow steps given above to cast your vote. 3. By visiting the e-voting website of NSDL I. Type in the browser/ click on the following URL: https:// www.evoting.nsdl.com/ II. Click on the icon “Login” which is available under ‘Shareholder/Member’ section. III. On the login page, enter User ID (i.e. 16-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. IV. Post successful authentication, you will be redirected to NSDL Depository site wherein you can see e-voting page. V. Click on company name or e-voting service provider name and you will be redirected to e-voting service provider website for casting your vote during the remote e-voting period. |
V. Click on e-voting service provider name to cast your vote. 2. User not registered for Easi/Easiest I. To register, type in browser/ click on link: https://web.cdslindia.com/myeasitoken/Registration/ Easi Registration II. Proceed with completing the required fields. III. After registration, please follow steps given above to cast your vote. 3. By visiting the e-voting website of CDSL I. Type in the browser/ click on the following URL: www.cdslindia.com II. Provide demat Account Number and PAN III. System will authenticate user by sending OTP on registered Mobile & Email as recorded in the demat Account. IV. After successful authentication, user will be provided links for the respective e-voting service provider where the e- Voting is in progress. |
|---|---|
Login method for remote e-Voting for shareholders other than Individual’s shareholders holding securities in demat mode and shareholders holding securities in physical mode is given below:
Members whose email IDs are registered with the Company/ Depository Participants (s), will receive an email from KFintech which will include details of E-Voting Event Number (EVEN), USER ID and password. They will have to follow the following process:
i. Launch internet browser by typing the URL: https://emeetings.kfintech.com/
- ii. Enter the login credentials (i.e. User ID and password). In case of physical folio, User ID will be EVEN (E - Voting Event Number) 7146, followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if you are already registered with KFintech for e-voting, you can use your existing User ID and password for casting the vote.
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iii. After entering these details appropriately, click on “LOGIN”.
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iv. You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A- Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.,). The system will prompt you to change your password and update your contact details like mobile number, email ID etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.
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v. You need to login again with the new credentials.
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vi. On successful login, the system will prompt you to select the event number for Tasty Bite Eatable Limited and click on “Submit”
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vii. On the voting page, enter the number of shares (which represents the number of votes) as on the Cut-off Date under “FOR/AGAINST” or alternatively, you may partially enter any number in “FOR” and partially “AGAINST” but the total number in “FOR/AGAINST” taken together shall not exceed your total shareholding as mentioned herein above. You may also choose the option ABSTAIN. If the Member does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under either head.
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viii. Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/ demat accounts.
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ix. Voting has to be done for each item of the notice separately. In case you do not desire to cast your vote on any specific item, it will be treated as abstained.
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x. You may then cast your vote by selecting an appropriate option and click on “Submit”.
xi. A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once you have voted on the resolution (s), you will not be allowed to modify your vote. During the voting period, Members can login any number of times till they have voted on the Resolution(s).
Individual Shareholders (holding securities in demat mode) login through their demat accounts/ website of depository participants.
You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/ CDSL for e-voting facility. Once login, you will be able to see e-voting option. Click on e-voting option and you will be redirected to NSDL/CDSL Depository site after successful authentication. Click on company name or e-voting service provider name and you will be redirected to e-voting service provider website for casting your vote during the remote e-voting period.
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Important note:
Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password options available on the websites of Depositories/ Depository Participants.
Members facing any technical issue – NSDL Members facing any technical issue – CDSL
Members facing any technical issue in login can contact Members facing any technical issue in login can contact NSDL helpdesk by sending a request at CDSL helpdesk by sending a request at [email protected] or call at toll free no.: 1800 1020 [email protected] or contact at 022990 and 1800 22 44 30 23058738 or 22-23058542-43.
- In case of any query and/ or grievance, in respect of voting by electronic means, members may refer to the Help & Frequently Asked Questions (FAQs) and E-voting user manual available at the download section of https://evoting.kfintech.com (KFin Website) or contact Mr. Sankara Gokavarapu, Manager (Unit: Tasty Bite Eatables Limited), KFin Technologies Limited, Karvy Selenium Building, Tower B, Plot No. 31 & 32, Gachibowli, Financial District, Nanakramguda, Hyderabad - 500 032. Tel. No.: +91 40 6716 2222; Toll Free No.:1800 309 4001; Fax No.: +91 40 2300 1153; E-mail: [email protected] for any further clarifications.
Members who do not have the User ID and Password for e-voting or have forgotten the User ID and Password may retrieve the same by following the e-voting instructions mentioned elsewhere in the Notice. Further, members can also use the OTP based login for logging into the e-voting system.
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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
Item No.1
ADDITIONAL DISCLOSURES PURSUANT TO REGULATION 36(3) OF SEBI LISTING REGULATIONS AND SS-2
The Board of Directors on recommendation of the Nomination and Remuneration Committee, in their meeting held 10 November 2025 appointed Mr. Hans Bakker (DIN: 11382557) as Additional Non-Executive and Non-Independent Director of the Company, effective from 14 November 2025 liable to retire by rotation.
Further, pursuant to Regulation 17 of Listing Regulations, the appointment of a Director on the Board of Directors shall be approved by the shareholders at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. Therefore, this resolution is being proposed to be passed by way of Postal Ballot.
The Company has received requisite consent and declarations from Mr. Hans Bakker in accordance with the provision of the Companies Act, 2013 (‘the Act’) and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. (‘SEBI Listing Regulations’) He is neither disqualified from being appointed as Director in terms of provisions of the Act nor debarred from being appointed to the office of Director by virtue of any order of SEBI or any such other authority.
Background and details as per Secretarial Standard 2 (SS-2) on General Meetings issued by the Institute of Company Secretaries of India and Regulation 36 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:
| DIN | 11382557 |
|---|---|
| Date of Birth & Age | 16 September 1979 |
| Date of first Appointment | 14 November 2025 |
| Background details / Nature of expertise in specific functional area / Brief resume |
Hans Bakker is the Regional General Manager Europe for Mars Food & Nutrition. With over two decades of experience at Mars, Hans has built a distinguished career marked by transformative leadership, a strong track record of driving growth and operational excellence, and a passion for fostering collaboration across teams and markets. Hans began his journey at Mars as a Management Trainee in 2003, progressing through a variety of demand roles across the business. In 2018, he was appointed General Manager of Mars Food Germany, where he led the business to three consecutive years of growth and margin improvement, delivering double- digit increases in sales and profitability, and achieving record market share and penetration. In 2021, Hans took on the role of Vice President, Global Transformation and Strategy Deployment for Food & Nutrition. In this capacity, he successfully led the transformation of Mars’ global Food & Nutrition business, driving growth and productivity initiatives across the segment. He also spearheaded the design and implementation of a global strategy deployment infrastructure, fundamentally enhancing performance management with a focus on transparency, discipline, and delivery of both short-term results and long- term transformation. |
| Disclosure of relationships between directors inter-se (incase of appointment of a director) |
NA |
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| Directorship in other listed companies and committee membership |
NIL |
|---|---|
| Shareholding of non-executive director in the Company |
NIL |
The Board of Directors recommends the resolution regarding appointment of Mr. Hans Bakker, as Non-Executive NonIndependent Director of the Company for consideration and approval of the Members of the Company by way of an Ordinary Resolution.
Item No.2
ADDITIONAL DISCLOSURES PURSUANT TO REGULATION 36(3) OF SEBI LISTING REGULATIONS AND SS-2
Ms. Rama Kannan has been serving as an Independent Director on the Board of Tasty Bite Eatables Limited (TBEL) since 2017. She currently chairs the Nomination and Remuneration Committee as well as the CSR Committee .In recognition of her continued contributions and leadership, in addition of sitting fees, The Nomination and Remuneration Committee recommended remuneration of INR 10,00,000 (Rupees Ten Lakhs) per annum payable on quarterly basis and sitting fees separately for meetings irrespective of adequacy of the profits or loss of the Company. The recommendation was approved by the Board of Directors at its meeting held on 10 November 2025. The payment of remuneration to Ms. Rama Kannan is subject to the approval of Members by way of a Special Resolution. In consideration of the duties and obligations undertaken by the Non-executive, Independent Director herein above, the Company shall pay her the remuneration as per the terms and conditions detailed in this explanatory statement w.f. 01 October 2025, subject to the approval of shareholders. Approval for remuneration shall however be taken in every financial year pursuant to Regulation 17 of Listing Regulations, if needed. The following key terms and conditions have been proposed to be applicable to Ms. Rama Kannan as Non- executive, Independent Director of the Company:
| No. | Particulars | Remarks |
|---|---|---|
| 1. | Fees / Remuneration | • INR 10,00,000 (Rupees Ten lakhs) per annum payable on quarterly basis. • Sitting fees for attending the Board or any other Committee meetings as approved by the Board. |
| 2. | Other Benefits & terms of appointment |
Reimbursement of expenses for all reasonable documented expenses that may be incurred in performing the role and for attending the meetings oftheBoard/ Committees thereof. |
The Board of Directors recommends the resolution regarding remuneration of Ms. Rama Kannan, as Non-Executive Independent Director of the Company, for consideration and approval of the Members of the Company by way of a Special Resolution.
Registered office:
201/202, Mayfair Tower, Wakdewadi, Shivajinagar, Pune 411 005, Indi
By Order of the Board of Directors Tasty Bite Eatables Limited
Vimal Tank
Place: Pune Company Secretary Date: 10/11/2025 Membership No. A22370
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