Tasty Bite Eatables Limited has initiated a postal ballot process to seek shareholder approval for material related party transactions (RPTs) worth INR 8000 million for the financial year 2026-27. The company is also seeking ratification for transactions that exceeded approved limits in the previous year and a revision in remuneration for its Chairman, Mr. Rahul Bhatnagar. The e-voting period commences on June 4, 2026, and concludes on July 3, 2026.

Proposed Transactions for FY 2026-27

The Board of Directors has approved the proposal to enter into material related party transactions with three entities: Preferred Brands International Inc. (PBI), Mars Food UK Limited, and Mars Food US LLC. PBI is the holding company of Tasty Bite Eatables Limited, while Mars Food UK Limited and Mars Food US LLC are fellow subsidiaries. The transactions involve the sale of goods, services, and reimbursement of expenses.

The proposed transaction values represent 54.68% of the company’s annual consolidated turnover for PBI and Mars Food US LLC, and 36.45% for Mars Food UK Limited, based on FY 2025-26 figures. The Audit Committee has reviewed these transactions, and a fairness opinion from an independent external consulting firm confirms they are at arm’s length.

Post Facto Approval for FY 2025-26

Shareholders are also asked to grant post facto approval for transactions with Mars Food UK Limited during FY 2025-26. The aggregate value of these transactions reached INR 648.88 million, exceeding the materiality threshold of INR 554.41 million. The excess was attributed to unexpected demand for a recently innovated product range. The Audit Committee has reviewed and recommended these transactions for ratification, supported by a fairness opinion confirming arm’s length pricing.

Revision in Director Remuneration

The company proposes to revise the remuneration of Mr. Rahul Bhatnagar, Non-Executive Independent Director and Chairman, from INR 10 Lakh to INR 20 Lakh per annum, effective from June 1, 2026. This remuneration is payable quarterly and will be considered the minimum amount payable, irrespective of the company’s profit levels. The Nomination and Remuneration Committee and the Board have approved this revision, subject to shareholder consent via a Special Resolution.

Voting Details

The remote e-voting facility is provided by KFin Technologies Limited. Members registered as of May 29, 2026, are eligible to vote. The e-voting period runs from 9:00 a.m. IST on June 4, 2026, to 5:00 p.m. IST on July 3, 2026. The results of the postal ballot will be announced on or before July 5, 2026.

Tasty Bite Eatables reported a net profit of ₹353.02 million for the financial year ended March 31, 2026, representing a 38% increase from the previous year. Revenue from operations for the year stood at ₹5,716.22 million, remaining flat compared to ₹5,730.15 million in FY25. The Board of Directors has recommended a final dividend of ₹10 per equity share, a 100% payout, pending approval at the ensuing Annual General Meeting. The company achieved a significant milestone by fully repaying all borrowings, making it debt-free, while almost doubling its cash position compared to the previous year.

The company's profit before tax for the year rose to ₹475.49 million from ₹343.95 million in FY25. Total expenses for FY26 were reported at ₹5,236.20 million, compared to ₹5,386.20 million in the previous year. Earnings per share (EPS) for the year increased to ₹137.57 from ₹99.80 in the corresponding period last year. EBITDA for the year improved by 20% to ₹843.43 million, with margins expanding by 250 basis points to 14.8%.

Q4 Performance

On a quarterly basis, Tasty Bite's performance showed a mixed picture. Q4 net profit declined to ₹60.1 million from ₹62 million in the same period last year, while Q4 revenue came in at ₹1.2 billion compared to ₹1.34 billion year-on-year. However, Q4 EBITDA improved to ₹112 million from ₹110 million year-on-year, with EBITDA margins expanding to 9.55% from 8.2% in the corresponding period, reflecting improved operational efficiency despite lower revenue.

The following table summarises the key quarterly and annual financial metrics:

Business Performance

Revenue performance was mixed across segments. The PBI US Affiliate business declined by 40% to ₹1,424 million, primarily due to macroeconomic factors and US tariff-related challenges. This was offset by a 148% growth in the Non-PBI Mars Affiliates business, which reached ₹897 million, driven by successful new product launches. The core Food Service business grew by 18% to ₹1,963 million, marking its 10th consecutive quarter of growth. The Premier Foods business maintained steady growth of 6% to ₹1,191 million.

Strategic Initiatives

The company expanded its digital presence by launching Cheffin products on Zepto in March 2026, following the brand's establishment on Amazon in August 2025. Management highlighted that these platforms provide valuable customer insights to refine business strategy. The company focused on building operational capabilities by onboarding digital talent and partnering with specialized marketing agencies to support the growth of its Cheffin (B2C) and Tasty Bite EXCLUSIVE (B2B) brands.

Qualified Auditor Opinion

M/s. Kalyaniwalla & Mistry LLP, the statutory auditors, issued a modified opinion on the annual financial results. The qualification arises because the company did not obtain prior approval of the Audit Committee for related party transactions aggregating to ₹48.92 million with Mars Food UK Limited. Additionally, the company failed to secure prior shareholder approval for material related party transactions that exceeded the threshold specified in Schedule XII of the SEBI Listing Regulations by ₹94.47 million.

The company subsequently initiated a postal ballot on April 4, 2026, to seek post facto shareholder approval for these transactions. However, the resolution did not pass with the requisite majority. The company stated it plans to re-initiate the process to obtain ratification. Pending the final outcome, the auditors noted they are unable to comment on the possible consequential effects arising from these matters.