Grill Splendour Services Ltd Directors Report

To,

The Members,

Grill Splendour Services Limited

(Formerly Known as Grill Splendour Services Private Limited)

The Directors have pleasure in presenting the Seventh (7^th) Annual Report of the Company together with the Audited Financial Statements for the year ended March 31, 2026.

1. FINANCIAL PERFORMANCE: a. FINANCIAL RESULTS:

The Companys performance during the year ended March 31, 2026 as compared to the previous financial year, is summarized below: (Amount in Thousand)#

Particulars	For the financial year ended March 31, 2026	For the financial year ended March 31, 2025
Total Revenue	1,02,286	1,03,126
Less: Expenses	1,77,162	1,64,018
Profit / (Loss) before exceptional items and tax expenses	(74,876)	(60,892)
Less: Exceptional Items	48,712	-
Profit / (Loss) before tax	(1,23,588)	(60,892)
Less: Tax Expense
Current Tax (MAT)	-	-
Tax for Earlier Year	-	-
Deferred Tax	16,473	13,396
Profit / (Loss) after Tax	(1,07,115)	(47,495)

b. BUSINESS AND OPERATIONS:

BUSINESS

The Company is primarily engaged in the restaurant and caf? services and specialized in Cakes & Pastries, snacks, Chocolates and other food items. It operates through a chain of gourmet Bakery and Patisserie spread across Mumbai through 32 retail stores through centralized production facility also located in Mumbai. Out of these 32 retail stores, 4 stores are running under the franchisee model (franchisee owned, and company operated) and rest 28 stores are owned by the Company.

OPERATIONS

The Company, has during the financial year under review, earned total income of Rs. 1,02,286/- (in thousand) as compared to Rs. 1,03,126 (in thousand) in the previous financial year.

The Company has incurred total expenses of Rs. 1,77,162 (in thousand) in the current financial year as against Rs. 1,64,018/- (in thousand) in the previous financial year and incurred a net loss of Rs. 1,07,115 (in thousand), during the year under review as compared to net loss of Rs. 47,495 (in thousand) in the previous financial year.

c. CHANGE IN NATURE OF BUSINESS:

During the year under review, there was no change in the nature of business of the Company.

d. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

During the year under review, our Company did not have any Subsidiaries, Associate and Joint Venture Company. No Company has become or ceased as Subsidiary, Associate and Joint Venture, during the year under review.

e. DIVIDEND:

Considering the loss incurred in the current financial year and accumulated losses, our Directors have not recommended any dividend for the financial year under review.

f. TRANSFER TO RESERVES:

In view of loss incurred during the year under review, our Directors have not recommended transfer of any amount to reserves.

g. REVISION OF FINANCIAL STATEMENT:

During the year under review, there was no revision of the financial statements pertaining to previous financial years.

h. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Sections 73 and 74 of the Companies Act, 2013 (the Act) read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with Chapter V of the Act is not applicable.

i. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this Report.

j. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

An adequate internal control system commensurate with the nature of the Companys business and size and complexity of its operations are in place and has been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

k. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future.

l. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

No contracts or arrangements with related party were entered into by the Company pursuant to the provisions of Section 188 of the Companies Act, 2013 during the year under review. Accordingly, disclosure in Form AOC-2 is not required to be given.

m. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

Your Company has not granted any loans, provided any guarantees, made investment or provided securities with respect to the guarantee during the period under review covered under the provisions of Section 186 of the Companies Act, 2013.

n. SHARE CAPITAL:

During the year under review, the Company allotted 11,00,000 (Eleven Lakh) equity shares on rights exercised by the Warrant holder to convert it into equal number of equity shares.

Consequently, the paid-up Equity Share Capital of the Company as at March 31, 2026 stood at Rs. 6,30,82,000/-, (Rupees Six Crores Thirty Lakh Eighty-Two Thousand only) comprising 63,08,200 (Sixty-Three Lakh Eight Thousand Two Hundred) Equity Shares of Rs. 10/- each.

o. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013 read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 and hence no details w.r.t. the same are furnished.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL: a) Composition of Board:

As on March 31, 2026, the Board of the Company is duly constituted in accordance with the requirements of Section 149 of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations). Presently, the Board consist of 6 (Six) Directors comprising of 2 (Two) Executive Directors (including Woman Director), 1 (One) Non-Executive Director and 3 (Three) Independent Directors. The Chairperson of the Company is an Executive Director.

b) Retirement by rotation:

In accordance with the provisions of Section 152(6) of Act read with the Companies (Management and Administration) Rules, 2014, Mr. Vivek Vijaykumar Sood (DIN: 08220608), being longest in the office shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board of Directors, on the recommendation of Nomination and Remuneration Committee, recommends his appointment to the Members of the Company.

c) Changes in Key Managerial Personnel (KMP):

The details of changes in the Key Managerial Personnel of the Company, during the financial year under review are as under:

- Mr. Sumit Dangra resigned from the position of Company Secretary and Compliance Officer of the Company with effect from December 17, 2025;

- Ms. Nikita Jawar appointed as the Company Secretary and Compliance Officer of the Company with effect from March 16, 2026.

- Mr. Mandar Parkar, Chief Financial Officer of the Company, resigned from the position with effect from June 19, 2025; and

- Mr. Aditya Airen was appointed as the Chief Financial Officer of the Company with effect from December 17, 2025.

Further, Mr. Aditya Airen resigned from the position of Chief Financial Officer with effect from June 5, 2026.

d) DECLARATIONS BY INDEPENDENT DIRECTORS:

The Company has received declarations from Independent Directors under Section 149(7) of the Companies Act, 2013 confirming their independence vis-?-vis the Company as provided under Section 149(6) of the Companies Act, 2013.

3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND ITS POLICIES: a. BOARD MEETINGS:

The Board of Directors met 6 (Six) times, during the financial year ended March 31, 2026, in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

b. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2026, the Board of Directors hereby confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, wherever applicable;

b. such accounting policies have been selected and applied consistently and the Directors 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 as at March 31, 2026 and of the loss of the Company for the year ended on that date;

c. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

c. COMMITTEES:

The details of Committees of the Board are as under:

AUDIT COMMITTEE:

The composition of the Audit Committee is in conformity with the provisions of the Section 177 of the Companies Act, 2013, as amended from time to time.

The composition of the Audit Committee as on March 31, 2026 was as under:

Sr. No. Name	Category	Chairperson/ Member
1. Anil Kumar Safaya	Independent Director	Chairman
2. Ravi Ramesh Tharani	Independent Director	Member
3. Srinidhi V Rao	Executive Director	Member

NOMINATION AND REMUNERATION COMMITTEE:

The composition of the Nomination & Remuneration Committee is in conformity with the provisions of the Section 178 of the Companies Act, 2013 as amended from time to time.

The composition of the Committee as on March 31, 2026 was as under:

Sr. No. Name	Category	Chairperson/ Member
1. Ravi Ramesh Tharani	Independent Director	Chairman
2. Sunil Bhatia	Independent Director	Member
3. Vivek Sood	Non-Executive Director	Member

STAKEHOLDER RELATIONSHIP COMMITTEE

The composition of the Stakeholder Relationship Committee is in conformity with the provisions of the Section 178(5) of the Companies Act, 2013 as amended from time to time.

The composition of the Committee as on March 31, 2026 was as under:

Sr. No. Name	Category	Chairperson/ Member
1. Vivek Sood	Non- Executive Director	Chairman
2. Srinidhi V. Rao	Executive Director	Member
3. Sunil Bhatia	Independent Director	Member

OPERATION COMMITTEE:

The composition of the Committee as on March 31, 2026 was as under:

Sr. No. Name	Category	Chairperson/ Member
1. Mr. Srinidhi rao	Executive Director	Chairperson
2. Mrs. Vandana Srinidhi Rao	Executive Director	Member

d. POLICIES:

NOMINATION & REMUNERATION POLICY

The Board has in accordance with the provisions of Section 178(3) of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. The extract of the Policy approved and adopted by the Board is available on the website of the Company at www.birdys.in.

VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company have pursuant to the provisions of Section 177(10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed a Vigil Mechanism Policy for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

RISK MANAGEMENT POLICY:

The Board of Directors of the Company has designed Risk Management Policy/ procedure and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Companys businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making.

e. ANNUAL EVALUATION OF DIRECTORS, COMMITTEES AND BOARD:

The Board of Directors had carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Companies Act, 2013.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria as laid down by the Nomination and Remuneration Committee.

In a separate meeting of the Independent Directors, the performance of Non-Independent Directors, the Board as a whole and of the Chairperson was evaluated, taking into account the views of Executive Director and Non-Executive Directors.

Performance evaluation of both the Independent Directors was carried out by the entire Board, excluding the Independent Director being evaluated.

The Board Members have expressed their satisfaction over the evaluation process and the performance of the Board Members and the Committees.

f. INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Companys business and size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

g. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE

5 OF THE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this Report as Annexure-I.

In terms of Section 136(1) of the Companies Act, 2013, details of employees remuneration as required under provisions of Section 197 of the Companies Act, 2013 and rule 5(2) and rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available for inspection. Any member interested in obtaining a copy of the same may write to Company at ipo@birdys.in from their registered e-mail address..

4. AUDITORS AND REPORTS:

The matters related to Auditors and their Reports are as under:

a. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013, shareholders of the Company at the 5th Annual General Meeting had approved appointment of M/s Sen & Ray, Chartered Accountants, (Firm Registration Number: 0303047E) as the Statutory Auditors of the Company to hold office for a period of five years commencing from the conclusion of 5th Annual General Meeting up-to the conclusion of 10th Annual General Meeting of the Company. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

b. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED MARCH 31, 2026:

The Statutory Auditors have submitted Audit Reports with unmodified opinion on the Standalone Financial Statements of the Company for the year ended March 31, 2026. The Notes on the Financials Statement referred to in the Audit Report are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3)(f) of the Act.

c. SECRETARIAL AUDITORS:

The Board of Directors of the Company appointed M/s. Agrawal Mundra & Associates, Company Secretaries, to conduct Secretarial Audit for the Financial year 2025-26 & 2026-27.

The Secretarial Audit Report issued by M/s. Agrawal Mundra & Associates, Company Secretaries, Company Secretaries, for the Financial Year 2025-26 in Form MR-3 is annexed as "Annexure II" and forms a part of this Report.

d. FRAUD REPORTING:

During the year under review, no instances of material or serious fraud falling under Rule 13(1) of the Companies (Audit and Auditors) Rules, 2014, by officers or employees were reported by the Statutory Auditors during the course of the audit.

5. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are furnished as under:

a. EXTRACT OF ANNUAL RETURN:

The Annual Return in Form MGT-7 for the financial year ended March 31, 2026, made under the provisions of Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014 is available on Companys website at www.birdys.in

b. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO:

1. Conservation of Energy:

Conservation of energy is of utmost significance to the Company. Operations of the Company are not energy intensive. However, every effort is made to ensure optimum use of energy by using energy- efficient premises, processes and other equipments. Constant efforts are made through regular/ preventive maintenance and upkeep of existing electrical equipment to minimize breakdowns and loss of energy. The Company is continuously making efforts for induction of innovative technologies and techniques required for the business activities;

i. Steps taken by company for utilizing alternate sources of energy: NIL

ii. Capital investment on energy conservation equipments: NIL

2. Technology Absorption: NA

i. Major efforts made towards technology absorption: The Company has not entered into any technology agreement or collaborations.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution:

iii. Information regarding imported technology (Imported during last three years): The Company has not imported any technology during the last three years.

iv. Expenditure incurred on research and development: The Companys internal technical team continuously working and keeping update about the latest developments in the Industry and accordingly upgrade the varieties of the Products and introduced new products in the market. However, there is no separate amount incurred on the research and development.

3. Foreign Exchange Earnings and Outgo:

During the year under review, the Company has neither earned nor used any foreign exchange.

c. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The provisions of Section 135 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 of the Companies Act, 2013, were not applicable to the Company during the Financial Year 2025-26.

d. COST AUDITORS:

The Central Government of India has not specified the maintenance of Cost Records under Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 for the products of the Company.

e. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION

AND REDRESSAL) ACT, 2013:

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace and has also established an Internal Complaints Committee, as stipulated by The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules thereunder. During the year under review, no complaints in relation to such harassment at workplace were reported.

Sr. No. Particulars	No. of Complaints
1 Number of complaints of sexual harassment received in the year	0
2 Number of complaints dispose of during the year	0
3 Number of cases pending for more than ninety days	0

f. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report is marked as Annexure III and forms part of this Report.

g. DISCLOSURE UNDER REGULATION 32 OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

The Company had during the previous financial year 2024-25, raised Rs.2,910.74 lakh through preferential issue of 34,00,000 warrants fully convertible into Equity Shares at the option of the Warrant Holders.

During the year under review, Warrants Holder of 11,00,000 Warrants opted for conversion into equity shares with subscription amount equivalent to 75% of the total issue consideration amounted to Rs.706.28 lakh.

Subsequently in the current financial year further 7,93,600 warrants were converted into equivalent number of equity shares in accordance with the terms of the preferential issue.

The funds have been utilized for the Objects of the issue and that there has been no deviation or variation in the utilization of the proceeds from the objects approved by the shareholders.

Balance 15,06,400 warrants were forfeited on July 22, 2026, as the respective warrant holders did not exercise their right to convert the warrants into equity shares within the stipulated period of 18 months from the date of allotment, in accordance with the provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Statement of Utilization of Funds:

Particulars	Amount (Rs. in lakh)
Aggregate consideration for 34,00,000 warrants allotted @ Rs. 85.61 per warrant	2,910.74
25% upfront consideration received at the time of allotment	727.69
Balance consideration received upon conversion of 11,00,000 warrants during FY 2025-26	706.28
Total consideration received up to March 31, 2026	1,433.97
Amount utilized during FY 2025-26	1433.97
Balance amount unutilized as at March 31, 2026	NIL

h. SECRETARIAL STANDARDS:

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.

i. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961:

The Company is in compliance with respect to the provisions relating to Maternity Benefit Act, 1961.

j. DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME

The Company has not implemented any Employee Stock Option Scheme or Stock Purchase Scheme. Hence, no disclosure in terms of Companies (Share Capital and Debenture) Rules, 2014 and SEBI (Employee Share Based Employee Benefits) Regulations, 2014, are required.

k. GENERAL:

The Directors states that, no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to the same during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise;

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme;

3. Non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014;

4. Neither the Managing Director nor the Whole-time Director of the Company received any remuneration or commission from any of its subsidiaries.

5. Application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016.

6. Difference between amount of valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

In addition, Your Directors also placed on record their sincere appreciation of the commitment and hard work put in by the Registrar & Share Transfer Agent, all the suppliers, sub-contractors, consultants, clients and employees of the Company.

For and on behalf of the Board
Vandana S. Rao	Srinidhi V Rao
Chairperson & Whole-Time Director	Managing Director
DIN: 06395396	DIN: 08626008
Date: September 05, 2026
Place: Mumbai
Registered Office
Office No. 24 Ground Floor,
Shram Siddhi Vinayak Premises,CHS J1,
Wadala Truck Terminal Wadala
Mumbai - 400037
CIN: L55100MH2019PLC333814
Mob No.: 91-8976805981
Mail: ipo@birdys.in. website: www.birdys.in