Auditor Report of Restaurant Brands Asia Ltd.

Mar 31, 2025

We have audited the standalone financial statements of
Restaurant Brands Asia Limited (the "Company") which
comprise the standalone balance sheet as at 31 March 2025,
and the standalone statement of profit and loss (including
other comprehensive income), standalone statement of
changes in equity and standalone statement of cash flows for
the year then ended, and notes to the standalone financial
statements, including material accounting policies and other
explanatory information.

In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid standalone
financial statements give the information required by the
Companies Act, 2013 ("Act") in the manner so required and
give a true and fair view in conformity with the accounting
principles generally accepted in India, of the state of affairs
of the Company as at 31 March 2025, and its loss and other
comprehensive loss, changes in equity and its cash flows for
the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards
on Auditing (SAs) specified under Section 143(10) of the Act.
Our responsibilities under those SAs are further described in
the Auditor''s Responsibilities for the Audit of the Standalone
Financial Statements section of our report. We are independent
of the Company in accordance with the Code of Ethics issued
by the Institute of Chartered Accountants of India together with
the ethical requirements that are relevant to our audit of the
standalone financial statements under the provisions of the
Act and the Rules thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these requirements
and the Code of Ethics. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis
for our opinion on the standalone financial statements.

Key Audit Matter

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
standalone financial statements of the current period. These
matters were addressed in the context of our audit of the
standalone financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion
on these matters.

Carrying value of investment in subsidiary
See Note 6 to standalone financial statements
The key audit matter	How the matter was addressed in our audit
As at March 31, 2025, the Company has investment of	Our audit procedures included the following:
'' 12,331.79 Million (March 31, 2024: '' 12,331.79 million) in the Equity shares, '' 223.02 Million (March 31, 2024: '' Nil) in the Preference shares and has granted loan of '' 643.90 Million (March 31,2024: Nil) to its subsidiary, PT Sari Burger	• Assessing the Company''s accounting policy for impairment of investments in subsidiary with applicable accounting standards;
Indonesia ("BK Indonesia") which are carried at cost.	• Obtaining an understanding of the	Company''s
In accordance with Ind AS 36 - "Impairment of Assets", the Company annually assesses for potential indicators of impairment. Given the performance of the subsidiary, the	process for assessing the indicators of impairment of investments, and for the estimation of the recoverable value, wherever necessary;
Company identified impairment indicators on the aforesaid	• Evaluating design and implementation	and testing
investment.	operating effectiveness of relevant key internal controls
For the purpose of the impairment assessment, recoverable value has been determined by forecasting and discounting	with respect to the impairment assessment process of investment in subsidiary;
future cash flows. The Company''s process for assessing	• Evaluating whether the length of the forecast period
and determining recoverable amount involves judgements	over which detailed cash flow forecasts	have been
and assumptions relating to identification of impairment indicators, forecasts of future cashflows, long-term growth rates and discount rates applied to such cash flows.	prepared is appropriate;

Carrying value of investment in subsidiary
See Note 6 to standalone financial statements
The key audit matter		How the matter was addressed in our audit
Accordingly, we identified the impairment of investment in aforesaid subsidiary as a key audit matter because impairment assessment involves significant degree of judgement in determining the key assumptions		• Evaluating the appropriateness of key inputs and assumptions used in the cash flow projections/ comparable companies or transactions including discount rates, expected growth rates, terminal growth rates and applicable multiples;
		• Involving our valuation specialists to assist in the evaluation of key assumptions such as discount rate, growth rate, terminal value considered in estimating projections, cash flows and methodologies used by the Company;
		• Performing sensitivity analysis on key inputs and assumptions, to independently estimate a range for comparison and its impact on future cashflows;
		• Comparing the carrying value of the Company''s investment in subsidiary with the current valuation of its investment and assessing the need for any impairment;

OTHER INFORMATION

The Company''s Management and Board of Directors are
responsible for the other information. The other information
comprises the information included in the Company''s annual
report, but does not include the financial statements and
auditor''s report thereon.

Our opinion on the standalone financial statements does not
cover the other information and we do not express any form
of assurance conclusion thereon.

In connection with our audit of the standalone financial
statements, our responsibility is to read the other information
and, in doing so, consider whether the other information
is materially inconsistent with the standalone financial
statements or our knowledge obtained in the audit or
otherwise appears to be materially misstated. If, based on the
work we have performed, we conclude that there is a material
misstatement of this other information, we are required to
report that fact. We have nothing to report in this regard.

MANAGEMENT''S AND BOARD OF DIRECTORS''
RESPONSIBILITIES FOR THE STANDALONE FINANCIAL
STATEMENTS

The Company''s Management and Board of Directors are
responsible for the matters stated in Section 134(5) of the Act
with respect to the preparation of these standalone financial
statements that give a true and fair view of the state of affairs,
profit/ loss and other comprehensive income, changes in
equity and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including
the Indian Accounting Standards (Ind AS) specified under
Section 133 of the Act. This responsibility also includes
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding of the assets

of the Company and for preventing and detecting frauds and
other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that
are reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant to
the preparation and presentation of the standalone financial
statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the
Management and Board of Directors are responsible for
assessing the Company''s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless the
Board of Directors either intends to liquidate the Company or
to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the
Company''s financial reporting process.

AUDITOR''S RESPONSIBILITIES FOR THE AUDIT OF THE
STANDALONE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about
whether the standalone financial statements as a whole
are free from material misstatement, whether due to fraud
or error, and to issue an auditor''s report that includes our
opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when
it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic
decisions of users taken on the basis of these standalone
financial statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:

• I dentify and assess the risks of material misstatement
of the standalone financial statements, whether due to
fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or
the override of internal control.

• Obtain an understanding of internal control relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances. Under Section 143(3)

(i) of the Act, we are also responsible for expressing our
opinion on whether the company has adequate internal
financial controls with reference to financial statements
in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by the Management and
Board of Directors.

• Conclude on the appropriateness of the Management
and Board of Directors use of the going concern basis
of accounting in preparation of standalone financial
statements and, based on the audit evidence obtained,
whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the
Company''s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we
are required to draw attention in our auditor''s report
to the related disclosures in the standalone financial
statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor''s
report. However, future events or conditions may cause
the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content
of the standalone financial statements, including the
disclosures, and whether the standalone financial
statements represent the underlying transactions and
events in a manner that achieves fair presentation.

We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we identify
during our audit.

We also provide those charged with governance with a
statement that we have complied with relevant ethical

requirements regarding independence, and to communicate
with them all relationships and other matters that may
reasonably be thought to bear on our independence, and
where applicable, related safeguards.

From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the standalone financial statements
of the current period and are therefore the key audit matters.
We describe these matters in our auditor''s report unless law
or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a
matter should not be communicated in our report because
the adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of
such communication.

REPORT ON OTHER LEGAL AND REGULATORY
REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order,
2020 ("the Order") issued by the Central Government of
India in terms of Section 143(11) of the Act, we give in the
"Annexure A" a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.

2 A. As required by Section 143(3) of the Act, we

report that:

a. We have sought and obtained all the information
and explanations which to the best of our
knowledge and belief were necessary for the
purposes of our audit.

b. I n our opinion, proper books of account as
required by law have been kept by the Company
so far as it appears from our examination of
those books except for the matters stated
in the paragraph 2(B)(f) below on reporting
under Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014.

c. The standalone balance sheet, the standalone
statement of profit and loss (including other
comprehensive income), the standalone
statement of changes in equity and the
standalone statement of cash flows dealt with
by this Report are in agreement with the books
of account.

d. In our opinion, the aforesaid standalone
financial statements comply with the Ind AS
specified under Section 133 of the Act.

e. On the basis of the written representations
received from the directors from 01 April 2025
to 22 April 2025 taken on record by the Board of
Directors, none of the directors is disqualified
as on 31 March 2025 from being appointed as
a director in terms of Section 164(2) of the Act.

f. the reservation relating to the maintenance
of accounts and other matters connected
therewith are as stated in the paragraph 2(A)
(b) above.

g. With respect to the adequacy of the internal
financial controls with reference to financial
statements of the Company and the operating
effectiveness of such controls, refer to our
separate Report in "Annexure B".

B. With respect to the other matters to be included in
the Auditor''s Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014, in
our opinion and to the best of our information and
according to the explanations given to us:

a. The Company does not have any pending
litigations which would impact its
financial position.

b. The Company did not have any long-term
contracts including derivative contracts
for which there were any material
foreseeable losses.

c. There were no amounts which were required
to be transferred to the Investor Education and
Protection Fund by the Company.

d (i) The management has represented

that, to the best of its knowledge and
belief, as disclosed in the Note 45 to
the standalone financial statements, no
funds have been advanced or loaned or
invested (either from borrowed funds or
share premium or any other sources or
kind of funds) by the Company to or in any
other person(s) or entity(ies), including
foreign entities ("Intermediaries"), with
the understanding, whether recorded in
writing or otherwise, that the Intermediary
shall directly or indirectly lend or invest
in other persons or entities identified in
any manner whatsoever by or on behalf of
the Company ("Ultimate Beneficiaries") or
provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries.

(ii) The management has represented
that, to the best of its knowledge and
belief, as disclosed in the Note 45 to the
standalone financial statements, no funds
have been received by the Company from
any person(s) or entity(ies), including
foreign entities ("Funding Parties"), with

the understanding, whether recorded in
writing or otherwise, that the Company
shall directly or indirectly, lend or invest
in other persons or entities identified
in any manner whatsoever by or on
behalf of the Funding Parties ("Ultimate
Beneficiaries") or provide any guarantee,
security or the like on behalf of the
Ultimate Beneficiaries.

(iii) Based on the audit procedures that
have been considered reasonable and
appropriate in the circumstances, nothing
has come to our notice that has caused us
to believe that the representations under
sub-clause (i) and (ii) of Rule 11(e), as
provided under (i) and (ii) above, contain
any material misstatement.

e. The Company has neither declared nor paid any
dividend during the year.

f. Based on our examination which included test
checks except for the instances mentioned
below, the Company, has used accounting
softwares for maintaining its books of account
which have a feature of recording audit trail
(edit log) facility and the same has operated
throughout the year for all relevant transactions
recorded in the respective softwares:

• The feature of recording audit trait
(edit log) facility was not enabled at the
database level to log any direct data
changes for the accounting software used
for maintaining the books of accounts.

• In the absence of coverage of audit trait
(edit log) with respect to database level
in the independent auditor''s report
in relation to controls at the service
organization for the point of sale software,
which is operated by third-party software
service provider, we are unable to
comment whether the audit trail feature
of the database level of the said software
were enabled and operated through out
the year for all relevant transactions
recorded in the software

Further where audit trail (edit log) facility was enabled
and operated, we did not come across any instance
of the audit trail feature being tampered with.
Additionally, except where audit trail (edit log) facility
was not enabled in the previous year, the audit trail has
been preserved by the Company as per the statutory
requirements for record retention.

C. With respect to the matter to be included in the Auditor''s
Report under Section 197(16) of the Act:

I n our opinion and according to the information and
explanations given to us, the remuneration paid by the
Company to its directors during the current year is in
accordance with the provisions of Section 197 of the
Act. The remuneration paid to any director is not in
excess of the limit laid down under Section 197 of the

Act. The Ministry of Corporate Affairs has not prescribed
other details under Section 197(16) of the Act which are
required to be commented upon by us.

For B S R & Co. LLP

Chartered Accountants
Firm''s Registration
No.:101248W/W-100022

Rishabh Kumar

Partner

Place: Mumbai Membership No.: 402877

Date: 19 May 2025 ICAI UDIN:25402877BMOTWM3682

---

Mar 31, 2024

The key audit matter	How the matter was addressed in our audit
As at March 31, 2024, the Company has investment of H12,331.79	Our audit procedures included the following:
Million (March 31, 2023: H12,331.79 million) in the Equity Shares	•	Assessing the Company''s accounting policy for
of its subsidiary, PT Sari Burger Indonesia ("BK Indonesia")		impairment of investments in subsidiary with applicable
which is carried at cost.		accounting standards;
In accordance with Ind AS 36 - "Impairment of Assets", the	•	Evaluating design and implementation and testing
Company annually assesses for potential indicators of impairment.		operating effectiveness of relevant key internal controls
Given the performance of the subsidiary, the Company identified		with respect to the impairment assessment process of
impairment indicators on the aforesaid investment.		investment in subsidiary;
For the purpose of the impairment assessment, recoverable value	•	Obtaining and assessing the valuation working prepared by
has been determined by forecasting and discounting future cash		the Company for impairment assessment of the subsidiary;
flows. The Company''s process for assessing and determining	•	Involving our valuation specialists to assist in the evaluation
recoverable amount involves judgements and assumptions		of key assumptions such as discount rate, growth rate etc.
relating to identification of impairment indicators, forecasts of		in estimating projections, cash flows and methodologies
future cashflows, long-term growth rates and discount rates		used by the Company;
applied to such cash flows.	•	Performing retrospective review of the key inputs and
Accordingly, we identified the impairment of investment in		assumptions by comparing them to the actual results.
aforesaid subsidiary as a key audit matter because impairment		Key inputs and assumptions includes terminal growth
assessment involves significant degree of judgement in		rate, discount rate, revenue and earnings before interest,
determining the key assumptions.		depreciation and amortization.
	•	Reading minutes of meetings to verify the projections approved by the Board of Directors;

The key audit matter	How the matter was addressed in our audit
• Performing sensitivity analysis on key inputs and assumptions, to independently estimate a range for comparison and its impact on future cashflows; • Comparing the carrying value of the Company''s investment in subsidiary with the current valuation of its investment and assessing the need for any impairment.

We have audited the standalone financial statements of Restaurant Brands Asia Limited (the "Company") which comprise the standalone balance sheet as at 31 March 2024, and the standalone statement of profit and loss (including other comprehensive income), standalone statement of changes in equity and standalone statement of cash flows for the year then ended, and notes to the standalone financial statements, including material accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2024, and its loss and other comprehensive loss, changes in equity and its cash flows for the year ended on that date.

Impairment of investment in subsidiary

See Note 6 to standalone financial statements

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

Key Audit Matter

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Other Information

The Company''s Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company''s annual report, but does not include the financial statements and auditor''s report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management''s and Board of Directors'' Responsibilities for the Standalone Financial Statements

The Company''s Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit/ loss and other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Management and Board of Directors are responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company''s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)

(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management and Board of Directors.

• Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting in preparation of standalone financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw

attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matter

_a. Th_e standalone financial statements of the Company for the year ended 31 March 2023 were audited by the

^{predecessor auditor w}ho had expressed an unmodified

opinion on 17 May 2023.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2 A. As required by Section 143(3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books, except that the daily back-up of such books of account, other relevant books and papers in electronic mode has not been kept on servers physically located in India for the period from 01 April 2023 till 10 April 2023. Further we are unable to comment whether the Company has maintained daily backup of the point of sale software which also forms part of the ''books of account, other relevant books and papers in electronic mode'' on servers physically located in India, untill 10 March 2024 in the absence of daily log reports being available.

c. The standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), the standalone statement of changes in equity and the standalone statement of cash flows dealt with by this Report are in agreement with the books of account.

d. In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.

e. On the basis of the written representations received from the directors as on 31 March 2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2024 from being appointed as a director in terms of Section 164(2) of the Act.

f. the reservation relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph b above.

g. With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

B. With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

a. The Company does not have any pending litigations which would impact its financial position.

b. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

c. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

d. (i) The management has represented that, to the

best of its knowledge and belief, as disclosed in the Note 48 to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding,

whether recorded in writing or otherwise, that the Intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(ii) The management has represented that, to the best of its knowledge and belief, as disclosed in the Note 48 to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Parties ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(iii) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (i) and (ii) above, contain any material misstatement.

e. The Company has neither declared nor paid any dividend during the year.

f. Based on our examination which included test checks except for the instances mentioned below, the Company, has used accounting softwares for maintaining its books of account which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the respective softwares:

• The feature of recording audit trail (edit log) facility was not enabled for the period 1 April 2023 to 30 May 2023 at the application layer of the accounting software used for maintaining its books of accounts

• The feature of recording audit trail (edit log) facility was not enabled at the database level to log any direct data changes for the accounting software used for maintaining the books of accounts.

• In the absence of coverage of audit trail (edit log) with respect to database level in the independent auditor''s report in relation to controls at the service organization for the point of sale software, which is operated by third-party software service provider, we are unable to comment whether the audit trail feature of the database level of the said software were enabled and operated through out the year for all relevant transactions recorded in the software.

Further where audit trail (edit log) facility was enabled and operated, we did not come across any instance of the audit trail feature being tampered with.

C. With respect to the matter to be included in the Auditor''s Report under Section 197(16) of the Act:

In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.

For B S R & Co. LLP

Chartered Accountants Firm''s Registration No.:101248W/W-100022

Rishabh Kumar

Partner

Place: Mumbai Membership No.: 402877

Date: 16 May 2024 ICAI UDIN:24402877BKFTJH9165

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Mar 31, 2023

Restaurant Brands Asia Limited

(Formerly Known as Burger King India Limited)

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Opinion

We have audited the accompanying standalone financial statements of Restaurant Brands Asia Limited ("the Company"), which comprise the Balance sheet as at March 31 2023, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013, as amended ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, its loss including other comprehensive loss, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ''Auditor''s

Responsibilities for the Audit of the Standalone Financial Statements'' section of our report. We are independent of the Company in accordance with the ''Code of Ethics'' issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the financial year ended March 31, 2023. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor''s responsibilities for the audit of the standalone financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone financial statements.

Key audit matters		How our audit addressed the key audit matter
Significant estimates and judgment related to Leases (as described in note 18 of the Ind AS financial statements)
Pursuant to requirement of Ind AS 116,	the Company recorded the	Our audit procedures included and were not limited to the following:
lease liability at the present value of the remaining lease payments discounted at the incremental borrowing rate and the Right of Use asset at its carrying amount which is amortized on straight line basis over the lease term. Refer Note 18 of the financial statements.		• 0 btained understanding of the leases accounting process, evaluated the design, implementation and tested the operative effectiveness of key internal financial controls with respect to the leases in relation to assessment of the terms and conditions of
The Company identifies lease term	based on the executed	lease contracts for determining the lease term, discount rate,
agreements along with any amendment	: agreements/Term Sheets	etc.
including lock in period for lessee, exercise of optional extensions of lease term, legal enforceability, etc.		• Ovaluated management''s assumptions and estimates for the lease arrangement is in accordance with Ind AS 116 and verified
		the lease terms and supporting documentation for samples selected.

Key audit matters	How our audit addressed the key audit matter
As at March 31, 2023, the Company has ''8,356.54 Million and	•	Evaluated the appropriateness of discount rate applied on the
''9,449.47 Million of Right of Use (ROU) assets and Lease Liability		leases.
respectively.	•	E elected samples and recomputed lease liability and right of use
Application of lease Accounting requires significant judgement		asset balances as at the year-end.
and estimate based on terms of the underlying lease agreements, discounting rate and Initial direct cost, hence we have considered	•	Eerified the accuracy of the underlying lease data to original
this as a key audit matter considering the significance of amounts involved.		contract or other supporting information and verified the arithmetic accuracy of the Ind AS 116 calculations for the samples selected.
	•	Assessed the disclosures in the financial statements pertaining to Leases including key assumptions in line with requirements of Ind AS 116
Revenue Recognition (as described in note 24 of the Ind AS financial statements)
The Company''s primary source of revenue is from sale of foods,	Our audit procedures included and were not limited to the following:
beverages from chain of quick service restaurants (QSR) stores or through online ordering and delivery. Revenue comprises high volume of individually small transactions which relies highly on	•	A btained an understanding of revenue recognition process, evaluated the design, implementation and on sample basis,
internal process of recording, accuracy and completeness.		tested the operative effectiveness of key internal financial controls together with segregation of duties with respect to the
In view of the above and since revenue is a key performance indicator		revenue recognition and deposit of cash collected into banks
of the Company, we have identified revenue recognition as an area		including those related to the reconciliation of sales record to
of audit risk and have therefore been identified as a key audit matter.		cash / credit card / online receipts, preparation, posting and approval of journal entries on test basis.
	•	Eerformed cash counts / checked management''s cash count verification process for samples selected, at selected stores and examined whether the cash balances are in agreement with the cash receipts reported in the daily collection report.
	•	Eerformed analytical procedures on sales performance of individually significant stores, including day wise and month wise sales analysis. Enquired explanation for any major variances, if any.
	•	Essessed the disclosures relating to revenue recognition in the Ind AS financial statements
Impairment of investment in subsidiaries (as described in note 6 of the Ind AS financial statements)
As at March 31, 2023, the Company has investment of ''12,331.79	Our audit procedures included and were not limited to the following:
Millions in the Equity Shares of its subsidiary, PT Sari Burger Indonesia ("BK Indonesia") which is carried at cost.	•	E btain an understanding of impairment of non-current investment
		process, evaluated the design, implementation and tested the
In accordance with Ind AS 36 - "Impairment of Assets", the		operative effectiveness of key internal financial controls followed
management annually assess for potential indicators of impairment. As impairment indicators were identified by the management on		by the management to determine indicators of impairment.
the said investment based on the performance of BK Indonesia,	•	E btained the valuation report of external specialist provided by
an impairment assessment was required to be performed by		the management.
the Company by comparing the carrying value of the aforesaid	•	Essessed the Company''s valuation methodology and assumptions
investment to its recoverable amount to determine whether an		around the cash flow forecasts including discount rates, expected
impairment loss was required to be recognized.		growth rates and its effect on business and terminal growth rates
For the purpose of the above impairment assessment, recoverable		used through involvement of the internal experts.
value has been determined by forecasting and discounting future cash flows. Management''s process for assessing and determining	•	Essessed the objectivity, independence and competence of our internal expert and Company''s external specialist involved in the
recoverable amount is based on judgements and assumptions relating to identification of impairment indicators, forecasts of		process.
future cashflows, long-term growth rates and discount rates applied	•	Essessed the adequacy of disclosures made in the financial
to such cash flows.		statements as per Ind AS 36.
Accordingly, we identified the impairment of investment in aforesaid subsidiary as a key audit matter because impairment assessment involves significant degree of management judgement in determining the key assumptions.

Other Information

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual report, but does not include the standalone financial statements and our auditor''s report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the

Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

• I dentify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a

going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements for the financial year ended March 31,2023 and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure 1" a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company, in electronic mode on servers physically located in India so far as it appears from our examination of those books except that in the case of back up server of Microsoft Dynamics NAV, we are unable to comment whether daily backups were taken from August 5, 2022 to February 5, 2023, though the Company has defined a process of taking daily back up (refer note 47 to the Standalone Financial Statements);

(c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) On the basis of the written representations received from the directors as on March 31, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2023 from being appointed as a director in terms of Section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls with reference to these standalone financial statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure 2" to this report

(g) In our opinion, the managerial remuneration for the year ended March 31,2023 has been paid / provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act;

(h) The reservation relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph (b) above.

(i) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

iv. a) The management has represented that,

to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b) The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company

from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries ; and

c) T ased on such audit procedures performed

that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material misstatement.

v. T o dividend has been declared or paid during the year by the Company.

For S R B C & CO LLP

Chartered Accountants

ICAI Firm Registration Number: 324982E/E300003

per Pramod Kumar Bapna

Partner

Membership Number: 105497

UDIN: 23105497BGXBNW5517

Place of Signature: Mumbai

Date: May 17, 2023

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Mar 31, 2022

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTSOpinion

We have audited the accompanying standalone financial statements of Restaurant Brands Asia Limited (formerly known as Burger King India Limited) (“the Company”), which comprise the Balance sheet as at March 31 2022, the Statement of Profit and Loss, including the statement of Other Comprehensive Loss, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013, as amended (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2022, its loss including other comprehensive loss, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ‘Auditor’s Responsibilities for the Audit of the Standalone Financial

Statements’ section of our report. We are independent of the Company in accordance with the ‘Code of Ethics’ issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the financial year ended March 31,2022. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the standalone financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone financial statements.

Key audit matters	How our audit addressed the key audit matter
Significant estimates and judgment related to Leases (as described in note 18 of the Ind AS financial statements)
Pursuant to requirement of Ind AS 116, the Company recorded the lease liability at the present value of the remaining lease payments discounted at the incremental borrowing rate and the Right of Use asset at its carrying amount which is amortized on straight line basis over the lease term.	Our audit procedures included amongst others, the following: • Obtained understanding of the leases accounting process, evaluated the design, implementation and tested the operative effectiveness of key internal financial controls with respect to the leases in relation to assessment of the terms and conditions of lease contracts for determining the lease term, discount rate.
	• Evaluated management’s assumptions and estimates for the lease arrangement is in accordance with Ind AS 116 and verified the lease terms and supporting documentation for samples selected.

Key audit matters	How our audit addressed the key audit matter
The Company identifies lease term based on the executed agreements along with any amendment agreements/Term Sheets including lock in period for lessee, exercise of optional extensions of lease term, legal	•	Evaluated the appropriateness of discount rate applied on the leases.
enforceability etc.	•	We selected samples and recomputed lease liability and right of use asset balances as at the year-end.
As at March 31, 2022, the Company has '' 6,092.32 Million	•	Evaluated the applicability of practical expedient to different
(March 31,2021 '' 5,131.28 Million) of Right of Use (ROU) assets.		lease arrangements and verified the lease concession accounting applied by the Company in accordance with the
During the current financial year, the practical expedient with respect to rent concessions occurring as a direct consequence of the Covid-19		guidance issued under Ind AS 116.
pandemic was extended by a year, accounting of which requires significant judgement in implementation.	•	Verified the accuracy of the underlying lease data to original contract or other supporting information and verified the arithmetic accuracy of the Ind AS 116 calculations for the
Application of lease Accounting requires significant judgement		sample selected.
and estimate based on terms of the underlying lease agreements,	•	Assessed the disclosures in the Ind AS financial statements
discounting rate and Initial direct cost, hence we have considered this		pertaining to Leases including key assumptions in line with
as a key audit matter considering the significance of amounts involved.		requirements of Ind AS 116.
Revenue Recognition (as described in note 24 of the Ind AS financial statements)
The Company’s primary source of revenue is from sale of foods,	Our audit procedures included, among others the following:
beverages from chain of quick service restaurants (QSR) stores or through online ordering and delivery. Revenue comprises high volume	•	Obtained an understanding of revenue recognition process,
of individually small transactions which increases the risk of revenue		evaluated the design, implementation and on sample basis,
being recognized inappropriately and which highlights the criticality of		tested the operative effectiveness of key internal financial
sound internal processes of summarizing and recording sales revenue		controls including segregation of duties with respect to the
and deposit of cash collected into bank accounts to mitigate error and		revenue recognition and deposit of cash collected into banks
fraud risk.		including those related to the reconciliation of sales record to cash / credit card / online receipts, preparation, posting and
In view of the above and since revenue is a key performance indicator of the Company, we have identified revenue recognition as an area		approval of journal entries on the test basis. Performed cash counts / checked management’s cash count
of audit risk and have therefore been identified as a key audit matter.	•
		verification, for samples selected, at selected stores and examined whether the cash balances are in agreement with the cash receipts reported in the daily collection report.
	•	Performed analytical procedures on sales performance of individually significant stores, including day wise and month wise sales analysis. Enquired explanation for any major variances, if any.
	•	Assessed the disclosures relating to revenue recognition in the Ind AS financial statements.
Impairment of Non - Financial assets (as described in note 2(j) and 2.3(d) of the financial statements)
In accordance with the requirements of Ind AS 36 ‘Impairment of	Our audit procedures included amongst others, the following:
Assets’, the Company performs an impairment assessment of the cash generating units to determine whether the recoverable value is below the carrying amount as at March 31, 2022. Discounted cash flow model requires significant judgment and estimation in respect of cash flow forecasts and discount rate. Changes in certain methodologies and assumptions can lead to significant changes in the assessment of the recoverable value.	•	Obtained an understanding of impairment of non-financial assets process, evaluated the design, implementation and tested the operative effectiveness of key internal financial controls followed by the management to determine indicators of impairment and the recoverable amounts of cash generating units
	•	Evaluated appropriateness of the model used in determining the value in use of the cash generating units
The assessment of the recoverable amount requires significant
judgment, in particular, relating to estimated cash flow projections and discount rates. Due to the level of judgments involved, impact of COVID-19 on QSR Industry and significance to the Company’s	•	Assessed the data used to calculate the recoverable amount with the financial budgets approved by management of the Company Analysed the performance of the cash generating units and evaluated the assumptions used in computation of value in use
financial position, this is considered to be a key audit matter.	•
		as at March 31, 2022, including understanding management’s estimate of business impact based on current market and economic conditions arising from the COVID 19 pandemic

Key audit matters	How our audit addressed the key audit matter
	• Tested the arithmetical accuracy of the computation of recoverable amounts of cash generating units.
	• Obtained understanding of the key assumptions considered for assessment of future cash flows and the discounting factor considered.
	• We involved valuation specialist to assist in evaluating the methodology used and significant assumptions used to determine the recoverable value.
	• Assessed the disclosures in the Ind AS financial statement in accordance with Ind AS 36.

Other Information

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual report, but does not include the standalone financial statements and our auditor’s report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive loss, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring

the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement

resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements for the financial year ended March 31,2022 and are therefore the key audit matters. We describe these matters in our auditor’s

report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure 1” a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

(c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Loss, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) On the basis of the written representations received from the directors as on March 31, 2022 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2022 from being appointed as a director in terms of Section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls with reference to these standalone financial statements and the operating effectiveness of such controls, refer to our separate Report in “Annexure 2” to this report;

(g) In our opinion, the managerial remuneration for the year ended March 31, 2022 has been paid / provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act;

(h) With respect to the other matters to be included in the Auditor’s Report in accordance with

Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position;

ii. The Company did not have any longterm contracts including derivative contracts for which there were any material foreseeable losses;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

iv. a) The management has represented that,

to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b) The management has represented that, to the best of its knowledge and belief, no

funds have been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c) Based on such audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material misstatement.

v. No dividend has been declared or paid during the year by the Company.

For S R B C & CO LLP

Chartered Accountants

ICAI Firm Registration Number: 324982E/E300003

per Ravi Bansal

Partner

Membership Number: 49365

UDIN: 22049365AJWDXV3273

Place of Signature: Mumbai

Date: May 30, 2022