Directors Report of Restaurant Brands Asia Ltd.

Mar 31, 2025

Your Directors present the Twelfth (12^th) Annual Report on the Company''s business and operations, together with the Audited
Financial Statements for the financial year ended March 31,2025 and other accompanying reports, notes and certificates.

FINANCIAL HIGHLIGHTS AND PERFORMANCE

The financial highlights of the Company for the year ended March 31,2025 are as follows:

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	19,677.59	17,600.72	25,507.20	24,370.58
Other Income	238.93	184.95	311.65	184.97
Total Income	19,916.52	17,785.67	25,818.85	24,555.55
Less: Cost of materials consumed	6,355.12	5,802.32	8,911.72	8,719.71
Less: Employee benefit expenses	2,988.99	2,650.46	4,311.48	4,096.56
Less: Finance cost	1,411.42	1,141.47	1,608.89	1,412.45
Less: Depreciation and amortisation expenses	2,546.28	2,110.28	3,714.81	3,561.32
Less: Other expenses	7,490.48	6,770.57	9,599.89	9,132.89
Loss before Tax Expense	(875.78)	(689.43)	(2,327.94)	(2,367.38)
Less: Tax Expense (Current & Deferred)	-	-	-	-
Loss for the year (1)	(875.78)	(689.43)	(2,327.94)	(2,367.38)
Total other comprehensive loss for the year, net of tax (2)	(19.81)	(8.14)	(22.44)	(53.81)
Total comprehensive loss for the year, net of tax (1 2)	(895.59)	(697.57)	(2,350.38)	(2,421.19)
Equity holders of the parent	N.A.	N.A.	(2,184.16)	(2,236.30)
Non-controlling interests	N.A.	N.A.	(166.22)	(184.89)

During the financial year 2024-25, the Company reported
total income of ''19,916.52 million on standalone basis and
''25,818.85 million on a consolidated basis, increase of 11.98%
on standalone basis and 5.14% on a consolidated basis from
the financial year 2023-24 mainly on account of new restaurant
additions and SSSG increase by 1.10%. The total expenditure
was ''20,792.30 million on standalone basis and ''28,146.79
million on a consolidated basis, increase of 12.54% on
standalone basis and 4.55% on a consolidated basis from the
financial year 2023-24. The Company''s gross margin improved
by 67 basis points on standalone basis during the financial year
2024-25 at 67.70% as compared to 67.03% in the financial year
2023-24. The Company''s gross margin improved by 84 basis
points on consolidated basis during the financial year 2024-25
at 65.06% as compared to 64.22% in financial year 2023-24.

COMPANY OVERVIEW AND STATE OF COMPANY
AFFAIRS

Restaurant Brands Asia Limited (the Company''/ ''RBA'')
embarked on its journey in 2013 and is a prominent player in
the Quick Service Restaurant (''QSR'') industry in India, having
increased its restaurant count in a short span of time. As the
master franchisee of the Burger KingÂ® brand in India, it has
exclusive rights to develop, establish, operate and franchise
Burger KingÂ® branded restaurants in India. The master
franchisee arrangement provides RBA with the ability to
use Burger King''s globally recognised brand name to grow
business in India, while leveraging the technical, marketing
and operational expertise associated with the global Burger
KingÂ® brand. RBA through its subsidiaries in Indonesia runs
the master franchisee of the brand Burger King^Â® and brand

PopeyesÂ®. It has exclusive rights through its subsidiaries to
develop, establish, operate and franchise Burger KingÂ® and
PopeyesÂ® brand in Indonesia.

As of March 31,2025, the Company had a widespread network
of 513 Burger KingÂ® restaurants, including 5 sub-franchisee
restaurants in India.

A key focus of the business is promoting and maintaining
operational quality, a people-centric culture and an effective
technology system that enables us to optimise the performance
of the restaurants and enhance customer experience, thus,
offering and contributing to the Company''s growth.

The Company possesses following competitive strengths:

â¢ Exclusive master franchise rights in India

â¢ Strong customer proposition

â¢ Brand positioning for millennials

â¢ Vertically managed and scalable supply chain

â¢ Operational quality, a people-centric operating culture,
and effective technology systems

â¢ Well defined restaurant roll-out and development process

â¢ Experienced and professional management team

Please refer to the section on Company Overview and Business
Performance in the Management Discussion and Analysis for
a detailed overview and state of company affairs.

DIVIDEND & APPROPRIATIONS

Since the Company did not make any profit during the financial
year, the Directors of your Company do not recommend any
dividend for the financial year under review.

TRANSFER TO RESERVES

In view of the losses incurred during the financial year, no
amount is proposed to be transferred to the reserves during
the financial year under review, except as required under
any statue.

SHARE CAPITAL

(a) Authorized Share Capital

During the year under review, there was no change in the
Authorized Share Capital of the Company.

As on March 31,2025, the Authorized Share Capital of the
Company is ''6,00,00,00,000/- (Rupees Six Hundred Crore
Only) divided into 60,00,00,000 (Sixty Crore) equity shares
of ''10/- each.

(b) Issued, Subscribed and Paid-up Share Capital

During the financial year under review, Company issued
and allotted:

1) 23,65,531 equity shares of face value of ''10/- each

pursuant to exercise of stock options granted by
the Company in terms of the BK Employee Stock
Options Scheme, 2015; and

2) 8,33,33,333 equity shares of face value of ''10/- each

at a premium of ''50/- per equity share to Qualified
Institutional Buyers (''QIBs'') through Qualified
Institutions Placement (''QIP'') of equity shares on
March 26, 2025.

As on March 31,2025, the Issued, Subscribed and Paid-up
Share Capital of the Company is ''5,82,06,79,650/- (Rupees
Five Hundred and Eighty-Two Crore Six Lakhs Seventy-
Nine Thousand Six Hundred and Fifty Only) divided into
58,20,67,965 (Fifty-Eight Crore Twenty Lakhs Sixty-Seven
Thousand Nine-Hundred and Sixty-Five) equity shares of
''10/- each.

(c) Utilization of proceeds of Qualified Institutions
Placement (âQIPâ)

The Company raised ''500 Crores through Qualified
Institutions Placement (''QIP'') on March 26, 2025. As on
March 31,2025, the proceeds of QIP were unutilized.

DETAILS OF DIRECTORS AND KEY MANAGERIAL

PERSONNEL

DIRECTORS

Appointments

Pursuant to the recommendation of Nomination and
Remuneration Committee, Mr. Andrew Day (DIN: 10712889)
was appointed as an Additional Non-Executive & Independent
Director on the Board of the Company with effect from July 29,
2024 for a period of 5 (five) consecutive years. The appointment
of Mr. Day was approved by the Shareholders of the Company
at the 11^th Annual General Meeting (AGM) held on September
19, 2024. Mr. Day shall not be liable to retire by rotation.

Re-appointment of Independent Directors for second term

a) Pursuant to the recommendation of Nomination and
Remuneration Committee, Mrs. Tara Subramaniam
(DIN: 07654007) was re-appointed as an Independent
Director on the Board of the Company for a second
term of 5 (five) consecutive years commencing from
October 14, 2024 to October 13, 2029, not liable to retire
by rotation. Her re-appointment and her continuation as
independent director after she attains the age of 75 years
was approved by the members of the Company by passing
of special resolution at the 11^th Annual General Meeting
held on September 19, 2024.

b) Pursuant to the recommendation of Nomination and
Remuneration Committee, Mr. Sandeep Chaudhary
(DIN: 06968827) was re-appointed as an Independent
Director on the Board of the Company for a second term of
5 (five) consecutive years commencing from October 14,
2024 to October 13, 2029, not liable to retire by rotation.
His re-appointment was approved by the members of the
Company by passing of a special resolution at the 11^thAnnual General Meeting held on September 19, 2024.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (''KMP'') of the Company as per Section 2(51) and 203 of the Act are as follows:

Re-appointment of Directors liable to retire by rotation

In accordance with the provisions of the Companies Act, 2013

(''the Act'') and the Articles of Association of the Company:

a) Mr. Amit Manocha (DIN :01 8641 56), Non-Executive
Director of the Company, was due to retire by rotation at
the 11^th Annual General Meeting and being eligible, had
offered himself for re-appointment. He was re-appointed
at the Annual General Meeting held on September
19, 2024.

b) Mr. Rafael Odorizzi De Oliveira (DIN: 09492506), NonÂ¬
Executive Director of the Company, is liable to retire
by rotation at this Annual General Meeting and being
eligible, has offered himself for re-appointment. The
Board of Directors recommends his re-appointment for
consideration by the members of the Company at the
ensuing Annual General Meeting.

Resolution seeking his re-appointment along with his Profile
and other disclosures as required under Regulation 36(3)
of SEBI Listing Regulations forms part of the Notice of 12^thAnnual General Meeting.

Completion of Term of Independent Director

Mr. Shivakumar Dega (DIN: 00364444) completed his term of 5
(five) consecutive years as an Independent Director on October

13, 2024. Accordingly, he ceased to be an Independent Director
and Chairman of the Company with effect from closing of
business hours on October 13, 2024.

The Board appreciates the valuable contribution made by
Mr. Shivakumar Dega during his tenure on the Board of
the Company.

The Board of Directors of the Company, at its meeting held
on October 11,2024, appointed Mrs. Tara Subramanium (DIN:
07654007), Independent Director as the Chairperson of the
Board of Directors of the Company with effect from October

14, 2024.

Name of the KMP	Designation
Mr. Rajeev Varman	Whole-time Director and Group Chief Executive Officer
Mr. Sumit Zaveri*	Group Chief Financial Officer and Chief Business Officer
Ms. Shweta Mayekar**	Company Secretary and Compliance Officer

* Mr. Sumit Zaveri is acting as an interim Chief Financial Officer with effect from May 06, 2025 until Chief Financial Officer is appointed by the
Board.

**During the year under review, Ms. Shweta Mayekar was appointed as the Company Secretary and Compliance Officer of the Company with
effect from July 29, 2024.

During the year under review, Mr. Sameer Patel ceased to be Chief Financial Officer of the Company with effect from close of business hours
on February 7, 2025.

During the year under review, Ms. Madhulika Rawat ceased to be Company Secretary and Compliance Officer of the Company with effect from
close of business hours of April 30, 2024.

BOARD OF DIRECTORS, MEETINGS AND ITS COMMITTEES

Composition of Board of Directors

The Composition of the Board of Directors as on March 31,2025 is as follows:

Sr. No.	Name of the Director	Designation	DIN
1.	Mrs. Tara Subramaniam	Chairperson and Independent Director	07654007
2.	Mr. Rajeev Varman	Whole-time Director and Group CEO	03576356
3.	Mr. Sandeep Chaudhary	Independent Director	06968827
4.	Mr. Yash Gupta	Independent Director	00299621
5.	Mr. Andrew Day	Independent Director	10712889
6.	Mr. Amit Manocha	Non- Executive Director	01864156
7.	Ms. Roshini Bakshi	Non- Executive Director	01832163
8.	Mr. Ajay Kaul	Non- Executive Director	00062135
9.	Mr. Rafael Odorizzi De Oliveira	Non- Executive Director	09492506

Number of Board Meetings

During the financial year ended March 31,2025, the Board of Directors met 7 (Seven) times viz., on, May 16, 2024, July 29, 2024,
October 11, 2024, October 28, 2024, December 20, 2024, January 29, 2025 and March 11, 2025. The maximum interval between
any two meetings did not exceed 120 days.

Details of the meetings of the Board along with the attendance of the Directors therein have been disclosed as part of the Report
on Corporate Governance forming part of this Annual Report.

Audit Committee

The details pertaining to the composition, terms of reference
and other details of the Audit Committee of the Board of
Directors of your Company and the meetings thereof held
during the financial year are given in the Report on Corporate
Governance forming part of this Annual Report.

The recommendations of the Audit Committee in terms of its
charter were considered positively by the Board of Directors
of your Company from time to time during the financial year.

Nomination and Remuneration Committee

The details including the composition, terms of reference
of the Nomination and Remuneration Committee and the
meetings thereof held during the financial year and other
matters provided under Section 178(3) of the Act are given
in the Report on Corporate Governance forming part of this
Annual Report.

Companyâs policy on Directorsâ appointment and
remuneration including criteria for determining
qualifications, positive attributes, independence of a
Director and other matters

In accordance with the provisions of Section 134(3)(e), sub
section (3) and (4) of Section 178 of the Act and Regulation 19
read with Part D of Schedule II of the SEBI Listing Regulations,
the Company has formulated Nomination and Remuneration
Policy to provide a framework for remuneration of members
of the Board of Directors, Key Managerial Personnel and other
employees of the Company.

The Nomination and Remuneration Policy of the Company
can be accessed on the website of the Company at www.
burgerking.in/investorrelations/corporategovernance.

Other Committees

The details of other Committees of the Board are given under
the Report on Corporate Governance forming part of this
Annual Report.

Declaration by Independent Directors

Pursuant to the provisions under Section 134(3)(d) of the Act,
with respect to statement on declaration given by Independent
Directors under Section 149(6) of the Act, the Board hereby
confirms that all the Independent Directors of the Company
have given a declaration and have confirmed that they meet the
criteria of independence as provided in the said Section 149(6)
of the Act, relevant rules therein and SEBI Listing Regulations.

Terms and conditions for Independent Directors are available
on the website of the Company and can be accessed at www.
burgerking.in/investorrelations/corporategovernance.

Annual Performance Evaluation of the Board

The Company has devised a policy for performance evaluation
of its individual directors, the Board and the Committees
constituted by it, which includes criteria for performance

evaluation. In line with the requirements of the Act and SEBI
Listing Regulations, the Board has carried out an annual
evaluation of its own performance, working of the Committees
and the individual directors.

The Board performance was evaluated based on inputs
received from all the Directors after considering criteria such
as Board''s effectiveness in decision making, in providing
necessary advice and suggestions to the Company''s
management, etc.

A separate meeting of the Independent Directors was also held
during the financial year on January 29, 2025, for evaluation of
the performance of the Non-Independent Directors, the Board
as a whole and that of the Chairperson.

The Nomination and Remuneration Committee has also
reviewed the performance of the individual directors based
on their knowledge, level of preparation and effective
participation in meetings, contribution towards positive growth
of the Company, etc.

Familiarization programme for Independent Directors

Towards familiarization of the Independent Directors with the
Company, periodic presentations are made to Independent
Directors at various occasions including at the Board and
Committee meetings on business and performance updates of
the Company, global business environment, business strategy
and risk involved including their roles, rights, responsibilities
in the Company, nature of the industry in which the Company
operates, business model of the Company, changes in
applicable corporate laws and related matters.

The details of such programmes for familiarisation of the
Independent Directors with the Company are available on the
website of the Company at the web link www.burgerking.in/
investorrelations/corporategovernance.

STATUTORY DISCLOSURES

Requirements for maintenance of cost records

The Company is not required to maintain the cost records as
specified by the Central Government under Section 148(1) of
the Act and rules made thereunder.

Vigil Mechanism & Whistle-blower Policy

The Company is committed to adhere to the highest standards
of ethical, moral and legal conduct of its business operations.
The Vigil Mechanism & Whistle-blower Policy provides a
channel to the employees, directors and other stakeholders
to report about unethical behaviour, actual or suspected fraud
or violation of the Codes of Conduct, regulatory requirements,
incorrect or misrepresentation of any financial statements and
such other matters.

The Whistle-blower Policy of the Company can be accessed
on the website of the Company at www.burgerking.in/
investorrelations/corporategovernance.

Annual Return

As required under Section 92(3) of the Act, Annual Return is
hosted on the website of the Company at www.burqerkinq.inA
investorrelations/financials.

Particulars of contracts or arrangements with related
parties

All related party transactions entered into during the financial
year under review were approved by the Audit Committee, as
required, from time to time and the same are disclosed in the
notes forming part of the financial statements provided in this
Annual Report.

Further, in terms of the provisions of Section 188(1) of the Act
read with the Companies (Meetings of Board and its Powers)
Rules, 2014, all contracts/ arrangements/ transactions
entered into by the Company with its related parties, during
the financial year under review, were:

â¢ in "ordinary course of business" of the Company;

â¢ on an "arm''s length basis"; and

â¢ not "material".

All transactions with related parties are in accordance with
the policy on related party transactions formulated by the
Company. Accordingly, Form No. AOC-2, prescribed under
the provisions of Section 134(3)(h) of the Act and Rule 8 of the
Companies (Accounts) Rules, 2014, for disclosure of details
of related party transactions, which are not at "arm''s length
basis" and also which are "material and at arm''s length basis",
is not provided as annexure to this Report.

Particulars of Loan, Guarantee, Security and
Investments

Details of loans given, investments made or guarantees given
or security provided, if any, as per the provisions of Section
186 of the Act and Regulation 34(3) read with Schedule V of
the SEBI Listing Regulations are given in the notes forming
part of the financial statements provided in this Annual Report.

Deposits

The Company has not accepted any deposits from the public
within the meaning of Section 73 of the Act read with the
Companies (Acceptance of Deposits) Rules, 2014.

As the Company has not accepted any deposits during the
financial year under review, there has been no non-compliance
with the requirements of Chapter V of the Act.

Risk Management Policy

The Company has a mechanism to identify and evaluate
business risks and opportunities. This mechanism seeks to
create transparency, minimize adverse impact on the business
objectives and enhance the Company''s competitive advantage
and helps in identifying risk trends, exposure and potential
impact analysis at a Company level as well as for different
business segments. The Company has a Risk Management
Policy in place to identify, assess, mitigate, monitor,
and report the key risk categories (including Strategic,
Financial, Operational, Regulatory, Reputational, Third-party,
Sustainability, Technological Risks) on a periodic basis.

The Board has constituted a Risk Management Committee of
the Board, to assist the Board with regard to the identification,
evaluation and mitigation of operational, strategic and external
risks. More details on risks and threats have been disclosed in
the section "Management Discussion and Analysis" forming an
integral part of this Annual Report.

Internal Financial Control and their adequacy

Considering the size and nature of the business, presently
adequate internal controls systems with reference to financial
statements are in place. However, as and when the Company
achieves further growth and higher level of operations, the
Company will review the internal control system to match the
size and scale of operations, if required.

The Company has proper and adequate system of internal
controls to ensure that all assets are safeguarded and
protected against unauthorized use or disposition and that the
transactions are authorised and recorded correctly.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under
Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is provided herein below:

(A) Conservation of Energy

(i) The steps taken or impact on conservation of energy Reduced use of electricity and gas is structurally

built in the Company''s restaurant construction
design and the Company sources the equipments
like holding units, friers, etc. that ensures reduced
consumption of energy and gas. Also electrical
system installation ensures minimum fluctuation
resulting in withdrawal of right amount of power.

(ii) The steps taken by the company for utilising alternate sources -

of energy

(iii) The capital investment on energy conservation equipments Nil

(B)	Technology absorption (i) The efforts made towards technology absorption (ii) The benefits derived like product improvement, cost reduction, product development or import substitution (iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- (a) The details of Technology imported; (b) The year of Import; (c) Whether the technology been fully absorbed; (d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and (iv) The expenditure incurred on Research and Development.		Enhanced in-store digital experience by deploying more than 2000 self-ordering kiosk across all our restaurant lobby and implemented table ordering (QR code) system and initiated Pilot projects on artificial intelligence (AI) in people management, Customer experience, Process automation. The Company has improved efficiencies and optimized cost. N.A. Nil
(C)	Foreign Exchange Earnings and Outgo
	(i)	Foreign Exchange Earnings by the Company	Nil
	(ii)	Foreign Exchange Expenditure by the Company during the FY 2024-25 ('' in Million)	882.03

Disclosures as per the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal)
Act, 2013

The Company has in place an Anti-Sexual Harassment Policy
in line with the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. The objective of this policy is to lay clear guidelines
and provide right direction in case of any reported incidence
of sexual harassment across the Company''s offices, and take
appropriate decision in resolving such issues. An Internal
Complaints Committee (''ICC'') has been set up to redress the
complaints received regarding sexual harassment.

During the financial year under review, 15 complaints with
respect to sexual harassment were received and resolved by
the Committee.

There were no unresolved complaints at the end of the
financial year under review.

Material Changes and commitments affecting the
financial position of the Company

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

Details in respect of frauds reported by Auditors under
sub-section (12) of Section 143 other than those which
are reportable to the Central Government

During the financial year under review, no frauds were
reported by the Auditors under Section 143(12) of the Act other
than those which are reportable to the Central Government.

Significant and material orders passed by the
regulators or courts or tribunals impacting the going
concern status and companyâs operations in future

During the financial year under review, no orders were passed
by any regulators, courts or tribunals which could impact the
going concern status and the company''s operations in future.

Change in the nature of business

There was no change in the nature of business during the
financial year under review.

Subsidiaries, Joint Ventures or Associate Companies
and Consolidated Financial Statements

A. PT Sari Burger Indonesia (âBK Indonesia'')

The Company holds 88.80% stake in BK Indonesia. It is
the material subsidiary of the Company. BK Indonesia
is the master franchise of the Burger KingÂ® brand in
Indonesia. It has exclusive rights to develop, establish,
own, operate and franchise Burger KingÂ® branded
restaurants in Indonesia. As on March 31, 2025, BK
Indonesia has 143 restaurants.

BK Indonesia generated revenue of ''5098.29 million
during the financial year 2024-25, decrease of 14.89%
from the financial year 2023-24. BK Indonesia incurred a
loss of ''1099.48 million during the financial year 2024-25.

B. PT Sari Chicken Indonesia

PT Sari Chicken Indonesia is a wholly owned subsidiary
of BK Indonesia, subsidiary of the Company. PT Sari
Chicken Indonesia, has exclusive master franchise and

development rights in Indonesia to develop, establish,
own, operate, and to grant franchises of PopeyesÂ®
restaurants in Indonesia. As on March 31, 2025, it has
25 restaurants.

PopeyesÂ® brand was founded in New Orleans in 1972.
PopeyesÂ® has more than 50 years of history and culinary
tradition. PopeyesÂ® distinguishes itself with a unique
New Orleans style menu featuring spicy chicken, chicken
tenders and other regional items. The chain''s passion
for its Louisiana heritage and flavourful authentic food
has allowed PopeyesÂ® to become one of the world''s
largest chicken quick service restaurants with over 4,900
restaurants in the U.S. and around the world.

PT Sari Chicken Indonesia generated revenue of ''731.32
million during the financial year 2024-25, decrease of
6.19% from financial year 2023-24. It incurred a loss of
''381.77 million during the financial year 2024-25.

The consolidated financial statement is also being
presented in addition to the standalone financial
statements of the Company in this Annual Report.

The performance and financial position of the
subsidiaries is also given in Form AOC-1 enclosed to the
Financial Statements.

Further, there were no other companies which has/have
become/ceased to become a Subsidiary/ Joint Ventures/
Associate Companies during financial year 2024-25.

Corporate Social Responsibility Policy

The Company has in place Corporate Social Responsibility
Policy (''CSR Policy'') which was adopted by the Board of
Directors on August 12, 2022.

The CSR Policy of the Company can be accessed on the website
of the Company at www.burgerking.in/investorrelations/
corporategovernance.

Employee Stock Option Schemes

BK Employee Stock Option Scheme 2015

The Company had implemented the BK Employee Stock Option
Scheme 2015 (''ESOS 2015'' / ''Scheme''). The objective of the
ESOS 2015 is to attract and retain talent by way of rewarding
their association and performance and to motivate them to
contribute to the overall corporate growth and profitability.

The ESOS 2015 was originally approved by the Board of
Directors on September 21,2015 and the shareholders (being
a private company at that time) vide an ordinary resolution
passed on September 21, 2015. Options were granted from
time to time thereafter. Subsequently, the ESOS 2015 was
amended basis applicable laws vide shareholders'' resolutions
dated April 25, 2018, June 28, 2019, October 23, 2019 and
November 13, 2020.

The ESOS 2015 being a pre IPO Scheme was also ratified by
the shareholders of the Company subsequent to the IPO of the
Company by passing a special resolution on January 28, 2021.

The ESOS 2015 was further amended pursuant to the approval
of the Nomination and Remuneration Committee vide its
resolution dated March 25, 2022 and Board of Directors
resolution dated March 29, 2022 to align the ESOS 2015 with
provisions made under the Securities and Exchange Board
of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 (''SEBI (SBEB and SE) Regulations''). The
ESOS 2015 envisages grant not exceeding a total number of
15,226,900 options to the eligible employees. The ESOS 2015
contemplates a statutory minimum vesting period of one
year to maximum of five years. After vesting of options, the
employees earn a right (but not an obligation) to exercise the
vested options on or after the vesting date within the maximum
exercise period of three years with a flexibility for shorter
exercise periods in case of termination of employees or for
reasons including resignation, retirement or death.

Upon exercise of one vested option, the employees can obtain
one equity share of the Company subject to the payment of
exercise price and satisfaction of any tax obligation arising
thereon. Equity shares allotted by the Company under the
ESOS 2015 shall rank pari passu in all respects with the
existing fully paid equity shares.

RBAL Employee Stock Option Scheme 2024

On recommendation of the Nomination and Remuneration
Committee, the Company adopted the RBAL Employee
Stock Option Scheme 2024 (RBAL ESOS 2024'') pursuant to
resolution passed by the Board of Directors on December 20,
2024 and approval of the Shareholders on January 25, 2025
through postal ballot. The objectives of the RBAL ESOS 2024,
inter alia, is to attract and retain talent by way of rewarding their
performance, create a sense of ownership and participation
among them and motivate them to contribute to the overall
corporate growth and profitability.

The RBAL ESOS 2024 is proposed to be implemented by
issuance of shares to employees directly by the Company or
through an employee welfare trust or a combination thereof.
The ESOS 2024 envisages grant not exceeding a total number
of 10,483,834 options to the eligible employees with a statutory
minimum vesting period of one year to maximum of five years.

The Nomination and Remuneration Committee administers
the ESOS 2015 and RBAL ESOS 2024 and acts as the
Compensation Committee as envisaged under the SEBI (SBEB
and SE) Regulations.

The disclosure as required under the applicable provisions of
the Act and the SEBI (SBEB and SE) Regulations is uploaded
on the website at www.burgerking.in/\ investorrelations/
financials.

A certificate from the Secretariat Auditors of the Company,
confirming that the aforesaid schemes(s) have been
implemented in accordance with the SEBI (SBEB and SE)
Regulations will be open for inspection at the ensuing 12^thAnnual General Meeting.

HUMAN RESOURCES

As of March 31, 2025, the number of employees increased to
10,115 as compared to 9,086 as of March 31, 2024 due to the
business expansions carried out by the Company and increase
in number of restaurants, in India.

People Function Highlights

As the organization stepped into its 10^th year of operations,
we embraced a phase of growth, reflection and renewed
commitment to building a culture where people mature along
with the business. Our focus was not just on what we achieved,
but how we built the foundation for the next decade â through
learning, building leadership, engagement and appreciation.

Learning and Leading into the Future

The year was shaped by the belief â that continuous learning
is the heart of sustainable growth. Our efforts were aimed
at not only enhancing skills but also nurturing leadership
mindsets at every level of the organization.

This year, we went a step further - recognizing the need to build
future talent, we launched the Leading with Impact program
under our Leadership Essentials framework. Supported by
behavioural assessments and feedback tools this program
was designed for future corporate function leaders of the
organisation. Simultaneously, we introduced Impact 2.0,
an evolved leadership development journey tailored for our
Operations managers. This program empowered them to lead
with heightened self-awareness, resilience, and a deeper
understanding of business dynamics.

For the frontline team, our Rewarding Ace Performance
(RAP) program continued to cultivate internal talent, creating
success stories in the form of Restaurant General Managers
and Area Leads. Additionally, the Wings and Eklavya programs
targeted first-time managers and existing managers,
respectively, enhancing their leadership capabilities.

Each of these initiatives was thoughtfully designed as a blend
of feedback, self-discovery, collective learning and immersive
experiences - ensuring that leadership development was
integrated across all levels of the organization. Post program
connect was also provided, helping participants put their
learning into action and drive long-term impact.

Enabling Formal Higher Education

Recognizing that learning does not stop at the workplace, we
took steps to support employees in completing their formal
education. For many of our frontline team members who
had to pause or discontinue their education, we introduced
pathways to pursue graduation alongside their roles. We also
partnered with esteemed institutions to offer higher education

opportunities for mid-level managers â empowering them to
continue growing both professionally and personally.

High-Touch Environment, Retention and Engagement

The focus this year remained on building meaningful, two-way
connections with our teams on the ground, keeping in mind
that deeper engagement translates to higher people retention.
We continued high-impact formats like Chai Pe Charcha and
Coffee with Managers, giving employees across levels a voice
and a platform to connect authentically. Recognizing the
importance of that crucial early impression, My First Bite was
continued to strengthen connect with new joiners â especially
in their first 60 days â where attrition tends to spike.

The BK Buddy Employee Feedback survey matured into
a flagship exercise this year, allowing us to once again
listen closely and act intentionally on what matters most
to our people. Posters, awareness drives, and real-time
communication ensured that policies and expectations were
never out of reach, and always understood.

We seeded new opportunities that brought people together
to unwind, connect, and strengthen the overall energy and
engagement. We also encouraged managers to take regular
breaks and leave on time, promoting a culture of well-being
that they can pass on to their teams

Building a Culture of Appreciation/ Celebrating the
Spirit of Our People

The I Shine recognition program was further strengthened
to spotlight employees who live our values, while the CEO''s
Recognition badge honoured outstanding contributions to
the business. Frequent appreciation initiatives helped boost
morale, foster loyalty, and energize teams across levels.

Driving Digitization in People Processes

In parallel, we moved key people processes like Performance
Management for our restaurant teams online â a crucial step
towards transparency, accountability, and ease of access in
frontline-heavy environments.

Empowering Diverse Talent

Through Taare Humare, we continued our commitment to
building an inclusive workplace. We strengthened efforts to
offer meaningful career opportunities to differently abled
individuals, enriching our workplace with diverse perspectives
and talents.

In FY 2025, the People function went beyond managing talent,
rather it was focused on capability, connection and culture;
laying the groundwork for a more resilient team â ready for
the next decade of growth.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and
employees as required under Section 197(12) of the Act and
Rule 5(1) of the Companies (Appointment and Remuneration

of Managerial Personnel) Rules, 2014 are provided separately
as Annexure I" to this Report.

Details of employee remuneration as required under
provisions of Section 197(12) of the Act and Rule 5(2) & 5(3)
of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 forms part of this Annual Report.
However, in terms of Section 136(1) of the Act and the rules
made thereunder, the Report and Financial Statements
are being sent to the shareholders excluding the aforesaid
information. Any shareholder interested in obtaining copy of
the aforesaid information, may send an email to the Company
Secretary and Compliance Officer at [email protected].

AUDITORS
Statutory Auditor

M/s. B S R & CO LLP, Chartered Accountants, (Firm
Registration No. 101248W/W-100022) were appointed
as the Statutory Auditors of the Company for the first
term of 5 years by the Members at the AGM held on
August 7, 2023 and they shall hold the office till the conclusion
of the AGM to be held for the financial year ended March
31,2028.

The Report given by the Auditors on the financial statements
of the Company is part of the Annual Report. There has been
no qualification, reservation, adverse remark or disclaimer
given by the Auditors in their Report. Also, no fraud has been
reported by the Auditor as per Section 143(12) of the Act.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company had appointed
M/s. Mehta and Mehta, Company Secretaries (Mehta & Mehta'')
(ICSI Unique Identification No.: P1996MH007500) as the
Secretarial Auditors for conducting the secretarial audit for
the financial year 2024-25.

In terms of the provisions of sub-section (1) of Section 204 of
the Act, the Secretarial Audit Report given by the Secretarial
Auditors in Form MR-3 is annexed as "Annexure II" of the
Director''s Report. The Secretarial Audit report does not
contain any qualifications, reservation or adverse remarks.

Further, as per Regulation 24A of the SEBI Listing Regulations,
the Board of Directors at its meeting held on May 19, 2025,
has recommended the appointment of M/s. Mehta & Mehta as
Secretarial Auditors of the Company for first term of 5 (five)
consecutive years commencing from FY 2025-26 to FY 2029Â¬
30. The appointment shall be subject to approval of members
at the ensuing 12^th Annual General Meeting of the Company.

Internal Auditor

The Company had appointed M/s PKF Sridhar & Santhanam
LLP as the Internal Auditor of the Company for the financial
year 2024-25 as per the requirements of the Act.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act, your
Directors, to the best of their knowledge and belief and
according to information and explanation obtained by them,
confirm that:

1. In the preparation of the annual financial statements for
the financial year ended March 31, 2025, the applicable
accounting standards have been followed along with
proper explanation related to material departures;

2. They have selected such accounting policies and applied
them consistently and 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 for the
financial year ended March 31,2025 and of the loss of the
Company for the same period;

3. They have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and
detecting fraud and other irregularities;

4. They have prepared the annual financial statements on a
going concern basis;

5. They have devised proper systems to ensure compliance
with the provisions of all applicable laws and such
systems were adequate and operating effectively; and

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

CORPORATE GOVERNANCE AND STATEMENT ON
COMPLIANCE OF THE SECRETARIAL STANDARDS

The Company has complied with the corporate governance
requirements under the Act, and as stipulated under the
SEBI Listing Regulations. A separate report on corporate
governance under the SEBI Listing Regulations, along with
the certificate from the Practicing Company Secretary
confirming the compliance, is annexed and forms part of this
Annual Report.

The Company has complied with the Secretarial Standards
issued by the Institute of Company Secretaries of India on
Meetings of Board of Directors and General Meetings.

MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis is annexed and forms
part of this Annual Report.

DIVIDEND DISTRIBUTION POLICY

The dividend distribution policy of the Company is
available on the Company''s website at www.burgerking.in/
investorrelations/corporategovernance.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR)

Pursuant to Regulation 34 of the SEBI Listing Regulations,
BRSR forms part of this Annual Report, which describes the
initiatives taken by the Company from an environmental, social
and governance perspective.

OTHER DISCLOSURES

During the financial year under review:

1. The Whole-time Director did not receive any remuneration
or commission from the holding company and any of the
subsidiaries of the Company.

2. No disclosure or reporting is required in respect of the
following items as there were no transactions /events on
these items:

a) Issue of equity shares with differential rights as to
dividend, voting or otherwise;

b) Issue of sweat equity shares; and

c) Buyback of shares.

3. There was no revision of financial statements and
Directors'' Report of the Company.

4. No application has been made under the Insolvency and
Bankruptcy Code. The requirement to disclose the details
of application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) along

with their status as at the end of the financial year is
not applicable.

5. The requirement to disclose the details of difference
between amount of the valuation done at the time of oneÂ¬
time settlement and the valuation done while taking loan
from the Banks or Financial Institutions along with the
reasons thereof, is not applicable.

ACKNOWLEDGEMENTS AND APPRECIATION

The Directors wish to convey their appreciation to all of the
Company''s employees for their enormous personal efforts
as well as their collective contribution to the Company''s
performance. The Directors would also like to place on
record their sincere thanks to the shareholders, customers,
dealers, suppliers, bankers, government, business associates
and other stakeholders for the continuous co-operation &
support given by them to the Company and their confidence
in its management.

For and on behalf of the Board of Directors
For Restaurant Brands Asia Limited

Tara Subramaniam Rajeev Varman

Chairperson & Whole-time Director &

Independent Director Group CEO

DIN:07654007 DIN:03576356

Place: Mumbai
Date: May 19, 2025

Mar 31, 2024

Your Directors present the Eleventh (11^th) Annual Report on the Company''s business and operations, together with the Audited Financial Statements for the financial year ended March 31, 2024 and other accompanying reports, notes and certificates.

FINANCIAL HIGHLIGHTS AND PERFORMANCE

The financial highlights of the Company for the year ended March 31, 2024 are as follows:

I? in N/l 11 I inn I

Particulars	Standalone		Consolidated
Particulars	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	17,600.72	14,396.51	24,370.58	20,542.79
Other Income	184.95	325.32	184.97	359.59
Total Income	17,785.67	14,721.83	24,555.55	20,902.38
Less: Cost of materials consumed	5,802.32	4,841.05	8,719.71	7,356.94
Less: Employee benefit expenses	2,650.46	2,280.12	4,096.56	3,668.78
Less: Finance cost	1,141.47	895.65	1,412.45	1,051.79
Less: Depreciation and amortisation expenses	2,110.28	1,801.97	3,561.32	2,840.42
Less: Other expenses	6,770.57	5,621.07	9,132.89	8,402.47
Loss before Exceptional items and Tax Expense	(689.43)	(718.03)	(2,367.38)	(2,418.02)
Add: Exceptional items	-	-	-	-
Loss before Tax Expense	(689.43)	(718.03)	(2,367.38)	(2,418.02)
Less: Tax Expense (Current & Deferred)	-	-	-	-
Loss for the year (1)	(689.43)	(718.03)	(2,367.38)	(2,418.02)
Total other comprehensive income/ (loss) for the year, net of tax (2)	(8.14)	(3.57)	(53.81)	33.05
Total comprehensive loss for the year, net of tax (1 2)	(697.57)	(721.6)	(2,421.19)	(2,384.97)
Equity holders of the parent	N.A.	N.A.	(2,236.30)	(2,183.75)
Non-controlling interests	N.A.	N.A.	(184.89)	(201.22)
Opening balance of retained earnings	(6,798.90)	(6,080.87)	(12,037.80)	(9,694.24)
Closing balance of retained earnings	(7,488.33)	(6,798.90)	(14,217.23)	(12,037.80)

During the financial year 2023-24, the Company reported total income of H 17,785.67 million on standalone basis and H24,555.55 million on a consolidated basis, increase of 20.81% on standalone basis and 17.48% on a consolidated basis from the financial year 2022-23 mainly on account of new restaurant additions and Average Daily Sales (ADS) recovery. The total expenditure excluding exceptional items was H 18,475.10 million on standalone basis and H 26,922.93 million on a consolidated basis, increase of 19.66% on standalone basis and 15.45% on a consolidated basis from the financial year 2022-23. The Company''s gross margin improved by 66 basis points on standalone basis during the financial year 2023-24 at 67.03% as compared to 66.37% in the financial year 2022-23. The Company''s gross margin improved by 3 basis points on consolidated basis during the financial year 2023-24 at 64.22% as compared to 64.19% in financial year 2022-23.

COMPANY OVERVIEW AND STATE OF COMPANY AFFAIRS

of its operations based on the number of restaurants. As the master franchisee of the BURGER KINGÂ® brand in India, it has exclusive rights to develop, establish, operate and franchise BURGER KING^Â® branded restaurants in India. The master franchisee arrangement provides RBA with the ability to use Burger King''s globally recognised brand name to grow business in India, while leveraging the technical, marketing and operational expertise associated with the global BURGER KINGÂ® brand. RBA through its subsidiaries in Indonesia runs the master franchisee of the brand BURGER KINGÂ® and brand POPEYESÂ®. It has exclusive rights through its subsidiaries to develop, establish, operate and franchise BURGER KINGÂ® and POPEYESÂ® brand in Indonesia.

As of March 31, 2024, the Company had a widespread network of 455 BURGER KING^Â® restaurants, including 5 sub-franchisee restaurants in India.

A key focus of the business is promoting and maintaining operational quality, a people-centric culture and an effective technology system that enables us to optimise the performance of the restaurants and enhance customer experience, thus, offering and contributing to the Company''s growth.

The Company possesses following competitive strengths:

â¢ Exclusive master franchise rights in India

â¢ Strong customer proposition

â¢ Brand positioning for millennials

â¢ Vertically managed and scalable supply chain

â¢ Operational quality, a people-centric operating culture, and effective technology systems

â¢ Well defined restaurant roll-out and development process

â¢ Experienced and professional management team

Please refer to the section on Business Overview in the Management Discussion and Analysis for a detailed overview and state of company affairs.

DIVIDEND & APPROPRIATIONS

Since the Company did not make any profit during the financial year, the Directors of your Company do not recommend any dividend for the financial year under review.

TRANSFER TO RESERVES

In view of the losses incurred during the financial year, no amount is proposed to be transferred to the reserves during the financial year under review, except as required under any statue.

SHARE CAPITAL

(a) Authorised Share Capital

During the year under review, there was no change in the Authorized Share Capital of the Company.

The Authorised Share Capital of the Company is H6,00,00,00,000/- (Rupees Six Hundred Crore Only) divided into 60,00,00,000 (Sixty Crore) equity shares of H10/- each, as on March 31, 2024.

(b) Issued, Subscribed and Paid-up Share Capital

During the financial year under review, Company issued and allotted 18,14,752 equity shares of face value of H10/- each pursuant to exercise of stock options granted by the Company in terms of the BK Employees Stock Options Scheme, 2015.

As on March 31, 2024, the Issued, Subscribed and Paid-up Share Capital of the Company is H4,96,36,91,010/- (Rupees Four Hundred and Ninety-Six Crore Thirty-Six Lakhs Ninety-One Thousand and Ten Rupees Only) divided into 49,63,69,101 (Forty-Nine Crore Sixty-Three Lakhs Sixty-Nine Thousand One Hundred and One) equity shares of H10/- each.

(c) Utilization of proceeds of Qualified Institutions Placement (âQIP'')

There has been no deviation in the use of proceeds of QIP from the objects stated in the Offer document as per Regulation 32 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations''). The

Company has disclosed on a quarterly basis to the Audit Committee, the uses / application of proceeds / funds raised from QIP and the same were also filed with the Stock Exchanges on a quarterly basis, as applicable.

The funds raised under QIP were fully utilised by the Company

during the year under review.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

DIRECTORS

Re-appointment

In accordance with the provisions of the Companies Act, 2013

(''the Act'') and the Articles of Association of the Company:

a) Mr. Jaspal Singh Sabharwal, Non-Executive Director of the Company, was due to retire by rotation at the 10^th Annual General Meeting and being eligible, had offered himself for re-appointment. He was re-appointed at the Annual General Meeting held on August 7, 2023.

b) Mr. Rajeev Varman, Whole-time Director and Group Chief Executive Officer of the Company, completed a period of 5 (five) years on February 26, 2024. Following the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, Mr. Rajeev Varman was re-appointed as the Whole-time Director for another 5 (five) years, for a period commencing from February 27, 2024, to February 26, 2029, at the Annual General Meeting held on August 7, 2023.

c) Mr. Amit Manocha, Non-Executive Director of the Company, is liable to retire by rotation at this Annual General Meeting and being eligible, has offered himself for re-appointment. The Board of Directors recommends his re-appointment for consideration by the shareholders of the Company at the ensuing Annual General Meeting.

Resolution seeking his re-appointment along with his profile as required under Regulation 36(3) of SEBI Listing Regulations forms part of the Notice of 11^th Annual General Meeting.

Appointments and Resignations

During the year under review,

a) Ms. Roshini Bakshi was appointed as an Additional NonExecutive & Non-Independent Director on the Board of the Company on August 23, 2023. The appointment of Ms. Bakshi was approved by the Shareholders of the Company through postal ballot on October 29, 2023. Ms. Bakshi shall be liable to retire by rotation.

b) Mr. Yash Gupta was appointed as an Additional Non-Executive & Independent Director on the Board of the Company w.e.f. January 29, 2024 for a period of 5 (five) years. The appointment of Mr. Gupta was approved by the Shareholders of the Company through postal ballot on March 17, 2024. Mr. Gupta shall not be liable to retire by rotation.

c) Mr. Jaspal Singh Sabharwal, Non-Executive Director of the Company, resigned from his position with effect from August 23, 2023.

The Board appreciates the valuable contribution made by Mr. Sabharwal during his tenure on the Board of the Company.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (''KMP'') of the Company as per Section 2(51) and 203 of the Act as on March 31, 2024 are as follows:

Name of the KMP

Designation

Mr. Rajeev Varman Mr. Sumit Zaveri Mr. Sameer Patel Ms. Madhulika Rawat*

Whole-time Director and Group Chief Executive Officer Group Chief Financial Officer and Chief Business Officer Chief Financial Officer (India)

Company Secretary and Compliance Officer

*Ms. Madhulika Rawat, resigned as Company Secretary and Compliance Officer of the Company with effect from close of business hours on April 30, 2024. During the year under review, except as stated above, there were no other changes in the Directors and KMPs of the Company.

BOARD OF DIRECTORS, MEETINGS AND ITS COMMITTEES Composition of Board of Directors

The Composition of the Board of Directors as on March 31, 2024 is as follows:

Sr. No.	Name of the Director	Designation/Status	DIN
1.	Mr. Shivakumar Dega	Chairman and Independent Director	00364444
2.	Mr. Rajeev Varman	Whole-time Director and Group CEO	03576356
3.	Mrs. Tara Subramaniam	Independent Director	07654007
4.	Mr. Sandeep Chaudhary	Independent Director	06968827
5.	Mr. Yash Gupta	Independent Director	00299621
6.	Mr. Amit Manocha	Non- Executive Director	01864156
7.	Ms. Roshini Bakshi	Non- Executive Director	01832163
8.	Mr. Ajay Kaul	Non- Executive Director	00062135
9.	Mr. Rafael Odorizzi De Oliveira	Non- Executive Director	09492506

Number of Board Meetings

During the financial year ended March 31, 2024, the Board of Directors met 9 (Nine) times viz., on, May 17, 2023, June 21, 2023, August 7, 2023, August 23, 2023, October 9, 2023, November 8, 2023, January 29, 2024, March 14, 2024 and March 28, 2024. The maximum interval between any two meetings did not exceed 120 days.

Details of the meetings of the Board along with the attendance of the Directors therein have been disclosed as part of the Report on Corporate Governance forming part of this Annual Report.

Audit Committee

The details pertaining to the composition, terms of reference and other details of the Audit Committee of the Board of Directors of your Company and the meetings thereof held during the financial year are given in the Report on Corporate Governance forming part of this Annual Report.

The recommendations of the Audit Committee in terms of its charter were considered positively by the Board of Directors of your Company from time to time during the financial year.

Nomination and Remuneration Committee

The details including the composition, terms of reference of the Nomination and Remuneration Committee and the meetings thereof held during the financial year and other matters provided under Section 178(3) of the Act are given in the Report on Corporate Governance forming part of this Annual Report.

Company''s policy on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters

In accordance with the provisions of Section 134(3)(e), sub section (3) and (4) of Section 178 of the Act and Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations, the Company has formulated Nomination and Remuneration Policy to provide a framework for remuneration of members of the Board of Directors, Key Managerial Personnel, and other employees of the Company.

The Nomination and Remuneration Policy of the Company can be accessed on the website of the Company at https://www. burgerking.in/investor-relations.

Other Committees

The details of other Committees of the Board are given under the Report on Corporate Governance forming part of this Annual Report.

Declaration by Independent Directors

Pursuant to the provisions under Section 134(3)(d) of the Act, with respect to statement on declaration given by Independent Directors under Section 149(6) of the Act, the Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of independence as provided in the said Section 149(6) and relevant regulation of SEBI Listing Regulations.

Terms and conditions for Independent Directors are available on the website of the Company and can be accessed at https:// www.burgerking.in/investor-relations.

Formal Annual Evaluation

The Company has devised a policy for performance evaluation of its individual directors, the Board and the Committees constituted by it, which includes criteria for performance evaluation. In line with the requirements of the Act and SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance, working of the Committees and the individual directors.

The Board performance was evaluated based on inputs received from all the Directors after considering criteria such as Board''s effectiveness in decision making, in providing necessary advice and suggestions to the Company''s management, etc.

A separate meeting of the Independent Directors was also held during the financial year on January 29, 2024 for evaluation of the performance of the Non-Independent Directors, the Board as a whole and that of the Chairman.

The Nomination and Remuneration Committee has also reviewed the performance of the individual directors based on their knowledge, level of preparation and effective participation in meetings, contribution towards positive growth of the Company, etc.

Familiarization programme for Independent Directors

Towards familiarization of the Independent Directors with the Company, periodic presentations are made at the Board and Committee meetings on business and performance updates of the Company, global business environment, business strategy and risk involved including their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters.

The details of such programmes for familiarisation of the Independent Directors with the Company are available on the website of the Company at the web link: https://www.burgerking. in/investor-relations.

STATUTORY DISCLOSURES Requirements for maintenance of cost records

The Company is not required to maintain the cost records as specified by the Central Government under Section 148(1) of the Act and rules made thereunder.

Vigil Mechanism & Whistle-blower Policy

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of its business operations. The Vigil Mechanism & Whistle-blower Policy provides a channel to the employees, directors and other stakeholders to report about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct, regulatory requirements, incorrect or misrepresentation of any financial statements and such other matters.

Annual Return

As required under Section 92(3) of the Act, Annual Return is hosted on the website of the Company at www.burgerking.in.

Particulars of contracts or arrangements with related parties

All related party transactions entered into during the financial year under review were approved by the Audit Committee, as required, from time to time and the same are disclosed in the notes forming part of the financial statements provided in this Annual Report.

Further, in terms of the provisions of Section 188(1) of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, all contracts/ arrangements/ transactions entered into by the Company with its related parties, during the financial year under review, were:

â¢ in "ordinary course of business" of the Company;

â¢ on an "arm''s length basis"; and

â¢ not "material".

All transactions with related parties are in accordance with the policy on related party transactions formulated by the Company. Accordingly, Form No. AOC-2, prescribed under the provisions of Section 134(3)(h) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014, for disclosure of details of related party transactions, which are not at "arm''s length basis" and also which are "material and at arm''s length basis", is not provided as annexure to this Report.

Particulars of Loan, Guarantee, Security and Investments

Details of loans given, investments made or guarantees given or security provided, if any, as per the provisions of Section 186 of the Act and Regulation 34(3) read with Schedule V of the SEBI Listing Regulations are given in the notes forming part of the financial statements provided in this Annual Report.

Deposits

The Company has not accepted any deposits from the public within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

As the Company has not accepted any deposits during the financial year under review, there is no non-compliance with the requirements of Chapter V of the Act.

Risk Management Policy

The Company has a mechanism to identify and evaluate business risks and opportunities. This mechanism seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage and helps in identifying risk trends, exposure and potential impact analysis at a Company level as well as for different business segments. The Company has a Risk Management Policy in place to identify, assess, mitigate, monitor, and report the key risk

categories (including Strategic, Financial, Operational, Regulatory, Reputational, Third-party, Sustainability, Technological Risks) on a periodic basis.

The Board has constituted a Risk Management Committee of the Board, to assist the Board with regard to the identification, evaluation and mitigation of operational, strategic and external risks. More details on risks and threats have been disclosed in the section "Management Discussion and Analysis" forming an integral part of this Annual Report.

Internal Financial Control and their adequacy

Considering the size and nature of the business, presently adequate internal controls systems with reference to financial statements are in place. However, as and when the Company achieves further growth and higher level of operations, the Company will review the internal control system to match the size and scale of operations, if required.

The Company has proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against unauthorized use or disposition and that the transactions are authorised and recorded correctly.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is provided herein below:

(A)	Conservation of Energy
	(i)	The steps taken or impact on conservation of energy	Reduced use of electricity and gas is structurally built in the Company''s restaurant construction design and the Company sources the equipments like holding units, friers, etc. that ensures reduced consumption of energy and gas. Also electrical system installation ensures minimum fluctuation resulting in withdrawal of right amount of power.
	(ii)	The steps taken by the company for utilising alternate sources of energy	-
	(iii)	The capital investment on energy conservation equipments	Nil
(B)	Technology absorption
	(i)	The efforts made towards technology absorption	Nil
	(ii)	The benefits derived like product improvement, cost reduction, product development or import substitution	Nil
	(iii)	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- (a) The details of Technology imported; (b) The year of Import; (c) Whether the technology been fully absorbed; (d) If not fully absorbed, areas where absorption has not taken place,	N.A.
		and the reasons thereof; and
	(iv)	The expenditure incurred on Research and Development.	Nil
(C)	Foreign Exchange Earnings and Outgo
	(i)	Foreign Exchange Earnings by the Company	-
	(ii)	Foreign Exchange Expenditure by the Company during the FY 2023-24 (H in Million)	742.63

Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The objective of this policy is to lay clear guidelines and provide right direction in case of any reported incidence of sexual harassment across the Company''s offices, and take appropriate decision in resolving such issues. An Internal Complaints Committee (''ICC'') has been set up to redress the complaints received regarding sexual harassment.

During the financial year under review, 6 complaints with respect to sexual harassment were received and resolved by the Committee.

There were no unresolved complaints at the end of the financial year under review.

Material Changes and commitments affecting the financial position of the Company

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

Details in respect of frauds reported by Auditors under sub-section (12) of Section 143 other than those which are reportable to the Central Government

During the financial year under review, no frauds were reported by the Auditors under Section 143(12) of the Act other than those which are reportable to the Central Government.

Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future

During the financial year under review, no orders were passed by any regulators, courts or tribunals which could impact the going concern status and the company''s operations in future.

Change in the nature of business

There was no change in the nature of business during the financial year under review.

Subsidiaries, Joint Ventures or Associate Companies and Consolidated Financial Statements

A. PT Sari Burger Indonesia I''BK Indonesia'']

The Company holds 88.80% stake in BK Indonesia. It is the material subsidiary of the Company.

BK Indonesia is the master franchise of the BURGER KINGÂ® brand in Indonesia. It has exclusive rights to develop, establish, own, operate and franchise BURGER KINGÂ® branded restaurants in Indonesia. As on March 31, 2024, BK Indonesia has 150 restaurants.

BK Indonesia generated revenue of H5,990.33 million during the financial year 2023-24, decrease of 0.62% from the financial year 2022-23. BK Indonesia incurred a loss of H1,530.20 million during the financial year 2023-24.

B. PT Sari Chicken Indonesia

PT Sari Chicken Indonesia is a wholly owned subsidiary of BK Indonesia, subsidiary of the Company. PT Sari Chicken Indonesia, has exclusive master franchise and development rights in Indonesia to develop, establish, own, operate, and to grant franchises, of POPEYESÂ® restaurants in Indonesia. As on March 31, 2024, it has 25 restaurants.

POPEYESÂ® brand was founded in New Orleans in 1972. POPEYES^Â® has more than 50 years of history and culinary tradition. POPEYES^Â® distinguishes itself with a unique New Orleans style menu featuring spicy chicken, chicken tenders and other regional items. The chain''s passion for its Louisiana heritage and flavourful authentic food has allowed POPEYES^Â® to become one of the world''s largest chicken quick service restaurants with over 3,900 restaurants in the U.S. and around the world.

PT Sari Chicken Indonesia generated revenue of H779.54 million during the financial year 2023-24. It incurred a loss of H139.87 million during the financial year 2023-24.

The consolidated financial statement is also being presented in addition to the standalone financial statements of the Company in this Annual Report.

The performance and financial position of the subsidiaries is also given in Form AOC-1 enclosed to the Financial Statements.

Further, there were no other companies which has/have become/ceased to become a Subsidiary/ Joint Ventures/ Associate Companies during financial year 2023-24.

Corporate Social Responsibility Policy

The Corporate Social Responsibility Policy of the Company can be accessed on the website of the Company at https://www. burgerking.in/investor-relations.

Employee Stock Option Scheme

The Company had implemented the BK Employee Stock Option Scheme 2015 (''ESOS 2015'' / ''Scheme''). The objective of the ESOS 2015 is to attract and retain talent by way of rewarding their association and performance and to motivate them to contribute to the overall corporate growth and profitability.

The ESOS 2015 was originally approved by the Board of Directors on September 21, 2015 and the shareholders (being a private company at that time) vide an ordinary resolution passed on September 21, 2015. Options were granted from time to time thereafter. Subsequently, the ESOS 2015 was amended basis applicable laws vide shareholders'' resolutions dated April 25, 2018, June 28, 2019, October 23, 2019 and November 13, 2020.

The ESOS 2015 being a pre IPO Scheme was also ratified by the shareholders of the Company subsequent to the IPO of the Company by passing a special resolution on January 28, 2021.

The ESOS 2015 was further amended pursuant to the approval of the Nomination and Remuneration Committee vide its resolution dated March 25, 2022 and Board of Directors resolution dated March 29, 2022 to align the ESOS 2015 with provisions made under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (''SEBI (SBEB and SE) Regulations''). The current ESOS 2015 envisages grant not exceeding a total number of 15,226,900 options to the eligible employees which includes options which were already granted and options which have been exercised in the past. The ESOS 2015 contemplates a statutory minimum vesting period of one year to maximum of five years. After vesting of options, the employees earn a right (but not an obligation) to exercise the vested options on or after the vesting date within the maximum exercise period of three years with a flexibility for shorter exercise periods in case of termination of employees or for reasons including resignation, retirement or death.

ESOS 2015 shall rank pari passu in all respects with the existing fully paid equity shares.

The Nomination and Remuneration Committee administers the ESOS 2015 and acts as the compensation committee as envisaged under the SEBI (SBEB and SE) Regulations.

The disclosure pertaining to stock options granted by the Company under the aforesaid Scheme and as required under the applicable provisions of the Act and the SEBI (SBEB and SE) Regulations is uploaded on the website at https://www. burgerking.in/financials.

A certificate from the Secretarial Auditors of the Company, confirming that the aforesaid Scheme has been implemented in accordance with the SEBI (SBEB and SE) Regulations will be open for inspection at the ensuing 11^th Annual General Meeting.

HUMAN RESOURCES

As of March 31, 2024, the number of employees increased to 9086 as compared to 8,712 as of March 31, 2023 due to the business expansions carried out by the Company and increase in number of restaurants.

In fiscal year 2024, the Human Resources function aimed at reinforcing an environment of openness, trust and empathy through impactful initiatives, thus nurturing the organizational culture, and fostering employee growth and well-being. With a workforce of ~9,000 employees spread across over 100 cities in India, there was a significant emphasis in building a culture of continuous learning and capability development to cater to the organization-wide requirements.

Culture of Continuous Learning

At Burger King, we believe in nurturing and honing internal talent to take up higher roles. We take great pride in our RAP program. Over the last nine years, the program has churned numerous Restaurant General Managers, Area Leads and Market Leads. Our entire focus is on enabling our frontline and operations leaders to develop their capability and skillset to better serve guests and also progress to higher roles within the organization.

FY 2024 was also a year where we made substantial progress in driving behavioural interventions at various levels. The Eklavya initiative provided hands-on training and skill enhancement for existing managers, while the Impact program offered advanced leadership training for our Area Managers. Additionally, the Wings program was launched to train first-time managers in essential leadership skills.

To digitally enhance talent development, LEAP - the learning portal was introduced, providing frontline members with easy access to a comprehensive range of learning materials for a streamlined learning experience. Additionally, this portal facilitated fair promotion opportunities through a tenure-based nomination system, ensuring an equitable and transparent advancement process.

High Touch Work environment

Recognizing the importance of strong communication and employee engagement, efforts were made to improve communication and raise awareness on key topics. To foster stronger connections with

restaurant teams, initiatives like Chai Pe Charcha and Coffee with Managers were introduced.

The BK Buddy feedback survey was conducted for the second time - to actively listen to employees, and driving crucial cultural shifts essential for a positive work environment.

Emphasis was placed on ensuring that awareness campaigns and posters on key compliance topics and essential information were communicated to employees timely and effectively.

Additionally, to improve visibility as an employer of choice and attract a diverse pool of candidates, there was an enhanced presence on LinkedIn, showcasing the vibrant work culture, BK Pillars, and employee success stories. This initiative not only aimed to attract top talent but also to connect with people on a broader scale, fostering a sense of community and engagement both within and outside the organization.

Culture of Appreciation / Positive strokes

The I Shine program was introduced to recognize and appreciate members who exemplify organizational values across functions, creating an inspiring and rewarding workplace. Managers were encouraged to support work-life balance within their teams and also to build a culture of appreciation and recognition. This approach is vital for a growing organisation as it boosts morale, fosters loyalty, and motivates employees to consistently perform at their best.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided separately as âAnnexure Iâ to this Report.

Details of employee remuneration as required under provisions of Section 197(12) of the Act and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Annual Report. However, in terms of Section 136(1) of the Act and the rules made thereunder, the Report and Financial Statements are being sent to the shareholders excluding the aforesaid information. Any shareholder interested in obtaining copy of the aforesaid information, may send an email to the Company Secretary and Compliance Officer at [email protected].

AUDITORS

Statutory Auditors

M/s. S R B C & CO LLP, Chartered Accountants (''SRBC''), previous Statutory Auditors of the Company were first appointed by the Company on November 5, 2014 to fill the casual vacancy, in the Extra-Ordinary General Meeting, to hold the office until the conclusion of first Annual General Meeting (''AGM''). In the first AGM of the Company held on April 6, 2015, they were re-appointed as the statutory auditors to hold office from the conclusion of first AGM up to the conclusion of 6^th AGM of the Company. Thereafter, in 6^th AGM held on August 29, 2019, they were re-appointed as the statutory auditors to hold office from the conclusion of 6^th AGM up to the conclusion of 11^th AGM of the Company to be held for the financial year ending on March 31, 2024.

However, as per understanding of SRBC on the term of appointment of statutory auditors pursuant to Section 139 of Act, 2013, their total tenure of 10 years was to be completed in the 10^th AGM of the Company to be held in the year 2023 and they were ineligible to countinue as statutory auditors after 10^th AGM of the Company. Accordingly, SRBC vide their letter dated August 7, 2023, had communicated their resignation as Statutory Auditors of the Company with effect from the conclusion of the 10^th Annual General Meeting of the Company. Pursuant to the SEBI Circular No. CIR/CFD/CMD1/114/2019 dated October 18, 2019, SRBC issued limited review report for the quarter ended June 30, 2023.

M/s. B S R & CO LLP, Chartered Accountants, (Firm Registration No. 101248W/W-100022) were appointed as the statutory auditors of the Company for the first term of 5 years by the Members at the AGM held on August 7, 2023 and they shall hold the office till the conclusion of the AGM to be held for the financial year ended March 31, 2028.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. Also, no fraud has been reported by the auditor as per Section 143(12) of the Act.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Mehta and Mehta, Company Secretaries as the Secretarial Auditors for conducting the secretarial audit for the financial year 2023-24.

In terms of the provisions of sub-section (1) of Section 204 of the Act, the Secretarial Audit Report given by the Secretarial Auditors in Form MR-3 is annexed as âAnnexure IIâ of the Director''s Report. The Secretarial Audit report does not contain any qualifications, reservation or adverse remarks.

Internal Auditor

The Company had appointed M/s PKF Sridhar & Santhanam LLP as the internal auditor of the Company for the financial year 2023-24 as per the requirements of the Act.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act, your Directors, to the best of their knowledge and belief and according to information and explanation obtained by them, confirm that:

1. In the preparation of the annual financial statements for the financial year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation related to material departures;

2. They have selected such accounting policies and applied them consistently and 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 for the financial year ended March 31, 2024 and of the loss of the Company for the same period;

3. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. They have prepared the annual financial statements on a going concern basis; and

5. They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively;

CORPORATE GOVERNANCE AND STATEMENT ON COMPLIANCE OF THE SECRETARIAL STANDARDS

The Company has complied with the corporate governance requirements under the Act, and as stipulated under the SEBI Listing Regulations. A separate report on corporate governance under the SEBI Listing Regulations, along with the certificate from the Practicing Company Secretary confirming the compliance, is annexed and forms part of this Annual Report.

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of Board of Directors and General Meetings.

MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis is annexed and forms part of this Annual Report.

DIVIDEND DISTRIBUTION POLICY

The dividend distribution policy of the Company is enclosed as âAnnexure IIIâ to the Director''s Report and also available on the Company''s website at www.burgerking.in.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

Pursuant to Regulation 34 of the SEBI Listing Regulations, BRSR forms part of this Annual Report, which describes the initiatives taken by the Company from an environmental, social and governance perspective.

OTHER DISCLOSURES

During the financial year under review:

1. The Whole-time Director did not receive any remuneration or commission from the holding company and any of the subsidiaries of the Company.

2. No disclosure or reporting is required in respect of the following items as there were no transactions /events on these items:

a) Issue of equity shares with differential rights as to dividend, voting or otherwise;

b) Issue of sweat equity shares; and

c) Buyback of shares.

3. There was no revision of financial statements and Directors'' Report of the Company.

4. No application has been made under the Insolvency and Bankruptcy Code. The requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) along with their status as at the end of the financial year is not applicable.

5. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

ACKNOWLEDGEMENTS AND APPRECIATION

The Directors wish to convey their appreciation to all of the

Company''s employees for their enormous personal efforts

as well as their collective contribution to the Company''s performance. The Directors would also like to thank the shareholders, customers, dealers, suppliers, bankers, government, business associates and other stakeholders for the continuous support given by them to the Company and their confidence in its management.

For and on behalf of the Board of Directors For Restaurant Brands Asia Limited (Formerly known as Burger King India Limited)

Tara Subramaniam Rajeev Varman

Independent Director Whole-time Director & Group CEO

DIN:07654007 DIN:03576356

Place: Mumbai Date: May 16, 2024

Mar 31, 2023

Your Directors present the Tenth (10^th) Annual Report on the Company''s business and operations, together with the Audited Financial Statements for the financial year ended March 31, 2023 and other accompanying reports, notes and certificates.

FINANCIAL HIGHLIGHTS AND PERFORMANCE

The financial highlights of the Company for the year ended March 31, 2023 are as follows:

(Rs. in Million)
Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	14,396.51	9,437.09	20,542.79	14,902.73
Other Income	325.32	205.29	359.59	224.38
Total Income	14,721.83	9,642.38	20,902.38	15,127.11
Less: Cost of materials consumed	4,841.05	3,231.36	7,356.94	5,498.06
Less: Employee benefit expenses	2,280.12	1,539.77	3,668.78	2,668.05
Less: Finance cost	895.65	679.53	1,051.79	953.58
Less: Depreciation and amortisation expenses	1,801.97	1,356.95	2,840.42	2,335.84
Less:Other expenses	5,621.07	3,764.23	8,402.47	5,771.27
Loss before Exceptional items and Tax Expense	(718.03)	(929.46)	(2,418.02)	(2,099.69)
Add: Exceptional items	-	-	-	251.85
Loss before Tax Expense	(718.03)	(929.46)	(2,418.02)	(2,351.54)
Less: Tax Expense (Current & Deferred)	-	-	-	-
Loss for the year (1)	(718.03)	(929.46)	(2,418.02)	(2,351.54)
Total other comprehensive income/ (loss) for the year, net of tax (2)	(3.57)	(6.77)	33.05	(47.40)
Total comprehensive loss for the year, net of tax (1 2)	(721.60)	(936.23)	(2,384.97)	(2,398.94)
Equity holders of the parent	NA	NA	(2,183.75)	(2,010.75)
Non-controlling interests	NA	NA	(201.22)	(388.19)
Opening balance of retained earnings	(6,080.87)	(5,151.41)	(9,694.24)	(6,874.02)
Closing balance of retained earnings	(6,798.90)	(6,080.87)	(12,037.80)	(9,694.24)

During the financial year 2022-23, the Company reported total income of ''14,721.83 million on standalone basis and ''20,902.38 million on a consolidated basis, increase of 52.68% on standalone basis and 38.18% on a consolidated basis from the financial year 2021-22 mainly on account of new restaurant addition and Average Daily Sales (ADS) recovery. The total expenditure excluding exceptional items was ''15,439.86 million on standalone basis and ''23,320.40 million on a consolidated basis, increase of 46.05% on standalone basis and 35.37% on a consolidated basis from the financial year 2021-22. The Company''s gross margin improved by 61 basis points on standalone basis during the financial year 2022-23 at 66.37% as compared to 65.76% in the financial year 2021-22. The Company''s gross margin improved by 108 basis points on consolidated basis during the financial year 2022-23 at 64.19% as compared to 63.11% in financial year 2021-22.

COMPANY OVERVIEW AND STATE OF COMPANY AFFAIRS

Restaurant Brands Asia Limited (the ''Company''/ ''RBA'') embarked on its journey in 2013 and since then it has become one of the fastest growing international Quick Service Restaurant (''QSR'') chain in India during the first five years of its operations based on the number of restaurants. As the national master franchisee of the BURGER KINGÂ® brand in India, it has exclusive rights to develop, establish, operate and franchise BURGER KINGÂ® branded restaurants in India. The master franchisee arrangement provides RBA with the ability to use Burger King''s globally recognised brand name to grow business in India, while leveraging the technical, marketing and operational expertise associated with the global BURGER KINGÂ® brand. RBA through its subsidiaries in Indonesia runs the national master franchisee of the brand BURGER KINGÂ® and brand PopeyesÂ®. It has exclusive rights through its subsidiaries to develop, establish, operate and franchise BURGER KINGÂ® and PopeyesÂ® brand in Indonesia.

As of March 31,2023, the Company had a widespread network of 391 Burger KingÂ® restaurants, including 7 sub-franchisee restaurants in India.

A key focus of the business is promoting and maintaining operational quality, a people-centric culture and an effective technology system that enables us to optimise the performance of the restaurants and enhance customer experience, thus, offering and contributing to the Company''s growth.

The Company possesses following competitive strengths:

â¢ Exclusive national master franchise rights in India

â¢ Strong customer proposition

â¢ Brand positioning for millennials

â¢ Vertically managed and scalable supply chain

â¢ 0 perational quality, a people-centric operating culture, and effective technology systems

â¢ Well defined restaurant roll-out and development process

â¢ Experienced and professional management team

Please refer to the section on Business Overview in the Management Discussion and Analysis for a detailed overview and state of company affairs.

DIVIDEND & APPROPRIATIONS

Since the Company did not make any profit during the financial year, the Directors of your Company do not recommend any dividend for the financial year under review.

TRANSFER TO RESERVES

In view of the losses incurred during the financial year, no amount is proposed to be transferred to the reserves during the financial year under review, except as required under any statue.

SHARE CAPITAL

(a) Authorised Share Capital

0 uring the year under review, there was no change in the authorised share capital of the Company.

0he Authorized Share Capital of the Company is ''6,00,00,00,000/- (Rupees Six Hundred Crore Only) divided into 60,00,00,000 (Sixty Crore) equity shares of ''10/- each, as on March 31, 2023.

(b) Issued, Subscribed and Paid-up Share Capital

0 uring the financial year under review, Company issued and allotted 18,05,607 equity shares of face value of ''10/-each pursuant to exercise of stock options granted by the Company in terms of the Company''s Employee Stock Option Scheme, 2015.

As on March 31,2023, the issued, subscribed and paid-up share capital of the Company is ''4,94,55,43,490/- divided into 49,45,54,349 equity shares of ''10/- each.

(c) Utilization of proceeds of Preferential Allotment, Initial Public Offer (''IPO'') and Qualified Institutions Placement (''QIP'')

Ahere has been no deviation in the use of proceeds of the Preferential Issue, IPO and QIP from the objects stated in the Offer document as per Regulation 32 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations''). The Company has been disclosing on a quarterly basis to the Audit Committee, the uses / application of proceeds / funds raised from Preferential Issue, IPO and QIP and the same is also filed with the Stock Exchanges on a quarterly basis, as applicable.

Ahe funds raised under the Preferential Issue and IPO were fully utilised by the Company during the year under review.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

DIRECTORS

Re-appointment

In accordance with the provisions of the Companies Act, 2013 (''the Act'') and the Articles of Association of the Company:

1. M r. Ajay Kaul, Non-Executive Director of the Company, was due to retire by rotation at the 9^th Annual General Meeting and being eligible, had offered himself for reappointment. He was re-appointed at the Annual General Meeting held on September 14, 2022.

2. M r. Jaspal Singh Sabharwal, Non-Executive Director of the Company, is liable to retire by rotation at this Annual General Meeting and being eligible, has offered himself for re-appointment. The Board of Directors recommend his re-appointment for consideration by the shareholders of the Company at the ensuing Annual General Meeting.

R esolution seeking his re-appointment along with his profile as required under Regulation 36(3) of SEBI Listing Regulations forms part of the Notice of 10^th Annual General Meeting.

Appointments and Resignations

During the year under review, Mr. Rafael Odorizzi De Oliveira who was appointed as Additional Director of the Company w.e.f. February 3, 2022, was regularized as Non-Executive (NonIndependent Director). He shall be liable to retire by rotation.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (''KMP'') of the Company as per Section 2(51) and 203 of the Act as on March 31, 2023 are as follows:

Name of the KMP	Designation
Mr. Rajeev Varman	Whole-time Director and Group Chief Executive Officer
Mr. Sumit Zaveri	Group Chief Financial Officer and Chief Business Officer
Mr. Sameer Patel	Chief Financial Officer (India)
Ms. Madhulika Rawat	Company Secretary and Compliance Officer

During the year under review,

1. M r. Rajeev Varman''s designation has been elevated from "Whole-time Director and Chief Executive Officer" to "Whole-time Director and Group Chief Executive Officer"with effect from June 1, 2022.

2. M r. Sumit Zaveri had been elevated from the position of Chief Financial Officer of the Company and appointed as "Group Chief Financial Officer and Chief Business Officer" of the Company with effect from June 1, 2022. Mr. Sumit Zaveri continues to be a Key Managerial Personnel of the Company as per the Companies Act, 2013.

3. M r. Sameer Patel had been appointed as the Chief Financial Officer (India) and designated as Key Managerial Personnel of the Company with effect from June 1,2022.

During the year under review, except as stated above, there

were no other changes in the Directors and Key Managerial

Personnel of the Company.

BOARD OF DIRECTORS, MEETINGS AND ITS COMMITTEES

Composition of Board of Directors

The Composition of the Board of Directors as on March 31, 2023 is as follows:

Sr. No.	Name of the Director	Designation/Status	DIN
1.	Mr. Shivakumar Dega	Chairman and Independent Director	00364444
2.	Mr. Rajeev Varman	Whole-time Director and Group CEO	03576356
3.	Mrs. Tara Subramaniam	Independent Director	07654007
4.	Mr. Sandeep Chaudhary	Independent Director	06968827
5.	Mr. Amit Manocha	Non- Executive Director	01864156
6.	Mr. Jaspal Singh Sabharwal	Non- Executive Director	00899094
7.	Mr. Ajay Kaul	Non- Executive Director	00062135
8.	Mr. Rafael Odorizzi De Oliveira	Non- Executive Director	09492506

Number of Board Meetings

During the financial year ended March 31, 2023, the Board of Directors met 8 (eight) times viz., on, May 30, 2022, July 26, 2022, August 12, 2022, November 11, 2022, February 8, 2023, February 16, 2023, March 23, 2023 and March 28, 2023. The maximum interval between any two meetings did not exceed 120 days.

Details of the meetings of the Board along with the attendance of the Directors therein have been disclosed as part of the Report on Corporate Governance forming part of this Annual Report.

Audit Committee

The details pertaining to the composition, terms of reference and other details of the Audit Committee of the Board of Directors of your Company and the meetings thereof held during the financial year are given in the Report on Corporate Governance forming part of this Annual Report.

The recommendations of the Audit Committee in terms of its charter were considered positively by the Board of Directors of your Company from time to time during the financial year.

Nomination and Remuneration Committee

The details including the composition, terms of reference of the Nomination and Remuneration Committee and the meetings thereof held during the financial year and other matters provided in Section 178(3) of the Act are given in the Report on Corporate Governance forming part of this Annual Report.

Company''s policy on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters

In accordance with the provisions of Section 134(3)(e), sub section (3) and (4) of Section 178 of the Act and Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations, the Company has formulated Nomination and Remuneration Policy to provide a framework for remuneration of members of the board of directors of the Company, key managerial personnel, and other employees of the Company.

The Nomination and Remuneration Policy of the Company can be accessed on the website of the Company at https://www. burgerking.in/investor-relations.

Other Committees

The details of other Committees of the Board are given under the Report on Corporate Governance forming part of this Annual Report.

Declaration by Independent Directors

Pursuant to the provisions under Section 134(3)(d) of the Act, with respect to statement on declaration given by Independent Directors under Section 149(6) of the Act, the Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of independence as provided in the said Section 149(6) and relevant Regulation of SEBI Listing Regulations.

Terms and conditions for Independent Directors are put up on the website of the Company and can be accessed at https:// www.burgerking.in/investor-relations.

Formal Annual Evaluation

The Board performance was evaluated based on inputs received from all the Directors after considering criteria such as Board''s effectiveness in decision making, in providing necessary advice and suggestions to the Company''s management, etc.

A separate meeting of the Independent Directors was also held during the financial year on February 8, 2023 for evaluation of the performance of the Non-Independent Directors, the Board as a whole and that of the Chairman.

The Nomination and Remuneration Committee has also reviewed the performance of the individual directors based on their knowledge, level of preparation and effective participation in meetings, contribution towards positive growth of the Company, etc.

Familiarization programme for Independent Directors

Towards familiarization of the Independent Directors with the Company, periodic presentations are made at the Board and Committee meetings on business and performance updates of the Company, global business environment, business strategy and risk involved including their roles, rights, responsibility in the Company, nature of the industry in which the Company operates, business model of the Company and related matters.

STATUTORY DISCLOSURES

Requirements for maintenance of cost records

The Company is not required to maintain the cost records as specified by Central Government under Section 148(1) of the Act and rules made thereunder.

Vigil Mechanism & Whistle-blower policy

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

The Vigil Mechanism & Whistle-blower Policy provides a channel to the employees, directors and other stakeholders to report about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct, regulatory requirements, incorrect or misrepresentation of any financial statements and such other matters.

Annual Return

As required under Section 92(3) of the Act, Annual Return is hosted on the website of the Company at www.burgerking.in.

Particulars of contracts or arrangements with related parties

All related party transactions entered into during the financial year under review were approved by the audit committee and the board, as required, from time to time and the same are disclosed in the notes forming part of the financial statements provided in this Annual Report.

Further, in terms of the provisions of Section 188(1) of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, all contracts/ arrangements/ transactions entered into by the Company with its related parties, during the financial year under review, were

â¢ in "ordinary course of business" of the Company;

â¢ on an "arm''s length basis"; and

â¢ not "material".

All transactions with related parties are in accordance with the policy on related party transactions formulated by the Company. Accordingly, Form No. AOC-2, prescribed under the provisions of Section 134(3)(h) of the Act and rule 8 of the Companies (Accounts) Rules, 2014, for disclosure of details of related party transactions, which are not at "arm''s length basis" and also which are "material and at arm''s length basis", is not provided as annexure to this Report.

Particulars of Loan, Guarantee, Security and Investments

Details of loans given, investments made or guarantees given or security provided, if any, as per the provisions of Section 186 of the Act and Regulation 34(3) read with Schedule V of

the SEBI Listing Regulations are given in the notes forming part of the financial statements provided in this Annual Report.

Deposits

The Company has not accepted any deposits from the public within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

As the Company has not accepted any deposit during the financial year under review, there is no non-compliance with the requirements of Chapter V of the Act.

Risk Management Policy

The Company has a mechanism to identify and evaluate business risks and opportunities. This mechanism seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage and helps in identifying risk trends, exposure and potential impact analysis at a Company level as well as for different business segments. The Company has a Risk Management Policy in place to identify, assess, mitigate, monitor, and report the key risk categories (including Strategic, Financial, Operational, Regulatory, Reputational, Third-party, Sustainability, Technological Risks) on a periodic basis.

Board has constituted a Risk Management Committee of the Board, to assist the Board with regard to the identification, evaluation and mitigation of operational, strategic and external risks. More details on risks and threats have been disclosed in the section "Management Discussion and Analysis" forming an integral part of this Annual Report.

Internal Financial Control and their adequacy

Considering the size and nature of the business, presently adequate internal controls systems with reference to financial statements are in place. However, as and when Company achieves further growth and higher level of operations, the Company will review the internal control system to match the size and scale of operations, if required.

The Company has proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against unauthorized use or disposition and that the transactions are authorised and recorded correctly.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is provided herein below:
(A)	Conservation of Energy
	(i)	The steps taken or impact on conservation of energy	Reduced use of electricity and gas is structurally build in the Company''s restaurant construction design and the Company sources the equipments like holding units, friers, etc. that ensures reduced consumption of energy and gas. Also electrical system installation ensures minimum fluctuation resulting in withdrawal of right amount of power.
	(ii)	The steps taken by the company for utilising alternate sources of energy	Use of e-bikes at restaurants
	(iii)	The capital investment on energy conservation equipments	Nil
(B)	Technology absorption
	(i)	The efforts made towards technology absorption	Nil
	(ii)	The benefits derived like product improvement, cost reduction, product development or import substitution	Nil
	(iii)	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
		(a) The details of Technology imported; (b) The year of Import; (c) Whether the technology been fully absorbed; and	N.A.
		(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof
	(iv)	The expenditure incurred on Research and Development.	Nil
(C)	Foreign Exchange Earnings and Outgo
	(i)	Foreign Exchange Earnings by the Company	-
	(ii)	Foreign Exchange Expenditure by the Company ('' in Million)	1,896.26

Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The objective of this policy is to lay clear guidelines and provide right direction in case of any reported incidence of sexual harassment across the Company''s offices, and take appropriate decision in resolving such issues. An Internal Complaints Committee (''ICC'') has been set up to redress the complaints received regarding sexual harassment.

During the financial year under review, 14 complaints with respect to sexual harassment were received and resolved by the Committee.

There were no unresolved complaints at the end of the financial year under review.

Material changes and commitments affecting the financial position of the Company

A. Additional infusion in PT Sari Burger Indonesia

D uring the financial year ended March 31, 2023, the Company has infused ''1,243.99 million on February 24, 2023 by subscribing to 64,146 fresh equity shares of PT Sari Burger Indonesia (''BK Indonesia''). Pursuant to the additional investment made, the Company''s controlling stake in BK Indonesia has increased to 88.80% from 87.75%.

B. Corporate guarantee and performance guarantee

i. D uring the financial year ended March 31, 2023, the Company has issued Corporate Guarantee in favour of PT Bank CIMB Niaga Tbk amounting to IDR 85,575.50 million (equivalent to ''469.90 million) and in favour of PT Bank Central Asia Tbk amounting to IDR 4,10,000 million (equivalent to ''2,251.31 million) and USD 0.28 million (equivalent to ''22.99 million)

to secure BK Indonesia''s liabilities towards the aforesaid banks.

ii. The outstanding borrowings in the books of BK Indonesia as on March 31, 2023 is ''1,648.00 million (March 31, 2022: ''1,419.36 million). The Company has charged commission in respect of corporate guarantee.

iii. T he Company has provided performance guarantee amounting to USD 551,221 as determined on February 22, 2023 in favour of BK Asia Pac Pte. Ltd. (''BK Asia Pac'') for securing the obligations of BK Indonesia as per the Master Franchisee and Development Agreement dated December 4, 2014 (''Indonesia MFDA''). The aforesaid guarantee amount would be determined, agreed and/or modified prior to every financial year end. Amount of outstanding payables by BK Indonesia to BK Asia Pac as on March 31, 2023 is ''22.47 million (March 31, 2022: ''20.28 million).

iv. T ursuant to the Side Letter executed between the Company and PLK Apac Pte. Ltd. (''PLK'') on July 27, 2022, the Company has provided performance guarantee amounting to USD 12,53,656 as determined on July 27, 2022 in favour of PLK for securing the obligations of PT Sari Chicken Indonesia as per the Master Franchisee and Development Agreement dated July 27, 2022 executed between PT Sari Chicken Indonesia, PLK and BK Indonesia. The aforesaid guarantee amount would be determined, agreed and/or modified prior to every financial year end pursuant to the aforesaid Side Letter. Amount of outstanding payables by PT Sari Chicken Indonesia to PLK as on March 31, 2023 is ''1.29 million (March 31, 2022: ''NIL).

T he Company has charged commission in respect of performance guarantee.

Details in respect of frauds reported by Auditors under sub-section (12) of Section 143 other than those which are reportable to the Central Government

During the financial year under review, no frauds were reported by the Auditors under Section 143(12) of the Act other than those which are reportable to the Central Government.

Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future

During the financial year under review, no orders were passed by any regulators, courts or tribunals which could impact the going concern status and the company''s operations in future.

Change in the nature of business

There was no change in the nature of business during the financial year under review.

Subsidiaries, Joint Ventures or Associate Companies and Consolidated Financial Statements

A. PT Sari Burger Indonesia (''BK Indonesia'')

T he Company holds 88.80% stake in BK Indonesia. It is the material subsidiary of the Company.

T K Indonesia is the national master franchise of the BURGER KINGÂ® brand in Indonesia. It has exclusive rights to develop, establish, own, operate and franchise Burger King^Â® branded restaurants in Indonesia. As on March 31, 2023, BK Indonesia has 176 restaurants.

T K Indonesia generated revenue of ''6,027.61 million during the financial year 2022-23, increase of 10.28% from the financial year 2021-22. BK Indonesia incurred a loss of ''1,596.30 million during the financial year 2022-23.

B. PT Sari Chicken Indonesia

TT Sari Chicken Indonesia is a wholly owned subsidiary of BK Indonesia, subsidiary of the Company. PT Sari Chicken Indonesia, has acquired exclusive master franchise and development rights in Indonesia to develop, establish, own, operate, and to grant franchises, of POPEYESÂ® restaurants in July 2022.

TT Sari Chicken Indonesia launched the iconic US Fried Chicken brand PopeyesÂ® restaurant in Indonesia in the month of December 31,2022. As on March 31,2023, it has 10 restaurants.

TopeyesÂ® brand was founded in New Orleans in 1972, PopeyesÂ® has more than 50 years of history and culinary tradition. PopeyesÂ® distinguishes itself with a unique New Orleans style menu featuring spicy chicken, chicken tenders, fried shrimp, and other regional items. The chain''s passion for its Louisiana heritage and flavourful authentic food has allowed Popeyes^Â® to become one of the world''s largest chicken quick service restaurants with over 3,900 restaurants in the U.S. and around the world.

TT Sari Chicken Indonesia generated revenue of ''118.65 million during the financial year 2022-23. It incurred a loss of ''89.35 million during the financial year 2022-23.

The consolidated financial statement is also being presented in addition to the standalone financial statements of the Company in this Annual Report.

Further, there were no other companies which has/ have become/ ceased to become a Subsidiary/ Joint Ventures/ Associate Companies during financial year 2022-23.

Corporate Social Responsibility Policy

The Corporate Social Responsibility Policy of the Company can be accessed on the website of the Company at https:// www. burgerking.in/investor-relations.

Employee Stock Option Scheme

The Company had implemented the BK Employee Stock Option Scheme 2015 (''ESOS 2015'' / ''Scheme''). The objective of the ESOS 2015 is to attract and retain talent by way of rewarding their association and performance and to motivate them to contribute to the overall corporate growth and profitability.

The ESOS 2015 was originally approved by the Board of Directors on September 21, 2015 and the shareholders (being a private company at that time) vide an ordinary resolution passed on September 21, 2015. Options were granted from time to time thereafter. Subsequently, the ESOS 2015 was amended basis applicable laws vide shareholders'' resolutions dated April 25, 2018, June 28, 2019, October 23, 2019 and November 13, 2020.

The ESOS 2015 being a pre IPO Scheme was also ratified by the shareholders of the Company subsequent to the IPO of the Company by passing a special resolution on January 28, 2021.

The ESOS 2015 was further amended pursuant to the approval of the Nomination and Remuneration Committee vide its resolution dated March 25, 2022 and Board of Directors resolution dated March 29, 2022 to align the ESOS 2015 with provisions made under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021(''SEBI (SBEB and SE) Regulations''). The current ESOS 2015 envisages grant not exceeding a total number of 15,226,900 options to the eligible employees which includes options which were already granted and options which have been exercised in the past. The ESOS 2015 contemplates a statutory minimum vesting period of one year to maximum of five years. After vesting of options, the employees earn a right (but not an obligation) to exercise the vested options on or after the vesting date within the maximum exercise period of three years with a flexibility for shorter exercise periods in case of termination of employees or for reasons including resignation, retirement or death.

Upon exercise of one vested option, the employees can obtain one equity share of the Company subject to the payment of exercise price and satisfaction of any tax obligation arising

thereon. Equity shares allotted by the Company under the ESOS 2015 shall rank pari passu in all respects with the existing fully paid equity shares.

The Nomination and Remuneration Committee administers the ESOS 2015 and acts as the compensation committee as envisaged under the SEBI (SBEB and SE) Regulations.

HUMAN RESOURCES

As of March 31, 2023, the number of employees increased to 8,712 as compared to 7,784 as of March 31, 2022 due to the business expansions carried out by the Company and increase in number of restaurants.

The Company''s focus is on making efficient and effective use of its human talent to achieve its organizational goals. The human resource team carries out various activities to ensure smooth operations and create an overall positive work environment for all its employees. Periodic employee pulse surveys are conducted in order to understand employee satisfaction levels and gather feedback from its employees, in order to identify areas for improvement and take necessary actions. The Company regards human resource as its most valuable asset. The Company undertakes training and development programs at regular intervals to encourage a performance driven culture among its employees. The Company has been recruiting and selecting qualified individuals for diverse roles at its restaurants and Restaurant Support Centre''s (Corporate). Various recognition programs and incentive schemes were introduced to recognize and reward excellent performances and motivate employee''s contribution towards the organization. By partnering with a mental health organization - Trijog, the Company has launched a dedicated mental health hotline, providing access to qualified psychologists, confidential support and other resources to its employees. Going forward, the Company''s ambition is to have a highly engaged workforce, with less attrition and more focus on the employee''s satisfaction, growth and development.

PARTICULARS OF EMPLOYEES

In terms of Section 136(1) of the Act and the rules made thereunder, the Report and Financial Statements are being sent to the shareholders excluding the aforesaid information. Any shareholder interested in obtaining copy of the aforesaid information, may send an email to the Company Secretary and Compliance Officer at [email protected].

AUDITORS Statutory Auditors

M/s. S R B C & CO LLP, Chartered Accountants, (Firm Registration No. 324982E/E300003) were appointed as the statutory auditors of the Company for a second term of 5 years by the Members at the Annual General Meeting (''AGM'') held on August 29, 2019.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. Also, no fraud has been reported by the auditor as per Section 143(12) of the Act.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Mehta and Mehta, Company Secretaries as the Secretarial Auditors for conducting the secretarial audit for the financial year 2022-23.

In terms of the provisions of sub-section (1) of Section 204 of the Act, the Secretarial Audit Report given by the Secretarial auditor in Form MR-3 is annexed as âAnnexure IIâ of the Director''s Report. The Secretarial Audit report does not contain any qualifications, reservation or adverse remarks.

Internal Auditor

The Company had appointed M/s PKF Sridhar & Santhanam LLP as the internal auditor of the Company for the financial year 2022-23 as per the requirements of the Act.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act, your Directors, to the best of their knowledge and belief and according to information and explanation obtained by them, confirm that:

1. I n the preparation of the annual financial statements for the financial year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation related to material departures;

2. T hey have selected such accounting policies and applied them consistently and 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 for the financial year ended March 31,2023 and of the loss of the Company for the same period;

3. T hey have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. T hey have prepared the annual financial statements on a going concern basis;

5. T hey have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively; and

6. T hey have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

CORPORATE GOVERNANCE AND STATEMENT ON COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the corporate governance requirements under the Act, and as stipulated under the SEBI Listing Regulations. A separate report on corporate governance under the SEBI Listing Regulations, along with the certificate from the Practicing Company Secretary confirming the compliance, is annexed and forms part of this Annual Report.

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of Board of Directors and General Meetings.

MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis is annexed and forms part of this Annual Report.

DIVIDEND DISTRIBUTION POLICY

The dividend distribution policy of the Company is enclosed as âAnnexure IIIâ to the Director''s Report and also available on the Company''s website at www.burgerking.in.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (''BRSR'')

Pursuant to Regulation 34 of the SEBI Listing Regulations, BRSR forms part of this Annual Report, which describes the initiatives taken by the Company from an environmental, social and governance perspective.

OTHER DISCLOSURES

During the financial year under review:

1. T he Whole-time Director did not receive any remuneration or commission from the holding company and any of the subsidiaries of the Company.

2. T o disclosure or reporting is required in respect of the following items as there were no transactions /events on these items:

a. I ssue of equity shares with differential rights as to dividend, voting or otherwise;

b. Issue of sweat equity shares; and

c. Buyback of shares.

3. T here was no revision of financial statements and Directors'' Report of the Company.

4. T o application has been made under the Insolvency and Bankruptcy Code. The requirement to disclose the details

of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) along with their status as at the end of the financial year is not applicable.

5. The requirement to disclose the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

ACKNOWLEDGEMENTS AND APPRECIATION

The Directors wish to convey their appreciation to all of the Company''s employees for their enormous personal efforts as well as their collective contribution to the Company''s performance. The Directors would also like to thank the shareholders, customers, dealers, suppliers, bankers, government, business associates for the continuous support given by them to the Company and their confidence in its management.

For and on behalf of the Board of Directors For Restaurant Brands Asia Limited (Formerly known as Burger King India Limited]

Shivakumar Dega Rajeev Varman

Chairman & Whole-time Director &

Independent Director Group CEO

DIN:00364444 DIN:03576356

Place: Mumbai Date: May 17, 2023

Mar 31, 2022

Your Directors present the Ninth (9^th) Annual Report on the Companyâs business and operations, together with the Audited Financial Statements for the financial year ended March 31,2022 and other accompanying reports, notes and certificates.

FINANCIAL HIGHLIGHTS AND PERFORMANCE

The Financial highlights of the Company for the year ended March 31,2022 are as follows:

('' in Million)
Particulars	Standalone		Consolidated
Particulars	2021-22	2020-21	2021-22	2020-21
Revenue from Operations	9,437.09	4,944.54	14,902.73	10,039.61
Other Income	205.29	284.78	224.38	340.52
Total Income	9,642.38	5,229.32	15,127.11	10,380.13
Less: Cost of materials consumed	3,231.36	1,756.41	5,498.06	3,968.09
Less: Employee benefit expenses	1,539.77	1,176.04	2,668.05	2,202.84
Less: Finance cost	679.53	821.21	953.58	1,044.41
Less: Depreciation and amortisation expenses	1,356.95	1,275.45	2,335.84	2,289.14
Less: Other expenses	3,764.23	1,862.22	5,771.27	3,619.18
Loss before Exceptional items and Tax Expense	(929.46)	(1,662.01)	(2,099.69)	(2,743.53)
Add: Exceptional items	-	77.11	251.85	77.11
Loss before Tax Expense	(929.46)	(1,739.12)	(2,351.54)	(2,820.64)
Less: Tax Expense (Current & Deferred)	-	-	-	-
Loss for the year (1)	(929.46)	(1,739.12)	(2,351.54)	(2,820.64)
Total other comprehensive income/ (loss) for the year, net of tax (2)	(6.77)	1.00	(47.40)	128.83
Total comprehensive loss for the year, net of tax (1 2)	(936.23)	(1,738.12)	(2,398.94)	(2,691.81)
Equity holders of the parent	(936.23)	(1,738.12)	(2,010.75)	(2,383.49)
Non-controlling interests	NA	NA	(388.19)	(308.32)
Opening balance of retained earnings	(5,151.41)	(3,412.30)	(6,874.02)	(3,412.30)
Closing balance of retained earnings	(6,080.87)	(5,151.41)	(9,694.23)	(6,874.02)

During the financial year 2021-22, the Company reported total income of ''9,642.38 million on Standalone basis and ''15,127.11 million on a Consolidated basis, increase of 84.39% on Standalone basis and 45.73% on a Consolidated basis from the financial year 2020-21 mainly on account of increase in dine-in sales and ease of lockdown restrictions in the country. The total expenditure excluding exceptional items was ''10,571.84 million on Standalone basis and ''17,226.80 million on a Consolidated basis, increase of 53.41% on Standalone basis and 31.27% on a Consolidated basis from the financial year 2020-21. The Companyâs gross margin improved by 1.28 basis points on Standalone basis during the financial year 2021-22 at 65.76% as compared to 64.48% in financial year 2020-21. The Companyâs gross margin improved by 2.63 basis points on Consolidated basis during the financial year 2021-22 at 63.11% as compared to 60.48% in financial year 2020-21.

Please refer to the section on Business Overview in the Management Discussion and Analysis for a detailed overview and state of company affairs.

DIVIDEND & APPROPRIATIONS

Since the Company did not make any profit during the financial year, the Directors of your Company do not recommend any dividend for the financial year under review.

TRANSFER TO RESERVES

In view of the losses during the financial year, no amount is proposed to be transferred to the reserve, except as required under any statue.

INCREASE IN SHARE CAPITAL

(a) Authorised Share Capital

During the financial year under review, Authorized Share Capital of the Company was increased from ''5,050,000,000/- divided into 505,000,000 equity shares of ''10/- each to ''6,000,000,000/- divided into 600,000,000 equity shares of ''10/- each and accordingly capital clause of Memorandum of Association was altered.

The Authorized Share Capital of the Company is ''6,000,000,000/- (Rupees Six Hundred Crore Only) divided into 600,000,000 (Sixty Crore) equity shares of ''10/- each as on March 31, 2022.

(b) Issued, Subscribed and Paid-up Share Capital

During the financial year under review, Company issued and allotted:

1) 108,480,018 equity shares of face value of ''10/-each at a premium of ''119.25/- per equity share to Qualified Institutional Buyers (''QIBs'') through Qualified Institutions Placement (''QIP'') of equity shares on February 16, 2022.

2) 1,289,080 equity shares of face value of ''10/- each pursuant to exercise of stock options granted by the Company in terms of the Companyâs Employees Stock Options Scheme, 2015.

The Issued, Subscribed and Paid-up Share Capital of the Company is ''4,927,487,420/- divided into 492,748,742 equity shares of ''10/- each as on March 31, 2022.

There has been no deviation in the use of proceeds of the Preferential Issue, Initial Public Offer and QIP from the objects stated in the Offer document as per Regulation 32 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,

Number of Board Meetings

During the financial year ended March 31, 2022, the Board of Directors met 9 (nine) times viz., on, May 26, 2021, August 13, 2021, August 26, 2021, October 29, 2021, November 12, 2021, December 15, 2021, January 24, 2022, March 7, 2022 and March 29, 2022. The maximum interval between any two meetings did not exceed 120 days.

Details of the meetings of the Board along with the attendance of the Directors therein have been disclosed as

BOARD OF DIRECTORS, MEETINGS AND ITS COMMITTEES

Composition of Board of Directors

The Composition of the Board of Directors as on March 31,2022 is hereunder:

Sr. No.	Name of the Director	Designation/Status	DIN
1.	Mr. Shivakumar Dega	Chairman and Independent Director	00364444
2.	Mr. Rajeev Varman	Whole-time Director and CEO	03576356
3.	Mrs. Tara Subramaniam	Independent Director	07654007
4.	Mr. Sandeep Chaudhary	Independent Director	06968827
5.	Mr. Amit Manocha	Non- Executive Director	01864156
6.	Mr. Jaspal Singh Sabharwal	Non- Executive Director	00899094
7.	Mr. Ajay Kaul	Non- Executive Director	00062135
8.	Mr. Rafael Odorizzi De Oliveira	Non- Executive Director	09492506

COMPANY OVERVIEW AND STATE OF COMPANY AFFAIRS

Restaurant Brands Asia Limited (âthe Companyâ) is one of the fastest growing international Quick Service Restaurant (âQSRâ) chains in India during the first five years of its operations. As the national master franchisee of the BURGER KINGÂ® brand in India, the Company has exclusive rights to develop, establish, own, operate and franchise Burger King branded restaurants in India. As of March 31, 2022, the Company had a widespread network of 315 restaurants, including 9 sub-franchisee restaurants in the country. The master franchisee arrangement provides the Company with the ability to use Burger Kingâs globally recognised brand name to grow its business in India, while leveraging the technical, marketing and operational expertise associated with the global Burger King brand.

A key focus of the business is promoting and maintaining operational quality, a people-centric culture and an effective technology system that enables us to optimise the performance of the restaurants and enhance customer experience, thus, offering and contributing to the Companyâs growth.

The Company possesses following competitive strengths:

â¢ Exclusive national master franchise rights in India

â¢ Strong customer proposition

â¢ Brand positioning for millennials

â¢ Vertically managed and scalable supply chain

â¢ Operational quality, a people-centric operating culture, and effective technology systems

â¢ Well defined restaurant roll-out and development process

â¢ Experienced and professional management team

The Company successfully completed the acquisition of controlling stake of 87.75% in PT Sari Burger Indonesia (''BK Indonesia'') on March 9, 2022. Consequent to the above, BK Indonesia has become a subsidiary of the Company wherein the Company holds 87.75% of its equity shares. Taking into account the similarity of BK Indonesiaâs business to ours, its shared vision and strategy, and the growth potential of the Indonesian market, it is believed that the said acquisition will support the Companyâs further growth and provide synergies that will make BURGER KINGÂ® a stronger QSR brand in Asia. In addition, the Company believes that diversifying the business into a new geographical region by acquiring an already established business that operates in a manner similar to us will lead to sustainable growth for the Company.

In view of expanding business in other geographies and also evaluating addition of other brands as a part of the portfolio of the Company, the name of the Company was changed from âBurger King India Limitedâ to âRestaurant Brands Asia Limitedâ with effect from February 2, 2022.

2015 (''SEBI Listing Regulations''). The Company has been disclosing on a quarterly basis to the Audit Committee, the uses / application of proceeds / funds raised from Preferential Issue, Initial Public Offer and QIP and the same is also filed with the Stock Exchanges on a quarterly basis, as applicable.

DETAILS OF DIRECTORS AND KEY MANAGERIALPERSONNELDIRECTORS

Re-appointment

In accordance with the provisions of the Companies Act, 2013

(âthe Actâ) and the Articles of Association of the Company:

1. Mr. Amit Manocha, Non-Executive Director of the Company, was due to retire by rotation at the 8^th Annual General Meeting and being eligible, had offered himself for re-appointment and was re-appointed at the Annual General Meeting held on August 25, 2021.

2. Mr. Ajay Kaul, Non-Executive Director of the Company, is due to retire by rotation at this Annual General Meeting and being eligible, has offered himself for re-appointment at the ensuing Annual General Meeting.

Resolution seeking his re-appointment along with his profile as required under Regulation 36(3) of SEBI Listing Regulations forms part of the Notice of 9^th Annual General Meeting.

Appointments and Resignations

During the year under review,

1. Mr. Peter Darrell Perdue resigned from the directorship of the Company w.e.f. October 30, 2021.

2. Mr. Ekrem Ozer was appointed as the Non-Executive Director of the Company w.e.f. October 29, 2021. He then resigned from the directorship of the Company w.e.f. January 29, 2022.

3. Mr. Rafael Odorizzi De Oliveira was appointed as the Non-Executive Director of the Company w.e.f. February 3, 2022.

The Board appreciates the valuable contribution made by Mr. Peter Darrell Perdue and Mr. Ekrem Ozer during their tenure on the Board of the Company.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (âKMPâ) of the Company as per Section 2(51) and 203 of the Act as on March 31, 2022 are as follows:

Name of the KMP	Designation
Mr. Rajeev Varman	Whole-time Director and Chief Executive Officer
Mr. Sumit Zaveri	Chief Financial Officer
Ms. Madhulika Rawat	Company Secretary and Compliance Officer

part of the Corporate Governance Report forming part of this Annual Report.

Audit Committee

The details pertaining to the composition, terms of reference and other details of the Audit Committee of the Board of Directors of your Company and the meetings thereof held during the financial year are given in the Report on Corporate Governance forming part of this Annual Report.

In line with the requirements of the Act and SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance, working of the Committees and the Directors individually.

The Board performance was evaluated based on inputs received from all the Directors after considering criteria such as Boardâs effectiveness in decision making, in providing necessary advice and suggestions to the Companyâs management, etc.

A separate meeting of the Independent Directors was also held during the financial year on January 24, 2022 for evaluation of the performance of the Non-Independent Directors, the Board as a whole and that of the Chairman.

The Nomination and Remuneration Committee has also reviewed the performance of the individual directors based on their knowledge, level of preparation and effective participation in meetings, contribution towards positive growth of the Company, etc.

Familiarization programme for Independent Directors

Towards familiarization of the Independent Directors with the Company, periodic presentations are made at the Board and Committee meetings on business and performance updates of the Company, global business environment, business strategy and risk involved including their roles, rights, responsibility in the Company, nature of the industry in which the Company operates, business model of the Company and related matters.

The details of such programs for familiarisation of the Independent Directors with the Company are available on the website of the Company at the web link: https://www. burgerking.in/investor-relations.

STATUTORY DISCLOSURES

Requirements for maintenance of cost records

The Company is not required to maintain the cost records as specified by Central Government under Section 148(1) of the Act and rules made thereunder.

Vigil Mechanism & Whistleblower policy

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of its business operations. The Vigil Mechanism & Whistleblower Policy provides a channel to the employees, directors and other stakeholders to report about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct, regulatory requirements, incorrect or misrepresentation of any financial statements and such other matters.

The recommendations of the Audit Committee in terms of its Charter were considered positively by the Board of Directors of your Company from time to time during the financial year.

Nomination and Remuneration Committee

The details including the composition, terms of reference of the Nomination and Remuneration Committee and the meetings thereof held during the financial year and other matters provided in Section 178(3) of the Act are given in the Report on Corporate Governance section forming part of this Annual Report.

Companyâs policy on Directorsâ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters

In accordance with the provisions of Section 134(3)(e); sub section (3) and (4) of Section 178 of the Act and Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations, the Company has formulated Nomination and Remuneration policy to provide a framework for remuneration of members of the board of directors of the Company, key managerial personnel, and other employees of the Company.

The Nomination and Remuneration Policy of the Company can be accessed on the website of the Company at https://www. burgerking.in/investor-relations.

Other Committees

The details of other Committees of the Board are given under the Report on Corporate Governance section forming part of this Annual Report.

Declaration by Independent Directors:

Pursuant to the provisions under Section 134(3)(d) of the Act, with respect to statement on declaration given by Independent Directors under Section 149(6) of the Act, the Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of independence as provided in the said Section 149(6) and relevant Regulation of SEBI Listing Regulations.

Terms and conditions for Independent Directors are put up on the website of the Company and can be accessed at https:// www.burgerking.in/investor-relations.

Formal Annual Evaluation

The Company has devised a policy for performance evaluation of its individual directors, the Board and the Committees constituted by it, which includes criteria for performance evaluation.

Annual Return

As required under Section 92(3) of the Act, Annual Return is hosted on the website of the Company at www.burgerking.in

Particulars of contracts or arrangements with related parties

Particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC-2 under Rule 8(2) of the Companies (Accounts) Rules, 2014 is enclosed as âAnnexure Iâ.

All transactions with related parties are in accordance with the policy on related party transactions formulated by the Company.

Particulars of Loan, Guarantee and Investments

Details of loans given, investments made or guarantees given or security provided, if any, as per the provisions of Section 186 of the Act and Regulation 34(3) read with Schedule V of the SEBI Listing Regulations are given in the notes forming part of the financial statements provided in this Annual Report.

Deposits

The Company has not accepted any deposits from the public within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

As the Company has not accepted any deposit during the financial year under review there is no non-compliance with the requirements of Chapter V of the Act.

Risk Management Policy

The Company has a robust strategy to identify and evaluate business risks and opportunities. This strategy seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companyâs competitive advantage and helps in identifying risks trend, exposure and potential impact analysis at a Company level as well as for different business segments.

Internal Financial Control and their adequacy

The Company has proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against unauthorized use or disposition and that the transactions are authorised and recorded correctly.

Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The objective of this policy is to lay clear guidelines and provide right direction in case of any reported incidence of sexual harassment across the Companyâs offices, and take appropriate decision in resolving such issues. An Internal Complaints Committee (âICCâ) has been set up to redress the complaints received regarding sexual harassment.

During the financial year under review, five complaints with respect to sexual harassment were received and resolved by the Committee.

There were no unresolved complaints at the end of the financial year under review.

Material changes and commitments affecting the financial position of the Company

A. Acquisition of BK Indonesia

The Company successfully completed the acquisition of controlling stake of 87.75% in BK Indonesia on March 9, 2022. Consequent to the above, BK Indonesia has become a subsidiary of the Company. Taking into account the similarity of BK Indonesiaâs business to ours, its shared vision and strategy, and the growth potential of the Indonesian market, it is believed that the said acquisition will support the Companyâs further growth and provide synergies that will make BURGER KINGÂ® a stronger QSR brand in Asia. In addition, the Company believes that diversifying the business into a new geographical region by acquiring an already established business that operates in a manner similar to us will lead to sustainable growth for the Company.

B. Impact of COVID 19 outbreak

COVID-19 pandemic has had a significant impact on the business operations of the Company for the year ended March 31, 2022 and March 31, 2021. The Company has assessed the impact of this pandemic on its business operations and has considered all relevant internal and external information available up to the date of approval of the financial statements, in determination of the recoverability and carrying value of financial assets and non-financial assets. The impact of the current surge in COVID-19 pandemic on the overall economic environment is uncertain and may affect the underlying assumptions and estimates used to prepare the Companyâs financial statements, whereby actual outcome may differ from those assumptions and estimates considered as at the date of approval of these financial statements. The Company will continue to closely monitor any material changes to future economic conditions. The Company continues to take various precautionary measures to ensure health and safety of its customers, employees and their families from COVID-19.

Since Company operates in QSR Segment, its inventory includes food items which are perishable in nature. Based on the situation of COVID-19 resulting in overall decline in customer frequencies, the Company had provided for food inventory and related commitments amounting to ''28.80 million during the year ended March 31, 2021.

Also, the Company has elected to apply the practical expedient of not assessing the rent concessions as a lease modification, as per the notification of Ministry of Corporate Affairs (''MCA'') dated July 24, 2020 and subsequently amended on June 18, 2021 in respect of IND - AS 116 for all rent concessions which are granted due to COVID-19 pandemic. As per the requirements of MCA notification, total lease concessions confirmed till March 31, 2022 of ''169.51 million has been adjusted

under rent expenses. Out of the total lease concessions confirmed till March 31, 2021 of ''425.87 million, ''249.84 million has been accounted under rent expenses (to the extent available) and balance of ''176.03 million has been accounted under other income for the year ended March 31, 2021.

C. Commitments

As per the Share Subscription cum Shareholdersâ Agreement executed between the Company, PT Mitra Adiperkasa TBK, and BK Indonesia on December 16, 2021, as amended (''SSHA''), the Company is committed to infuse USD 15 million in one or more tranches against the issuance of new shares by BK Indonesia.

Details in respect of frauds reported by Auditors under sub-section (12) of Section 143 other than those which are reportable to the Central Government

During the financial year under review, no frauds were reported by the Auditors under Section 143(12) of the Act other than those which are reportable to the Central Government.

Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future

As per the information available with the Board of Directors, there were no such orders passed against the Company.

Change in the nature of business

There was no change in the nature of business during the financial year under review.

Subsidiaries, Joint Ventures or Associate Companies and Consolidated Financial Statements A. PT Sari Burger Indonesia (âBK Indonesiaâ)

BK Indonesia has become the subsidiary of the Company w.e.f. March 9, 2022 consequent to the acquisition and the fresh capital infusion. The Company holds 87.75% stake in BK Indonesia. It is the material subsidiary of the Company. The acquisition of BK Indonesia is considered to be common control transaction under the relevant accounting standard and accordingly the financial statements have been consolidated using pooling of interest method, considering the date of acquisition to be April 1, 2020.

BK Indonesia is the national master franchise of the BURGER KINGÂ® brand in Indonesia, it has exclusive rights to develop, establish, own, operate and franchise Burger King branded restaurants in Indonesia. As on March 31,2022, BK Indonesia has 177 restaurants.

BK Indonesia generated revenue of ''5,465.64 million during the financial year 2021-22, increase of 7% from

the financial year 2020-21. BK Indonesia incurred a loss of ''1,170.22 million during the financial year 2021-22.

B. PT Sari Chicken Indonesia

PT Sari Chicken Indonesia (incorporated by BK Indonesia on March 29, 2022 as its wholly owned subsidiary) has also become subsidiary of the Company w.e.f. March 29, 2022. PT Sari Chicken Indonesia is yet to commence its business operations. There has neither been any capital subscription nor any financial transaction in PT Sari Chicken Indonesia till date.

The Consolidated financial statement is also being presented in addition to the Standalone financial statements of the Company in this Annual Report.

Further, there were no other companies which has/ have become/ ceased to become a Subsidiary/ Joint Ventures/ Associate Companies during financial year 2021-22.

Corporate Social Responsibility Policy

The Corporate Social Responsibility Policy of the Company can be accessed on the website of the Company at https:// www.burgerking.in/investor-relations.

Employee Stock Option Scheme

The Company had implemented the BK Employee Stock Option Scheme 2015 (''ESOS 2015â / ''Scheme''). The objective of the ESOS 2015 is to attract and retain talent by way of rewarding their association and performance and to motivate them to contribute to the overall corporate growth and profitability.

The ESOS 2015 was originally approved by the Board of Directors on September 21,2015 and the shareholders (being a private company at that time) vide an ordinary resolution passed on September 21, 2015. Options were granted from time to time thereafter. Subsequently, the ESOS 2015 was amended basis applicable laws vide shareholdersâ resolutions dated April 25, 2018, June 28, 2019 October 23, 2019 and November 13, 2020.

The ESOS 2015 being a pre IPO Scheme was also ratified by the shareholders of the Company subsequent to the IPO of the Company by passing a special resolution on January 28, 2021.

women and diversity in the business. The Company feels that the promotion and employment of women and diversity in its business strengthen the workforce and enhances the ability to enhance customer experience. The Company embraces diversity and is committed to engaging with the communities where the restaurants are located, and this has been a guiding principle of the Company throughout its growth. As part of the commitment, the Company is participating in initiatives such as the Taare Hamare initiative, which has included hiring specially-abled members of the community (persons with hearing and speech disability) to work for the Company and providing them with training and equal opportunity to develop and improve themselves.

PARTICULARS OF EMPLOYEES

AUDITORS Statutory Auditors

M/s. S R B C & CO LLP, Chartered Accountants, (Firm Registration No. 324982E) were appointed as the statutory auditors of the Company for a second term of 5 years by the Members at the Annual General Meeting (âAGMâ) held on August 29, 2019 and they shall hold the office till the conclusion of the AGM to be held for the financial year March 31,2024.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. Also, no fraud has been reported by the auditor as per Section 143(12) of the Act.

Secretarial Auditors

The current ESOS 2015 envisages grant not exceeding a total number of 15,226,900 options to the eligible employees which includes options which were already granted and options which have been exercised in the past. The ESOS 2015 contemplates a statutory minimum vesting period of one year to maximum of five years. After vesting of options, the employees earn a right (but not an obligation) to exercise the vested options on or after the vesting date within the maximum exercise period of three years with a flexibility for shorter exercise periods in case of termination of employees or for reasons including resignation, retirement or death.

Upon exercise of one vested option, the employees can obtain one equity share of the Company subject to the payment of exercise price and satisfaction of any tax obligation arising thereon. However, some grants made in past contemplated cashless exercise of options. Equity shares allotted by the Company under the ESOS 2015 shall rank pari passu in all respects with the existing fully paid equity shares.

The Nomination and Remuneration Committee administers the ESOS 2015 and acts as the compensation committee as envisaged under the SEBI (SBEB and SE) Regulations.

The disclosures pertaining to stock options granted by the Company under the aforesaid Scheme and as required under the applicable provisions of the Act and the SEBI (SBEB and SE) Regulations is uploaded on the website at https://www. burgerking.in/financials.

A certificate from the Secretarial Auditor of the Company, confirming that the aforesaid Scheme has been implemented in accordance with the SEBI (SBEB and SE) Regulations will be open for inspection at the ensuing 9^th Annual General Meeting.

HUMAN RESOURCES

As of March 31, 2022, the number of employees increased to 7,784 employees compared to 4,955 as of March 31, 2021 due to reopening of restaurants and the lessening of lockdowns and restrictions. The Company believes that its employees are its strongest brand attribute, and the Company strives to provide them a positive, friendly, safe and collaborative working environment. The Company does this by hiring the right talent, implementing structured and on-the-job employee training programs that cover every aspect of a restaurantâs operations, and by promoting a culture of meritocracy. The Company regards human resources as a valuable asset. The Company encourages a performance driven culture and enables the employees with focused training at regular intervals. Further, the training needs at all divisions are periodically assessed and training programmes are conducted using internal resources and/or engaging external facilitators and trainers. The Company has also made significant investments in the promotion and employment of

the Secretarial Auditors for conducting the secretarial audit for the financial year 2021-22.

In terms of the provisions of sub-section (1) of Section 204 of the Act, the Secretarial Audit Report given by the Secretarial auditor in Form MR-3 is annexed as âAnnexure IIIâ of the Directorâs Report. The Secretarial Audit report does not contain any qualifications, reservation or adverse remarks.

Internal Auditor

The Company had appointed M/s. S.S. Kothari Mehta and Co. Chartered Accountants as the internal auditors of the Company for the financial year 2021-22 as per the requirements of the Act.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act, your Directors, to the best of their knowledge and belief and according to information and explanation obtained by them, confirm that:

1. In the preparation of the annual financial statements for the financial year ended March 31, 2022, the applicable accounting standards have been followed along with proper explanation related to material departures;

2. They have selected such accounting policies and applied them consistently and 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 at the end of the financial year ended March 31, 2022 and of the loss of the Company for that period;

3. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. They have prepared the annual financial statements on a going concern basis;

5. They have devised proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively; and

6. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

CORPORATE GOVERNANCE AND STATEMENT ON COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the corporate governance requirements under the Act, and as stipulated under the SEBI Listing Regulations. A separate section on corporate governance under the SEBI Listing Regulations, along with the certificate from the Practicing Company Secretary

confirming the compliance, is annexed and forms part of this Annual Report.

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of Board of Directors and General Meetings.

MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis is annexed and forms part of this Annual Report.

DIVIDEND DISTRIBUTION POLICY

The above policy is enclosed as âAnnexure IVâ to the Directorâs Report and also available on the Companyâs website at www.burgerking.in.

BUSINESS RESPONSIBILITY REPORT (BRR)

Pursuant to Regulation 34 of the SEBI Listing Regulations, BRR forms part as âAnnexure Vâ to this Report, which describes the initiatives taken by the Company from an environmental, social and governance perspective.

OTHER DISCLOSURES

In terms of the applicable provisions of the Act and SEBI Listing Regulations your Company additionally discloses that, during the financial year under review no disclosure or reporting is required with respect to the following:

â¢ Issue of equity shares with differential rights as to dividend, voting or otherwise;

â¢ Issue of sweat equity shares; and

â¢ Buyback of shares

ACKNOWLEDGEMENTS AND APPRECIATION

The Directors wish to convey their appreciation to all of the Companyâs employees for their enormous personal efforts as well as their collective contribution to the Companyâs performance. The Directors would also like to thank the shareholders, customers, dealers, suppliers, bankers, Government and all the other business associates for the continuous support given by them to the Company and their confidence in its management.

For and on behalf of the Board of Directors For Restaurant Brands Asia Limited (Formerly known as Burger King India Limited)

Shivakumar Dega Rajeev Varman

Chairman & Independent Director Whole-time Director & CEO DIN: 00364444 DIN: 03576356

Place: Mumbai Date: May 30, 2022

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