Notes to Accounts of Restaurant Brands Asia Ltd.

Mar 31, 2025

k. Provisions and contingent liabilities

Provisions are recognised when the Company
has a present obligation (legal or constructive)
as a result of a past event, it is probable that an
outflow of resources embodying economic benefits
will be required to settle the obligation and a
reliable estimate can be made of the amount of the
obligation. When the Company expects some or all
of a provision to be reimbursed, the reimbursement
is recognised as a separate asset, but only when
the reimbursement is virtually certain. The expense
relating to a provision is presented in the statement
of profit and loss net of any reimbursement.

If the effect of the time value of money is material,
provisions are discounted using a current preÂ¬
tax rate that reflects, when appropriate, the risks
specific to the liability. When discounting is used,
the increase in the provision due to the passage of
time is recognised as a finance cost.

These estimates are reviewed at each reporting date
and adjusted to reflect the current best estimates.

Provision for site restoration

The Company records a provision for site restoration
costs associated with the stores opened. Site
restoration costs are provided at the present value
of expected costs to settle the obligation using
estimated cash flows and are recognised as part of
the cost of the particular asset. The cash flows are
discounted at a current pre-tax rate that reflects the
risks specific to the site restoration provision. The
unwinding of the discount is expensed as incurred
and recognised in the statement of profit and loss
as a finance cost. The estimated future costs of site
restoration are reviewed annually and adjusted
as appropriate. Changes in the estimated future

costs or in the discount rate applied are added to or
deducted from the cost of the asset.

Contingent Liability

Contingent liabilities are disclosed when there
is a possible obligation arising from past events,
the existence of which will be confirmed only by
occurrence or non-occurrence of one or more
uncertain future events not wholly within the control
of the Company or a present obligation that arises
from past events where it is either not probable
that an outflow of resources will be required to
settle or a reliable estimate of the amount cannot
be made. The Company does not recognise a
contingent liability but discloses its existence in the
financial statements.

l. Retirement and other employee benefits
Defined Contribution plan

State governed Provident Fund and Employees
State Insurance Corporation are considered as
defined contribution plan and contributions thereto
are charged to the statement of profit and loss for
the year when an employee renders the related
service. There are no other obligations, other
than contribution payable to the respective funds.
The Company recognizes contribution payable to
the provident fund scheme as an expense, when
an employee renders the related service. If the
contribution payable to the scheme for service
received before the balance sheet date exceeds the
contribution already paid, the deficit payable to the
scheme is recognized as a liability after deducting
the contribution already paid. If the contribution
already paid exceeds the contribution due for
services received before the balance sheet date,
then excess is recognized as an asset to the extent
that the pre-payment will lead to.

Defined Benefit plan
Gratuity

Gratuity liability is a defined benefit scheme. The
liability recognised in the balance sheet in respect
of defined benefit gratuity plans is the present value
of the defined benefit obligation at the end of the
reporting period. The defined benefit obligation
is calculated by actuary using the projected unit
credit method.

The present value of the defined benefit obligation
denominated in'' is determined by discounting the
estimated future cash outflows by reference to
market yields at the end of the reporting period on

government bonds that have terms approximating
to the terms of the related obligation.

The net interest cost is calculated by applying the
discount rate to the net balance of the defined
benefit obligation. This cost is included in employee
benefit expense in the Statement of Profit and Loss.

Remeasurement gains and losses arising from
experience adjustments and changes in actuarial
assumptions are recognised in the period in
which they occur, directly in other comprehensive
income. They are included in retained earnings
in the statement of changes in equity and in
the balance sheet. Remeasurements are not
reclassified to the Statement of Profit and Loss in
the subsequent periods.

Changes in the present value of the defined benefit
obligation resulting from plan amendments or
curtailments are recognised immediately in
Statement of Profit or Loss as past service cost.

Leave Encashment

Accumulated leaves, which are expected to be
utilised within the next 12 months, are treated as
current employee benefit. The Company treats the
entire leave as current liability in the balance sheet,
since it does not have an unconditional right to defer
its settlement for 12 months after the reporting
date. It is measured based on an actuarial valuation
done by an independent actuary on the projected
unit credit method at the end of each financial year.

m. Share - based payments

Employees (including senior executives) of the
Company receive remuneration in the form of
share-based payment, whereby employees render
services as consideration for equity instruments
(equity-settled transactions).

Equity-settled transactions

The cost of equity-settled transactions is determined
by the fair value at the date when the grant is made
using an appropriate valuation model. Further
details are given in Note 36.

That cost is recognised, together with a
corresponding increase in share-based payment
(SBP) reserves in equity, over the period in which the
performance and/or service conditions are fulfilled
in employee benefits expense.

The cumulative expense recognised for equity-
settled transactions at each reporting date until
the vesting date reflects the extent to which the
vesting period has expired and the company''s best
estimate of the number of equity instruments that
will ultimately vest. The statement of profit and
loss expense or credit for a period represents
the movement in cumulative expense recognised
as at the beginning and end of that period and is
recognised in employee benefits expense.

Service and non-market performance conditions
are not taken into account when determining the
grant date fair value of awards, but the likelihood
of the conditions being met is assessed as part
of the Company''s best estimate of the number of
equity instruments that will ultimately vest. Market
performance conditions are reflected within the
grant date fair value. Any other conditions attached
to an award, but without an associated service
requirement, are considered to be non-vesting
conditions. Non-vesting conditions are reflected in
the fair value of an award and lead to an immediate
expensing of an award unless there are also service
and/or performance conditions.

When the terms of an equity-settled award are
modified, the minimum expense recognised is
the grant date fair value of the unmodified award,
provided the original vesting terms of the award are
met. An additional expense, measured as at the date
of modification, is recognised for any modification
that increases the total fair value of the share-based
payment transaction, or is otherwise beneficial to
the employee.

Where an award is cancelled by the entity or by the
counterparty, any remaining element of the fair
value of the award is expensed immediately through
profit or loss.

Expense relating to equity-settled options granted
to employees of the subsidiary companies are
recognised as receivable from the subsidiary
companies with a corresponding credit to employee
stock option reserve.

The dilutive effect of outstanding options is reflected
as additional share dilution in the computation of
diluted earnings per share.

n. Financial instruments

A financial instrument is any contract that gives
rise to a financial asset of one entity and a financial
liability or equity instrument of another entity.

Financial assets

Initial recognition and measurement

Financial assets are classified, at initial recognition,
as subsequently measured at amortised cost, fair
value through other comprehensive income (OCI),
and fair value through profit or loss.

The classificati on of financi al assets at ini tial
recognition depends on the financial asset''s
contractual cash flow characteristics and the
Company''s business model for managing them. With
the exception of trade receivables that do not contain
a significant financing component or for which the
Company has applied the practical expedient, the
Company initially measures a financial asset at its
fair value plus, in the case of a financial asset not at
fair value through profit or loss, transaction costs.
Trade receivables that do not contain a significant
financing component or for which the Company
has applied the practical expedient are measured
at the transaction price determined under Ind AS
115. Refer to the accounting policies in section (c)
Revenue from contracts with customers.

I n order for a financial asset to be classified and
measured at amortised cost or fair value through
OCI, it needs to give rise to cash flows that are
''solely payments of principal and interest (SPPI)'' on
the principal amount outstanding. This assessment
is referred to as the SPPI test and is performed at an
instrument level. Financial assets with cash flows
that are not SPPI are classified and measured at
fair value through profit or loss, irrespective of the
business model.

The Company''s business model for managing
financial assets refers to how it manages its financial
assets in order to generate cash flows. The business
model determines whether cash flows will result
from collecting contractual cash flows, selling the
financial assets, or both.

Subsequent measurement

For purposes of subsequent measurement, financial
assets are classified in four categories:

â¢ Financial assets at amortised cost (debt
instruments)

â¢ Financial assets at fair value through other
comprehensive income (FVTOCI) with

recycling of cumulative gains and losses (debt
instruments) Debt instruments, derivatives
and equity instruments at fair value through
profit or loss (FVTPL)

â¢ Financial assets designated at fair value
through OCI with no recycling of cumulative
gains and losses upon derecognition (equity
instruments)

â¢ Financial assets at fair value through profit
or loss

Financial assets at amortised cost

A ''financial asset'' is measured at the amortised cost
if both the following conditions are met:

a) The asset is held within a business model
whose objective is to hold assets for collecting
contractual cash flows, and

b) Contractual terms of the asset give rise on
specified dates to cash flows that are solely
payments of principal and interest (SPPI) on
the principal amount outstanding.

This category is the most relevant to the Company.
After initial measurement, such financial assets are
subsequently measured at amortised cost using the
effective interest rate (EIR) method. Amortised cost
is calculated by taking into account any discount or
premium on acquisition and fees or costs that are
an integral part of the EIR. The EIR amortisation is
included in finance income in the profit or loss. The
losses arising from impairment are recognised in
the profit or loss. This category generally applies to
trade and other receivables.

Debt instrument at FVTOCI

A ''debt instrument'' is classified as at the FVTOCI if
both of the following criteria are met:

a) The objective of the business model is achieved
both by collecting contractual cash flows and
selling the financial assets, and

b) The asset''s contractual cash flows represent
SPPI.

Debt instruments included within the FVTOCI
category are measured initially as well as at each
reporting date at fair value. Fair value movements
are recognized in the other comprehensive income
(OCI). However, the Company recognizes interest
income, impairment losses & reversals and foreign
exchange gain or loss in the P&L. On derecognition
of the asset, cumulative gain or loss previously

recognised in OCI is reclassified from the equity to
P&L. Interest earned whilst holding FVTOCI debt
instrument is reported as interest income using the
EIR method.

Financial assets at FVTPL

FVTPL is a residual category for debt and equity
instruments. Any debt and equity instrument,
which does not meet the criteria for categorization
as at amortized cost or as FVTOCI, is classified as
at FVTPL.

I n addition, the Company may elect to designate
a debt and equity instrument, which otherwise
meets amortized cost or FVTOCI criteria, as at
FVTPL. However, such election is allowed only if
doing so reduces or eliminates a measurement or
recognition inconsistency (referred to as ''accounting
mismatch'').

Debt and equity instruments included within the
FVTPL category are measured at fair value with all
changes recognized in the P&L.

Equity investments

All equity investments in scope of Ind AS 109 are
measured at fair value. Equity instruments which
are held for trading and contingent consideration
recognised by an acquirer in a business combination
to which Ind AS 103 applies are classified as at FVTPL.
For all other equity instruments, the Company may
make an irrevocable election to present in other
comprehensive income subsequent changes in the
fair value. The Company makes such election on an
instrument-by-instrument basis. The classification
is made on initial recognition and is irrevocable.

If the Company decides to classify an equity
instrument as at FVTOCI, then all fair value
changes on the instrument, excluding dividends,
are recognized in the OCI. There is no recycling
of the amounts from OCI to P&L, even on sale of
investment. However, the Company may transfer
the cumulative gain or loss within equity.

Equity instruments included within the FVTPL
category are measured at fair value with all changes
recognized in the Statement of Profit and Loss.

Investment in Subsidiary

Investment in Subsidiary entities is carried at cost
less accumulated impairment losses, if any. Where
an indication of impairment exists, the carrying

amount of the investment is assessed and written
down immediately to its recoverable amount. On
disposal of investments in subsidiary entity the
difference between net disposal proceeds and the
carrying amounts are recognised in the Statement
of Profit and Loss. Refer Significant accounting
judgements estimates and assumptions.

De-recognition

A financial asset (or, where applicable, a part of a
financial asset or part of a group of similar financial
assets) is primarily derecognised (i.e. removed from
the Company''s statement of financial position) when:

â¢ The rights to receive cash flows from the asset
have expired, or

â¢ The Company has transferred its rights to
receive cash flows from the asset or has
assumed an obligation to pay the received cash
flows in full without material delay to a third
party under a ''pass-through'' arrangement
and either (a) the Company has transferred
substantially all the risks and rewards of
the asset, or (b) the Company has neither
transferred nor retained substantially all
the risks and rewards of the asset, but has
transferred control of the asset.

When the Company has transferred its rights to
receive cash flows from an asset or has entered into
a pass-through arrangement, it evaluates if and to
what extent it has retained the risks and rewards
of ownership. When it has neither transferred nor
retained substantially all of the risks and rewards
of the asset, nor transferred control of the asset,
the Company continues to recognise the transferred
asset to the extent of the Company''s continuing
involvement. In that case, the Company also
recognises an associated liability. The transferred
asset and the associated liability are measured on a
basis that reflects the rights and obligations that the
Company has retained. Continuing involvement that
takes the form of a guarantee over the transferred
asset is measured at the lower of the original
carrying amount of the asset and the maximum
amount of consideration that the Company could
be required to repay.

Impairment of financial assets

The Company assesses impairment based on
expected credit losses (ECL) model to the following:

â¢ Financial assets measured at amortised cost

For trade receivables, other receivables and
other financial assets, the Company follows
''simplified approach'' for recognition of impairment
loss allowance.

Under the simplified approach, the Company
does not track changes in credit risk. Rather, it
recognises impairment loss allowance based on
lifetime ECLs at each reporting date, right from its
initial recognition. For assessing increase in credit
risk and impairment loss, the Company combines
financial instruments on the basis of shared credit
risk characteristics with the objective of facilitating
an analysis that is designed to enable significant
increases in credit risk to be identified on a
timely basis.

Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial
recognition, as financial liabilities at fair value
through profit or loss. All financial liabilities are
recognised initially at fair value.

The Company''s financial liabilities include trade and
other payables and borrowings.

Subsequent measurement

The Company measures all financial liabilities at
amortised cost using the Effective Interest Rate
(''EIR'') method except for financial liabilities held
for trading and financial liabilities designated upon
initial recognition as at fair value through profit
or loss.

Amortised cost is calculated by taking into account
any discount or premium on acquisition and fees or
costs that are an integral part of the EIR. Amortised
cost is calculated by taking into account any discount
or premium on acquisition and fees or costs that are
an integral part of the EIR.

Financial liabilities held for trading are measured at
fair value through profit and loss.

Financial liabilities designated upon initial
recognition at fair value through profit or loss are
designated as such at the initial date of recognition,
and only if the criteria in Ind AS 109 are satisfied.
For liabilities designated as FVTPL, fair value gains/
losses attributable to changes in own credit risk
are recognized in OCI. These gains/loss are not
subsequently transferred to P&L. However, the

Company may transfer the cumulative gain or loss
within equity. All other changes in fair value of such
liability are recognised in the statement of profit
or loss.

De-recognition

A financial liability is derecognised when the
obligation under the liability is discharged or
cancelled or expires.

Offsetting of financial instruments

Financial assets and financial liabilities are offset
and the net amount is reported in the balance sheet
if there is a currently enforceable legal right to offset
the recognised amounts and there is an intention to
settle on a net basis, to realise the assets and settle
the liabilities simultaneously.

o. Cash and cash equivalents

Cash and cash equivalents in the balance sheet
comprise cash at banks and on hand and short-term
deposits with an original maturity of three months or
less, that are readily convertible to a known amount
of cash and which are subject to an insignificant risk
of changes in value.

For the purpose of statement of cash flows, cash
and cash equivalents consist of cash and short-term
deposits, as defined above, as they are considered an
integral part of the Company''s cash management.

p. Exceptional Items

Exceptional items are transactions, by virtue
of their size or incidence (including but not
limited to impairment charges and acquisition
and restructuring related costs), are separately
disclosed to ensure that the financial information
allows an understanding of the underlying
performance of the business in the year, so as to
facilitate comparison with prior periods. Such items
are material by nature or amount to the year''s result
and require separate disclosure in accordance with
Ind AS.

q. Earnings per share

Basic earnings per share is calculated by dividing
the net profit or loss attributable to equity holders
by the weighted average number of equity shares
outstanding during the period. Partly paid equity
shares are treated as a fraction of an equity share
to the extent that they are entitled to participate
in dividends relative to a fully paid equity share
during the reporting period. The weighted average

number of equity shares outstanding during the
period is adjusted for events such as bonus issue,
bonus element in a rights issue, share split, and
reverse share split (consolidation of shares)
that have changed the number of equity shares
outstanding, without a corresponding change in
resources. For the purpose of calculating diluted
earnings per share, the net profit or loss for the
period attributable to equity shareholders and the
weighted average number of shares outstanding
during the period are adjusted for the effects of all
dilutive potential equity shares.

r. Segment reporting

Operating segments are reported in a manner
consistent with the internal reporting provided to
the Chief Operating Decision Maker.

s. Events after the reporting period

Adjusting events are events that provide further
evidence of conditions that existed at the end of
the reporting period. The financial statements are
adjusted for such events before authorisation for
issue of financial statements.

Non-adjusting events are events that are indicative
of conditions that arose after the end of the reporting
period. Non-adjusting events after the reporting
date are not accounted, but disclosed, if material.

2.3 Use of judgements and estimates

The preparation of the Company''s financial statements
requires management to make judgements, estimates
and assumptions that affect the reported amounts
of revenues, expenses, assets and liabilities, and
the accompanying disclosures, and the disclosure of
contingent liabilities. These estimates and associated
assumptions are based on historical experiences and
various other factors that are believed to be reasonable
under the circumstances. Actual results may differ
from these estimates The estimates and underlying
assumptions are reviewed on an ongoing basis.
Uncertainty about these assumptions and estimates could
result in outcomes that require a material adjustment to
the carrying amount of assets or liabilities affected in
future periods. Revisions to accounting estimates are
recognized in the period in which the estimate is revised
if the revision affects only that period, or in the period
of the revision and future period, if the revision affects
current and future period.

The areas involving critical judgements, estimates and
assumptions are mentioned below:

a) Useful lives of Property, Plant and equipment:

Useful lives of property, plant and equipment,
intangible assets are based on the life prescribed
in schedule II of the Companies Act. In cases, where
useful lives are different from that prescribed
under Schedule II of the Act, they are determined
by the management based on an internal
technical evaluation.

b) Provision for site restoration

The Company has recognised a provision for site
restoration obligation associated with the stores
opened. In determining the fair value of the provision,
assumptions and estimates are made in relation to
discount rates, the expected cost to dismantle and
remove the furniture/fixtures from the stores and
the expected timing of those costs. The Company
estimates that the costs would be incurred upon
the expiration of the lease and calculates the
provision on discounted basis using the current
pre-tax rate that reflects the risk specific to the site
restoration provision.

c) Defined benefit plans (gratuity benefits)

The cost of the defined benefit gratuity plan and
the present value of the gratuity obligation are
determined using actuarial valuations. An actuarial
valuation involves making various assumptions that
may differ from actual developments in the future.
These include the determination of the discount
rate, future salary increases attrition rates and
mortality rates. Due to the complexities involved
in the valuation and its long-term nature, a defined
benefit obligation is highly sensitive to changes in
these assumptions. All assumptions are reviewed
at each reporting date. The parameter most subject
to change is the discount rate. In determining
the appropriate discount rate, the management
considers the interest rates of government bonds
in currencies consistent with the currencies of the
post-employment benefit obligation. Further details
about gratuity obligations are given in Note 34.

d) Impairment of investment in subsidiaries

Determining whether investments in subsidiaries
are impaired requires assessing the indicators
which may lead to impairment of investment and
then an estimation of the recoverable value. In
considering the recoverable value, the management
have anticipated the future cash flows, length
of forecast of future cash flows, discount rates,
expected growth rates, terminal growth rates
and other factors of the underlying businesses/

companies. In estimating the fair value of an asset
or a liability, the Company uses market-observable
data to the extent it is available. In certain cases,
the Company engages third party qualified valuers
to perform the valuation.

A degree of judgment is required in identification of
impairment indicators and establishing fair values.
Judgements and assumptions include consideration
of inputs such as forecasts of future cash flows,
length of forecast of future cash flows, expected
growth rates, terminal growth rates and discount
rates. Any subsequent changes to the judgments
and assumptions could impact the carrying value
of investments.

In accordance with accounting standard,
management have performed an annual impairment
assessment as at March 31, 2025 of its investment
in its subsidiary, PT Sari Burger Indonesia, using
the discounted cash flow (''DCF'') approach to
determine the recoverable value of the business.
The impairment assessment determined that the
recoverable value exceeded the carrying amount
and therefore no impairment was identified. In
estimating the future cash flows management have
given due consideration to the inherent uncertainty
of forecast information and have adjusted some of
the assumptions in the business plan to take into
account possible variation in the amount or timing
of the cash flows. In doing so, management has
incorporated execution risks associated with our
business, as well as other risks that may impact
future cash flows.

e) Taxes

Deferred tax assets are recognised for unused tax
losses to the extent that it is probable that taxable
profit will be available against which the losses can
be utilised. Significant management judgement is
required to determine the amount of deferred tax
assets that can be recognised, based upon the likely
timing and the level of future taxable profits together
with future tax planning strategies. Further details
about Deferred tax assets are given in Note 32.

f) Lease Term

The Company determines the lease term as the
non-cancellable term of the lease, together with any

periods covered by an option to extend the lease if it
is reasonably certain to be exercised, or any periods
covered by an option to terminate the lease, if it is
reasonably certain not to be exercised.

The Company included the renewal period as part
of the lease term for leases of restaurant and
equipment due to the significance of these assets
to its operations and also investments made in
leasehold improvements.

g) Fair Value Measurement

When the fair values of financial assets and
financial liabilities recorded in the balance sheet
cannot be measured based on quoted prices in
active markets, their fair value is measured using
valuation techniques by evaluating fair market value
of underlying assets of the entity. The inputs to these
models are taken from observable markets where
possible, but where this is not feasible, a degree of
judgement is required in establishing fair values.
Judgements include considerations of inputs such
as liquidity risk, credit risk and volatility.

h) Share based payment

Estimating fair value for share-based payment
transactions requires determination of the most
appropriate valuation model, which depends on the
terms and conditions of the grant. This estimate
also requires determination of the most appropriate
inputs to the valuation model including the expected
life of the share option, volatility and dividend yield
and making assumptions about them. For the
measurement of the fair value of equity-settled
transactions with employees at the grant date, the
Group uses Black- Scholes model. The assumptions
used for estimating fair value for share based
payment transactions are disclosed in Note 36 to
the consolidated financial statements.

i) Provision and contingencies

The recognition and measurement of other
provisions are based on the assessment of the
probability of an outflow of resources, and on past
experience and circumstances known at the balance
sheet date. The actual outflow of resources at a
future date may therefore vary from the amount
included in other provisions.

Mar 31, 2024

k. Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Company expects some or all of a provision to be reimbursed, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the statement of profit and loss net of any reimbursement.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates.

Contingent Liability

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made. The Company does not recognise a contingent liability but discloses its existence in the financial statements.

l. Retirement and other employee benefits

Defined Contribution plan

recognizes contribution payable to the provident fund scheme as an expense, when an employee renders the related service. If the contribution payable to the scheme for service received before the balance sheet date exceeds the contribution already paid, the deficit payable to the scheme is recognized as a liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the balance sheet date, then excess is recognized as an asset to the extent that the pre-payment will lead to.

Defined Benefit plan Gratuity

Gratuity liability is a defined benefit scheme. The liability recognised in the balance sheet in respect of defined benefit gratuity plans is the present value of the defined benefit obligation at the end of the reporting period. The defined benefit obligation is calculated by actuary using the projected unit credit method.

The present value of the defined benefit obligation denominated in H is determined by discounting the estimated future cash outflows by reference to market yields at the end of the reporting period on government bonds that have terms approximating to the terms of the related obligation.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation. This cost is included in employee benefit expense in the Statement of Profit and Loss.

Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the statement of changes in equity and in the balance sheet. Remeasurements are not reclassified to the Statement of Profit and Loss in the subsequent periods.

Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognised immediately in Statement of Profit or Loss as past service cost.

Leave Encashment

Accumulated leaves, which are expected to be utilised within the next 12 months, are treated as current employee benefit. The Company treats the entire leave as current liability in the balance sheet, since it does not have an unconditional right to defer its settlement for 12 months after the reporting date. It is measured based on an actuarial valuation done by an independent actuary on the projected unit credit method at the end of each financial year.

m. Share - based payments

Employees (including senior executives) of the Company receive remuneration in the form of share-based payment, whereby employees render services as consideration for equity instruments (equity-settled transactions).

Equity-settled transactions

The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model. Further details are given in Note 35

That cost is recognised, together with a corresponding increase in share-based payment (SBP) reserves in equity, over the period in which the performance and/or service conditions are fulfilled in employee benefits expense.

The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the company''s best estimate of the number of equity instruments that will ultimately vest. The statement of profit and loss expense or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period and is recognised in employee benefits expense.

Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Company''s best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also service and/or performance conditions.

When the terms of an equity-settled award are modified, the minimum expense recognised is the grant date fair value of the unmodified award, provided the original vesting terms of the award are met. An additional expense, measured as at the date of modification, is recognised for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee.

Where an award is cancelled by the entity or by the counterparty, any remaining element of the fair

value of the award is expensed immediately through profit or loss.

Expense relating to equity-settled options granted to employees of the subsidiary companies are recognised as receivable from the subsidiary companies with a corresponding credit to employee stock option reserve.

The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.

n. Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial assets

Initial recognition and measurement

Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through other comprehensive income (OCI), and fair value through profit or loss.

The classification of financial assets at initial recognition depends on the financial asset''s contractual cash flow characteristics and the Company''s business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Company has applied the practical expedient, the Company initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the Company has applied the practical expedient are measured at the transaction price determined under Ind AS 115. Refer to the accounting policies in section (d) Revenue from contracts with customers.

In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are ''solely payments of principal and interest (SPPI)'' on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Financial assets with cash flows that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business model.

The Company''s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business

model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both.

Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in four categories:

â¢ Financial assets at amortised cost

(debt instruments)

â¢ Financial assets at fair value through other

comprehensive income (FVTOCI) with

recycling of cumulative gains and losses (debt instruments) Debt instruments, derivatives and equity instruments at fair value through profit or loss (FVTPL)

â¢ Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition (equity instruments)

â¢ Financial assets at fairvalue through profit or loss

Financial assets at amortised cost

A ''financial asset'' is measured at the amortised cost if both the following conditions are met:

a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and

b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.

This category is the most relevant to the Company. After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in the profit or loss. The losses arising from impairment are recognised in the profit or loss. This category generally applies to trade and other receivables.

Debt instrument at FVTOCI

A ''debt instrument'' is classified as at the FVTOCI if both of the following criteria are met:

a) The objective of the business model is achieved both by collecting contractual cash flows and selling the financial assets, and

b) The asset''s contractual cash flows represent SPPI.

Debt instruments included within the FVTOCI category are measured initially as well as at each reporting date at fair value. Fair value movements are recognized in the other comprehensive income (OCI). However, the Company recognizes interest income, impairment losses & reversals and foreign exchange gain or loss in the P&L. On derecognition of the asset, cumulative gain or loss previously recognised in OCI is reclassified from the equity to P&L. Interest earned whilst holding FVTOCI debt instrument is reported as interest income using the EIR method.

Financial assets at FVTPL

FVTPL is a residual category for debt and equity instruments. Any debt and equity instrument, which does not meet the criteria for categorization as at amortized cost or as FVTOCI, is classified as at FVTPL.

In addition, the Company may elect to designate a debt and equity instrument, which otherwise meets amortized cost or FVTOCI criteria, as at FVTPL. However, such election is allowed only if doing so reduces or eliminates a measurement or recognition inconsistency (referred to as ''accounting mismatch'').

Debt and equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the P&L.

Equity investments

All equity investments in scope of Ind AS 109 are measured at fair value. Equity instruments which are held for trading and contingent consideration recognised by an acquirer in a business combination to which Ind AS 103 applies are classified as at FVTPL. For all other equity instruments, the Company may make an irrevocable election to present in other comprehensive income subsequent changes in the fair value. The Company makes such election on an instrument-by-instrument basis. The classification is made on initial recognition and is irrevocable.

If the Company decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to P&L, even on sale of investment. However, the Company may transfer the cumulative gain or loss within equity.

Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the Statement of Profit and Loss.

Investment in Subsidiary

Investment in Subsidiary entities is carried at cost less accumulated impairment losses, if any. Where an indication of impairment exists, the carrying amount of the investment is assessed and written down immediately to its recoverable amount. On disposal of investments in subsidiary entity the difference between net disposal proceeds and the carrying amounts are recognised in the Statement of Profit and Loss. Refer Significant accounting judgements estimates and assumptions.

De-recognition

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e. removed from the Company''s statement of financial position) when:

â¢ The rights to receive cash flows from the asset have expired, or

â¢ The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ''pass-through'' arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognise the transferred asset to the extent of the Company''s continuing involvement. In that case, the Company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Company could be required to repay.

Impairment of financial assets

The Company assesses impairment based on expected credit losses (ECL) model to the following:

â¢ Financial assets measured at amortised cost; and

â¢ Financial assets measured at Fair value through other comprehensive income (FVTOCI)

For trade receivables, other receivables and other financial assets, the Company follows ''simplified approach'' for recognition of impairment loss allowance.

Under the simplified approach, the Company does not track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition. For assessing increase in credit risk and impairment loss, the Company combines financial instruments on the basis of shared credit risk characteristics with the objective of facilitating an analysis that is designed to enable significant increases in credit risk to be identified on a timely basis.

Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss. All financial liabilities are recognised initially at fair value.

The Company''s financial liabilities include trade and other payables and borrowings.

Subsequent measurement

The Company measures all financial liabilities at amortised cost using the Effective Interest Rate (''EIR'') method except for financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR.

Financial liabilities held for trading are measured at fair value through profit and loss.

Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at the initial date of recognition, and only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own credit risk are recognized in OCI. These gains/loss are not subsequently transferred to P&L. However,

the Company may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in the statement of profit or loss.

De-recognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

o. Cash and cash equivalents

Cash and cash equivalents in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less, that are readily convertible to a known amount of cash and which are subject to an insignificant risk of changes in value.

For the purpose of statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, as they are considered an integral part of the Company''s cash management.

p. Exceptional Items

Exceptional items are transactions, by virtue of their size or incidence (including but not limited to impairment charges and acquisition and restructuring related costs), are separately disclosed to ensure that the financial information allows an understanding of the underlying performance of the business in the year, so as to facilitate comparison with prior periods. Such items are material by nature or amount to the year''s result and require separate disclosure in accordance with Ind AS.

q. Earnings per share

Basic earnings per share is calculated by dividing the net profit or loss attributable to equity holders by the weighted average number of equity shares outstanding during the period. Partly paid equity shares are treated as a fraction of an equity share to the extent that they are entitled to participate in dividends relative to a fully paid equity share during the reporting period. The weighted average number of equity shares outstanding during the period is adjusted for events such as bonus issue, bonus element in a rights issue, share split, and reverse

share split (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

r. Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker being Group Chief Executive Officer (CEO) of the Company.

2.3 Use of judgements and estimates

The preparation of the Company''s financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future period, if the revision affects current and future period.

(I) Judgments

Information about critical judgments in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements is included in following notes:

Refer Note 16 on Equity share capital for defacto control assessment

(II) Assumptions and estimation uncertainties

Information about assumptions and uncertainties at the reporting date that have a significant risk of resulting in material adjustment to the carrying amount of assets and liabilities within next financial year are mentioned below:

a) Useful lives of Property, Plant and equipment:

Useful life and residual value are determined by the management based on a technical evaluation considering nature of asset, past experience, estimated usage of the asset, vendor''s advice, period of underlying lease term etc and same is reviewed periodically, including at each financial year end. Management reviews the useful economic lives atleast once a year and any changes could affect

the depreciation rates prospectively and hence the asset carrying values. The Company also reviews its property, plant and equipment and intangible assets, for possible impairment if there are events or changes in circumstances that indicate that carrying amount of assets may not be recoverable. In assessing the property, plant and equipment and intangible assets for impairment, factors leading to significant reduction in profits, the Company''s business plans and changes in regulatory/ economic environment are taken into consideration.

b) Provision for site restoration

The Company has recognised a provision for site restoration obligation associated with the stores opened. In determining the fair value of the provision, assumptions and estimates are made in relation to discount rates, the expected cost to dismantle and remove the furniture/fixtures from the stores and the expected timing of those costs. The Company estimates that the costs would be incurred upon the expiration of the lease and calculates the provision on discounted basis using the current pre-tax rate that reflects the risk specific to the site restoration provision.

c) Defined benefit plans (gratuity benefits)

The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases attrition rates and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. The parameter most subject to change is the discount rate. In determining the appropriate discount rate, the management considers the interest rates of government bonds in currencies consistent with the currencies of the post-employment benefit obligation. Further details about gratuity obligations are given in Note 33.

d) Impairment of investment in subsidiaries

Determining whether investments in subsidiaries are impaired requires an estimate in the value in use. In considering the value in use, the management have anticipated the future cash flows, discount rates and other factors of the underlying businesses/companies. In estimating the fair value of an asset or a liability, the Company uses market-observable data to the extent it is available. In certain cases, the Company engages third party qualified valuers to perform the valuation. The management works closely with the qualified external valuers to establish the appropriate valuation techniques and inputs to the model. A degree of judgment is required in identification of impairment indicators and establishing fair values. Judgements and assumptions include consideration of inputs such as forecasts of future cashflows, long term growth rates and discount rates. Any subsequent changes to the judgments and assumptions could impact the carrying value of investments.

e) Taxes

Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies. Further details about Deferred tax assets are given in Note 31.

f) Lease Term

The Company determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.

The Company included the renewal period as part of the lease term for leases of restaurant and equipment due to the significance of these assets to its operations and also investments made in leasehold improvements.

g) Fair Value Measurement

For estimates relating to fair value of financial instruments, refer Note 39 of financial statements.

b. Contingent Liabilities

(i) During the 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 H 469.90 million) and in favour of PT Bank Central Asia Tbk amounting to IDR 4,10,000 million (equivalent to H 2,251.31 million) and USD 0.28 million (equivalent to H 22.99 million) to secure PT Sari Burger Indonesia''s liabilities towards the aforesaid banks. The outstanding borrowings with respect to above in books of PT Sari Burger Indonesia as on March 31, 2024 is H 282.67 million (March 31, 2023: H 1,648.00 million). The Company has charged commission in respect of aforesaid corporate guarantee.

(ii) The 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 PT Sari Burger 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 PT Sari Burger Indonesia to BK Asia Pac as on March 31, 2024 is H 90.87 million (March 31, 2023: H 22.47 million).

Pursuant 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 PT Sari Burger 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, 2024 is H 2.56 million (March 31, 2023: H 1.29 million).

The Company has charged commission in respect of aforesaid performance guarantee.

(iii) (a) During the year ended March 31, 2024, the Company has executed the facility agreement dated November 03, 2023

with Axis Bank Limited for availing secured term loan facility (fund based and non-fund based - fully fungible) of an amount not exceeding in the aggregate of H 1,500 million equivalent to USD 18.07 Million (''the facility'').

The facility has first Pari-passu security interest on the Company''s entire assets, both movables and immovable, entire current assets including receivables of the Company, both present and future.

(b) In furtherance to aforesaid agreement, PT Sari Burger Indonesia, subsidiary of the Company executed the facility agreement dated December 06, 2023 with Axis Bank Limited, IBU, Gift City Branch for availing secured term loan facility of an amount not exceeding in the aggregate of USD 17.54 million. The said term loan facility is secured by unconditional and irrevocable Standby Letter of Credit (''SBLC'') in the name of Axis Bank Limited, IBU, Gift City Branch from Axis Bank Limited of an amount not exceeding in the aggregate of H 1500 million equivalent to USD 18.07 million

(c) The facility availed by the Company on November 03, 2023 was then utilised for issuance of SBLC by Axis Bank Limited at the request of the Company in favour of Axis Bank Limited, IBU, Gift City Branch, for giving term loan facility to PT Sari Burger Indonesia, subsidiary of the Company.

(iv) The Company believes that there is no impact of retrospective applicability of the Supreme Court (SC) judgement on definition of basic wages for PF contributions. The Company has complied with the Supreme Court (SC) judgement on prospective basis.

Note 37 : Operating Segment

The Group Chief Executive Officer (CEO) of the Company has been identified as Chief Operating Decision Maker ("CODM") of the Company who evaluates the Company''s performance and allocates resources based on an analysis of various performance indicators by reportable segments. CODM reviews the entire operating results of the business as a whole for the purpose of making decisions about resource allocation and performance assessment and therefore, the Company believes that there is single reportable segment i.e. " Restaurants and Management". Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the financial statement.

The Company operates only in India and hence all assets belonging to reportable segment are located in India. The Company doesn''t have any individual customer who is contributing more than 10% of revenue.

Note 38 : Charge on assets

(a) During the year ended March 31, 2024, the Company has executed the facility agreement dated November 03, 2023 with Axis Bank Limited for availing secured term loan facility (fund based and non-fund based - fully fungible) of an amount not exceeding in the aggregate of H 1,500 million equivalent to USD 18.07 Million (''the facility'').

The facility has first Pari-passu security interest on the Company''s entire assets, both movables and immovable, entire current assets including receivables of the Company, both present and future.

Note 39 : Fair values of financial instruments

The fair values of financial instruments is the amount at which the instrument could be exchanged or settled between knowledgeable and willing parties in an arm''s length transaction, other than in a forced or liquidation sale.

a. Fair value hierarchy

The Company categories fair value measurements using a fair value hierarchy that is dependent on the valuation inputs used as follows:

- Level 1 â Quoted (unadjusted) market prices in active markets for identical assets or liabilities

- Level 2 â Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

- Level 3 â Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

Fair value measurements that use inputs of different hierarchy levels are categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement."

b. For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

Note 40 : Financial risk management objectives and policies

The Company has exposure to the following risks arising from financial instruments:

â¢ Credit risk

â¢ Liquidity risk and

â¢ Market Risk - Foreign Currency

Risk Management Framework

The Board of Directors of the Company is responsible for reviewing the risk management policies and ensuring its effectiveness.

The Company''s risk management policies are established to identify and analyse the risks faced by the Company to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies are reviewed regularly to reflect changes in the market conditions and the Company''s activities.

The Board of Directors and Audit Committee oversees how management monitors compliance with Company''s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risk faced by the Company.

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations.

The Company''s exposure to credit risk arises primarily from cash and cash equivalents, deposits with banks and non banking financial institutions, investments in mutual funds and other financial assets. There is no significant concentration of credit risk as the Company generally invests in deposits with banks, mutual funds and non banking financial institutions with high credit ratings assigned by domestic credit rating agencies. The other financial assets primarily represents security deposits given to lessors for premises taken on lease. Such deposits will be returned to the Company on vacation of the premises or termination of the agreement whichever is earlier.

Security deposits, Trade and Other receivables:

The Company''s business is predominantly retail in nature on ''cash and carry'' basis which is largely through cash and credit card collections. Trade receivables also includes receivables from credit card companies and online aggregator platforms, which are generally realisable on fortnightly basis. The credit risk on receivable from credit card companies is minimal, since they are primarily owned by customers'' card issuing banks. The Company does monitor the economic environment in which it operates. The Company manages its credit risk by continuously monitoring the credit worthiness of customers to which the Company grants credit terms in the normal course of business.The Company also carries credit risk on lease deposits with landlords for store properties taken on leases, for which agreements are signed and property possessions timely taken for store operations. The risk relating to refunds after store shut down is managed through successful negotiations or appropriate legal actions, where necessary. The Company uses expected credit loss model to assess the impairment loss or gain. The Company uses a provision matrix to compute the expected credit loss allowance for trade and other receivables. The provision matrix takes into account available internal credit risk factors such as the Company''s historical experience for customers. The collective loss allowance is determined based on historical data of payment statistics for similar financial assets. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables. No allowance for collective impairment was made based on past experience. (Refer Note 7 and 10)"

Financial instruments and Cash deposits:

Credit risk from balances with banks and financial institutions is managed in accordance with the Company''s policy. Investments of surplus funds in mutual funds are made only with approved counterparties and within credit limits assigned to each counterparty. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty''s potential failure to make payments. (Refer Note 6 - Current investments, 7 and 14)

Credit risk concentration:

The Company''s revenue is principally settled on cash terms or through credit cards, thus there are no significant past due balances in the Company''s trade receivables. The Company''s customers are walk-in whose individual annual expenditure at the Company''s establishments does not constitute a substantial percentage relative to the company''s revenue. Other financial assets consist mainly of deposits placed with various well-established and reputable lessors for lease of retail space and credit risk is not concentrated.

The Company''s maximum exposure to credit risk for the components of the balance sheet is the carrying amount as provided in Note no 6 - Current investments, 7, 10 to 14.

(b) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or other financial assets. The Company''s approach to manage liquidity is to have sufficient liquidity to meet it''s liabilities when they are due, under both normal and stressed circumstances, without incurring unacceptable losses or risking damage to the Company''s reputation.

The Company''s liquidity management process as monitored by management, includes the following:

- Day to day funding, managed by monitoring future cash flows to ensure that requirements can be met.

- Maintaining rolling forecasts of the Company''s liquidity position on the basis of expected cash flows.

- It maintains adequate source of financing through internally generated funds, use of short term bank deposits, investment in mutual funds and non banking financial institutions, external borrowings and issue of shares.

- The Company assessed the concentration of risk with respect to its financial liabilities and concluded it to be low.

(c) Market risk

Market risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises two types of risk namely: currency risk and interest rate risk. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

(i) Interest rate risk

The Company is not exposed to Interest rate risk

(ii) Currency risk

Currency risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is exposed to the effects of fluctuation in the prevailing foreign currency exchange rates on its financial position and cash flows. Exposure arises primarily due to exchange rate fluctuations between the functional currency and other currencies from the Company''s operating and investing activities.

Note 42: Capital Management

For the purpose of the Company''s capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders of the Company.

The primary objective of the Company''s capital management is to ensure it maintains sufficient cash in order to support its business and maximise shareholder value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions. To maintain or adjust the capital structure, the Company may return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the year ended March 31, 2024. The Company does not have outstanding debt as at the end of the year.

Note 43: Going Concern

The Company has incurred net Losses during the current year of H 689.43 million and has accumulated losses of H 7,488.33 million (also refer note 36 on capital commitments). In view of these facts and to remove any doubt on the Company''s ability to act as a going concern, the company''s management has carried out an assessment on the Company''s financial performance and it believes that the Company will be able to continue to operate as a going concern for the foreseeable future and meet all its liabilities as they fall due for payment. . To arrive at such judgement, the management have considered a) available cash and bank balances; b) expected future operating cash flows based on business projections; c) ability to raise borrowings from the bank (based on the discussion with Company''s bankers) and d) positive net worth of H 18,495.53 million as at March 31, 2024 (March 31, 2023: H 18,945.50 million). Accordingly, these standalone financial statements have been prepared on a going concern assumption.

Note 44: Electronic Backup and Audit trail

The Company has a defined process to take daily back-up of ''books of account, other relevant books and papers in electronic mode'' on servers physically located in India which is in compliance with the relevant provisions of the Companies (Accounts) Rules, 2014 (as amended). In case of back up server of ''books of account, other relevant books and papers in electronic mode'' , the Company has taken daily back-ups except for the period from April 01, 2023 to April 10, 2023 , however the backup for the said period was taken subsequently.

The Company has been taking daily backup of point-of-sales software, however, the Company started maintaining the daily log reports of the back-up from March 10, 2024.

The Company''s accounting software has audit trail functionality (edit log). This feature remained operational throughtout the year, capturing a chronological record of all relevant transactions processed within the software except for the period from April 01, 2023 to May 30, 2023, being the duration for enabling the audit trail feature.

Note 45: Change in Statutory Auditors

M/s. S R B C & CO LLP, Chartered Accountants (''SRBC'') 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''). 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. In view of the aforesaid and as per their understanding on the term of appointment of statutory auditors pursuant to Section 139 of the Companies Act, 2013, total tenure of 10 years would be completed in the ensuing 10^th AGM of the Company to be held in the year 2023. Accordingly, SRBC vide their letter dated June 21, 2023, have communicated their intention to resign as Statutory Auditors of the Company upon completion of their engagements till the ensuing 10^th AGM of the Company.

Further, pursuant to the recommendation of Audit Committee of the Company, the Board of Directors at their meeting recommended to the shareholders for its approval at ensuing AGM, the appointment of M/s. B S R & Co. LLP Chartered Accountants, as the Statutory Auditors of the Company for a term of five (5) consecutive years commencing from the conclusion of ensuing 10^th AGM of the Company upto the conclusion of 15^th AGM of the Company to be held in the year 2028.

Note 46: Code of Social Security

The Code of Social Security 2020 (''Code'') relating to employee benefits during employment and post-employment received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified and the final rules/interpretation have not yet been issued. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period in which the Code becomes effective.

Note 47: Corporate Social Responsibility ("CSR")

The provisions of Section 135 of the Companies Act 2013 are not applicable to the Company since the Company is a loss making Company and does not meet the applicability criteria as defined in the aforesaid section.

Note 48: Other Statutory Information

(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

(ii) The Company does not have any transactions with companies struck off u/s 248 of the Companies Act, 2013.

(iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

(iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the year ended March 31, 2024.

(v) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding whether recorded in writing or otherwise that the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,

(vi) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies) (outside the group), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

(vii) The Company has not surrendered or disclosed any transaction, previously unrecorded in the books of accounts, in the tax assessments under the Income Tax Act, 1961 as income during the year.

As per our report of even date

For B S R & CO LLP For and on behalf of the Board of Directors of

Chartered Accountants Restaurant Brands Asia Limited

Firm Registration Number: 101248W/W- 100022 (formerly known as Burger King India Limited]

Rishabh Kumar Rajeev Varman Sandeep Chaudhary Tara Subramaniam

Partner Whole-time Director & Director Director

Membership No: 402877 Group Chief Executive Officer

DIN:03576356 DIN:06968827 DIN:07654007

Place: Mumbai Date: May 16, 2024

Sumit Zaveri Sameer Patel

Group Chief Financial Officer & Chief Financial Officer

Chief Business Officer

Place: Mumbai Date: May 16, 2024

Mar 31, 2023

Terms/ rights attached to equity shares

The Company has a single class of equity shares having par value of '' 10 per share. Each shareholder is eligible for one vote per share held. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts if any. The distribution will be in proportion to the number of equity shares held by the shareholders.

Terms related to dividend

The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

Notes:

(i) As per records of the Company, including its register of shareholders/members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

(ii) A here were no equity shares issued as bonus and shares bought back during the period of five years immediately preceding the reporting date.

C. Issue of shares under QIP

I n the previous year March 31, 2022, the Company issued 108,480,018 fully paid up equity shares to Qualified Institutional Buyers in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. These shares were issued at a price of '' 129.25 per share (including securities premium of '' 119.25 per share) for an aggregate consideration of '' 14,021.04 million.

Nature of reserve:

1. S ecurities premium: Securities premium represents premium received on shares. The reserve can be utilised only for limited purposes in accordance with the provisions of the Companies Act, 2013.

2. S hare based payment reserve: Share based payment reserve represents the grant date fair value of options issued to employees under employee stock plan.

3. S etained earnings: Retained earnings are the losses that the Company has made till date, less any transfers to general reserve, dividends, or other distributions paid to the shareholders. Retained earning is a free reserve available to the Company.

4. S hare application pending allotment: Share application pending allotment represents the amount received on the share application on which allotment is not yet made.

The Company also had non-cash additions (net off remeasurements) to Rights-of-use assets of '' 3,255.11 million for March 31, 2023 (March 31, 2022: '' 1,620.03 million) (Refer Note 4)

The Company also had non-cash additions (net off remeasurements) to lease liabilities of '' 3,050.52 million for March 31, 2023 (March 31, 2022: '' 1,534.56 million)

Difference between ROU assets and lease liabilities pertaining to new leases recorded on initial recognition represents initial direct costs and deferred component of Security deposits given to lessors.

Practical expedient as per Ind AS 116 availed by the Company

(i) Short term leases or leases of low value assets

T he Company applies the short-term lease recognition exemption to its short-term leases of restaurant and equipment (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option).

(ii) Lease concessions

Ts per MCA notification dated 24^th July 2020 and subsequently amended on June 18, 2021 in respect of Ind AS 116, a lessee may apply practical expedient and elect not to assess whether a rent concession is a lease modification if specified criteria are met. It applies to only those rent concessions occurring as a direct consequence of the COVID-19 pandemic and if all the following conditions are met:

(a) t he change in lease payments is substantially the same or less than the lease payments immediately preceding the change;

(b) any reduction in lease payments affects only the payments originally due on or before the June 30, 2022; and

The Company has disclosed the application of the practical expedient and the amount recognised in the statement of profit or loss for the reporting period to reflect changes in lease payments that arise from rent concessions.

NOTE 32: EARNINGS PER SHARE (EPS)

Basic EPS amounts are calculated by dividing the loss for the year attributable to equity holders by the weighted average number of equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the loss attributable to equity holders by the weighted average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares.

(b) Defined Benefit Plans

(i) Gratuity :

G ratuity liability is a defined benefit scheme. The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the act, employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends on the member''s length of service and salary at retirement age. The gratuity liability is unfunded.

The cost of providing benefits under this plan is determined on the basis of an actuarial valuation done.

(i) T he actuarial valuation of the defined benefit obligation were carried out at March 31, 2023. The present value of the defined benefit obligation and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

(ii) T iscount rate is based on the prevailing market yields of Indian Government securities as at the balance sheet date for the estimated term of the obligations.

(iii) T he salary escalation rate is arrived after taking into consideration the seniority, the industry practice, the promotion and other relevant factors, such as, demand and supply in employment market.

(iv) T he weighted average duration of the defined benefit plan obligation at March 31, 2023 is 09 years (March 31,2022: 11 years).

(i) D uring the 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 410,000 million (equivalent to '' 2,251.31 million) and USD 0.28 million (equivalent to '' 22.99 million) to secure PT Sari Burger Indonesia''s liabilities towards the aforesaid banks. The outstanding borrowings in books of PT Sari Burger 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.

(ii) The 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 PT Sari Burger 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 PT Sari Burger Indonesia to BK Asia Pac as on March 31, 2023 is '' 22.47 million (March 31, 2022: '' 20.28 million).

D 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 1,253,656 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 PT Sari Burger 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).

The Company has charged commission in respect of performance guarantee.

(c) Dhe Company has granted options to the employees of its subsidiary company PT Sari Burger Indonesia and the related expense amounting to '' 4.10 million (March 31 2022: '' NIL) has been charged to the respective subsidiary company

T he Company provides share-based payment schemes to its senior executives for their association and performance as well as to motivate them to contribute to the growth and profitability of the Company.

T n September 21, 2015, the shareholders approved the Equity Settled BK Employee Stock Option Scheme 2015'' ("ESOS 2015"). ESOS 2015 has been amended vide shareholder''s resolutions dates April 25, 2018, June 28, 2019, October 23, 2019 and November 13, 2020 respectively and board resolution dated March 29, 2022.

T he ESOS 2015 was amended to increase the exercise period from 12 months to 24 months for the options vesting on the completion of the Initial Public Offer of the Company vide shareholders'' resolution dated November 12, 2020.

T he ESOS 2015 was further amended on 24 November 2022 vide approval granted by Nomination and Remuneration Committee to increase the exercise period from 24 months to 36 months for the options vesting on the IPO and from 12 months to 24 months for the options vesting on 3 years from grant date.

T he Company has granted options to the employees of its subsidiary company PT Sari Burger Indonesia and the related expense amounting to '' 4.10 million (March 31 2022: '' NIL) has been charged to the respective subsidiary company.

b. Contingent Liabilities

(i) D uring the 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 410,000 million (equivalent to '' 2,251.31 million) and USD 0.28 million (equivalent to '' 22.99 million) to secure PT Sari Burger Indonesia''s liabilities towards the aforesaid banks. The outstanding borrowings in books of PT Sari Burger 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.

(ii) D 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 PT Sari Burger 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 PT Sari Burger Indonesia to BK Asia Pac as on March 31, 2023 is '' 22.47 million (March 31, 2022: '' 20.28 million).

P 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 1,253,656 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 PT Sari Burger 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).

The Company has charged commission in respect of performance guarantee.

(iii) Phe Company believes that there is no impact of retrospective applicability of the Supreme Court (SC) judgement on definition of basic wages for PF contributions. The Company has complied with the Supreme Court (SC) judgement on prospective basis.

NOTE 37 : SEGMENT REPORTING

NOTE 38 : FAIR VALUES OF FINANCIAL INSTRUMENTS

a. Fair value hierarchy

Phe Company categories fair value measurements using a fair value hierarchy that is dependent on the valuation inputs

used as follows:

- Level 1 â Quoted (unadjusted) market prices in active markets for identical assets or liabilities

NOTE 39 : FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company is exposed to financial risks arising from its operations and the use of financial instruments. The key financial risks include credit risk, liquidity risk and foreign currency risk. The following sections provide details regarding the Company''s exposure to the financial risks and the objectives, policies and processes of the management for these risks.

(a) Credit risk

C redit risk is the risk of loss that may arise on the outstanding financial instruments should a counterparty default on its obligations. The Company''s exposure to credit risk arises primarily from deposits with landlords for store properties taken on leases, trade and other receivables, investment in mutual funds and balances with banks and non banking financial institutions. There is no significant concentration of credit risk. For Investment in mutual funds, cash and bank balances and inter corporate deposit the Company minimises credit risk by dealing with high credit rating parties.

- Pevel 2 â Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

- Pevel 3 â Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

Pair value measurements that use inputs of different hierarchy levels are categorised in its entirety in the same level of

the fair value hierarchy as the lowest level input that is significant to the entire measurement.

Security deposits, Trade and other receivables:

T he Company''s business is predominantly retail in nature on ''cash and carry'' basis which is largely through cash and credit card collections. The credit risk on such credit card collections is minimal, since they are primarily owned by customers'' card issuing banks. The Company also carries credit risk on lease deposits with landlords for store properties taken on leases, for which agreements are signed and property possessions timely taken for store operations. The risk relating to refunds after store shut down is managed through successful negotiations or appropriate legal actions, where necessary.

The company establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade and other receivables. The collective loss allowance is determined based on historical data of payment statistics for similar financial assets. No allowance for collective impairment was made based on past experience. (Refer Note 7 and 10)

Financial instruments and Cash deposits:

T redit risk from balances with banks and financial institutions is managed in accordance with the Company''s policy. Investments of surplus funds in mutual funds are made only with approved counterparties and within credit limits assigned to each counterparty. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty''s potential failure to make payments. (Refer Note 6 - Current investments, 7 and 14)

Credit risk concentration:

T ther financial assets consist mainly of deposits placed with various well-established and reputable lessors for lease of retail space and credit risk is not concentrated.

The Company''s maximum exposure to credit risk for the components of the balance sheet is the carrying amount as provided in Note no 6 - Current investments, 7, 10 to 14.

(b) Liquidity risk

L iquidity risk is the risk that the Company will encounter difficulty in meeting financial obligations due to shortage of funds. The Company monitor its liquidity risk and maintains a level of cash and cash equivalents deemed adequate bymanagement to finance the Company''s operations and to mitigate the effects of fluctuations in cash flows. Typically the Company ensures that it has sufficient cash on demand to meet expected operational expenses including the servicing of financial obligations. The Company''s operations are financed through internally generated funds, external borrowings and issue of shares. During the year ended March 31,2022, the Company raised '' 14,021.04 million through issue of shares to Qualified Institutional buyers.

(c) Foreign Currency risk

Foreign Currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign currency rates. Exposures can arise on account of the various assets and liabilities which are denominated in currencies other than Indian Rupee.

NOTE 42: GOING CONCERN

NOTE 41: CAPITAL MANAGEMENT

For the purpose of the Company''s capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders of the Company.

The primary objective of the Company''s capital management is to ensure it maintains sufficient cash in order to support its business and maximise shareholder value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions. To maintain or adjust the capital structure, the Company may return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the year ended March 31, 2023. The Company does not have outstanding debt as at the end of the year.

During the year ended March 31,2023, the Company has incurred total comprehensive loss of '' 721.60 million (March 31,2022: '' 936.23 million). The accounts of the Company for the respective years have been prepared on the basis of going concern, as the management is confident that the performance of the Company will improve in the upcoming years. The Company has a positive net worth of '' 18,945.50 million as at March 31, 2023 (March 31, 2022 : '' 19,503.04 million). The Company is therefore considered as a going concern and accordingly, the financial statements have been prepared based on going concern assumption.

NOTE 43: COVID-19

There is no impact of COVID-19 pandemic on the business operations and the standalone financial results of the Company for the year ended March 31, 2023, however it had a significant impact on the business operations and the standalone financial results of the Company for the year ended March 31, 2022. The Company had assessed the impact of this pandemic on its business operations and considered all relevant internal and external information available up to the date of approval of these standalone financial results, in determination of the recoverability and carrying value of financial assets and non-financial assets.

NOTE 44: CODE OF SOCIAL SECURITY

NOTE 45: CORPORATE SOCIAL RESPONSIBILITY ("CSR")

NOTE 46: OTHER STATUTORY INFORMATION

b) D uring the year ended March 31, 2022, the Company issued 108,480,018 fully paid up equity shares to Qualified Institutional Buyers in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. These shares were issued at a price of '' 129.25 per share (including securities premium of '' 119.25 per share) for an aggregate consideration of '' 14,021.04 million.

(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

(ii) The Company does not have any transactions with companies struck off u/s 248 of the Companies Act, 2013.

(iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

(iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the year ended March 31, 2023.

(a) T irectly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,

(a) T irectly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

(vii) The Company has not surrendered or disclosed any transaction, previously unrecorded in the books of accounts, in the tax assessments under the Income Tax Act, 1961 as income during the year.

NOTE 47: ELECTRONIC BACKUP

The Company has a defined process to take daily back-up of books of account maintained electronically in a server maintained in India which is in compliance with the relevant provisions of the Companies (Accounts) Rules, 2014 (as amended). In the case of back up server of Microsoft Dynamics NAV, the Company has taken daily back-ups of books of account and maintained the logs of such back-ups for a period of 30 days. Considering the new regulations, the management is taking steps to configure systems to ensure that logs of daily back ups is available for the entire period to demonstrate compliance with the regulations.

NOTE 48: REGROUPINGS/RECLASSIFICATIONS

Previous year figures have been re-grouped/ re-classified wherever necessary, to confirm to current year''s classification.

Mar 31, 2022

Nature of reserve:

1. Securities premium: Securities premium reserve represents premium received on shares. The reserve can be utilised only for limited purposes in accordance with the provisions of the Companies Act, 2013.

2. Share based payment reserve: Share based payment reserve represents the grant date fair value of options issued to employees under employee stock plan.

3. Retained earnings: Retained earnings are the losses that the Company has made till date, less any transfers to general reserve, dividends, or other distributions paid to the shareholders. Retained earning is a free reserve available to the Company.

4. Share application pending allotment: Share application pending allotment represents the amount received on the share application on which allotment is not yet made.

The Company also had non-cash additions to Rights-of-use assets of ''1,620.03 million for March 31,2022 (March 31, 2021: ''414.35 million)

The Company also had non-cash additions to lease liabilities of ''1,534.56 million for March 31,2022 (March 31,2021: ''349.67 million)

Practical expedient as per Ind AS 116 availed by the Company

(i) Short term leases or leases of low value assets

The Company applies the short-term lease recognition exemption to its short-term leases of restaurant and equipment (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option).

(ii) Lease concessions

As per MCA notification dated 24^th July 2020 and subsequently amended on June 18, 2021 in respect of IND- AS 116, a lessee may apply practical expedient and elect not to assess whether a rent concession is a lease modification if specified criteria are met. It applies to only those rent concessions occurring as a direct consequence of the COVID-19 pandemic and if all the following conditions are met:

(a) the change in lease payments is substantially the same or less than the lease payments immediately preceding the change;

(b) any reduction in lease payments affects only the payments originally due on or before the June 30, 2022; and

(i) Fair value gain on financial instruments at fair value through profit or loss relates to foreign exchange forward contracts that was not designated for hedge accounting and did not qualify for embedded derivatives.

(ii) The Company has elected to apply the practical expedient of not assessing the rent concessions as a lease modification, as per MCA notification dated 24^th July 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 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 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.

*The Company has unused carried forward business tax losses of ''1,787.04 million and unabsorbed tax depreciation amounting to ''2,489.34 million as on March 31, 2022. The unused tax losses expire in 8 years and may not be used to offset taxable income by the Company. Unabsorbed tax depreciation does not have any expiry period under the Income Tax Act, 1961. The Company neither has any taxable temporary difference nor any tax planning opportunities available that could partly support the recognition of these losses as deferred tax assets. On this basis, the Company has determined that it cannot recognise deferred tax assets of ''1,076.28 million on these unused carried forward tax losses and unabsorbed depreciation. Hence, deferred tax asset is recognised to the extent of deferred tax liabilities.

NOTE 32: EARNINGS PER SHARE (EPS)

Basic EPS amounts are calculated by dividing the loss for the year attributable to equity holders by the weighted average number of equity shares outstanding during the year.

(b) Defined Benefit Plans

(i) Gratuity:

Gratuity liability is a defined benefit scheme. The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the act, employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends on the memberâs length of service and salary at retirement age. The gratuity liability is unfunded. The cost of providing benefits under this plan is determined on the basis of an actuarial valuation done.

(i) The actuarial valuation of the defined benefit obligation were carried out at March 31, 2022. The present value of the defined benefit obligation and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

(ii) Discount rate is based on the prevailing market yields of Indian Government securities as at the balance sheet date for the estimated term of the obligations.

(iii) The salary escalation rate is arrived after taking into consideration the seniority, the promotion and other relevant factors, such as, demand and supply in employment market.

(iv) The weighted average duration of the defined benefit plan obligation at March 31, 2022 is 11 years (March 31, 2021: 12 years).

On September 21, 2015, the board of directors approved the Equity Settled âEmployees Stock Option Scheme 2015â (Scheme 2015) (as last amended vide shareholdersâ resolution dated November 13, 2020) for issue of stock options to the key employees of the Company.

The ESOS 2015 was amended to increase the exercise period from 12 months to 24 months for the options vesting on the completion of the Initial Public Offer of the Company vide shareholders'' resolution dated November 12, 2020.

NOTE 36 : COMMITMENTS AND CONTINGENCIES

a. Commitments : Estimated amount of contracts remaining to be executed on capital account and not provided for

('' in Million)
Particulars	March 31, 2022	March 31, 2021
(i) Estimated amount of contracts remaining to be executed on capital account and not provided for (Net of Advances)	355.45	81.66

(ii) As per the Share Subscription cum shareholders'' agreement (SSHA), the Company is committed to infuse USD 15 million in one or more tranches against the issuance of new shares by PT Sari Burger Indonesia.

b. Contingent Liabilities

(i) As part of SSHA, the Company has provided commitment to procure the release of F&B Asia Ventures (Singapore) Pte. Ltd. ("F&B Asia") from the corporate guarantees given by it pursuant to the borrowings availed by PT Sari Burger Indonesia from banks. The outstanding borrowings in books of PT Sari Burger Indonesia as on March 31, 2022 is ''1,419.36 million.

(ii) The Company has provided performance guarantee amounting to USD 551,221 as determined on February 28, 2022 in favour of BK Asia Pac Pte. Ltd. ("BK Asia Pac") for securing the obligations of PT Sari Burger 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 PT Sari Burger Indonesia to BK Asia Pac as on March 31, 2022 is ''20.28 million.

(iii) The Company believes that there is no impact of retrospective applicability of the Supreme Court (SC) judgement on definition of basic wages for PF contributions. The Company has complied with the Supreme Court (SC) judgement on prospective basis.

NOTE 37 : SEGMENT REPORTING

The Chief Executive Officer (CEO) of the Company has been identified as Chief Operating Decision Maker (âCODMâ) of the Company who evaluates the Companyâs performance and allocates resources based on an analysis of various performance indicators by reportable segments. CODM reviews the entire operating results of the business as a whole for the purpose of making decisions about resource allocation and performance assessment and therefore, the Company believes that there is single reportable segment i.e. " Restaurants and Management". Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the financial statement.

The Company operates only in India and hence all non current assets belonging to reportable segment are located in India. The Company doesn''t have any individual customer who is contributing more than 10% of revenue.

NOTE 39 : FAIR VALUES OF FINANCIAL INSTRUMENTS

a. Fair value hierarchy

The Company categories fair value measurements using a fair value hierarchy that is dependent on the valuation inputs used as follows:

- Level 1 â Quoted (unadjusted) market prices in active markets for identical assets or liabilities

- Level 2 â Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

- Level 3 â Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable Fair value measurements that use inputs of different hierarchy levels are categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

b. For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

The management assessed that cash and cash equivalents, trade receivables, bank deposits, bank balances other than cash and cash equivalents, loans to employees, other financial assets, trade payables and other financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

The fair value for security deposits is calculated based on cash flows discounted using risk adjusted discounting rates currently available for debt on similar terms, credit risk and remaining maturities. It is classified as level 3 fair value hierarchy due to the inclusion of unobservable inputs.

The fair value of unquoted mutual fund investment is calculated based on the Net Assets value on reporting date and it is classified as level 2 fair value hierarchy since NAV quotes are obtainable from Mutual fund.

NOTE 40 : FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company is exposed to financial risks arising from its operations and the use of financial instruments. The key financial risks include credit risk, liquidity risk and foreign currency risk. The following sections provide details regarding the Company''s exposure to the aboveâmentioned financial risks and the objectives, policies and processes for the management of these risks.

(a) Credit risk

Credit risk is the risk of loss that may arise on the outstanding financial instruments should a counterparty default on its obligations. The Company''s exposure to credit risk arises primarily from deposits with landlords for store properties taken on leases and other receivables, investment in mutual funds and balances with banks. There is no significant concentration of credit risk. For Investment in mutual funds and cash and bank balances, the Company minimises credit risk by dealing with high credit rating parties.

Trade receivables:

The Companyâs business is predominantly retail in nature on âcash and carryâ basis which is largely through cash and credit card collections. The credit risk on such credit card collections is minimal, since they are primarily owned by customersâ card issuing banks. The Company also carries credit risk on lease deposits with landlords for store properties taken on leases, for which agreements are signed and property possessions timely taken for store operations. The risk relating to refunds after store shut down is managed through successful negotiations or appropriate legal actions, where necessary.

Financial instruments and Cash deposits:

Credit risk from balances with banks and financial institutions is managed in accordance with the Companyâs policy. Investments of surplus funds in mutual funds are made only with approved counterparties and within credit limits assigned to each counterparty. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterpartyâs potential failure to make payments. (Refer Note 6 to 8 and 11 to 14)

Credit risk concentration:

The Company''s revenue is principally settled on cash terms or through credit cards, thus there are no significant past due balances in the companyâs trade receivables. The Companyâs customers are walk-in whose individual annual expenditure at the Company''s establishments does not constitute a substantial percentage relative to the company''s revenue. Other receivables consist mainly of deposits placed with well-established and reputable lessors for lease of retail space.

The Company''s maximum exposure to credit risk for the components of the balance sheet is the carrying amount as provided in Note no 7,8, 11 to 14.

(b) Liquidity risk

Company ensures that it has sufficient cash on demand to meet expected operational expenses including the servicing of financial obligations. The Company''s operations are financed through internally generated funds, external borrowings and issue of shares. During the year ended March 31, 2022, the Company raised ''14,021.04 million through issue of shares to Qualified Institutional buyers.

NOTE 42: CAPITAL MANAGEMENT

For the purpose of the Company''s capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders of the Company.

The primary objective of the Companyâs capital management is to ensure it maintains sufficient cash in order to support its business and maximise shareholder value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions. To maintain or adjust the capital structure, the Company may return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the year ended March 31, 2022. The Company does not have outstanding debt as at the end of the year.

During the year ended March 31, 2022, the actual offer expenses (Companyâs share) were concluded at ''354.13 million as against original projected offer expenses of ''368.51 million, pursuant to which the unutilised portion of offer expenses of ''14.38 million has been added to the net proceeds for General corporate purposes resulting in balance available for utilisation being revised to ''726.08 million.

IPO Proceeds which were unutilised as at March 31,2022 were temporarily invested in deposits with scheduled commercial banks and balance amount was kept in public issue and monitoring agency bank accounts.

NOTE 43: INVESTMENT IN SUBSIDIARY

During the year ended March 31,2022, the Company has acquired controlling stake of 87.75% in PT Sari Burger Indonesia (âBK Indonesiaâ) on March 9, 2022 as per the terms of the sale and purchase agreement executed by and amongst the Company, QSR Indoburger Pte. Ltd. (âQSR Indoâ), PT Mitra Adiperkasa TBK (âMAPâ), F&B Asia Ventures (Singapore) Pte. Ltd. (âF&B Asiaâ) and BK Indonesia on December 16, 2021 and the Share Subscription cum Shareholdersâ Agreement executed between the Company, MAP and BK Indonesia on December 16, 2021, as amended (âSSHAâ) on March 8, 2022 as per below:

a) purchase of 416,796 equity shares from QSR Indo and MAP for an aggregate amount of ''7,507.31 million; and

b) subscribe to 184,346 fresh equity shares of BK Indo for an aggregate amount of ''3,323.52 million,

in the manner as determined pursuant to the SPA and on such terms and conditions as agreed in the SSHA. Consequently, BK Indonesia has become a subsidiary of the Company.

NOTE 44: GOING CONCERN

During the current year, the Company has incurred total comprehensive loss of ''936.23 million (March 31, 2021: ''1,738.12 million). The accounts of the Company for the above periods have been prepared on the basis of going concern, as the management is confident that the performance of the Company will improve in the upcoming years. The Company has a positive net worth of ''19,503.04 million as at March 31,2022. The Company is therefore considered as a going concern and accordingly, the financial statements have been prepared based on going concern assumption.

NOTE 45: EXCEPTIONAL ITEMS

a. The 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.

b. Due to the pandemic, certain stores had to be shut down, which led to write off of property, plant and equipment amounting to ''27.83 million during the year ended March 31, 2021.

c. The Company had written off assets amounting to ''20.48 million during the year ended March 31, 2021 owing to change in âBurger Kingâ logo globally.

NOTE 46: COVID-19

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 these 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 Company''s 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 (Refer Note 45) Also, the Company has elected to apply the practical expedient of not assessing the rent concessions as a lease modification, as per MCA notification dated 24^th July 2020 and subsequently amended on June 8, 2021 in respect of IND- AS 116 for all rent concessions which are granted due to COVID-19 pandemic (Refer Note 25)

NOTE 47: CODE OF SOCIAL SECURITY

NOTE 48: CORPORATE SOCIAL RESPONSIBILITY ("CSR")

NOTE 49: REGROUPINGS / RECLASSIFICATIONS

Previous period/year figures have been re-grouped/ re-classified wherever necessary, to confirm to current year''s classification and in order to comply with the requirements of the amended Schedule III to the Companies Act, 2013 effective April 1,2021.

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