DIRECTORS' REPORT

During the financial year 2025-26, the Company reported
total income of '23,444.99 million on standalone basis and
'28,712.58 million on a consolidated basis, increase of
17.72% on standalone basis and 11.21% on a consolidated
basis from the financial year 2024-25 mainly on account of
new restaurant additions and SSSG increase by 4.0% in India.
The total expenditure was '23,813.87 million on standalone
basis and '30,731.74 million on a consolidated basis, increase
of 14.53% on standalone basis and 9.18% on a consolidated
basis from the financial year 2024-25. The Company's gross
margin improved by 133 basis points on a standalone basis
basis during the financial year 2025-26 at 69.04% as compared
to 67.70% in the financial year 2024-25. The Company's gross
margin improved by 164 basis points on consolidated basis
during the financial year 2025-26 at 66.70% as compared to
65.06% in financial year 2024-25.

The Company assessed recoverable value for the investment
made in PT Sari Burger Indonesia which represents a separate
cash generating unit (CGU) for the Company as at March
31, 2026. In view of cash losses incurred by the subsidiary
and continued underperformance against revenue & other
key financial performance indicators of the subsidiary in
comparison to its Annual Operating Plan, the Company
determined the 'Value in use' using the Discounted Cash
Flow (DCF) method. The 'Value in use' as per DCF method was
higher than the carrying value of the CGU of '12,331.79 million.
However, after applying sensitivities to the valuation, the
Value in use' was adjusted downwards to '11,131.79 million.
Accordingly, the Company has recorded an impairment
provision of '1,200.00 million in statement of Profit and Loss
for the year ended March 31,2026.

COMPANY OVERVIEW AND STATE OF COMPANY
AFFAIRS

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

As of March 31,2026, the Company had a widespread network
of 581 Burger King® restaurants, including 5 sub-franchisee
restaurants in India.

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

The Company possesses following competitive strengths:

• Exclusive master franchise rights in India

• Strong customer proposition

• Brand positioning for mittenniats

• Vertically managed and scalable supply chain

• Operational quality, a peopte-centric operating culture,
and effective technology systems

• Wett defined restaurant rott-out and development process

• Experienced and professionat management team

Ptease refer to the section on Company Overview and Business
Performance in the Management Discussion and Anatysis for
a detaited overview and state of company affairs.

DIVIDEND & APPROPRIATIONS

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

TRANSFER TO RESERVES

In view of the tosses incurred during the financiat year, no
amount is proposed to be transferred to the reserves during
the financiat year under review, except as required under
any statute.

SHARE CAPITAL(a) Authorized Share Capital

During the year under review, the Authorized Share
Capitat of the Company was increased from:

i. '600,00,00,000/- (Rupees Six Hundred Crore Onty)
divided into 60,00,00,000 (Sixty Crore) Equity Shares
of '10/- each (Rupees Ten Onty) to '700,00,00,000/-
(Rupees Seven Hundred Crore Onty) divided into
70,00,00,000 (Seventy Crore) Equity Shares of
'10/- each vide ordinary resotution passed by the
Members of the Company at the Annuat Generat
Meeting hetd on August 21, 2025 and;

ii. '700,00,00,000/- (Rupees Seven Hundred Crore
Onty) divided into 70,00,00,000 (Seventy Crore) Equity
Shares of '10/- each to '9,00,00,00,000/- (Rupees
Nine Hundred Crore Onty) divided into 90,00,00,000
(Ninety Crore) equity shares of '10/- each vide
ordinary resotution passed by the Members of the
Company at the Extraordinary Generat Meeting hetd
on February 13, 2026.

As on March 31, 2026, the Authorized Share Capitat of
the Company is '9,00,00,00,000/- (Rupees Nine Hundred
Crore Onty) divided into 90,00,00,000 (Ninety Crore) equity
shares of '10/- each.

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

During the financiat year under review, the Company
issued and attotted:

1) 8,08,322 equity shares of face vatue of '10/- each
pursuant to exercise of stock options granted by
the Company in terms of the BK Emptoyee Stock
Options Scheme, 2015; and

2) As on March 31, 2026, the Issued, Subscribed
and Paid-up Share Capitat of the Company is
'5,82,87,62,870/- (Rupees Five Hundred and
Eighty-Two Crore Eighty-Seven Lakhs Sixty-Two
Thousand Eight Hundred and Seventy Onty) divided
into 58,28,76,287 (Fifty-Eight Crores Twenty-Eight
Lakhs Seventy-Six Thousand Two-Hundred and
Eighty-Seven) equity shares of '10/- each.

(c) Utilization of proceeds of Qualified Institutions
Placement (‘QIP’)

The Company raised '500 Crores through Quatified
Institutions Ptacement ('QIP') on March 26, 2025. As on
March 31, 2026, there has been no deviation in the use
of proceeds of the QIP from the objects stated in the
Offer document as per Regutation 32 of the Securities
and Exchange Board of India (Listing Obtigations and
Disctosure Requirements) Regutations, 2015 ('SEBI
Listing Regutations'). The Company has been disctosing

on a quarterly basis to the Audit Committee, the uses /
application of proceeds / funds raised from QIP and the
same is also filed with the Stock Exchanges on a quarterly
basis, as applicable. The details of utilization of proceeds
is provided under the Corporate Governance Report.

PREFERENTIAL ISSUE, OPEN OFFER AND CHANGE
IN PROMOTER CONTROL OF THE COMPANY

The Company entered into a Securities Subscription
Agreement dated January 20, 2026 ("SSA") with Lenexis
Foodworks Private Limited, Aayush Agrawal Trust, Inspira
Foodworks Private Limited and Mr. Aayush Madhusudan
Agrawal (collectively referred to as the "Acquirers")
for raising of funds aggregating to approximately
INR 1,500 Crores through preferential issue of equity
shares and warrants at a price of INR 70/- per share.
The Shareholders, at the Extra-Ordinary General
Meeting held on February 13, 2026, approved the above
transaction. The issue and allotment of the aforesaid
securities remain subject to receipt of requisite statutory
and regulatory approvals.

Further, pursuant to the Share Purchase Agreement
dated January 20, 2026 ("SPA") executed amongst the
Acquirers, Inspira Agro Trading LLC ("IATL") and the
existing promoters of the Company (viz. QSR Asia Pte
Ltd. and F&B Asia Ventures (Singapore) Pte. Ltd.),
the Acquirers and IATL propose to acquire the entire
shareholding of 11.26% from the existing promoters of
the Company for approximately INR 460 Crores. Pursuant
to the above Preferential Issue and transfer of shares,
the total shareholding of the Acquirers and IATL will be
approximately 35%.

The Acquirers have made an open offer for acquisition
of up to 26% of the expanded voting share capital of the
Company at a price of INR 70/- per equity share. The open
offer process is subject to receipt of requisite statutory
and regulatory approvals and is currently underway.

Upon completion of the aforesaid transactions, the
Acquirers and IATL shall acquire control of the Company
and be classified as promoters of the Company and
existing promoters shall ceased to be classified as
promoter and member of promoter group.

CHANGE IN REGISTERED OFFICE OF THE COMPANY

The Board of Directors on April 15, 2025 approved the shifting of
registered office of the Company from 'Unit nos. 1003 to 1007,
10^th Floor, Mittal Commercia, Asan Pada Road, Chimatpada,
Marol, Andheri (East), Mumbai - 400059' to '2^nd Floor, ABR
Emerald, Plot No. D-8., Street No. 16, MIDC, Andheri (East),
Mumbai - 400093', with effect from April 16, 2025.

DETAILS OF DIRECTORS AND KEY MANAGERIAL

PERSONNEL

DIRECTORS

Re-appointment of Directors liable to retire by rotation

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

a) Mr. Rafael Odorizzi De Oliveira (DIN: 09492506), Non¬
Executive Director of the Company, was due to retire by
rotation at the 12^th Annual General Meeting and being
eligible, had offered himself for re-appointment. He was
re-appointed at the Annual General Meeting held on
August 21, 2025.

b) Mr. Ajay Kaul (DIN: 00062135), Non- Executive Director
of the Company, is liable to retire by rotation at this 13^th
Annual General Meeting and being eligible, has offered
himself for re-appointment. The Board of Directors
recommends his re-appointment for consideration by the
members of the Company at the ensuing Annual General
Meeting. Resolution seeking his re-appointment along
with his Profile and other disclosures as required under
Regulation 36(3) of SEBI Listing Regulations forms part
of the Notice of 13^th Annual General Meeting.

Number of Board Meetings

During the financial year ended March 31, 2026, the Board
of Directors met 8 (Eight) times viz., on, May 06, 2025, May
19, 2025, July 31, 2025, October 07, 2025, October 30, 2025,
January 20, 2026, February 03, 2026 and March 31,2026. The
maximum interval between any two meetings did not exceed
120 days.

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

Audit Committee

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

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

Nomination and Remuneration Committee

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

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

In accordance with the provisions of Section 134(3)(e), sub
section (3) and (4) of Section 178 of the Act and Regulation 19
read with Part D of Schedule II of the SEBI Listing Regulations,

the Company has formulated Nomination and Remuneration
Policy to provide a framework for remuneration of members
of the Board of Directors, Key Managerial Personnel and other
employees of the Company.

The Nomination and Remuneration Policy of the Company
can be accessed on the website of the Company athttps://
www.burgerking.in/investor-relations/disclosures-under-
regulation-46-sebi-lodr/corporate-governance.

Other Committees

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

Declaration by Independent Directors

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

Terms and conditions for Independent Directors are available
on the website of the Company and can be accessed athttps://
www.burgerking.in/investor-relations/disclosures-under-
regulation-46-sebi-lodr/corporate-governance/terms-and-
conditions-of-appointment-of-independent-director.

Annual Performance Evaluation of the Board

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

The performance of the Board was evaluated based on
inputs received from all the Directors after considering
criteria such as Board's effectiveness in decision making, in

providing necessary advice and suggestions to the Company's
management, etc.

A separate meeting of the Independent Directors was also held
during the financial year on February 03, 2026, for evaluation
of the performance of the Non-Independent Directors, the
Board as a whole and that of the Chairperson.

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

Familiarization programme for Independent Directors

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

The details of such programmes for familiarisation of the
Independent Directors with the Company are available
on the website of the Company at the web linkhttps://
www.burgerking.in/investor-relations/disclosures-under-
regulation-46-sebi-lodr/corporate-governance.

STATUTORY DISCLOSURESRequirements for maintenance of cost records

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

Vigil Mechanism & Whistle-blower Policy

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

The Whistle-blower Policy of the Company can be accessed
on the website of the Company athttps://www.burgerking.
in/investor-relations/disclosures-under-regulation-46-sebi-
lodr/corporate-governance.

Annual Return

As required under Section 92(3) of the Act, Annual Return
is hosted on the website of the Company athttps://www.
burgerking.in/investor-relations/disclosures-under-
regulation-46-sebi-lodr/financials/annual-reports.

Particulars of contracts or arrangements with related
parties

All related party transactions entered into during the financial
year under review were approved by the Audit Committee, as
required, from time to time and the same are disclosed in the

notes forming part of the financial statements provided in this
Annual Report.

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

• in "ordinary course of business" of the Company;

• on an "arm's length basis"; and

• not "material".

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

Particulars of Loan, Guarantee, Security and
Investments

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

Deposits

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

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

Risk Management Policy

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

The Board has constituted a Risk Management Committee, to
assist the Board with regard to the identification, evaluation and
mitigation of operational, strategic and external risks. More
details on risks and threats have been disclosed in the section
"Management Discussion and Analysis" forming an integral
part of this Annual Report. The Risk Management Policy of
the Company can be accessed athttps://www.burgerking.
in/investor-relations/disclosures-under-regulation-46-sebi-
lodr/corporate-governance.

During the financial year under review, 11 complaints with
respect to sexual harassment were received and resolved
by the Committee and there were no complaints pending for
more than 90 days.

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

Material Changes and commitments affecting the
financial position of the Company

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

Details in respect of frauds reported by Auditors

During the financial year under review, no instances of frauds
were reported by the Auditors under Section 143(12) of the Act.

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

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

Change in the nature of business

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

Subsidiaries, Joint Ventures or Associate Companies
and Consolidated Financial Statements

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

The Company holds 88.80% stake in BK Indonesia. It is
the material subsidiary of the Company. BK Indonesia
is the master franchise of the Burger King® brand in
Indonesia. It has exclusive rights to develop, establish,
own, operate and franchise Burger King® branded
restaurants in Indonesia. As on March 31, 2026, BK
Indonesia has 137 restaurants.

BK Indonesia generated revenue of ' 4,887.19 million
during the financial year 2025-26, decrease of 4.14% from
the financial year 2024-25. BK Indonesia incurred a loss
of '1,091.33 million during the financial year 2025-26.

B. PT Sari Chicken Indonesia

PT Sari Chicken Indonesia is a wholly owned subsidiary
of BK Indonesia, subsidiary of the Company. PT Sari
Chicken Indonesia, has exclusive master franchise and
development rights in Indonesia to develop, establish,
own, operate, and to grant franchises of Popeyes®
restaurants in Indonesia. As on March 31, 2026, it has
25 restaurants.

Popeyes® brand was founded in New Orleans in 1972.
Popeyes® has more than 50 years of history and culinary

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

PT Sari Chicken Indonesia generated revenue of '621.98
million during the financial year 2025-26, decrease of
14.95% from financial year 2024-25. It incurred a loss of
'433.22 million during the financial year 2025-26.

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

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

Further, there were no other companies which has/have
become/ceased to become a Subsidiary/ Joint Ventures/
Associate Companies during financial year 2025-26.

Corporate Social Responsibility Policy

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

The CSR Policy of the Company can be accessed on the
website of the Company athttps://www.burgerking.in/
investor-relations/disclosures-under-regulation-46-sebi-
lodr/corporate-governance.

Employee Stock Option Schemes

BK Employee Stock Option Scheme 2015

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

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

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

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

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

RBAL Employee Stock Option Scheme 2024

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

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

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

The disclosure as required under the applicable provisions of
the Act and the SEBI (SBEB and SE) Regulations is uploaded on
the website athttps://www.burqerkinq.in/investor-relations/
disclosures-under-regulation-46-sebi-lodr/financials/
annual-reports.

A certificate from the Secretarial Auditors of the Company,
confirming that the aforesaid scheme(s) have been
implemented in accordance with the SEBI (SBEB and SE)

Regulations will be open for inspection at the ensuing 13^th
Annual General Meeting.

HUMAN RESOURCES
Growing with Our People

As our business expanded across India, so did our people
footprint. As on March 31, 2026, our workforce grew to
12,357 employees, up from 10,115 in the previous year-each
individual contributing to our journey of growth, service, and
brand building.

At the heart of this growth is a simple belief: our people
are our greatest strength. Over the past year, our focus has
been on building not just capability, but also connection and
culture —laying the foundation for a resilient, future-ready
organization. We remain committed to fostering a high-
performance, inclusive, and engaging workplace that enables
our employees to thrive and contribute meaningfully to the
Company's success.

Our efforts during the year were anchored around three
priorities: Strengthening People, Strengthening Culture, and
Strengthening Processes.

Strengthening People: Building Capability for
Tomorrow

This year, we invested deeply in shaping a strong leadership
pipeline across levels.

From frontline teams to emerging and experienced leaders,
our programs were designed to go beyond traditional training—
focusing instead on self-discovery, real-world application
through sustained development journeys.

Our frontline talent continued to grow through the Rewarding
Ace Performance (RAP) program, which has consistently
created success stories—transforming team members into
Restaurant General Managers and Area Leads.

For managerial capability, Wings supported first-time
managers in transitioning into leadership roles, while Eklavya
enabled experienced managers to sharpen their leadership
effectiveness. These journeys were complemented by
leadership assessments, development centres, and structured
Individual Development Plans—ensuring that potential is not
just identified, but actively nurtured.

Learning Beyond the Workplace

We also recognized that growth doesn't stop at the workplace.
Many of our frontline employees have paused their formal
education due to personal circumstances. This year too we
created pathways for them to resume their academic journeys
alongside work.

At the same time, partnerships with reputed institutions
enabled mid-level managers to pursue higher education¬
helping them grow both professionally and personally.

Creating Opportunities for All

Through Taare Humare, we continued our commitment to
inclusion by creating meaningful opportunities for differently
abled individuals - enriching our teams with diverse
perspectives and strengthening our belief that talent comes
in many forms.

Strengthening Culture: Creating a Workplace Where
People Belong

As we grew in scale, we remained equally focused on
strengthening the fabric that binds us together—our pillars

- Hunger, Humility, Hardwork, Sense of Urgency and
Ownership Mentality.

Recognizing that the first few weeks shape long-term
engagement, My First Bite focused on creating a warm and
engaging onboarding experience and BK Allyship Program

- where a buddy is assigned to each new joiner to help
assimilation especially during the critical early days of an
employee's journey.

We have built a multi-layered listening architecture where
employees feel heard, valued, and connected. We are
committed to continuous listening through internal/ External
touchpoints. Platforms such as Chai Pe Charcha and Coffee
with Managers that encourage open conversations across
skip-level meetings with Leadership. BK Buddy evolved into a
strong listening mechanism—helping us act meaningfully on
employee feedback.

During the year, the Company was recognized as a Great Place
to Work® Certified™ organization—an affirmation of our
deep commitment to strengthening our people and culture.
Based on an independent assessment of workplace practices
and employee feedback, this recognition reflects the high-
trust, inclusive, and engaging environment we continue to
build together.

Our belief in listening with intent continues to shape this
journey. We actively track recurring themes and employee
concerns, and translate these insights into more responsive
policies, sharper communication, and thoughtful interventions.
This continuous feedback loop enables us to strengthen not
just our processes, but also the everyday experiences of our
people—making our workplace more connected, empowering,
and future-ready.

At the same time, we made conscious efforts to build a culture
of appreciation. Through I Shine and the CEO's Recognition
Badge, we celebrated individuals who brought our values to
life—reinforcing pride, motivation, and a sense of belonging.

We also promote a culture of well-being by encouraging
leaders and teams to take regular breaks, recharge, and adopt
sustainable ways of working.

Strengthening Processes: Enabling Scale withSimplicity

Behind every strong people experience is a set of processes
that work seamlessly.

During the year, we continued to simplify and strengthen our
HR processes—driving digitization, improving governance, and
enhancing the overall employee lifecycle experience.

From onboarding to development to compliance, our focus
was on making processes more efficient, transparent, and
scalable, in line with our growing business.

We also reinforced our commitment to a safe and respectful
workplace through strong compliance frameworks, regular
awareness initiatives, and adherence to statutory requirements
like POSH, FCPA, Insider Trading.

Looking Ahead

As we look to the future, our focus remains clear—to build
an organization where people grow, feel connected, and do
their best work.

PARTICULARS OF EMPLOYEES

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

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

AUDITORS
Statutory Auditor

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

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

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company had appointed
M/s. Mehta and Mehta, Company Secretaries (Mehta &
Mehta') (ICSI Unique Identification No.: P1996MH007500) as
the Secretarial Auditors of the Company for the first term of 5
years at the AGM held on August 21, 2025 and they shall hold
office till the conclusion of the AGM to be held for the Financial
ended March 31,2030.

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

Internal Auditor

The Company had appointed M/s PKF Sridhar & Santhanam
LLP as the Internal Auditor of the Company for the financial
year 2025-26 as per the requirements of the Act.

DIRECTORS' RESPONSIBILITY STATEMENT

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

1. In the preparation of the annual financial statements for
the financial year ended March 31, 2026, the applicable
accounting standards have been followed along with
proper explanation related to material departures;

2. They have selected such accounting policies and applied
them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company for the
financial year ended March 31,2026 and of the loss of the
Company for the same period;

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

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

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

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

CORPORATE GOVERNANCE AND STATEMENT ON
COMPLIANCE OF THE SECRETARIAL STANDARDS

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

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

MANAGEMENT DISCUSSION & ANALYSIS

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

DIVIDEND DISTRIBUTION POLICY

The dividend distribution policy of the Company is available
on the Company's website athttps://www.burgerking.in/
investor-relations/disclosures-under-regulation-46-sebi-
lodr/corporate-governance.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR)

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

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

Your Company has complied with the applicable provisions of
Maternity Act, 1961 as amended from time to time.

OTHER DISCLOSURES

During the financial year under review:

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

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

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

b) Transfer of Unclaimed Dividend or shares to Investor
Education and Protection Fund;

c) Issue of sweat equity shares; and

d) Buyback of shares.

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

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

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

ACKNOWLEDGEMENTS AND APPRECIATION

The Directors wish to convey their appreciation to all of the

Company's employees for their enormous personal efforts

as well as their collective contribution to the Company's

performance. The Directors would also like to place on
record their sincere thanks to the shareholders, customers,
dealers, suppliers, bankers, government, business associates
and other stakeholders for the continuous co-operation &
support given by them to the Company and their confidence
in its management.

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

Tara Subramaniam Rajeev Varman

Chairperson & Whole-time Director &

Independent Director Group CEO

DIN: 07654007 DIN:03576356

Place: Mumbai
Date: May 14, 2026