Restaurant Brands Asia Ltd

Dear Members,

Restaurant Brands Asia Limited

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

FINANCIAL HIGHLIGHTS AND PERFORMANCE

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

(Rs in Million)

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

COMPANY OVERVIEW AND STATE OF COMPANY AFFAIRS

Restaurant Brands Asia Limited (the ‘Company'/ ‘RBA') embarked on its journey in 2013 and is a prominent player in the Quick Service Restaurant (‘QSR') industry in India, having increased its restaurant count in a short span of time. As the master franchisee of the Burger 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, 2025, the Company had a widespread network of 513 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 millennials

Vertically managed and scalable supply chain

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

Well defined restaurant roll-out and development process

Experienced and professional management team

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

DIVIDEND & APPROPRIATIONS

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

TRANSFER TO RESERVES

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

(a) Authorized Share Capital

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

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

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

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

1) 23,65,531 equity shares of face value of 10/- each pursuant to exercise of stock options granted by the Company in terms of the BK Employee Stock Options Scheme, 2015; and

2) 8,33,33,333 equity shares of face value of 10/- each at a premium of 50/- per equity share to Qualified Institutional Buyers (‘QIBs') through Qualified Institutions Placement (‘QIP') of equity shares on March 26, 2025.

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

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

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

Appointments

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

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

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

Re-appointment of Directors liable to retire by rotation

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

a) Mr. Amit Manocha (DIN :01864156), Non-Executive Director of the Company, was due to retire by rotation at the 11^th Annual General Meeting and being eligible, had offered himself for re-appointment. He was re-appointed at the Annual General Meeting held on September 19, 2024.

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

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

Completion of Term of Independent Director

Mr. Shivakumar Dega (DIN: 00364444) completed his term of 5 (five) consecutive years as an Independent Director on October 13, 2024. Accordingly, he ceased to be an Independent Director and Chairman of the Company with effect from closing of business hours on October 13, 2024.

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

The Board of Directors of the Company, at its meeting held on October 11, 2024, appointed Mrs. Tara Subramanium (DIN: 07654007), Independent Director as the Chairperson of the Board of Directors of the Company with effect from October 14, 2024.

KEY MANAGERIAL PERSONNEL

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

** During the year under review, Ms. Shweta Mayekar was appointed as the Company Secretary and Compliance Officer of the Company with effect from July 29, 2024. During the year under review, Mr. Sameer Patel ceased to be Chief Financial Officer of the Company with effect from close of business hours on February 7, 2025.

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

Composition of Board of Directors

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

Number of Board Meetings

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

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

Audit Committee

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

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

Nomination and Remuneration Committee

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

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

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

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

Other Committees

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

Declaration by Independent Directors

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

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

Annual Performance Evaluation of the Board

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

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

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

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

Familiarization programme for Independent Directors

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

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

Requirements for maintenance of cost records

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

Vigil Mechanism & Whistle-blower Policy

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

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

Annual Return

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

Particulars of contracts or arrangements with related parties

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

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

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 provided as annexure to this Report.

Particulars of Loan, Guarantee, Security and Investments

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

Deposits

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

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

Risk Management Policy

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

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

Internal Financial Control and their adequacy

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

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

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

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

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

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

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

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

Material Changes and commitments affecting the financial position of the Company

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

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

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

Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and 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.

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, 2025, BK Indonesia has 143 restaurants.

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

B. PT Sari Chicken Indonesia

PT Sari Chicken Indonesia is a wholly owned subsidiary of BK Indonesia, subsidiary of the Company. PT Sari Chicken Indonesia, has exclusive master franchise and development rights in Indonesia to develop, establish, own, operate, and to grant franchises of Popeyes^? restaurants in Indonesia. As on March 31, 2025, 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 731.32 million during the financial year 2024-25, decrease of 6.19% from financial year 2023-24. It incurred a loss of 381.77 million during the financial year 2024-25.

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

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

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

Corporate Social Responsibility Policy

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

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

BK Employee Stock Option Scheme 2015

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

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

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

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

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

RBAL Employee Stock Option Scheme 2024

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

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

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

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

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

HUMAN RESOURCES

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

People Function Highlights

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

Learning and Leading into the Future

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

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

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

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

Enabling Formal Higher Education

Recognizing that learning does not stop at the workplace, we took steps to support employees in completing their formal education. For many of our frontline team members who had to pause or discontinue their education, we introduced pathways to pursue graduation alongside their roles. We also partnered with esteemed institutions to offer higher education opportunities for mid-level managers — empowering them to continue growing both professionally and personally.

High-Touch Environment, Retention and Engagement

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

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

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

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

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

Driving Digitization in People Processes

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

Empowering Diverse Talent

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

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

PARTICULARS OF EMPLOYEES

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

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

Statutory Auditor

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

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

Secretarial Auditor

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

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

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

Internal Auditor

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

2. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended March 31, 2025 and of the loss of the Company for the same period;

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

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

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

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

CORPORATE GOVERNANCE AND STATEMENT ON COMPLIANCE OF THE SECRETARIAL STANDARDS

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

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

MANAGEMENT DISCUSSION & ANALYSIS

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

DIVIDEND DISTRIBUTION POLICY

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

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

OTHER DISCLOSURES

During the financial year under review:

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

2. No disclosure or reporting is required in respect of the following items as there were no transactions /events on these items: a) Issue of equity shares with differential rights as to dividend, voting or otherwise; b) Issue of sweat equity shares; and c) Buyback of shares.

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

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

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

ACKNOWLEDGEMENTS AND APPRECIATION

The Directors wish to convey their appreciation to all of the Company's employees for their enormous personal efforts as well as their collective contribution to the Company's performance. The Directors would also like to 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.