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:

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.

SHARE CAPITAL

(a) Authorized Share Capital

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

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

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

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

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

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

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

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

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

(c) Utilization of proceeds of Qualified Institutions
Placement (‘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.

DETAILS OF DIRECTORS AND KEY MANAGERIAL

PERSONNEL

DIRECTORS

Appointments

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

Re-appointment of Independent Directors for second term

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

b) Pursuant to the recommendation of Nomination and
Remuneration Committee, Mr. Sandeep Chaudhary
(DIN: 06968827) was re-appointed as an Independent
Director on the Board of the Company for a second term of
5 (five) consecutive years commencing from October 14,
2024 to October 13, 2029, not liable to retire by rotation.
His re-appointment was approved by the members of the
Company by passing of a special resolution at the 11^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 :01 8641 56), Non-Executive
Director of the Company, was due to retire by rotation at
the 11^th Annual General Meeting and being eligible, had
offered himself for re-appointment. He was re-appointed
at the Annual General Meeting held on September
19, 2024.

b) Mr. Rafael Odorizzi De Oliveira (DIN: 09492506), 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.

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.

STATUTORY DISCLOSURES

Requirements for maintenance of cost records

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

Vigil Mechanism & Whistle-blower Policy

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

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

Annual Return

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

Particulars of contracts or arrangements with related
parties

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

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

• 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.

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.

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, 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.

Employee Stock Option Schemes

BK Employee Stock Option Scheme 2015

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

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

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

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

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

RBAL Employee Stock Option Scheme 2024

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

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

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

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

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

AUDITORS
Statutory Auditor

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

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

Secretarial Auditor

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

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

Further, as per Regulation 24A of the SEBI Listing Regulations,
the Board of Directors at its meeting held on May 19, 2025,
has recommended the appointment of M/s. Mehta & Mehta as
Secretarial Auditors of the Company for first term of 5 (five)
consecutive years commencing from FY 2025-26 to FY 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 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 19, 2025