Interim report
Page 1
restaurant brands asia limited (Formerly known as Burger King India Limited) Registered Office : 2nd Floor, ABR Emerald, Plot No. D-8, Street No. 16, MIDC, Andheri (East), Mumbai – 400 093 CIN : L55204MH2013FLC249986 | info@burgerking.in | Tel : 022-7193 3000 | Corporate Website : www.rbrandsasia.com October 29, 2026 BSE Limited Corporate Relations Department Phiroze Jeejeeboy Towers Dalal Street, Fort, Mumbai - 400 001 Scrip Code: 543248 National Stock Exchange of India Limited Listing Department Exchange Plaza, 5th Floor, Plot no. C/1, G Block, Bandra Kurla Complex, Bandra (E) Mumbai - 400 051 SYMBOL: RBA Sub.: Outcome of the meeting of the Board of Directors of Restaurant Brands Asia Limited (‘the Company’) Ref.: 1. Regulation 30 and 33 read with Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) 2. SEBI Master Circular HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 (‘Master Circular’) Dear Sir/Ma’am, In reference to our letter dated October 23, 2026 and pursuant to the SEBI Listing Regulations and Master Circular, we wish to inform you that the Board of Directors (‘Board’) of the Company at its meeting held today i.e. Thursday, October 29, 2026 (‘meeting’), has inter alia: 1. Considered and approved the Unaudited Standalone and Consolidated Financial Results of the Company for the quarter and half year ended September 30, 2026 (‘Unaudited Financial Results’). The said Unaudited Financial Results of the Company along with the Limited Review Report of the Statutory Auditors are enclosed herewith. 2. Based on the recommendation of the Nomination and Remuneration Committee of the Company, approved the appointment of: a. Mr. Shivakumar Dega (DIN: 00364444) as an Additional Director (Non -Executive and Independent) to hold office until the date of the ensuing Annual General Meeting or three months from the date of appointment (whichever is earlier) and as an Independent Director for a term of 5 (five) consecutive years with effect from October 29, 2026 upto October 28, 2031 (both days inclusive) subject to the approval of the shareholders. b. Mr. Anand Bathiya (DIN: 03084831) as an Additional Director (Non -Executive and Non - Independent) of the company with effect from October 29, 2026. The requisite disclosures pursuant to Part A of Paragraph A of Schedule III of the SEBI Listing Regulations and in terms of the Master Circular, as amended, are enclosed herewith as Annexure A. 3. Based on the recommendation of the Nomination and Remuneration Committee of the Company approved the appointment of Mr. Sumit Zaveri as Chief Executive Officer for the India Business and consequent change in his designation from Group Chief Financial Officer and Chief Business Officer to ‘Chief Executive Officer – India Business’ with effect from November 1, 2026 . He will continue to serve as a Key Managerial Personnel (“KMP”) of the Company and will continue to report to Mr. Rajeev Varman, Group Chief Executive Officer and Whole-time Director of the Company.
Page 2
restaurant brands asia limited (Formerly known as Burger King India Limited) Registered Office : 2nd Floor, ABR Emerald, Plot No. D-8, Street No. 16, MIDC, Andheri (East), Mumbai – 400 093 CIN : L55204MH2013FLC249986 | info@burgerking.in | Tel : 022-7193 3000 | Corporate Website : www.rbrandsasia.com The requisite disclosures pursuant to Part A of Paragraph A of Schedule III of the SEBI Listing Regulations and in terms of the Master Circular, as amended, are enclosed herewith as Annexure B. 4. Pursuant to change in Organisation Structure of the Company, following persons have been designated as the Senior Management Personnel of the Company with effect from November 01, 2026: Name Designation Mr. Kiran Komatla Group Chief Technology Officer Mr. Nitin Bhayana Group Chief Asset Procurement Officer Mr. Sumeer Bedi Chief Business Development Officer Ms. Deepa Prasad Chief Supply Chain Officer Mr. Gaurav Ajjan Head - Corporate Development & Investor Relations Ms. Bhavika Dave Head - Legal The requisite disclosures pursuant to Part A of Paragraph A of Schedule III of the SEBI Listing Regulations and in terms of the Master Circular, as amended, are enclosed herewith as Annexure C. 5. Considered and approved investment in PT Sari Burger Indonesia, subsidiary of the Company, by way o f acquisition of not exceeding 2,50,000 (Two Lakh Fifty Thousand) Optionally Convertible Preference Shares (“OCPS”) at a nominal value of IDR 1,000,000 (Indonesia Rupiah One million) per share through subscription, in one or more tranches, for an amount not exceeding IDR 250 billion (Indonesia Rupiah Two Hundred and Fifty billion) equivalent in INR. The said investment in OCPS supersedes the approval granted by the Borrowing, Investments, Loans and Finance Committee at its meeting held on September 16, 2026 to invest IDR 100 billion in Redeemable Cumulative Non- Convertible Preference Shares which was intimated vide letter dated September 16, 2026. The requisite disclosures pursuant to Part A of Paragraph A of Schedule III of the SEBI Listing Regulations and in terms of the Master Circular, as amended, are enclosed herewith as Annexure D. 6. Considered and approved: a. conversion of loan amounting to IDR 371.50 billion granted to PT Sari Burger Indonesia (“PT SBI”), subsidiary company and accordingly a related party, into Optionally Convertible Preference Shares (“OCPS”), subject to the approval of the shareholders for material related party transaction(s); b. change in the terms and conditions of 1,75,000 (One Lakh Seventy-Five Thousand) Redeemable Cumulative Non-Convertible Preference Shares (“NCPS”) subscribed by the Company in PT SBI aggregating to IDR 175 billion, thereby conv erting the said NCPS along with the dividend thereon on the said NC PS into Optionally Convertible Preference Shares (“OCPS”) , subject to the approval of the shareholders for material related party transaction(s); c. seeking shareholders’ approval for the material related party transactions to be entered the Company and PT SBI for the FY 2026-27. The requisite disclosures pursuant to Part A of Paragraph A of Schedule III of the SEBI Listing Regulations and in terms of the Master Circular, as amended, are enclosed herewith as Annexure E.
Page 3
restaurant brands asia limited (Formerly known as Burger King India Limited) Registered Office : 2nd Floor, ABR Emerald, Plot No. D-8, Street No. 16, MIDC, Andheri (East), Mumbai – 400 093 CIN : L55204MH2013FLC249986 | info@burgerking.in | Tel : 022-7193 3000 | Corporate Website : www.rbrandsasia.com 7. Considered and approved , subject to the approval of the shareholders, increase in the limits for making investments, granting of loans, giving guarantees, providing of security in connection with loans as prescribed under Section 186 of the Companies Act, 2013 (“Act”), from the existing limit of INR 2,500 Crore to INR 4,500 Crore, notwithstanding the limits prescribed under Section 186 of the Act, i.e. sixty percent of Company’s paid up capital, its free reserves and securities premium account, or one hundred percent of its free reserves and securities premium account, whichever is more. The Company would seek the necessary approval of the members for the relevant agenda items through postal ballot. The said meeting commenced at 02:35 p.m. (IST) and concluded at 04:34 p.m. (IST). The outcome of the said meeting is also being uploaded on the Company’s website i.e. www.rbrandsasia.com. We request you to take the aforesaid on record. Thanking You, For Restaurant Brands Asia Limited Shweta Mayekar Company Secretary and Compliance Officer (Membership No.: A23786) Encl.: As above
Page 4
BSR&Co.LLP Nesco T bare 4. Nosco o Western Express Highway Chartered Accountants Goregaon (East), Mumbai — 400 063, India Telephone: +91 (22) 6257 1000 Fax: +91 (22) 6257 1010 Limited Review Report on unaudited standalone financial results of Restaurant Brands Asia Limited for the quarter ended 30 September 2026 and year to date results for the period from 01 April 2026 to 30 September 2026 pursuant to Regulation 33 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended To the Board of Directors of Restaurant Brands Asia Limited 1. We have reviewed the accompanying Statement of unaudited standalone financial results of Restaurant Brands Asia Limited (hereinafter referred to as “the Company") for the quarter ended 30 September 2026 and year to date results for the period from 01 April 2026 to 30 September 2026 (“the Statement”). This Statement, which is the responsibility of the Company’s management and approved by its Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 “Interim Financial Reporting” (‘Ind AS 34”), prescribed under Section 133 of the Companies Act, 2013, and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”). Our responsibility is to issue a report on the Statement based on our review. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 ‘Review of Interim Financial Information Performed by the Independent Auditor of the Entity”, issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement. ForBSR & Co. LLP Chartered Accountants Firm's Registration No.:101248W/W-100022 Rishabh Kumar Partner Mumbai Membership No.: 402877 29 October 2026 UDIN:26402877JDWEYI6966 ssRe T Park 4, Nesco umbai - 400063 Page 1 of 1 converted nto 8 S & C: 8181) vt sfectfrom Cciober 14
Page 5
RESTAURANT BRANDS ASIA LIMITED CIN : L55204MH2013FLC249985 Registered Office 2nd Floor, ABR Emerald, Plot No. D-8, Street No. 16, MIDC, Andheri East, Mumbai, Chakala MIDC, Mumbai, Maharashtra, India, 400093 Website: www.rbrandsasia.com | Tel: 022-7193 3000 | E-mail: info@burgerking Statement of unaudited Standalone financial results for the quarter and six months ended September 30, 2026 (% in Million) Particulars Quarter ended Six months ended | Year ended 30-Sep-26 | 30-Jun-26 | 30-Sep-25 | 30-Sep-26 | 30-Sep-25 | 31-Mar-26 Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | _Audited 1 Income a) Revenue fram operations 705570 | 6,826.98 | 5686.53 | 13,884.68| 1120045 | 22717.23 b) Other income 29616 | 20187 | 11505| 498.03 390.59 727.76 Total income 7,351.86 | 7,030.85 | 5801.58 | 14,382.71 | 11,600.04 | 23,444.99 2 Expenses a) Cost of materials consumed 2,09167 | 199219 180249 | 4,083.86 | 3,586.54 | 7.034.15 b) Employee benefits expenses 104033 | 97117 | 89244 | 2,01150| 174238 | 3,560.44 ©) Finance costs 452.08 | 44480 40360 | 896.88 81333 | 1687.99 d) Depreciation and amortisation expenses 792.42| 76370 | 68957 1556.12| 135219 | 2804.97 &) Other expenses 2819.51| 2.89073| 221560 571024 | 442340| 872632 Total expenses 7,196.01| 7,06259 | 6,003.70 | 14,258.60 | 11,917.84 | 23813.87 3_Profit/ (Loss) before exceptional item and tax [1-2] _155.85 (31.74) (202.12) 124.11 (317.80) (368.88)| 4 Exceptional item (refer note no. 4) - - - - - 122252 5_Profit/ (Loss) before tax [3-4] 155.85 (3174) (202.42)] 12441 (317.80)|_ (1,591.40) 6 Tax expenses a) Current tax - - - - - - b) Deferred tax - - - - . 7_Profit/ (Loss) for the periodiyear [5-6] 15585 | (31.74) (20242) 12411 (317.80)| (1581.40) 8 Other comprehensive income / (loss) i) ltems that will not be reclassified to profit or loss (1.49) - 7.20 (1.49) (7.16) (10.48) ii) Income tax relating to above - - - - - - i) Items that will be reclassified to proft or loss (19.12)| (32.16) - (51.28) - - iv) Income tax relating to above - - - & = . Total other comprehensive income / (loss) for the 061) (3218 720 (52.77) (7.16) (10.45) periodiyear 9 Total comprehensive income / (Ioss) for the 135.24| (63.90) (194.92) 7134 | (324.96) (1601.86) periodiyear [Comprising income / (loss) and other comprehensive income / (loss) for the periodiyear] 7+8] 10 Paid-up equity share capital (Face value of Z 10 712218 | 7,179 | 582252 | 712218 582252| 5828.76 each) 11 Other equity 15,264.55 12 Earnings Per Share (Face Value of % 10 each) (not annualised for the period) a) Basic (in %) 023 (0.05) (0.35) 0.19 (0.55) (2.73) 023 (0.05) (.35 0.18 (0.55) (2.73)
Page 6
Restaurant Brands Asia Limited Statement of Standalone Assets and Liabilities as at September 30, 2026 (% in Million) Particulars As at Asat September 30, 2026 March 31, 2026 Unaudited Audited Assets Non-current assets Property, plant and equipment 1051211 9,974.45 Right-of-use assets 13,698.49 13,642.59 Capital work-in-progress 802.40 384.41 Intangible assets 883.74 82959 Financial assets (a) Investments (i) in subsiciaries 12,126.13 11,388.44 (ii) others. 1,550.00 - (b) Other financial assets 778.31 676.99 Other tax assets (net) 33.20 6251 Other non-current assets 412.02 580.32 Total non-current assets 40,796.40 37,539.30 Current assets Inventories 27355 236.95 Financial assets (&) Investments 9,066.38 1,378.63 (b) Trade receivables 434.45 379.64 (c) Cash and cash equivalents 187.14 248.02 (d) Bank balances other than cash and cash equivalents 38.94 282.95 (e) Loans 2105.21 2,160.11 (f) Other financial assets 242,60 255.08 Other current assets. 698.66 258.86 Total current assets 13,056.93 5,200.25 Total Assets 53,853.33 42,739.55 Equity and Liabilities Equity Equity share capital 712218 5828.76 Other equity 24,300.54 15,264.55 Total equity 31,431.72 21,093.31 Liabilities Non-current liabilities Financial liabiliies (a) Borrowings 346.37 40357 (b) Lease liabilities 15,633.95 15,282.02 Provisions 507.88 475.87 Other non-current liabilties 1,039.58 1,093.26 Total non-current liabilities 17,527.78 17,254.72 Current liabilities Financial liabilties (a) Borrowings 504.20 628,60 (b) Lease liabilities 685.79 664.28 (c) Trade payables (i) total outstanding dues of micro and small enterprises 050 30.74 (i total outstanding dues other than micro and small enterprises 2,067.36 1,557.03 (d) Other financial liabilties 1,101.15 1,081.63 Other current liabilities 398.41 296.57 Provisions 136.32 132.77 4,893.83 4,39152 Total equity and liabilities 53,853.33 42,739.55
Page 7
Restaurant Brands Asia Limited Statomont of Standalone Cash Flow for the months ended September 30, 2026 in Million) Particulars September 30, 2026 September 30,2025 Unaudited Unaudited Cash flows from operating activities. Profit/ (Loss) before tax 12411 (317.80) |Adjustments for: Exceptional fem - B Depreciation and amortization 85425 710.70 Depreciation on right of use assets 70187 641.48 insurance claims received @78) (1.28) Loss on disposalirite off of property, plant and equipment (net) 4661 10156 Net foreign exchange diferences (unrealisad) 98.87 (34.62) Dividend income (21.35) (848) Interest income on fixed deposits and loan (18132) (58.65) Gain on termination and remeasurement of leases (34.26) (114.97) Finance costs 896.88 800,69 Employee stock compensation expense 2076 3496 Interest income on security deposits measured at amortised cost (33.74) (26.45) [MTM (gain)oss on financial instruments at fai valu through proft and loss 55} (90.15) [Profit on sale of investments at fair value through profit and loss (21047) (37.50) Commission an corporate guarantee and performance guarantee @7 ©2n Sundry balance written off 1472 - Operating profit before working capital changes 2,268.55 1593.24 Movements in working capital Decrease/(Increase) in other financial assets 925 (8162) Decrease in other non-current assets 2324 0.42 (increase) in other current assets (#39.80) (126.36) (increase) in inventories (36.60) (3267) (increase) in trade receivables (5481) (57.41) Increase/(Decrease) in trade payables 480.19 (1.54) Increase in provisions 1338 2768 Increase in other liabities 4654 196.95 Gash generated from operations 2,308.94 151858 Income taxes paid (net of refunds) 2931 ®72) Net cash flows generated from operating activities (A) 2,339.26 1,509.87 Cash flows from investing activities Payment for Property, Plant and Equipment including GWIP and capital advances (nst of disposals) (1801.14) (1413.15) Payment for acquiring Right of use assals (34.76) (37.05) Purchase of investments in mutual funds and other securities (35791.84) (2.448.12) Proceeds from redemption of investments in mutual funds 26764.45 - Investment in subsidiary (128.44) - Loan given to subsidiary - (598.03) Maturity off(investment in) in current deposits (net) 24401 (28081) Interest received on fixed deposits and loan 101.08 1.49 Investment in non-current deposits (ne) (4.02) 025 Net cash flows (used in) investing activities (B) (11,250.65) (@775.92) Cash flows from financing activities Proceeds from issue of equity shares 9,000.00 - [Proceeds from issue of warrants 1.500.00 - [Proceeds from exercise of employee stock options 3045 458 Share issue expenses (289.99) = [Repayment of long term-borrowings (net of proceeds and processing fees) (57.20) - Payment of lease labiites (including interest on lease fiabillies) (1,165.21) (1,049.55) [Repayment of shart-term borrowings (net) (124.40) (770.00) Interest paid on long-term and short-term borrowings (33.19) (3651, Net cash flows generated/{used in) financing activities (C) 885052 (1,851.50) Net (decrease) in cash and cash equivalents (A + B + C) (5088)] (5.117.55) (Cash and cash equivalents at the beginning of the period 248.02 521028 Cash and cash equivalents at the end of the period 197.14 9273 Net (decrease) in cash and cash equivelens (50.86) 117.55) [Components of cash and cash equivalents Cash on hand 3575 3486 In fixed deposits with original maturity less than 3 months - - [With banks in current account 16138 58.07 Cash and cash equivalents 197.14 9273 [ Total cash angd cah-equivalents for the purposes of cash flow statement 197.14 92.73
Page 8
Notes: 1. The above standalone financial results of Restaurant Brands Asia Limited (the “Company™) have been reviewed by the Audit Committee and approved by the Board of Directors at their meeting held on October 29, 2026. 2. The standalone financial results have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) as prescribed under Section 133 of the Companies Act 2013, read with relevant rules thereunder and in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) 2015, as amended and SEBI circular dated July 5, 2016. 3. During the year ended March 31, 2025, the Company issued 8,33,33,333 fully paid-up equity shares to Qualified Institutional Buyers in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. These shares were issued at a price of % 60.00 per share (including securities premium of T 50.00 per share) for an aggregate consideration of 5,000.00 million. The utilisation of the net Qualified Institutional Placement (“QIP”) proceeds is as summarised below: Particulars ¥ in Million Gross QIP Proceeds 5,000.00 Less: Issue Expenses (199.15) Net Proceeds 4,800.85 Utilisation: Prepayment and/or repayment, in full or in part, of all or a portion of certain of 720.00 the outstanding availed by our company Funding Capital expenditure requirement towards setting up new restaurants | 3,249.99 in India General Corporate Purposes 830.86 Total Utilisation 4,800.85 Balance - 4. Exceptional items for the year ended March 31, 2026 included below: a On November 21, 2025, the Government of India has implemented four new Labour Codes (the " Labour Codes"), including the Code on Wages, 2019, which amended the definition of "wages”. Based on the best information available, the Company carried out the actuarial valuation of gratuity and long-term compensated absences and recorded incremental financial impact of ¥ 22.52 million due to the change in wages definition. Considering that this impact is driven by regulatory changes and is non-recurring in nature, it is classified under exceptional item in the financial results of the Company. The Company continues to monitor the finalization of the Central and State Rules, as well as any further clarifications issued by the Government on other aspects of the Labour Codes and will record appropriate accounting impact as and when such developments occur. Impairment of investment in subsidiary PT Sari Burger Indonesia amounting to ¥ 1,200.00 million for the year ended March 31, 2026.
Page 9
5. The Fund Raising Committee of the Company at their meeting held on June 2, 2026 considered and approved the allotment of the following securities, by way of a preferential issue on a private placement basis, for cash consideration, to Lenexis Foodworks Private Limited (“Acquirer 17), Aayush Agrawal Trust (“Acquirer 2”), Inspira Foodworks Private Limited (formerly Inspira Realty I Private Limited) (“Acquirer 37) and Mr. Aayush Madhusudan Agrawal (“Acquirer 47) (collectively, “Acquirers”): Sr. | Allottee Type of Price per Number of Aggregate Amount No. Securities Security (%) Securities ®) 1 Acquirer 1 | Equity Shares 70.00 12,85,71,128 8,99,99,78,960.00 2 Acquirer 2| Equity Shares 70.00 100 7,000.00 3 Acquirer 3| Equity Shares 70.00 100 7,000.00 4 Acquirer 4 | Equity Shares 70.00 100 7,000.00 5 Acquirer 1 | Warrants' 17.50° 8,57,14,285 149,99,99,987.50 The Warrants may be exercised and converted into equal number of Equity Shares, in one or more tranches, within 18 months from the date of allotment. 2Acquirer 1 paid 25% of the subseription price of INR 70.00 per Warrant, the balance 75% of the subscription price of INR 52.50 per warrant will be paid within 18 months from the date of subscription of warrants. Consequent to the following: a. 10.30,39,024 Equity Shares acquired by the Acquirers, pursuant to the completion of the open offer announced by the Acquirers and Inspira Agro Trading LLC (“IATL") vide public announcement dated January 20, 2026 in accordance with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, on July 6, 2026; and b. 6,56,23,090 Equity Shares held by QSR Asia Pte Ltd. (“Seller 1) along with 1 Equity Share held by F&B Asia Ventures (Singapore) Pte. Ltd. (“Seller 2”) (collectively with Seller 1, the “Sellers”), acquired by the Acquirers on July 7, 2026; the Acquirers and IATL acquired control over the Company and became the “promoters” of the Company and the Sellers ceased to be classified as the promoter and member of promoter group of the Company and stand re-classified to the “public’ category, and such reclassification came into effect from July 7, 2026, being the date on which the Acquirers and IATL acquired control of the Company in accordance with the Explanation I to Regulation 31A(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The utilisation of the net preferential issue proceeds is as summarised below: Particulars in Million Gross preferential issue proceeds 10,500.00 Less: Issue Expenses B 289.93 Net Proceeds 10,210.07 Utilisation: General Corporate Purposes 402.46 Total Utilisation 402.46 Balance deposited held as mutual funds and other investments/securities 9,807.61 6. The Group Chief Executive Officer (CEO) of the Company has been identified as Chief Operating Decision Maker (“CODM™) of the Company who evaluates the Company’s performance and allocates resources based on an analysis of various performance indicators by reportable segments. CODM reviews the entire operating results of the business as a whole for the purpose of making decisions about resource allocation and performance assessment and therefore, the Company believes that there is single reportable segment. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the standalone financial results.
Page 10
7. The above standalone financial results of the Company are available on the Company's website www.burgerking.in and also on the website of BSE Limited (www.bseindia.com) and National Stock Exchange of India Limited (www.nseindia.com). where the shares of the Company are listed. Mumbai October 29, 2026 For and on behalf of the Board Restaurant Brands Asia Limited ajeev Varman hole-time Director & Group CEO \: 03576356
Page 11
BSR&Co.LLP Newco 1 park 4 esco Conr Western Express Highway Chartered Accountants Goregaon (East), Mumbai — 400 063, India Telephone: +91 (22) 6257 1000 Fax: +91 (22) 6257 1010 Limited Review Report on unaudited consolidated financial results of Restaurant Brands Asia limited for the quarter ended 30 September 2026 and year to date results for the period from 01 April 2026 to 30 September 2026 pursuant to Regulation 33 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended To the Board of Directors of Restaurant Brands Asia limited 1. 4 We have reviewed the accompanying Statement of unaudited consolidated financial results of Restaurant Brands Asia limited (hereinafter referred to as “the Parent’), and its subsidiaries (the Parent and its subsidiaries together referred to as “the Group”) for the quarter ended 30 September 2026 and year to date results for the period from 01 April 2026 to 30 September 2026 (‘the Statement"), being submitted by the Parent pursuant to the requirements of Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations"). This Statement, which is the responsibility of the Parent's management and approved by the Parent's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 “Interim Financial Reporting” (‘Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013, and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. Our responsibility is to express a conclusion on the Statement based on our review. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the Entity”, issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. We also performed procedures in accordance with the circular issued by the Securities and Exchange Board of India under Regulation 33(8) of the Listing Regulations, to the extent applicable. The Statement includes the results of the following entities SrNo Name of Component Relationship PT Sari Burger Indonesia Subsidiary PT Sari Chicken Indonesia Step-down subsidiary BSR&CH Limited Liat Based on our review conducted and procedures performed as stated in paragraph 3 above and based on the consideration of the review reports of the other auditors referred to in paragraph 6 below, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement. o 1T Park 4, Nesco } umbas - 400083 Page 1 of2 148n Floor, Certr ahway, Gorsgaor
Page 12
BSR&Co. LLP Limited Review Report (Continued) Restaurant Brands Asia limited 6. We did not review the interim financial results of one Subsidiary included in the Statement, whose interim financial results reflects total assets (before consolidation adjustments) of Rs. 3,727.36 million as at 30 September 2026 and total revenues (before consolidation adjustments) of Rs. 1,392.89 million and Rs. 2,849.76 million, total net (loss) after tax (before consolidation adjustments) of Rs. 376.34 million and Rs. 792.02 million and total comprehensive income (before consolidation adjustments) of Rs. 369.12 million and Rs. 807.77 million, for the quarter ended 30 September 2026 and for the period from 01 April 2026 to 30 September 2026 respectively, and cash outflows (net) (before consolidation adjustments) of Rs 31.33 million for the period from 01 April 2026 to 30 September 2026. as considered in the Statement. These interim financial results have been reviewed by other auditor whose report has been furnished to us by the Parent's management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of this subsidiary, is based solely on the report of the other auditor and the procedures performed by us as stated in paragraph 3 above. Qur conclusion is not modified in respect of this matter. ForBSR & Co.LLP Chartered Accountants Firm’s Registration No.:101248W/W-100022 Rishabh Kumar Partner Mumbai Membership No.: 402877 29 October 2026 UDIN:26402877ZTTLRE3311 Page 2 of 2
Page 13
RESTAURANT BRANDS ASIA LIMITED CIN L55204MH2013FLC249986 Registered Office 2nd Floor, ABR Emerald, Plot No. D-8., Street No. 16, MIDC, Andheri East, Mumbai, Chakala MIDG, Mumbai, Maharashtra, India, 400093 fo@burgerking.in Website: www.rbrandsasia.com | T 22-7193 3000 | E-mai Statement of unaudited Consolidated financial results for the quarter and six months ended September 30, 2026 (2 in Million) ‘Quarter ended Six months ended Year ended Particulars. 30Sop26 | 30Jun2s | 30-Sep25 | 30-5ep-25 | 30-Sep-26 | 3i-Mar-26 Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | Audited 1 Income &) Revenue from operations 844847 822510 700425 | 1667457 1401148| 2822840 b) Other income 21993 198.02 8245 4175 30223 485,18 Total income 5,668.40 842412 7TAT671 | 1709252 1431301] 287128 2 Expenses | a) Cost of materials consumed 266877 257608 238352 620486 479683 939953 b) Empioges berafis expenses 136219 130268 120157 | 266487 | 239772 486558 ©) Finance costs 50103 49481 48610 99584 22411 189378 ) Depreciation and amortsation expenses 1,067.49 1085.13 %929 20%62| 120308 389376 ) Other expenses 320683 334544 270852 | 664227| 537957 1067759 Total expenses 890631 875415 7750.00 | 17,66046 | 1540129 | 30731.34 3 Loss before exceptional item and tax [1-2] (z57.81) (330.03) (653.29) _(seT.o4)| (1,087.58) (201876 4 Exceptional item (refer note no. 4] - - . - . 25 5 Loss before tax [3-4] (@57.51) 3009) (63329 (s67.94) _(1,097.58) __(2041.28)] 6 Tax expenses ) Current tax - - - - s 5 ) Deferred tax - - - - * - 7 _Loss for the periodyear [-6] @791 (330.03) (63329 (e67.0) _(1,087.68) __(2041.28) 8 Other comprehensive income (loss) 1) Items that wil not be reclessified to profi orloss (1.49) - 720 (1.49) @18) (1e75) ii Income tax relating to above ! 5 5 . c 5 i) ltems that will be reclassified to profit or loss (51.75) (1053) (1660) @228) (6971 (9088) v} Income tax relatng to avove = : E = . a ol other comprehensive incomel (loss) for the period! yoar @324 (10.53) (®.40) @) 7887 (105.63) 9 Total comprenensive 1055 for the periodiyear [Comprising 1055 and @) Ga05s) (®a268]| (611.70) (1,16445) (2146.91) other comprehensive loss for the periodiyear] (7+8] 10 Loss forthe period) year Attributable to: | - Eauity noiders of the parent (195.75) (285.49) @8588) (47928 (100532) (1870.78) - Nanwcontroling interests @21) (46.55) (@7.34) (©8.71) (@220 (17050) 11 Other comprehensive loss for the period/ year Attributable to: - Equity holders of the parent (3183 (1235) (53) (4a78) (8a28) (6497 - Nen-cortrolling interests (1.41) 242 (104) 101 (699) (1088) 12 Total comprehensive loss for the period! year | Attributable to: - Exuity hoiders of the parent (227.59) (296.49) (043 (52401| (107520) (1.965.75) - Nor-controling nteresis @as) @413 (8.38) @7.70) (80.25) (18118 13 Paid-up equity share capital (Face value of ¥ 10 cach) 712218 71718 5252 712218| 582252 582875 14 Other equity | 138229 15 Eamnings Per Share (Face Value of 10 each) (not annualised for the period) 2 Basic (in?) (©29) (045) .01 ©72) (1.73) (@19) ©29) (0.45) .01 ©72) (1.73) (@19)
Page 14
Restaurant Brands Asia Limited Statement of Consolidated Assets and Liabilities as at September 30, 2026 (% in Million) As at Asat Particulars September 30, 2026 March 31, 2026 Unaudited Audited Assets Non-current assets Property, plant and equipment 12,257.98 12,017.35 Right-of-use assets 14,897.33 15,032.24 Capital work-in-progress 830.02 414.82 Intangible assets 1,002.84 959.72 Intangible assets under development 008 008 Financial assets (2) Investments 1,550.00 - (b) Others financial assets 865.18 794.61 Income tax assets 35.74 62.51 Other non-current assets 580.10 739.82 32,019.27 30,021.15 Current assets Inventories 418.30 387.64 Financial assets (a) Investments 9,086.38 1,378.63 (b) Trade receivables 493.55 461.78 (c) Cash and cash equivalents 22202 306.16 (d) Bank balances other than cash and cash equivalents 38.94 282.95 (e) Loans 142 0.89 (f) Other financial assets 220.76 193.22 Other current assets 825.45 790.70 11,286.53 3,801.97 Total Assets 43,305.80 33,823.12 Equity and Liabilities Equity Equity Share capital 712218 5828.76 Other equity 9,830.15 1,382.29 Non-controlling Interest (412.86) (325.16) Total Equity 16,539.47 6.885.89 Liabilities Non-current liabilities Financial liabilties (a) Borrowings 1,364.98 1.590.54 (b) Lease liabilities 16,099.43 15,834.84 (c) Other financial liabilities - 10.49 Provisions 774.09 744.41 Other non-current liabiliies 1,040.35 1,099.55 19,278.86 19,279.83 Financial lizbilities (a) Borrowings 1,007.68 1,108.00 (b) Lease liabilities 101162 113663 (¢) Trade payables (i) Total outstanding dues to Micro and small enterprises 060 30.74 (ii) Total outstanding dues other than Micro and small enterprises 3,394.76 337119 (d) Other financial liabilities 1,237.52 1.237.24 Other current liabiliies 594.82 627.01 Provisions 15047 146.59 748747 7,657.40 43,305.80 33,823.12 T oo, QF Gara o 20 Horh 70 e 1Pkl Nesco Center.
Page 15
Restaurant Brands Asia Limited Statement of Consolidated Cash Flow for the six months ended September 30, 2026 (@ in Million) Particulars ‘September 30, 2026 September 30, 2025 Unaudited Unaudited Cash flows from operating activities Loss before tax (567.94) (1,087.59) Adjustments for Depreciation and amrtization 1,160.06] 1.047.24) Depreciation on right of use assets 932,55 85582 insurance claim received (3.78) 1.28 Loss on salejurite off of property, plant and squipments (net) 4561 107.07) Interest incoma on fixed deposits and loan (80.84) (1267) Sundry balance written off 14.72) - Gain on termination of lease (@277) (114.96) Gain on remeasurement of lease. 4591 (12.71) Finance costs 995,84 s24.11 Employes stock compensation expense 20.76| 34.96 Interest income on security deposits measured at amrtised cost (33.74) (26.45) [Exchange differences (ne) 8431 - IMTM (gain)/loss on financial instruments at fair valus through profit and loss - (©0.45) Profit on sale of investments at fair value through profit and loss 210.47) (37.50) Operating profit before working capital changes 2,371.22) 7,588.44 Movements in working capital (increase) in other financial assets @12 (6223) Dacraase in ther non-curent assels 23.24 0.42 (Increase) in other current assets (49.49) (©1.74) Decreasai(Increase) in inventories (3067) 3.07 (Increase) in trade receivables @1.77) (75.13) (Decreaseyincrease in trade payables (©57) 1456 increase in provisions 122§ 52.74 Decreasei(increase) in other liabilties ©287) 179.14] Cash generated from operations. 2,168.22 7,608.27] Income taxes paid (net of refunds) 2677 t0.76) et cash flows generated from operating activities (A) 2,194.9 1,598.51) Cash flows from investing activities. Purchase of Propery. Plant and Equipment including GVWIP and capital advances (ne) of disposals (1,89.45) (1781.19) Payment for acquiring right of use assets (164.15) (@2.70) Purchase of current investments (35.791.84) - Proceads from current investments 26,764.45 (2,448.12)| (Investment inyimaturity of fixed deposits other than cash and cash equivalents (net) 244,02, (280.81) Interest received on fixed doposit and loans 2500 14.42) (Investment in) of non-current depasits (net) 4.02) (©25) Net cash flows used in investing activitios (8) (10,823.01) (4,528.65)] Cash flows from financing activities Proceeds from issue of equity shares 9,000.00 5 Share issue expense (289.93) 3 Proceeds for issuance of warrents. 1,500.00 458 Proceeds from the exercise of employes stock option 30.45 - Repayment of short-term borrowings (10.32) (844.59) Repayment of long-term borrowings (309.87) - Payment of interest (95.02) (74.09) Payment of lease llablties (including interest on lease libilties) (1,391.57) (1.338.63)| Net Cash flows generated from/(used in) financing activities (C) 8.433.74 (2.252.75) Net decrease in cash and cash equivalents (A + B + C) (194.28) (5.182.89) (Gash and cash equivalents at the beginning of the year 306,18 534252 Net foreign exchange difference 110.14 (33.36) Cash and cash equivalents at the end of the year 222,02 126.25| Net decrease in cash and cash equivalents (194.28) .18289) Components of cash and cash equivalents Cash on hand 48.12] 76.3| In fixed deposits with original maturity less than 3 months. - - With banks in current account 17390, 49.35] Cash and cash squivalents 222,02, 126.28] Total cash and cash equivalents for the purposes of cash flow statement 222,02 126.28) Gental B Wing and Horth C Ying, Hesco T Farkd Nesco Center,
Page 16
5 QF troai ing s ) Notes: The above consolidated financial results of Restaurant Brands Asia Limited (the “Company™) and its subsidiaries (together, the “Group”) have been reviewed by the Audit Committee and approved by the Board of Directors at its meeting held on October 29, 2026. The consolidated financial results have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) as prescribed under Section 133 of the Companies Act 2013, read with relevant rules thereunder and in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) 2015, as amended and SEBI circular dated July 5, 2016. During the year ended March 31, 2025, the Company issued 8,33,33.333 fully paid-up equity shares to Qualified Institutional Buyers in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. These shares were issued at a price of ¥ 60.00 per share (including securities premium of 50.00 per share) for an aggregate consideration of Z 5,000.00 million. The utilisation of the net Qualified Institutional Placement (“QIP”) proceeds is as summarised below: Particulars ¥ in Million Gross QIP Proceeds 5,000.00 Less: Issue Expenses (199.15) Net Proceeds 4,800.85 Utilisation: ) Prepayment and/or repayment, in full or in part, of all or a portion of certain of the 720.00 outstanding availed by our company Funding Capital expenditure requirement towards setting up new restaurants in 3,249.99 India General Corporate Purposes 83086 Total Utilisation 4,800.85 Balance - . On November 21, 2025, the Government of India has implemented four new Labour Codes (the " Labour Codes"), including the Code on Wages, 2019, which amended the definition of "wages”. Based on the best information available, the Company carried out the actuarial valuation of gratuity and long-term compensated absences and recorded incremental financial impact of 22.52 million due to the change in wages definition. Considering that this impact is driven by regulatory changes and is non-recurring in nature, it is classified under exceptional item in the financial results of the Company. The Company continues to monitor the finalization of the Central and State Rules, as well as any further clarifications issued by the Government on other aspects of the Labour Codes and will record appropriate accounting impact as and when such developments occur. . The Fund Raising Committee of the Company at their meeting held on June 2, 2026 considered and approved the allotment of the following securities, by way of a preferential issue on a private placement basis, for cash consideration, to Lenexis Foodworks Private Limited (“Acquirer 17), Aayush Agrawal Trust (“Acquirer 27), Inspira Foodworks Private Limited (formerly Inspira Realty 1 Private Limited) (“Acquirer 3”) and Mr. Aayush Madhusudan Agrawal (“Acquirer 47) (collectively, “Acquirers”): o & Co. 141 Floa, £ P
Page 17
Sr. Allottee Type of Price per Number of Aggregate Amount No. Securities Security (%) Securities 1 Acquirer | |Equity Shares 70.00 12,85,71,128 8,99.99.78,960.00 [72 | Acquirer2 |Equity Shares 70.00 100 7,000.00 3 Acquirer 3 |Equity Shares 70.00 100 7,000.00 4 Acquirer 4 | Equity Shares 70.00 100 7,000.00 5 Acquirer | | Warrants' 17.50° 8.57,14,285 ‘ 149.99,99,987.50 "The Warrants may be exercised and converted into cqual number of Equity Shares, in one or more tranches, within 18 months from the date of allotment. 2Acquirer | paid 23% of the subscription price of TNR 70.00 per Warrant, the balance 75% of the subscription price of INR 52,50 per warrant will be paid within 18 months from the date of subscription of warrants. Consequent to the following: a. 10,30,39,024 Equity Shares acquired by the Acquirers, pursuant to the completion of the open offer announced by the Acquirers and Inspira Agro Trading LLC (“IATL”) vide public announcement dated January 20, 2026 in accordance with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, on July 6, 2026; and b. 6.56,23,090 Equity Shares held by QSR Asia Pte Ltd. (“Seller 1) along with 1 Equity Share held by F&B Asia Ventures (Singapore) Pte. Ltd. (“Seller 2”) (collectively with Seller 1, the “Sellers™), acquired by the Acquirers on July 7, 2026; the Acquirers and TATL acquired control over the Company and became the ‘promoters’ of the Company and the Sellers ceased to be classified as the promoter and member of promoter group of the Company and stand re-classified to the ‘public’ category, and such reclassification came into effect from July 7, 2026, being the date on which the Acquirers and IATL acquired control of the Company in accordance with the Explanation I to Regulation 31A(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The utilisation of the net preferential issue proceeds is as summarised below: Particulars ¥ in Million Gross preferential issue proceeds 10,500.00 Less: Issue Expenses 289.93 Net Proceeds 10,210.07 Utilisation: General Corporate Purposes 402.46 Total Utilisation 402.46 Balance deposited held as mutual funds and other investments/securities 9.,807.61 6. The Group Chief Executive Officer has been identified as Chief Operating Decision Maker (*CODM?) of the Group who evaluates the Group’s performance and allocates resources based on an analysis of various performance indicators by reportable segments. CODM reviews the operating results of the business based on geographical areas for the purpose of making decisions about resource allocation and performance assessment and therefore, the Group believes that there are two reportable segments i.e.. India and Indonesia both of which derive revenue. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the financial results. Q7 o gt North C Wing, Hesco T Parkd, et Westen Express Hivzy,
Page 18
Consolidated Segment Information for the quarter and six months ended September 30, 2026: (% in Million) Particulars Quarter ended Six months ended Year ended 30-Sep-26 30~Jun-26 30-Sep-25 30-Sep-26 | 30-Sep-25 31-Mar-26 Unaudited | Unaudited Unaudited | Unaudited | Unaudited Audited Segment Revenue - India 705570 | 682898 | 568653 | 1388468 | 1120945 | 2271723 - Indonesia 1,392.77 1,397.12 134772 | 278089 | 2,802.03 5,509.17 Total Segment Revenue 844847 | 822610 | 7,034.25 | 16,674.57 | 14,011.48 | 28,226.40 Segment Results - India 1,108.94 974.89 776.01 208383 | 145713 3,396.32 - Indonesia (8.26) 27.00 (66.38) 18.74 (19.77) (113.72) Total Segment Results 100,68 | 1,001.89 700.63 | 210257 | 1,437.36 3,282.60 Finance Cost (501.03) (494.81) (456.10) (995.84) | (e2411) | (1,893.78) Depreciation and (1057.49) | (1,035.13) (969.29) | (2,09262) | (1,903.06) | (3,893.76) amortisation expenses Exceptional item - = - - s (22.52) Other Income 219.93 198.02 8246 417.95 30223 486.18 Total Loss before tax (237.91) (330.03) (633.29) (567.94) | (1,087.58) | (2,041.28) Segment Assets | - India 38,051.27 | 3961753 | 2854216 | 38,051.27 | 2854216 | 29,130.01 - Indonesia 525453 | 383802 | 475544 | 525453 | 475544 4,693.11 Total Segment Assets 43,305.80 | 43,455.55 | 33,207.60 | 4330580 | 33,297.60 | 33,8232 Segment Liabilities - India 22,399.87 22,044.61 20,168.05 22,399.87 20,168.05 21,646.24 - Indonesia 4,366.48 4,634.95 5,326.30 4,366.46 5,326.30 5,290.99 Total Segment Liabilities 26,766.33 26,679.56 25,494.35 26,766.33 25,494.35 26,937.23 7. The above consolidated financial results of the Group are available on the Company's website www.burgerking.in and also on the website of BSE Limited (www.bseindia.com) and National Stock Exchange of India Limited (www.nseindia.com), where the shares of the Company are listed. For and on behalf of the Board Restaurant Brands Asia Limited Mumbai October 29, 2026 North Heses 1 P Hesco Gente ViesTein DIOTESs Py Goregaon (E2SD.
Page 19
restaurant brands asia limited (Formerly known as Burger King India Limited) Registered Office : 2nd Floor, ABR Emerald, Plot No. D-8, Street No. 16, MIDC, Andheri (East), Mumbai – 400 093 CIN : L55204MH2013FLC249986 | info@burgerking.in | Tel : 022-7193 3000 | Corporate Website : www.rbrandsasia.com Annexure A Disclosures as required under Regulation 30 of the SEBI Listing Regulations and in terms of the Master Circular Appointment of Directors S. No. Particulars Mr. Shivkumar Dega Mr. Anand Bathiya 1. Reason for change viz. appointment, re appointment, resignation, removal, death or otherwise; Mr. Shivkumar Dega has been appointed as an Additional Director (Non -Executive and Independent) on the Board. Mr. Anand Bathiya has been appointed as an Additional Director (Non -Executive and Non-Independent) on the Board. 2. Date of appointment / re appointment / cessation & term of appointment October 29, 2026 For a period of 5 (five) consecutive years with effect from October 29, 2026 upto October 28, 2031 (both days inclusive) subject to the approval of the shareholders October 29, 2026 Mr. Anand Bathiya shall hold office up to the ensuing Annual General Meeting of the Company or till three months from the date of appointment, whichever is earlier 3. Brief profile (in case of appointment) Mr. Shivakumar Dega , has graduated from IIT Madras, IIM Calcutta an d Wharton School of Business. He has held various leadership positions in Indian and Multi - National Companies. He is associated with Advent International, a global private equity firm, as Operating Partner. Before his role at Advent International, he was the Group Executive President of Corporate Strategy at Aditya Birla Group. Prior to joining Aditya Birla Group, he was the Chairperson and Chief Executive Officer at PepsiCo Holdings Private Limited in India. He also served as the CEO for emerging markets at Nokia. He was an Independent Director of the Company for a term of five years from October 14, 2019 to October 13, 2024 and also served Mr. Anand Bathiya is a qualified Chartered Accountant by profession holding Bachelors in Law and in Commerce, He is a qualified Company Secretary, Registered Valuer along with holding diplomas in Se curities Law and Information Systems. With two decades of experience in domains of business consulting, finance, growth, governance, transactions and tax, he has enabled multiple businesses build efficiencies and remain competitive through organic and inorganic growth. Mr. Bathiya is regularly engaged in advising businesses in negotiating, structuring, performing due diligence and executing domestic and international Mergers & Acquisitions (M&A). He advises businesses in capital market initiatives like IPOs, QIPs, rights issues, open offers, international listings, etc. along with advising
Page 20
restaurant brands asia limited (Formerly known as Burger King India Limited) Registered Office : 2nd Floor, ABR Emerald, Plot No. D-8, Street No. 16, MIDC, Andheri (East), Mumbai – 400 093 CIN : L55204MH2013FLC249986 | info@burgerking.in | Tel : 022-7193 3000 | Corporate Website : www.rbrandsasia.com S. No. Particulars Mr. Shivkumar Dega Mr. Anand Bathiya as the Chairman of the Board for the said period. Presently Mr. Shivakumar Dega is serving on the Boards of Yes Bank, Intellect Design Arena, PGP Glass, Hunger Pangs, etc. private equity funds, venture capital funds, family offices in formation, fund documentation, diligence and investment transaction execution. Currently, he is a Partne r with Bathiya Advisors LLP, having in the past worked with world leading professional services firms. He had been appointed as President of Bombay Chartered Accountants’ Society for year 2024-25and member of various expert C ommittees setup by governments and regulatory bodies. Mr. Anand Bathiya serves as an Independent Director on the Boards of IIFL Capital Services Limited, Manika Plastech Limited and Abbey Cultural and Performance Association. He was also an Independent Director of Cineline India Limit ed and Goldcrest Corporation Limited. 4. Disclosure of relationships between directors (in case of appointment of a director) Mr. Shivakumar Dega does not have any relationship with the other directors or KMPs. Mr. Anand Bathiya does not have any relations hip with the other directors or KMPs. 5. Confirmation regarding non debarment from holding the office of Director by virtue of order of SEBI or any other such authority He is not debarred from holding the office of Director by virtue of order of SEBI or an y other such authority. He is not debarred from holding the office of Director by virtue of order of SEBI or any other such authority.
Page 21
restaurant brands asia limited (Formerly known as Burger King India Limited) Registered Office : 2nd Floor, ABR Emerald, Plot No. D-8, Street No. 16, MIDC, Andheri (East), Mumbai – 400 093 CIN : L55204MH2013FLC249986 | info@burgerking.in | Tel : 022-7193 3000 | Corporate Website : www.rbrandsasia.com Annexure B Disclosures as required under Regulation 30 of the SEBI Listing Regulations and in terms of the Master Circular Appointment of Chief Executive Officer – India Business S. No. Particulars Details 1. Name of the Senior Management Personnel Mr. Sumit Zaveri 2. Reason for change viz. appointment, re appointment, resignation, removal, death or otherwise; Appointment of Mr. Sumit Zaveri as Chief Executive Officer for the India Business and consequent change in his designation from Group Chief Financial Officer and Chief Business Officer to ‘Chief Executive Officer – India Business’, with effect from November 1, 2026 3. Date of appointment / re appointment / cessation & term of appointment November 1, 2026 4. Brief profile (in case of appointment) Mr. Sumit Zaveri is a seasoned professional having more than 28 years of experience in the field of in finance control, treasury, budgeting and management information systems. Mr. Zaveri is associated with the Company from September 23, 2019 and he is responsible for finance and accounting functions, business development, statutory compliance, capital expenditure, supply chain, investor relations and information technology related functions of our Company. He is also responsible for overseeing property related documentation, commercial contracts, agreements and litigation management of our Company. Mr. Sumit Zaveri has previously worked with companies such as Natures Basket Limited and the companies within the Tata Group such as Tata Starbucks Limited, Tata Global Beverages Limited and the Indian Hotels Company Limited. 5. Disclosure of relationships between directors (in case of appointment of a director) Not Applicable 6. Confirmation regarding non debarment from holding the office of Director by virtue of order of SEBI or any other such authority Not Applicable
Page 22
restaurant brands asia limited (Formerly known as Burger King India Limited) Registered Office : 2nd Floor, ABR Emerald, Plot No. D-8, Street No. 16, MIDC, Andheri (East), Mumbai – 400 093 CIN : L55204MH2013FLC249986 | info@burgerking.in | Tel : 022-7193 3000 | Corporate Website : www.rbrandsasia.com Annexure C Disclosures as required under Regulation 30 of the SEBI Listing Regulations and in terms of the Master Circular Senior Management Personnel S. No. Particulars Mr. Kiran Komatla Mr. Nitin Bhayana Mr. Sumeer Bedi Ms. Deepa Prasad Mr. Gaurav Ajjan Ms. Bhavika Dave 1. Reason for change viz. appointment , re appointment, resignation, removal, death or otherwise; Mr. Kiran Komatla, is Group Chief Technology Officer of the Company, pursuant to change in the Organization Structure, he has been designated as the Senior Management Personnel of the Company. Mr. Nitin Bhayana, is Group Chief Asset Procurement Officer of the Company, pursuant to change in the Organi zation Structure, he has been designated as the Senior Management Personnel of the Company. Mr. Sumeer Bedi, is Chief Business Development Officer of the Company, pursuant to change in the Organization Structure, he has been designated as the Senior Management Personnel of the Company. Ms. Deepa Prasad, is Chief Supply Chain Officer of the Company, pursuant to change in the Organization Structure, she has been designated as the Senior Management Personnel of the Company. Mr. Gaurav Ajjan, is Head - Corporate Development & Investor Relations of the Company, pursuant to change in the Organization Structure, he has been designated as the Senior Management Personnel of the Company. Ms. Bhavika Dave, is Head - Legal of the Company, pursuant to change in the Organization Structure, she has been designated as the Senior Management Personnel of the Company. 2. Date of appointment / re appointment / cessation & term of appointment November 01, 2026 3. Brief profile (in case of appointment) Mr. Kiran Komatla began his career with Software Integration Services. He has around 24 years of experience and holds a B.Sc. in Computer Science from Andhra Mr. Nitin Bhayana is a BTech in Electronics and Communications and Masters in Science. He plays a key role in strengthening procurement Mr. Sumeer Bedi has over 30 years of experience. He leads Business Development division of the Company. Prior to joining the Company Ms. Deepa Prasad is a Certified Supply Chain Profess ional, she has completed her B.Sc. in Food Technology and MBA. She has around 25 years of Mr. Gaurav Ajjan is a MBA in Finance and Chartered Financial Analyst. He has 20 years of experience and was associated with Welspun Corp, Siemens, Fidelity Ms. Bhavika Dave has done Masters in Business Law, MBA and is a qualified Company Secretary. She has around 16 years of work experience. She has
Page 23
restaurant brands asia limited (Formerly known as Burger King India Limited) Registered Office : 2nd Floor, ABR Emerald, Plot No. D-8, Street No. 16, MIDC, Andheri (East), Mumbai – 400 093 CIN : L55204MH2013FLC249986 | info@burgerking.in | Tel : 022-7193 3000 | Corporate Website : www.rbrandsasia.com S. No. Particulars Mr. Kiran Komatla Mr. Nitin Bhayana Mr. Sumeer Bedi Ms. Deepa Prasad Mr. Gaurav Ajjan Ms. Bhavika Dave University and a degree from Annamalai University. Prior to joining the Company Mr. Kiran held technology leadership roles at Celio, Aditya Birla Retail and Future Group. capabilities, building strategic vendor partnerships and driving cost efficiencies. He has previously worked with Yum Restaurants and Franke FS and MBCC Foods and Alcatel Business System. he has worked with McDonalds. experience in QSR and Facility Management. Prior to joining the Company she has previously worked Eversubs, Sodexho, IPC, McDonalds, Dominos and Yum Restaurants. Investment, Innovative Invest Care Private Management, DSP Meril Lynch Fund Managers. worked with Pepperfry, Heinz India, Lakeshore India Management, IL&FS Investment Managers. 4. Disclosure of relationships between directors (in case of appointment of a director) Not Applicable 5. Confirmation regarding non debarment from holding the office of Director by virtue of order of SEBI or any other such authority Not Applicable
Page 24
restaurant brands asia limited (Formerly known as Burger King India Limited) Registered Office : 2nd Floor, ABR Emerald, Plot No. D-8, Street No. 16, MIDC, Andheri (East), Mumbai – 400 093 CIN : L55204MH2013FLC249986 | info@burgerking.in | Tel : 022-7193 3000 | Corporate Website : www.rbrandsasia.com Annexure D Disclosures as required under Regulation 30 of the SEBI Listing Regulations and in terms of the Master Circular Acquisition of Securities Sr. No. Particulars Details a) Name of the target entity, details in brief such as size, turnover, etc. PT Sari Burger Indonesia (‘PT SBI’) Size: PT SBI operates 137 outlets in Indonesia as on March 31, 2026. Standalone Turnover of PT SBI for the Financial Year ended March 31, 2026: IDR 9,15,799.88 million. b) Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at “arm’s length” Investment by the Company i n PT SBI , subsidiary of the Company, by way of acquisition of not exceeding 2,50,000 (Two Lakh Fifty Thousand) Optionally Convertible Preference Shares (“OCPS”) through subscription in one or more tranches for an amount not exceeding IDR 250 billion (Indonesia Rupiah Two Hundred and Fifty b illion) equivalent in INR, will fall within the ambit of related party transaction. Except to the extent of shares held by the Company in PT SBI, the promoter/promoter group/group companies of the Company ha ve no interest in PT SBI . The said transaction will be done at arm’s length. c) Industry to which the entity being acquired belongs PT SBI is in the business of food services and quick service restaurants including delivery, catering, franchise operations under the trademark of “Burger King” and other related business in Indonesia. d) Objects and effects of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity) The proceeds of subscription to OCPS will be used by PT SBI towards meeting the business requirements. e) Brief details of any governmental or regulatory approvals required for the acquisition There are no governmental or regulatory appr ovals required prior to the completion of the acquisition. f) Indicative time period for completion of the acquisition Upto June 30, 2027 g) Consideration - whether cash consideration or share swap and details of the same Cash Consideration
Page 25
restaurant brands asia limited (Formerly known as Burger King India Limited) Registered Office : 2nd Floor, ABR Emerald, Plot No. D-8, Street No. 16, MIDC, Andheri (East), Mumbai – 400 093 CIN : L55204MH2013FLC249986 | info@burgerking.in | Tel : 022-7193 3000 | Corporate Website : www.rbrandsasia.com Sr. No. Particulars Details h) Cost of acquisition and/or the price at which the shares are acquired Not exceeding IDR 250 billion (Indonesia Rupiah Two Hundred and Fifty billion) equivalent in INR. i) Percentage of shareholding/control acquired and/or number of shares acquired There will be no change in the equity shareholding of the Company in PT SBI. However, upon conversion of the OCPS into equity shares, as applicable, the percentage of shareholding/control may change accordingly. j) Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief) PT SBI is an unlisted entity and was incorporated on September 2 7, 2006 under the laws of Indonesia. It manages and operates the “Burger King” brand in Indonesia and is involved in the business of food services and quick service restaurants including delivery, catering, franchise operations under the trademark of “Burger King” and other related business. Standalone Turnover in the last three years: For the Financial Year ended March 31, 2026: IDR 915,799.88 million March 31, 2025: IDR 965,168.88 million March 31, 2024: IDR 1,109,225.52 million
Page 26
restaurant brands asia limited (Formerly known as Burger King India Limited) Registered Office : 2nd Floor, ABR Emerald, Plot No. D-8, Street No. 16, MIDC, Andheri (East), Mumbai – 400 093 CIN : L55204MH2013FLC249986 | info@burgerking.in | Tel : 022-7193 3000 | Corporate Website : www.rbrandsasia.com Annexure E Disclosures as required under Regulation 30 of the SEBI Listing Regulations and in terms of the Master Circular Conversion/Acquisition of Securities Sr. No. Particulars Details a) Name of the target entity, details in brief such as size, turnover, etc. PT Sari Burger Indonesia (‘PT SBI’) Size: PT SBI operates 137 outlets in Indonesia as on March 31, 2026. Standalone Turnover of PT SBI for the Financial Year ended March 31, 2026: IDR 9,15,799.88 million. b) Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at “arm’s length” a. Conversion of the outstanding loan, aggregating to IDR 371.50 b illion, advanced by the Company to PT Sari Burger Indonesia (“PT SBI”), a subsidiary of the Company, into 3,71,500 Optionally Convertible Preference Shares (“OCPS”) of nominal value of IDR 1 million each to be issued and allotted by PT SBI to the Company. b. Change in the terms and conditions of 1,75,000 Redeemable Cumulative Non -Convertible Preference Shares (“NCPS”) aggregating to IDR 175 billion, thereby converting the said NC PS along with the dividend thereon on the said NCPS into OCPS. The above transactions will fall within the ambit of related party transaction. Except to the extent of shares held by the Company in PT SBI, the promoter/promoter group/group companies of the Company have no interest in PT SBI . The said transaction will be done at arm’s length. c) Industry to which the entity being acquired belongs PT SBI is in the business of food services and quick service restaurants including delivery, catering, franchise operations under the trademark of “Burger King” and other related business in Indonesia. d) Objects and effects of acquisition (including but not limi ted to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity) The said conversion and change in terms NCPS improves the overall capital structure of the PT SBI. e) Brief details of any governmental or regulatory approvals required for the acquisition There are no governmental or regulatory approvals required prior to the completion of the acquisition.
Page 27
restaurant brands asia limited (Formerly known as Burger King India Limited) Registered Office : 2nd Floor, ABR Emerald, Plot No. D-8, Street No. 16, MIDC, Andheri (East), Mumbai – 400 093 CIN : L55204MH2013FLC249986 | info@burgerking.in | Tel : 022-7193 3000 | Corporate Website : www.rbrandsasia.com Sr. No. Particulars Details f) Indicative time period for completion of the acquisition Upto March 31, 2027 g) Consideration - whether cash consideration or share swap and details of the same a. The outstanding l oan, aggregating to IDR 371.50 billion, advanced by the Company to PT SBI, a subsidiary of the Company will be converted into 3,71,500 OCPS of nominal value of IDR 1 million each. b. Change in the terms and conditions of 1,75,000 NCPS aggregating to IDR 175 billion, thereby converting the said NCPS along with the dividend thereon on the said NCPS into OCPS. h) Cost of acquisition and/or the price at which the shares are acquired a. 3,71,500 OCPS of nominal value of IDR 1 million each. b. Change in the terms and conditi ons of 1,75,000 NCPS aggregating to IDR 175 billion, thereby converting the said NCPS along with the dividend thereon on the said NCPS into OCPS. i) Percentage of shareholding/control acquired and/or number of shares acquired There will be no change in the equity shareholding of the Company in PT SBI. However, upon conversion of the OCPS into equity shares, as applicable, the percentage of shareholding/control may change accordingly. j) Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief) PT SBI is an unlisted entity and was incorporated o n September 27, 2006 under the laws of Indonesia. It manages and operates the “Burger King” brand in Indonesia and is involved in the business of food services and quick service restaurants including delivery, catering, franchise operations under the trademark of “Burger King” and other related business. Standalone Turnover in the last three years: For the Financial Year ended March 31, 2026: IDR 915,799.88 million March 31, 2025: IDR 965,168.88 million March 31, 2024: IDR 1,109,225.52 million